Donahue Paul D 4

What Happened

• Paul D. Donahue, Non-Executive Chairman of Genuine Parts Co. (GPC), exercised/converted stock appreciation rights (SARs) on 2026-02-23. The exercise resulted in 9,730 shares acquired at a reported fair value of $99.72 per share (total ~$970,276).
• To satisfy tax withholding, 8,740 of those shares were withheld/disposed at $118.19 per share (total ~$1,032,981). The filings show the SAR conversion and the withholding—netting to 990 shares retained by Donahue after the transaction.

Key Details

• Transaction date: 2026-02-23; Form 4 filed 2026-02-24 (timely filing).
• Items reported:
  • M (Option/derivative exercise): 9,730 shares @ $99.72 (acquired) — $970,276.
  • F (Payment of exercise price/tax liability): 8,740 shares @ $118.19 (disposed/withheld) — $1,032,981.
  • Conversion entry shows 9,730 shares converted from the derivative instrument.
• Shares owned after transaction: not disclosed in the provided data.
• Footnote: The SAR vested in three equal installments on each of the first three anniversaries of the grant date (April 1, 2016).

Context

• This was an exercise of SARs with shares withheld to cover tax obligations (a common cashless/withholding practice), not an open-market sale signaling a directional trade. The acquisition of shares via exercise is different from a purchase; most shares were used for tax withholding.