Director at Genuine Parts Co (NYSE: GPC) settles RSUs via share withholding

Rhea-AI Filing Summary

Genuine Parts Co director Donna Westbrook Hyland exercised restricted stock units into common stock and used shares to cover taxes. She converted 1,673 restricted stock units into the same number of common shares, then had 455 common shares withheld at an implied price of $104.66 per share to satisfy tax obligations. After these compensation-related transactions, she directly owns 9,811 shares of Genuine Parts common stock. The filing shows a routine equity award vesting and tax-withholding event, not an open-market trade.

Insights

Equity compensation analyst

Routine director equity vesting with tax withholding, not a market trade.

Director Donna Westbrook Hyland converted 1,673 restricted stock units into common shares and had 455 shares withheld at $104.66 to cover tax liabilities. This follows a typical equity compensation pattern for board members.

The code F disposition reflects tax withholding, not an open-market sale, so it carries limited signaling value about her views on GENUINE PARTS CO. After these transactions she holds 9,811 common shares directly, with no remaining derivative positions shown in this filing.

Footnotes explain that each restricted stock unit converts into one share and that units vest upon grant but convert to stock on the fifth anniversary or earlier on specific events such as a change in control or qualifying termination, clarifying the long-term nature of these awards.

Insider Trade Summary

1,673 shares exercised/converted

Mixed 3 txns

Insider Hyland Donna Westbrook

Role null

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

Holdings After Transaction: Restricted Stock Units — 1,673 shares (Direct, null); Common Stock — 10,266 shares (Direct, null)

Footnotes (1)

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

RSUs converted: 1,673 units/shares Shares withheld for taxes: 455 shares Implied tax-withholding price: $104.66 per share +3 more

6 metrics

RSUs converted 1,673 units/shares Restricted stock units exercised into common stock on 2026-05-03

Shares withheld for taxes 455 shares Tax-withholding disposition at $104.66 per share

Implied tax-withholding price $104.66 per share Price used for 455-share tax-withholding transaction

Shares owned after transactions 9,811 shares Director’s direct Genuine Parts common stock holdings post-transaction

Exercise shares per summary 1,673 shares Total derivative exercise shares in transactionSummary

Tax-withholding shares per summary 455 shares Tax withholding total in transactionSummary

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security, change in control

4 terms

Restricted Stock Units financial

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

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

"Payment of exercise price or tax liability by delivering securities"

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 security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

change in control financial

"convert to shares of GPC common stock on the fifth anniversary ... or earlier 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Hyland Donna Westbrook

(Last) (First) (Middle)

191 PEACHTREE ST. STE 500

(Street)

ATLANTA GEORGIA 30303

(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	10,266	D
Common Stock	05/03/2026		F		455	D	$104.66	9,811	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)

FAQ

What did GPC director Donna Westbrook Hyland do in this Form 4 filing?

Donna Westbrook Hyland exercised 1,673 restricted stock units into Genuine Parts Co common shares and had 455 shares withheld to pay taxes. These are routine equity compensation and tax-withholding events, not open-market stock purchases or sales by the director.

How many Genuine Parts Co (GPC) shares does the director hold after these transactions?

After the reported transactions, Donna Westbrook Hyland directly owns 9,811 shares of Genuine Parts Co common stock. This figure reflects the net position following the RSU conversion of 1,673 shares and the tax-withholding disposition of 455 shares at $104.66 per share.

Was there an open-market sale of GPC stock in this Form 4?

No, the filing shows a tax-withholding disposition, not an open-market sale. 455 Genuine Parts Co shares were withheld at $104.66 per share to satisfy tax obligations arising from the vesting and conversion of 1,673 restricted stock units into common stock for the director.

What are the terms of the restricted stock units reported for GPC?

Each restricted stock unit represents a vested right to receive one Genuine Parts Co common share at a future date. The units vest upon grant and convert into common stock on the fifth anniversary, or earlier upon change in control, or qualifying director termination due to death, disability, or retirement.

How many restricted stock units did the GPC director convert into common stock?

The director converted 1,673 restricted stock units into 1,673 shares of Genuine Parts Co common stock. This conversion is recorded as a derivative exercise transaction and is part of the company’s long-term equity compensation program for directors rather than a market purchase.