Form 4: Advance Auto Parts Executive Withholds Shares for Tax on RSU Vesting

Advance Auto Parts EVP and Chief Merchant, Bruce Starnes, disposed of 1,984 shares of common stock valued at $46.5 per share to cover tax obligations upon the vesting of restricted stock units.

Summary

• Bruce Starnes, EVP, Chief Merchant of Advance Auto Parts Inc. (AAP), reported a transaction on June 27, 2025.
• The transaction involved the disposition of 1,984 shares of common stock.
• These shares were withheld to satisfy tax liabilities upon the vesting of time-based restricted stock units (RSUs).
• The shares were valued at $46.5 per share for the purpose of tax withholding.
• Following this transaction, Bruce Starnes beneficially owns 36,101 shares of Advance Auto Parts common stock.
• The RSUs were granted on June 27, 2024, and are set to vest in three equal annual installments, with the first installment occurring on the one-year anniversary of the grant date (June 27, 2025).

Sentiment

Score: 6

Explanation: The transaction is neutral to slightly positive as it indicates the vesting of executive equity compensation, a normal and expected event. The disposition is solely for tax purposes, not a discretionary sale.

Positives

• The transaction indicates the vesting of restricted stock units, which represents a positive compensation event for the executive.
• The executive continues to hold a significant number of shares (36,101) after the tax withholding, indicating continued alignment with shareholder interests.

Negatives

• The disposition of shares, even for tax purposes, reduces the executive's direct ownership slightly.

Future Outlook

No forward-looking statements or guidance are provided.

Industry Context

This is a routine insider transaction related to executive compensation and does not directly reflect broader industry trends or competitive dynamics. It is a standard mechanism for executives to cover tax liabilities upon the vesting of equity awards.

Comparison to Industry Standards

• The withholding of shares for tax purposes upon RSU vesting is a common and standard practice across publicly traded companies, particularly in the retail and automotive parts sectors. There are no specific comparable companies or projects mentioned in this filing to provide a detailed comparison beyond the general practice.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine tax-related transaction, but it confirms executive equity vesting, which can be seen as a positive for executive retention and alignment.
• Employees: No direct impact mentioned.

Next Steps

• Future annual installments of the restricted stock units are expected to vest on the second and third anniversaries of the June 27, 2024 grant date.

Key Dates

Recommendation

Keywords

Advance Auto Parts, AAP, Bruce Starnes, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Executive Compensation, Common Stock