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Genuine Parts names CEO-elect ahead 2027 split

Genuine Parts Company sets post-separation leadership, executive pay packages and December 2026 investor days as it targets completing the GPC–Motion split in early 2027.

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Genuine Parts Company (GPC) detailed key leadership appointments as it advances the planned separation of its Global Automotive and Global Industrial businesses into two independent, publicly traded companies expected in the first quarter of 2027. Court Carruthers, a current director, has been named Chief Executive Officer‑Elect effective September 8, 2026 and will become Chief Executive Officer at the separation’s closing, while Will Stengel remains Chairman and CEO until then.

Carruthers’ offer includes a $1,000,000 base salary as CEO‑Elect, a 2026 bonus target of 150% of salary pro‑rated to one‑third, and a 2026 long‑term equity grant based on a $6,000,000 target, plus two sign‑on RSU grants of $4,000,000 each. After he becomes CEO, his base salary will be $1,200,000 with a $7,200,000 annual long‑term incentive target. GPC also appointed Bert Nappier as Executive Vice President, Chief Operating Officer and Chief Financial Officer, and James Howe as President and Chief Operating Officer of Motion, with increased salaries, bonus targets and future equity grant targets.

The company confirmed that Carruthers entered into severance and change in control agreements consistent with other executives, with an added “Good Reason” trigger if the separation is not completed, and stated that the separation itself will not trigger these protections. GPC and Motion plan separate investor days in New York City on December 8 and 9, 2026, where leadership teams will present strategies and value‑creation initiatives for each business.

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Filing Explained

The separation remains pending two stated conditions, while additional Motion leadership roles are planned for the eventual standalone company.

The separation remains planned rather than completed: the company says it is expected in the first quarter of 2027, subject to final Board approval and an effective Form 10 registration statement.

The release adds that Motion’s planned standalone team includes Howard Yu as Chief Financial Officer, Kevin Stone as Chief Information Officer, and Billy Hamilton as Chief Human Resources Officer. Motion director candidates remain under discussion and would take effect upon the separation, so these assignments describe a future operating and governance structure rather than a completed change.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
CEO-Elect base salary $1,000,000 Annual base salary for Court Carruthers as Chief Executive Officer‑Elect
CEO base salary $1,200,000 Annual base salary for Court Carruthers upon becoming Chief Executive Officer
CEO bonus target 150% of base salary 2026 annual bonus target for Court Carruthers, pro‑rated to one‑third as CEO‑Elect
2026 long-term equity target $6,000,000 Target total value of Carruthers’ 2026 long‑term equity incentive grant
Sign-on RSU grants $4,000,000 each Two sign‑on RSU grants to Carruthers, each vesting 100% on the third anniversary
Future CEO long-term incentive target $7,200,000 Annual long‑term incentive target for Carruthers after becoming Chief Executive Officer
COO/CFO base salary $800,000 Annual base salary for Bert Nappier as Executive Vice President, COO and CFO
Separation expected timing First quarter of 2027 Planned completion window for separation of GPC’s Global Automotive and Global Industrial businesses
Separation financial
"the Company’s planned separation of its Global Automotive and Global Industrial businesses"
performance-based restricted stock units financial
"a mix of performance-based restricted stock units (“PRSUs”) and time-based RSUs"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
change in control agreement financial
"entered into a severance agreement and a change in control agreement"
Good Reason financial
"includes an additional “Good Reason” trigger in the event that the Separation is not consummated"
Form 10 registration statement regulatory
"subject to ... the effectiveness of a Form 10 registration statement filed"
A Form 10 registration statement is a legal document companies file with the government to register their stock for trading by the public. It provides important information about the company's business, finances, and risks, helping investors make informed decisions about buying or selling its shares. Think of it as a detailed report card that reveals the company's health and prospects before it goes on the stock market.

FAQ

What is Court Carruthers’ compensation package at Genuine Parts Company (GPC)?

As CEO‑Elect, Carruthers will receive a $1,000,000 base salary, a 2026 bonus target of 150% of salary pro‑rated to one‑third, and a 2026 long‑term equity target of $6,000,000. Upon becoming CEO, his base salary rises to $1,200,000 with a long‑term incentive target of $7,200,000.

What sign-on equity awards will Court Carruthers receive from GPC?

Carruthers will receive two sign‑on RSU grants, each with a grant date value of $4,000,000. The first is granted on September 8, 2026 and the second on the first anniversary of that date, with each grant vesting 100% on the third anniversary of its grant date.

How are Bert Nappier’s and James Howe’s compensation targets changing at GPC (symbol GPC)?

Effective September 6, 2026, Nappier’s base salary rose to $800,000 with a 2026 bonus target of 100% of salary and a 2027 long‑term equity target of $2,500,000. Howe’s base salary rose to $750,000, with a 2026 bonus target of 100% and a 2027 equity target of $2,300,000.

When does Genuine Parts Company expect to complete the separation of GPC and Motion?

Genuine Parts Company states that the separation of its Global Automotive and Global Industrial businesses into GPC and Motion is expected to be completed in the first quarter of 2027, subject to customary conditions including final Board approval and effectiveness of a Form 10 registration statement.

When are the GPC and Motion investor days scheduled and what will they cover?

GPC’s investor day is scheduled for December 8, 2026 and Motion’s for December 9, 2026 in New York City. Leadership teams will provide business overviews and outline go‑forward strategies, focused investment priorities and long‑term value‑creation initiatives for each company.

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GENUINE PARTS CO false 0000040987 0000040987 2026-09-04 2026-09-04
 
 

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

September 4, 2026

Date of Report (date of earliest event reported)

 

 

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

GA   001-05690   58-0254510

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2999 WILDWOOD PARKWAY,  
ATLANTA, GA   30339
(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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CF.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1.00 par value per share   GPC   New York Stock Exchange

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Court Carruthers as Chief Executive Officer-Elect of the Company

On September 9, 2026, Genuine Parts Company (the “Company”) announced that Court Carruthers, a current member of the Company’s Board of Directors (the “Board”), has been appointed Chief Executive Officer-Elect of the Company, effective September 8, 2026 (the “Effective Date”), with Mr. Carruthers to assume the role of Chief Executive Officer of the Company, effective as of the consummation of the Company’s planned separation (the “Separation”) of its Global Automotive and Global Industrial businesses into two independent, publicly traded companies (the “Closing”). Will Stengel will continue to serve as Chairman and Chief Executive Officer of the Company until the Closing.

Mr. Carruthers will also continue to serve as a member of the Board.

Mr. Carruthers, age 54, has served as a member of the Board since September 2025. In addition, Mr. Carruthers has served as Vice Chair of TricorBraun, a privately-held global packaging distributor, since May 2025 and, prior to that, served as President and CEO of TricorBraun from October 2017 to May 2025. Mr. Carruthers previously held various executive leadership roles at W.W. Grainger, Inc., including Group President, Americas. Mr. Carruthers has also served on the board of directors of Ryerson Holding Corporation, a global distributor and processor of industrial metals, since August 2015.

In connection with his appointment, the Company and Mr. Carruthers entered into an offer letter, dated August 28, 2026 (the “Offer Letter”). The Offer Letter provides that, while serving as Chief Executive Officer-Elect of the Company, Mr. Carruthers will receive an annual base salary of $1,000,000 and an annual bonus target for 2026 of 150% of his base salary, pro-rated on a one-third basis of the full-year amount. Mr. Carruthers will also receive a 2026 long-term equity incentive grant consisting of a two-thirds pro-rated amount of the full-year target total value of $6,000,000, in a mix of performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“RSUs”). In addition, Mr. Carruthers will receive two sign-on RSU grants, each with a grant date value of $4,000,000, the first to be granted on the Effective Date and the second to be granted on the first anniversary of the Effective Date, each vesting 100% on the third anniversary of the applicable grant date.

Upon assuming the role of Chief Executive Officer of the Company at the Closing, Mr. Carruthers’ annual base salary will increase to $1,200,000, his annual bonus target will remain at 150% of his base salary, and his annual long-term incentive target will increase to a target total value of $7,200,000, in an expected mix of RSUs and PRSUs.

The Company and Mr. Carruthers also entered into a severance agreement (the “Severance Agreement”) and a change in control agreement (the “Change in Control Agreement”), in each case, effective as of the Effective Date. The Severance Agreement and the Change in Control Agreement contain substantially the same terms and conditions as the forms of severance agreement and change in control agreement entered into with the Company’s other executive officers, except that the Severance Agreement includes an additional “Good Reason” trigger in the event that the Separation is not consummated. Neither the Separation nor any transactions contemplated thereby will constitute a triggering event under the Severance Agreement


or the Change in Control Agreement. The foregoing descriptions of the Severance Agreement and the Change in Control Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the form of severance agreement and form of change in control agreement, which were filed as Exhibits 10.26 and 10.27 with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Mr. Carruthers will be eligible for other benefits and perquisites on terms substantially similar to those that apply to other executive officers of the Company, including participation in the Company’s health, welfare and other benefit plans.

There are no family relationships between Mr. Carruthers and any Company director or executive officer, and no arrangements or understandings between Mr. Carruthers and any other person pursuant to which he was selected as an officer. Mr. Carruthers does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Appointment of Bert Nappier as Chief Operating Officer of the Company

On September 9, 2026, the Company announced that Bert Nappier, Executive Vice President and Chief Financial Officer of the Company, has also been appointed to the position of Chief Operating Officer. Accordingly, effective as of September 6, 2026, Mr. Nappier holds the position of Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company.

In connection with his appointment, Mr. Nappier’s base salary was increased to $800,000 and his annual bonus target for 2026 was increased to 100% of his base salary, in each case, pro-rated from the effective date of his appointment. The target total value of Mr. Nappier’s 2027 long-term equity incentive grant was also set as $2,500,000.

Appointment of James Howe as Chief Operating Officer of Motion

On September 9, 2026, the Company announced that James Howe, President of Motion, has also been appointed to the position of Chief Operating Officer of Motion. Accordingly, effective as of September 6, 2026, Mr. Howe holds the position of President and Chief Operating Officer of Motion.

In connection with his appointment, Mr. Howe’s base salary was increased to $750,000 and his annual bonus target for 2026 was increased to 100% of his base salary, in each case, pro-rated from the effective date of his appointment. The target total value of Mr. Howe’s 2027 long-term equity incentive grant was also set as $2,300,000.

 

Item 7.01

Regulation FD Disclosure.

On September 9, 2026, the Company issued a press release announcing key leadership roles in connection with the Separation. In addition, the Company announced that both Global Automotive and Global Industrial will host separate investor days on December 8, 2026 and December 9, 2026, respectively. A copy of the press release is furnished as Exhibit 99.1 hereto.


The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K that are not historical facts constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “project,” “continue,” “positioned,” “forecast,” “outlook,” and other similar expressions. While the Company believes expectations for the future are reasonable in view of currently available information, these forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from those contained in the forward-looking statements. These risks and uncertainties include factors such as (a) uncertainties as to the timing of the Separation and whether it will be completed; (b) the possibility that various closing conditions for the Separation may not be satisfied; (c) failure of the Separation to qualify for the expected tax treatment; (d) the risk that GPC and Motion will not be separated successfully or such separation may be more difficult, time-consuming and/or costly than expected; (e) the possibility that the strategic, operational and financial opportunities from the Separation may not be achieved; and (f) the other risks, uncertainties and other factors discussed under “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Statements in this Current Report on Form 8-K that are “forward-looking” include, without limitation, statements regarding the planned Separation, the anticipated leadership transitions in connection therewith and the planned investor days. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no duty to update any forward-looking statements except as required by law. You are advised, however, to review any further disclosures on related subjects in the Company’s subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the Securities and Exchange Commission.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number   

Description

10.1*    Offer Letter, dated August 28, 2026
99.1    Press Release, dated September 9, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Indicates management contracts and compensatory plans and arrangements.


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: September 9, 2026     By:  

/s/ Bert Nappier

      Name: Bert Nappier
     

Title: Executive Vice President, Chief

Operating Officer and Chief Financial

Officer

Exhibit 99.1

Press Release

 

Genuine Parts Company Names Leadership Teams and Board Leadership for Automotive and Industrial Businesses

Schedules December Investor Days to Highlight GPC and Motion Growth and Value Creation Initiatives

Separation Remains on Track for Completion in First Quarter 2027

ATLANTA, September 9, 2026 – Genuine Parts Company (NYSE: GPC), a leading global service provider of automotive and industrial replacement parts and value-added solutions, today announced future leadership teams and Board leadership for its Automotive and Industrial businesses as it advances its planned separation into two independent, publicly traded companies.

Upon completion of the separation, the company’s Automotive business will operate as Genuine Parts Company (“GPC”), and its Industrial business will operate as Motion.

 

   

Court Carruthers, a current GPC Board member, has been appointed Chief Executive Officer-elect of GPC, effective immediately, and will assume the role of Chief Executive Officer upon completion of the separation, which is targeted for the first quarter of 2027.

 

   

Jean-Jacques Lafont, a current GPC Board member and Co-founder of GPC’s European operations, has been appointed Non-Executive Chairman of GPC upon completion of the separation, bringing deep automotive aftermarket and independent-owner experience, global business expertise and a proven track record of organic and inorganic growth.

 

   

Will Stengel, current Chairman and Chief Executive Officer of GPC, will join Motion as Chairman and Chief Executive Officer upon completion of the separation.

“The Board undertook a thoughtful and deliberate process to identify the right leaders for GPC and Motion’s next chapters,” said Russ Hardin, Lead Director of Genuine Parts Company. “We have great confidence in Will Stengel and Court Carruthers and believe their leadership and relevant expertise, supported by strong management teams and Board leadership, positions both companies to pursue their distinct strategies, accelerate growth and create long-term shareholder value.”

Court Carruthers Appointed Chief Executive Officer-elect of Genuine Parts Company

Carruthers is a current member of the GPC Board of Directors and brings extensive operating and executive leadership experience in business-to-business distribution.

Most recently, Carruthers served as Chief Executive Officer of TricorBraun, a global packaging distribution leader with 110 locations across North America, Europe and Australasia. During his tenure, revenue and EBITDA tripled while the company significantly expanded its global footprint. Previously, he spent 13 years at W.W. Grainger in various global leadership roles, most recently as Group President, Americas, where he led a $9 billion distribution business across North and South America. Over his career, Carruthers has completed more than 100 acquisitions and brings deep experience in commercial growth, supply chain optimization, digital transformation and international expansion.


Carruthers also brings earlier experience in the automotive aftermarket and independent-owner model through Grainger’s former automotive joint venture in Canada. He has significant M&A, capital markets and public company governance expertise, including board service with US Foods, Ryerson Holding Corp., Foundation Building Materials and Dollarama. Carruthers holds a Doctor of Business Administration from Pepperdine University and is a CPA (Canada).

GPC Leadership Team and Board of Directors

The company also announced that Bert Nappier, currently Executive Vice President and Chief Financial Officer, will serve as Executive Vice President, Chief Financial and Operating Officer of GPC, effective immediately.

The GPC leadership team, upon the separation, will include the following individuals:

 

   

Court Carruthers, Chief Executive Officer-elect

 

   

Bert Nappier, Executive Vice President and Chief Financial and Operating Officer

 

   

Jenn Hulett, Executive Vice President and Chief People Officer

 

   

Chris Galla, Senior Vice President and General Counsel and Corporate Secretary

 

   

Alain Masse, President, North America Automotive

 

   

Franck Baduel, CEO European Automotive

 

   

Rob Cameron, Managing Director and Group CEO, Australasia

Upon the separation, the GPC Board leadership will include:

 

   

Jean-Jacques Lafont, Co-founder of GPC’s European business, as Non-Executive Chairman

 

   

Court Carruthers, Chief Executive Officer

Will Stengel Appointed Chairman and Chief Executive Officer of Motion

Stengel currently serves as Chairman and Chief Executive Officer of Genuine Parts Company and will join Motion as Chairman and Chief Executive Officer as it establishes itself as a standalone public company. He has served as a member of the GPC Board of Directors and as the company’s Chief Executive Officer since June 2024.

Stengel joined GPC in 2019 as Executive Vice President and Chief Transformation Officer, bringing nearly two decades of leadership and business-to-business distribution experience. He previously served as President of GPC from 2021 to 2023 and as President and Chief Operating Officer beginning in 2023. Prior to joining GPC, Stengel held numerous executive leadership roles at HD Supply, a diversified industrial distributor, including during its transition from a private to public company. Stengel also held strategy and M&A roles at The Home Depot and in investment banking.

James Howe Appointed President and Chief Operating Officer of Motion

Howe will continue to lead Motion’s day-to-day operations and strategy in an elevated role as President and Chief Operating Officer, effective immediately. Prior to being named President of Motion in 2024, Howe served as Motion’s Chief Commercial Officer and Chief Technology Officer. He has more than 30 years of experience at Motion, having held numerous field leadership roles before moving to the corporate office in 2019.

 

2


Howard Yu Appointed Executive Vice President and Chief Financial Officer of Motion

Yu will join Motion as Executive Vice President and Chief Financial Officer, bringing extensive finance, capital markets and public company experience as Motion prepares to launch as an independent public company.

Yu most recently served as Executive Vice President and Chief Financial Officer of Ball Corporation. Previously, he served as Chief Financial Officer of Envista Holdings, a publicly traded global company and spin-off from Danaher Corporation, and helped lead its separation and initial public offering in 2019. Over his 22-year career with Danaher and Envista, Yu served as Chief Financial Officer for multiple global divisions across Asia, Europe and Latin America and led successful M&A, allocated capital and built operational finance processes to enable shareholder value creation.

Yu began his career as a Senior Auditor at Deloitte & Touche and later held finance leadership roles at Hewlett-Packard, Conexant and Beckman Coulter.

Motion Leadership Team and Board of Directors

Kevin Stone, currently Senior Vice President, IT and Procurement, will serve as Executive Vice President, Chief Information Officer, and Billy Hamilton, currently Senior Vice President, People, will serve as Executive Vice President, Chief Human Resources Officer of Motion, effective immediately.

The Motion leadership team will include the following individuals:

 

   

Will Stengel, Chairman and Chief Executive Officer

 

   

James Howe, President and Chief Operating Officer

 

   

Howard Yu, Executive Vice President and Chief Financial Officer

 

   

Kevin Stone, Executive Vice President and Chief Information Officer

 

   

Billy Hamilton, Executive Vice President and Chief Human Resources Officer

The GPC Board is in active discussions with Motion director candidates that will bring relevant and complementary experience and will be announced at the appropriate time, effective upon the separation.

Investor Days

GPC and Motion will host separate investor days in New York City, with GPC’s Investor Day scheduled for December 8, 2026, and Motion’s Investor Day scheduled for December 9, 2026.

Members of each company’s leadership team will provide details on their respective businesses and outline their go-forward strategies for growth, focused investment and long-term value creation initiatives. Additional information, including webcast and registration details, will be provided in the coming weeks.

Advancing Toward Separation

As previously announced, the separation is expected to be completed in the first quarter of 2027, subject to customary conditions, including final approval by GPC’s Board of Directors and the effectiveness of a Form 10 registration statement filed with the U.S. Securities and Exchange Commission.

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.

 

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Forward-Looking Statements

Certain statements in this press release that are not historical facts constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “project,” “continue,” “positioned,” “forecast,” “outlook,” and other similar expressions. While the Company believes expectations for the future are reasonable in view of currently available information, these forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from those contained in the forward-looking statements. These risks and uncertainties include factors such as (a) uncertainties as to the timing of the separation and whether it will be completed; (b) the possibility that various closing conditions for the separation may not be satisfied; (c) failure of the separation to qualify for the expected tax treatment; (d) the risk that GPC and Motion will not be separated successfully or such separation may be more difficult, time-consuming and/or costly than expected; (e) the possibility that the strategic, operational and financial opportunities from the separation may not be achieved; and (f) the other risks, uncertainties and other factors discussed under “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Statements in this press release that are “forward-looking” include, without limitation, statements regarding the planned separation of GPC’s Global Automotive and Global Industrial businesses, including the expected timing and anticipated benefits of the separation, the planned leadership teams, management appointments and boards of directors of GPC and Motion following the separation, the expected appointment of additional directors to the boards of GPC and Motion, the planned investor days for GPC and Motion and the go-forward strategies and future performance of GPC and Motion if the separation is completed. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no duty to update any forward-looking statements except as required by law. You are advised, however, to review any further disclosures on related subjects in the Company’s subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the Securities and Exchange Commission.

Contacts

 

Investor Contact:    Media Contact:
Timothy Walsh (678) 934-5349    Heather Ross (678) 934-5220
Vice President - Investor Relations    Vice President - Global Strategic Communications

 

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