What changed in this filing

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Item 1. Financial Statements

2026-04-21 compared with 2025-10-21 · 155 added, 170 removed, 383 unchanged (46% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) September 30, 2025 December 31, 2024

(in thousands, except share and per share data) March 31, 2026 December 31, 2025

Current assets:

3 unchanged sentences

2,533,850 2,370,939

2,639,775 2,182,856

Merchandise inventories, net 6,127,233 6,071,996

6 unchanged sentences

2,142,689 2,172,140

2,091,463 1,950,760

Operating lease assets 2,069,896 2,084,487

29 unchanged sentences

See accompanying Notes to Condensed Consolidated Financial Statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except per share data) 2026 2025

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Other ( 3,075 ) ( 908 )

Total non-operating expenses (income) 42,600 24,270 117,189 30,960

Total non-operating expenses 40,878 36,308

Income before income taxes 245,393 251,637

4 unchanged sentences

See accompanying Notes to Condensed Consolidated Financial Statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

1 unchanged sentence

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

Foreign currency translation adjustments, net of income taxes in 2025 — $ 2,075 and $ 55,033 ;

2024 — $ 22,679 and $ 11,068

Foreign currency translation adjustments, net of income taxes in 2026 — $ 15,027 ;

2025 — $ 16,766

Pension and postretirement benefit adjustments, net of income taxes in 2025 — $ 1,326 and $ 3,978 ;

2024 — $ 1,062 and $ 3,188

Pension and postretirement benefit adjustments, net of income taxes in 2026 — $ 60 ;

2025 — $ 1,327

( 2,377 ) 3,684

Other comprehensive income (loss), net of income taxes ( 1,699 ) 53,013

1 unchanged sentence

See accompanying Notes to Condensed Consolidated Financial Statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended September 30, 2025

(in thousands, except share and per share data) Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Parent Equity Non-controlling Interests in Subsidiaries Total Equity

July 1, 2025 139,092,221 $ 139,092 $ 205,146 $ ( 1,068,219 ) $ 5,426,894 $ 4,702,913 $ 16,005 $ 4,718,918

Net income — — — — 226,171 226,171 — 226,171

Other comprehensive loss, net of tax — — — ( 11,123 ) — ( 11,123 ) — ( 11,123 )

Cash dividend declared, $ 1.03 per share

— — — — ( 143,271 ) ( 143,271 ) — ( 143,271 )

Shares issued from employee incentive plans 18,278 19 ( 1,081 ) — — ( 1,062 ) — ( 1,062 )

Share-based compensation — — 13,003 — — 13,003 — 13,003

Noncontrolling interest activities — — — — — — 2,491 2,491

September 30, 2025 139,110,499 $ 139,111 $ 217,068 $ ( 1,079,342 ) $ 5,509,794 $ 4,786,631 $ 18,496 $ 4,805,127

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

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Net income — — — — 188,535 188,535 — 188,535

Other comprehensive income, net of tax — — — 182,401 — 182,401 — 182,401

Cash dividend declared, $ 3.09 per share

— — — — ( 429,487 ) ( 429,487 ) — ( 429,487 )

Shares issued from employee incentive plans 330,835 331 ( 16,647 ) — — ( 16,316 ) — ( 16,316 )

Share-based compensation — — 37,183 — — 37,183 — 37,183

Noncontrolling interest activities — — — — — 4,052 4,052

September 30, 2025 139,110,499 $ 139,111 $ 217,068 $ ( 1,079,342 ) $ 5,509,794 $ 4,786,631 $ 18,496 $ 4,805,127

Three Months Ended September 30, 2024

July 1, 2024 139,346,018 $ 139,346 $ 180,527 $ ( 1,035,739 ) $ 5,256,514 $ 4,540,648 $ 15,475 $ 4,556,123

Net income — — — — 226,582 226,582 — 226,582

Other comprehensive income, net of tax — — — 92,887 — 92,887 — 92,887

Other comprehensive loss, net of tax — — — ( 1,699 ) — ( 1,699 ) — ( 1,699 )

Cash dividend declared, $ 1.0625 per share

2 unchanged sentences

Share-based compensation — — 12,168 — — 12,168 — 12,168

Purchase of stock ( 269,646 ) ( 270 ) — — ( 37,230 ) ( 37,500 ) — ( 37,500 )

Noncontrolling interest activities — — — — — — ( 572 ) ( 572 )

September 30, 2024 139,078,065 $ 139,078 $ 193,491 $ ( 942,852 ) $ 5,306,755 $ 4,696,472 $ 13,682 $ 4,710,154

Nine Months Ended September 30, 2024

March 31, 2026 137,624,545 $ 137,625 $ 240,228 $ ( 513,465 ) $ 4,611,029 $ 4,475,417 $ 16,800 $ 4,492,217

Three Months Ended March 31, 2025

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Share-based compensation — — 8,574 — — 8,574 — 8,574

Purchase of stock ( 779,212 ) ( 779 ) — — ( 111,720 ) ( 112,499 ) — ( 112,499 )

Noncontrolling interest activities — — — — — — 186 186

September 30, 2024 139,078,065 $ 139,078 $ 193,491 $ ( 942,852 ) $ 5,306,755 $ 4,696,472 $ 13,682 $ 4,710,154

March 31, 2025 138,788,979 $ 138,789 $ 204,595 $ ( 1,208,730 ) $ 5,315,279 $ 4,449,933 $ 14,630 $ 4,464,563

See accompanying Notes to Condensed Consolidated Financial Statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

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Net income $ 188,535 $ 194,392

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization 131,028 115,435

Share-based compensation 12,168 8,574

Excess tax deficiency (benefits) from share-based compensation 6,226 ( 8,301 )

Excess tax benefits from share-based compensation ( 46 ) ( 182 )

Other operating activities, including changes in operating assets and liabilities ( 267,769 ) ( 359,046 )

Net cash provided by operating activities 510,689 1,096,225

Net cash provided by (used in) operating activities 63,916 ( 40,827 )

Investing activities:

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Acquisitions of businesses ( 13,797 ) ( 74,127 )

Proceeds from divestitures of businesses 6,282 —

Other investing activities ( 2,435 ) 23,335

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Dividends paid ( 141,746 ) ( 134,355 )

Purchases of stock — ( 112,499 )

Other financing activities ( 19,275 ) ( 6,168 )

Net cash provided by (used in) financing activities ( 93,717 ) 124,828

Net cash provided by financing activities 56,713 128,742

Effect of exchange rate changes on cash and cash equivalents ( 4,875 ) 7,359

Net decrease in cash and cash equivalents ( 48,632 ) ( 23,889 )

Net increase (decrease) in cash and cash equivalents 22,844 ( 59,544 )

Cash and cash equivalents at beginning of period 477,179 479,991

1 unchanged sentence

See accompanying Notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Accordingly, the unaudited Condensed Consolidated Financial Statements and related disclosures herein should be read in conjunction with our 2025 Annual Report on Form 10-K.

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 Condensed Consolidated Financial Statements and related footnotes do not reflect the proposed separation.

The preparation of interim financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited Condensed Consolidated Financial Statements.

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These adjustments are of a normal recurring nature.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results for the year ended December 31, 2025.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of results for the year ended December 31, 2026.

We have evaluated subsequent events through the date the unaudited Condensed Consolidated Financial Statements covered by this quarterly report were issued.

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We consider the applicability and impact of all ASUs and any not listed below were assessed and determined to not be applicable or are expected to have an immaterial impact on our Condensed Consolidated Financial Statements.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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 our Annual Report on Form 10-K for the year ended December 31, 2025.

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

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

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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

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periods presented in the financial statements.

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

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 plan to adopt this guidance for our Annual Report on Form 10-K for the year ended December 31, 2025, and we are currently evaluating the impact of adopting this standard on our disclosures.

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

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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) there is a high likelihood the project will be completed and the software will be used to perform the function as intended.

This update provides revised guidance aimed at refining the accounting for costs related to internal-use software.

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 introduces a requirement to disclose capitalized software costs as part of property, plant, and equipment.

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.

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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.

Prepaid Expenses and Other Current Assets

The following table provides a detail of prepaid expenses and other current assets reported within the Condensed Consolidated Balance Sheets as of:

(in thousands) September 30, 2025 December 31, 2024

(in thousands) March 31, 2026 December 31, 2025

Prepaid expenses $ 241,851 $ 150,014

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The following table summarizes the classification and carrying amounts of the derivative instruments and the foreign currency denominated debt, a non-derivative financial instrument, that are designated and qualify as part of hedging relationships (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Instrument Balance Sheet Location Notional Balance Notional Balance

Net investment hedges:

Forward contract Prepaid expenses and other current assets $ 245,960 $ 5,765 $ 1,867,966 $ 85,834

Forward contracts Prepaid expenses and other current assets $ 791,831 $ 15,387 $ 245,960 $ 7,146

Forward contracts Other current liabilities $ 1,087,525 $ 25,696 $ 1,633,396 $ 66,516

Foreign currency debt Long-term debt € 475,000 $ 544,445 € 475,000 $ 558,030

The tables below present gains and losses related to designated net investment hedges:

Gain (Loss) Recognized in AOCL before Reclassifications Gain Recognized in Interest Expense for Excluded Components

(in thousands) 2025 2024 2025 2024

Three Months Ended September 30,

Net investment hedges:

Forward contracts $ 8,163 $ ( 52,429 ) $ 5,939 $ 4,731

Foreign currency debt ( 333 ) ( 31,570 ) —

Total $ 7,830 $ ( 83,999 ) $ 5,939 $ 4,731

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The tables below presents pre-tax gains and losses related to net investment hedges:

Gain (Loss) Recognized in AOCL before Reclassifications Gain Recognized in Interest Expense for Excluded Components

(in thousands) 2026 2025 2026 2025

Nine Months Ended September 30,

Three Months Ended March 31,

Net investment hedges:

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Fair Value of Financial Instruments

As of September 30, 2025, the fair value of our senior unsecured notes was approximately $ 3.8 billion, which are designated as Level 2 in the fair value hierarchy.

As of March 31, 2026 and December 31, 2025, the fair value of our senior unsecured notes was approximately $ 3.7 billion and $ 3.8 billion, respectively, which are designated as Level 2 in the fair value hierarchy.

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

Following the December 2025 settlement of our U.S.

pension plan, we hold a short-term bond fund that is designated to fund future contributions to our U.S.

defined contribution plan.

The bond fund is classified as a noncurrent available-for-sale ("AFS") debt security within other assets in the Condensed Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, the fair value of the AFS debt security was $ 244 million and $ 243 million, respectively.

The difference between fair value and amortized cost at each date is immaterial.

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

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

As of September 30, 2025, we were in compliance with all such covenants.

As of September 30, 2025, the total borrowings of the independents subject to guarantee by us were approximately $ 559 million.

As of March 31, 2026, we were in compliance with all such covenants.

As of March 31, 2026, the total borrowings of the independents subject to guarantee by us were approximately $ 519 million.

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

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To date, we have not had significant losses in connection with guarantees of independents’ borrowings and the current expected credit loss reserve is not material.

As of September 30, 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.

As of September 30, 2025, we have recognized $ 34 million of certain assets and liabilities for the guarantees related to the independents’ borrowings.

As of March 31, 2026, 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.

As of March 31, 2026, we have recognized $ 32 million of certain assets and liabilities for the guarantees related to the independents’ borrowings.

These assets and liabilities are included in other assets and other long-term liabilities in the Condensed Consolidated Balance Sheets.

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Then, if they are participating in the SCF program, our suppliers, at their sole discretion, determine which invoices, if any, they want to sell to the financial institutions.

In turn, we direct payment to the financial institutions, rather than the suppliers, for the invoices sold to the financial institutions.

In turn, we direct payment to the

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financial institutions, rather than the suppliers, for the invoices sold to the financial institutions.

No guarantees are provided by us or any of our subsidiaries on third-party performance under the SCF program;

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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 Condensed Consolidated Statement of Cash Flows.

As of September 30, 2025 and December 31, 2024, the outstanding payment obligations to the financial institutions were $ 3.1 billion and $ 3.4 billion, respectively.

The amount settled through the SCF program was $ 3.2 billion and $ 3.0 billion for the nine months ended September 30, 2025 and September 30, 2024, respectively.

(in thousands) September 30, 2025

As of March 31, 2026 and December 31, 2025, the outstanding payment obligations to the financial institutions were $ 3.2 billion and $ 3.1 billion, respectively.

The amount settled through the SCF program was $ 1.0 billion and $ 1.1 billion for the three months ended March 31, 2026 and March 31, 2025, respectively.

(in thousands) March 31, 2026

Obligations outstanding at the beginning of the period $ 3,142,713

Invoices confirmed during the period 3,016,055

Confirmed invoices paid during the period ( 3,248,797 )

Invoices confirmed during the year 1,028,046

Confirmed invoices paid during the year ( 993,415 )

Confirmed obligations outstanding at the end of the period $ 3,177,344

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We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding.

Certain outstanding options are not included in the diluted earnings per share calculation because their inclusion would have been anti-dilutive.

Certain outstanding stock awards are not included in the diluted earnings per share calculation because their inclusion would have been anti-dilutive.

Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material.

The following table summarizes basic and diluted shares outstanding:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except per share data) 2026 2025

1 unchanged sentence

Weighted average common shares outstanding 137,622 138,783

Dilutive effect of stock options and non-vested restricted stock awards 307 406 298 500

Dilutive effect of stock awards 408 417

Weighted average common shares outstanding – assuming dilution 138,030 139,200

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Diluted earnings per share $ 1.37 $ 1.40

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Segment Information

Automotive Segment

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

Three Months Ended September 30, Nine Months Ended September 30,

North America Automotive Segment

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

Three Months Ended March 31,

(in thousands) 2026 2025

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EBITDA margin (2) 6.6 % 6.5 %

International Automotive Segment

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

Three Months Ended March 31,

(in thousands) 2026 2025

Net sales $ 1,585,516 $ 1,400,107

Cost of goods sold 866,327 760,207

Gross profit 719,189 639,900

Operating expenses 574,344 501,388

EBITDA $ 144,845 $ 138,512

Gross margin (1) 45.4 % 45.7 %

Operating expenses as a percentage of net sales 36.2 % 35.8 %

EBITDA margin (2) 9.1 % 9.9 %

Industrial Segment

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

7 unchanged sentences

EBITDA margin (2) 13.6 % 12.7 %

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(1) Gross margin is gross profit as a percentage of net sales.

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The following table presents a reconciliation from EBITDA to net income:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

Segment EBITDA

Automotive $ 334,704 $ 316,142 $ 958,203 $ 998,687

North America Automotive $ 156,205 $ 146,995

International Automotive 144,845 138,512

Industrial 314,120 278,711

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

1 unchanged sentence

Restructuring and other costs (2) $ ( 57,732 ) $ ( 54,770 )

Separation costs (3) ( 17,539 ) —

Acquisition and integration related costs and other (4) — ( 14,035 )

Total other unallocated costs $ ( 75,271 ) $ ( 68,805 )

(3) Please refer to the Restructuring and Other Costs Footnote in the Notes to Condensed Consolidated Financial Statements for more information.

(2) Refer to the Restructuring and Other Costs Footnote in the Notes to Condensed Consolidated Financial Statements for more information.

(3) Adjustment primarily reflects legal and professional services and executive incentive plan costs related to the planned separation of our Global Automotive and Global Industrial businesses that was announced on February 17, 2026 and is targeted for completion in the first quarter of 2027.

(4) Adjustment primarily reflects lease and other exit costs related to the integration of acquired independent automotive stores.

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The following table presents a summary of our reportable segment total assets, as well as Corporate and other unallocated reconciling items:

As of September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

Automotive $ 11,791,393 $ 10,668,061

North America Automotive $ 6,654,273 $ 6,846,904

International Automotive 3,968,127 4,082,999

Industrial 2,810,722 3,133,547

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Total long-lived assets $ 2,142,689 $ 1,986,807

(5) Corporate is a reconciling category that includes our corporate offices, substantially all financing activities and any other items that are not allocated to the business segments other than goodwill and other intangible assets.

(5) Corporate is a reconciling category that includes our corporate offices, substantially all financing activities and any other items that are not allocated to the business segments.

The following table presents a summary of select financial information by reportable segment, as well as Corporate and other unallocated reconciling items:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

Depreciation and amortization:

Automotive $ 70,943 $ 53,947 $ 188,657 $ 149,776

North America Automotive $ 40,550 $ 32,281

International Automotive 30,573 27,822

Industrial 11,072 9,664

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Capital expenditures:

Automotive $ 76,027 $ 66,064 $ 208,072 $ 212,726

North America Automotive $ 12,803 $ 31,786

International Automotive 44,032 33,348

Industrial 12,072 15,166

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Total net sales $ 6,264,940 $ 5,866,069

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Net sales are disaggregated by geographical region for each of our reportable segments , as we deem this presentation best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors.

The following table presents disaggregated geographical net sales from contracts with customers by reportable segment:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

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subsidiaries to a separate bankruptcy-remote special purpose entity (“SPE”).

The A/R Sales Agreement has a one year term expiring in January 2026.

On January 2, 2026, we amended our 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.

We received a benefit from cash from operations of approximately $ 250 million in the quarter ended March 31, 2026.

We continue to be involved with the receivables transferred by the SPE to the unaffiliated financial institutions by providing collection services.

As cash is collected on sold receivables, the SPE continuously transfers ownership and control of new qualifying receivables to the unaffiliated financial institutions so that the total principal amount outstanding of receivables sold is approximately $ 1.0 billion at any point in time (which is the maximum amount allowed under the A/R Sales Agreement).

The total principal amount outstanding of receivables sold is approximately $ 1.0 billion and $ 1.0 billion as of September 30, 2025 and December 31, 2024, respectively.

The amount of receivables pledged as collateral as of September 30, 2025 and December 31, 2024 is approximately $ 1.6 billion and $ 1.3 billion, respectively.

The following table summarizes the activity under the A/R Sales Agreement for the:

Three Months Ended September 30, Nine Months Ended September 30,

As cash is collected on sold receivables, the SPE continuously transfers ownership and control of new qualifying receivables to the unaffiliated financial institutions so that the total principal amount outstanding of receivables sold does not exceed $ 1.25 billion at any point in time (which is the maximum amount allowed under the A/R Sales Agreement).

The total principal amount outstanding of receivables sold is approximately $ 1.25 billion and $ 1.0 billion as of March 31, 2026 and December 31, 2025, respectively.

The amount of receivables pledged as collateral as of March 31, 2026 and December 31, 2025 is approximately $ 1.5 billion and $ 1.5 billion, respectively.

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

Three Months Ended March 31,

(in thousands) 2026 2025

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Cash collected on sold receivables $ 1,981,071 $ 2,103,255

Continuous cash activity related to the A/R Sales Agreement is reflected in net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

Continuous cash activity related to the A/R Sales Agreement is reflected in net cash provided by (used in) operating activities in the Condensed Consolidated Statements of Cash Flows.

The SPE incurs fees due to the unaffiliated financial institutions related to the accounts receivable sales transactions.

Those fees, which totaled $ 39 million and $ 47 million for the nine months ended September 30, 2025 and 2024, respectively, are recorded within other non-operating expense (income) in the Condensed Consolidated Statements of Income.

Those fees, which totaled $ 12 million and $ 13 million for the three months ended March 31, 2026 and 2025, respectively, are recorded within other non-operating expense (income) in the Condensed Consolidated Statements of Income.

The SPE has a recourse obligation to repurchase from the unaffiliated financial institutions any previously sold receivables that are not collected due to the occurrence of certain events, including credit quality deterioration and customer sales returns.

The reserve recognized for this recourse obligation as of September 30, 2025 and December 31, 2024 is not material.

The reserve recognized for this recourse obligation as of March 31, 2026 and December 31, 2025 is not material.

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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Unsecured Revolving Credit Facility

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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 no outstanding borrowings under the Unsecured Revolving Credit Facility as of September 30, 2025 or December 31, 2024.

We had $ 554 million outstanding borrowings under the Unsecured Revolving Credit Facility as of March 31, 2026 and $ 600 million outstanding as of December 31, 2025.

Commercial Paper Program

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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 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 $ 892 million outstanding under our commercial paper program as of September 30, 2025, presented in Short-term borrowings on the Condensed Consolidated Balance Sheet, and no outstanding borrowings as of December 31, 2024.

The weighted average interest rate of our commercial paper outstanding as of September 30, 2025 was 4.47 %.

In the Condensed 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

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.

We had $ 607 million outstanding under our commercial paper program as of March 31, 2026, presented in short-term borrowings on the Condensed Consolidated Balance Sheet, and $ 343 million outstanding borrowings as of December 31, 2025.

The weighted average interest rate of our commercial paper outstanding as of March 31, 2026 was 4.39 %.

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

At September 30, 2025, we were in compliance with all such covenants.

Employee Benefit Plans

Net periodic benefit income from our pension plans included the following components for our pension benefits:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

Service cost $ 1,590 $ 1,718 $ 4,691 $ 5,156

Interest cost 22,951 25,335 68,711 76,024

Expected return on plan assets ( 29,245 ) ( 44,352 ) ( 87,550 ) ( 133,095 )

Amortization of prior service cost 285 281 855 843

Amortization of actuarial loss 4,618 3,564 13,859 10,698

Net periodic loss (income) $ 199 $ ( 13,454 ) $ 566 $ ( 40,374 )

Service cost is recorded in selling, administrative and other expenses in the Condensed Consolidated Statements of Income while all other components are recorded within other non-operating expense (income).

Pension benefits also include amounts related to supplemental retirement plans.

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

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

To support this transition, during 2024 we adjusted our investment strategy to fully hedge plan obligations, including the purchase of annuity contracts using existing plan assets to fund ongoing obligations prior to termination.

As a result of these changes, income from our expected return on plan assets is significantly reduced in 2025, with the investment strategy focused on minimizing funded

status volatility during the termination process.

The final settlement process, including transferring the management of benefits to an insurance company, will occur by December 31, 2025.

We acquired several businesses for approximately $ 295 million and $ 1.1 billion, which includes certain non-cash consideration and is net of cash acquired, during the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, we recorded approximately $ 156 million of goodwill and other intangible assets associated with these acquisitions.

Other intangible assets acquired of $ 73 million consisted of customer relationships with weighted average amortization lives of 20 years.

During the nine months ended September 30, 2025, we recognized approximately $ 89 million and $ 48 million of revenue related to our current year Automotive and Industrial acquisitions, respectively.

During the nine months ended September 30, 2024, we recorded approximately $ 470 million of goodwill and other intangible assets associated with these acquisitions.

Other intangible assets acquired of $ 200 million consisted of customer relationships and trade names with weighted average amortization lives of 19 years.

As part of our acquisition strategy to own more stores in priority markets, we acquired two of the largest independent owners of NAPA Auto Parts Stores in the U.S., Motor Parts & Equipment Corporation in April 2024 and Walker Automotive Supply, Inc.

in July 2024, for which we recognized approximately $ 100 million of goodwill and other intangible assets.

At March 31, 2026, we were in compliance with all such covenants.

We acquired several businesses for approximately $ 18 million and $ 152 million, which includes certain non-cash consideration and is net of cash acquired, during the three months ended March 31, 2026 and March 31, 2025, respectively.

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 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 recorded approximately $ 6 million of goodwill and other intangible assets associated with these acquisitions, primarily related to a U.S.

acquisition in our industrial segment.

Other intangible assets acquired of $ 2 million consisted of customer relationships with weighted average amortization lives of 20 years.

The results of operations for acquired businesses are included in our Condensed Consolidated Statements of Income beginning on their respective acquisition dates.

Accumulated Other Comprehensive Loss

The following tables present the changes in AOCL by component for the nine months ended September 30:

The following tables present the changes in AOCL by component for the three months ended March 31:

Changes in Accumulated Other

6 unchanged sentences

Other comprehensive income (loss), net of income taxes ( 2,377 ) 678 ( 1,699 )

Ending balance, September 30, 2025 $ ( 569,952 ) $ ( 509,390 ) $ ( 1,079,342 )

Ending balance, March 31, 2026 $ ( 42,270 ) $ ( 471,195 ) $ ( 513,465 )

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Changes in Accumulated Other

6 unchanged sentences

Other comprehensive income (loss), net of income taxes 3,684 49,329 53,013

Ending balance, September 30, 2024 $ ( 509,280 ) $ ( 433,572 ) $ ( 942,852 )

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

Ending balance, March 31, 2025 $ ( 577,316 ) $ ( 631,414 ) $ ( 1,208,730 )

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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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.

3 unchanged sentences

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.

We have 3,000 pending asbestos lawsuits as of September 30, 2025.

The amount accrued for pending and future claims was $ 222 million as of September 30, 2025, which represented our best estimate of the liability within our calculated range of $ 207 million to $ 296 million, discounted using a discount rate of 4.16 %.

We have 3,407 pending asbestos lawsuits as of March 31, 2026.

The amount accrued for pending and future claims was $ 309 million as of March 31, 2026, which represented our best estimate of the liability within our calculated range of $ 249 million to $ 385 million, discounted using a discount rate of 4.30 %.

The amount accrued for pending and future claims was $ 317 million as of December 31, 2025, which represented our best estimate of the liability within our calculated range of $ 258 million to $ 397 million, discounted using a discount rate of 4.18 %.

Our undiscounted product liability was $ 300 million and $ 336 million as of September 30, 2025 and December 31, 2024, respectively.

Our undiscounted product liability was $ 390 million and $ 398 million as of March 31, 2026 and December 31, 2025, respectively.

There have been no significant developments to the information presented in our 2025 Annual Report on Form 10-K with respect to litigation or commitments and contingencies.

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We hold insurance policies that cover some asbestos settlements and defense costs.

Annually, we conduct an insurance exhaustion study to model expected recoveries for pending and future claims, and we adjust the insurance receivable balance to reflect the present value of these recoveries.

Our receivable for estimated insurance recoveries related to pending and future claims was $ 39 million and $ 44 million as of September 30, 2025 and December 31, 2024, respectively.

Our receivable for estimated insurance recoveries related to pending and future claims was $ 36 million and $ 38 million as of March 31, 2026 and December 31, 2025, respectively.

Environmental Liabilities

1 unchanged sentence

Applying this threshold, there are no environmental matters to disclose for this period.

On February 20, 2026, the U.S.

Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act .

The financial impact of this ruling is uncertain, as it is unclear to what extent duties will be refunded by t he U.S.

Customs and Border Protection ("CBP"), what processes will govern such refunds, or if we can collect related accounts receivable.

We are working with the C BP and are continuing to evaluate the impact of these developments on our business and financial statements.

Our exposure as the importer of record represents less than 0.5% of our total purchases.

Accordingly, we have not recorded any adjustments to our financial statements related to potential refunds, as any such amounts would not be material and are not reasonably estimable at this time.

We continue to take steps to manage tariff-related cost pressures;

however, these actions may not fully offset increased costs in future periods.

Restructuring and Other Costs

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 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.

For the nine months ended September 30, 2025, we incurred $ 167 million in restructuring and other costs, compared to $ 161 million in the prior year period.

We expect to incur total costs up to $ 210 million related to the global restructuring efforts in 2025 and to substantially complete the initiative by the end of 2025.

In total, we expect to incur costs of between $ 400 million and $ 430 million related to our global restructuring initiative in 2024 and 2025.

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

The tables below summarize the activity related to the restructuring costs discussed above.

We incurred $ 58 million and $ 55 million in restructuring and other costs for the three months ended March 31, 2026 and March 31, 2025, respectively.

The tables below summarize the activity related to the global restructuring initiative.

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

4 unchanged sentences

Translation ( 262 ) ( 1 ) ( 263 )

Liability as of September 30, 2025 $ 27,745 $ 1,763 $ 29,508

Liability as of March 31, 2026 $ 19,151 $ 568 $ 19,719

(1) Amount includes professional fees, accelerated rent, facility closure costs, moving expenses and asset impairment costs.

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

4 unchanged sentences

Translation 517 41 558

Liability as of September 30, 2024 $ 25,024 $ 1,336 $ 26,360

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

Liability as of March 31, 2025 $ 29,208 $ 792 $ 30,000

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(1) Amount includes professional fees, accelerated rent, facility closure costs, moving expenses and asset impairment costs.

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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-Q

Item 1. Financial Statements