OKelly Shane M 4

What Happened

• Shane M. O'Kelly, President & CEO and a director of Advance Auto Parts (AAP), was granted 61,685 restricted stock units (RSUs) on February 17, 2026. The grant is reported at a per-share value of $56.74, for a total reported value of $3,500,007. This was an award/grant transaction (code A), not an open-market buy or sale.

Key Details

• Transaction date and price: 2026-02-17 at $56.74 per share (total $3,500,007).
• Shares reported acquired: 61,685 RSUs.
• Shares owned after transaction: Not disclosed on this Form 4.
• Transaction code: A (award/grant).
• Filing timeliness: Form 4 filed 2026-02-19 (appears timely — within the usual two-business-day filing window).
• Footnote (important): The award consists of two components (50% time-based RSUs and 50% performance-based RSUs). Time-based RSUs vest in three roughly equal annual installments beginning one year after the grant. Performance RSUs may vest on the third anniversary if pre-set financial targets are met and certified by the Compensation Committee; above-target vesting is possible for exceptional performance.

Context

• This is a grant of RSUs tied to employment and performance, not a cash purchase or sale, so it reflects executive compensation rather than direct market timing. Performance-based shares depend on future company results and committee certification, so actual shares vesting could differ from the grant amount.