Advance Auto Parts (AAP) EVP and General Counsel awarded new equity grant

Rhea-AI Filing Summary

Vining Jeffrey reported acquisition or exercise transactions in this Form 4 filing.

Advance Auto Parts EVP and General Counsel Jeffrey Vining received an equity award in the form of company stock. He was granted 7,050 shares of common stock at a reference price of $56.74 per share, bringing his directly held total to 21,510 shares after the award.

According to the footnote, these time-based restricted stock units represent 50% of a target equity award, with the remaining 50% in performance-based RSUs that are not reported in this Form 4. The time-based RSUs vest in three roughly equal annual installments starting one year from the grant date. The performance-based RSUs may vest on the third anniversary of the grant date only if Advance Auto Parts meets specified financial performance targets, with the possibility of earning above-target shares for exceptional performance.

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^*

Vining Jeffrey

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel, Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A		7,050(1)	A	$56.74	21,510	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. The reported amount of time-based restricted stock units (RSUs) along with performance-based RSUs not reported on this Form 4, collectively, represent 50% and 50% portions, respectively, of a target equity award. The time-based RSUs are subject to time vesting in three approximately equal annual installments beginning one year from the grant date. The performance-based RSUs may vest on the third anniversary of the grant date, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee, including the potential for vesting of above-target level shares for exceptional performance.

Remarks:

	/s/ Amanda L. Keister, as Attorney-in-Fact for Jeffrey Vining	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Advance Auto Parts (AAP) executive Jeffrey Vining report on this Form 4?

Jeffrey Vining reported an equity award of 7,050 shares of Advance Auto Parts common stock. The award consists of time-based restricted stock units that increase his direct holdings to 21,510 shares and form half of a larger target equity package tied to performance.

Was Jeffrey Vining’s Form 4 transaction a stock purchase or an equity award at AAP?

The Form 4 reflects an equity award, not an open-market stock purchase. Vining acquired 7,050 shares through a grant classified as a time-based restricted stock unit award, rather than buying shares directly in the market at his own discretion.

How many Advance Auto Parts (AAP) shares does Jeffrey Vining hold after this Form 4 transaction?

After the reported grant, Jeffrey Vining holds 21,510 shares of Advance Auto Parts common stock directly. This total includes the newly awarded 7,050 time-based restricted stock units, which will vest over time according to the grant’s vesting schedule.

How do Jeffrey Vining’s time-based RSUs at AAP vest over time?

The time-based restricted stock units vest in three approximately equal annual installments. Vesting begins one year from the grant date, meaning one-third of the award vests each year over three years, subject to continued service conditions described in the award terms.

What are the performance-based RSUs mentioned in Jeffrey Vining’s AAP Form 4 footnote?

The performance-based RSUs represent the other 50% of Vining’s target equity award and are not listed individually in this Form 4. They may vest on the third anniversary of the grant date only if Advance Auto Parts achieves certain pre-determined financial performance targets.

Can Jeffrey Vining earn more than the target number of performance-based RSUs at Advance Auto Parts?

Yes. The footnote states there is potential for vesting of above-target level shares. This can occur if Advance Auto Parts delivers exceptional performance against the specified financial targets, as certified by the company’s Compensation Committee at the end of the performance period.

Who approves and certifies the performance goals for Jeffrey Vining’s performance-based RSUs at AAP?

The Compensation Committee of Advance Auto Parts is responsible for certifying results for the performance-based RSUs. On the third anniversary of the grant date, the committee evaluates whether pre-determined financial performance targets were achieved and determines how many performance-based RSUs will vest.