Genuine Parts director converts RSUs, withholds shares for tax

GENUINE PARTS CO director Juliette W. Pryor reported routine equity compensation transactions involving restricted stock units and related tax withholding.

Rhea-AI Filing Summary

GENUINE PARTS CO director Juliette W. Pryor reported routine equity compensation transactions involving restricted stock units and related tax withholding. On May 3, 2026, she exercised derivative awards to acquire 1,673 shares of Common Stock through the conversion of vested restricted stock units. In a separate transaction the same day, 455 Common Stock shares were disposed of as a tax-withholding payment at a reported price of $104.66 per share. After these transactions, Pryor directly holds 1,218 shares of Genuine Parts Co common stock. Footnotes explain that each restricted stock unit represents a vested right to receive one share in the future and that the units convert to Common Stock on the fifth anniversary of the grant date or earlier upon specified events.

Insights

Equity compensation analyst

Routine RSU conversion with tax withholding; no open‑market trading.

Juliette W. Pryor, a director of Genuine Parts Co (GPC), converted 1,673 vested restricted stock units into an equal number of Common Stock shares on May 3, 2026. This is coded as an M transaction, an exercise or conversion of a derivative security.

To cover tax obligations, 455 shares were disposed of via an F-code tax-withholding transaction at $104.66 per share. The filing shows 1,218 Common Stock shares directly owned after these events, and no remaining derivative positions listed, indicating a standard compensation and tax-settlement pattern rather than discretionary market buying or selling.

Insider Trade Summary

1,673 shares exercised/converted

Exercise 3 txns

Insider PRYOR JULIETTE WILLIAMS

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,673	$0.00	$0.00
Exercise	Common Stock	1,673	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	455	$104.66	$48K

Holdings After Transaction: Restricted Stock Units — 1,673 contracts (Direct); Common Stock — 1,218 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a vested right to receive one share of GPC common stock at a future date.
2. F2. The restricted stock units are vested upon grant and convert to shares of GPC common stock on the fifth anniversary of the grant date, or earlier upon a change in control of GPC or the grantee's termination as a director of GPC by reason of death, disability or retirement.

Key Figures

Tax-withholding shares: 455 shares Tax-withholding price: $104.66 per share RSUs converted: 1,673 units/shares +1 more

4 metrics

Tax-withholding shares 455 shares Shares disposed for tax withholding at $104.66 on May 3, 2026

Tax-withholding price $104.66 per share Price for 455-share F-code disposition

RSUs converted 1,673 units/shares M-code derivative exercise converting RSUs to Common Stock

Shares owned after 1,218 shares Direct Common Stock holdings following reported transactions

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, change in control, +1 more

5 terms

Restricted Stock Units financial

"The restricted stock units are vested upon grant and convert to shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

change in control financial

"convert to shares ... upon a change in control of GPC"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

expiration date financial

"expiration_date": "1899-11-30T00:00:00.000Z""

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did GPC director Juliette Pryor report on this Form 4?

Juliette W. Pryor reported exercising restricted stock units to acquire 1,673 Genuine Parts Co common shares, and a separate tax-withholding disposition of 455 shares at $104.66 per share. After these routine equity compensation transactions, she directly owns 1,218 GPC common shares according to the filing.

Did Juliette Pryor buy or sell GPC shares in the open market on May 3, 2026?

The filing shows no open-market buys or sells. Instead, it records an M-code derivative exercise converting 1,673 restricted stock units into common shares and an F-code tax-withholding disposition of 455 shares, which represents shares withheld for taxes rather than a discretionary market trade.

How many Genuine Parts Co shares does Juliette Pryor hold after these transactions?

After the May 3, 2026 transactions, Juliette W. Pryor directly owns 1,218 shares of Genuine Parts Co common stock. This figure reflects the net position following conversion of 1,673 restricted stock units and the tax-withholding disposition of 455 shares reported in the same Form 4.

What do the restricted stock unit transactions mean for GPC director Juliette Pryor?

The restricted stock unit transactions represent compensation vesting rather than open-market trading. Each unit converts into one Genuine Parts Co share, and Pryor’s 1,673-unit conversion, alongside 455 shares withheld for taxes, indicates scheduled equity awards delivering stock ownership as part of her director compensation.

How are the restricted stock units for GPC’s Juliette Pryor structured according to the filing?

Footnotes state each restricted stock unit gives a vested right to receive one GPC share. Units vest upon grant and convert to common stock on the fifth anniversary of the grant date, or earlier if there is a change in control, or the director’s death, disability, or retirement from the board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 11:21 AM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PRYOR JULIETTE WILLIAMS

(Last) (First) (Middle)

2999 WILDWOOD PKWY SE

(Street)

ATLANTA GEORGIA 30339

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GENUINE PARTS CO [ GPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/03/2026		M		1,673	A	$0	1,673	D
Common Stock	05/03/2026		F		455	D	$104.66	1,218	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
Restricted Stock Units	(1)	05/03/2026		M			1,673	(2)	(2)	Common Stock	1,673	$0	1,673	D

Explanation of Responses:

1. Each restricted stock unit represents a vested right to receive one share of GPC common stock at a future date.

2. The restricted stock units are vested upon grant and convert to shares of GPC common stock on the fifth anniversary of the grant date, or earlier upon a change in control of GPC or the grantee's termination as a director of GPC by reason of death, disability or retirement.

Remarks:

	/s/ Chris Galla, Attorney in Fact	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)