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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 45 added, 59 removed, 266 unchanged (28% of the section changed)

11 unchanged sentences

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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

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

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

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.

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

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

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

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

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Stengel, II , age 48, was appointed President and Chief Executive Officer of the company on June 3, 2024.

On January 15, 2026, Mr.

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

Stengel previously served as President and Chief Operating Officer of the company from January 2023, President of the company from January 2021 and Executive Vice President and Chief Transformation Officer of the company from November 2019.

12 unchanged sentences

and an Audit Manager at Ernst & Young LLP.

Jenn Hulett , age 45, was appointed New Executive Vice President, Chief People Officer in August 2024.

Jenn Hulett , age 46, was appointed Executive Vice President, Chief People Officer in August 2024.

Hulett most recently served as Executive Vice President and Chief Human Resources Officer for Dollar Tree, Inc.

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Hulett served as Executive Vice President and Chief Human Resources Officer at Core-Mark from 2020 through 2022 and, prior to 2020, she held various HR roles at Ericsson and General Electric.

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

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

Previously, Mr.

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

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

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

Masse joined GPC in 2011 as Executive Vice President, Heavy Vehicle Parts Division at UAP, Inc.

in Canada and was promoted two years later to Executive Vice President, NAPA.

In 2015, he was named President of UAP.

With over 14 years of progressive experience at GPC, Mr.

Masse is a highly motivated leader with a deep understanding of the automotive aftermarket industry and NAPA business model.

Howe , age 55, was appointed as the President of Motion, the company's Industrial business, effective April 1, 2024.

1 unchanged sentence

Howe played a pivotal role in shaping the corporate trajectory of Motion.

He has more than 30 years of experience in the industrial distribution market.

He has more than 30 years of experience in the industrial parts distribution market.

Howe has held numerous other management roles since he joined Motion in 1993.

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Prior to that, Mr.

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

Galla served as Senior Vice President and General Counsel from 2022 to 2024, Vice President and General Counsel from 2020 to 2022, Vice President and Assistant General Counsel from

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

Galla spent six years in private practice before joining the Company.

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

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

We have adopted a Code of Conduct, which is available on the “Investor Relations” section of our website.

1 unchanged sentence

EXECUTIVE COMPENSATION .

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

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .

Certain information required by this item is set forth below.

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

Certain information required by this item will be set forth below.

Additional information required by this item is set forth in the Proxy Statement and is incorporated herein by reference.

Equity Compensation Plan Information

3 unchanged sentences

1,187,992 (2) $ 95.31 (4) 5,569,501 (5)

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

Equity Compensation Plans Not Approved by Shareholders:

3 unchanged sentences

The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights.

(2) Genuine Parts Company 2006 Long-Term Incentive Plan

(2) Genuine Parts Company 2015 Incentive Plan, as amended.

3 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

Information required by this item is set forth under the headings “Corporate Governance — Independent Directors” and “Transactions with Related Persons” of the Proxy Statement and is incorporated herein by reference.

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES .

Information required by this item is set forth under the heading “Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .

19 unchanged sentences

Exhibit Number Description

Exhibit 2.1 Interest Purchase Agreement, by and among Ruby Holdings II, LLC, as the company, Ruby Topco LLC, as the Seller, Motion Industries, Inc., as the Buyer and Genuine Parts Company, as the Parent, dated as of December 15, 2021 (Incorporated herein by reference from the company's annual report on Form 10-K dated February 17, 2022.)

Exhibit 3.1 Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007.

2 unchanged sentences

(Incorporated herein by reference from the company’s current report on Form 8-K, dated November 19, 2018.)

Exhibit 4.1 Description of Genuine Parts Company common stock.

Exhibit 4.1 Description of Genuine Parts Company common stock (Incorporated herein by reference)

Exhibit 4.2 Specimen Common Stock Certificate.

6 unchanged sentences

Exhibit 4.7 Form of 2.750% Senior Notes due 2032 (included in Exhibit 4.6)

Exhibit 4.8 Form of 2.750% Senior Notes due 2032 (included in Exhibit 4.6)

Exhibit 4.8 Officer’s Certificate, dated November 1, 2023, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 6.500% Senior Notes due 2028 and 6.875% Senior Notes due 2033 (incorporated herein by reference from the company’s current report on Form 8-K dated November 1, 2023)

68 unchanged sentences

(Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 26, 2015.)

Exhibit 10.27* Form of Severance Agreement (Incorporated by reference from Exhibit 10.3 to the company’s current report on Form 8-K dated September 4, 2025.)

Exhibit 10.28 Genuine Parts Company Note Purchase Agreement dated October 30, 2017 by and among Genuine Parts Company, J.P.

8 unchanged sentences

(Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 25, 2019.)

Exhibit 10.33 Form of Award Certificate (Incorporated by reference from Exhibit 10.2 to the company’s current report on Form 8-K dated September 4, 2025.)

Exhibit 10.34* Description of Director Compensation (Incorporated herein by reference from the company's quarterly report on Form 10-Q, dated July 22, 2021).

4 unchanged sentences

Exhibit 10.37* Offer Letter, dated January 21, 2022 (incorporated herein by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated January 25, 2022)

Exhibit 10.36* Separation Agreement and General Release between James R.

Neill and Genuine Parts Company (Incorporated herein by reference from Exhibit 10.1 to the company’s quarterly report on Form 10-Q dated April 18, 2024.)

Exhibit 10.37* Consulting Agreement between James R.

Neill and Genuine Parts Company, executed April 10, 2024 (Incorporated herein by reference from Exhibit 10.2 to the company’s quarterly report on Form 10-Q dated April 18, 2024.)

Exhibit 10.38* Masse Offer Letter, effective as of June 9, 2025 (Incorporated by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated June 9, 2025.)

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

Exhibit 10.40 Amendment No.

5 to the Syndicated Facility Agreement, dated as of March 20, 2025 (Incorporated by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated March 21, 2025.)

Exhibit 10.41 Cooperation Agreement, dated September 4, 2025, by and among Genuine Parts Company, Elliott Investment Management L.P., Elliott Associates, L.P.

and Elliott International, L.P.

(Incorporated by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated September 4, 2025.)

Exhibit 19 Insider Trading Policy for Employees, Contract and/or Temporary Workers, Officers, and Directors of Genuine Parts Company (Incorporated herein by reference from Exhibit 10.35 to the company’s annual report on Form 10-K dated February 22, 2024.)

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February 20, 2026 /s/ William P.

President and Chief Executive Officer

Chair-Elect & Chief Executive Officer

February 20, 2026 /s/ Bert Nappier

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial and

Executive Vice President & Chief Financial Officer

(Duly Authorized Officer & Principal Financial and

Accounting Officer)

3 unchanged sentences

Stengel, II (Date) Bert Nappier (Date)

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

Chair-Elect and Chief Executive Officer Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

Donahue 2/11/2025 /s/ Elizabeth W.

Camp 2/11/2025

Donahue (Date) Elizabeth W.

Executive Chairman Director

/s/ Richard Cox, Jr.

2/11/2025 /s/ Gary P.

Fayard 2/11/2025

Richard Cox, Jr.

(Date) Gary P.

Fayard (Date)

Director Director

Russell Hardin 2/11/2025 /s/ John R.

Holder 2/11/2025

Russell Hardin (Date) John R.

Director Director

Hyland 2/11/2025 /s/ John D.

Johns 2/11/2025

Hyland (Date) John D.

Donahue 2/10/2026 /s/ Matt Carey 2/10/2026

Donahue (Date) Matt Carey (Date)

Non-Executive Chairman Director

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

Court Carruthers (Date) Richard Cox, Jr.

Director Director

/s/ Jean-Jacques Lafont 2/11/2025 /s/ Robert C.

Loudermilk, Jr.

Jean-Jacques Lafont (Date) Robert C.

Loudermilk, Jr.

Russell Hardin 2/10/2026 /s/ Donna W.

Hyland 2/10/2026

Russell Hardin (Date) Donna W.

Director Director

Needham 2/11/2025 /s/ Juliette W.

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

Pryor 2/10/2026

Needham (Date) Juliette W.

Jean-Jacques Lafont (Date) Juliette W.

Director Director

/s/ Darren Rebelez 2/11/2025 /s/ Charles K.

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

Darren Rebelez (Date) Laurie Schupmann (Date)

Director Director

/s/ Charles K.

Stevens, III 2/10/2026

Darren Rebelez (Date) Charles K.

Stevens, III (Date)

Director Director

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 9A. Controls and Procedures