Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2025, the following officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). These trading plans were adopted during an open trading window.
Other than as disclosed below, no 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 arrangement.”
Name Position Date of Adoption Duration of Trading Arrangement (1) Aggregate Number of Securities to be Sold (2)
Christopher T. Galla Sr. VP, General Counsel and Corp. Secretary 9/15/2025 5/3/2026 - 9/10/2026
Up to 4,351 shares to be sold (3)
James F. Howe President, Motion 9/17/2025 12/17/2025 - 9/15/2026
Up to 4,710 shares to be sold (3)
(1) Each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each arrangement also provided or provides for automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death, of the adopting person.
(2) The volume and timing of sales is determined, in part, based on pricing triggers outlined in the trading arrangement.
(3) The Rule 10b5-1 trading arrangement allows for the sale of a portion of shares subject to future vesting of equity awards, including performance-based restricted stock, net of shares withheld for taxes. The exact number of shares sold depends on vesting outcomes and tax withholdings, and therefore is not yet determinable. The aggregate number reported represents the maximum shares expected to vest or the target amount for performance awards, excluding shares withheld for taxes.
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Item 6. Exhibits
(a) The following exhibits are filed or furnished as part of this report:
Exhibit 3.1 Amended and Restated Articles of Incorporation of the Company, dated April 23, 2007 (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 23, 2007)
Exhibit 3.2 By-Laws of the Company, as amended and restated November 19, 2018 (incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K dated November 19, 2018)
Exhibit 10.1 Cooperation Agreement, dated September 4, 2025, by and among Genuine Parts Company, Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 4, 2025)
Exhibit 10.2 Form of Award Certificate (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 4, 2025)
Exhibit 10.3 Form of Severance Agreement (incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K dated September 4, 2025)
Exhibit 31.1 Certification pursuant to SEC Rule 13a-14(a) signed by the Chief Executive Officer – filed herewith
Exhibit 31.2 Certification pursuant to SEC Rule 13a-14(a) signed by the Chief Financial Officer – filed herewith
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 herewith
Exhibit 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB XBRL Taxonomy Extension Labels Linkbase Document
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104 The cover page from this Quarterly Report on Form 10-Q for the period ended September 30, 2025 formatted in Inline XBRL
* Indicates management contracts and compensatory plans and arrangements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Genuine Parts Company
(Registrant)
Date: October 21, 2025 /s/ Bert Nappier
Bert Nappier
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and
Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.