Genuine Parts (GPC) Director Receives 449 Vested RSUs; Converts After 5 Years

Rhea-AI Filing Summary

Reporting person: Carruthers Court D, identified as a director of Genuine Parts Company (GPC). On 09/04/2025 the reporting person was granted 449 restricted stock units (RSUs). Each RSU represents a vested right to receive one share of GPC common stock at a future date. The RSUs were granted vested and will convert into 449 shares of common stock on the fifth anniversary of the grant date, or earlier upon a change in control of GPC or if the grantee's service as a director ends due to death, disability or retirement. The reported post-transaction beneficial ownership is 449 shares (direct) and the reported price is $0. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• 449 RSUs granted and vested, indicating immediate entitlement to future shares
• Conversion terms disclosed: RSUs convert to shares on the fifth anniversary or earlier on change in control or qualifying termination
• Transaction recorded as non-cash ($0), consistent with compensation awards rather than market trading

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director equity grant of 449 vested RSUs that convert after five years or on specified termination/change-in-control events.

This Form 4 discloses a standard director compensation award: 449 RSUs granted vested at issuance. The award structure — immediate vesting with conversion on the fifth anniversary or earlier upon change in control or qualifying termination — is typical for aligning long-term director incentives with shareholder value while providing change-in-control and retirement protections. For governance review, this is a disclosure of compensation timing and potential future dilution of 449 shares; no debt, sales, or derivative activity was reported.

Securities Analyst

TL;DR: Insider received 449 RSUs recorded as 449 direct shares pending conversion; transaction appears non-cash, routine.

The transaction is an acquisition of non-derivative equity (RSUs) showing 0 price, indicating a compensation grant rather than a market purchase. The immediate vesting clause followed by five-year conversion suggests long-term retention incentives rather than short-term trading. The reported beneficial ownership post-transaction is limited to 449 shares, which is immaterial relative to typical public company float, and thus likely has minimal market impact. No sales or option exercises were reported.

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

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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^*

CARRUTHERS COURT 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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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

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)	09/04/2025		A		449		(2)	(2)	Common Stock	449	$0	449	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	09/08/2025
	** 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

Who filed the Form 4 for GPC on behalf of the reporting person?

The Form 4 was signed and filed by Chris Galla, Attorney in Fact on 09/08/2025.

What type and amount of security was reported for GPC (ticker: GPC)?

The filing reports 449 restricted stock units (RSUs) that represent rights to 449 shares of GPC common stock.

When do the RSUs convert into shares according to the Form 4?

The RSUs convert into shares on the fifth anniversary of the grant date or earlier upon a change in control or qualifying termination (death, disability, retirement).

What was the reported price for the RSU grant on the Form 4?

The reported price is $0, indicating the award was granted as compensation rather than purchased.

What is the reporting person's relationship to Genuine Parts Company?

The reporting person, Carruthers Court D, is listed as a director of Genuine Parts Company.