GENUINE PARTS CO SEC Filings

Genuine Parts Company is asking shareholders to vote at its virtual 2026 annual meeting on April 27, 2026 to elect 11 directors, approve executive pay on an advisory basis, and ratify Ernst & Young LLP as auditor for 2026. Only holders of common stock as of February 18, 2026, when 139,122,108 shares were outstanding, may vote, with one vote per share.

The company highlights 2025 net sales of $24.3 billion, up 3.5%, expanded gross margin for a third year, and investments of $470 million in capital expenditures and $318 million in acquisitions. It returned $564 million via dividends and raised the annualized dividend 3.2% to $4.25 per share, marking 70 consecutive years of increases.

GPC plans to separate its Automotive and Industrial businesses into two independent publicly traded companies, targeting completion in the first quarter of 2027, subject to customary approvals and conditions. The board has been refreshed with several new independent directors, nine of the eleven nominees are independent, and leadership will shift as Paul Donahue retires as non-executive chair and CEO William P. Stengel II becomes chair. The proxy also details governance practices, board committees, ownership data, and a pay-for-performance executive compensation program with incentive payouts tied to Adjusted EBITDA, sales, working capital and multi‑year ROIC and EBITDA goals.

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.

Genuine Parts Company reports 2025 net sales of $24.3 billion, driven by a global network of more than 10,800 locations across North America, Europe and Australasia. Automotive businesses generated about 63% of revenue, with the Industrial segment contributing the remaining 37%.

On February 17, 2026, the company announced plans to separate into two independent, publicly traded companies: Global Automotive and Global Industrial, targeting completion in the first quarter of 2027, subject to board approval, regulatory clearances and other customary conditions. Management cautions there is no assurance the separation will occur or achieve its intended strategic, operational and financial benefits.

Genuine Parts highlights competitive strengths in brand recognition (including NAPA and Motion), broad product assortments, and extensive distribution capabilities, while detailing risks from economic conditions, tariffs, supply chain disruption, cybersecurity, competition, and execution of its transformation and separation plans. The company has increased its annual dividend for 69 consecutive years through 2025 and emphasizes strong cash flow, disciplined capital allocation and ongoing investments in supply chain modernization, technology, and sustainability initiatives.

Genuine Parts Company reported mixed 2025 results while outlining major strategic changes. Net sales for 2025 rose to $24.3 billion, up 3.5% from 2024, but GAAP net income fell sharply to $66 million, or $0.47 per diluted share, largely due to a one-time, non-cash pension settlement and other charges. Adjusted net income was much higher at $1.0 billion, or $7.37 per diluted share.

In the fourth quarter, sales grew 4.1% to $6.0 billion, with Industrial segment EBITDA up 8.7% and both automotive segments growing sales but seeing lower margins. The company generated $890.8 million in operating cash flow and $420.9 million in free cash flow, ended the year with $1.5 billion of liquidity, and repaid $500 million of senior notes.

The Board approved a 3.2% increase in the regular quarterly dividend, raising the annual rate to $4.25 per share and marking the 70th consecutive year of increases. Looking to 2026, the company forecasts 3%–5.5% total sales growth, GAAP EPS of $6.10–$6.60, adjusted EPS of $7.50–$8.00, and free cash flow of $550 million–$700 million.

Strategically, Genuine Parts plans to separate into two independent, publicly traded companies: Global Automotive, a NAPA-led global aftermarket business with over $15 billion in 2025 sales and $1.2 billion of EBITDA, and Global Industrial (Motion), a diversified industrial distributor with about $9 billion in sales and more than $1.1 billion of EBITDA. The tax-free separation is targeted for the first quarter of 2027, subject to customary conditions, with dedicated investor days for each business planned in the second half of 2026.

Genuine Parts Company reported a planned board leadership change. Paul D. Donahue, the Non-Executive Chairman of the Board, will retire from the Board at the end of his term at the company’s 2026 annual meeting of shareholders.

In connection with this planned retirement, the Board has appointed Will Stengel, the company’s President and Chief Executive Officer, to also serve as Chairman of the Board, effective upon Mr. Donahue’s retirement. The company issued a press release on January 15, 2026 describing this leadership transition and furnished it as Exhibit 99.1.

Genuine Parts Company disclosed a Form 4 reporting that a director acquired 202 shares of phantom stock on 01/05/2026. Each phantom stock share is economically equivalent to one share of GPC common stock and will be settled in cash or common stock based on the director's prior deferral election.

Following this transaction, the director beneficially owns 5,030 phantom stock shares, which includes 40 shares acquired through the most recent Dividend Reinvestment Plan purchase. The derivative security is tied to GPC common stock, with the reported transaction price of $123.5 per phantom stock share.

Genuine Parts Company director reports new phantom stock award in a Form 4 filing. On 01/05/2026, the reporting person acquired 253 shares of phantom stock, which are derivative securities tied to Genuine Parts Company common stock.

Each share of phantom stock is the economic equivalent of one share of GPC common stock and will be paid in cash or common stock, based on the director’s prior deferral election. After this transaction, the director beneficially owns 10,030 shares of phantom stock, which includes 81 shares acquired through the most recent Dividend Reinvestment Plan purchase.

Genuine Parts Company director filed a Form 4 reporting a new award of phantom stock tied to GPC common shares. On 01/05/2026, the director acquired 253 phantom stock units, each economically equivalent to one share of GPC common stock.

After this transaction, the director beneficially owns 3,990 phantom stock units. These phantom stock units become payable in cash or in common stock, at the election of the director, based on a prior deferral election. The total includes 31 phantom stock units acquired through the most recent Dividend Reinvestment Plan purchase.

Genuine Parts Company director and Non-Executive Chairman reports estate-planning share transfers. A reporting person for Genuine Parts Co. moved blocks of 82,951 shares of common stock on two occasions on 12/23/2025 in transactions coded "G," indicating gifts or similar transfers. The shares were transferred to and from an irrevocable family trust for estate planning purposes at a price of $0 per share, so no cash changed hands.

Following these movements, the reporting person holds 147,017 shares directly and 82,951 shares indirectly through the family trust. The reporting person disclaims beneficial ownership of the trust-held shares except to the extent of any pecuniary interest. Overall, the activity reshapes how the holdings are titled rather than changing the aggregate economic exposure.