Form 4: GPC Executive Chairman Exercises Stock Appreciation Rights

Genuine Parts Co. Executive Chairman Paul D. Donahue exercised stock appreciation rights and sold shares for tax withholding in a pre-planned transaction.

Summary

• Paul D. Donahue, Executive Chairman of Genuine Parts Co. (GPC), engaged in an insider transaction on September 12, 2025.
• Donahue acquired 10,000 shares of Common Stock through the exercise of Stock Appreciation Rights (SARs) at an exercise price of $99.72 per share.
• Concurrently, Donahue disposed of 8,379 shares of Common Stock at a price of $140.92 per share to cover tax obligations related to the SAR exercise.
• Following these transactions, Donahue's direct beneficial ownership of Common Stock in GPC stands at 147,017 shares.
• The Stock Appreciation Rights vested in three equal installments on the first three anniversaries of the grant date of April 1, 2016, and had an expiration date of April 1, 2026.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The exercise of stock appreciation rights and a net increase in direct beneficial ownership, even with tax-related sales, generally reflects a positive sentiment from an insider. The transaction being pre-planned also reduces any speculative negative interpretation.

Positives

• The exercise of 10,000 Stock Appreciation Rights indicates management's realization of value from previously granted equity incentives.
• A net increase of 1,621 shares in direct beneficial ownership (10,000 acquired minus 8,379 disposed for tax) suggests continued, albeit modest, insider confidence.

Negatives

• The disposition of 8,379 shares, even for tax purposes, reduces the direct equity stake held by the Executive Chairman.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The transaction provides transparency into executive compensation and insider holdings. The net increase in shares held by the Executive Chairman could be viewed as a minor positive signal of continued alignment with shareholder interests.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned insider transaction involving the exercise of stock appreciation rights and a subsequent sale of shares for tax purposes. While it shows an executive realizing value from their compensation and a slight net increase in direct holdings, such transactions typically do not provide sufficient new fundamental information to warrant a change in investment recommendation. Investors should consider this in the broader context of the company's financial performance and strategic outlook.

Keywords

GPC, Genuine Parts Co, insider transaction, Form 4, stock appreciation rights, SARs, executive compensation, Paul D. Donahue, equity incentives