Genuine Parts (NYSE: GPC) sets new term loans and quarterly dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Genuine Parts Company entered into a seventh amendment to its syndicated credit facility, adding an Initial Term Loan A Facility of $500 million and a Delayed Draw Term Loan Facility of $500 million. These term loans bear interest at SOFR plus 0.875%–1.500% or a base rate plus 0.000%–0.500%, and mature on October 28, 2027.
The company’s shareholders elected all director nominees, approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as auditor for fiscal 2026. The Board also declared a regular quarterly cash dividend of $1.0625 per share, payable July 2, 2026 to shareholders of record on June 5, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
5 items: 1.01, 2.03, 5.07, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial Term Loan A Facility: $500 million
Delayed Draw Term Loan Facility: $500 million
SOFR margin range: 0.875%–1.500%
+5 more
8 metrics
Initial Term Loan A Facility
$500 million
Aggregate principal amount under amended syndicated facility
Delayed Draw Term Loan Facility
$500 million
Aggregate principal amount available under amended facility
SOFR margin range
0.875%–1.500%
Interest margin over SOFR based on credit rating
Base rate margin range
0.000%–0.500%
Interest margin over base rate based on credit rating
Term Loan A maturity
October 28, 2027
Stated maturity date of Term Loan A Facilities
Quarterly dividend per share
$1.0625
Regular cash dividend on common stock
Dividend record date
June 5, 2026
Shareholders of record eligible for dividend
Dividend payment date
July 2, 2026
Scheduled payment date for quarterly dividend
Key Terms
Term Loan A Facility, Delayed Draw Term Loan Facility, SOFR, material definitive agreement, +2 more
6 terms
Term Loan A Facility financial
"establish an Initial Term Loan A Facility in an aggregate principal amount of $500 million"
A Term Loan A facility is a scheduled, bank-style loan that a company repays over time in regular installments, often as part of a larger syndicated loan package. Think of it like a mortgage within a bigger borrowing plan: it reduces steadily and usually has higher priority for lenders, so investors watch it because its size, repayment schedule and security affect a company’s cash flow, credit risk and ability to take on additional debt.
Delayed Draw Term Loan Facility financial
"and a Delayed Draw Term Loan Facility in an aggregate principal amount of $500 million"
A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.
SOFR financial
"The interest rate applicable to borrowings under the Term Loan A Facilities is equal to (i) SOFR plus a margin"
The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.
material definitive agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 102,780,206 | 4,831,509 | 1,757,639 | 12,261,398"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote regulatory
"Proposal 2: An advisory vote on the compensation of the Company's named executive officers was approved."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(678 ) 934-5000
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 28, 2026, Genuine Parts Company (the "Company") entered into a seventh amendment (the "Seventh Amendment") to its existing Syndicated Facility Agreement, dated October 30, 2020, by and among the Company, UAP, Inc., certain designated Company subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, domestic swing line lender and L/C issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Branch, as Canadian swing line lender and the other lenders and L/C issuers from time to time party thereto.
The primary purpose of the Seventh Amendment was to establish an Initial Term Loan A Facility in an aggregate principal amount of $500 million and a Delayed Draw Term Loan Facility in an aggregate principal amount of $500 million (together, “the Term Loan A Facilities”).
The interest rate applicable to borrowings under the Term Loan A Facilities is equal to (i) SOFR plus a margin of 0.875% to 1.500% or (ii) a base rate plus a margin of 0.000% to 0.500%, in each case, based on the Company’s credit rating for its senior unsecured indebtedness. The Term Loan A Facilities have a maturity date of October 28, 2027.
The foregoing summary of the Seventh Amendment does not purport to be complete and is qualified by reference to the full text of the Seventh Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2026, the Company held its 2026 Annual Meeting of Shareholders to: (1) elect each of the nominees to serve as directors of the Company with terms to expire at the 2027 Annual Meeting of Shareholders; (2) approve, on an advisory basis, the compensation of the Company’s named executive officers, and (3) ratify the selection of Ernst & Young LLP as independent auditors of the Company for fiscal 2026.
The results of the vote of the Company's shareholders for each proposal are provided below:
Proposal 1: The following nominees were elected to serve as members of the Company's Board of Directors until the 2027 Annual Meeting of Shareholders:
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Matthew Carey | 107,403,006 | 464,190 | 1,502,158 | 12,261,398 | ||||||||||||||||||||||
| Court Carruthers | 107,376,297 | 488,730 | 1,504,327 | 12,261,398 | ||||||||||||||||||||||
Richard Cox, Jr. | 106,473,381 | 1,925,158 | 970,815 | 12,261,398 | ||||||||||||||||||||||
P. Russell Hardin | 106,035,208 | 2,427,942 | 906,204 | 12,261,398 | ||||||||||||||||||||||
Donna W. Hyland | 106,039,551 | 2,429,811 | 899,992 | 12,261,398 | ||||||||||||||||||||||
| Jean-Jacques Lafont | 107,547,850 | 913,824 | 907,680 | 12,261,398 | ||||||||||||||||||||||
| Juliette W. Pryor | 102,755,880 | 5,714,455 | 899,019 | 12,261,398 | ||||||||||||||||||||||
| Darren Rebelez | 107,273,215 | 1,191,207 | 904,932 | 12,261,398 | ||||||||||||||||||||||
| Laurie Schupmann | 107,039,363 | 837,234 | 1,492,757 | 12,261,398 | ||||||||||||||||||||||
| William P. Stengel, II | 105,296,266 | 3,164,720 | 908,368 | 12,261,398 | ||||||||||||||||||||||
Chuck K. Stevens, III | 106,307,720 | 2,137,386 | 924,248 | 12,261,398 | ||||||||||||||||||||||
Proposal 2: An advisory vote on the compensation of the Company's named executive officers was approved.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 102,780,206 | 4,831,509 | 1,757,639 | 12,261,398 | |||||||||||||||||
Proposal 3: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 116,137,797 | 5,235,664 | 257,291 | — | |||||||||||||||||
Item 8.01 Other Events
On April 27, 2026, the Board of Directors of the Company declared a regular quarterly cash dividend of one dollar and six and one quarter cents ($1.0625) per share on the Company’s common stock. The dividend is payable on July 2, 2026 to shareholders of record on June 5, 2026.
A copy of the press release announcing the dividend declaration is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | Amendment No. 7 to the Syndicated Facility Agreement, dated as of April 28, 2026 | |||||||
| 99.1 | Press Release dated April 28, 2026 | |||||||
| 104 | The cover page from this current report on Form 8-K, formatted in inline XBRL | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Genuine Parts Company | ||||||||||||||
| Date: April 28, 2026 | By: | /s/ Bert Nappier | ||||||||||||
| Name: Bert Nappier | ||||||||||||||
| Title: Executive Vice President and CFO | ||||||||||||||
 | www.genpt.com | ||||
News Release
April 28, 2026
FOR IMMEDIATE RELEASE
Genuine Parts Company Declares Regular Quarterly Dividend
ATLANTA – Genuine Parts Company (NYSE: GPC), a leading global service provider of automotive and industrial replacement parts and value-added solutions, announced today its Board of Directors declared a regular quarterly cash dividend of one dollar and six and one quarter cents ($1.0625) per share on the company’s common stock.
The dividend is payable on July 2, 2026 to shareholders of record on June 5, 2026.
About Genuine Parts Company
Established in 1928, Genuine Parts Company is a leading global service provider of automotive and industrial replacement parts and value-added solutions. Our Automotive Parts Group operates across North America, Europe and Australasia, while our Industrial Parts Group serves customers across North America and Australasia. We keep the world moving with a vast network of over 10,800 locations spanning 17 countries supported by more than 65,000 teammates. Learn more at genpt.com.
| Investor Contact: | Media Contact: | |||||||
| Timothy Walsh (678) 934-5349 | Heather Ross (678) 934-5220 | |||||||
| Vice President - Investor Relations | Vice President - Global Strategic Communications | |||||||
Source: Genuine Parts Company
FAQ
What new debt facilities did Genuine Parts Company (GPC) establish in this filing?
Genuine Parts Company added two new term loan A facilities, each with a $500 million aggregate principal amount. One is an Initial Term Loan A Facility and the other is a Delayed Draw Term Loan Facility, both maturing on October 28, 2027 under its amended syndicated credit agreement.
What interest rates apply to GPC’s new Term Loan A Facilities?
Borrowings under the Term Loan A Facilities bear interest at either SOFR plus a 0.875%–1.500% margin or a base rate plus a 0.000%–0.500% margin. The applicable margin depends on Genuine Parts Company’s credit rating on its senior unsecured indebtedness.
What dividend did Genuine Parts Company (GPC) declare and when will it be paid?
Genuine Parts Company declared a regular quarterly cash dividend of $1.0625 per share on its common stock. The dividend is payable on July 2, 2026 to shareholders of record as of June 5, 2026, continuing its practice of returning cash to shareholders.
Who was ratified as Genuine Parts Company’s independent auditor for fiscal 2026?
Shareholders ratified Ernst & Young LLP as Genuine Parts Company’s independent registered public accounting firm for fiscal 2026. The ratification received 116,137,797 “For” votes, 5,235,664 “Against” votes, and 257,291 abstentions, with no broker non-votes recorded for this proposal.