What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-21 · 164 added, 180 removed, 55 unchanged (86% of the section changed)

Incorporated in the State of Georgia in 1928, Genuine Parts Company is a global service organization engaged in the distribution of automotive and industrial replacement parts.

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

Incorporated in the State of Georgia in 1928, Genuine Parts Company is a leading global service provider of automotive and industrial replacement parts and value-added solutions.

We serve our customers from more than 10,800 locations, primarily in North America, Europe, and Australasia (primarily Australia and New Zealand).

We offer outstanding service, an industry-leading assortment of replacement parts, extensive supply chain and distribution capabilities, and enhanced technology solutions.

1 unchanged sentence

and the terms “automotive parts” and “industrial parts” refer to replacement parts in each respective category.

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.

In order to execute this mission, we focus our businesses on delivering excellent customer service, profitable growth, operational efficiencies and strong cash flow.

In 2024, we had net sales of $23.5 billion and our revenue mix was 74% in North America, 16% in Europe and 10% in Australasia.

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.

We believe our primary competitive advantages are our:

(1) global presence and brand strength;

(2) industry-leading positions in each of the markets we serve;

(3) extensive supply chain and distribution capabilities;

and (4) enhanced technology solutions.

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.

Our Automotive segment, which represents 63% of total GPC net sales, is the largest global automotive network of parts and autocare.

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 DIFM customers include local, regional and national repair centers, auto dealers, service stations and both private and public sector accounts.

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

Our DIFM and DIY customers represent approximately 80% and 20% of total Automotive sales, respectively, and channel mix varies by geography.

Our Automotive network consists of over one million customer locations.

We have diversity amongst our commercial customer base with no specific customer type representing an outsized concentration of our overall business.

Our Automotive segment operates in large and fragmented markets with a combined total addressable

market of over $200 billion.

The majority of the automotive aftermarket is comprised of small, local competitors and our scale, advanced technology, and supply chain efficiency differentiates us from competitors.

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.

Inventory availability is critical to the success of our business and our teams utilize data and analytics to have the right parts, in the right place and at the right time.

The majority of products distributed in North America utilize the NAPA brand, which we believe is a competitive differentiator.

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

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.

Some locations offer custom services such as paint mixing, hydraulic hose assembly, battery testing, and key cutting.

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.

We serve the heavy vehicle market under the banners Traction, TruckPro, TW, and Cadel.

In Canada, our specialty stores operate paint and body care equipment and supply under the banner NAPA/CMAX and high-quality replacement parts and lubricants for imported vehicles under the banners Altrom and Auto‑Camping.

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.

We serve thousands of vehicle repairers, collision shops and auto-centers from over 2,500 distributor outlets across Europe, supported by a logistics infrastructure of national and regional distribution centers.

Our distributor outlets include company-owned and independent auto part stores and outlets, heavy vehicle outlets, and online and specialty outlets.

banners include Groupauto, Precisium and Pièces Auto in France;

Coler, Busch, Hennig and Knoll in Germany;

Groupauto, UAN, FPS Distribution, APEC Braking, BTN Turbo, Platinum International, Alliance Automotive U.K.

Subsidiaries, and J&S Automotive Distributors in the U.K.

and Republic of Ireland;

PartsPoint in Belgium and the Netherlands;

Lausan, Soulima and Gaudi in Spain and Portugal;

and GroupAuto in Poland.

In France, we also provide parts and services for heavy duty and diesel vehicles under the Todd banner and we operate Back2Car, which distributes recycled car parts.

In the Netherlands and Belgium, we offer programs for repair shops that want to join our installer network to increase their visibility and brand awareness while remaining independent.

Separately in Europe, we operate WinParts, an online platform for customers to browse, purchase, and have automotive products delivered to their homes or businesses.

In Australia and New Zealand, we operate GPC Asia Pacific – the region’s largest automotive aftermarket parts supplier.

We resell and distribute automotive replacement parts, accessories and related tools and equipment through a network of company-owned retail stores and advanced distribution centers.

In our Australasian operations, we go to market solely with a company-owned store model.

GPC Asia Pacific operates three main lines of business:

Automotive Australia, Automotive New Zealand and Two Wheel Division.

Automotive Australia and Automotive New Zealand operate our auto parts stores in Australia and New Zealand under two banners:

(i) Repco, which operates a nationwide dual-format store network across both countries, providing parts, equipment, tools, batteries, technology, and oil to both trade and retail customers, and (ii) NAPA Auto Parts, which offers automotive electrical and mechanical parts to trade, fleet, industrial, commercial and mining specialist customers.

Both Repco and NAPA compliment their network with the market's leading digital capability, providing our customers with a seamless omni-channel transactional capability.

Our Two Wheel Division is a whole seller and retails motorcycle parts, apparel and accessories, with the market's leading range of the world’s most respected motorcycle brands, many of which are supplied under exclusive distribution agreements.

Two Wheel Division operates two wholesale banners (McLeod Accessories and John Titman Racing), and also operates Australia's largest and fastest growing motorcycle accessories and apparel retailer (AMX Super Stores).

Distribution Network.

Our independently-owned and company-owned stores located in every region are sourced by our distribution networks.

Both types of automotive stores sell to a wide variety of customers in the automotive aftermarket.

We strategically locate our stores close to repair shops and autocare service centers, which are our primary customers, and we deliver products to our customers routinely throughout each business day by delivery vehicles.

Traditional over-the-counter retail sales make up a smaller part of our overall business and vary by geography.

Independently-owned stores purchase inventory from our company-operated distribution centers.

These independently-owned stores are responsible for operating and managing their businesses, including operating costs and capital expenditures.

We generally do not receive a royalty from independently-owned stores.

Independently-owned stores, which represent 63% of our total automotive store network, provide a competitive advantage in certain markets by allowing for local market knowledge and insights, enabling quicker adaptation to local customer preferences.

The mix of independently-owned versus company-owned stores in a given market varies based on several factors including our overall market strategy, the ability to access desirable local retail space, the complexity, profitability and expected ultimate size of the market and our ability to provide operational support within a geographic region.

In 2024, as part of our strategic financial objectives to grow revenue and improve operating margins, we made a pivot in strategy in the U.S.

to own more stores in priority markets.

We made significant progress on this initiative in 2024, including the acquisition of our two largest independently owned stores groups, Motor Parts & Equipment Corporation ("MPEC") and Walker Automotive Supply, Inc ("Walker"), and completed strategic acquisitions of more than 500 NAPA stores from independent owners, as well as competitive stores, bringing our company owned store count to approximately 35% of our store mix.

These acquisitions are in key markets where we can provide synergies and resources for these stores to further drive revenue growth.

During 2024, we expanded our network with the addition of 41 net new stores during the year.

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

North America Europe Australasia Total

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.

To achieve this, we prioritize excellent customer service, profitable growth, operational efficiency, and strong cash flow.

In 2025, we had net sales of $24.3 billion, with revenues distributed approximately 74% in North America, 16% in Europe and 10% in Australasia.

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 competitive advantages include our strong brands, global footprint with leading positions in key markets, robust supply chain and distribution capabilities, and advanced technology solutions.

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.

“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 and International Automotive segments represent approximately 39% and 24% of total GPC net sales, respectively, and together they represent the largest global automotive network of parts and auto care.

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-For-Me (DIFM):

commercial customers including independent and national repair centers, dealerships, service stations, and public and private fleets.

• Do-It-Yourself (DIY):

retail customers who shop through company-owned and independently-owned stores as well as digital platforms.

Our DIFM and DIY customers represent approxima tely 80% and 20%, respectively, of sales in the aggregate across our two Automotive segments.

Our Global Automotive network serves over one million commercial c ustomer locations.

We have a diverse commercial customer base with no specific customer type representing an outsized concentration of our overall business.

Our network operates in large and fragmented markets with a combined total addressable market estimated to b e over $200 billion.

The majority of the automotive aftermarket is comprised of small, local competitors and our brands, scale, advanced technology, and distribution network and capabilities differentiate us from our competitors.

Our Products and Services

Inventory availability drives our success, and our teams use data and analytics designed to ensure that the right parts are available in the right locations at the right time.

In North America, most products are distributed under the NAPA brand, which serves as a key competitive advantage.

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

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

• Specialized services offered at select locations, including paint mixing, battery testing, hydraulic hose assembly, and key cutting

Together, these products and services enable us to meet the evolving needs of the global automotive aftermarket, helping keep vehicles running smoothly and minimizing downtime for our customers.

We are the sole member of the National Automotive Parts Association, LLC, a voluntary group established in 1925 to promote the distribution of automotive parts.

We distribute certain automotive products under the federally registered NAPA® brand, which is used in many of our distribution centers and stores across the U.S., Canada,

Europe, and Australia.

While we promote NAPA lines, we are not obligated to purchase specific quantities and may also source competitive products from various suppliers.

We fund NAPA’s advertising to build brand recognition and support product promotion.

Additionally, we comply with a consent decree, entered by the Federal District Court in Detroit, Michigan, on May 4, 1954 that prohibits certain anticompetitive practices, including exclusive manufacturer agreements, territorial restrictions, price fixing, and uniform policies regarding customer selection among former NAPA members.

Global Operations and Distribution

Our extensive logistics and distribution network supports nearly 10,000 company-owned and independently-owned stores worldwide.

We have distribution centers strategically located around the globe to support our extensive store network.

Our stores are positioned close to key commercial customers, primarily repair shops and auto care centers, enabling frequent deliveries and efficient order fulfillment.

The NAPA brand is integral to our North America and International operations, serving as a symbol of quality and reliability.

Our Automotive segments continue to invest in digital sales platforms and omni-channel service capabilities to meet evolving customer preferences.

Additionally, we are committed to sustainable business practices, including the distribution of recycled automotive parts through our Back2Car program in Europe, and ongoing innovation to support the growing electric and hybrid vehicle markets globally.

North America Automotive

Our North America Automotive segment represents approximately 39% of total net GPC sales.

We serve our customers through 6,864 locations across the U.S.

and Canada, with a mix of approximately 35% company-owned and 65% independently-owned stores.

We serve customers through a broad network of stores, heavy vehicle outlets, and specialty paint and body care locations.

Most products in North America are distributed under the trusted NAPA brand.

Our heavy vehicle business operates under banners such as Traction, TruckPro, TW, and Cadel.

In Canada, we operate specialty stores that provide paint and body care equipment under the NAPA/CMAX brand, as well as high-quality parts and lubricants for imported vehicles through the Altrom and Auto-Camping banners.

Independent stores operate under their own management but benefit from our distribution network, industry-leading assortment of replacement parts, marketing, and technical support.

Our strategic acquisitions in recent years have increased our company-owned store count in key, priority markets to enhance operational synergies and growth potential.

The following table details the number of distribution centers, company-owned stores and independently-owned stores as of December 31, 2025.

North America

Distribution centers 76

1 unchanged sentence

Independently-owned stores 4,317

Total automotive locations 6,818 2,615 575 10,008

Repair Center Networks .

We provide programs for repair centers to join regional networks to leverage our branding and supply network to increase their visibility and awareness while remaining independent.

The largest of these is our independent NAPA Auto Care center network in the U.S.

and Canada, which includes over 19,000 locations nationwide.

We are the sole member of the National Automotive Parts Association, LLC a voluntary association formed in 1925 to promote the distribution of automotive parts for its members.

NAPA, which neither buys nor sells automotive parts, functions as a trade association that develops marketing concepts and programs for its sole member.

Among the automotive products purchased by us from various manufacturers for distribution are certain lines designated, cataloged, advertised and promoted as “NAPA” lines.

Generally, we are not required to purchase any specific quantity of parts and we may purchase competitive lines from the same as well as other supply sources.

We use the federally registered trademark NAPA ® as part of the trade name of many of our distribution centers and parts stores in the U.S., Canada and Australia.

We fund NAPA’s advertising program, which is designed to increase public recognition of the NAPA brand and to promote NAPA product lines.

We are a party to, together with the former members of NAPA, a consent decree entered by the Federal District Court in Detroit, Michigan, on May 4, 1954.

The consent decree enjoins certain practices under the federal antitrust laws, including the use of exclusive agreements with manufacturers of automotive parts, allocation or division of territories among us and former NAPA members, fixing of prices or terms of sale for such parts among such members, and agreements to adhere to any uniform policy in selecting parts customers or determining the number and location of, or arrangements with, auto parts customers.

The automotive aftermarket is highly competitive.

We compete with other national, regional and local automotive parts chains, automobile manufacturers (some of which sell replacement parts for vehicles built by other manufacturers as well as those that they build themselves), automobile dealers, and warehouse clubs.

In addition, we compete with the distributing outlets of parts manufacturers, mass merchandisers (including national retail chains) and other parts distributors and retailers, including online retailers.

We compete primarily on availability of product offering, service, brand recognition and price.

Our automotive competitors include AutoZone, Inc., O-Reilly Auto Parts, Inc., Advance Auto Parts, Inc., LKQ Corporation (predominantly in Europe) and Bapcor (Australasia), among many others.

Further information regarding competition in the industry is set forth in “Item 1A.

Risk Factors — We face substantial competition in the industries in which we do business.”

Our Industrial segment, which represents 37% of total GPC net sales, operates in both North America and Australasia through our wholly-owned subsidiaries Motion Industries, Inc.

Total locations 6,864

Additionally, our repair center network includes over 20,000 locations across North America through programs like our independent NAPA Auto Care program.

These programs offer affiliated repair shops brand recognition, purchasing power, and access to advanced technology, all while allowing them to maintain independent ownership and operation.

International Automotive

Our International Automotive segment operates in Europe and Australasia and represents approximately 24% of total net sales.

Our operations in Europe, managed through AAG, serve thousands of repair shops and collision centers through over 2,500 out lets supported by national and regional distribution centers.

Our distribution network includes company-owned and independent affiliate stores and outlets, heavy vehicle outlets, and online and specialty outlets.

We operate under numerous well-established local banners across Europe, such as:

GROUPAUTO, Precisium, Pièces Auto

Coler, Henig, Knoll, Voigt

UAN, CAAR and NAPA Auto Parts

• Belgium and Netherlands:

PartsPoint, Alliance Automotive Trading and Precisium

• Spain and Portugal:

Lausan, Soulima, Gaudi and Colón

Our Australasia business operates the largest automotive aftermarket business in the region through company-owned stores under the Repco and NAPA Auto Parts brands, serving trade and retail customers across Australia and New Zealand.

Repco is a nationwide dual-format store network serving trade and retail customers with parts, tools, and equipment, while NAPA Auto Parts offers electrical and replacement parts to specialist customers in the trade, fleet, industrial, commercial, and mining sectors.

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

The following table details the number of distribution centers, company-owned stores and independent affiliates by geographic region as of December 31, 2025.

Europe Australasia Total

Distribution centers 71 14 85

Company-owned stores 796 568 1,364

Independent affiliate stores 1,750 — 1,750

Total locations 2,617 582 3,199

Industrial Segment

Business Overview

Our Industrial segment, which represents 37% of total GPC net sales, operates 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.

Our Industrial business offers replacement parts and solutions to maintenance, repair and operation (“MRO”) customers and original equipment manufacturer (“OEM”) customers.

Our Industrial segment operates in a large and fragmented market with a total addressable market of greater than $150 billion.

In 2024, our Industrial segment served over 190,000 MRO and OEM customers in all types of industries with approximately 900,000 customer locations.

The nature of Motion's business demands the maintenance of adequate inventories and the ability to promptly meet critical delivery requirements.

Virtually all of the products distributed are installed by the customer or used in plant and facility maintenance activities.

Most orders are filled immediately from existing stock and deliveries are normally made within 24 hours of order receipt.

The majority of all sales are on open account.

Motion has ongoing sales agreements with many of its national account customers which, collectively, represent 45% of its annual sales volume.

Operations & Products .

Motion is a premier industrial solutions provider in North America and Australasia (including Australia, New Zealand, Indonesia and Singapore) due to our superior customer service, value-added services and access to approximately 18 million replacement parts.

Our product and solution offerings include MRO and OEM support, specialty stores, on-site solutions offerings, service and repair offerings, and e-business assistance.

We distribute a large range of MRO and OEM industrial products, including replacement parts and related supplies such as abrasives, adhesives, sealants and tape, bearings, chemicals, cutting tools, electrical, facility maintenance, hose and fittings, hydraulics, janitorial, mechanical power transmission, pneumatics, process pumps and equipment, safety, seals and gaskets, and tools and testing instruments.

The sectors we operate in include 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

energy, government, transportation, ports, and an electric vehicle battery category based on increasing opportunities presented by the build-out of new battery manufacturing facilities across North America.

Motion provides customers with supply chain efficiencies achieved through our on-site solutions offering.

Our onsite solutions service provides inventory management, asset repair and tracking, vendor managed inventory ("VMI"), as well as radio frequency identification ("RFID") asset management of the customer’s inventory.

We also provide a wide range of services and repairs such as gearbox and fluid power assembly and repair, process pump assembly and repair, drive shaft repair, electrical panel assembly and repair, and hose and gasket manufacture and assembly.

Motion is also a leading supplier of automation products and motion control solutions in North America through Motion AI.

Separately, Motion provides leading e-business capabilities through MiSupplierConnect, a highly developed supply chain with vendor partnerships and connectivity that provides integration between our information technology network and suppliers’ systems, creating numerous benefits for both the supplier and customer.

These services and supply chain efficiencies assist Motion in providing the cost savings that many of its customers require and expect.

Distribution Network .

The following table details the breakdown of our Industrial distribution centers, branches and service centers by geographic region as of December 31, 2024.

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

We support over 180,000 customers across approximately 900,000 locations by delivering our products with speed and reliability.

Nearly all of the products are designed for direct use by the customer in plant and facility maintenance, ensuring they are able to keep their operations running with limited disruption.

Most orders are filled immediately from our existing inventory and deliveries are typically completed within 24 hours of order receipt.

Our national account customers collectively represent approximately 45% of our annual sales and highlight the trust and lasting partnership that set Motion apart in the industry.

Our Products and Services

Motion is a premier industrial parts and solutions provider known for superior customer service, value-added services and extensive product availability with access to more than 10 million replacement parts.

We offer a broad range of industrial products including:

• Bearings, seals and gaskets

• Hose, fittings, hydraulics and pneumatics components

• Abrasives, adhesives, sealants, and tape

• Pumps and power transmission

• Tools and testing equipment

• Electrical supplies and safety products

• Chemicals and janitorial supplies

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 energy, government, transportation, ports, and emerging sectors like electric vehicle battery production.

We provide our customers and deliver value through:

• Onsite inventory management and vendor managed inventory ("VMI")

• Asset repair and tracking, including radio frequency identification ("RFID") asset management of our customers' inventories

• Specialized repair services for gearboxes, fluid power systems, pumps, drive shafts, electrical panels, and hoses and gaskets

• Advanced automation and motion control solutions through Motion AI

• Integrated e-business capabilities through MiSupplierConnect, our advanced platform that seamlessly connects our IT systems with those of our suppliers.

These services and supply chain efficiencies enable us to deliver the cost savings that our customers need and expect.

By improving operational reliability and reducing downtime, we help customers optimize performance and keep their operations running smoothly.

Global Operations and Distribution

We operate 755 locations, including distribution centers, branches and service centers to ensure products are readily accessible to our customers.

We are committed to providing our customers with greater inventory availability through our strategically located distribution centers.

Additionally, most branches stock inventories tailored to meet the specific product needs of customers within their local markets.

The strategy is designed to address the customer expectations of a broader inventory selection closer to the point of demand, supported by best-in-class final-mile delivery, often occurring the next business day with same-day service available.

Our North America Industrial network goes to market as Motion and operates in the U.S., Puerto Rico and Canada.

Motion has access to over 10 million replacement parts that are sourced from nearly 40,000 different suppliers, with approximately 45% of purchases coming from our top 50 strategic suppliers.

Our combination of distribution centers, branches, and service centers is designed to meet diverse customer needs across multiple industries.

Inventories at local branches are customized based on market demand to ensure fast and reliable order fulfillment.

Our business in Australasia supports Industrial customers via a network of distribution centers, branches, and service centers operating under the Motion banner throughout Australia, New Zealand, Indonesia, and Singapore.

The following table details the number of distribution centers, branches and service centers by geographic region as of December 31, 2025.

North America Australasia Total

2 unchanged sentences

Service centers 73 4 77

Total industrial locations 628 157 785

Our Industrial distribution centers serve the branches and service centers located throughout the geographic regions in which we operate.

The branches and service centers, in turn, sell to MRO and OEM customers in all types of industries across North America and Australasia.

We are committed to enhancing the customer experience by improving access to inventory through our market distribution centers.

The market distribution center strategy is designed to address the customer expectations of a broader inventory selection closer to the point of demand, supported by world-class final-mile delivery occurring the next business day with same-day service available.

We continued to invest in our market distribution center strategy with the opening of a third North American facility in 2024.

We plan to open additional North American facilities in the future.

In North America, sales are generated from facilities in the U.S., Puerto Rico, Mexico and Canada.

Motion has access to approximately 18 million different items which are purchased from more than 45,000 different suppliers.

Approximately 46% of total industrial product purchases in 2024 were made from our top 50 strategic suppliers.

In Australasia, our Industrial business operates a network of distribution centers, branches and service centers across Australia, New Zealand, Indonesia and Singapore as of December 31, 2024.

Most branches are facilities that stock inventory representative of the products used by customers in the respective market areas served.

Total locations 619 136 755

Supplier Agreements .

Non-exclusive distributor agreements are in effect with most of the Industrial suppliers.

We maintain non-exclusive distributor agreements with most suppliers.

The terms of these agreements vary;

however, it has been our experience that the custom of the trade is to treat such agreements as continuing until breached by one party or until terminated by mutual consent.

Competition .

The industrial distribution business is highly competitive and fragmented.

We compete with national, regional and local distributors, general line distributors and others.

To a lesser extent, we compete with manufacturers that sell directly to the customer and with various industrial eCommerce sites.

Our Industrial competitors include Applied Industrial Technologies, Inc., Fastenal Company, and W.W.

Grainger, Inc, among many others.

We compete primarily on the breadth of product offerings, quality service and competitive pricing.

however, these agreements typically continue until breached by one party or until terminated by mutual consent.

Our Global Automotive and Industrial businesses operate in highly competitive markets, with a wide range of national, regional and local businesses.

In our Automotive segments, competition comes from specialty parts chains, automobile manufacturers (including those selling parts for their own and other manufacturers’ vehicles), automobile dealers, warehouse clubs, mass merchandisers and online retailers.

Key competitors in North America include AutoZone, Inc., O'Reilly Auto Parts, Inc., Advance Auto Parts, Inc., and LKQ Corporation, among others.

Internationally, competitors include LKQ Corporation, which has a strong presence in Europe, and Bapcor in Australasia, among many others.

In industrial distribution, our main competitor is Applied Industrial Technologies, Inc., but we also compete against Fastenal Company, and W.W.

Grainger, Inc, among many other smaller, regional competitors.

Our competitive advantages are based on broad product availability, quality service, strong brand recognition, and competitive pricing.

Further information regarding competition in the industry is set forth in “Item 1A.

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Our goal is to generate above-market returns while aligning our business practices to support the interests of our stakeholders.

Our process of defining sustainability priorities focuses on the simultaneous improvement of our environmental, social and financial position, and our strong leadership and governance practices that strive to integrate

sustainability into our business strategy and corporate culture.

The Nominating and ESG Committee of the Board of Directors oversees our sustainability initiatives which aim to deliver long-term value for our shareholders and all our stakeholders.

The Nominating and ESG Committee of the Board of Directors ("Board") oversees our sustainability initiatives which aim to deliver long-term value for our shareholders and all our stakeholders.

We seek to promote an inclusive workplace and to ensure the health, safety and well-being of all employees.

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We are proud of our employees and are committed to helping them improve their physical, emotional, financial and social well-being.

Our benefit offerings are designed to meet the varied and evolving needs of a diverse workforce across businesses and geographies while helping our employees care for themselves and their families.

Our benefit offerings are designed to meet the varied and evolving needs of a global workforce across businesses and geographies while helping our employees care for themselves and their families.

We offer healthcare benefits aimed at improving quality of care while limiting out-of-pocket costs.

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These documents and reports are available under the Investor Relations section of our website as soon as reasonably practicable after such material is filed with or furnished to the Securities and Exchange Commission (“SEC”).

We also use our website as a means of disclosing material information and for complying with our disclosure obligations under the SEC’s Regulation FD

(Fair Disclosure).

We also use our website as a means of disclosing material information and for complying with our disclosure obligations under the SEC’s Regulation FD (Fair Disclosure).

Important information, including news releases, analyst presentations and financial information regarding GPC is routinely posted on our website.

Accordingly, investors should monitor the Investor Relations portion of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

Additionally, our corporate governance guidelines, codes of conduct and ethics, charters of the Compensation and Human Capital Committee and the Nominating and ESG Committee, and information regarding our procedure for shareholders and other interested parties to communicate with our Board of Directors, are available also on our website.

Additionally, our corporate governance guidelines, codes of conduct and ethics, charters of the Audit Committee, Compensation and Human Capital Committee and the Nominating and ESG Committee, and information regarding our procedure for shareholders and other interested parties to communicate with our Board of Directors, are available also on our website.

In Part III of this Form 10-K, we incorporate certain information by reference to our proxy statement for our 2026 annual meeting of shareholders.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business