Advance Auto Parts (AAP) CEO has company shares withheld to pay taxes

Rhea-AI Filing Summary

Advance Auto Parts President and CEO Shane M. O’Kelly had 2,959 shares of Common Stock withheld on March 14, 2026 to cover taxes due at the vesting of previously granted time-based restricted stock units. This was a tax-withholding disposition, not an open-market sale. After the withholding, he directly holds 214,707 shares of company 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)
03/14/2026

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	03/14/2026		F		2,959(1)	D	$51.73	214,707	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 14, 2024 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	03/17/2026
	** 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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FAQ

What insider transaction did Advance Auto Parts (AAP) report for Shane O’Kelly?

Advance Auto Parts reported that CEO Shane O’Kelly had 2,959 shares withheld to pay taxes at RSU vesting. This Form 4 reflects a tax-withholding disposition, not an open-market purchase or sale of company stock.

Was the Advance Auto Parts CEO’s Form 4 transaction a sale of AAP shares?

No, the transaction was not an open-market sale. 2,959 shares were withheld by the company to satisfy tax obligations at vesting of restricted stock units, a common administrative step in equity compensation programs.

How many Advance Auto Parts (AAP) shares does the CEO hold after this transaction?

After the tax-withholding transaction, CEO Shane O’Kelly directly holds 214,707 shares of Advance Auto Parts Common Stock. The Form 4 shows only this routine withholding related to equity award vesting, with no open-market trading reported.

What triggered the tax withholding on the CEO’s AAP shares?

The withholding was triggered by the vesting of time-based restricted stock units granted on March 14, 2024. Those RSUs vest in three equal annual installments, and this event required shares be withheld to cover associated tax liabilities.

What does transaction code F mean in the AAP CEO’s Form 4 filing?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, 2,959 Advance Auto Parts shares were withheld to satisfy taxes at RSU vesting, rather than being sold on the open market.