Advance Auto Parts (AAP) CEO logs Form 4 tax-withholding share disposition

Rhea-AI Filing Summary

Advance Auto Parts director, president and CEO Shane M. O’Kelly reported a Form 4 transaction involving company common stock. On March 4, he disposed of 13,609 shares at a price of $51.21 per share to cover tax obligations tied to equity compensation, rather than making an open-market sale.

According to the filing, these shares were withheld at the vesting of time-based restricted stock units that were granted on March 4, 2025 and are scheduled to vest in three equal annual installments. After this tax-withholding disposition, O’Kelly directly holds 217,666 shares of Advance Auto Parts common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OKelly Shane M

(Last) (First) (Middle)

4200 SIX FORKS ROAD

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCE AUTO PARTS INC [ AAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		F		13,609(1)	D	$51.21	217,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy taxes at vesting of certain time-based restricted stock units granted on March 4, 2025 and vesting in three equal annual installments beginning on the one year anniversary of the grant date.

	/s/ Amanda L. Keister, as Attorney-in-Fact for Shane M. OKelly	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did AAP CEO Shane O’Kelly report on this Form 4?

Shane O’Kelly reported a disposition of 13,609 shares of Advance Auto Parts common stock. The shares were withheld by the company to satisfy tax liabilities associated with vesting restricted stock units, rather than sold in an open-market transaction.

Was the AAP Form 4 transaction an open-market sale of shares?

No. The AAP Form 4 shows a tax-withholding disposition, coded “F,” where 13,609 shares were withheld to pay taxes at vesting of restricted stock units. It does not represent a discretionary open-market sale by Shane O’Kelly.

How many AAP shares does Shane O’Kelly own after this reported transaction?

After the reported transaction, Shane O’Kelly directly owns 217,666 shares of Advance Auto Parts common stock. This figure is stated in the Form 4 as the total shares beneficially owned following the tax-withholding disposition on March 4.

What does transaction code “F” mean on this AAP Form 4 filing?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, 13,609 shares of Advance Auto Parts stock were withheld to satisfy taxes due at vesting of time-based restricted stock units.

What equity award is connected to the AAP CEO’s March 4 share disposition?

The disposition relates to time-based restricted stock units granted on March 4, 2025. These RSUs vest in three equal annual installments beginning one year after the grant date, and shares were withheld at vesting to cover associated tax obligations.