GPC 8-K
Genuine Parts Co (GPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Court Carruthers as Chief Executive Officer-Elect of the Company
On September 9, 2026, Genuine Parts Company (the “Company”) announced that Court Carruthers, a current member of the Company’s Board of Directors (the “Board”), has been appointed Chief Executive Officer-Elect of the Company, effective September 8, 2026 (the “Effective Date”), with Mr. Carruthers to assume the role of Chief Executive Officer of the Company, effective as of the consummation of the Company’s planned separation (the “Separation”) of its Global Automotive and Global Industrial businesses into two independent, publicly traded companies (the “Closing”). Will Stengel will continue to serve as Chairman and Chief Executive Officer of the Company until the Closing.
Mr. Carruthers will also continue to serve as a member of the Board.
Mr. Carruthers, age 54, has served as a member of the Board since September 2025. In addition, Mr. Carruthers has served as Vice Chair of TricorBraun, a privately-held global packaging distributor, since May 2025 and, prior to that, served as President and CEO of TricorBraun from October 2017 to May 2025. Mr. Carruthers previously held various executive leadership roles at W.W. Grainger, Inc., including Group President, Americas. Mr. Carruthers has also served on the board of directors of Ryerson Holding Corporation, a global distributor and processor of industrial metals, since August 2015.
In connection with his appointment, the Company and Mr. Carruthers entered into an offer letter, dated August 28, 2026 (the “Offer Letter”). The Offer Letter provides that, while serving as Chief Executive Officer-Elect of the Company, Mr. Carruthers will receive an annual base salary of $1,000,000 and an annual bonus target for 2026 of 150% of his base salary, pro-rated on a one-third basis of the full-year amount. Mr. Carruthers will also receive a 2026 long-term equity incentive grant consisting of a two-thirds pro-rated amount of the full-year target total value of $6,000,000, in a mix of performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“RSUs”). In addition, Mr. Carruthers will receive two sign-on RSU grants, each with a grant date value of $4,000,000, the first to be granted on the Effective Date and the second to be granted on the first anniversary of the Effective Date, each vesting 100% on the third anniversary of the applicable grant date.
Upon assuming the role of Chief Executive Officer of the Company at the Closing, Mr. Carruthers’ annual base salary will increase to $1,200,000, his annual bonus target will remain at 150% of his base salary, and his annual long-term incentive target will increase to a target total value of $7,200,000, in an expected mix of RSUs and PRSUs.
The Company and Mr. Carruthers also entered into a severance agreement (the “Severance Agreement”) and a change in control agreement (the “Change in Control Agreement”), in each case, effective as of the Effective Date. The Severance Agreement and the Change in Control Agreement contain substantially the same terms and conditions as the forms of severance agreement and change in control agreement entered into with the Company’s other executive officers, except that the Severance Agreement includes an additional “Good Reason” trigger in the event that the Separation is not consummated. Neither the Separation nor any transactions contemplated thereby will constitute a triggering event under the Severance Agreement
or the Change in Control Agreement. The foregoing descriptions of the Severance Agreement and the Change in Control Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the form of severance agreement and form of change in control agreement, which were filed as Exhibits 10.26 and 10.27 with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Mr. Carruthers will be eligible for other benefits and perquisites on terms substantially similar to those that apply to other executive officers of the Company, including participation in the Company’s health, welfare and other benefit plans.
There are no family relationships between Mr. Carruthers and any Company director or executive officer, and no arrangements or understandings between Mr. Carruthers and any other person pursuant to which he was selected as an officer. Mr. Carruthers does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Appointment of Bert Nappier as Chief Operating Officer of the Company
On September 9, 2026, the Company announced that Bert Nappier, Executive Vice President and Chief Financial Officer of the Company, has also been appointed to the position of Chief Operating Officer. Accordingly, effective as of September 6, 2026, Mr. Nappier holds the position of Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company.
In connection with his appointment, Mr. Nappier’s base salary was increased to $800,000 and his annual bonus target for 2026 was increased to 100% of his base salary, in each case, pro-rated from the effective date of his appointment. The target total value of Mr. Nappier’s 2027 long-term equity incentive grant was also set as $2,500,000.
Appointment of James Howe as Chief Operating Officer of Motion
On September 9, 2026, the Company announced that James Howe, President of Motion, has also been appointed to the position of Chief Operating Officer of Motion. Accordingly, effective as of September 6, 2026, Mr. Howe holds the position of President and Chief Operating Officer of Motion.
In connection with his appointment, Mr. Howe’s base salary was increased to $750,000 and his annual bonus target for 2026 was increased to 100% of his base salary, in each case, pro-rated from the effective date of his appointment. The target total value of Mr. Howe’s 2027 long-term equity incentive grant was also set as $2,300,000.
| Item 7.01 | Regulation FD Disclosure. |
On September 9, 2026, the Company issued a press release announcing key leadership roles in connection with the Separation. In addition, the Company announced that both Global Automotive and Global Industrial will host separate investor days on December 8, 2026 and December 9, 2026, respectively. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K that are not historical facts constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “project,” “continue,” “positioned,” “forecast,” “outlook,” and other similar expressions. While the Company believes expectations for the future are reasonable in view of currently available information, these forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from those contained in the forward-looking statements. These risks and uncertainties include factors such as (a) uncertainties as to the timing of the Separation and whether it will be completed; (b) the possibility that various closing conditions for the Separation may not be satisfied; (c) failure of the Separation to qualify for the expected tax treatment; (d) the risk that GPC and Motion will not be separated successfully or such separation may be more difficult, time-consuming and/or costly than expected; (e) the possibility that the strategic, operational and financial opportunities from the Separation may not be achieved; and (f) the other risks, uncertainties and other factors discussed under “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Statements in this Current Report on Form 8-K that are “forward-looking” include, without limitation, statements regarding the planned Separation, the anticipated leadership transitions in connection therewith and the planned investor days. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no duty to update any forward-looking statements except as required by law. You are advised, however, to review any further disclosures on related subjects in the Company’s subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1* | Offer Letter, dated August 28, 2026 | |
| 99.1 | Press Release, dated September 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Indicates management contracts and compensatory plans and arrangements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Genuine Parts Company | ||||||
| Date: September 9, 2026 | By: | /s/ Bert Nappier | ||||
| Name: Bert Nappier | ||||||
| Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||||||
Exhibit 10.1
GENUINE PARTS COMPANY
2999 WILDWOOD PARKWAY SE
ATLANTA GA 30339
August 28, 2026
Court Carruthers
Email: *****
Dear Court,
It is with pleasure that, on behalf of Genuine Parts Company (GPC), I extend an offer of employment to you for the position of Chief Executive Officer-Elect (CEO-Elect) of GPC’s Automotive business (Automotive). We anticipate that your starting date of employment will be September 8, 2026 (Effective Date).
As you know, GPC is expected to conduct a spin-off of its Industrial business (Industrial) during the first quarter of 2027 (the actual spin-off date, if applicable, the Separation Date). At the Separation Date, you will be appointed the Chief Executive Officer of Automotive (Automotive CEO), reporting to the Board of Directors for Automotive (Automotive Board). Your employment with GPC (and ultimately the Automotive business) shall be subject to the terms and conditions of this letter.
CEO-Elect Compensation
Your cash compensation as CEO-Elect will include a base salary of $1,000,000. You will be paid semi-monthly on the 15th and the last business day of each month.
You will also be eligible to participate in GPC’s annual incentive plan for 2026. Your target bonus for 2026 will be 150% of your annualized base salary. The criteria pursuant to which your bonus will be paid will be consistent with the criteria previously approved by the GPC Compensation and Human Capital Committee for GPC’s executive officers for the 2026 fiscal year. Any payout earned for 2026 will be a pro-rated amount equal to 4/12ths of the full-year amount. To receive a bonus payout, you must be employed with GPC as of the bonus payment date. Additional details about your bonus opportunity, including a specific bonus payment schedule, will be provided to you after you begin employment as CEO-Elect.
GPC also grants long-term equity-based incentive compensation annually to its executive officers. Typically, this award is in the form of Performance Restricted Stock Units (PRSUs) and Restricted Stock Units (RSUs). In connection with your appointment as CEO-Elect, and subject to approval by the GPC Compensation and Human Capital Committee, you will be eligible to receive a grant for 2026. The 2026 grant will be a prorated (8/12ths) amount of the intended full-year target, total value grant of $6,000,000 you would have received in May 2026 if you were CEO-Elect at that time. The mix and terms (including vesting dates) of the 2026 grant shall be the same as the mix and terms of the May 2026 long-term equity-based incentive grants made to GPC’s executive officers.
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All outstanding PRSUs and RSUs as of the Separation Date will be converted to awards of equivalent value in the Automotive business following the Separation Date.
On the Effective Date, GPC and you will enter into a Severance Agreement and a Change in Control Agreement, in each case, in substantially the forms previously provided to you.
On the 61st day of employment, you will be eligible for GPC’s benefits package that includes 401K, Medical and Dental plans, Short-Term Disability, Life and AD&D Insurance. You will be eligible for two personal days, one floating holiday and four weeks of paid vacation. Vacation, personal days and the floating holiday are awarded at the beginning of every calendar year according to company policy. GPC also grants eight paid national holidays per year. For the remainder of 2026, you will be entitled to one personal day, a prorated amount of paid vacation days and applicable national holidays.
In addition, GPC offers two nonqualified benefit plans to provide retirement income and tax diversification options.
GPC officers are eligible for the GPC Defined Contribution Supplemental Retirement Plan (DC SRP) beginning during the month of January following one calendar year of employment. The DC SRP includes company contributions only and is not subject to IRS compensation limits. GPC will contribute 15% of your total compensation (including deferred compensation and annual bonuses) to your account, and you will vest in your DC SRP benefit two years after you become a participant in the Plan. The DC SRP provides you with the flexibility to choose from a diverse menu of investment fund options to manage the account.
The Tax Deferred Savings Plan (TDSP) is an opportunity for tax diversification under which you may elect to defer all or a portion of your base salary and/or annual bonus without regard to qualified retirement plan limits. By deferring receipt of salary or bonus, you also defer paying federal income taxes (deferrals are still subject to FICA taxes). Savings in the TDSP grow tax-deferred and you have the flexibility to choose from a variety of mutual funds and payment options in order to take advantage of the TDSP.
Automotive CEO Compensation
Effective upon your appointment to CEO, your cash compensation will include a base salary of $1,200,000. You will be paid semi-monthly on the 15th and the last business day of each month.
You will remain to participate in Automotive’s annual incentive plan following the Separation Date. Your target bonus will be 150% of your annualized base salary. The criteria for a bonus under Automotive’s annual incentive plan will be established by the Automotive Compensation Committee and will be coordinated with any in-cycle performance period under GPC’s annual incentive plan so that you receive full credit, but not duplicative benefits, for service both before and after the Separation Date.
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Subject to the approval of the Automotive Compensation Committee, it is the expectation that you will be granted a long-term incentive plan award with a target total value of $7,200,000 (or such amount as the Automotive Compensation Committee may determine) annually, beginning May 2027. We currently expect the approximate mix of long-term incentives to be 60% PRSUs and 40% RSUs. We anticipate that the 2027 grant cycle for both GPC and Automotive will be coordinated such that you receive all regularly scheduled long-term incentive grants but no duplicative grants. In the event the Separation Date has not occurred prior to the May 2027 grant date, your May 2027 grant is expected to have a target total value of not less than $6,000,000, subject to approval by the GPC Compensation and Human Capital Committee. If necessary, a top-up grant may be made following the Separation Date such that the aggregate target total value of long-term equity-based incentive plan awards you receive for 2027 is not less than $7,200,000, subject to the approval of the Automotive Compensation Committee in all respects.
The mix and terms of your annual long-term equity-based incentive awards will be the same as the mix and terms of the annual awards made by Automotive to its other executive officers; provided, that termination of continuous service after age 55 and completion of five years of continuous service as an employee for any reason other than termination by Automotive for cause will qualify you for the most favorable retirement or similar treatment under any such awards. For purposes of all RSUs, PRSUs or other long-term, equity-based compensation you receive, continuous service includes only your service as an employee.
You will remain eligible for the employee benefits (including nonqualified retirement plan benefits) provided to executive officers of Automotive following the Separation Date, which are expected to be comparable to those provided by GPC.
Replacement Awards
In consideration of compensation you will be foregoing from other engagements by commencing employment as CEO-Elect, you will receive two grants of RSUs, each with a grant date value of $4,000,000 (Sign-On RSUs). The first grant of Sign-On RSUs will be made on the Effective Date and the second grant will be made on the first anniversary of the Effective Date. Each grant of Sign-On RSUs will vest 100% on the third anniversary of the grant date, subject, except as provided below, to your continuous service through the applicable vesting date. In the event your continuous service terminates prior to the applicable vesting date due to your death, disability, termination by GPC or Automotive without cause or your resignation for good reason, the Sign-on RSUs will vest 100% on the date of such termination. If such termination occurs before the second grant of Sign-On RSUs has been made, you will be entitled to a lump sum cash payment of $4,000,000 in lieu of receiving the second grant of Sign-On RSUs.
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Board Service
You will continue to serve as a member of the board of directors of GPC following the Effective Date and of Automotive after the Separation Date. Your cash retainer and annual director-based equity awards will cease as of the Effective Date and your previously-granted director-based equity awards will continue to be governed by the applicable agreements.
Miscellaneous
This offer is contingent upon a successful completion of a pre-employment drug and alcohol screening test and approval by the GPC Board of Directors.
Additionally, as a condition of your employment, you are required to abide by GPC’s corporate governance and compliance policies applicable to executive officers, as adopted or amended from time to time.
You will be provided with more detailed information as we approach the Effective Date.
GPC will pay or reimburse reasonable legal fees you incur in connection with review and negotiation of this letter and the agreements referred to herein but such reimbursement shall not exceed $30,000.
Court, we look forward to working with you and know that you will find your employment with us a rewarding experience. Please indicate your acceptance of this offer by signing this letter and returning it to Jenn Hulett, Chief People Officer, GPC.
If you have questions, please do not hesitate to contact me.
| Best regards, |
| /s/ William P. Stengel |
| William P. Stengel |
| Chairman and CEO |
| Genuine Parts Company |
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I hereby accept the GPC offer of job assignment as described in this letter. I understand that my acceptance of this offer does not constitute an employment contract and that my employment with GPC may be terminated, either by my employer or by me at any time, for any reason, with or without notice subject to the terms of this letter and the agreements referred to herein.
| /s/ Court Carruthers Court Carruthers |
Date: August 28, 2026 |
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Exhibit 99.1
Press Release
Genuine Parts Company Names Leadership Teams and Board Leadership for Automotive and Industrial Businesses
Schedules December Investor Days to Highlight GPC and Motion Growth and Value Creation Initiatives
Separation Remains on Track for Completion in First Quarter 2027
ATLANTA, September 9, 2026 – Genuine Parts Company (NYSE: GPC), a leading global service provider of automotive and industrial replacement parts and value-added solutions, today announced future leadership teams and Board leadership for its Automotive and Industrial businesses as it advances its planned separation into two independent, publicly traded companies.
Upon completion of the separation, the company’s Automotive business will operate as Genuine Parts Company (“GPC”), and its Industrial business will operate as Motion.
| • | Court Carruthers, a current GPC Board member, has been appointed Chief Executive Officer-elect of GPC, effective immediately, and will assume the role of Chief Executive Officer upon completion of the separation, which is targeted for the first quarter of 2027. |
| • | Jean-Jacques Lafont, a current GPC Board member and Co-founder of GPC’s European operations, has been appointed Non-Executive Chairman of GPC upon completion of the separation, bringing deep automotive aftermarket and independent-owner experience, global business expertise and a proven track record of organic and inorganic growth. |
| • | Will Stengel, current Chairman and Chief Executive Officer of GPC, will join Motion as Chairman and Chief Executive Officer upon completion of the separation. |
“The Board undertook a thoughtful and deliberate process to identify the right leaders for GPC and Motion’s next chapters,” said Russ Hardin, Lead Director of Genuine Parts Company. “We have great confidence in Will Stengel and Court Carruthers and believe their leadership and relevant expertise, supported by strong management teams and Board leadership, positions both companies to pursue their distinct strategies, accelerate growth and create long-term shareholder value.”
Court Carruthers Appointed Chief Executive Officer-elect of Genuine Parts Company
Carruthers is a current member of the GPC Board of Directors and brings extensive operating and executive leadership experience in business-to-business distribution.
Most recently, Carruthers served as Chief Executive Officer of TricorBraun, a global packaging distribution leader with 110 locations across North America, Europe and Australasia. During his tenure, revenue and EBITDA tripled while the company significantly expanded its global footprint. Previously, he spent 13 years at W.W. Grainger in various global leadership roles, most recently as Group President, Americas, where he led a $9 billion distribution business across North and South America. Over his career, Carruthers has completed more than 100 acquisitions and brings deep experience in commercial growth, supply chain optimization, digital transformation and international expansion.
Carruthers also brings earlier experience in the automotive aftermarket and independent-owner model through Grainger’s former automotive joint venture in Canada. He has significant M&A, capital markets and public company governance expertise, including board service with US Foods, Ryerson Holding Corp., Foundation Building Materials and Dollarama. Carruthers holds a Doctor of Business Administration from Pepperdine University and is a CPA (Canada).
GPC Leadership Team and Board of Directors
The company also announced that Bert Nappier, currently Executive Vice President and Chief Financial Officer, will serve as Executive Vice President, Chief Financial and Operating Officer of GPC, effective immediately.
The GPC leadership team, upon the separation, will include the following individuals:
| • | Court Carruthers, Chief Executive Officer-elect |
| • | Bert Nappier, Executive Vice President and Chief Financial and Operating Officer |
| • | Jenn Hulett, Executive Vice President and Chief People Officer |
| • | Chris Galla, Senior Vice President and General Counsel and Corporate Secretary |
| • | Alain Masse, President, North America Automotive |
| • | Franck Baduel, CEO European Automotive |
| • | Rob Cameron, Managing Director and Group CEO, Australasia |
Upon the separation, the GPC Board leadership will include:
| • | Jean-Jacques Lafont, Co-founder of GPC’s European business, as Non-Executive Chairman |
| • | Court Carruthers, Chief Executive Officer |
Will Stengel Appointed Chairman and Chief Executive Officer of Motion
Stengel currently serves as Chairman and Chief Executive Officer of Genuine Parts Company and will join Motion as Chairman and Chief Executive Officer as it establishes itself as a standalone public company. He has served as a member of the GPC Board of Directors and as the company’s Chief Executive Officer since June 2024.
Stengel joined GPC in 2019 as Executive Vice President and Chief Transformation Officer, bringing nearly two decades of leadership and business-to-business distribution experience. He previously served as President of GPC from 2021 to 2023 and as President and Chief Operating Officer beginning in 2023. Prior to joining GPC, Stengel held numerous executive leadership roles at HD Supply, a diversified industrial distributor, including during its transition from a private to public company. Stengel also held strategy and M&A roles at The Home Depot and in investment banking.
James Howe Appointed President and Chief Operating Officer of Motion
Howe will continue to lead Motion’s day-to-day operations and strategy in an elevated role as President and Chief Operating Officer, effective immediately. Prior to being named President of Motion in 2024, Howe served as Motion’s Chief Commercial Officer and Chief Technology Officer. He has more than 30 years of experience at Motion, having held numerous field leadership roles before moving to the corporate office in 2019.
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Howard Yu Appointed Executive Vice President and Chief Financial Officer of Motion
Yu will join Motion as Executive Vice President and Chief Financial Officer, bringing extensive finance, capital markets and public company experience as Motion prepares to launch as an independent public company.
Yu most recently served as Executive Vice President and Chief Financial Officer of Ball Corporation. Previously, he served as Chief Financial Officer of Envista Holdings, a publicly traded global company and spin-off from Danaher Corporation, and helped lead its separation and initial public offering in 2019. Over his 22-year career with Danaher and Envista, Yu served as Chief Financial Officer for multiple global divisions across Asia, Europe and Latin America and led successful M&A, allocated capital and built operational finance processes to enable shareholder value creation.
Yu began his career as a Senior Auditor at Deloitte & Touche and later held finance leadership roles at Hewlett-Packard, Conexant and Beckman Coulter.
Motion Leadership Team and Board of Directors
Kevin Stone, currently Senior Vice President, IT and Procurement, will serve as Executive Vice President, Chief Information Officer, and Billy Hamilton, currently Senior Vice President, People, will serve as Executive Vice President, Chief Human Resources Officer of Motion, effective immediately.
The Motion leadership team will include the following individuals:
| • | Will Stengel, Chairman and Chief Executive Officer |
| • | James Howe, President and Chief Operating Officer |
| • | Howard Yu, Executive Vice President and Chief Financial Officer |
| • | Kevin Stone, Executive Vice President and Chief Information Officer |
| • | Billy Hamilton, Executive Vice President and Chief Human Resources Officer |
The GPC Board is in active discussions with Motion director candidates that will bring relevant and complementary experience and will be announced at the appropriate time, effective upon the separation.
Investor Days
GPC and Motion will host separate investor days in New York City, with GPC’s Investor Day scheduled for December 8, 2026, and Motion’s Investor Day scheduled for December 9, 2026.
Members of each company’s leadership team will provide details on their respective businesses and outline their go-forward strategies for growth, focused investment and long-term value creation initiatives. Additional information, including webcast and registration details, will be provided in the coming weeks.
Advancing Toward Separation
As previously announced, the separation is expected to be completed in the first quarter of 2027, subject to customary conditions, including final approval by GPC’s Board of Directors and the effectiveness of a Form 10 registration statement filed with the U.S. Securities and Exchange Commission.
About Genuine Parts Company
Established in 1928, Genuine Parts Company is a leading global service provider of automotive and industrial replacement parts and value-added solutions. Our Automotive Parts Group operates across North America, Europe and Australasia, while our Industrial Parts Group serves customers across North America and Australasia. We keep the world moving with a vast network of over 10,800 locations spanning 17 countries supported by more than 65,000 teammates. Learn more at genpt.com.
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Forward-Looking Statements
Certain statements in this press release that are not historical facts constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “project,” “continue,” “positioned,” “forecast,” “outlook,” and other similar expressions. While the Company believes expectations for the future are reasonable in view of currently available information, these forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from those contained in the forward-looking statements. These risks and uncertainties include factors such as (a) uncertainties as to the timing of the separation and whether it will be completed; (b) the possibility that various closing conditions for the separation may not be satisfied; (c) failure of the separation to qualify for the expected tax treatment; (d) the risk that GPC and Motion will not be separated successfully or such separation may be more difficult, time-consuming and/or costly than expected; (e) the possibility that the strategic, operational and financial opportunities from the separation may not be achieved; and (f) the other risks, uncertainties and other factors discussed under “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Statements in this press release that are “forward-looking” include, without limitation, statements regarding the planned separation of GPC’s Global Automotive and Global Industrial businesses, including the expected timing and anticipated benefits of the separation, the planned leadership teams, management appointments and boards of directors of GPC and Motion following the separation, the expected appointment of additional directors to the boards of GPC and Motion, the planned investor days for GPC and Motion and the go-forward strategies and future performance of GPC and Motion if the separation is completed. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no duty to update any forward-looking statements except as required by law. You are advised, however, to review any further disclosures on related subjects in the Company’s subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the Securities and Exchange Commission.
Contacts
| Investor Contact: | Media Contact: | |
| Timothy Walsh (678) 934-5349 | Heather Ross (678) 934-5220 | |
| Vice President - Investor Relations | Vice President - Global Strategic Communications | |
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