Genuine Parts (GPC) 10-K risk factor changes: FY2025 vs FY2024

With respect to our [added: North America] Automotive [removed: segment,] [added: and International Automotive segments,] the primary factors are:

- changes in travel patterns, which may cause consumers to rely more on other [added: forms of] transportation;

- the consolidation of certain of our manufacturing customers [removed: and the trend of manufacturing operations being moved overseas,] which [removed: subsequently] reduces demand for our products;

- changes in legislation or government regulations or policies [removed: which] [added: that] could impact international trade among our multi-national customer base and cause reduced demand for our products; and

These include raw material shortages, inadequate manufacturing capacity, labor strikes, shortages and disputes anywhere within the supply and distribution chain delivering products to us, tariff and customs legislation and enforcement, transportation disruptions, [removed: tax] [added: taxes] and other legislative uncertainties, public health emergencies and/or weather conditions.

Furthermore, financial or operational difficulties at a particular supplier could cause that supplier to increase the cost, or decrease the quality, of the products we [removed: purchase.][added: purchase or prevent that supplier from operating.]

[removed: Our supply chain] modernization initiative is designed to improve our efficiency, geographic reach and market penetration; however, executing this initiative requires substantial capital investment, including significant expenditures for, among other things, real estate and construction and technology enhancements.

readily, [added: rapidly scale and invest in their businesses,] more successfully utilize developing technology, including data analytics, artificial intelligence, and machine [added: learning, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers.]

We have operations or activities in numerous countries and regions outside the [removed: United States,] [added: U.S.,] including throughout western Europe and Australasia.

Specifically, instability in the geopolitical environment in many parts of the world (including as a result of the conflict between Russia and Ukraine, the conflict and unrest in the Middle East, and [removed: China-Taiwan relations)] [added: recent developments in relations between the U.S.] and [added: Venezuela) and] other disruptions may continue to put pressure on global economic conditions and supply chains.

For example, the U.S., other NATO members and other countries across the globe [removed: have] instituted sanctions and other penalties against Russia in response to its conflict with Ukraine.

- adverse changes in international trade policies and relations, including U.S. [removed: relations with China;][added: tariff policies;]

Despite our implementation of various security measures, our IT systems and operations [added: (and the third-party IT systems and operations with which we interact)] could be subject to damage or interruption from computer viruses, natural disasters, unauthorized physical or electronic access, power outages, telecommunications failure, computer system or network failures, wire transfer failure, employee error/malfeasance, cyber-attacks, security breaches, and other similar disruptions.

In addition, the IT systems of businesses that we have acquired or may acquire could present issues that we were not [added: able to identify prior to the acquisition or other issues that continue to pose risk to us, such as those related to collection, use maintenance and data disclosure practices or other cybersecurity vulnerabilities.]

Additionally, the techniques and sophistication used to conduct cyber-attacks and breaches of IT systems change frequently, including as a result of the deployment of evolving artificial intelligence tools [added: and machine learning tools] used to identify vulnerabilities and create more effective phishing attempts, and have the potential to not be recognized until such attacks are launched or have been in place for a period of time.

A serious prolonged disruption of our information systems for any of the above reasons could materially impair fundamental business processes [added: (including the timely reporting of financial information)] and increase expenses, decrease sales or otherwise impact earnings and cash flows.

[removed: If we are unable to successfully provide the e-commerce] [added: commerce] solutions our retail and business customers desire, differentiate ourselves from our competitors' e-commerce solutions or adapt to new or enhanced e-commerce tools, we may lose existing customers and fail to attract new ones.

[added: Further, our responses to any union organizing efforts could] negatively impact how our brand is perceived by our employees and customers and have material adverse effects on our business and future results.

Effective internal controls are necessary for us to provide reliable and accurate financial [removed: statements] [added: statements, safeguard our assets] and to effectively prevent fraud.

Our business, financial condition, results of operations and cash flows have been and may in the future be adversely affected by uncertain global economic conditions, including inflation or deflation, domestic outputs, geopolitical uncertainty and unrest, employment rates and wages, including increases in minimum wage, changes in tax policies, changes in energy costs, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, elevated interest rates for prolonged periods, monetary policies, volatile exchange rates, changes in fiscal and regulatory priorities [removed: as a result of the outcome of] [added: under] the [removed: 2024 U.S.] [added: current] presidential [removed: election,] [added: administration,] and other challenges that could affect the global economy.

[removed: A failure to comply with these restrictions could result in a] default under our financing obligations or could require us to obtain waivers from our lenders for failure to comply with these restrictions.

For example, regulations that impose extensive [removed: mandatory] requirements related to GHG continue to be considered by or have been issued by policy makers in [removed: both the federal and] certain state governments in the U.S., by the European Union, and by national governments in Canada, the U.K., Australia and elsewhere.

Many of the regulations that have been issued [added: outside the U.S.] create mandatory, annual reporting requirements related to carbon emissions and other sustainability-related information that will ultimately be subject to audit and could expose our company to fines, regulatory inquiry or negative publicity if we fail to comply.

Changes in automotive technology (including the adoption of electric vehicles or the use of artificial [removed: intelligence)] [added: intelligence] and [added: machine learning) and] compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional [added: compliance costs and other] expenditures by us or our suppliers all of which could adversely impact the demand for our products and our business, financial condition, results of operations or cash flows.

Changes in legislation or government regulations or policies, particularly those relating to [removed: taxation and] international [removed: trade,] [added: trade and taxation,] could have a significant impact on our results of operations.

In addition, [removed: as a global business,] we are subject to taxation in each of the jurisdictions in which we operate.

Changes in the tax laws [added: or policies] of these jurisdictions, or in the interpretation or enforcement of existing tax laws, could subject our business to audits, inquiries and legal challenges from taxing authorities and could reduce the benefit of tax structures previously implemented for our operations.

Many factors influence our reputation and the value of our brands including the perception held by our customers, [added: suppliers,] business partners, investors, regulators, other key stakeholders and the communities in which we do business.

Our [removed: 2024] [added: 2025] Sustainability Report is available on our website.

The stock market in general has experienced significant price and volume fluctuations that [removed: sometimes] have [added: sometimes] been unrelated or disproportionate to the operating performance of listed companies.

These broad market, geopolitical and industry factors among others may harm the market price [added: of our common stock, regardless of our operating performance and growth outlook, and the value of your investment may decline.]

Forward-looking statements may relate, for example, to the company's view of business and economic trends for the coming year and the company's expectations regarding its ability to capitalize on these business and economic trends; the company's full-year 2026 outlook and the company's ability to successfully execute on its strategic priorities, including the company's anticipated separation of Global Automotive and Global Industrial into two independent, publicly traded companies.

Our supply chain

Our results of operations, revenue, and supply chain could be materially affected as a result of a bankruptcy, insolvency or other credit failures of a significant customer or vendor.

Our operations depend on relationships with various customers and vendors, and we may be exposed to risks if any customer or vendor declares bankruptcy, becomes insolvent, or otherwise fails to meet its financial or contractual obligations.

For example, in September 2025, one of the key vendors for our North America Automotive segment filed for Chapter 11 bankruptcy.

In the event a key customer or vendor files for bankruptcy or ceases operations, we may face significant disruptions including, but not limited to, delays in our supply chain, inability to source replacement goods at comparable costs, increased operating expenses, and such events may negatively impact our ability to collect outstanding receivables or ability to generate future sales and cash flow.

Credit and financial difficulties of our customers and vendors may also lead to a reduction in sales, price reductions, increased returns of our products, and could adversely affect our brand, revenue, operating results, and financial condition.

For further information about our cybersecurity strategy, risk assessment and management processes, see "Item 1C.

Cybersecurity."

If we are unable to successfully provide the e-

PROPOSED SEPARATION RISKS

The proposed separation of our Automotive and Industrial businesses may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the separation, if completed, will achieve the intended financial, strategic and operational benefits.

On February 17, 2026, following a comprehensive strategic and operational review by our Board of Directors and management team, we announced our intention to separate the Company into two independent, publicly traded companies: Global Automotive and Global Industrial.

The proposed separation is intended to be tax-free for U.S. federal income tax purposes for the Company’s shareholders and is expected to be completed in the first quarter of 2027.

Completion of the proposed separation is subject to, among other things, the final approval of our Board of Directors, receipt of requisite regulatory clearances and compliance with applicable SEC requirements.

The proposed separation is complex in nature, and unanticipated changes or developments could delay or prevent the completion of the separation or cause the separation to occur on terms or conditions that are different or less favorable than expected.

Whether or not we complete the separation, we may face significant challenges in connection with the transaction, including, without limitation:

- our ability to maintain operational, commercial, data and information technology, intellectual property, human resources, finance, legal, sales, and marketing continuity where necessary between the two companies;

- the risk that, if the Internal Revenue Service determines that certain steps of the proposed separation do not qualify for tax-free treatment for U.S. federal income tax purposes, the Company and its shareholders could incur significant tax liabilities;

- costs and expenses related to the proposed separation are expected to be significant, including costs related to commercial and operational dis-synergies, restructuring and other transaction expenses, expenses related to establishing stand-alone operational, commercial, personnel, and digital and technology infrastructure and accounting, tax, legal, and other professional services expenses, any of which may be higher than initially expected;

- retaining existing business and operational relationships, including with customers, suppliers, employees, and other counterparties;

- failing to successfully promote retention, as well as motivate and maintain efficient and effective labor and employee relations;

- obtaining any required regulatory licenses, operating authority, or contractual consents;

- determining the appropriate allocations of assets and liabilities between Global Automotive and Global Industrial, as well as the terms governing the relationship between the two companies following the separation; and

- potential negative reactions from investors and other external stakeholders.

There can be no assurance that the separation, if completed, will achieve the intended financial, strategic and operational benefits (which are based on a number of assumptions, some or all of which may prove to be incorrect) or provide greater value to our shareholders than that reflected in the current price of our common stock, or that the dis-synergies of the separation will not exceed the anticipated amounts.

The market price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the uncertainties described above.

If the proposed separation occurs, Global Automotive and Global Industrial will each be less diversified companies with more concentrated areas of focus.

As a result, Global Automotive and Global Industrial may become more vulnerable to changing macroeconomic and market conditions; the results of operations, cash flows, effective tax rate, and other financial and operating metrics of each company may be subject to increased volatility; and the ability of each company to fund capital expenditures and investments, pay dividends, and service debt may be diminished.

To the extent challenges related to the proposed separation adversely affect our business, they may also have the effect of heightening other risks disclosed in this Form 10-K, any of which could materially and adversely affect our business, results of operations, and the price of our common stock.

Our business is global, and changes to existing international trade agreements, blocking of foreign trade, increased protectionism, or imposition of tariffs on foreign goods could, among other things, weaken consumer confidence, negatively impact employment rates in industries on which we are dependent, result in higher cost of goods sold and lower gross profit and margins, cause supply chain delays or disruptions or diminishing returns on capital investments, including with respect to our ongoing distribution center optimization initiative, and deter customers in our Industrial segment from pursuing facilities and automation projects, all of which could have an adverse impact on our business, results of operations, financial condition and cash flows in future periods.

Additionally, in the first half of 2025, the United States imposed increased tariffs on foreign imports into the United States, including an additional 20% tariff on all product imports from China, an additional 25% tariff on all product imports from Mexico and Canada, as well as additional proposed tariffs on other countries.

The tariff policy environment has been and is expected to continue to be dynamic, and we cannot predict what additional actions may ultimately be taken by the United States or other governments with respect to tariffs or trade relations, including retaliatory trade measures taken by other countries in response to existing or future United States tariffs or other measures.

While we have taken steps to mitigate the impact of tariffs on our businesses, including through price increases and supply chain enhancements, tariffs and related inflationary pressures have impacted our SG&A expenses and gross margins.

If these pressures continue or worsen, we may be required to take additional steps to mitigate the impact on our business, which could adversely affect our business and financial results.

As a global business, we are also subject to many laws governing international relations and our international operations, including laws such as the U.S. Foreign Corrupt Practices Act that prohibit improper payments to government officials and commercial customers and that restrict where we can do business, what information or products we can import and export to and from certain countries and what information we can provide to a non-U.S. government.

We have internal policies and procedures relating to compliance with these and other international laws; however, there is a risk that such policies and procedures will not always protect us from the improper acts of employees, agents, business partners or representatives.

Violations of international laws, which are complex, may result in criminal penalties, sanctions and/or fines, and may also result in costly and time-consuming governmental investigations, any or all of which could have an adverse effect on our business, financial condition and results of operations and reputation.

Further, we are exposed to accounts receivable risk and, thus, any significant deterioration in our customer's credit quality could lead to increased credit losses, reduced cash flow, and could have an adverse material effect on our financial condition and results of operations.

A failure to comply with these restrictions could result in a

Forward-looking statements may relate, for example, to future operations, including the anticipated synergies and benefits of any acquisitions or divestitures, as well as prospects, strategies, investments, financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services.

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

learning, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers.

For example, the CrowdStrike outage that occurred in July 2024 negatively impacted our operations and financial results in the third quarter of 2024.

able to identify prior to the acquisition or other issues that continue to pose risk to us, such as those related to collection, use maintenance and data disclosure practices or other cybersecurity vulnerabilities.

In particular, work-from-home arrangements rely on virtual environments and communications systems, which have been subjected to increasing third-party vulnerabilities and security risks at various businesses.

Further, our responses to any union organizing efforts could

Accordingly, any negative impact of our credit ratings, or placement of our credit ratings on “review” or “watch” status, could result in higher interest expense and could impact the terms of any additional indebtedness we incur in the future.

Our business is global, so changes to existing international trade agreements, blocking of foreign trade, increased protectionism, or imposition of tariffs on foreign goods could result in decreased revenues and/or increases in pricing, either of which could have an adverse impact on our business, results of operations, financial condition and cash flows in future periods.

For instance, the United States imposed Section 232 tariffs on many imported products of steel and aluminum in March 2018 and expanded the tariffs to additional derivative products of steel and aluminum effective February 8, 2020.

The United States imposed Section 301 tariffs on most imported products from China starting in July 2018.

Although the United States and China reached a Phase One trade deal in January 2020, there was no Phase Two trade deal implemented and most of the tariffs imposed remain in place.

Uncertainty persists in the trade relationship between the two countries that impacts the global trade landscape, and as of February 2025, new tariffs were enacted that significantly increase tariffs on foreign imports into the United States.

The effects of these changes, including responsive actions from foreign governments, could also have significant impacts on our financial results.

of our common stock, regardless of our operating performance and growth outlook, and the value of your investment may decline.

[removed: Genuine Parts Company ("GPC") is a global service organization with] [added: We have] a long history of growth and innovation dating back to our founding in Atlanta, Georgia, in 1928.

Over nearly a century, we’ve built a reputation for delivering excellent customer service, profitable [removed: growth, leading distribution capabilities] [added: growth] and strong cash [removed: flow.][added: flow generation.]

In [removed: 2024,] [added: 2025,] we conducted business in North America, Europe and Australasia from more than [removed: 10,700] [added: 10,800] locations.

Our Automotive [removed: business] [added: businesses] operated in the U.S., Canada, Mexico, France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, Spain, Portugal, Australia and New Zealand and accounted for 63% of total revenues for the year.

Our Industrial business operated in the U.S., Canada, [removed: Mexico,] Australia, New Zealand, Indonesia and Singapore and accounted for 37% of total revenues.

This [removed: mission] [added: focus] drives our strategic financial [removed: objectives: outpacing market] [added: objectives which are growing] revenue [removed: growth,] [added: in excess of the market,] improving operating margins, maintaining a [removed: strong] [added: healthy] balance [removed: sheet and] [added: sheet, generating strong] cash flows, and allocating capital effectively.

By [removed: leveraging technology and] optimizing supply [removed: chains,] [added: chains and leveraging technology,] we are empowering our teams with cutting-edge tools to [added: continue our] focus on delivering exceptional customer service and driving sustainable growth.

At the heart of it all is our commitment to excellence, supported by a culture of continuous improvement and a legacy of strong leadership that has guided us for nearly [removed: 100 years.][added: a century.]

Comparable sales [removed: refer] [added: is a key metric that refers] to period-over-period comparisons of our net sales excluding the impact of acquisitions, [removed: divestitures,] foreign currency and other.

Our calculation of comparable sales is computed using total business days for the period and is inclusive of [removed: both] [added: sales from our] company-owned stores and sales to our independent [removed: owner's stores.][added: owners.]

[removed: We consider] [added: The company considers] this metric useful to investors because it provides greater transparency into management’s view and assessment of [removed: our] [added: the company’s] core ongoing operations.

This [added: is a] metric [added: that] is widely used by analysts, investors and competitors in our industry, however our calculation of the metric [removed: is] [added: may] not [added: be] comparable to similar measures disclosed by other companies, because not all companies and analysts calculate this metric in the same manner.

Additional costs in SG&A include our facilities, freight and delivery, [removed: marketing, advertising, technology, digital, legal and professional costs.]

Segment EBITDA is the measure we use to assess the profitability of our company’s business segments and it is calculated as net sales less cost of goods sold and total other operating expenses of the business segment, and it [added: excludes amounts reflected in Corporate EBITDA, net interest expense, depreciation and amortization and other unallocated costs.]

Our discussion of our results focuses on [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and year-to-year comparisons between those periods.

Discussions of [removed: 2022] [added: 2023] results and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] results that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

[removed: In 2024, net income totaled $904 million, down 31.3%, driven by] [added: These] costs [added: were partially offset by increased cost savings of approximately $175 million] associated with our global restructuring program, which was designed to better align our assets and cost structure to the current economic environment.

Our [removed: earnings in 2024 were] [added: lower net income was] also [removed: negatively impacted by higher SG&A costs, which were] driven by [removed: increases in personnel] [added: lower pension income] and [removed: rent costs due to] [added: higher SG&A expenses from] inflationary [removed: pressure] [added: pressures on salaries, healthcare costs, freight,] and [added: rent, as well as] planned investments in technology to modernize our systems and digital platforms.

Our results of operations are summarized below for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| Selling, administrative and other expenses | | | | | | [removed: 6,642,900] [added: 7,151,043] | | | | | | [removed: 28.3] [added: 29.4] | | % | | | | [removed: 6,167,143] [added: 6,642,900] | | | | | | [removed: 26.7] [added: 28.3] | | % | | | | [removed: 475,757] [added: 508,143] | | | | | | [removed: 7.7] [added: 7.6] | | % |

| Provision for doubtful accounts | | | | | | [removed: 30,001] [added: 37,020] | | | | | | [removed: 0.1] [added: 0.2] | | % | | | | [removed: 25,947] [added: 30,001] | | | | | | 0.1 | | % | | | | [removed: 4,054] [added: 7,019] | | | | | | [removed: 15.6] [added: 23.4] | | % |

| Restructuring and other costs | | | | | | [removed: 213,520 | | | | | | 0.9 | | % | | | | — | | | | | | —] [added: 253,961] | | [removed: %] | | | | 213,520 | | | [removed: | | | 100.0 | | % |]

| Total non-operating expenses | | | | | | [removed: 53,248] [added: 908,483] | | | | | | [removed: 0.2] [added: 3.7] | | % | | | | [removed: 4,705] [added: 53,248] | | | | | | [removed: —] [added: 0.2] | | % | | | | [removed: 48,543] [added: 855,235] | | | | | | [removed: 1031.7] [added: 1606.1] | | % |

| (in thousands, except per share data) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | $ Change | | | | | | % Change | | |

| Adjusted diluted EPS | | | | | | $ | [removed: 8.16 | | | | | $ | 9.33] [added: 7.37] | | | | | $ | [removed: (1.17) | | | | | (12.5) |] [added: 8.16] | [removed: %] |

| [added: International] Automotive segment EBITDA margin | | | | | | [removed: 8.7] [added: 9.3] | | % | | | | [removed: 9.4] [added: 10.2] | | % | | | | | | | | | | | | |

| Industrial segment EBITDA margin | | | | | | [removed: 12.6] [added: 12.9] | | % | | | | [removed: 12.8] [added: 12.6] | | % | | | | | | | | | | | | |

| Corporate EBITDA margin | | | | | | [removed: (1.7)] [added: (1.5)] | | % | | | | [removed: (1.4)] [added: (1.7)] | | % | | | | | | | | | | | | |

| Adjusted EBITDA margin | | | | | | [removed: 8.5] [added: 8.3] | | % | | | | [removed: 9.3] [added: 8.5] | | % | | | | | | | | | | | | |

[removed: *Automotive*][added: *International Automotive*]

[removed: In 2024, our comparable sales were flat due] [added: We continue] to [added: be affected by] softer [added: consumer] demand, as macro-economic headwinds such as high interest rates and persistent cost inflation continued to impact [removed: customer buying behavior.][added: our customers, particularly in Europe.]

Economic activity in the U.S. manufacturing sector, measured by PMI, remained contractionary through [removed: most of 2024.][added: the]

Gross profit increased [removed: $233] [added: $417] million, or approximately [removed: 2.8%,] [added: 4.9%,] from [removed: 2023 due] [added: 2024, driven] primarily [removed: to] [added: by] an increase in net sales.

[removed: *Inventory Rebranding Strategic Initiative*][added: | Inventory rebranding strategic initiative (3) | | | | | | — | | | | | | 61,596 | | |]

SG&A expenses increased [removed: $476] [added: $508] million, or [removed: 7.7%,] [added: 7.6%,] from [removed: 2023.][added: 2024.]

[removed: Approximately 50% of the] [added: The remaining] increase was driven by [removed: personnel expense and 10% by higher rent expense, reflecting] inflationary [removed: pressures on annual] wage [removed: increases and lease renewals] [added: pressures, rising healthcare costs] and higher [removed: operating costs] [added: rent expense] due to [removed: acquisitions, primarily from the addition of more U.S. automotive stores.][added: lease renewals.]

[removed: Additionally, 10% of the increase was attributable] [added: We also continue] to [removed: our] [added: make] investments in technology [removed: as we continue] to enhance our [added: supply chain and] digital capabilities [removed: to] [added: as we] improve the customer experience, increase automation in distribution centers, and modernize payment platforms.

This initiative included [added: severance,] an announced voluntary retirement offer in the [removed: U.S., along with a] [added: U.S. during 2024, and] rationalization and optimization of certain distribution centers, stores and other facilities.

We recognized approximately [removed: $45] [added: $175] million in cost savings related to this global restructuring initiative for [removed: 2024.][added: 2025.]

[removed: We] [added: In 2025, we] incurred [removed: $53] [added: $908] million in net non-operating [removed: expenses in 2024,] [added: expenses,] a [removed: $48.5] [added: $855] million increase from [removed: $5] [added: $53] million in net non-operating expenses in [removed: 2023.][added: 2024.]

Genuine Parts Company ("GPC") is a leading global service provider of automotive and industrial replacement parts and value-added solutions.

We are focused on being the preferred employer, supplier, and partner while delivering values to our shareholders.

In the fourth quarter of 2025, we disaggregated our automotive aftermarket business into two reportable segments.

There were no changes to our Industrial segment.

We believe this expanded segmentation will provide our investors with additional information to better understand our performance.

Concurrent with the change in reportable segments, we revised our prior period financial information to be consistent with the current period presentation.

There was no impact on consolidated net sales, total operating expenses, net income or diluted EPS as a result of these changes.

marketing, advertising, technology, digital, legal and professional costs.

Refer to the Segment Data Footnote in the Notes to Consolidated Financial Statements for additional information.

Our results in 2025 reflect continued headwinds in global market conditions, persistent cost inflation, changes in tariffs and global trade regulations and costs associated with investments in our technology and supply chain capabilities to drive growth.

In 2025, net sales were $24.3 billion, an increase of 3.5%, primarily driven by acquisitions and slight comparable sales growth in all three segments.

Gross margin improved 50 basis points due to benefits from ongoing strategic pricing and sourcing initiatives and acquisitions.

Net income totaled $66 million, down 92.7% compared to the prior year period.

Our results include discrete charges for our pension settlement of $742 million, credit losses from the bankruptcy of First Brands Group of $151 million, and asbestos-related product liability remeasurement of $103 million.

These technology investments, along with enhancements to our supply chain capabilities, also contributed to higher depreciation and interest from additional borrowings year over year.

Impact of Tariffs on Our Business

We continue to monitor the global trade environment, including the tariffs on merchandise inventories sourced directly or indirectly from several countries, such as China, Canada, and Mexico and their impact on our operations.

During 2025, tariffs drove higher prices to our customers and cost inflation that impacted our gross margin and SG&A expenses.

We managed these challenges through strategic pricing and sourcing initiatives, leveraging global

supplier relationships and technology tools.

While the ongoing economic volatility continues to add uncertainty to our operating environment, we expect our balanced portfolio and global diversification will help mitigate potential disruptions.

See Part I, Item 1A.

Risk Factors for further discussion regarding tariff-related risks.

| | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | 24,300,141 | | | | | 100.0 | | % | | | | $ | 23,486,569 | | | | | 100.0 | | % | | | | $ | 813,572 | | | | | 3.5 | | % |

| Cost of goods sold | | | | | | 15,359,443 | | | | | | 63.2 | | % | | | | 14,962,954 | | | | | | 63.7 | | % | | | | 396,489 | | | | | | 2.6 | | % |

| Gross profit | | | | | | 8,940,698 | | | | | | 36.8 | | % | | | | 8,523,615 | | | | | | 36.3 | | % | | | | 417,083 | | | | | | 4.9 | | % |

| Depreciation and amortization | | | | | | 538,023 | | | | | | 2.2 | | % | | | | 407,978 | | | | | | 1.7 | | % | | | | 130,045 | | | | | | 31.9 | | % |

| Total operating expenses | | | | | | 7,980,047 | | | | | | 32.8 | | % | | | | 7,294,399 | | | | | | 31.1 | | % | | | | 685,648 | | | | | | 9.4 | | % |

| Interest expense, net | | | | | | 163,506 | | | | | | 0.7 | | % | | | | 96,827 | | | | | | 0.4 | | % | | | | 66,679 | | | | | | 68.9 | | % |

| Pension settlement charge | | | | | | 741,967 | | | | | | 3.1 | | % | | | | — | | | | | | — | | % | | | | 741,967 | | | | | | 100.0 | | % |

| Other | | | | | | 3,010 | | | | | | — | | % | | | | (43,579) | | | | | | (0.2) | | % | | | | 46,589 | | | | | | (106.9) | | % |

| Income before income taxes | | | | | | 52,168 | | | | | | 0.2 | | % | | | | 1,175,968 | | | | | | 5.0 | | % | | | | (1,123,800) | | | | | | (95.6) | | % |

| Income tax expense (benefit) | | | | | | (13,777) | | | | | | (0.1) | | % | | | | 271,892 | | | | | | 1.2 | | % | | | | (285,669) | | | | | | (105.1) | | % |

| Net income | | | | | | $ | 65,945 | | | | | 0.3 | | % | | | | $ | 904,076 | | | | | 3.8 | | % | | | | $ | (838,131) | | | | | (92.7) | | % |

| Diluted EPS | | | | | | $ | 0.47 | | | | | $ | 6.47 | | | | | $ | (6.00) | | | | | (92.7) | | % |

| North America Automotive segment EBITDA | | | | | | $ | 672,182 | | | | | $ | 715,530 | | | | | $ | (43,348) | | | | | (6.1) | | % |

| International Automotive segment EBITDA | | | | | | $ | 544,173 | | | | | $ | 568,001 | | | | | $ | (23,828) | | | | | (4.2) | | % |

| Industrial segment EBITDA | | | | | | $ | 1,146,422 | | | | | $ | 1,102,188 | | | | | $ | 44,234 | | | | | 4.0 | | % |

| Corporate EBITDA | | | | | | $ | (357,175) | | | | | $ | (389,217) | | | | | $ | 32,042 | | | | | (8.2) | | % |

Our mission is to be the employer, supplier, and investment of choice, while also being a valued corporate citizen in the communities we serve.

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excludes amounts reflected in Corporate EBITDA, net interest expense, depreciation and amortization and other unallocated costs.

We changed our segment profit and segment profit margin measures in the fourth quarter of 2024 to Segment EBITDA and Segment EBITDA margin, respectively.

In 2024, our net sales of $23.5 billion increased 1.7% year-over-year.

Our sales growth was driven primarily by acquisitions in our Automotive segment and two additional selling days.

Sales growth was partially offset by the negative impact of weak market conditions in both segments, as persistent high interest rates and economic uncertainty led to lower customer demand which resulted in flat Automotive comparable sales and declines in Industrial comparable sales in 2024.

Economic activity in the U.S. manufacturing sector, measured by the Purchasing Mangers' Index ("PMI"), contracted through most of 2024, negatively impacting purchases from our Industrial customers.

During the year, we incurred $221 million in restructuring and other costs under this program, and a charge of $62 million to cost of goods sold to write down certain existing inventory associated with a new global rebranding and relaunch of a key tool and equipment offering.

The investments we are making in technology, as well as new supply chain capabilities, are driving higher year-over-year depreciation and interest expense.

These costs were partially offset by improved gross margin due to the benefits from acquired businesses and ongoing initiatives around pricing and sourcing and from our global restructuring program.

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | 23,486,569 | | | | | 100.0 | | % | | | | $ | 23,090,610 | | | | | 100.0 | | % | | | | $ | 395,959 | | | | | 1.7 | | % |

| Cost of goods sold | | | | | | 14,962,954 | | | | | | 63.7 | | % | | | | 14,799,938 | | | | | | 64.1 | | % | | | | 163,016 | | | | | | 1.1 | | % |

| Gross profit | | | | | | 8,523,615 | | | | | | 36.3 | | % | | | | 8,290,672 | | | | | | 35.9 | | % | | | | 232,943 | | | | | | 2.8 | | % |

| Depreciation and amortization | | | | | | 407,978 | | | | | | 1.7 | | % | | | | 350,529 | | | | | | 1.5 | | % | | | | 57,449 | | | | | | 16.4 | | % |

| Total operating expenses | | | | | | 7,294,399 | | | | | | 31.1 | | % | | | | 6,543,619 | | | | | | 28.3 | | % | | | | 750,780 | | | | | | 11.5 | | % |

| Interest expense, net | | | | | | 96,827 | | | | | | 0.4 | | % | | | | 64,469 | | | | | | 0.3 | | % | | | | 32,358 | | | | | | 50.2 | | % |

| Other | | | | | | (43,579) | | | | | | (0.2) | | % | | | | (59,764) | | | | | | (0.3) | | % | | | | 16,185 | | | | | | (27.1) | | % |

| Income before income taxes | | | | | | 1,175,968 | | | | | | 5.0 | | % | | | | 1,742,348 | | | | | | 7.5 | | % | | | | (566,380) | | | | | | (32.5) | | % |

| Income taxes | | | | | | 271,892 | | | | | | 1.2 | | % | | | | 425,824 | | | | | | 1.8 | | % | | | | (153,932) | | | | | | (36.1) | | % |

| Net income | | | | | | $ | 904,076 | | | | | 3.8 | | % | | | | $ | 1,316,524 | | | | | 5.7 | | % | | | | $ | (412,448) | | | | | (31.3) | | % |

| Diluted EPS | | | | | | $ | 6.47 | | | | | $ | 9.33 | | | | | $ | (2.86) | | | | | (30.7) | | % |

| Automotive segment EBITDA | | | | | | $ | 1,283,531 | | | | | $ | 1,339,134 | | | | | $ | (55,603) | | | | | (4.2) | | % |

| Industrial segment EBITDA | | | | | | $ | 1,102,188 | | | | | $ | 1,132,921 | | | | | $ | (30,733) | | | | | (2.7) | | % |

| Corporate EBITDA | | | | | | $ | (389,217) | | | | | $ | (314,709) | | | | | $ | (74,508) | | | | | 23.7 | | % |

| Adjusted EBITDA | | | | | | $ | 1,996,502 | | | | | $ | 2,157,346 | | | | | $ | (160,844) | | | | | (7.5) | | % |

Our consolidated net sales increase of 1.7% includes a 2.6% benefit from acquisitions, which was partially offset by a 0.8% comparable sales decrease as described in the following segment discussions.

Net sales for Automotive were $14.8 billion in 2024, a 3.7% increase from 2023, driven by acquisitions, particularly in our U.S. Automotive business.

In 2024, we completed strategic acquisitions of more than 500 stores in the U.S., mostly from our independent owners, including the acquisition of our two largest, Motor Parts & Equipment Corporation ("MPEC") and Walker Automotive Supply, Inc. ("Walker").

These store acquisitions were in strategic markets and enable us to capture commercial benefits, leverage synergies and further drive revenue growth.

*Industrial*

Net sales for Industrial were $8.7 billion in 2024, a 1.4% decrease from 2023, driven by a 2.1% decrease in comparable sales and a 0.1% unfavorable impact of currency translation.

This was partially offset by a 0.8% contribution from acquisitions.

Our comparable sales decreased as we experienced softness in industrial production and an ongoing moderation in demand in many customer end markets.

We continued to experience an adverse macro-economic environment when compared to 2023, as persistently high interest rates and economic uncertainty led customers to delay discretionary capital expenditures.

This was partially offset by a charge of $62 million to write down certain existing inventory associated with a new global rebranding and relaunch of a key tool and equipment offering.

Gross margin increased to 36.3% from 35.9% in 2023, a 40 basis point improvement, which was primarily driven by the benefit of acquired businesses.

We are implementing a strategic realignment of our global tools and equipment inventory strategy.

This strategy targets a new generation of installers by reducing our global product offerings to two primary tiers and launching a new global branding initiative in 2025, which we expect to enhance market penetration across all regions.

Foreign currency exchange exposure, [removed: particularly] in regard to the Australian and Canadian dollar, [removed: and to a lesser extent] [added: negatively impacted our results, while] the [removed: Euro,] [added: Euro] positively impacted our results for the year ended December 31, [removed: 2023.][added: 2025.]

During [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] it was estimated that a 10% shift in exchange rates between those foreign functional currencies and the U.S. dollar would have impacted translated net sales by approximately [removed: $829] [added: $867] million and [removed: $797] [added: $829] million, respectively.

A 15% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately [removed: $1.2] [added: $1.3] billion in [removed: 2024] [added: 2025] and $1.2 billion in [removed: 2023.][added: 2024.]

A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $1.7 billion in [removed: 2024] [added: 2025] and [removed: $1.6] [added: $1.7] billion in [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] we primarily had fixed-rate debt.

Based on our variable-rate debt and derivative instruments outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we estimate that a 100 basis point increase in interest rates would have an immaterial impact in [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and would increase the fees on our A/R Sales Agreement by $10 million.

In [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we experienced inflationary [removed: pressures] [added: pressures, including the impact of new or increased tariffs on imports,] across various parts of our business and operations, including, but not limited to, increases to our product costs, and higher operating costs, including those related to salaries, wages, rent and freight expenses.

If our costs were to be subject to more significant inflationary pressures, we may not be able to fully offset such higher costs through price increases [added: or other cost efficiency measures.]

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or other cost efficiency measures.

Incorporated in the State of Georgia in 1928, Genuine Parts Company is a [added: leading] global service [removed: organization engaged in the distribution] [added: provider] of automotive and industrial replacement [removed: parts.][added: parts and value-added solutions.]

We serve our customers from more than [removed: 10,700] [added: 10,800] locations, primarily in North America, Europe, [removed: as well as] [added: and Australasia (primarily] Australia and New [removed: Zealand ("Australasia").][added: Zealand).]

[removed: In order to execute this mission,] [added: To achieve this,] we [removed: focus our businesses on delivering] [added: prioritize] excellent customer service, profitable growth, operational [removed: efficiencies] [added: efficiency,] and strong cash flow.

In [removed: 2024,] [added: 2025,] we had net sales of [removed: $23.5 billion and our revenue mix was] [added: $24.3 billion, with revenues distributed approximately] 74% in North America, 16% in Europe and 10% in Australasia.

[removed: We believe our primary] [added: Our] competitive advantages [removed: are our: (1)] [added: include our strong brands,] global [removed: presence and brand strength; (2) industry-leading] [added: footprint with leading] positions in [removed: each of the markets we serve; (3) extensive] [added: key markets, robust] supply chain and distribution [removed: capabilities;] [added: capabilities,] and [removed: (4) enhanced] [added: advanced] technology solutions.

[removed: AUTOMOTIVE][added: International Automotive]

Our [added: North America] Automotive [removed: segment, which represents 63%] [added: and International Automotive segments represent approximately 39% and 24%] of total GPC net sales, [removed: is] [added: respectively, and together they represent] the largest global automotive network of parts and [removed: autocare.][added: auto care.]

[removed: Our DIFM] [added: - Do-It-For-Me (DIFM): commercial] customers [removed: include local, regional] [added: including independent] and national repair centers, [removed: auto dealers,] [added: dealerships,] service [removed: stations and both private] [added: stations,] and public [removed: sector accounts.][added: and private fleets.]

Our DIFM and DIY customers represent approximately 80% and [removed: 20%] [added: 20%, respectively,] of [removed: total] [added: sales in the aggregate across our two] Automotive [removed: sales, respectively, and channel mix varies by geography.][added: segments.]

Our [added: Global] Automotive network [removed: consists of] [added: serves] over one million [added: commercial] customer locations.

We have [removed: diversity amongst our] [added: a diverse] commercial customer base with no specific customer type representing an outsized concentration of our overall business.

Our [removed: Automotive segment] [added: network] operates in large and fragmented markets with a combined total addressable [added: market estimated to be over $200 billion.]

The majority of the automotive aftermarket is comprised of small, local competitors and our [added: brands,] scale, advanced technology, and [removed: supply chain efficiency differentiates] [added: distribution network and capabilities differentiate] us from [added: our] competitors.

Inventory availability [removed: is critical to the success of] [added: drives] our [removed: business] [added: success,] and our teams [removed: utilize] [added: use] data and analytics [added: designed] to [removed: have] [added: ensure that] the right [removed: parts,] [added: parts are available] in the right [removed: place and] [added: locations] at the right time.

[removed: The majority of] [added: In North America, most] products [added: are] distributed [removed: in North America utilize] [added: under] the NAPA brand, which [removed: we believe is] [added: serves as] a [added: key] competitive [removed: differentiator.][added: advantage.]

[removed: Some locations offer custom] [added: - Specialized] services [removed: such as] [added: offered at select locations, including] paint mixing, [added: battery testing,] hydraulic hose assembly, [removed: battery testing,] and key [removed: cutting.][added: cutting]

[removed: We serve the] [added: Our] heavy vehicle [removed: market] [added: business operates] under [removed: the] banners [added: such as] Traction, TruckPro, TW, and Cadel.

In Canada, [removed: our] [added: we operate] specialty stores [removed: operate] [added: that provide] paint and body care equipment [removed: and supply] under the [removed: banner] NAPA/CMAX [removed: and] [added: brand, as well as] high-quality [removed: replacement] parts and lubricants for imported vehicles [removed: under] [added: through] the [removed: banners] Altrom and [removed: Auto‑Camping.][added: Auto-Camping banners.]

[removed: We] [added: Our operations in Europe, managed through AAG,] serve thousands of [removed: vehicle repairers, collision] [added: repair] shops and [removed: auto-centers from] [added: collision centers through] over 2,500 [removed: distributor] outlets [removed: across Europe,] supported by [removed: a logistics infrastructure of] national and regional distribution centers.

Our [removed: distributor outlets include] [added: distribution network includes] company-owned and independent [removed: auto part] [added: affiliate] stores and outlets, heavy vehicle outlets, and online and specialty outlets.

[removed: Automotive Australia and Automotive New Zealand operate our auto parts stores in Australia and New Zealand under two banners: (i) Repco, which operates] [added: Repco is] a nationwide dual-format store network [removed: across both countries, providing parts, equipment, tools, batteries, technology, and oil to both] [added: serving] trade and retail [removed: customers,] [added: customers with parts, tools,] and [removed: (ii)] [added: equipment, while] NAPA Auto [removed: Parts, which] [added: Parts] offers [removed: automotive] electrical and [removed: mechanical] [added: replacement] parts to [added: specialist customers in the] trade, fleet, industrial, [removed: commercial] [added: commercial,] and mining [removed: specialist customers.][added: sectors.]

[added: Our Australasia business also includes a leading] Two Wheel Division [removed: operates two] [added: that distributes motorcycle parts and apparel with exclusive brands, including] wholesale banners (McLeod [removed: Accessories and] [added: Accessories,] John Titman [removed: Racing),] [added: Racing)] and [removed: also operates Australia's] [added: AMX Super Stores, Australia’s] largest [removed: and fastest growing] motorcycle accessories [removed: and apparel retailer (AMX Super Stores).][added: retailer.]

The following table details the [removed: breakdown] [added: number] of [removed: our Automotive] distribution [removed: network including our distribution] centers, company-owned [added: stores] and independently-owned [removed: automotive] stores [removed: by geographic region] as of December 31, [removed: 2024.][added: 2025.]

| | | | | | | [removed: North America | | | | | |] Europe | | | | | | Australasia | | | | | | Total | | |

| Distribution centers | | | | | | [removed: 75 | | | | | | 73 | | | | | | 14 | | | | | | 162] [added: 76] | | |

| Independently-owned stores | | | | | | [removed: 4,464 | | | | | | 1,760 | | | | | | — | | | | | | 6,224] [added: 4,317] | | |

[removed: *NAPA.*] We are the sole member of the National Automotive Parts Association, [removed: LLC] [added: LLC,] a voluntary [removed: association formed] [added: group established] in 1925 to promote the distribution of automotive [removed: parts for its members.][added: parts.]

We [removed: use] [added: distribute certain automotive products under] the federally registered [removed: trademark] NAPA® [removed: as part of the trade name of] [added: brand, which is used in] many of our distribution centers and [removed: parts] stores [removed: in] [added: across] the U.S., [removed: Canada and Australia.][added: Canada,]

[removed: Our automotive] [added: Key] competitors [added: in North America] include AutoZone, Inc., [removed: O-Reilly] [added: O'Reilly] Auto Parts, Inc., Advance Auto Parts, Inc., [removed: LKQ Corporation (predominantly in Europe)] and [removed: Bapcor (Australasia),] [added: LKQ Corporation,] among [removed: many] others.

[removed: INDUSTRIAL][added: Industrial Segment]

Our Industrial segment, which represents 37% of total GPC net sales, operates [removed: in both] [added: across] North America and Australasia through our wholly-owned subsidiaries Motion Industries, Inc. (“Motion”), headquartered in Birmingham, Alabama, and Motion Asia Pacific, headquartered in Sydney, Australia.

[removed: Our Industrial business offers] [added: We provide] replacement parts and [added: value-added] solutions to maintenance, repair and operation (“MRO”) customers and original equipment manufacturer (“OEM”) [removed: customers.][added: customers, serving a total addressable market estimated to be over $150 billion.]

Most orders are filled immediately from [added: our] existing [removed: stock] [added: inventory] and deliveries are [removed: normally made] [added: typically completed] within 24 hours of order receipt.

Motion is a premier industrial [added: parts and] solutions provider [removed: in North America and Australasia (including Australia, New Zealand, Indonesia and Singapore) due to our] [added: known for] superior customer service, value-added services and [added: extensive product availability with] access to [removed: approximately 18] [added: more than 10] million replacement parts.

[removed: The sectors we operate in include] [added: Our customers span numerous industries such as] aggregate and cement, automotive, chemical and allied products, equipment and machinery, equipment rental and leasing, fabricated metals, food and beverage, iron and steel, mining, lumber and wood, oil and gas, pulp and paper, and rubber products.

We have strategically targeted specialty industries in power generation, alternative [added: energy, government, transportation, ports, and emerging sectors like electric vehicle battery production.]

[removed: Our onsite solutions service provides inventory management, asset] [added: - Asset] repair and tracking, [removed: vendor managed inventory ("VMI"), as well as] [added: including] radio frequency identification ("RFID") asset management of [removed: the customer’s inventory.][added: our customers' inventories]

[removed: Motion is also a leading supplier of] [added: - Advanced] automation [removed: products] and motion control solutions [removed: in North America] through Motion [removed: AI.][added: AI]

These services and supply chain efficiencies [removed: assist Motion in providing] [added: enable us to deliver] the cost savings that [removed: many of its] [added: our] customers [removed: require] [added: need] and expect.

[removed: *Distribution Network.*] The following table details the [removed: breakdown] [added: number] of [removed: our Industrial] distribution centers, branches and service centers by geographic region as of December 31, [removed: 2024.][added: 2025.]

We operate in the automotive aftermarket and industrial parts distribution industries.

We are a global company focused on being a preferred employer, supplier, and partner while delivering value to our shareholders.

We see attractive long-term growth potential across our markets.

In the automotive aftermarket industry, growth is driven by increases in miles driven, a growing and aging vehicle fleet, rising complexity in vehicle technology, and expanding opportunities in electric and hybrid vehicles.

In the industrial distribution industry, growth is supported by increased manufacturing activity across our diverse end markets, shifts in global supply chains, rising demand for automation and robotics, and an aging technical workforce.

We are positioned competitively in attractive and fragmented industries that create value for shareholders.

Our financial strategy supports these advantages and includes strategic initiatives to grow revenue in excess of the market, improve operating margins, maintain a healthy balance sheet, generate strong cash flow, and allocate capital effectively.

PROPOSED SEPARATION OF AUTOMOTIVE AND INDUSTRIAL BUSINESS

On February 17, 2026, following a comprehensive strategic and operational review by our Board of Directors and management team, we announced our intention to separate the Company into two independent, publicly traded companies: one comprising our Automotive Parts Group (“Global Automotive”) and the other comprising our Industrial Parts Group (“Global Industrial”).

The transaction is intended to qualify as a tax-free transaction for U.S. federal income tax purposes for the Company’s shareholders.

The separation is targeted for completion in the first quarter of 2027, subject to certain customary conditions, including, among others, final approval by our Board of Directors, receipt of requisite regulatory clearances and compliance with applicable SEC requirements.

There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

See Item 1A.

“Risk Factors – Risks Related to the Proposed Separation – *The proposed separation of our Automotive and Industrial businesses may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the separation, if completed, will achieve the intended financial, strategic and operational benefits.*

Effective December 31, 2025, we revised the aggregation of our operating segments to present three reportable segments: North America Automotive Parts Group (“North America Automotive”), International Automotive Parts Group (“International Automotive”), collectively "Automotive Parts Group" or "Global Automotive", and Industrial Parts Group (“Industrial” or "Global Industrial").

Financial information related to our reportable business segments is included in our Segment Data footnote in our Notes to Consolidated Financial Statements.

North America Automotive & International Automotive Segments

Business Overview

Our North America Automotive segment operates in the United States and Canada through our Napa Auto Parts (“NAPA”) subsidiaries, headquartered in Atlanta, Georgia, and UAP Inc., headquartered in Montreal, Canada.

Our International Automotive segment operates in Europe and Australasia through our wholly-owned

subsidiaries Alliance Automotive Group (“AAG”), headquartered in London, England, and GPC Asia Pacific, headquartered in Melbourne, Australia.

Through these two Automotive segments, we distribute automotive replacement parts, accessories, tools, equipment, and related solutions that help keep a wide range of vehicles running safely and efficiently.

Together, these segments serve over one million customer locations including repair shops, dealerships, fleet operators, and retail consumers by delivering extensive product offerings with speed and reliability.

Most orders are fulfilled quickly from well-stocked inventories, reducing vehicle downtime for our end customers.

We serve two primary customer types:

- Do-It-Yourself (DIY): retail customers who shop through company-owned and independently-owned stores as well as digital platforms.

Our Products and Services

In Europe and Australasia, we offer a diverse range of brands, including NAPA, Repco and many other national brands.

Our U.S. Automotive business offers over one million parts sourced from hundreds of suppliers, with approximately 55% of the 2025 U.S. Automotive inventory purchased from 10 major suppliers.

Overall, our Global Automotive portfolio includes parts, accessories, tools, and equipment that cover nearly all vehicle types from passenger cars and trucks, including hybrids and electric vehicles, to motorcycles, buses, farm machinery, and heavy-duty equipment.

Key product categories include:

- Replacement parts such as brakes, batteries, filters, engine components, and fluids

- Accessories and specialty equipment for both automotive and heavy-duty vehicles

- Tools and diagnostic devices for repair and maintenance

- Paint, body care, and collision repair supplies (in select markets)

We believe we create value for our customers through:

- Advanced inventory management using data analytics to ensure product availability where it’s needed most

- Extensive distribution networks combined with omni-channel digital platforms for fast, reliable delivery

- Technical expertise and training programs that support customers and independent stores alike

- Programs such as the NAPA Auto Care network, which provide branding support, increased visibility, and supply benefits for independent repair centers

We are one global team unified by our mission to be an employer of choice, supplier of choice, valued customer, responsible corporate citizen and investment of choice for our shareholders.

We are organized into two business segments: our Automotive Parts Group (“Automotive”) and our Industrial Parts Group (“Industrial”).

Our main Automotive customers are repair and maintenance shops, and our main Industrial customers are businesses operating distribution, manufacturing and production equipment.

In Automotive, we see long-term growth opportunities across each of the markets we serve which are supported by an increasing number of miles driven, a growing and aging car parc, increasing vehicle complexity, and an emerging opportunity with electric vehicles.

In Industrial, growth drivers include disruptions in the global supply chain creating opportunities with nearshoring, a strong outlook for automation and robotics solutions, the need for industrial expertise due to an aging technical workforce and diversified end market opportunities.

Together, our business segments create a competitive differentiation in two distinct and growing markets with compelling shareholder value.

Our strategic financial objectives complement our mission and drive value for all our stakeholders.

These financial objectives include: (1) revenue growth in excess of market growth; (2) continuously improving operating margins; (3) maintaining a strong balance sheet and cash flows; and (4) effective capital allocation.

As we look to the future, our strategy is built to position us for long-term, profitable growth.

By staying true to our purpose, leveraging our strengths, and executing on our strategic priorities, we are confident in our ability to deliver sustainable growth and create lasting value for our shareholders, customers, employees, and communities.

We distribute automotive parts, accessories and solutions in North America, Europe and Australasia.

Our Automotive businesses offer extensive inventory depth and assortment, cataloging, marketing, training and other programs to the aftermarket in each of these regions, distinguishing our business from the competition.

Our global Automotive network sells to customers in both commercial do-it-for-me (“DIFM”) and retail do-it-yourself (“DIY”) segments of the market and covers substantially all global motor vehicle models.

Our DIY customers are primarily served over-the-counter at our global stores or digitally.

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market of over $200 billion.

Our Automotive distribution network provides access to hundreds of thousands of replacement parts (other than collision parts and tires) and accessory items for substantially all motor vehicle makes and models, including hybrid and electric vehicles, trucks, and SUVs, as well as for buses, motorcycles, farm equipment, and heavy duty equipment.

We supply certain equipment parts and technologies used by repair shops, service stations, fleet operators, automobile and truck dealers, leasing companies, farms, and individuals who perform their own maintenance and parts installation.

In Australasia and Europe, products are distributed under several brand names, including many of the national brands, as well as the NAPA brand.

Our U.S. Automotive business offers approximately 800,000 different parts and related supply items.

These items are purchased from hundreds of different suppliers, with approximately 55% of 2024 automotive parts inventories purchased from 10 major suppliers.

*Regional Operations & Products.* In North America, our U.S. operations are headquartered in Atlanta, Georgia and our Canadian operations are headquartered in Montreal, Quebec.

We are differentiated from many of our North American competitors because our revenues are primarily generated with commercial DIFM customers.

We service the U.S. and Canadian markets primarily through company-owned and independent auto part stores, heavy vehicle stores, and specialty paint and equipment stores.

Our North American auto parts stores sell a comprehensive range of automotive parts, including brakes, batteries, filters, engine components, tools, accessories, and fluids.

Our heavy vehicle stores sell parts, accessories, and tools and equipment for servicing heavy duty and diesel vehicles, and we operate service and mechanical repair centers for heavy vehicles.

Separately, we provide a unique NAPA Auto Care program available to independent repair shops and auto care centers across the U.S. and Canada where they can leverage the NAPA brand to increase visibility as well as receive part discounts and other product and technology benefits.

We also offer technical expertise by training and employing knowledgeable staff who can provide technical assistance, product recommendations, and guidance on automotive repairs and maintenance, and we organize DIY workshops and training sessions to educate customers on automotive repair and maintenance tasks.

Our online platform in North America is NAPA online, which provides our customers an option to browse, purchase, and have automotive products bought online and picked up in store or delivered to their homes or businesses.

Through NAPA Online, customers can also locate nearby participating NAPA Auto Care locations.

We believe that the quality and the range of products and services provided to our North American customers constitute a significant advantage for our automotive parts distribution system.

Our goal is to properly stock our locations with the right parts to ensure we provide quick and quality service to our customers whose orders are often filled and shipped the same day they are received.

Our services also include up to date parts cataloging (including the use of electronic NAPA Auto Parts catalogs) and stock adjustments through a continuous parts classification system which, as initiated by us, allows independently-owned stores to return certain merchandise on a scheduled basis.

We offer our NAPA Auto Parts stores various management aids, marketing aids and service on topics such as selling and promotional tools, inventory control, pricing and cost analysis, as well as marketing conferences and seminars, sales and advertising manuals and training programs.

We have developed and refined an inventory classification system to determine the most advantageous distribution center and auto parts store inventory levels for automotive parts stocking based on automotive registrations, usage rates, production statistics, technological advances, including predictive analytics, and other similar factors.

This system, which undergoes continuous analytical review, is an integral part of our inventory control procedures and comprises an important feature of the inventory management services that we make available to our NAPA Auto Parts stores.

Losses from inventory obsolescence have not been significant historically which we attribute to the successful operation of our classification system, including product return privileges with most of our suppliers.

In Europe, we operate Alliance Automotive Group (“AAG”), headquartered in London, England.

Europe is predominantly a DIFM market, with very few over-the-counter sales.

Our European

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $16.2] [added: 16.9] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 138,782,030] [added: 137,622,108] shares of the company's common stock outstanding as of February [removed: 18, 2025.][added: 17, 2026.]

Specifically identified portions of the company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April [removed: 28, 2025] [added: 27, 2026] are incorporated by reference into Part III of this Form 10-K.

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| [Item [removed: 15.](#ie95cb52163134269b3271e1300b4d7fb_214)] [added: 15.](#i4db65658db054aa5a5770cb7288636c4_217)] | | | [Exhibits and Financial Statement [removed: Schedules](#ie95cb52163134269b3271e1300b4d7fb_214)] [added: Schedules](#i4db65658db054aa5a5770cb7288636c4_217)] | | | [removed: [80](#ie95cb52163134269b3271e1300b4d7fb_214)] [added: [80](#i4db65658db054aa5a5770cb7288636c4_217)] | | |

| [Item [removed: 16.](#ie95cb52163134269b3271e1300b4d7fb_217)] [added: 16.](#i4db65658db054aa5a5770cb7288636c4_220)] | | | [Form 10-K [removed: Summary](#ie95cb52163134269b3271e1300b4d7fb_217)] [added: Summary](#i4db65658db054aa5a5770cb7288636c4_220)] | | | [removed: [84](#ie95cb52163134269b3271e1300b4d7fb_217)] [added: [84](#i4db65658db054aa5a5770cb7288636c4_220)] | | |

| [PART II](#i4db65658db054aa5a5770cb7288636c4_61) | | | | | | | | |

| [PART III](#i4db65658db054aa5a5770cb7288636c4_196) | | | | | | | | |

| [PART IV](#i4db65658db054aa5a5770cb7288636c4_214) | | | | | | | | |

| | | | [Signatures](#i4db65658db054aa5a5770cb7288636c4_223) | | | [85](#i4db65658db054aa5a5770cb7288636c4_223) | | |

| [PART II](#ie95cb52163134269b3271e1300b4d7fb_61) | | | | | | | | |

| [PART III](#ie95cb52163134269b3271e1300b4d7fb_193) | | | | | | | | |

| [PART IV](#ie95cb52163134269b3271e1300b4d7fb_211) | | | | | | | | |

| | | | [Signatures](#ie95cb52163134269b3271e1300b4d7fb_220) | | | [85](#ie95cb52163134269b3271e1300b4d7fb_220) | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

The Board [removed: of Directors ("Board")] has ultimate oversight for risks relating to our information security program and practices and receives periodic updates from the Audit Committee Chair on cybersecurity and IT security risk and mitigation strategies, as well as periodic updates directly from the CIDO and CISO.

[removed: As] part of our cybersecurity risk management system, our governance, risk and compliance team tracks and logs privacy and security incidents across GPC as well as performs third-party risk management to identify and mitigate risks from third parties such as vendors and suppliers.

Although we [removed: have] [added: do] not [added: believe we have] experienced a material breach of cybersecurity to [removed: date,] [added: date and do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect us as of the date of this Form 10-K,] our computer systems and the computer systems of our third-party service providers have been, and will likely continue to be, subjected to unauthorized access or phishing attempts, computer viruses, malware, ransomware or other malicious codes.

As

Our incident response protocols, developed in coordination with our legal department, establish defined processes to assessing whether a cybersecurity incident constitutes as a material event and may require disclosure with the U.S. Securities and Exchange Commission.

Cybersecurity attacks are constantly evolving, may be difficult to detect quickly, and often are not recognized until after they have been launched against a target.

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

The following table summarizes our [removed: company-owned and operated] distribution centers, [removed: retail] [added: company-owned] stores, branches and service centers as of December 31, [removed: 2024:][added: 2025:]

| [added: International] Automotive: | | | | | | | | | | | |

| North America | | | [removed: 75] [added: 19] | | | | | | [removed: 2,279] [added: 600] | | |

| Total Industrial | | | [removed: 30] [added: 32] | | | | | | [removed: 755] [added: 723] | | |

In addition to the properties set forth above, we have various headquarters, shared service centers and other [removed: facilities.][added: facilities around the globe.]

[removed: Our] [added: For example, our] corporate and U.S. Automotive headquarters are located in two office buildings owned by us in Atlanta, Georgia.

We generally own distribution centers and lease [removed: retail] stores and branches.

| Total North America Automotive | | | 76 | | | | | | 2,471 | | |

| Europe | | | 71 | | | | | | 796 | | |

| Australasia | | | 14 | | | | | | 568 | | |

| Total International Automotive | | | 85 | | | | | | 1,364 | | |

| Australasia | | | 13 | | | | | | 123 | | |

| Total GPC | | | 193 | | | | | | 4,558 | | |

| Europe | | | 73 | | | | | | 782 | | |

| Australasia | | | 14 | | | | | | 561 | | |

| Total Automotive | | | 162 | | | | | | 3,622 | | |

| North America | | | 17 | | | | | | 611 | | |

| Australasia | | | 13 | | | | | | 144 | | |

| Total | | | 192 | | | | | | 4,377 | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

We have paid a cash dividend to shareholders every year since going public in 1948 and increased the annual dividend for [removed: 68] [added: 69] consecutive years through [removed: 2024.][added: 2025.]

Set forth below is a line graph comparing the yearly dollar change in the cumulative total shareholder return on our common stock against the cumulative total shareholder return of the Standard and Poor’s ("S&P") 500 Stock Index and a peer group composite index (“Peer Index”) structured by us as set forth below for the five year period that commenced December 31, [removed: 2019] [added: 2020] and ended December 31, [removed: 2024.][added: 2025.]

This graph assumes that $100 was invested on December 31, [removed: 2019] [added: 2020] in Genuine Parts Company common stock, the S&P 500 Stock Index (we are a member of the S&P 500 Stock Index, and our cumulative total shareholder return went into calculating the S&P 500 Stock Index results set forth in the graph) and the peer group composite index as set forth below, and assumes reinvestment of all dividends.

[removed: ][added: ]

| Cumulative Total Shareholder Return $ at Fiscal Year End | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

In constructing the Peer Index for use in the stock performance graph above, we used the [added: total] shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market capitalization at December 31, [removed: 2019] [added: 2020] and including reinvestment of dividends) that compete with us in our two [removed: industry segments: automotive parts and industrial parts (each group of companies included in the Peer Index as competing with us in a separate industry segment is hereinafter referred to as a “Peer Group”).][added: Automotive]

[added: Included in the Peer] Group [added: for our two Automotive segments] are those companies making up the Dow Jones U.S. Auto Parts Index (we are a member of such industry group, and its individual shareholder return was included when calculating the Peer Index results set forth in the performance graph).

Included in the [removed: industrial parts] Peer Group [added: for our Industrial segment] are Applied Industrial Technologies, Inc., Fastenal Company, and W.W. Grainger, Inc. In determining the Peer Index, each Peer Group was weighted to reflect our annual net sales in each [removed: industry segment.][added: of our three segments.]

As of [removed: December 31, 2024,] [added: February 5, 2026,] there were [removed: 6,428] [added: 6,031] holders of record of the company’s common stock.

The following table provides information about the purchases of shares of the company’s common stock during the three month period ended December 31, [removed: 2024:][added: 2025:]

| December 1, [removed: 2024] [added: 2025] through December 31, [removed: 2024] [added: 2025] | | | | | | [removed: 8,106] [added: 406] | | | | | | $ | [removed: 115.22] [added: 133.05] | | | | | — | | | | | | 7,452,811 | | |

There were no other repurchase plans announced as of December 31, [removed: 2024.*][added: 2025.*]

| Genuine Parts Company | | | | | | $100.00 | | | | | | $143.38 | | | | | | $181.80 | | | | | | $148.83 | | | | | | $129.17 | | | | | | $140.38 | | |

| S&P 500 Stock Index | | | | | | $100.00 | | | | | | $128.68 | | | | | | $105.36 | | | | | | $133.03 | | | | | | $166.28 | | | | | | $195.98 | | |

| Peer Index | | | | | | $100.00 | | | | | | $123.75 | | | | | | $100.66 | | | | | | $117.26 | | | | | | $109.61 | | | | | | $120.57 | | |

segments and Industrial segment.

Each of the companies included in the Peer Index is competing with us in a separate industry and is hereinafter referred to as a “Peer Group”.

| October 1, 2025 through October 31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 7,452,811 | | |

| November 1, 2025 through November 30, 2025 | | | | | | 3,658 | | | | | | $ | 123.61 | | | | | — | | | | | | 7,452,811 | | |

| Total | | | | | | 4,064 | | | | | | $ | 124.55 | | | | | — | | | | | | 7,452,811 | | |

| Genuine Parts Company | | | | | | $100.00 | | | | | | $97.82 | | | | | | $140.26 | | | | | | $177.84 | | | | | | $145.59 | | | | | | $126.35 | | |

| S&P 500 Stock Index | | | | | | $100.00 | | | | | | $118.39 | | | | | | $152.34 | | | | | | $124.73 | | | | | | $157.48 | | | | | | $196.85 | | |

| Peer Index | | | | | | $100.00 | | | | | | $121.13 | | | | | | $150.76 | | | | | | $124.23 | | | | | | $145.76 | | | | | | $137.18 | | |

Included in the automotive parts Peer

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| October 1, 2024 through October 31, 2024 | | | | | | 206,704 | | | | | | $ | 124.18 | | | | | 206,704 | | | | | | 7,552,129 | | |

| November 1, 2024 through November 30, 2024 | | | | | | 104,849 | | | | | | $ | 119.10 | | | | | 99,318 | | | | | | 7,452,811 | | |

| Total | | | | | | 319,659 | | | | | | $ | 122.29 | | | | | 306,022 | | | | | | 7,452,811 | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ie95cb52163134269b3271e1300b4d7fb_106)[:](#ie95cb52163134269b3271e1300b4d7fb_106) 42[)](#ie95cb52163134269b3271e1300b4d7fb_106)] [added: ID](#i4db65658db054aa5a5770cb7288636c4_106)[:](#i4db65658db054aa5a5770cb7288636c4_106) 42[)](#i4db65658db054aa5a5770cb7288636c4_106)] | | | [removed: [36](#ie95cb52163134269b3271e1300b4d7fb_106)] [added: [36](#i4db65658db054aa5a5770cb7288636c4_106)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024 and 2023](#ie95cb52163134269b3271e1300b4d7fb_109)] [added: 202](#i4db65658db054aa5a5770cb7288636c4_109)[5](#i4db65658db054aa5a5770cb7288636c4_109) [and](#i4db65658db054aa5a5770cb7288636c4_109) [2024](#i4db65658db054aa5a5770cb7288636c4_109)] | | | [removed: [38](#ie95cb52163134269b3271e1300b4d7fb_109)] [added: [38](#i4db65658db054aa5a5770cb7288636c4_109)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2024, 2023 and 2022](#ie95cb52163134269b3271e1300b4d7fb_112)] [added: 202](#i4db65658db054aa5a5770cb7288636c4_112)[5](#i4db65658db054aa5a5770cb7288636c4_112)[, 202](#i4db65658db054aa5a5770cb7288636c4_112)[4](#i4db65658db054aa5a5770cb7288636c4_112) [and](#i4db65658db054aa5a5770cb7288636c4_112) [2023](#i4db65658db054aa5a5770cb7288636c4_112)] | | | [removed: [39](#ie95cb52163134269b3271e1300b4d7fb_112)] [added: [39](#i4db65658db054aa5a5770cb7288636c4_112)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023, and 2022](#ie95cb52163134269b3271e1300b4d7fb_115)] [added: 202](#i4db65658db054aa5a5770cb7288636c4_115)[5](#i4db65658db054aa5a5770cb7288636c4_115)[, 202](#i4db65658db054aa5a5770cb7288636c4_115)[4](#i4db65658db054aa5a5770cb7288636c4_115)[, and](#i4db65658db054aa5a5770cb7288636c4_115) [2023](#i4db65658db054aa5a5770cb7288636c4_115)] | | | [removed: [40](#ie95cb52163134269b3271e1300b4d7fb_115)] [added: [40](#i4db65658db054aa5a5770cb7288636c4_115)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2024, 2023 and 2022](#ie95cb52163134269b3271e1300b4d7fb_118)] [added: 202](#i4db65658db054aa5a5770cb7288636c4_118)[5](#i4db65658db054aa5a5770cb7288636c4_118)[, 202](#i4db65658db054aa5a5770cb7288636c4_118)[4](#i4db65658db054aa5a5770cb7288636c4_118) [and](#i4db65658db054aa5a5770cb7288636c4_118) [2023](#i4db65658db054aa5a5770cb7288636c4_118)] | | | [removed: [41](#ie95cb52163134269b3271e1300b4d7fb_118)] [added: [41](#i4db65658db054aa5a5770cb7288636c4_118)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023 and 2022](#ie95cb52163134269b3271e1300b4d7fb_121)] [added: 202](#i4db65658db054aa5a5770cb7288636c4_121)[5](#i4db65658db054aa5a5770cb7288636c4_121)[, 202](#i4db65658db054aa5a5770cb7288636c4_121)[4](#i4db65658db054aa5a5770cb7288636c4_121) [and](#i4db65658db054aa5a5770cb7288636c4_121) [202](#i4db65658db054aa5a5770cb7288636c4_121)[3](#i4db65658db054aa5a5770cb7288636c4_121)] | | | [removed: [42](#ie95cb52163134269b3271e1300b4d7fb_121)] [added: [42](#i4db65658db054aa5a5770cb7288636c4_121)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie95cb52163134269b3271e1300b4d7fb_124)] [added: Statements](#i4db65658db054aa5a5770cb7288636c4_124)] | | | [removed: [43](#ie95cb52163134269b3271e1300b4d7fb_124)] [added: [43](#i4db65658db054aa5a5770cb7288636c4_124)] | | |

We have audited the accompanying consolidated balance sheets of Genuine Parts Company and Subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As disclosed in Notes 1 and 16 to the consolidated financial statements, the Company is subject to [removed: pending] asbestos-related product liability lawsuits resulting from its distribution and sale of asbestos-containing brake and friction products. The Company accrues for asbestos-related product liabilities if it is probable that the Company has incurred a loss and the amount of the loss can be reasonably estimated. The amount accrued for the asbestos-related product liability as of December 31, [removed: 2024] [added: 2025] was [removed: $256] [added: $317] million. Auditing the Company’s asbestos-related product liability [added: for certain disease types] required complex [removed: judgments] [added: judgements] due to the significant measurement uncertainty associated with the estimate and the use of valuation techniques. In addition, the asbestos-related product liability is sensitive to [removed: significant management assumptions, including] [added: management’s assumption related to] the number of future claims [removed: and costs of resolving claims.] [added: for certain disease types.] | | | | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating the asbestos-related product liability. For example, we tested controls over management's review of the [removed: significant assumptions described above] [added: assumption related to number of future claims for certain disease types] and the reconciliation of claims data to that used by the Company’s actuarial specialist. To test the estimated asbestos-related product liability, our audit procedures included, among others, assessing the methodology used, testing the significant assumptions, including testing the completeness and accuracy of the underlying data, and comparing significant assumptions to historical claims as well as external data. We evaluated the legal letters obtained from internal and external legal counsel and held discussions with legal counsel. We involved our actuarial specialists to assist in our evaluation of the methodology and assumptions used by management and to independently develop a range of the estimated asbestos-related product liability. We compared the Company's estimated asbestos-related product liability to the range developed by our actuarial specialists. We also assessed the adequacy of the Company’s disclosures, included in Notes 1 and 16 to the consolidated financial statements, in relation to this matter. | | | | | | | | | | | |

| | | | [added: | | |] As of December 31, | | | | | | | | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Assets | | | | | | | | | | | | [added: | | |]

| Current assets: | | | | | | | | | | | | [added: | | |]

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 479,991 | | | | | [removed: $] | 1,102,007 | | [added: | | | | 653,463 | | |]

| Trade accounts receivable, net | | | [removed: 2,182,856] | | | [added: 2,370,939] | | | [removed: 2,223,431] | | | [added: 2,182,856 | | |]

| Merchandise inventories, net | | | [removed: 5,514,427] | | | [added: 6,071,996] | | | [removed: 4,676,686] | | | [added: 5,514,427 | | |]

| Prepaid expenses and other current assets | | | [removed: 1,675,310] | | | [added: 1,644,620] | | | [removed: 1,603,728] | | | [added: 1,675,310 | | |]

| Total current assets | | | [removed: 9,852,584] | | | [added: 10,564,734] | | | [removed: 9,605,852] | | | [added: 9,852,584 | | |]

| Goodwill | | | [removed: 2,897,270] | | | [added: 3,188,815] | | | [removed: 2,734,681] | | | [added: 2,897,270 | | |]

| Other intangible assets, net | | | [removed: 1,799,031] | | | [added: 1,855,714] | | | [removed: 1,792,913] | | | [added: 1,799,031 | | |]

| [removed: Property,] [added: Total net property,] plant and [removed: equipment, net] [added: equipment] | | | [added: | | | $ | 2,172,140 | | | | | $ |] 1,950,760 | | | | | [added: $] | 1,616,785 | | [removed: |]

| Operating lease assets | | | [removed: 1,769,720] | | | [added: 2,084,487] | | | [removed: 1,268,742] | | | [added: 1,769,720 | | |]

| Other assets | | | [removed: 1,013,340] | | | [added: 929,650] | | | [removed: 949,481] | | | [added: 1,013,340 | | |]

| Total assets | | | [added: | | |] $ | [removed: 19,282,705] [added: 20,795,540] | | | | | $ | [removed: 17,968,454] [added: 19,282,705] | |

| Liabilities and equity | | | | | | | | | | | | [added: | | |]

| Current liabilities: | | | | | | | | | | | | [added: | | |]

| Trade accounts payable | | | [added: | | |] $ | [removed: 5,923,684] [added: 6,051,882] | | | | | $ | [removed: 5,499,536] [added: 5,923,684] | |

| Other current liabilities | | | [removed: 1,925,636] | | | [added: 2,295,204] | | | [removed: 1,839,640] | | | [added: 1,925,636 | | |]

| Dividends payable | | | [removed: 134,355] | | | [added: 143,291] | | | [removed: 132,635] | | | [added: 134,355 | | |]

| Total current liabilities | | | [removed: 8,525,380] | | | [added: 9,787,705] | | | [removed: 7,827,109] | | | [added: 8,525,380 | | |]

| Long-term debt | | | [removed: 3,742,640] | | | [added: 3,498,423] | | | [removed: 3,550,930] | | | [added: 3,742,640 | | |]

| Operating lease liabilities | | | [removed: 1,458,391] | | | [added: 1,739,478] | | | [removed: 979,938] | | | [added: 1,458,391 | | |]

| Pension and other post-retirement benefit liabilities | | | [removed: 218,629] | | | [added: 219,270] | | | [removed: 219,644] | | | [added: 218,629 | | |]

| Deferred tax liabilities | | | [removed: 441,705] | | | [added: 385,948] | | | [removed: 437,674] | | | [added: 441,705 | | |]

| Other long-term liabilities | | | [removed: 544,109] | | | [added: 724,353] | | | [removed: 536,174] | | | [added: 544,109 | | |]

| Equity: | | | | | | | | | | | | [added: | | |]

| Preferred stock, par value $1 per share — authorized 10,000,000 shares; none issued | | | [added: | | |] — | | | | | | — | | |

February 20, 2026

| Cash and cash equivalents | | | | | | $ | 477,179 | | | | | $ | 479,991 | |

| Short-term borrowings | | | | | | 943,540 | | | | | | 41,705 | | |

| Current portion of debt | | | | | | 353,788 | | | | | | 500,000 | | |

| Pension settlement charge | | | 741,967 | | | | | | — | | | | | | — | | |

| Foreign currency translation adjustments, net of tax expense / (benefit) of 2025 — $55,387, 2024 — $(22,412), 2023 — $12,508 | | | 208,870 | | | | | | (221,812) | | | | | | 64,429 | | |

| Share-based awards exercised, including tax detriment of $1,753 | | | 338,168 | | | | | | 338 | | | | | | (17,009) | | | | | | — | | | | | | — | | | | | | (16,671) | | | | | | — | | | | | | (16,671) | | |

| Reclassification of stock from pension plan settlement | | | (1,500,000) | | | | | | (1,500) | | | | | | — | | | | | | — | | | | | | (188,236) | | | | | | (189,736) | | | | | | — | | | | | | (189,736) | | |

| Balance at December 31, 2025 | | | 137,617,832 | | | | | | $ | 137,618 | | | | | $ | 228,370 | | | | | $ | (511,766) | | | | | $ | 4,568,769 | | | | | $ | 4,422,991 | | | | | $ | 17,372 | | | | | $ | 4,440,363 | |

| Pension settlement | | | 741,967 | | | | | | — | | | | | | — | | |

| First Brands credit loss allowance | | | 150,500 | | | | | | — | | | | | | — | | |

| Net proceeds of commercial paper | | | 342,791 | | | | | | — | | | | | | — | | |

December 31, 2025

On February 17, 2026, we announced our intention to separate the Company into two independent, publicly traded companies: Global Automotive and Global Industrial.

"Global Automotive”, would include our North America Automotive and International Automotive segments, and “Global Industrial” would include our Industrial Segment.

The transaction is intended to qualify as a tax-free transaction for U.S. federal income tax purposes for the Company’s shareholders.

The separation is targeted for completion in the first quarter of 2027, subject to certain customary and regulatory conditions.

There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

Our consolidated financial statements and related footnotes do not reflect the proposed separation.

| (in thousands) | | | | | | 2025 | | | | | | 2024 | | |

Refer to the Employee Benefit Plans Footnote for more information on the short-term bond fund.

Through a long-term supplier agreement with First Brands Group, we earned vendor rebates based on volume based purchases across our Automotive business.

First Brands Group filed voluntary petitions for Chapter 11 bankruptcy protection in September 2025.

Given the bankruptcy, the on-going developments related to the supplier’s operations, and the past due status of certain of the receivables, we evaluated our receivables from the supplier to estimate the current expected credit losses and amounts that we deemed uncollectible.

As a result of

these events and our on-going assessment of the credit quality of the vendor, we recorded a charge of $151 million to cost of goods sold in 2025.

If our estimates of the economic lives

As of December 31, 2025, we hold a short-term bond fund of $243 million, which is designated as Level 1 in the fair value hierarchy.

This process includes linking cash

| Net income | | | | | | $ | 65,945 | | | | | $ | 904,076 | | | | | $ | 1,316,524 | |

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, as clarified by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

Early adoption is permitted.

We adopted this standard effective December 31, 2025 and retrospectively presented the additional disclosures for all periods.

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.

When applying the current expected credit loss model to current accounts receivable and contract assets arising from transactions accounted for under ASC 606, this standard provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

Entities are required to disclose whether they have elected the practical expedient and should be applied prospectively.

We adopted this standard effective December 31, 2025 and have elected the practical expedient.

This adoption did not materially affect our financial statements and disclosures.

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

February 21, 2025

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Current portion of debt | | | 541,705 | | | | | | 355,298 | | |

| Foreign currency translation adjustments | | | (221,812) | | | | | | 64,429 | | | | | | (143,890) | | |

| Balance at January 1, 2022 | | | 142,180,683 | | | | | | $ | 142,181 | | | | | $ | 119,975 | | | | | $ | (857,739) | | | | | $ | 4,086,325 | | | | | $ | 3,490,742 | | | | | $ | 12,548 | | | | | $ | 3,503,290 | |

| Share-based awards exercised, including tax benefit of $5,495 | | | 333,185 | | | | | | 332 | | | | | | (17,709) | | | | | | — | | | | | | — | | | | | | (17,377) | | | | | | — | | | | | | (17,377) | | |

| Purchase of stock | | | (1,572,219) | | | | | | (1,572) | | | | | | — | | | | | | — | | | | | | (221,154) | | | | | | (222,726) | | | | | | — | | | | | | (222,726) | | |

| Cash and cash equivalents at beginning of year | | | 1,102,007 | | | | | | 653,463 | | | | | | 714,701 | | |

[Table of C](#ie95cb52163134269b3271e1300b4d7fb_7)[o](#ie95cb52163134269b3271e1300b4d7fb_7)[ntents](#ie95cb52163134269b3271e1300b4d7fb_7)

when control of the related product or service is transferred.

There were no liquidations of LIFO inventory layers in 2022.

In 2022, we recognized losses related to impairments and disposals of $17 million.

Refer to the Goodwill and Other Intangible Assets Footnote for more information on the losses that occurred in 2022.

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

This standard requires disclosures of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of other segment items by reportable segment, and all annual disclosures currently required by Topic 280 to be included in interim periods.

This standard also requires disclosure of the title and position of the CODM.

We adopted this standard effective December 31, 2024.

The guidance should be applied on a prospective basis, with retrospective application permitted.

During the fourth quarter of 2024, we changed our segment profit measure to segment earnings before interest, taxes, depreciation and amortization ("EBITDA").

We believe that Segment EBITDA and Segment EBITDA margin are useful measures because they allow management, analysts, investors, and other interested parties to evaluate the profitability of our business operations before the effects of certain net expenses that directly arise from our capital investment decisions (depreciation, amortization), financing decisions (interest) and tax strategies (income taxes).

In addition, EBITDA is a metric included in certain long term incentive compensation plans.

| Net sales | | | | | | $ | 14,769,133 | | | | | $ | 14,246,783 | | | | | $ | 13,666,634 | |

| Cost of goods sold | | | | | | 8,831,702 | | | | | | 8,584,065 | | | | | | 8,299,239 | | |

| Gross profit | | | | | | 5,937,431 | | | | | | 5,662,718 | | | | | | 5,367,395 | | |

| Operating expenses | | | | | | 4,653,900 | | | | | | 4,323,584 | | | | | | 3,993,194 | | |

| EBITDA | | | | | | $ | 1,283,531 | | | | | $ | 1,339,134 | | | | | $ | 1,374,201 | |

| Gross margin (1) | | | | | | 40.2 | | % | | | | 39.7 | | % | | | | 39.3 | | % |

| Cost of goods sold | | | | | | 6,062,301 | | | | | | 6,210,043 | | | | | | 6,041,655 | | |

| Gross profit | | | | | | 2,655,135 | | | | | | 2,633,784 | | | | | | 2,387,684 | | |

| Operating expenses | | | | | | 1,552,947 | | | | | | 1,500,863 | | | | | | 1,449,030 | | |

| Automotive | | | | | | $ | 1,283,531 | | | | | | | | $ | 1,339,134 | | | | | $ | 1,374,201 | |

*cybersecurity, legal, corporate finance, internal audit, and risk management, as well as asbestos-related product liability costs and A/R Sales Agreement fees.*

| Gain on sales of real estate (2) | | | | | | $ | — | | | | | $ | — | | | | | $ | 102,803 | |

| Gain on insurance proceeds (3) | | | | | | — | | | | | | — | | | | | | 1,507 | | |

| Product liability adjustment (4) | | | | | | — | | | | | | — | | | | | | (28,730) | | |

| Transaction and other costs (8) | | | | | | — | | | | | | — | | | | | | (80,601) | | |

*(2)Amount reflects a gain on the sale of real estate that had been leased to S.P. Richards.*

Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective, as of December 31, [removed: 2024,] [added: 2025,] to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) ("COSO") in “Internal Control-Integrated Framework.” Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by Ernst & Young LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31, [removed: 2024.][added: 2025.]

We have audited Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Genuine Parts Company and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 21, 2025] [added: 20, 2026,] expressed an unqualified opinion thereon.

February 20, 2026

During the year ended December 31, 2024, we acquired Motor Parts & Equipment Corporation ("MPEC") and have included their balances as of December 31, 2024 in our consolidated balance sheet and the results of their operations in our consolidated statement of income and comprehensive income.

As permitted by the Securities and Exchange Commission, we elected to exclude this acquisition, which constituted approximately 1.3% of total assets as of December 31, 2024 and 0.8% of net sales for the year ended December 31, 2024, from our assessment of internal control over financial reporting as of December 31, 2024.

Our integration of the systems and processes of this business could cause changes to our internal controls over financial reporting in future periods.

As indicated in the accompanying Management’s report on internal control over financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Motor Parts & Equipment Corporation (MPEC), which is included in the 2024 consolidated financial statements of the Company and constituted 1.3% of total assets as of December 31, 2024 and 0.8% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of MPEC.

February 21, 2025

During the fiscal quarter ended December 31, [removed: 2024,] [added: 2025,] none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading

Stengel, II*, age [removed: 47,] [added: 48,] was appointed President and Chief Executive Officer of the company on June 3, 2024.

*Bert Nappier*, age [removed: 50,] [added: 51,] was appointed Executive Vice President and Chief Financial Officer on May 2, 2022.

*Jenn Hulett*, age [removed: 45,] [added: 46,] was appointed [removed: New] Executive Vice President, Chief People Officer in August 2024.

Howe*, age [removed: 54,] [added: 55,] was appointed as the President of Motion, the company's [removed: industrial] [added: Industrial] business, effective April 1, 2024.

He has more than 30 years of experience in the industrial [added: parts] distribution market.

*Naveen Krishna*, age [removed: 57,] [added: 58,] was appointed Executive Vice President, and Chief Information and Digital Officer on June 21, 2021.

Galla,* age [removed: 50,] [added: 51,] was appointed Senior Vice President, General Counsel and Corporate Secretary on February 13, 2024.

Prior to that, Mr. Galla served as Senior Vice President and General Counsel from 2022 to 2024, Vice President and General Counsel from 2020 to 2022, Vice President and Assistant General Counsel from [removed: 2015 to 2020, and various other legal roles since he joined the Company in 2005.]

Further information required by this item [removed: is] [added: will be] set forth [removed: under the heading “Nominees for Director”, under the heading “Corporate Governance - Code of Conduct”, under the heading “Corporate Governance - Board Committees - Audit Committee”, and under the heading “Corporate Governance - Director Nominating Process” of] [added: in] the Proxy Statement and is incorporated herein by reference.

On January 15, 2026, Mr. Stengel was appointed as Chair-Elect of the Board, effective as of the 2026 annual meeting of shareholders.

*Alain* *Masse*, age 57, was appointed President, North America Automotive on August 1, 2025.

Mr. Masse joined GPC in 2011 as Executive Vice President, Heavy Vehicle Parts Division at UAP, Inc. in Canada and was promoted two years later to Executive Vice President, NAPA.

In 2015, he was named President of UAP.

With over 14 years of progressive experience at GPC, Mr. Masse is a highly motivated leader with a deep understanding of the automotive aftermarket industry and NAPA business model.

2015 to 2020, and various other legal roles since he joined the Company in 2005.

*Randall P.

Breaux*, age 62, was appointed Group President, GPC North America on July 1, 2023.

Mr. Breaux was President of Motion Industries from January 2019 until his appointment to Group President of GPC.

Previously, Mr. Breaux served as Executive Vice President of Marketing, Distribution, and Strategic Planning at Motion from 2018 to 2019 and, Senior Vice President of Marketing, Distribution, and Purchasing from 2015 to 2017.

Mr. Breaux joined Motion in 2011 as Senior Vice President of Marketing, Product Management, and Strategic Planning.

Information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, “2024 Grants of Plan-Based Awards”, “2024 Outstanding Equity Awards at Fiscal Year-End”, “2024 Option Exercises and Stock Vested”, “2024 Pension Benefits”, “2024 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation”, "Policies and Practices Related to the Timing of Equity Awards" and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.

Certain information required by this item [removed: is] [added: will be] set forth below.

Additional information required by this item is set forth [removed: under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of] [added: in] the Proxy Statement and is incorporated herein by reference.

The following table gives information as of December 31, [removed: 2024] [added: 2025] about the common stock that may be issued under all of the company’s existing equity compensation plans:

| Equity Compensation Plans [added: Not] Approved by Shareholders: | | | | | | [removed: 15,950] [added: 54,462] | | | [removed: (2)] [added: (3)] | | | [removed: $] [added: n/a] | [removed: 91.75] | | | | | [removed: —] [added: 841,768] | | | | | |

*(2)Genuine Parts Company [removed: 2006 Long-Term] [added: 2015] Incentive [removed: Plan*][added: Plan, as amended.*]

[removed: *(4)Genuine] [added: *(3)Genuine] Parts Company Directors' Deferred Compensation Plan, as [removed: amended*][added: amended.*]

[removed: *(5)The] [added: *(4)The] weighted average exercise price of outstanding options, warrants and rights is calculated based solely on the exercise price of outstanding options and does not take into account outstanding restricted stock units, which have no exercise price.*

[removed: *(6)All] [added: *(5)All] of these shares are available for issuance pursuant to grants of full-value stock awards.*

| Equity Compensation Plans Approved by Shareholders: | | | | | | 1,187,992 | | | (2) | | | $ | 95.31 | | (4) | | | 5,569,501 | | | (5) | | |

| Total | | | | | | 1,242,454 | | | | | | — | | | | | | 6,411,269 | | | | | |

| | | | | | | 1,056,898 | | | (3) | | | $ | 95.97 | | (5) | | | 6,218,250 | | | (6) | | |

| Equity Compensation Plans Not Approved by Shareholders: | | | | | | 89,613 | | | (4) | | | n/a | | | | | | 848,724 | | | | | |

| Total | | | | | | 1,162,461 | | | | | | — | | | | | | 7,066,974 | | | | | |

*(3)Genuine Parts Company 2015 Incentive Plan, as amended*

Information required by this item [removed: is] [added: will be] set forth [removed: under the headings “Corporate Governance — Independent Directors” and “Transactions with Related Persons” of] [added: in] the Proxy Statement and is incorporated herein by reference.

Information required by this item [removed: is] [added: will be] set forth [removed: under the heading “Ratification of Selection of Independent Auditors” of] [added: in] the Proxy Statement and is incorporated herein by reference.

Consolidated balance sheets — December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated statements of income — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated statements of comprehensive income — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated statements of equity — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated statements of cash flows — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Notes to consolidated financial statements — December 31, [removed: 2024][added: 2025]

| Exhibit [removed: 2.1] [added: 10.28] | | | | | | [removed: [Interest] [added: [Genuine Parts Company Note] Purchase [removed: Agreement,] [added: Agreement dated October 30, 2017] by and among [removed: Ruby Holdings II, LLC, as the company, Ruby Topco LLC, as the Seller, Motion Industries, Inc., as the Buyer and] Genuine Parts Company, [added: J.P. Morgan Securities, LLC and Merill Lynch, Pierce, Fenner & Smith Incorporated,] as [added: agents, and] the [removed: Parent, dated as of December 15, 2021] [added: other Lender Parties.] (Incorporated herein by reference from the company's [removed: annual report] [added: Annual Report] on Form 10-K dated February [removed: 17, 2022.)](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/projectcobalt-purchaseagre.htm)] [added: 27, 2018.)](https://www.sec.gov/Archives/edgar/data/40987/000004098718000002/notepurchaseagreement-ex10.htm)] | | |

| Exhibit 4.1 | | | | | | [Description of Genuine Parts Company common [removed: stock.](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/a202310-kexhibit411.htm)] [added: stock (Incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/40987/000004098726000003/a202510-kexhibit41.htm)] | | |

| Exhibit 4.7 | | | | | | [Form of [removed: 1.750%] [added: 2.750%] Senior Notes due [removed: 2025] [added: 2032] (included in Exhibit 4.6)](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm) | | |

| Exhibit [removed: 4.8] [added: 4.12] | | | | | | [Form of [removed: 2.750%] [added: 4.950%] Senior Notes due [removed: 2032] [added: 2029] (included in Exhibit [removed: 4.6)](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm)] [added: 4.12)](https://www.sec.gov/Archives/edgar/data/40987/000119312524197824/d874573dex42.htm)] | | |

| Exhibit [removed: 4.9] [added: 4.8] | | | | | | [Officer’s Certificate, dated November 1, 2023, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 6.500% Senior Notes due 2028 and 6.875% Senior Notes due 2033 (incorporated herein by reference from the company’s current report on Form 8-K dated November 1, 2023)](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) | | |

| Exhibit [removed: 4.10] [added: 4.9] | | | | | | [Form of 6.500% Senior Notes due 2028 (included in Exhibit 4.9)](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm#bbb) | | |

| Exhibit [removed: 4.11] [added: 4.10] | | | | | | [Form of 6.875% Senior Notes due 2033 (included in Exhibit 4.9)](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm#ccc) | | |

| Exhibit [removed: 4.12] [added: 4.11] | | | | | | [Officer’s Certificate, dated August 9, 2024, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 4.950% Senior Notes due 2029 (Incorporated herein by reference from the company’s current report on Form 8-K dated August 9, 2024)](https://www.sec.gov/Archives/edgar/data/40987/000119312524197824/d874573dex42.htm) | | |

| Exhibit 10.26* | | | | | | [Form of Executive Officer Change in Control Agreement. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 26, [removed: 2015.)](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/ex1025-changeincontrol1231.htm)] [added: 2015.)](https://www.sec.gov/Archives/edgar/data/40987/000119312515064165/d829495dex1027.htm)] | | |

| Exhibit [removed: 10.27] [added: 10.29] | | | | | | [removed: [Genuine] [added: [First Amendment, dated as of May 28, 2019, to Genuine] Parts Company Note Purchase Agreement dated [added: as of] October 30, 2017 by and among Genuine Parts [removed: Company, J.P. Morgan Securities, LLC and Merill Lynch, Pierce, Fenner & Smith Incorporated, as agents,] [added: Company] and [removed: the other Lender Parties.] [added: each holder of Original Notes party thereto] (Incorporated herein by reference from the company's Annual Report on Form [removed: 10-K] [added: 10-K,] dated February [removed: 27, 2018.)](https://www.sec.gov/Archives/edgar/data/40987/000004098718000002/notepurchaseagreement-ex10.htm)] [added: 19, 2021).](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000009/gpc-12312020xex1027.htm)] | | |

| Exhibit [removed: 10.28] [added: 10.30] | | | | | | [removed: [First] [added: [Second] Amendment, dated as of May [removed: 28, 2019,] [added: 1, 2020,] to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party [removed: thereto] [added: thereto.] (Incorporated herein by reference [removed: from] [added: to] the [removed: company's Annual Report] [added: company’s quarterly report] on Form [removed: 10-K,] [added: 10-Q] dated [removed: February 19, 2021).](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000009/gpc-12312020xex1027.htm)] [added: July 30, 2020).](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm)] | | |

| Exhibit [removed: 10.30*] [added: 10.31*] | | | | | | [Genuine Parts Company Form of Restricted Stock Unit Award Certificate. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 25, 2019.)](https://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificatersu.htm) | | |

| Exhibit [removed: 10.31*] [added: 10.32*] | | | | | | [Genuine Parts Company Form of Performance Restricted Stock Unit Award Certificate. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 25, 2019.)](https://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificateprsu.htm) | | |

| Exhibit [removed: 10.32*] [added: 10.34*] | | | | | | [Description of Director Compensation (Incorporated herein by reference from the company's quarterly report on Form 10-Q, dated July 22, 2021).](https://www.sec.gov/Archives/edgar/data/40987/000004098720000010/a4q201910kexhibit1031.htm) | | |

| Exhibit [removed: 10.33] [added: 10.35*] | | | | | | [Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated Subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Branch, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto. (Incorporated herein by reference from the company's current report on Form 8-K dated November 2, 2020.)](https://www.sec.gov/Archives/edgar/data/40987/000119312520283958/d61462dex101.htm) | | |

| Exhibit [removed: 10.34] [added: 10.36] | | | | | | [First Amendment, dated as of September 30, 2021, to Genuine Parts Company Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated Subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Bank, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto. (Incorporated herein by reference from the company's quarterly report on Form 10-Q dated October 21, 2021.)](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000039/exh_101xgpcamendmentno1-am.htm) | | |

| Exhibit [removed: 10.35*] [added: 10.37*] | | | | | | [Offer Letter, dated January 21, 2022 (incorporated herein by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated January 25, 2022)](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm) | | |

| Exhibit [removed: 10.36*] [added: 10.41] | | | | | | [removed: [Separation Agreement and General Release between James R. Neill] [added: [Cooperation Agreement, dated September 4, 2025, by] and [added: among] Genuine Parts [removed: Company] [added: Company, Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P.] (Incorporated [removed: herein] by reference from Exhibit 10.1 to the company’s [removed: quarterly] [added: current] report on Form [removed: 10-Q] [added: 8-K] dated [removed: April 18, 2024.)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40987/000004098724000068/gpc-20240331.htm)] [added: September 4, 2025.)](https://www.sec.gov/Archives/edgar/data/40987/000119312525195442/d28129dex101.htm)] | | |

| Exhibit [removed: 10.38] [added: 10.39] | | | | | | [Third Amendment to Genuine Parts Company Syndicated Facility [removed: Agreement](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/ex1035-gpcamendmentno3xame.htm)[,] [added: Agreement,] dated as of November 17, 2023 made by and among Genuine Parts Company, UAP Inc., a corporation existing under the laws of Quebec (“UAP”), the other Designated Borrowers party to the Syndicated Facility Agreement (together with the Company and UAP, the Lenders party hereto, and acknowledged by JPMorgan Chase Bank, N.A., acting through its Toronto branch, as Canadian Swing Line Lender, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Domestic Swing Line Lender (Incorporated herein by reference from Exhibit 10.35 to the company’s annual report on Form 10-K dated February 22, 2024.)](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/ex1035-gpcamendmentno3xame.htm) | | |

| Exhibit 21 | | | | | | [Subsidiaries of the [removed: company.](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/subsidiariesofthecompany20.htm)] [added: company.](https://www.sec.gov/Archives/edgar/data/40987/000004098726000003/subsidiariesofthecompany20.htm)] | | |

| Exhibit 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/gpcconsent2024-exx23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/40987/000004098726000003/gpcconsent2025-exx23.htm)] | | |

| Exhibit 31.1 | | | | | | [Certification signed by Chief Executive Officer pursuant to SEC Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/gpc-12312024xex311.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098726000003/gpc-12312025xex311.htm)] | | |

| Exhibit 31.2 | | | | | | [Certification signed by Chief Financial Officer pursuant to SEC Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/gpc-12312024xex312.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098726000003/gpc-12312025xex312.htm)] | | |

| Exhibit 32# | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer and Chief Financial Officer (furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/gpc-12312024xex32.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/40987/000004098726000003/gpc-12312025xex32.htm)] | | |

| Exhibit 104 | | | | | | The cover page from this Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] formatted in Inline XBRL | | |

| Exhibit 10.27* | | | | | | [Form of Severance Agreement (Incorporated by reference from Exhibit 10.3 to the company’s current report on Form 8-K dated September 4, 2025.)](https://www.sec.gov/Archives/edgar/data/40987/000119312525195442/d28129dex103.htm) | | |

| Exhibit 10.33 | | | | | | [Form of Award Certificate (Incorporated by reference from Exhibit 10.2 to the company’s current report on Form 8-K dated September 4, 2025.)](https://www.sec.gov/Archives/edgar/data/40987/000119312525195442/d28129dex102.htm) | | |

| Exhibit 10.38* | | | | | | [Masse Offer Letter, effective as of June 9, 2025 (Incorporated by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated June 9, 2025.)](https://www.sec.gov/Archives/edgar/data/40987/000119312525137871/d919447dex101.htm) | | |

| Exhibit 10.40 | | | | | | [Amendment No. 5 to the Syndicated Facility Agreement, dated as of March 20, 2025 (Incorporated by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated March 21, 2025.)](https://www.sec.gov/Archives/edgar/data/40987/000004098725000049/amendmentno5.htm) | | |

| | | | | | | | | |

| Exhibit 4.13 | | | | | | [Form of 4.950% Senior Notes due 2029 (included in Exhibit 4.12)](https://www.sec.gov/Archives/edgar/data/40987/000119312524197824/d874573dex42.htm) | | |

| Exhibit 10.29 | | | | | | [Second Amendment, dated as of May 1, 2020, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto. (Incorporated herein by reference to the company’s quarterly report on Form 10-Q dated July 30, 2020).](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm) | | |

| Exhibit 10.37* | | | | | | [Consulting Agreement between James R. Neill and Genuine Parts Company, executed April 10, 2024 (Incorporated herein by reference from Exhibit 10.2 to the company’s quarterly report on Form 10-Q dated April 18, 2024.)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40987/000004098724000068/gpc-20240331.htm) | | |

| Date: February [removed: 21, 2025] [added: 20, 2026] | | | | | | /s/ William P. Stengel, II | | |

| | | | | | | [added: Executive Vice] President [removed: and] [added: &] Chief [removed: Executive] [added: Financial] Officer [added: (Duly Authorized Officer & Principal Financial and Accounting Officer)] | | |

| Date: February [removed: 21, 2025] [added: 20, 2026] | | | | | | /s/ Bert Nappier | | |

| [added: Chair-Elect and Chief Executive Officer] | | | | | | [added: | | | | | | | | | | | |] Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) | | | [added: | | | | | |]

| /s/ William P. Stengel, II | | | | | | [removed: 2/11/2025] [added: 2/10/2026] | | | | | | | | | | | | /s/ Bert Nappier | | | | | | [removed: 2/11/2025] [added: 2/10/2026] | | |

| Paul D. Donahue | | | | | | (Date) | | | | | | | | | | | | [removed: Elizabeth W. Camp] [added: Matt Carey] | | | | | | (Date) | | |

| Director [removed: Executive] [added: Non-Executive] Chairman | | | | | | | | | | | | | | | | | | Director | | | | | | | | |

| [removed: Richard Cox, Jr.] [added: Court Carruthers] | | | | | | (Date) | | | | | | | | | | | | [removed: Gary P. Fayard] [added: Richard Cox, Jr.] | | | | | | (Date) | | |

| Director | | | | | | | | | | | | | | | | | | [removed: Director] | | | | | | | | |

| P. Russell Hardin | | | | | | (Date) | | | | | | | | | | | | [removed: John R. Holder] [added: Donna W. Hyland] | | | | | | | | |

| Jean-Jacques Lafont | | | | | | (Date) | | | | | | | | | | | | [removed: Robert C. Loudermilk, Jr.] [added: Juliette W. Pryor] | | | | | | (Date) | | |

| /s/ [removed: Darren Rebelez] [added: Charles K. Stevens, III] | | | | | | [removed: 2/11/2025] [added: 2/10/2026] | | | | | | | | | | | | [removed: /s/ Charles K. Stevens, III] | | | | | | [removed: 2/11/2025] | | |

| [removed: Darren Rebelez] [added: Charles K. Stevens, III] | | | | | | (Date) | | | | | | | | | | | | [removed: Charles K. Stevens, III] | | | | | | [removed: (Date)] | | |

[removed: ][added: ]

| | | | | | | Chair-Elect & Chief Executive Officer | | |

| /s/ Paul D. Donahue | | | | | | 2/10/2026 | | | | | | | | | | | | /s/ Matt Carey | | | | | | 2/10/2026 | | |

| /s/ Court Carruthers | | | | | | 2/10/2026 | | | | | | | | | | | | /s/ Richard Cox, Jr. | | | | | | 2/10/2026 | | |

| /s/ P. Russell Hardin | | | | | | 2/10/2026 | | | | | | | | | | | | /s/ Donna W. Hyland | | | | | | 2/10/2026 | | |

| /s/ Jean-Jacques Lafont | | | | | | 2/10/2026 | | | | | | | | | | | | /s/ Juliette W. Pryor | | | | | | 2/10/2026 | | |

| /s/ Darren Rebelez | | | | | | 2/10/2026 | | | | | | | | | | | | /s/ Laurie Schupmann | | | | | | 2/10/2026 | | |

| Darren Rebelez | | | | | | (Date) | | | | | | | | | | | | Laurie Schupmann | | | | | | (Date) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| President and Chief Executive Officer | | | | | | | | | | | | | | | | | | Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) | | | | | | | | |