UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ADVANCE AUTO PARTS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ADVANCE AUTO PARTS, INC.

4200 SIX FORKS ROAD

RALEIGH, NORTH CAROLINA 27609

Notice of 2026 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the "Company")

Logistics

Voting Items

Advance Voting Methods

(Your vote must be received by 11:59 p.m. (EDT) on May 19, 2026, the day before the Annual Meeting)

We invite you to join our Annual Meeting and vote. We urge you, after reading the attached proxy statement (the "Proxy Statement"), to vote your proxy by Internet or telephone by following the instructions on the form of proxy or by signing and returning the enclosed proxy card in the enclosed postage prepaid envelope as promptly as possible. You may vote live at the virtual meeting even if you previously voted by proxy. If you have a disability, we can provide reasonable assistance to help you participate in the meeting upon request.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 20, 2026:
The Notice of 2026 Annual Stockholders' Meeting and Proxy Statement and the 2025 Annual Report on Form 10-K,
are available at www.proxyvote.com.

The Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 1, 2026.

By order of the Board of Directors,

Jeffrey R. Vining

Executive Vice President, General Counsel and Corporate Secretary

Raleigh, North Carolina

April 1, 2026

Proxy Statement Summary

Voting Roadmap

Director Nominees

Director Skills

Stockholder Engagement

We value dialogue with our stockholders and regularly conduct stockholder governance outreach in addition to recurring outreach regarding quarterly results and company performance. Feedback from stockholders is shared with the Board and applicable Committees periodically. Governance outreach discussions with our stockholders are primarily focused on corporate governance, executive compensation and certain business sustainability matters. In addition to our governance outreach and regularly quarterly outreach, we also meet with existing and potential investors to discuss the company's operations and strategy. For further information on our stockholder engagement during 2025, please see "--Compensation Discussion and Analysis."

Corporate Governance Highlights

Executive Compensation Highlights

Our compensation programs continue to center on a pay for performance philosophy. Compensation actions in 2025 were directly aligned with this philosophy to ensure our leadership’s interests are aligned with those of our stockholders. Notably for 2025, our named executive officers did not receive any payout for long-term incentive awards for the third consecutive year. The following table summarizes the compensation elements provided for our Named Executive Officers ("NEOs") in 2025:

(1) Enterprise Comparable Stores Sales represents revenue generated by stores, branches and e-commerce in 2025 relative to the revenue generated by stores, branches and e-commerce in 2024, including locations open for 13 complete accounting periods and excluding sales to independently owned Carquest locations.

2025 Performance Plan Payouts

(1) Did not apply to Mr. O'Kelly during 2025. Mr. O'Kelly's payout was determined solely by reference to the financial objectives and was 97.19%.

For additional information about 2025 results achieved and corresponding plan payouts, please see the discussion beginning on page 16 in Compensation Discussion & Analysis ("CD&A").

Strong Compensation Governance

For a detailed discussion of our executive compensation program, please see CD&A beginning on page 16.

Table of Contents

Note: Unless otherwise indicated in the text, any reference to a year is intended to refer to the Company’s fiscal year of the same date as described in the Company’s 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 13, 2026 (the "2025 Form 10-K").

Proposal No. 1

Election of Directors

At the 2026 annual meeting of stockholders (the "Annual Meeting"), you will vote to elect as directors the ten nominees listed below to serve until our 2027 annual meeting of stockholders or until their respective successors are elected and qualified. Our Board has nominated Carla J. Bailo, John F. Ferraro, Joan M. Hilson, Cynthia T. Jamison, Richard A. Johnson, Eugene I. Lee, Jr., Shane M. O'Kelly, Thomas W. Seboldt, Gregory L. Smith, and A. Brent Windom for election as directors. All of the nominees are current members of our Board. The Board does not have any vacancies. Each nominee has consented to being named in this Proxy Statement as a nominee and has agreed to serve as a director if elected. None of the nominees to our Board has any family relationship with any other nominee or with any of our executive officers.

The persons named as proxies in the accompanying form of proxy have advised us that at the Annual Meeting, unless otherwise directed, they intend to vote the shares covered by the proxies FOR the election of the nominees named above. If one or more of the nominees are unable to serve, or will not serve, the persons named as proxies may vote for the election of any substitute nominees that our Board may propose. The persons named as proxies may not vote for a greater number of persons than the number of nominees named above. Our by-laws provide that a nominee for director in an uncontested election must receive a majority of the votes cast at the Annual Meeting for the election of that director in order to be elected. If a nominee for director who is an incumbent director is not elected and no successor has been elected at the Annual Meeting, the director is expected to tender his or her resignation from the Board contingent on acceptance of such resignation by the Board.

Nominees for Election to Our Board

The following information is provided about our nominees for director effective as of the record date, March 25, 2026 (the "Record Date").

CARLA J. BAILO Independent

President and Chief Executive Officer, ECOS Consulting, LLC

JOHN F. FERRARO Independent

Former Global Chief Operating Officer, Ernst & Young

JOAN M. HILSON Independent

Chief Operating & Financial Officer, Signet Jewelers Ltd.

CYNTHIA T. JAMISON Independent

Chair of the Board, Darden Restaurants, Inc.

RICHARD A. JOHNSON Independent

Former President and Chief Executive Officer, Foot Locker, Inc.

EUGENE I. LEE, JR. Independent (Chair of the Board)

Former Chairman and Chief Executive Officer, Darden Restaurants, Inc.

SHANE M. O'KELLY

President and Chief Executive Officer, Advance Auto Parts, Inc.

THOMAS W. SEBOLDT Independent

President, Seboldt Consulting Services LLC

GREGORY L. SMITH Independent

Chief Supply Chain Officer, Walgreen Co.

A. BRENT WINDOM Independent

President, Windom Consulting LLC

Corporate Governance

Overview

We believe that our strong corporate governance practices reflect our values and support our strategic and financial performance. The compass of our corporate governance practices can be found in our by-laws, our Guidelines on Significant Governance Issues and our Code of Ethics and Business Conduct, which were adopted by our Board to guide our Company, our Board and our employees (“associates”) and are available on our website at ir.advanceautoparts.com under "Governance." Each standing committee of the Board has a charter, available at ir.advanceautoparts.com under "Governance," that spells out the roles and responsibilities assigned to it by the Board. In addition, the Board has established policies and procedures that address matters such as risk oversight, stockholder and interested party communications with the Board, transactions with related persons, insider trading, executive officer succession planning and other matters. For additional information about corporate governance highlights, please see "Proxy Summary - Corporate Governance Highlights."

Board Composition and Refreshment

Our directors possess a breadth of skills and depth of experience relevant to being able to provide effective oversight for the execution of the Company's agenda and creation of long-term value. For additional information about the skills, experiences and characteristics of our Board, please see "Proxy Summary - Director Skills."

We believe the Board benefits from a balance of newer directors, who bring fresh perspectives, and longer serving directors, who have contributed to our strategy over time and have deep understanding of our operations. Our Guidelines on Significant Governance Issues contain a retirement age provision but not a retirement tenure provision. Our Nominating and Corporate Governance Committee considers tenure as one of the many factors in annual director nominations and believes that each of Messrs. Lee and Ferraro, each of whom has exceeded 10 years in tenure with the organization, brings highly valuable perspective and leadership, in part directly attributable to their years of service to the Company. With six new directors having joined the Board in the past three years, the Board also believes that the continuous service of Messrs. Lee and Ferraro has been helpful in enabling newer directors to more quickly understand the Company's strategy and operations and has enhanced the Board's overall effectiveness. Our Board has also recently appointed two new directors, adding further retail operational and executive expertise and corporate governance expertise. We continually assess the composition of the Board to ensure continued alignment with the strategic direction of the Company, and the Board believes that the fresh perspectives and particular skills of its newest directors will be valuable in the oversight of the Company's execution of its strategic goals.

Nominations for Directors

Identifying Director Candidates

The Nominating and Corporate Governance Committee is responsible for leading the search for and evaluating qualified individuals to become nominees for election as directors. The Committee is authorized to retain a search firm to assist in identifying, screening and attracting director candidates. After a director candidate has been identified, the Committee evaluates each candidate for director within the context of the needs of the Board in its composition as a whole. The Committee considers such factors as the candidate’s business experience, skills, independence, judgment, diversity and ability and willingness to commit sufficient time and attention to the activities of the Board. At a minimum, recommended candidates for nomination must possess the highest personal and professional ethics, integrity and values, and commit to representing the long-term interests of our stockholders.

Stockholder Recommendations for Director Candidates, Proxy Access and Universal Proxy Rules

The Nominating and Corporate Governance Committee will consider stockholder suggestions for nominees for directors. Any stockholder who desires to recommend a candidate for director must submit the recommendation in writing and follow the procedures set forth in our by-laws. Our by-laws require that a stockholder’s nomination be received by the corporate secretary not less than 120 days nor more than 150 days prior to the first anniversary of the date of the preceding year’s annual meeting. The notice should include the following information about the proposed nominee: name, age, business and residence addresses,

principal occupation or employment, the number of shares of Company stock owned by the nominee and additional information required by our by-laws as well as any information that may be required by the SEC’s regulations. In addition, the stockholder providing the notice should provide his or her name and address as they appear on our books, the number and type of shares or other equitable interests that are beneficially owned by the stockholder and additional information required by our by-laws. The Committee does not evaluate any candidate for nomination as a director any differently solely because the candidate was recommended by a stockholder. A copy of our by-laws may be obtained by submitting a request to: Advance Auto Parts, Inc., 4200 Six Forks Road, Raleigh, North Carolina 27609, Attention: Corporate Secretary. Our by-laws also are available on our website at ir.advanceautoparts.com under "Governance."

Additionally, our by-laws provide that a stockholder, or group of 20 or fewer stockholders, owning at least three percent of our outstanding shares continuously for at least three years may nominate candidates to serve on the Board and have those candidates included in our annual meeting materials. The maximum number of proxy access candidates that a stockholder or stockholder group may propose as nominees is the greater of (i) two or (ii) 20 percent of the Board. This process is subject to additional eligibility, procedural and disclosure requirements as provided in our by-laws, including the requirements that the nominee must be deemed to be independent under applicable stock exchange listing requirements and that notice of such nominations must be delivered to us neither later than 120 days nor earlier than 150 days prior to the first anniversary of the date on which we mailed the proxy statement for the preceding year’s annual meeting of stockholders.

As specified in our by-laws, if a stockholder intends to comply with the SEC's universal proxy rules and to solicit proxies in support of director nominees other than the Company's nominees, the stockholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act not less than 120 days nor more than 150 days prior to the first anniversary of the date of the preceding year's annual meeting.

Board Independence and Structure

Independence

Our Board reviews each director's independence at least annually with the assistance of the Nominating and Corporate Governance Committee and has determined that each of our directors other than Mr. O'Kelly is “independent” under the listing standards of the New York Stock Exchange (“NYSE”) because each of these individuals:

The Board determined that Mr. O'Kelly is not independent because he is employed as our President and Chief Executive Officer.

In the independence determination, the Board assessed the issue of materiality of any relationship not merely from the standpoint of each director or nominee, but also from that of persons or organizations with which the director or nominee may have an affiliation. Each director is required to keep the Nominating and Corporate Governance Committee fully and promptly informed as to any developments that might affect his or her independence.

Leadership Structure

Our Guidelines on Significant Governance Issues and by-laws allow the Board to combine or separate the roles of the Chair of the Board and the Chief Executive Officer. The Board regularly considers whether to maintain the separation of the roles of Chair and Chief Executive Officer. In the event that the Board chooses to combine these roles, or in the event that the Chair of the Board is not an independent director, our Guidelines on Significant Governance Issues provide for the selection of an independent Lead Director. Mr. Lee currently serves as the independent Chair of the Board. Although the Board believes this structure is appropriate under the present circumstances, the Board has also not adopted a policy on whether the roles of Chairman and Chief Executive Officer should be separated or combined because the Board believes that there is no single best blueprint for structuring Board leadership and that, as circumstances change, the optimal leadership structure may change.

The responsibilities of the independent Chair or independent Lead Director include participating in development of the Board’s agenda, as well as facilitating the discussions and interactions of the Board to ensure that every director's viewpoint is heard and considered. The Chair presides over meetings of the Board and, if independent, also over meetings of the independent directors. When the Chair is not independent, the independent Lead Director is expected to preside over meetings of the independent directors. Where an independent Lead Director exists, he or she also has the responsibility to act as principal liaison among the Chair, the Chief Executive Officer and the full Board.

Committees and Meetings

Our Board met six times during 2025 and received periodic written updates from management throughout the year. Each incumbent director attended 75 percent or more of the total number of meetings of the Board and meetings of the committees of the Board on which he or she served during his or her tenure. Our Guidelines on Significant Governance Issues provide that our directors should attend annual meetings of stockholders, and all of our current directors who were serving at the time attended our 2025 annual meeting of stockholders and were available for questions from our stockholders. In accordance with applicable NYSE

listing requirements, our independent directors hold regular executive sessions at which management, including the Chief Executive Officer, is not present. During 2025, these meetings were presided over by Mr. Lee, our independent Chair of the Board.

We currently have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which consists of entirely of independent directors in accordance with the listing standards of the NYSE and whose members satisfy the applicable board committee qualification requirements of the NYSE and SEC, as well as a Finance Committee, which also consists entirely of independent directors. The following table sets forth the names of each current committee member, the number of times each committee met in 2025 and the primary responsibilities of each committee.

Our Board has adopted written charters for each committee setting forth the roles and responsibilities of each committee. Each of the charters is available on our website at ir.advanceautoparts.com under "Governance."

Board’s Role in Risk Oversight

One of our Board’s responsibilities is the oversight of the enterprise-wide risk management activities of the Company. Risk is inherent in any business, and the Board’s oversight, assessment and decisions regarding risks occur in the context of, and in conjunction with, the other activities of the Board and its committees that are comprised solely of non-management directors. As further described below, the Board, directly and through its committees, regularly engages in risk dialogue with management.

Our management retains primary responsibility for identifying risks and risk controls related to significant business activities and mapping those risks to our long-term strategy. On an annual basis, our management executes a comprehensive risk identification and analysis process and reports and discusses its findings with the Board. In addition to the comprehensive annual review, management provides regular updates to the Audit Committee, or as appropriate, the full Board, on risk exposure and mitigation efforts, as well as discusses any recommendations with respect to risk management.

Each committee of the Board is responsible for oversight of areas of risk related to its delegated responsibilities as follows, and each of the committees regularly reports on its discussions and activities to the Board:

Board Evaluation

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Evaluations are designed to assess the qualifications, attributes, skills and experience represented on the Board and whether the Board, its committees and individual directors are functioning effectively.

Stockholder and Interested Party Communications with our Board

Any interested party, including any stockholder, who desires to communicate with our Board generally or directly with a specific director, one or more of the independent directors, our non-management directors as a group or our Chair of the Board, including on an anonymous or confidential basis, may do so by delivering a written communication to the Board, a specific director, the independent directors, the non-management directors as a group or to our Chair of the Board, c/o Advance Auto Parts, Inc., 4200 Six Forks Road, Raleigh, North Carolina 27609, Attention: General Counsel. The general counsel will not open a communication that is conspicuously marked "Confidential" and is addressed to one or more of our independent directors, our non-management directors as a group or our Chair of the Board and will forward each such communication to the appropriate individual director or group of directors. Such communications will not be disclosed to the non-independent members of our Board or management unless so instructed by the independent or non-management directors.

Code of Ethics and Business Conduct

We expect all of our associates, our officers and our directors, and any parties with whom we do business to conduct themselves in accordance with the highest ethical standards. Accordingly, we have adopted a Code of Ethics and Business Conduct, which outlines our commitment to, and expectations for, honest and ethical conduct by all of these persons and parties in their business dealings. Our Code of Ethics and Business Conduct includes provisions with respect to the human rights standards for our company and those with whom we do business. Our associates, officers and directors are expected to review and acknowledge our Code of Ethics and Business Conduct annually. In addition, our associates and our officers are expected to participate in training on our Code of Ethics and Business Conduct on an annual basis. A complete copy of our Code of Ethics and Business Conduct is available at ir.advanceautoparts.com under "Governance." The Company will disclose within four business days any substantive changes in, or waivers of, the Code of Ethics and Business Conduct granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website rather than by filing a Form 8-K.

Code of Ethics for Finance Professionals

We have also adopted a Code of Ethics for Finance Professionals to promote and provide for ethical conduct by our finance professionals, as well as for full, fair and accurate financial management and reporting. Our finance professionals include our principal executive officer, principal financial officer, principal accounting officer or controller and any other person performing similar functions. We expect all of these finance professionals to act in accordance with the highest standards of professional integrity, to provide full and accurate disclosure in any public communications as well as reports and other documents filed with the SEC and other regulators, to comply with all applicable laws, rules and regulations and to deter wrongdoing. Our Code of Ethics for Finance Professionals is intended to supplement our Code of Ethics and Business Conduct. A complete copy of the Code of Ethics for Finance Professionals is available at ir.advanceautoparts.com under "Governance." The Company will disclose within four business days any substantive changes in, or waivers of, the Code of Ethics for Finance Professionals granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website rather than by filing a Form 8-K.

Insider Trading Policy

Also related to our commitment to, and expectations for, honest and ethical business conduct and compliance with applicable laws, rules and regulations, we have adopted an Insider Trading Policy that governs purchases, sales and other dispositions of our securities, as well as the disclosure of material, nonpublic information about our Company, by our directors, officers and associates that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended 2025.

Related Party Transactions

Pursuant to our Code of Ethics and Business Conduct and the Board’s policy with respect to related party transactions, officers and directors are required to disclose to the Chair of the Nominating and Corporate Governance Committee of the Board or to our general counsel any transaction or relationship that may create an actual or perceived conflict of interest. Pursuant to the Board’s policy, our general counsel’s office reviews such transactions or relationships and advises the Nominating and Corporate Governance Committee in the event that a transaction or relationship is determined to be a related party transaction. The Nominating and Corporate Governance Committee then reviews the transaction in light of the relevant facts and circumstances and makes a determination of whether to approve the transaction. In the case of a transaction involving a director, the Nominating and Corporate Governance Committee would also review the transaction to determine whether it might have an effect on the independence of the director. The Nominating and Corporate Governance Committee reports its conclusions and recommendations to the Board for its consideration.

In addition, our Guidelines on Significant Governance Issues require each director to disclose to the Board (or the Nominating and Corporate Governance Committee) any interest that he or she has in any contract or transaction that is being considered by the Board for approval. After making such a disclosure and responding to any questions the Board may have, the interested director is expected to abstain from voting on the matter and leave the meeting while the remaining directors discuss and vote on such matter.

On an annual basis, each director and executive officer is obligated to complete a questionnaire that requires identification of Related Persons as defined by the Company's Related Persons Policy and requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. The questionnaire is prepared and distributed by our general counsel’s office, and each director and executive officer returns the completed questionnaire to the general counsel’s office for review. Any related party transactions with directors or executive officers that have been identified through the processes described above are disclosed consistent with applicable rules and regulations; there were no such transactions during 2025.

Succession Planning

In light of the critical importance of executive leadership to our success and consistent with our Guidelines on Significant Governance Issues, the Board has adopted a chief executive officer succession planning process that is led by the Nominating and Corporate Governance Committee. The Guidelines on Significant Governance Issues and the Nominating and Corporate Governance Committee Charter provide that the Nominating and Corporate Governance Committee is charged with the responsibility of developing a process for identifying and evaluating candidates to succeed the Chief Executive Officer and to report at least annually to the Board on the status of the succession plan, including issues related to the preparedness for the possibility of an emergency situation involving senior management and assessment of the long-term growth and development of the Chief Executive Officer, and identifying the Chief Executive Officer's successor. The Compensation Committee is charged with overseeing non-CEO succession planning. Our Guidelines on Significant Governance Issues also provide that in the event the Board undertakes to name a successor to the Chief Executive Officer, the independent directors shall name a Succession Committee to identify, assess and make recommendations to the Board regarding candidates for that position.

Director Compensation

Under our director compensation program, each non-management director receives annual compensation consisting of a combination of cash and equity-based compensation. Management directors do not receive any additional compensation for services as a director. Each non-management director receives an annual retainer of $100,000 and additional applicable retainers or fees as set forth in the following paragraph.

Directors who chair Board committees receive additional retainer amounts annually for their committee chair responsibilities. The Audit Committee Chair receives $25,000, the Compensation Committee Chair receives $20,000, the Nominating and Corporate Governance Chair receives $17,500 and the Finance Committee Chair receives $17,500. The independent Board Chair (or the independent Lead Director in the event the Board Chair is not independent) receives an additional $200,000 annual retainer.

Each non-management director may elect to defer or receive all or a portion of his or her retainer amounts in the form of deferred stock units, or DSUs. Each DSU is equivalent to one share of our common stock. Dividends paid by us are credited toward the purchase of additional DSUs and are distributed together with the underlying DSUs. DSUs are payable in the form of common stock to participating directors over a specified period of time as elected by the participating director, or whenever their service with the Company ends, whichever is sooner.

In addition, each non-management director receives equity compensation valued at $165,000 per year as of the date of grant. The equity compensation is awarded annually in the form of DSUs, granted to directors shortly after the date of the annual stockholder meeting, and will be distributed in common shares after the director’s service with the Company ends. Board members who are appointed at any time other than at the annual meeting receive a prorated DSU award with a grant value based upon the number of months from their election date until the next annual stockholder meeting. The annual grant of DSUs may vest pro-rata based upon the number of months the director has served during the current term in the event that a director's service as a member of the Board ends before one year from the date of grant. On May 27, 2025, each non-management director serving at the time received 3,326 DSUs valued at $165,000 on the date of grant.

2025 Director Summary Compensation

Information provided in the following table reflects the compensation delivered to our non-management directors for 2025:

Directors’ Outstanding Equity Awards at 2025 Fiscal-Year End

The following table provides information about the equity awards outstanding as of the end of our last fiscal year for our non- management directors.

Proposal No. 2

Stockholder Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

We encourage you to review the CD&A section of this Proxy Statement and vote to approve the compensation of our named executive officers as disclosed therein and in the accompanying tables and narrative discussion contained in this Proxy Statement. We are providing this opportunity to vote on the compensation of our named executive officers as required by Section 14A of the Securities Exchange Act of 1934. Although your vote is advisory and not binding on our Board, our Compensation Committee or the Board will carefully consider the voting results and take them into consideration when making future decisions regarding executive compensation policies and procedures. We generally hold a say-on-pay vote annually, and it is expected that the next say-on-pay vote will occur at the 2027 annual meeting of stockholders.

Our executive compensation programs have played a key role in our ability to attract and retain a highly experienced, successful team to manage our Company and drive strategic and financial results for our stockholders. We believe our executive compensation programs are well structured to further our business objectives and support our culture. We believe that our compensation programs help further engage our workforce and position us to deliver strong results for our stockholders, our customers and the communities in which we operate.

We believe our executive compensation programs strike the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders. This balance is evidenced by the following:

The Board strongly endorses our executive compensation programs and recommends that our stockholders vote in favor of the following resolution:

"RESOLVED, that the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the "Compensation Discussion and Analysis," compensation tables and narrative discussion contained in this Proxy Statement, is hereby APPROVED."

Compensation Discussion and Analysis

Executive Summary

2025 saw significant progress on our strategic initiatives and a return to profitability. Across our business, we have been returning to the fundamentals of retail. Our strategy focuses on merchandising excellence, supply chain and store operations. During 2025, our merchandising function continued to navigate a highly complex and challenging landscape, improving the key areas of strategic sourcing, assortment and pricing and promotions. Our supply chain function consolidated distribution centers and rolled out new market hubs ahead of our expected timeline and is focusing on improving distribution center productivity and optimizing transportation. Our store operations team launched a new store operating model, focusing on efficient allocation of resources and reducing time to serve, as well as growing professional sales.

The amount of compensation realized by our executives heavily depends on our performance. For 2025, our short-term incentive program measured performance against comparable store sales and adjusted operating income, as well as against individual objectives tied to our strategic plan that accounted for 10% of target earning opportunity. Based on our strong annual results and individual performances, our named executive officers are each receiving payouts of ~97% of target. These results follow short-term incentive payouts of only 10% in 2024 and 0% in 2023 and mark the delivery of meaningful financial progress from execution on the fundamentals of the Company’s strategic plan.

Based on relative Total Shareholder Return performance from 2023 – 2025, performance shares granted in 2023 paid out at 0% and therefore did not vest in March 2026. This marks the third consecutive year of zero payout for our long-term incentive program. While our compensation program aims to provide meaningful long-term incentive opportunity and competitive overall pay to attract and retain talent, ultimately the Company’s performance has not been strong enough compared to peers in recent years to merit a payout under this portion of the program.

The following table highlights the close pay-for-performance alignment of our programs over the past several years. Long-term incentives paid out for the 2020 – 2022 performance period following record performance at the Company, but they have not paid out since. Short-term incentives have been tailored to robust near-term business objectives and appropriately varied with the Company’s performance over the past several years.

Shareholder Support of Executive Compensation Program

We evaluate our pay practices and executive compensation program annually. We value the feedback of our stockholders, and in addition to considering the prior year’s say-on-pay voting results, we proactively engage in outreach with many of our stockholders to solicit their input on a wide range of topics, including executive compensation. We consider any feedback provided by our stockholders, including the prior year’s say-on-pay results and the advice of our compensation consultant with respect to current peer practices, broader market trends and best practices as we determine how to best incentivize and reward executive performance.

At our 2025 Annual Meeting of Shareholders, 82.2% of the votes cast approved our executive compensation program. While still reflecting strong support of the Company’s executive compensation program, the support level was lower than prior years. The Company regularly proactively engages with shareholders on governance and compensation topics. In 2025, the Company reached out to 41% of its shareholders and held such engagement discussions with 37% of its shareholders. These discussions revealed that a significant portion of the decline in say-on-pay support was attributable to perceived underperformance of the Company relative to its most direct competitors, and was not attributable to shareholder objections with the overall design of, or particular attributes of, the executive compensation program. Particularly considering the results of the shareholder engagement conversations, the Compensation Committee considered the outcome of that advisory vote to reflect continued strong approval of the Compensation Committee’s approach to compensation policies and decisions.

2025 Named Executive Officers

This “Compensation Discussion and Analysis” section describes how we compensate our executive officers and specific compensatory decisions and outcomes for 2025. Our named executive officers (or “NEOs”) for 2025 were:

Overview of Executive Compensation Program

We have designed our executive compensation program to accomplish the following:

Our executive compensation program comprises of three principal elements: base pay, short-term incentive compensation (“STI”) and long-term incentive compensation (“LTI”) that support the achievement of these goals.

The following table provides an overview of each element of our executive compensation program.

Components of Compensation

Principles. Base salary is an integral part of our executive compensation program designed to provide a competitive, fixed rate of compensation. Base salary is paid in cash administered based on our regular payroll practices.

Methodology. The key factors considered when determining an executive’s base salary are the scope and complexity of the role, competitiveness with the market, individual contributions to business outcomes and talent retention.

2025 Decisions & Rationale. The table below shows and explains the annual adjustments made to base salaries for our NEOs for 2025. In general, salaries are only adjusted based on needs for market competitiveness, expansion of responsibilities, or, in rare instances, consideration of exceptional performance in role. While the Company does not benchmark executive compensation or its components to any particular level, it would consider placement beyond 20% of the median base salary to be relevant in evaluating competitive positioning. In 2025, the Committee made adjustments to base salary for two executives, as further described below:

Short-Term Incentive Compensation

Principles. We provide opportunity to earn STI to align the achievement of short-term operational objectives of our business to annual compensation and provide competitive overall compensation. We tie performance measures for our STI program closely to key annual targeted deliverables. STI is paid annually in cash based on achievement of the pre-determined metrics.

2025 Design & Methodology. We made modest design changes to our STI program for 2025, including moving from “Operating Income” to “Adjusted Operating Income” as a metric, re-weighting our two financial metrics (to be evenly weighted), and adjusting the payout curves, each as more fully described below.

Overall Program Design. The program consists of two pre-established financial metrics (“Adjusted Operating Income,” weighted at 45%, and “Comparable Store Sales,” weighted at 45%) coupled with an individual performance component (weighted at 10%). Following discussion with F.W. Cook and management, the Compensation Committee determined that Adjusted Operating Income and Comparable Store Sales were the most appropriate measures of achievement of our operational goals for 2025. The change to “Adjusted Operating Income” from “Operating Income” was designed to utilize the measure that management believes more

closely reflects the underlying performance of the business and against which it expects the external market to value its performance. For 2025, both financial metrics were evenly weighted to reflect equal emphasis on sales and profitability. Payout curves were re-designed to provide substantial upside earning potential for performance that exceeded targets, while ensuring rigorous targets and minimal variability around target performance levels.

Our named executive officers who received STI payouts for 2025 had individual performance objectives with respect to the following:

Determination of Targets. In general, we seek to align STI target levels to our targeted annual performance levels. We believe this methodology focuses our team, including our executive officers, on delivering against our annual commitments and directly aligns their short-term, at-risk compensation to the performance of our business objectives. Using the target achievement levels as an anchor, the Compensation Committee then set maximum achievement levels as stretch goals that would require exceptional performance to payout and threshold achievement levels that would still encourage strong execution but would appropriately reflect risks to full achievement of 2025 targets.

In 2025, the Compensation Committee decided to continue using payout curves that would minimize payout variability around the target performance level. It introduced a new maximum payout range of 300% for performance that extraordinarily exceeded targeted results to help further focus and motivate performance. All payout curves required any payout above target to significantly exceed prior year performance. For all metrics, threshold payout required greater than prior year performance (Adjusted Operating Income required a 24% improvement to 2024 performance to achieve threshold payout, and Comparable Store Sales required a 70-basis point improvement to 2024 performance and at least flat growth to achieve threshold payout).

Target STI compensation for each of our NEOs was 85% of base salary, other than for Mr. O’Kelly, who had a target of 150% of his base salary.

2025 Potential v. Actual STI Payouts

Individual Performance Component. Each NEO eligible for 2025 STI payout had pre-determined individual performance objectives that aligned with key business goals for their respective departments for 2025. Except with respect to his own objectives, the CEO evaluated performance against each objective and made a recommendation to the Compensation Committee, who reviewed and approved determination of achievement, based on simplified payout curve of 50% payout for partial achievement, 100% payout for target achievement and 150% payout for above-target achievement. Each of the named executive officers achieved their respective individual performance objectives at target for 2025.

Long-Term Incentive Compensation

Principles. LTI is intended to align the interests of our leadership, including our executive officers, with those of our shareholders. It is an important part of providing competitive overall compensation to our executives, promotes retention and helps balance focus between the shorter-term execution of operational priorities with longer-term objectives.

2025 Design & Methodology. For our 2025 LTI program, we updated the award vehicles and the structure and performance metrics of our PSUs. We removed the inclusion of options as a vehicle, weighting both PSUs and RSUs at 50% of target awards. For 2025 PSU awards, we shifted performance measurement to two more internally focused metrics: fiscal 2027 adjusted earnings per share and three-year average comparable store sales, with a modifier to payout based on rTSR to the S&P Specialty Retail 1500 Index, all as more fully described below.

Overall Program Design. LTI is awarded to executives annually with a three-year performance/vesting period, with the target value awarded divided as shown below and vesting generally subject to continued employment. 50% of our annual LTI awards to executives are issued in PSUs, whose value depends on the Company’s achievement of long-term performance goals as described more fully below.

Determination of Targets. In determining the target performance level for the PSU component of our LTI in 2025, the Compensation Committee determined target payout levels in consideration of the Company’s long-term strategic goals, which contemplate improved comparable store sales performance for each year of the three-year period and strong increase in Adjusted EPS by Fiscal 2027. As with the STI program, the Compensation Committee set threshold targets substantially above current performance levels, designed payout curves to minimize variability around achievement of targets and introduced a new maximum potential payout range of up to 300% for performance that extraordinarily exceeded target levels. The rTSR modifier adjusts payouts down 25% for performance below the 25th percentile of the group and adjusts payout up 25% (up to, but not exceeding the maximum payout level) for performance above the 75th percentile of the group. Performance between the 25th and 75th percentile of the group will result in no modification to payout. Importantly, in the event that absolute total shareholder return is negative for the performance period, no positive modifier will be available, effectively capping payout at the levels determined by three-year average comparable store sales and fiscal 2027 adjusted EPS metrics.

Each executive officers’ annual grant is made at a target value that depends on the scope and complexity of the role, market data and individual contributions to business outcomes. Where a new executive joins the organization, one-time sign-on awards of restricted stock units are made to compensate the incoming executives for forfeited equity from their former employers. The Compensation Committee made the following determinations with respect to target LTI value for our NEOs.

Concurrently with the annual LTI grants for 2025, each of Messrs. Grimsland and Starnes received an additional above-target award of $200,000 to promote retention and incentivize long-term performance. Each executive was relatively new in role at the time of the 2025 annual LTI determinations (16 months for Mr. Grimsland; 9 months for Mr. Starnes). The Committee determined that it was pre-mature to adjust their overall LTI targets but nonetheless critical to ensure pay was sufficiently competitive and incentivizing to promote retention given the paramount importance of continuity in their respective functions to achievement of near-term business objectives. These awards were granted with the same vehicle proportion as the annual LTI grants (50% PSUs, 50% RSUs). The Committee determined to re-visit the market competitiveness of each executive’s LTI target the following year, at which point both would have had additional time in the role, and believed the additional grant of $200,000 would be an effective near-term means of promoting retention and further incentivizing long-term performance.

2025 Potential v. Actual LTI Payout

Our awards to executive officers made in 2023 depended solely on relative total shareholder return against companies in the S&P 500. Our relative TSR for the 2023 – 2025 performance period ranked below the threshold, and therefore no shares vested for the 2023 – 2025 performance period. The following depicts potential v. actual results achieved. Importantly, as noted in the Executive Summary above, this marks the third consecutive year of zero payout for the performance-based component of LTI, which is a significant portion of our executives’ overall target compensation.

Other Compensation and Pay Practices

Employment Agreements

We have employment agreements with each of our named executive officers that outline the terms of their employment with us. Each employment agreement describes the base salary, STI and LTI opportunities of the executive. Other than Mr. O’Kelly, who has an initial three-year term, and Messrs. Grimsland and Starnes, who each have an initial two-year term, each agreement is for a one-year term and automatically renews for successive one-year periods unless 90 days’ advance notice is provided. Our employment agreements include confidentiality, non-competition and non-solicitation obligations for our executive officers. The agreements also outline the compensation to which they are entitled in the event of death, disability, termination by the Company for Due Cause, termination by the Company other than for Due Cause, resignation by the executive for Good Reason, resignation by the executive without Good Reason and termination following a change in control. These terms are more fully described in “—Potential Payments Upon Termination or Change in Control Table.” We believe these various compensatory arrangements in the event of an executive’s severance are important to enabling attraction and retention of key executive talent and promote focus on achievement of long-term strategic objectives.

Other Compensation and Benefit Programs

We offer limited benefits and perquisites to our NEOs that are not available to, or are available on different terms than they are available for, other team members. Executives that were new to the Company received relocation compensation, and each of Messrs. O'Kelly and Word had certain imputed income attributable to spousal travel during the year. For additional details, see “—Summary Compensation Table.” Our executive officers, including our NEOs, may participate in our broadly-offered employee benefit programs, including principally our 401(k) retirement savings plan, which is available to all team members over age 21 and provides a company match on employee deferrals; our deferred compensation plan, which enables all team members who are “highly compensated employees” (as defined in such plan) to defer up to 50% of base salary and 50% of short-term incentive compensation, with settlements in cash; and our deferred stock unit plan, which enables all senior and executive vice presidents to defer up to 50% of base salary, with settlements in company stock. In addition, executive officers and other team members are eligible for certain relocation benefits to facilitate moving to the Company's headquarters. For detailed information about deferrals made by NEOs into our deferred compensation plan and our deferred stock unit plan, see “—Non-Qualified Deferred Compensation for 2025."

Compensation Governance

Roles and Responsibilities

We reduce risks associated with executive compensation by employing strong governance and compensation practices. The Compensation Committee of our Board of Directors, which consists solely of independent directors, designs and oversees our executive compensation program and approves all aspects of compensation for each of our executives. None of our executives, including the CEO, participates in the discussions regarding their respective compensation.

The Compensation Committee receives advice from management and from an independent consultant, F.W. Cook, in performing this work. Our stockholders approve any equity-based plans for our executives, provide feedback on our practices and vote annually on our executive compensation program.

Role of Peer Group and Benchmarking

We use a group of similarly situated peer companies to help us evaluate the competitiveness of our executives’ compensation. On the whole, we aim to provide our executives with total target compensation that approximates the median among our peers, being mindful of the importance of competitiveness of pay and retention of talent. We do not target any particular benchmark level for any aspect of executive compensation but rather seek to provide our executives with compensation that is well-balanced between long-term and short-term components. We also use our peer group to evaluate the market competitiveness of our incentive plans, broader pay practices and non-employee director compensation.

We select approximately 15 to 20 U.S.-based public companies in our and similar industries based on objective criteria, including net revenues (approximately one-third to three times our revenue), number of employees (approximately one-third to three times our employee population), market capitalization (approximately one-fourth to four and a half times our 12-month average market capitalization) and business similarity with respect to products, customers and/or operations, seeking a balanced representation of company size and endeavoring to promote year-over-year continuity where reasonable. We review our peer group annually. For 2025 our peer group consisted of the following:

In August 2025, we reviewed our peer group again and our Compensation Committee, with advice of F.W. Cook, determined to not make any changes to the peer group.

Important Pay Practices

No Single-Trigger Vesting for Change in Control. We do not have any single trigger acceleration arrangement in the event of a change in control for any of our executive officers.

Incentive Compensation Clawback Policy. We maintain a policy that requires repayment of incentive compensation, including, among other types of compensation, short-term incentive cash compensation and performance-based equity awards, received by executives in the event of an accounting restatement in accordance with the listing standards of the New York Stock Exchange.

Stock Ownership Guidelines. To further align the interests of our officers and directors with those of our stockholders, all of our executive officers and directors are required to hold a certain value of our stock. All shares of common stock beneficially owned by the individual, as well as outstanding but unvested time-based restricted stock units, count towards the required thresholds; we do

not consider the value of outstanding but unvested performance-based restricted stock units, vested or unvested stock options or any other type of derivative equity when determining whether an individual satisfies the ownership guidelines.

Individuals have five years following appointment or promotion into a role to meet the applicable ownership guideline, and until such guideline is satisfied, must retain at least 50% of all net equity that vests to them. We review our ownership guidelines at least annually, including each individual’s progress towards attaining the requisite ownership thresholds. All of our executive officers and directors are currently in compliance with our ownership guidelines.

Prohibited Pay Practices. We do not engage in practices that we believe would promote excessive risk taking, and we avoid compensatory programs or practices that we believe do not promote the best interests of our company and its stockholders.

Compensation Committee Report

Our Compensation Committee is comprised entirely of three independent directors who meet independence, experience and other qualification requirements of the NYSE listing standards, and the rules and regulations of the SEC. Mr. Smith is the chair of our Compensation Committee. The Compensation Committee operates under a written charter adopted by the Board. Our charter can be viewed on our website at ir.advanceautoparts.com under the "Governance" section.

We have relied on management’s representation that the CD&A presented in this Proxy Statement has been prepared with integrity and objectivity and in conformity with SEC regulations. We have reviewed and discussed the CD&A with management, and based upon our review and discussion with management, we recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into our 2025 Annual Report on Form 10-K.

THE COMPENSATION COMMITTEE

Gregory L. Smith (Chair)

Richard A. Johnson

A. Brent Windom

Compensation Program Risk Assessment

We assess our executive and broad-based compensation and benefits programs to determine whether the programs' provisions and operation create undesired or unintentional material risk. The risk assessment process includes a review of our compensation program policies and practices, such as our performance-based executive compensation programs and stock ownership guidelines, to ensure that the interests of our executives are aligned with those of our stockholders by encouraging long-term superior performance without encouraging excessive or unnecessary risk-taking. We take into consideration compensation terms and practices, such as performance-based vesting of a substantial portion of our executives' long-term incentive compensation, to drive long-term decision making and mitigate adverse risk taking that may occur due to year-over- year performance measurements, and rewards growth over the long term. We regularly review and audit our bonus plans to ensure short-term incentives are appropriately linked to business outcomes, and such reviews are shared with the Compensation Committee.

Our performance-based executive compensation program, as described more fully in CD&A, coupled with our stock ownership guidelines, aligns the interests of our executives with stockholders by encouraging long-term superior performance without encouraging excessive or unnecessary risk taking. We believe that our long-standing compensation philosophy discussed in CD&A is a key component of our history of consistent growth, which demonstrates an alignment of the interests of participants and stockholders and rewards each with increased value over the long term. As illustrated in CD&A, the compensation of our executives is primarily based on performance over a long-term period. We believe the performance-based vesting of a substantial portion of our executives' long-term incentive compensation drives long-term decision making, mitigates adverse risk taking that may occur due to year-over-year performance measurements, and rewards growth over the long term. The Compensation Committee, with the guidance and assistance of its independent compensation consultant, reviews and approves compensation components for all named executive officers and other executive officers. Annual incentives are reviewed each year and payments are subject to Compensation Committee discretion. The bonus plans for other associates are linked to financial, customer or operating measures. All associates, including officers, and our directors are subject to our Insider Trading Policy, which prohibits hedging existing ownership positions in the Company's securities, short selling the Company's stock, purchasing or selling derivative securities, and, unless certain stringent requirements are met, pledging Company stock.

Clawback Actions

Pursuant to the Company's Compensation Recovery Policy, adopted by the Compensation Committee on August 7, 2023, in the event the Company is required to prepare an accounting restatement, the Company will seek to recover reasonably promptly the amount of incentive compensation received by the Company's executive officers that exceeds the amount of incentive compensation that would have been received by the executive officers taking into account the effects of the accounting restatement. Pursuant to NYSE rules, the Compensation Recovery Policy applies to any compensation received by the Company's executive officers on or after October 2, 2023. During 2025, there were no items that triggered the Compensation Recovery Policy.

Additional Information Regarding Executive Compensation

Summary Compensation Table

The following Summary Compensation Table provides the compensation earned by our named executive officers as of the end of each of the last three completed fiscal years.