What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 299 added, 265 removed, 1011 unchanged (36% of the section changed)

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Asbestos-Related Product Liability

Description of the Matter As disclosed in Notes 1 and 16 to the consolidated financial statements, the Company is subject to pending asbestos-related product liability lawsuits resulting from its distribution and sale of asbestos-containing brake and friction products.

Description of the Matter As disclosed in Notes 1 and 16 to the consolidated financial statements, the Company is subject to 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, 2025 was $317 million.

Auditing the Company’s asbestos-related product liability required complex judgments 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 significant management assumptions, including the number of future claims and costs of resolving claims.

Auditing the Company’s asbestos-related product liability for certain disease types required complex 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 management’s assumption related to the number of future claims 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 significant assumptions described above and the reconciliation of claims data to that used by the Company’s actuarial specialist.

For example, we tested controls over management's review of the 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.

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Trade accounts payable $ 6,051,882 $ 5,923,684

Short-term borrowings 943,540 41,705

Current portion of debt 353,788 500,000

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Interest expense, net 163,506 96,827 64,469

Pension settlement charge 741,967 — —

Other 3,010 ( 43,579 ) ( 59,764 )

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Income before income taxes 52,168 1,175,968 1,742,348

Income taxes 271,892 425,824 389,901

Income tax expense (benefit) ( 13,777 ) 271,892 425,824

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

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

Other comprehensive (loss) income, net of income taxes:

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

Cash flow hedge adjustments, net of income taxes in 2024 — $ 0 , 2023 — $ 951 , and 2022 — $ 4,612

Other comprehensive income (loss), net of income taxes:

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

Pension and postretirement benefit adjustments, net of income taxes of 2024 — $ 23,276 , 2023 — $ 4,174 , and 2022 — $ 15,846

Cash flow hedge adjustments, net of tax expense / (benefit) in 2025 — $ 0 , 2024 — $ 0 , and 2023 — $ 951

Pension and postretirement benefit adjustments, net of tax expense / (benefit) of 2025 — $ 201,140 , 2024 — $ 23,276 , and 2023 — $ 4,174

541,107 ( 63,059 ) ( 11,331 )

Other comprehensive (loss) income, net of tax ( 284,871 ) 55,670 ( 174,803 )

Other comprehensive income (loss), net of tax 749,977 ( 284,871 ) 55,670

Comprehensive income $ 815,922 $ 619,205 $ 1,372,194

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— — — — ( 572,778 ) ( 572,778 ) ( 572,778 )

Share-based awards exercised, including tax benefit of $ 2,178

Share-based awards exercised, including tax detriment of $ 1,753

338,168 338 ( 17,009 ) — — ( 16,671 ) — ( 16,671 )

Share-based compensation — 48,847 — — 48,847 48,847

Purchase of stock ( 1,085,234 ) ( 1,085 ) — — ( 148,914 ) ( 149,999 ) — ( 149,999 )

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

Noncontrolling interest activities — — — — — — 2,928 2,928

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Depreciation and amortization 538,023 407,978 350,529

Pension settlement 741,967 — —

First Brands credit loss allowance 150,500 — —

Deferred income taxes ( 256,951 ) ( 18,598 ) 42,114

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Payments on debt ( 1,002,015 ) ( 496,156 ) ( 3,237,959 )

Net proceeds of commercial paper 342,791 — —

Shares issued from employee incentive plans ( 16,671 ) ( 16,888 ) ( 24,145 )

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Other financing activities ( 22,965 ) ( 11,261 ) ( 11,042 )

Net cash (used in) provided by financing activities ( 333,936 ) ( 292,161 ) 205,101

Net cash used in financing activities ( 209,254 ) ( 333,936 ) ( 292,161 )

Effect of exchange rate changes on cash and cash equivalents 27,267 ( 31,807 ) 10,887

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We serve a diverse customer base through a network of more than 10,800 locations throughout North America, Europe, and Australasia.

We present three reportable segments:

North America Automotive Parts Group ("North America Automotive"), International Automotive Parts Group ("International Automotive") and Industrial Parts Group ("Industrial").

Refer to the Segment Information footnote for more information.

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.

Principles of Consolidation

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We estimate variable consideration based on historical experience to determine the expected amount to which we will be entitled in exchange for transferring the promised goods or services to a customer.

We recognize estimated variable consideration as an adjustment to the transaction price

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when control of the related product or service is transferred.

We recognize estimated variable consideration as an adjustment to the transaction price when control of the related product or service is transferred.

The realization of variable consideration occurs within a short period of time from product delivery;

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and certain other inventories.

If the FIFO method had been used in place of LIFO, the carrying cost of inventory in the consolidated balance sheets would have been approximately $ 896 million and $ 880 million higher than reported at December 31, 2024 and 2023, respectively.

If the FIFO method had been used in place of LIFO, the carrying cost of inventory in the consolidated balance sheets would have been approximately $ 1.1 billion and $ 896 million higher than reported at December 31, 2025 and 2024, respectively.

Reductions in certain industrial parts inventories resulted in liquidations of LIFO inventory layers, which reduced cost of goods sold by immaterial amounts in 2025, 2024 and 2023.

There were no liquidations of LIFO inventory layers in 2022.

We identify slow moving or obsolete inventories and estimate appropriate provisions related thereto.

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Prepaid expenses and other current assets consist primarily of consideration receivable from vendors, prepaid expenses, income taxes and other miscellaneous receivables.

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Consideration receivable from vendors includes rebates receivable for various vendor funding programs.

The following table provides a reconciliation of prepaid expenses and other current assets reported within the consolidated balance sheets at December 31:

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Total prepaid expenses and other current assets $ 1,644,620 $ 1,675,310

Consideration receivable from vendors include rebates receivable for various vendor funding programs.

We review our goodwill annually for impairment in the fourth quarter, or sooner if circumstances indicate that the carrying amount may exceed fair value.

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There were no significant impairment losses in 2025, 2024, or 2023.

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.

Other assets consist primarily of cash surrender value of life insurance policies, equity method and other investments, guarantee fees receivable, and deferred compensation benefits.

Other assets consist primarily of cash surrender value of life insurance policies, short-term bond fund, equity method and other investments, guarantee fees receivable, and deferred compensation benefits.

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.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation.

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We capitalize software costs and classify them within property, plant, and equipment, with the associated depreciation reflected as depreciation expense.

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In addition, we have estimated the economic lives of certain acquired tangible and intangible assets and these lives are used to calculate depreciation and amortization expense.

If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired.

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If our estimates of the economic lives

change, depreciation or amortization expenses could increase or decrease, or the acquired asset could be impaired.

Legal and Asbestos Liabilities

We accrue for potential losses related to legal disputes, litigation, asbestos liability, and regulatory matters when it is probable (the future event or events are likely to occur) that we have incurred a loss and the amount of the loss can be reasonably estimated.

The asbestos-related product liability amount reflects our reasonable estimate of losses based upon currently known facts.

The asbestos-related product liability amount reflects our best estimate of losses based upon currently known facts.

To calculate the liability, we estimate potential losses relating to pending claims and also estimate the likelihood of additional, similar claims being filed against us in the future.

To estimate potential losses on claims that could be filed in the future, we consider claims pending against us, claim filing rates, the number of codefendants and the extent to which they share in settlements, and the amount of loss by claim type.

The estimated losses for pending and potential future claims are calculated on a discounted basis using risk-free interest rates derived from market data about monetary assets with maturities comparable to those of the projected asbestos liability.

The estimated losses for pending and potential future claims and the potential adjustments, are calculated on a discounted basis using risk-free interest rates derived from market data about monetary assets with maturities comparable to those of the projected asbestos liability.

We use an actuarial specialist to assist with measuring our asbestos liability.

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Our valuation technique is based primarily on prices and other relevant information generated by observable transactions involving identical or comparable assets or liabilities.

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.

Derivative instruments are recognized in the consolidated balance sheets at fair value and are designated as Level 2 in the fair value hierarchy.

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We formally document relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions.

This process includes linking cash flow hedges to specific forecasted transactions or variability of cash flow to be paid.

This process includes linking cash

flow hedges to specific forecasted transactions or variability of cash flow to be paid.

We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative and non-derivative instruments that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

When a designated instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively.

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Shipping and Handling Costs

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Diluted earnings per share $ 0.47 $ 6.47 $ 9.33

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Recent Accounting Pronouncements

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Disaggregation of Income Statement Expenses.

This standard requires disclosure in the notes to financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

This standard requires disclosure in the notes to the financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, dep reciation and intangible asset amortization included in each relevant expense caption.

Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated.

This guidance is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and early adoption is permitted.

This guidance should be applied either prospectively to financial statements issued after the effective date of this update or retrospectively to all prior periods presented in the financial statements.

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.

This guidance should be applied either prospectively to financial statements issued after the effecti ve date of this update or retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

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.

Income Taxes (Topic 740):

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The standard requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items, income before tax expense disaggregated between domestic and foreign, income tax expense disaggregated by federal, state and foreign, as well as further information on income taxes paid.

The guidance is effective for the year ended December 31, 2025, with early adoption permitted.

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

The guidance is effective for the year ended December 31, 2025.

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

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other- Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This update provides revised guidance aimed at refining how costs related to internal-use software are accounted for.

The update removes the concept of distinct project phases and requires that capitalization of software costs begins once (1) management authorizes and commits to funding a computer software project, and (2) it is likely the project will be

completed and the software will be used to perform the function as intended.

When assessing whether completion is probable, entities must carefully consider any substantial uncertainties in development.

In addition, the guidance specifies that the property, plant, and equipment disclosure requirements apply to capitalized software costs.

The new standard will take effect in the first quarter of 2028, though early adoption is permitted at the start of any annual reporting period.

Entities may adopt the guidance using prospective application, retrospective application, or a modified transition approach.

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

Interim Reporting (Topic 270)

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270).

This update enhances the clarity and organization of interim reporting and the applicability of Topic 270.

It also clarifies the required form and content of interim financial statements, including requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The standard is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted.

Entities may apply the update either prospectively or retrospectively.

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

Segment Information

Our reportable segments consist of the Automotive Parts Group ("Automotive") and Industrial Parts Group ("Industrial").

Within the reportable segments, certain of our operating segments are aggregated since they have similar economic characteristics, products and services, type and class of customers, and distribution methods.

Our Automotive segment distributes replacement parts (other than collision parts) for substantially all makes and models of automobiles, trucks, and other vehicles.

Our Industrial segment distributes a wide variety of industrial bearings, mechanical and fluid power transmission equipment, including hydraulic and pneumatic products, material handling components and related parts and supplies.

We are a global service provider of automotive and industrial replacement parts and value-added solutions, and our operating segments are organized based on the type of product sold and geography.

Certain of our operating segments are aggregated into our reportable segments since they have similar economic characteristics, products and services, type and class of customers, and distribution methods.

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") and Industrial Parts Group ("Industrial").

Our North America Automotive and International Automotive segments distribute replacement parts for substantially all makes and models of automobiles, trucks, and other vehicles.

Our Industrial segment distributes a wide variety of industrial bearings, mechanical and fluid power transmission equipment, hydraulic and pneumatic products, material handling components and other related parts and supplies.

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

Prior-period segment information has been recast to conform to the current period presentation.

Inter-segment sales are not significant.

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Corporate assets are principally cash and cash equivalents and headquarters’ facilities and equipment.

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.

Our President and Chief Executive Officer is our Chief Operating Decision Maker ("CODM") and uses segment EBITDA to assess segment operating performance and allocate resources among our segments.

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Our President and Chief Executive Officer is our Chief Operating Decision Maker ("CODM") and uses segment EBITDA to assess segment operating performance and make decisions about the allocation of resources.

The significant segment expenses regularly provided to the CODM are total cost of sales and total other operating expenses.

Total other operating expenses represent all other costs of operating our segments, such as personnel, freight and delivery, facility, technology, marketing costs, as well as items such as foreign currency.

Automotive Segment

The following table presents a summary of our reportable automotive segment financial information:

North America Automotive Segment

The following table presents a summary of our reportable North America Automotive segment financial information:

(in thousands) 2025 2024 2023

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EBITDA margin (2) 7.1 % 7.8 % 8.7 %

International Automotive Segment

The following table presents a summary of our reportable International Automotive segment financial information:

(in thousands) 2025 2024 2023

Net sales $ 5,858,566 $ 5,556,895 $ 5,236,446

Cost of goods sold 3,185,711 3,035,373 2,854,735

Gross profit 2,672,855 2,521,522 2,381,711

Operating expenses 2,128,682 1,953,521 1,830,322

EBITDA $ 544,173 $ 568,001 $ 551,389

Gross margin (1) 45.6 % 45.4 % 45.5 %

Operating expenses as a percentage of net sales 36.3 % 35.2 % 35.0 %

EBITDA margin (2) 9.3 % 10.2 % 10.5 %

Industrial Segment

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Segment EBITDA

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

North America Automotive $ 672,182 $ 715,530 $ 787,745

International Automotive 544,173 568,001 551,389

Industrial 1,146,422 1,102,188 1,132,921

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Income before income taxes 52,168 1,175,968 1,742,348

Income taxes 271,892 425,824 389,901

Income tax benefit (expense) 13,777 ( 271,892 ) ( 425,824 )

Net Income $ 65,945 $ 904,076 $ 1,316,524

(1) Corporate EBITDA consists of costs related to our corporate headquarter’s broad support to our business units and other costs that are managed centrally and not allocated to business segments.

These include personnel and other costs for company-wide functions such as executive leadership, human resources, technology,

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

(1) Corporate EBITDA consists of costs related to our corporate headquarters' broad support to our business units and other costs that are managed centrally and not allocated to business segments.

These include personnel and other costs for company-wide functions such as executive leadership, human resources, technology, cybersecurity, legal, corporate finance, internal audit, and risk management, as well as asbestos-related product liability costs and A/R Sales Agreement fees.

The following table presents a summary of the other unallocated costs:

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Other unallocated costs:

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

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

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

Restructuring and other costs (2) $ ( 253,961 ) $ ( 221,007 ) $ —

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Inventory rebranding strategic initiative (4) — ( 61,596 ) —

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

Asbestos-related product liability (5) ( 103,352 ) — —

Pension settlement (6) ( 741,967 ) — —

First Brands credit loss allowance (7) ( 150,500 ) — —

Retirement obligation and other (8) 11,910 — —

Total other unallocated costs $ ( 1,251,905 ) $ ( 315,729 ) $ —

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

(3) Amount reflects insurance recoveries in excess of losses incurred on inventory, property, plant and equipment and other fire-related costs.

(4) Adjustment to remeasure product liability for a revised estimate of the number of claims to be incurred in future periods, among other assumptions.

(5) Amount reflects costs related to our global restructuring initiative which includes a voluntary retirement offer in the U.S., inventory liquidation costs, and rationalization and optimization of certain distribution centers, stores and other facilities.

The inventory liquidation costs, recognized in cost of goods sold, total $ 7 million and arise from facility closures.

Refer to the Restructuring and Other Costs footnote in our Notes to Consolidated Financial Statements for more information.

(6) Amount primarily reflects ongoing acquisition and integration costs related to the acquisitions of MPEC in April 2024 and Walker in July 2024, including professional services costs, personnel costs, and lease and other exit costs.

Refer to the Acquisitions footnote in our Notes to Consolidated Financial Statements for more information.

(7) Adjustment reflects a charge to write down certain existing inventory associated with a new global rebranding and relaunch of a key tool and equipment offering.

(2) Amount reflects costs related to the global restructuring initiative which includes a voluntary retirement offer in the U.S.

in 2024, and rationalization and optimization of certain distribution centers, stores and other facilities.

(3) Amount primarily reflects lease and other exit costs related to the ongoing integration of acquired independent automotive stores.

(4) Amount reflects a charge to write down certain existing inventory associated with a new global rebranding and relaunch of a key tool and equipment offering.

The existing inventory that will be liquidated is comprised of otherwise saleable inventory, and the liquidation does not arise from our normal, recurring operational activities.

(8) Amount for 2022 primarily includes costs of $ 67 million associated with the January 3, 2022 acquisition and integration of Kaman Distribution Group ("KDG") which includes a $ 17 million impairment charge.

The impairment charge was driven by a decision to retire certain legacy trade names, classified as other intangible assets, prior to the end of their estimated useful lives as part of executing our KDG integration and rebranding strategy.

Separately, this adjustment includes an $ 11 million loss related to an investment.

(5) Amount reflects a remeasurement of our asbestos-related product liability for a revised estimate of the number of claims to be incurred in future periods based on adverse current year changes in the claims environment, among other assumptions.

(6) Amount reflects a pension charge related to the settlement of our U.S.

qualified defined benefit plan (U.S.

pension plan).

(7) Amount reflects a charge for expected credit losses on volume purchase rebates and other amounts due from First Brands, a key automotive parts supplier who filed for Chapter 11 bankruptcy.

(8) Amount reflects certain nonroutine charges recorded during the quarter ended December 31, 2025, including a charge related to certain asset retirement obligations.

The following table presents a summary of our reportable segment total assets:

(in thousands) 2025 2024

Automotive $ 10,843,729 $ 9,845,644

North America Automotive $ 7,838,732 $ 7,215,963

International Automotive 4,022,330 3,627,766

Industrial 2,729,639 2,765,504

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Total assets $ 20,795,540 $ 19,282,705

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The following table presents a summary of select financial information by reportable segment:

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Depreciation and amortization:

Automotive $ 206,536 $ 163,517 $ 146,819

North America Automotive $ 136,384 $ 104,601 $ 82,704

International Automotive 120,451 101,935 80,813

Industrial 42,060 34,818 30,082

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Capital expenditures:

Automotive $ 311,704 $ 279,943 $ 235,182

North America Automotive $ 130,094 $ 129,899 $ 77,295

International Automotive 156,853 181,805 202,648

Industrial 44,734 76,730 53,823

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Total net sales $ 24,300,141 $ 23,486,569 $ 23,090,610

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Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill during the years ended December 31, 2025 and 2024 by reportable segment, as well as other identifiable intangible assets, are summarized as follows:

(in thousands) Automotive Industrial Total Other Intangible Assets, Net

(in thousands) North America Automotive International Automotive Industrial Total Other Intangible Assets, Net

Balance as of January 1, 2024 $ 363,159 $ 1,354,274 $ 1,017,248 $ 2,734,681 $ 1,792,913

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We completed our annual goodwill impairment testing as of October 1, 2025.

We assess the value of our goodwill under either a quantitative or qualitative assessment for our various reporting units.

We assess the value of our goodwill under either a quantitative or qualitative assessment for our reporting units.

To complete a qualitative assessment, we evaluate historical revenue and operating profit growth trends, market conditions and other factors to determine whether it is more likely than not that the reporting unit's goodwill is impaired.

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Based on these assessments, we did not recognize any goodwill impairments during 2025 or 2024.

Accumulated impairment losses for the Automotive segment were $ 506,721 as of December 31, 2024 and 2023.

We have not incurred any accumulated impairment losses for the Industrial segment.

Accumulated impairment losses for the International Automotive segment was $ 506,721 as of December 31, 2025 and 2024.

We have not incurred any accumulated impairment losses for the North America Automotive or Industrial segments.

If there are sustained declines in macroeconomic or business conditions in future periods affecting the projected earnings and cash flows at our reporting units, among other things, there can be no assurance that goodwill at one or more reporting units may not be impaired.

In June 2022, we recognized a $ 17 million non-cash impairment charge related to our decision to retire certain legacy Industrial trade names, classified as other intangible assets, prior to the end of their estimated useful lives as part of the KDG integration and rebranding strategy.

We evaluate other intangible assets for potential impairment indicators annually, or more frequently if circumstances change.

Other Intangible Assets

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$ 2,937,904 $ ( 1,082,190 ) $ 1,855,714 $ 2,719,985 $ ( 920,953 ) $ 1,799,031

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The valuation of identifiable intangible assets utilizes significant unobservable inputs and, therefore, represents a Level 3 fair value measurement.

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Furniture and fixtures 716,305 649,352

Software 852,008 620,684

Construction in progress 236,156 278,791

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Total principal amount outstanding of receivables sold is approximately $ 1.0 billion and $ 1.0 billion as of December 31, 2025 and December 31, 2024, respectively.

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The following table summarizes the activity and amounts outstanding under the A/R Sales Agreement as of period end:

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The servicing liability related to our collection services also is not material, given the high quality of the customers underlying the receivables and the anticipated short collection period.

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The following table summarizes our debt outstanding as of December 31, 2025 and December 31, 2024:

(in thousands) December 31, 2025 December 31, 2024

June 30, 2019, Series A Senior Unsecured Notes, A$ 155,000 , 3.10 % fixed, due June 30, 2024

Unsecured revolving line of credit, $ 2,000,000,000 , SOFR plus 1.25 % variable,weighted average rate 5.01 % as of December 31, 2025

$ 600,000 $ —

October 30, 2017, Series J Senior Unsecured Notes, € 225,000 , 1.40 % fixed, due October 30, 2024

Commercial paper, net of discounts, weighted average rate of 4.39 % at December 31, 2025

Unsecured term notes:

January 6, 2022, Senior Unsecured Notes, $ 500,000 , 1.75 % fixed, due February 1, 2025

500,000 500,000

June 30, 2019, Series B Senior Unsecured Notes, A$ 155,000 , 3.43 % fixed, due June 30, 2026

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August 7, 2024, Senior Unsecured Notes, $ 750,000 , 4.95 % fixed, due August 15, 2029

750,000 750,000

October 30, 2017, Series L Senior Unsecured Notes, € 125,000 , 2.02 % fixed, due October 30, 2029

21 unchanged sentences

Thereafter 1,227,440

Table of C o ntents

Unsecured Revolving Credit Facility

On October 30, 2020, we entered into a $ 1.5 billion Syndicated Facility Agreement (as amended, the "Unsecured Revolving Credit Facility").

The Unsecured Revolving Credit Facility is scheduled to mature on September 30, 2026.

We had no outstanding borrowings under the Unsecured Revolving Credit Facility as of December 31, 2024 or December 31, 2023.

On March 20, 2025, we amended the Unsecured Revolving Credit Facility to expand the borrowing capacity from $ 1.5 billion to $ 2.0 billion and extend the maturity date to March 20, 2030.

We had $ 600 million of outstanding borrowings under the Unsecured Revolving Credit Facility as of December 31, 2025 and no outstanding borrowings as December 31, 2024.

Commercial Paper Program

On November 29, 2023, we established a commercial paper program that allows us to issue unsecured commercial paper notes up to $ 1.5 billion outstanding.

We amended our commercial paper program on March 27, 2025 to expand the maximum borrowing capacity from $ 1.5 billion to $ 2.0 billion.

The maturities of the commercial paper notes vary but may not exceed 364 days from the date of issuance.

The commercial paper notes are sold under customary terms in the commercial paper market and will rank pari passu with unsecured and unsubordinated indebtedness.

The commercial paper notes are sold under customary terms in the commercial paper market and rank pari passu with unsecured and unsubordinated indebtedness.

The notes are issued at par less a discount representing an interest factor or, if interest bearing, at par.

The net proceeds of issuances of the commercial paper notes are expected to be used for general corporate purposes.

We had no outstanding borrowings under our commercial paper program as of December 31, 2024 or December 31, 2023.

The net proceeds of issuances of the commercial paper notes have been used to repay certain of our unsecured senior notes (as described below) and have been and are expected to continue to be used for general corporate purposes.

We had $ 343 million outstanding under our commercial paper program as of December 31, 2025, presented in Short-term borrowings on the consolidated balance sheet, and no outstanding borrowings as of December 31, 2024.

The weighted average interest rate of our commercial paper outstanding as of December 31, 2025 was 4.39 %.

In the consolidated statement of cash flows, we present commercial paper activity with original maturities of three months or less on a net basis given their short-term nature.

Notes and Other Borrowings

On August 7, 2024, we issued $ 750 million of unsecured 4.950 % Senior Notes due 2029.

Interest is payable on February 15 and August 15 of each year, beginning February 15, 2025.

On November 1, 2023, we issued $ 425 million of unsecured 6.500 % Senior Notes due 2028.

Simultaneously, we issued $ 375 million of unsecured 6.875 % Senior Notes due 2033.

For both offerings, interest is payable semi-annually on November 1 and May 1 of each year, beginning on May 1, 2024.

In addition to funding other working capital requirements, we used commercial paper borrowings to repay the $ 500 million principal amount of our 1.75 % Unsecured Senior Notes due February 1, 2025.

Certain borrowings require us to comply with a financial covenant with respect to a maximum debt to EBITDA ratio.

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We have no economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions, as it relates to the SCF program.

Accordingly, amounts due to our suppliers that elected to participate in the SCF program are included in the line item accounts payable in our consolidated balance sheets.

amounts due to our suppliers that elected to participate in the SCF program are included in the line item accounts payable in our consolidated balance sheets.

All activity related to amounts due to suppliers that elected to participate in the SCF program is reflected in cash flows from operating activities in our consolidated statement of cash flows.

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Confirmed obligations outstanding at the end of the year $ 3,190,836 $ 3,331,385

Table of C o ntents

Derivatives and Hedging

10 unchanged sentences

Net investment hedges:

Forward contracts Prepaid expenses and other current assets $ 1,867,966 $ 85,834 $ 606,950 $ 37,676

Forward contract Other current liabilities $ — $ — $ 106,800 $ 4,383

Forward contract Prepaid expenses and other current assets $ 245,960 $ 7,146 $ 1,867,966 $ 85,834

Forward contracts Other current liabilities $ 1,633,396 $ 66,516 $ — $ —

Foreign currency debt Current portion of debt and long-term debt € 475,000 $ 558,030 € 475,000 $ 494,285

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We evaluate renewal options at lease inception and on an ongoing basis, and we include renewal options that we are reasonably certain to exercise in the expected lease terms when classifying leases and measuring lease liabilities.

We elected a policy of not recording leases on the consolidated balance sheets when the leases have a term of 12 months or less and we are not reasonably certain to elect an option to purchase the leased asset.

a policy of not recording leases on the consolidated balance sheets when the leases have a term of 12 months or less and we are not reasonably certain to elect an option to purchase the leased asset.

Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.

Table of C o ntents

The table below presents the locations of the operating lease assets and liabilities on the consolidated balance sheets:

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Future minimum lease payments include $ 64 million related to options to extend lease terms that we are reasonably certain to exercise.

Future minimum lease payments exclude $ 9 million related to an operating lease that has not yet commenced.

This lease is expected to commence in 2025 with a lease term of 15 years.

Future minimum lease payments exclude $ 11 million related to operating leases that have not yet commenced.

The leases are expected to commence in 2026 with a lease term of 3 to 9 years.

The table below presents operating lease costs and supplemental cash flow information related to leases for the year ended December 31:

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Cash paid for amounts included in the measurement of operating lease liabilities is included in operating activities in the consolidated statements of cash flows.

Table of C o ntents

Employee Benefit Plans

Our defined benefit pension plans cover employees in the U.S., Canada, and Europe who meet eligibility requirements.

The plan covering U.S.

employees is noncontributory, and our U.S.

qualified defined benefit plan was frozen as of December 31, 2013.

No further benefits were provided after this date for additional credited service or earnings, and all participants became fully vested as of December 31, 2013.

On April 29, 2024, our Board of Directors approved the termination of the frozen U.S.

qualified defined benefit plan (pension plan), effective September 30, 2024.

We intend to transfer the management and delivery of continuing benefits associated with the pension plan to a third-party insurance company.

The pension plan settlement process involves several regulatory steps and approvals.

Subject to completion of these steps and approvals, settlement is expected between late 2025 and early 2026.

As part of the plan settlement process, pension plan participants not currently receiving payments will have the opportunity to select a single lump sum payment or an annuity from the insurance company that will pay and administer future benefit payments.

Upon settlement, we expect to recognize a non-cash, pre-tax pension settlement charge in late 2025 or early 2026 equal to the actuarial losses accumulated in AOCI, which totaled approximately $ 735 million ($ 540 million, net of tax) as of December 31, 2024.

The actual amount of the settlement charges will depend on the valuation of the pension obligation at the settlement date, which is dependent upon interest rates, the lump sum election rate, the cost to purchase annuities, U.S.

pension plan asset returns, and other factors.

Once settled, we will be fully relieved of all obligations under the U.S.

pension plan.

On April 29, 2024, our Board of Directors approved the termination of our U.S.

qualified defined benefit plan (U.S.

pension plan), effective September 30, 2024.

On December 19, 2025, we settled all future obligations under our U.S.

pension plan through the transfer of the remaining benefit obligations to a third-party insurance company under a group annuity contract.

Prior to this settlement, in October 2025, certain participants elected to receive lump-sum payments to settle their pension obligations.

These settlements were funded directly by assets of the U.S.

pension plan and required no additional cash or asset contributions from GPC.

As a result of the settlements, we recognized a one-time, non-cash, pre-tax pension settlement charge of $ 742 million ($ 541 million, net of tax).

This charge primarily reflects the recognition of all unamortized net actuarial losses in accumulated other comprehensive loss.

As a result of the pension settlement, GPC had no pension obligations related to this plan as of December 31, 2025.

The remaining surplus plan assets following the U.S.

pension plan settlement will be used to fund certain contributions associated with our U.S.

defined contribution plan (Qualified Replacement Plan) as well as any remaining U.S.

pension plan expenses.

Surplus plan assets not used for these contributions or expenses would be subject to an excise tax up to 50% upon withdrawal from the plan.

As of December 19, 2025, our $ 446 million of surplus plan assets consisted of $ 13 million of cash, $ 243 million in a short-term bond fund and $ 190 million of GPC stock.

Upon settlement of the U.S.

pension plan, the short-term bond fund consisting of short-term corporate bonds, commercial paper, and asset-backed securities are classified as a noncurrent available-for-sale (“AFS”) investment within other assets in our consolidated balance sheet.

We accounted for the GPC stock as a repurchase of our common stock with such amounts recorded as a reduction in common stock and retained earnings in our consolidated balance sheet.

The recognition of the surplus plan assets in our balance sheet was a non-cash activity in the statement of cash flows.

The AFS debt security is measured at fair value, with unrealized gains and losses recognized in accumulated other comprehensive loss (“AOCL”), net of tax.

As of December 31, 2025, the amortized cost and fair value of the AFS debt security were $ 244 million and $ 243 million, respectively.

Unrealized losses of $ 0.8 million were determined to be non-credit related and were primarily attributable to changes in market interest rates.

Our other defined benefit pension plans cover employees in Canada and Europe who meet eligibility requirements.

The Canadian plan is contributory, and benefits are based on career average compensation.

Our funding policy is to contribute an amount equal to the minimum required contribution under applicable pension legislation.

For the plans in the U.S.

and Canada, we may increase our contribution above the minimum, if appropriate to our tax and cash position and the plans’ funded position.

For the plans in Canada, we may increase our contribution above the minimum, if appropriate to our tax and cash position and the plans’ funded position.

The European plans are funded in accordance with local regulations.

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Several assumptions are used to determine the benefit obligations, plan assets, and net periodic income.

Prior to December 31, 2024, the discount rate for the U.S.

pension plan was calculated using a bond matching approach to select specific bonds that would satisfy the projected benefit payments.

As a result of the decision to terminate the U.S.

pension plan, as of December 31, 2024, the benefit obligation for the U.S.

pension plan was determined based on the amount expected to be required to settle the obligations.

Assumptions utilized included the portion of the obligations expected to be settled through elections of lump sum payments or annuities and the cost to purchase annuities, what are subject to change upon actual plan settlement.

The discount rate for non-U.S.

plans are set by using Willis Towers Watson's RATE:Link model.

plans and the U.S.

pension plan prior to December 31, 2024, this approach reflects yields available on high quality corporate bonds that would generate the cash flow necessary to pay the plan's benefits when due.

This approach reflects yields available on high quality corporate bonds that would generate the cash flow necessary to pay the plan's benefits when due.

The expected return on plan assets is based on a calculated market-related value of plan assets, where gains and losses on plan assets are amortized over a five year period and accumulate in other comprehensive income.

2 unchanged sentences

These assumptions are updated at each annual measurement date.

Table of C o ntents

Changes in benefit obligations for the years ended December 31, 2025 and 2024 were:

8 unchanged sentences

Gross benefits paid ( 137,433 ) ( 142,721 )

Plan amendments — 2,464

Curtailments ( 1,272 ) —

Settlement of U.S.

pension plan ( 1,519,426 ) —

Other ( 8,800 ) —

Benefit obligation at end of year $ 453,719 $ 1,981,552

Following the pension settlement there are $ 213 million in U.S.

pension obligations as of December 31, 2025.

The benefit obligations for our U.S.

pension plans included in the above were $ 1.7 billion at both December 31, 2024 and 2023.

The total accumulated benefit obligation for our defined benefit pension plans in the U.S., Canada, and Europe was approximately $ 2.0 billion and $ 2.0 billion at December 31, 2024 and 2023, respectively.

pension plan, there was a net actuarial liability loss of $ 61 million and an asset loss of $ 61 million.

The liability loss was comprised primarily from the cost associated with measuring the plan on a termination basis and the valuation of expected lump sum payments to be made in 2025 prior to the settlement of the plan.

supplemental retirement plan, there was a net actuarial liability gain of $ 6 million.

The liability gain is the result of a $ 8 million gain associated with an increase in the discount rate, a $ 2 million gain related to updates to the salary growth and bonus payout assumptions, and an offsetting $ 4 million demographic loss for participant experience.

pension plan included in the above was $ 1.7 billion at December 31, 2024.

The total accumulated benefit obligation for our defined benefit pension plan in the U.S., Canada, and Europe was approximately $ 441 million and $ 2.0 billion at December 31, 2025 and 2024, respectively.

The assumptions used to measure the pension benefit obligations for the plans at December 31, 2025 and 2024, were:

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Benefits paid ( 122,795 ) ( 142,721 )

Settlements of U.S.

pension plan ( 1,519,426 ) —

Other ( 442,663 ) —

Fair value of plan assets at end of year $ 276,274 $ 2,223,879

The fair values of plan assets for our U.S.

pension plans included in the above were $ 2.0 billion at both December 31, 2024 and 2023.

pension plan included in the above was $ 2.0 billion at December 31, 2024.

For the years ended December 31, 2025 and 2024, the aggregate projected benefit obligation and aggregate fair value of plan assets for plans with projected benefit obligations in excess of plan assets were as follows:

2 unchanged sentences

Aggregate fair value of plan assets $ — $ —

Table of C o ntents

For the years ended December 31, 2025 and 2024, the aggregate accumulated benefit obligation and aggregate fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets were as follows:

10 unchanged sentences

100 % 100 % 100 %

Our benefit plan committees in the U.S.

and Canada establish investment policies and strategies and regularly monitor the performance of the funds.

plan, our largest pension plan, is well-funded, with a funded status of 128 % at December 31, 2024.

The plans in Europe are unfunded and, therefore, there are no plan assets.

Beginning in 2024, the U.S.

pension plan strategy implemented by our management is to minimize funded status volatility through the plan termination process.

Our investment strategy with respect to U.S.

pension plan assets is to fully hedge plan obligations on a termination basis.

In connection with the planned U.S.

pension plan termination process, we acquired certain guaranteed annuity contracts from an insurance company using existing plan assets to fund on-going obligations under the U.S.

pension plan prior to our planned termination.

The Canadian pension plan strategy implemented by our management is to achieve long-term objectives and invest the pension assets in accordance with the applicable pension legislation in Canada as well as fiduciary standards.

Our benefit plan committee in Canada establishes investment policies and strategies and regularly monitor the performance of the funds.

The Canadian pension plan strategy is to achieve long-term objectives and invest the pension assets in accordance with the applicable pension legislation in Canada as well as fiduciary standards.

The long-term primary investment objectives for the Canadian pension plan is to provide for a reasonable amount of long-term growth of capital, without undue exposure to risk, protect the assets from erosion of purchasing power, and provide investment results that meet or exceed the pension plans’ actuarially assumed long-term rates of return.

The Company's Investment Strategy with respect to Canadian pension plan assets is to generate a return in excess of the passive portfolio benchmark ( 40 % Equity, 50 % Fixed Income, 10 % Other).

The plans in Europe are unfunded and, therefore, there are no plan assets.

The fair values of the plan assets as of December 31, 2025 and 2024, by asset category, are shown in the tables below.

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The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities.

Level 1 represents observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2 represents other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

Level 3 represents significant unobservable inputs (including our own assumptions in determining the fair value of investments).

Certain investments are measured at fair value using the net asset value ("NAV") per share as a practical expedient and have not been classified in the fair value hierarchy.

The valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

4 unchanged sentences

The guaranteed annuity contract was valued based on the transaction price adjusted for changes in interest rates and actual benefit payments.

Table of C o ntents

(in thousands) Total Assets Measured at NAV Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs

(in thousands) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs

(Level 2) Significant Unobservable Inputs

1 unchanged sentence

Common stocks — mutual funds — equity $ 55,543 $ 55,543 $ — $ —

Genuine Parts Company common stock 176,640 — 176,640 — —

Other stocks 76,937 76,937 — —

4 unchanged sentences

Corporate bonds 72,179 — 72,179 —

Mutual funds-fixed income 201,247 — 201,247 — —

Short Term Collective Trust 345,064 — — 345,064 —

Investment Contracts, at Contract Value 1,241,434 — — — 1,241,434

Total $ 276,274 $ 152,149 $ 124,126 $ —

Table of C o ntents

(in thousands) Total Assets Measured at NAV Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs

(in thousands) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs

(Level 2) Significant Unobservable Inputs

8 unchanged sentences

Corporate bonds 66,321 — 66,321 —

Asset-backed and mortgage-backed securities 10,396 — — 10,396 —

Convertible Securities 1,720 — — 1,720 —

Other-international 45,059 — — 45,059 —

Municipal bonds 14,295 — — 14,295 —

Mutual funds-fixed income 201,247 201,247 — —

Short term collective trust 345,064 — 345,064 —

Options and futures 1,241,434 — — 1,241,434

Total $ 2,223,879 $ 519,008 $ 463,437 $ 1,241,434

Equity securities include Genuine Parts Company common stock in the amounts of $ 177 million ( 8 % of total plan assets) and $ 209 million ( 9 % of total plan assets) at December 31, 2024 and 2023, respectively.

Dividend payments received by the plan on company stock totaled approximately $ 6 million and $ 6 million in 2024 and 2023, respectively.

Equity securities included no Genuine Parts Company common stock at December 31, 2025 and $ 177 million at December 31, 2024.

Dividend payments received by the plan on company stock totaled approximately $ 6 million in both 2025 and 2024.

Fees paid during the year for services rendered by parties in interest were based on customary and reasonable rates for such services.

Based on the investment policy for the pension plans, as well as an asset study that was performed based on our asset allocations and future expectations, our expected rate of return on plan assets for measuring 2025 pension income is 5.33 % for the plans.

Based on the investment policy for the Canadian pension plan, as well as an asset study that was performed based on our asset allocations and future expectations, our expected rate of return on plan assets for measuring 2026 pension income is 6.01 % for the Canadian plan.

The asset study forecasted expected rates of return for the approximate duration of our benefit obligations, using capital market data and historical relationships.

10 unchanged sentences

$ 39,084 $ 780,704

Table of C o ntents

The following table reflects the total benefits expected to be paid from the pension plans’ or our assets.

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2031 through 2035 $ 160,813

Net periodic benefit income included the following components:

Net periodic benefit expense (income) included the following components:

(in thousands) 2025 2024 2023

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Amortization of actuarial loss 18,478 14,281 9,361

Net periodic benefit income $ ( 53,935 ) $ ( 44,450 ) $ ( 27,110 )

Service cost is recorded in selling, administrative and other expenses in the consolidated statements of income while all other components are recorded within other non-operating expenses (income).

Net periodic benefit expense (income) $ 773 $ ( 53,935 ) $ ( 44,450 )

Service cost is recorded in selling, administrative and other expenses in the consolidated statements of income while all other components are recorded within other non-operating expenses.

Pension benefits also include amounts related to supplemental retirement plans.

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Recognition of prior service cost ( 1,140 ) ( 1,127 ) ( 692 )

Recognition of curtailment loss — — —

Recognition of curtailment gain 1,270 — —

Settlement of U.S.

pension plan ( 741,967 ) — —

Other — — 2,464

Total recognized in other comprehensive income loss $ ( 742,153 ) $ 86,583 $ 15,700

Total recognized in net periodic benefit income and other comprehensive loss (income) $ 32,648 $ ( 28,750 ) $ 32,614

The assumptions used in measuring the net periodic benefit income for the plans follow:

Total recognized in net periodic benefit expense (income) and other comprehensive loss (income) $ ( 741,380 ) $ 32,648 $ ( 28,750 )

The assumptions used in measuring the net periodic benefit expense (income) for the plans follow:

2025 2024 2023

6 unchanged sentences

Total plan expense was approximately $ 80 million in 2025, $ 75 million in 2024, and $ 77 million in 2023.

Table of C o ntents

For each acquisition, we allocate the purchase price to the assets acquired and the liabilities assumed based on their fair values as of their respective acquisition dates.

The results of operations for acquired businesses are included in our consolidated statements of income beginning on their respective acquisition dates.

We acquired various businesses for approximately $ 430 million, which includes certain non-cash consideration and is net of cash acquired, during the year ended December 31, 2025.

We recognized approximately $ 110 million, $ 60 million, and $ 70 million of revenue for the year ended December 31, 2025 for our North America Automotive, International Automotive, and Industrial acquisitions, respectively.

We recognized approximately $ 240 million of goodwill and other intangible assets associated with these acquisitions.

Other intangible assets acquired of $ 100 million consisted of customer relationships with a weighted average amortization life of 20 years.

The estimated goodwill recognized as part of the acquisitions is generally not tax deductible.The fair values of the assets acquired and liabilities assumed are preliminary and may be subject to additional adjustments during the measurement period.

We did not recognize any significant measurement period adjustments related to finalizing acquisition accounting during the year ended December 31, 2025.

We acquired various businesses for approximately $ 1.2 billion, which includes certain non-cash consideration and is net of cash acquired, during the year ended December 31, 2024.

We recognized approximately $ 500 million and $ 30 million of revenue for the year ended December 31, 2024 for our Automotive and Industrial acquisitions, respectively.

The following table summarizes the aggregate estimated fair values of the assets acquired and liabilities assumed at the acquisition dates for these businesses during the year ended December 31, 2024.

The fair values of the assets acquired and liabilities assumed are preliminary and may be subject to additional adjustments, particularly to inventory and intangible assets during the measurement period, which may be up to one year from the respective acquisition dates.

We recognized approximately $ 380 million , $ 120 million, and $ 30 million of revenue for the year ended December 31, 2024 for our North America Automotive, International Automotive, and Industrial acquisitions, respectively.

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition dates for the aggregate of these businesses.

(in thousands) As of Acquisition Dates

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Other intangible assets acquired, totaling approximately $ 210 million , consisted primarily of customer relationships and trade names with weighted average amortization lives of 18 years .

The estimated goodwill recognized as part of the acquisitions is generally not tax deductible.

Goodwill of $ 250 million and $ 30 million has been assigned to the Automotive and Industrial segments, respectively.

The goodwill recognized as part of the acquisitions is generally not tax deductible.

Goodwill of $ 100 million, $ 150 million, and $ 30 million has been assigned to the North America Automotive, International Automotive, and Industrial segments, respectively.

This goodwill is attributable primarily to the expected synergies and assembled work forces of the acquired businesses.

The businesses acquired included two of the largest independent owners of NAPA Auto Parts Stores in the U.S., Motor Parts & Equipment Corporation ("MPEC") in April 2024 and Walker Automotive Group in July 2024.

We recognized approximately $ 100 million of goodwill and other intangible assets associated with the MPEC and

Table of C o ntents

Walker acquisitions.

We recognized approximately $ 100 million of goodwill and other intangible assets associated with the MPEC and Walker acquisitions.

Approximate values of other assets acquired and liabilities assumed included inventory of $ 290 million , operating lease assets of $ 240 million and operating lease liabilities of $ 250 million .

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We acquired several businesses for approximately $ 322 million, net of cash acquired, during the year ended December 31, 2023.

Approximately $ 300 million was related to our Automotive segment and $ 22 million was related to Industrial.

During the year we recognized approximately $ 389 million and $ 48 million of sales, net of store closures, related to our 2023 Automotive and Industrial acquisitions, respectively.

Approximately $ 147 million, $ 153 million, and $ 22 million was related to North America Automotive, International Automotive, and Industrial acquisitions, respectively.

During the year we recognized approximately $ 147 million, $ 242 million, and $ 48 million of sales, net of store closures, related to our 2023 North America Automotive, International Automotive, and Industrial acquisitions, respectively.

We recognized approximately $ 219 million of goodwill and other intangible assets associated with these acquisitions.

Other intangible assets acquired of $ 99 million consisted of customer relationships with a weighted average amortization life of 20 years.

The estimated goodwill recognized as part of the acquisitions is generally not tax deductible.

We did not recognize any significant measurement period adjustments related to finalizing acquisition accounting during the year ended December 31, 2023.

We acquired several businesses for approximately $ 1.6 billion, net of cash acquired, during the year ended December 31, 2022.

Approximately $ 1.3 billion was related to our Industrial segment, primarily the acquisition of KDG and $ 300 million was related to Automotive.

We recognized approximately $ 562 million of sales, net of store closures, and $ 239 million of goodwill and other intangible assets related to our Automotive acquisitions during the year ended December 31, 2022.

The other intangible assets acquired consisted of customer relationships of $ 76 million, trademarks of $ 9 million, and other intangibles of $ 4 million with weighted average amortization lives of 18 , 15 , and 3 years, respectively.

On January 3, 2022, the company, through our wholly-owned subsidiary, Motion Industries, Inc., acquired all of the equity interests in KDG for a purchase price of approximately $ 1.3 billion in cash, net of cash acquired of approximately $ 30 million.

KDG contributed approximately 5 % of net sales included in our consolidated statement of income from January 3, 2022 to December 31, 2022.

The KDG acquisition was financed using a combination of borrowing under the existing unsecured revolving credit facility, proceeds of $ 200 million from the selling of additional receivables under our amended A/R Sales Agreement, and $ 109 million of cash.

For the twelve months ended December 31, 2022, approximately $ 5 million of inventory amortization step-up cost related to this acquisition was included in cost of goods sold.

Further, $ 62 million of transaction and other one-time costs, inclusive of an impairment charge, were included in selling, administrative, and other expenses in the consolidated statements of income for the year ended December 31, 2022.

Refer to the Goodwill and Other Intangible Assets Footnote for more information on the impairment charge.

Share-Based Compensation

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A summary of our restricted stock units activity and related information is as follows:

Nonvested Share Awards (RSUs) Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value

Nonvested Share Awards (RSUs) Shares (1)

Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1)

Nonvested at beginning of year 881 $ 152.71

3 unchanged sentences

Nonvested at end of year 1,089 $ 136.98 1.8 $ 133,877

Table of C o ntents

(1) In thousands

A summary of our stock appreciation rights activity and related information is as follows:

Stock Appreciation Rights (SARs) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value

Stock Appreciation Rights (SARs) Shares (1)

Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1)

Outstanding at beginning of year 103 $ 95.32

4 unchanged sentences

Exercisable at end of year 51 $ 95.31 0.7 $ 1,407

(1) In thousands

The aggregate intrinsic value of SARs exercised and RSUs vested during the years ended December 31, 2025, 2024, and 2023 was $ 59 million, $ 68 million, and $ 89 million, respectively.

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Beginning balance, January 1, 2023 $ ( 506,610 ) $ ( 2,572 ) $ ( 523,360 ) $ ( 1,032,542 )

Other comprehensive income (loss) before reclassifications ( 71,258 ) — ( 143,890 ) ( 215,148 )

Amounts reclassified from accumulated other comprehensive loss 27,875 12,470 — 40,345

Other comprehensive income (loss) before reclassifications, net of tax ( 18,965 ) 2,765 64,429 48,229

Amounts reclassified from accumulated other comprehensive loss, net of tax 7,634 ( 193 ) — 7,441

Ending balance, December 31, 2023 ( 517,941 ) — ( 458,931 ) ( 976,872 )

Other comprehensive income (loss) before reclassifications ( 18,965 ) 2,765 64,429 48,229

Amounts reclassified from accumulated other comprehensive loss 7,634 ( 193 ) — 7,441

Other comprehensive income (loss) before reclassifications, net of tax ( 74,604 ) — ( 221,812 ) ( 296,416 )

Amounts reclassified from accumulated other comprehensive loss, net of tax 11,545 — — 11,545

Ending balance, December 31, 2024 ( 581,000 ) — ( 680,743 ) ( 1,261,743 )

Other comprehensive income (loss) before reclassifications ( 74,604 ) — ( 221,812 ) ( 296,416 )

Amounts reclassified from accumulated other comprehensive loss 11,545 — — 11,545

Other comprehensive income (loss) before reclassifications, net of tax ( 16,895 ) — 208,870 191,975

Amounts reclassified from accumulated other comprehensive loss, net of tax 558,002 — — 558,002

Ending balance, December 31, 2025 $ ( 39,893 ) $ — $ ( 471,873 ) $ ( 511,766 )

The AOCL components related to the pension benefits are included in the computation of net periodic benefit income in the Employee Benefit Plans Footnote.

The nature of the cash flow hedges are discussed in the Derivatives and Hedging Footnote.

Generally, tax effects in AOCL are established at the currently enacted tax rate and reclassified to net income in the same period that the related pre-tax AOCL reclassifications are recognized.

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Significant components of our deferred tax assets and liabilities are as follows:

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Pension liability not yet deducted for tax purposes — 201,971

Employee and retiree benefits 58,591 —

Net operating loss 95,273 59,154

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Total net deferred tax liability $ ( 369,217 ) $ ( 439,791 )

We currently hold approximately $ 259 million in gross net operating losses, of which approximately $ 98 million will carry forward indefinitely.

We currently have approximately $ 504 million in gross net operating losses, of which approximately $ 279 million will carry forward indefinitely.

The remaining net operating losses of approximately $ 225 million will begin to expire in 2026.

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$ ( 13,777 ) $ 271,892 $ 425,824

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The reasons for the difference between total tax expense and the amount computed by applying the statutory Federal income tax rate to income before income taxes are as follows:

(in thousands) 2024 2023 2022

Statutory rate applied to income (1) $ 246,953 $ 365,892 $ 330,246

Plus state income taxes, net of Federal tax benefit 31,495 48,573 59,593

Taxation of foreign operations, net (2) 3,201 4,666 3,347

Valuation allowance 412 2,911 ( 7,153 )

Other (3) ( 10,169 ) 3,782 3,868

2025 2024 2023

statutory rates applied to income are as follows:

2024, 2023 and 2022 at 21%.

(2) Our effective tax rate reflects the impact of having operations outside of the U.S.

which are taxed at statutory rates different from the U.S.

statutory rate, with some income being fully or partially exempt from income taxes due to various operating and financing activities.

(3) Includes investment benefits and associated unrecognized tax benefits.

(in thousands) Amount Percent Amount Percent Amount Percent

Pre-Tax Book Income $ 52,168 $ 1,175,968 $ 1,742,348

Federal Statutory Tax Rate $ 10,955 21.00 % $ 246,953 21.00 % $ 365,893 21.00 %

State and Local Income Taxes, Net of Federal Income Tax Effect (1)(2)(3) ( 17,618 ) ( 33.77 ) % 31,495 2.68 % 48,573 2.79 %

Foreign Tax Effects:

Australia 7,001 13.42 % 9,023 0.77 % 12,585 0.72 %

Canada 6,417 12.30 % 8,933 0.76 % 13,304 0.76 %

United Kingdom — — % 3,767 0.32 % 1,592 0.09 %

Other Foreign Jurisdictions ( 14,492 ) ( 27.78 ) % ( 15,162 ) ( 1.30 ) % ( 6,372 ) ( 0.36 ) %

Tax Credits ( 15,568 ) ( 29.84 ) % — — % — — %

Other Adjustments 9,528 18.26 % ( 13,117 ) ( 1.11 ) % ( 9,751 ) ( 0.56 ) %

Effective Tax Rate $ ( 13,777 ) ( 26.41 ) % $ 271,892 23.12 % $ 425,824 24.44 %

(1) State Taxes in the following states make up more than 50% of the tax effect in this category for 2025:

Alabama, California, Florida, Illinois, Louisiana, Minnesota, New York, and Texas.

(2) State Taxes in the following states make up more than 50% of the tax effect in this category for 2024:

Alabama, California, Florida, Illinois, Louisiana, Minnesota, New York, Pennsylvania and Wisconsin

(3) State Taxes in the following states make up more than 50% of the tax effect in this category for 2023:

California, Florida, Illinois, Indiana, Michigan, Minnesota, New Jersey, New York, Pennsylvania and Wisconsin.

The components of inc ome taxes paid globally are as follows:

(in thousands) 2025 2024 2023

Federal Taxes Paid $ 43,364 $ 88,744 $ 190,305

State Taxes Paid 40,832 36,789 63,724

Foreign Taxes Paid 136,867 139,092 112,241

Australia 49,874 33,749 31,473

Canada 33,858 44,340 35,181

United Kingdom 22,618 15,489 17,347

Other Foreign Jurisdictions 30,517 45,514 28,240

Total Income Taxes Paid (Net of Refunds Received) $ 221,063 $ 264,625 $ 366,270

We account for Global Intangible Low Taxed income in the year the tax is incurred as a period cost.

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With few exceptions, we are no longer subject to federal, state and local tax examinations by tax authorities for years before 2021 or subject to foreign income tax examinations for years ended prior to 2013.

We are currently under audit in some of our state and foreign jurisdictions.

We are currently under Federal income tax audit for 2022 and 2023 as well as audits in some of our state and foreign jurisdictions.

Some audits may conclude in the next 12 months and the unrecognized tax benefits recognized in relation to the audits may differ from actual settlement amounts.

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This is due to the complexities associated with the calculation to determine residual taxes on the undistributed earnings, including the availability of foreign tax credits, applicability of any additional local withholding tax and other indirect tax consequences that may arise due to the distribution of these earnings.

We guarantee the borrowings of certain independently controlled automotive parts stores and businesses

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(“independents”) and certain other affiliates in which we have a noncontrolling equity ownership interest (“affiliates”).

In 2025, we entered into a limited partnership agreement to become a limited partner in an approved qualified renewable energy project.

We have elected for the application of the proportional amortization method (“PAM”) in this qualified investment, under which, the equity investment is amortized as a component of tax expense in proportion to the allocation of tax benefits from income tax credits and net operating losses.

During 2025, $ 51 million of tax benefits, offset by $ 47 million of equity investment amortization, are included in tax expense .

As of December 31, 2025, the carrying value of the equity investment is $ 7 million recorded in prepaid expenses and other current assets.

In addition, a $ 43 million initial commitment remains payable in other current liabilities on the Company's consolidated balance sheets with anticipated settlement in 2026.

There was no equity investment impairment during the year ended December 31, 2025.

We guarantee the borrowings of certain independently controlled automotive parts stores and businesses (“independents”).

Presently, the independents are generally consolidated by unaffiliated enterprises that have controlling financial interests through ownership of a majority voting interest in the independents.

We have no voting interest or equity conversion rights in any of the independents.

We do not control the independents or the affiliates but receive a fee for the guarantees.

We do not control the independents but receive a fee for the guarantees.

We have concluded that the independents are variable interest entities, but that we are not the primary beneficiary.

Specifically, the equity holders of the independents have the power to direct the activities that most significantly impact the entities’ economic performance including, but not limited to, decisions about hiring and terminating personnel, local marketing and promotional initiatives, pricing and selling activities, credit decisions, monitoring and maintaining appropriate inventories, and store hours.

Separately, we concluded that the affiliates are not variable interest entities.

During the year ended December 31, 2024, we acquired all of the remaining affiliates, which are consolidated in our financial statements.

Our maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to our guarantees.

While such borrowings of the independents and affiliates are outstanding, we are required to maintain compliance with certain covenants.

Our maximum exposure to loss as a result of our involvement with these independents is generally equal to the total borrowings subject to our guarantees.

While such borrowings of the independents are outstanding, we are required to maintain compliance with certain covenants.

At December 31, 2025, we were in compliance with all such covenants.

At December 31, 2024, the total borrowings of the independents subject to guarantee by us were approximately $ 575 million, a decrease from $ 954 million at December 31, 2023.

At December 31, 2025, the total borrowings of the independents subject to guarantee by us were approximately $ 530 million.

These loans generally mature over periods from one to six years .

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As of December 31, 2025, there are no material guaranteed loans for which the borrower is experiencing financial difficulty and recovery is expected to be provided substantially through the operation or sale of the collateral.

We have recognized certain assets and liabilities amounting to $ 41 million and $ 59 million for the guarantees related to the independents’ and affiliates’ borrowings at December 31, 2024 and 2023, respectively.

We have recognized certain assets and liabilities amounting to $ 32 million and $ 41 million for the guarantees related to the independents’ borrowings at December 31, 2025 and 2024, respectively.

These assets and liabilities are included in other assets and other long-term liabilities in the consolidated balance sheets.

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We provide the Claims Data to a third-party actuarial specialist with expertise in determining the impact of Claim Data on future filing trends and costs.

The actuarial specialist assists us in estimating the costs to resolve pending and future claims.

The actuarial specialist assists us in estimating the number of future claims and costs to resolve pending and future claims.

We use this analysis to develop our estimate of probable liability on a discounted basis, using risk-free interest rates derived from market data about monetary assets with maturities comparable to those of the projected liability.

Developments may occur that could affect our estimate of asbestos-related product liability and actual results may differ under different assumptions or conditions.

These developments include, but are not limited to, significant changes in (i) the key assumptions underlying the estimate, including the number of future claims, the nature and

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mix of those claims, and the average cost of resolving claims (ii) trial and appellate outcomes, (iii) the law and procedure applicable to these claims, and (iv) the financial viability of other codefendants and insurers.

These developments include, but are not limited to, significant changes in (i) the key assumptions underlying the estimate, including the number of future claims, the nature and mix of those claims, and the average cost of resolving claims (ii) trial and appellate outcomes, (iii) the law and

procedure applicable to these claims, and (iv) the financial viability of other codefendants and insurers.

Complaints nearly always assert claims against multiple defendants where the damages alleged are typically not attributed to individual defendants so that a defendant’s share of liability may turn on the law of joint and several liability, which can vary by state.

Our estimate has been impacted by adverse inflation trends, a backlog of claims building up from court closures during the COVID-19 pandemic, and an evolving legal and product liability environment.

As a result of our comprehensive legal review, we increased the liability by $ 57 million in 2024.

As a result of our comprehensive legal review, including our evaluation of recent claim activity trends and our updated actuarial analysis, we increased the liability by $ 107 million in 2025.

This change in estimate resulted from new information related to our estimated number of future claims, the estimated cost of resolving claims, as well as the impacts of discount rate changes.

We have 3,274 pending asbestos lawsuits as of December 31, 2025.

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In February 2024, we approved and initiated a global restructuring initiative designed to better align our assets and further improve the efficiency of the business.

This initiative includes an announced voluntary retirement offer in the U.S., along with a rationalization and optimization of certain distribution centers, stores and other facilities.

This initiative included an announced voluntary retirement offer in the U.S.

in 2024, along with a rationalization and optimization of certain distribution centers, stores and other facilities.

The initiative was approved and funded by our corporate office and therefore these costs are not allocated to our segments.

We expect to substantially complete the initiative by the end of 2025.

For the year ended 2024, we incurred total costs of $ 221 million related to our global restructuring initiative.

The table below summarizes the activity related to these costs for the year ended December 31, 2024.

(in thousands) Year Ended December 31, 2024

Cost of goods sold $ 7,487

Restructuring and other costs 213,520

Total costs $ 221,007

In light of evolving business and market conditions, we are expanding our restructuring initiatives and now expect to incur an additional $ 150 to $ 180 million of costs in 2025 as we complete this initiative.

In total, we expect to incur costs of between $ 370 million and $ 400 million related to our global restructuring initiative in 2024 and 2025.

The estimated charges that we expect to incur are subject to a number of assumptions, and actual amounts may differ materially from such estimates.

We may also incur additional charges not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of these initiatives.

We incurred $ 254 million and $ 221 million in restructuring and other costs for the year ended December 31, 2025 and December 31, 2024, respectively.

The table below summarizes the activity related to the global restructuring initiative.

(in thousands) Severance and other employee costs Other restructuring costs (1)

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Liability as of December 31, 2024 $ 23,830 $ 926 $ 24,756

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Restructuring and other costs 54,543 199,418 253,961

Cash payments ( 61,995 ) ( 173,809 ) ( 235,804 )

Non-cash charges — ( 25,867 ) ( 25,867 )

Translation 1,610 41 1,651

Liability as of December 31, 2025 $ 17,988 $ 709 $ 18,697

(1) Amount reflects professional fees, accelerated rent, facility closure costs, moving expenses and asset impairment costs that are attributable to our restructuring.

Amount excludes a $ 7 million non-cash charge reflected in cost of goods sold for inventory liquidated rather than moved during facility consolidation in connection with the restructuring.

The 2024 amount excludes a $ 7 million non-cash charge reflected in cost of goods sold for inventory liquidated rather than moved during facility consolidation in connection with the restructuring.

In light of evolving business and market conditions, we are expanding our restructuring initiatives and now expect to incur an additional $ 235 million to $ 260 million of costs in 2026 as we complete this initiative.

In total, we expect to incur costs of between $ 710 million and $ 735 million related to our global restructuring initiative in 2024 - 2026.

The estimated charges that we expect to incur are subject to a number of assumptions, and actual amounts may differ materially from such estimates.

We may also incur additional charges not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of these initiatives.

Subsequent Events

A/R Sales Agreement

On January 3, 2025, GPC amended its A/R Sales Agreement to renew the $ 1 billion facility for one year .

The benchmark rate, Bloomberg Short-term Bank Yield Index, was replaced with the Secured Overnight Financing Rate .

On January 2, 2026, GPC amended its A/R Sales Agreement to increase the facility capacity from $ 1 billion to $ 1.25 billion and extended the agreement's maturity through January 8, 2027.

Proposed Separation of Automotive and Industrial Businesses

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

Global Automotive and Global Industrial.

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

Refer to the Summary of Significant Accounting Policies footnote for more information.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE .

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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 8. Financial Statements and Supplementary Data