Genuine Parts (GPC) chair exercises stock appreciation rights, withholds 8,740 shares for taxes

Rhea-AI Filing Summary

Genuine Parts Company non-executive chairman Paul D. Donahue reported equity compensation transactions involving stock appreciation rights and common shares. He exercised 9,730 stock appreciation rights, receiving the same number of common shares at an exercise price of $99.72 per share, tied to an award granted April 1, 2016. To cover tax obligations related to this exercise, 8,740 common shares were disposed of in a tax-withholding transaction at $118.19 per share, rather than through an open-market sale. After these transactions, Donahue directly held 148,007 shares of Genuine Parts common 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^*

Donahue Paul D

(Last) (First) (Middle)

2999 WILDWOOD PKWY

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

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)	X	Other (specify below)
			Non-Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		9,730	A	$99.72	156,747	D
Common Stock	02/23/2026		F		8,740	D	$118.19	148,007	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
Stock Appreciation Rights	$99.72	02/23/2026		M			9,730	(1)	04/01/2026	Common Stock	9,730	$0	0	D

Explanation of Responses:

1. The SAR vested and became exercisable in three equal installments on each of the first three anniversaries of the grant date April 1, 2016.

Remarks:

	/s/ Chris Galla, Attorney in Fact	02/24/2026
	** 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.

FAQ

What did Genuine Parts (GPC) non-executive chairman Paul Donahue report in this Form 4?

Paul Donahue reported an equity compensation exercise and related tax-withholding share disposition. He exercised 9,730 stock appreciation rights into common shares, then delivered 8,740 shares to satisfy tax obligations, ending with direct ownership of 148,007 Genuine Parts common shares.

How many Genuine Parts (GPC) stock appreciation rights did Paul Donahue exercise?

Paul Donahue exercised 9,730 stock appreciation rights that had vested from an award granted April 1, 2016. These rights converted into 9,730 Genuine Parts common shares at an exercise price of $99.72 per share, increasing his direct common stock holdings before the tax-withholding disposition.

What was the purpose of the 8,740-share disposition reported for Genuine Parts (GPC)?

The 8,740-share disposition was recorded under transaction code F, indicating shares were delivered to cover the exercise price or tax liabilities. It represents a tax-withholding disposition rather than an open-market sale, executed at $118.19 per share following the stock appreciation rights exercise.

What is Paul Donahue’s direct common stock ownership in Genuine Parts (GPC) after these transactions?

After exercising stock appreciation rights and the related tax-withholding share disposition, Paul Donahue directly holds 148,007 Genuine Parts common shares. This figure reflects his updated direct ownership position following the derivative exercise and subsequent delivery of shares to satisfy tax obligations.

How are the Genuine Parts (GPC) transactions classified in this Form 4 filing?

The filing shows an exercise of derivative securities (stock appreciation rights) coded M and a tax-withholding disposition coded F. Both transactions are reported as direct ownership events, with the derivative exercise categorized as an acquisition and the F-code transaction as a disposition of common shares.