Advance Auto Parts (NYSE: AAP) CEO receives 61,685-share equity grant

Rhea-AI Filing Summary

OKelly Shane M reported acquisition or exercise transactions in this Form 4 filing.

Advance Auto Parts President and CEO Shane M. O’Kelly reported an equity award of 61,685 shares of common stock in the form of restricted stock units. The award was valued at $56.74 per share for reporting purposes, increasing his directly held stake to 231,275 shares.

According to the footnote, half of this target equity award consists of time-based RSUs that vest in three approximately equal annual installments beginning one year from the grant date. The other half consists of performance-based RSUs, which may vest on the third anniversary of the grant date if specified financial performance targets are achieved, with the potential for above-target vesting in cases of 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^*

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)
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		61,685(1)	A	$56.74	231,275	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 Shane M. OKelly	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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.
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FAQ

What did Advance Auto Parts (AAP) CEO Shane O’Kelly report on this Form 4?

Shane O’Kelly reported receiving an equity award of 61,685 restricted stock units tied to Advance Auto Parts common stock. The award was reported at a reference price of $56.74 per share and increased his directly held shares to 231,275.

How is Shane O’Kelly’s new equity award at Advance Auto Parts (AAP) structured?

The award is split between time-based and performance-based RSUs, each representing 50% of a target equity grant. Time-based RSUs vest in three roughly equal annual installments, while performance-based RSUs may vest after three years if financial performance targets are certified.

When do the time-based RSUs granted to Advance Auto Parts (AAP) CEO vest?

The time-based RSUs are scheduled to vest in three approximately equal annual installments. Vesting begins one year from the grant date, providing staged delivery of shares over a three-year period, assuming continued service and satisfaction of any applicable conditions.

What conditions apply to the performance-based RSUs in the AAP CEO’s award?

Performance-based RSUs may vest on the third anniversary of the grant date if Advance Auto Parts achieves certain pre-determined financial performance targets. Vesting is subject to Compensation Committee certification and can exceed target levels for exceptional performance outcomes.

How many Advance Auto Parts (AAP) shares does Shane O’Kelly hold after this award?

Following this equity grant, Shane O’Kelly’s directly held Advance Auto Parts common stock position is 231,275 shares. This figure includes the effect of the reported 61,685-share restricted stock unit award disclosed in the Form 4 filing.