Form S-3ASR ADVANCE AUTO PARTS INC

As filed with the Securities and Exchange Commission on July 13, 2026

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

4200 Six Forks Road, Raleigh, North Carolina 27609

(540) 362-4911

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey R. Vining

Advance Auto Parts, Inc.

4200 Six Forks Road

Raleigh, North Carolina 27609

(Name and address, including zip code of agent for service)

(540) 362-4911

(Telephone Number, including area code, of agent for service)

With a copy to:

John Beckman

Hogan Lovells Cadwalader US LLP

555 Thirteenth Street, N.W.

Washington, DC 20002

(202) 637-5600

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period of complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TABLE OF ADDITIONAL REGISTRANTS

PROSPECTUS

ADVANCE AUTO PARTS, INC.

Debt Securities

Guarantees of Debt Securities

Common Stock

Preferred Stock

Depositary Shares

Warrants

Stock Purchase Contracts

Units

Advance Auto Parts, Inc. may offer and sell debt securities, common stock, preferred stock, depositary shares, warrants or stock purchase contracts, as well as units that include any of these securities from time to time in amounts, at prices and on terms that we will determine at the time of one or more offerings. The debt securities, preferred stock, warrants and purchase contracts may be convertible into or exercisable or exchangeable for common or preferred stock or other securities or debt or equity securities of one or more other entities. One or more subsidiaries of Advance Auto Parts, Inc. listed as additional registrants herein may guarantee the payment of principal of, and premium, if any, and interest on debt securities issued by Advance Auto Parts, Inc. to the extent and on the terms described herein and in the applicable prospectus supplement to this prospectus. We refer to our debt securities and any related guarantees, common stock, preferred stock, depositary shares, warrants or stock purchase contracts, as well as units, collectively, as the “securities”. We will provide the specific terms of any securities we actually offer for sale in supplements to this prospectus. A prospectus supplement may also add, change or update information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you purchase any of our securities.

We may offer and sell the securities directly or through agents we select, or through underwriters or dealers we select, or through a combination of these methods, on a continuous or delayed basis, or to holders of other securities in exchanges in connection with acquisitions. The securities also may be resold by security holders. If we use agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement. The net proceeds we expect to receive from such sales will be set forth in the applicable prospectus supplement.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS. YOU SHOULD CAREFULLY CONSIDER THESE RISK FACTORS BEFORE INVESTING IN ANY OF OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 13, 2026.

TABLE OF CONTENTS

Unless the context otherwise requires, “Advance,” “we,” “us,” “our” and similar terms refer to Advance Auto Parts, Inc., its subsidiaries and their respective operations on a consolidated basis.

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates, or an offer or solicitation in any jurisdiction where offers or sales are not permitted. You should assume that the information appearing in this prospectus and any applicable prospectus supplement is accurate only as of the date on its respective cover, even though this prospectus may be delivered or securities may be sold under this prospectus on a later date. Our business, financial condition, results of operations and prospects may have changed since those dates.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) using a “shelf” registration process. By using this shelf registration statement, we may, from time to time, offer and sell any or all of the securities described in the registration statement in one or more offerings. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and any applicable prospectus supplement, together with the additional information described under the section entitled “Where You Can Find More Information.”

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus and any applicable prospectus supplement, including documents incorporated by reference herein or therein, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually identifiable by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “likely,” “may,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “should,” “strategy,” “target,” “will,” or similar language. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about our strategic initiatives, future business and financial performance, revenue, earnings, cash flow, liquidity, restructuring and asset optimization plans, financial objectives, debt capital structure, operational plans and objectives, capital expenditures, organizational changes, cost reductions, expectations for macroeconomic conditions, marketing strategies, inflation, impairments, consumer behavior and preferences, labor costs and availability, supply chain and merchandising strategies and effects, technology investments, effective tax rates, regulatory changes and impacts, anticipated impacts of tariffs and other trade barriers, tariff refunds, compliance with debt covenants, statements about the status of, and capacity and utilization under, our supply chain financing arrangements and statements about our future credit ratings and outlook, as well as statements regarding underlying assumptions related thereto. Forward-looking statements reflect our views based on historical results, information currently available as of the date of this prospectus and assumptions related to future developments. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. They include, among others, the company’s ability to hire, train and retain qualified employees, the timing and implementation of strategic initiatives, risks associated with the company’s restructuring and asset optimization plans, risk relating to incurrence of indebtedness and increased leverage, risks relating to credit ratings or perceived creditworthiness, our ability to complete store openings, deterioration of general macroeconomic conditions, geopolitical factors, including increased tariffs, petroleum supply and prices, and trade restrictions, the highly competitive nature of our industry, demand for our products and services, risks relating to the impairment of assets, including intangible assets such as goodwill, access to financing on favorable terms, complexities in our inventory and supply chain, implementation and operation of information and technology systems and innovative technologies, and challenges with transforming and growing our business. Except as may be required by law, we undertake no obligation to update any forward-looking statements made in this prospectus, including the documents incorporated by reference herein. Please refer to “Risk Factors” for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.

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OUR COMPANY

We are a leading automotive aftermarket parts provider in North America, serving both professional installers and “do-it-yourself” customers, as well as independently-owned operators. Our stores offer a broad selection of brand names, original equipment manufacturer and owned brand automotive replacement parts, accessories, batteries, and maintenance items for domestic and imported cars, vans, sport utility vehicles and light and heavy duty trucks. As of April 25, 2026, we operated a total of 4,308 stores primarily within the United States, with additional locations in Canada, Puerto Rico and the U.S. Virgin Islands. In addition, as of April 25, 2026, we served 797 independently owned Carquest branded stores across the same geographic locations served by our stores in addition to Mexico and various Caribbean islands. Our stores operate primarily under the trade names “Advance Auto Parts” and “Carquest”.

Our principal executive offices are located at 4200 Six Forks Road, Raleigh, North Carolina 27609. Our telephone number is (540) 362-4911 and our website is www.AdvanceAutoParts.com. The information posted on our website (except for the SEC filings expressly incorporated by reference herein) is not incorporated into, and is not part of, this prospectus, and any such information should not be relied upon in connection with any investment decision to purchase any securities.

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RISK FACTORS

Investing in our securities involves risks. You should carefully consider the information in Part I, Item 1A, “Risk Factors,” in our most recent annual report on Form 10-K and any risk factors that we may describe in our quarterly reports on Form 10-Q or current reports on Form 8-K filed subsequently to the annual report on Form 10-K, which risk factors are incorporated by reference in this prospectus, any specific risk factors discussed under the caption “Risk Factors” in any applicable prospectus supplement and/or free writing prospectus or in any document incorporated herein or therein by reference and the other information contained or incorporated by reference in this prospectus or any applicable prospectus supplement and/or free writing prospectus, before making a decision to invest in our securities. The risks and uncertainties described in our SEC filings are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also harm our business. If any such risks and uncertainties actually occur, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected, the market price of our securities could decline and you could lose all or part of your investment. See “Incorporation of Certain Information by Reference.”

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GUARANTOR DISCLOSURES

The debt securities described in this prospectus may be issued by Advance Auto Parts, Inc. and may be guaranteed by one or more subsidiaries of Advance Auto Parts, Inc. listed as additional registrants herein, in each case pursuant to the applicable indenture. Any such guarantees will be full and unconditional and may be subject to certain conditions for release, which will be described in the applicable indenture and prospectus supplement relating to the offering of such debt securities. For a brief description of the general terms of the debt securities that we may offer and the guarantees that the additional registrants may offer, see the information under the heading “Description of Debt Securities” in this prospectus and as may be further described in an applicable prospectus supplement.

As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for Advance Auto Parts, Inc. and the subsidiary guarantors of the securities offered hereby because the assets, liabilities and results of operations of Advance Auto Parts, Inc. and the subsidiary guarantors are not materially different than the corresponding amounts presented in the consolidated financial statements of Advance Auto Parts, Inc.

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USE OF PROCEEDS

Unless otherwise specified in an applicable prospectus supplement, we intend to use the proceeds we receive from the sale of securities that may be offered hereby for general corporate purposes, which may include the repayment or refinancing of borrowings and other indebtedness, capital expenditures, acquisitions, dividends, stock repurchases, working capital, or any other corporate purpose. Until we apply the net proceeds for specific purposes, we may invest the proceeds in cash equivalents or short-term investments. We will not receive the net proceeds of any sales by selling security holders. Additional information on the use of net proceeds from the sale of any securities offered hereby will be set forth in any prospectus supplement relating to such offering.

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DESCRIPTION OF DEBT SECURITIES

The debt securities that we may offer under this prospectus will constitute either our senior or subordinated debt.

Any senior debt securities will be issued pursuant to a senior debt indenture, dated as of April 29, 2010, as amended and supplemented from time to time, among us, each of the subsidiary guarantors from time to time party thereto (as used in this section only, the “guarantors”) and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (as used in this section only, the “senior indenture”). Our senior debt securities will rank equally in right of payment with all of our other senior and unsubordinated debt and senior in right of payment to any of our subordinated debt. Our senior debt securities will be effectively subordinated to all of our secured debt and to all debt, including trade debt, of our subsidiaries, except as to subsidiaries that guarantee the debt.

Any subordinated debt securities will be issued pursuant to one or more separate subordinated indentures that will be entered into among us, any applicable guarantors and a designated trustee. Our subordinated debt securities will rank junior in right of payment to all of our senior indebtedness, which includes all notes or other evidences of debt not expressed to be subordinate or junior in right of payment to any of our other debt. Our subordinated debt securities will be structurally subordinated to all debt, including trade debt, of our subsidiaries, except as to subsidiaries that guarantee the debt. The applicable subordinated indenture may provide that no cash payment of principal, interest and any premium on our subordinated debt securities may be made, and no subordinated debt securities may be redeemed or retired, (i) if we fail to pay when due any amounts on any senior indebtedness; (ii) if our property is, or we are, involved in any voluntary or involuntary liquidation or bankruptcy; and (iii) in other instances specified in the applicable subordinated indenture.

When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.

As used in this section only, “Advance,” “we,” “our” or “us” refer to Advance Auto Parts, Inc., excluding our subsidiaries and their respective operations, unless expressly stated or the context otherwise requires.

Subordinated Debt Securities

The material terms of any subordinated indenture, which will govern the rights of the holders of our subordinated debt securities, will be set forth in the applicable prospectus supplement.

Senior Debt Securities

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of the senior indenture and our senior debt securities that we may offer under this prospectus. This summary is not complete. The senior indenture has been filed as an exhibit to this registration statement, and you should read the senior indenture for provisions that may be important to you. In the summary below, we have included references to the section numbers of the senior indenture so that you can easily locate the summarized provisions. Capitalized terms used in the summary and not defined herein have the meanings specified in the senior indenture.

General

The terms of each series of senior debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in a resolution of our board of directors, in an officers’ certificate or by a supplemental indenture. We can issue an unlimited amount of senior debt securities under the senior indenture, which may be in one or more series with the same or various maturities, at par, at a

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premium or at a discount. We will set forth in any applicable prospectus supplement (including any pricing supplement or term sheet) relating to any series of senior debt securities being offered, the aggregate principal amount and some or all of the following terms of such senior debt securities, if applicable:

Restrictive Covenants

We will set forth in any applicable prospectus supplement any restrictive covenants applicable to any issue of senior debt securities.

Events of Default

Unless otherwise specified in any applicable prospectus supplement, the following will be events of default with respect to any series of senior debt securities or related guarantees:

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Any applicable prospectus supplement will describe any additional events of default.

If an event of default occurs with respect to senior debt securities of a series then outstanding and is continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the senior debt securities of that series then outstanding, by a notice in writing to us (and to the trustee if given by the holders), may, and the trustee at the request of such holders will, declare the principal amount (or, if any senior debt securities of that series are original issue discount securities, such portion of the principal amount as may be specified in the terms of that series) of, premium, if any, and accrued and unpaid interest to the date of acceleration on all of the senior debt securities of that series to be due and payable immediately. No such notice would be required for an event of default that is a bankruptcy or insolvency event. A declaration of default under the senior indenture or under other payment obligations could give rise to cross-defaults and acceleration with respect to any senior debt securities or such other payment obligations.

At any time after a declaration of acceleration with respect to senior debt securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the trustee as provided in the senior indenture, the holders of a majority in aggregate principal amount of the senior debt securities of that series (or of all series, as the case may be) then outstanding, by written notice to us and the trustee, may rescind such declaration and its consequences under the circumstances specified in the senior indenture.

Subject to the provisions of the senior indenture relating to the duties of the trustee, in the case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the senior indenture at the request or direction of any of the holders of the senior debt securities, unless such holders will have offered to the trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the senior debt securities of any series then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee with respect to that series.

Except to enforce the right to receive payment of the principal amount (or, in the case of original issue discount securities, the portion thereby specified in the terms of that series) of, premium, if any, and accrued and unpaid interest on a debt security of any series when due, no holder of any senior debt securities of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the senior indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

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However, no holder of any senior debt securities has the right under the senior indenture to affect, disturb or prejudice the rights of any other holders of senior debt securities of the same series, to obtain or seek to obtain priority or preference over any other of such holders or to enforce any right under the senior indenture, except in the manner as may be provided in the senior indenture and for the equal and ratable benefit of all holders of senior debt securities of the same series.

Every year we will be required to deliver to the trustee a certificate as to our performance of our obligations under the senior indenture and any defaults.

Modification and Waiver

The senior indenture provides that we and the trustee may amend or supplement the senior indenture or any senior debt securities without notice to, or the consent of, any holder for clarification, corrections and legal compliance purposes, including as follows:

The senior indenture provides that we and the trustee may make modifications and amendments to the senior indenture and waive past defaults with the consent of the holders of at least a majority in aggregate principal

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amount of the outstanding senior debt securities of each series affected; provided, however, that no such modification or amendment may, without the consent of each holder affected thereby:

Any applicable prospectus supplement may describe other provisions with respect to amendments or supplements to the senior indenture in respect of one or more series of senior debt securities.

Defeasance

The following provisions will be applicable to each series of senior debt securities unless we state in any applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

The senior indenture provides that we will be deemed to have paid, and will be discharged from, any and all obligations in respect of any issued series of senior debt securities and the provisions of the senior indenture, or will be released from our obligations to comply with certain covenants relating to those senior debt securities, as described in the applicable prospectus supplement, if, among other things:

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In the event we exercise our option to omit compliance with certain covenants and provisions of the senior indenture with respect to a series of senior debt securities and any senior debt securities are declared due and payable because of the occurrence of an event of default that remains applicable, the amount of money and/or U.S. government obligations on deposit with the trustee will be sufficient to pay amounts due on any senior debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on any senior debt securities at the time of the acceleration resulting from such event of default; however, we will remain liable for such payments.

We cannot defease our obligations to, among other things, register the transfer or exchange of our senior debt securities, replace our senior debt securities that have been stolen, lost or mutilated, maintain paying agencies or hold funds for payment in trust.

Guarantees

Any senior debt securities of any series that we issue and our obligations under the senior indenture may be guaranteed by one or more of our U.S. subsidiaries. In the event we issue a series of guaranteed senior debt securities, the specific guarantors of the senior debt securities of that series will be identified in the applicable prospectus supplement.

Unless otherwise provided in the applicable prospectus supplement relating to a series of guaranteed senior debt securities, each guarantor of the senior debt securities of such series will unconditionally guarantee the due and punctual payment of the principal of, and premium and interest, if any, on, and any other amounts payable with respect to, each debt security of such series and the due and punctual performance of all of our other obligations under the senior indenture with respect to the senior debt securities of such series, all in accordance with the terms of such senior debt securities and the senior indenture.

Notwithstanding the foregoing, unless otherwise provided in the applicable prospectus supplement relating to a series of guaranteed senior debt securities, the senior indenture contains provisions to the effect that the obligations of each guarantor under its guarantee and the senior indenture are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such guarantor, result in the obligations of such guarantor under such guarantee and the senior indenture not constituting a fraudulent conveyance or fraudulent transfer under applicable law. However, there can be no assurance that, notwithstanding such limitation, a court would not determine that a guarantee constituted a fraudulent conveyance or fraudulent transfer under applicable law. If that were to occur, the court could void the applicable guarantor’s obligations under that guarantee, subordinate that guarantee to other debt and other liabilities of that guarantor or take other action detrimental to holders of the senior debt securities of the applicable series, including directing the holders to return any payments received from the applicable guarantor.

Unless otherwise expressly stated in the applicable prospectus supplement, each guarantee will be the unsubordinated and unsecured obligation of the applicable guarantor and will rank on a parity in right of payment with all other unsecured and unsubordinated indebtedness and guarantees of such guarantor. Each guarantee (other than a secured guarantee) will be effectively subordinated to all existing and future secured indebtedness and secured guarantees of the applicable guarantor to the extent of the value of the collateral securing that indebtedness and those guarantees. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any guarantor that has provided an unsecured guarantee of any senior debt securities, the holders of that guarantor’s secured indebtedness and secured guarantees will be entitled to proceed directly against the collateral that secures that secured indebtedness or those secured guarantees, as the case may be, and such collateral will not be available for satisfaction of any amount owed by such guarantor under its unsecured indebtedness and unsecured guarantees, including its unsecured guarantees of

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any senior debt securities, until that secured debt and those secured guarantees are satisfied in full. Unless otherwise provided in any applicable prospectus supplement, the senior indenture does not limit the ability of any guarantor to incur secured indebtedness or issue secured guarantees.

Governing Law

Any senior debt securities will be, and the senior indenture is, governed by the laws of the state of New York without regard to conflicts of laws principles thereof.

Global Securities

We may issue senior debt securities as registered securities in book-entry form only. Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in any applicable prospectus supplement, The Depository Trust Company, New York, New York (“DTC”) will be the depositary for all senior debt securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than DTC or its nominee, unless special termination situations arise. As a result of these arrangements, DTC, or its nominee, will be the sole registered owner and holder of all senior debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with DTC or with another institution that has an account with DTC. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of DTC, as well as general laws relating to securities transfers. DTC will be considered the holder of any senior debt securities represented by the global security.

If senior debt securities are issued only in the form of a global security, an investor should be aware of the following:

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Generally, a global security will be terminated and interests in it will be exchanged for certificates in non-global form, referred to as certificated securities, only in the following instances:

Any applicable prospectus supplement may list situations for terminating a global security that would apply only to the particular series of senior debt securities covered by such prospectus supplement. If a global security is terminated, only the depositary, and neither we nor the applicable trustee, is responsible for deciding the names of the institutions in whose names any senior debt securities represented by the global security will be registered and, therefore, who will be the holders of those senior debt securities.

Payment and Paying Agent

Unless specified otherwise in any applicable prospectus supplement, in the event certificated registered senior debt securities are issued, the holders of certificated registered senior debt securities will be able to receive payments of principal and interest on their senior debt securities at the office of the paying agent. All payments of interest may be received at the offices of such paying agent upon presentation of certificated senior debt securities, and all payments of principal may be received at such offices upon surrender of any senior debt securities. We also have the option of mailing checks or making wire transfers to the registered holders of any senior debt securities. Unless otherwise specified in any applicable prospectus supplement, we will maintain a paying agent in the City of New York at all times for any series of senior debt securities for which payments are to be made, if and so long as such senior debt securities remain outstanding.

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DESCRIPTION OF CAPITAL STOCK

The following description of the general terms and provisions of the shares of our common stock, par value $0.0001 per share (“common stock”), is only a summary and is qualified in its entirety by reference to our Restated Certificate of Incorporation (our “Charter”), our Amended and Restated Bylaws (our “Bylaws”) and applicable provisions of the Delaware General Corporation Law (the “DGCL”).

Authorized Capital Stock

Our authorized capital stock consists of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $0.0001 per share (“preferred stock”). As of July 9, 2026, there were 60,384,709 shares of common stock outstanding and no shares of preferred stock outstanding.

Common Stock

Holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders of the company. An election of directors by our stockholders shall be determined by a majority of the votes cast by the stockholders entitled to vote on the election, provided that if the number of nominees exceeds the number of directors to be elected, directors shall be elected by a plurality of the shares represented and entitled to vote.

Stockholders are entitled to any dividends that may be declared by our board of directors. Holders of common stock do not have cumulative voting rights.

Upon our dissolution, liquidation or winding up, holders of common stock are entitled to share ratably in our net assets after payment or provision for all liabilities and preferential liquidation rights of preferred stock then outstanding. Holders of common stock have no preemptive rights to purchase shares of common stock. The issued and outstanding shares of common stock are not subject to any redemption or sinking fund provisions and are not convertible into any other shares of our capital stock. The rights, preferences and privileges of holders of common stock are subject to those of the holders of any shares of preferred stock that we may issue in the future.

Preferred Stock

Shares of preferred stock may be issued without the approval of the holders of common stock in one or more series, from time to time. The Board of Directors is expressly authorized to establish the number of shares to be included in each such series and to fix the designations, preferences and relative, participating, options or other special rights of the shares of each such series, and any qualifications, limitations or restrictions thereof.

Holders of preferred stock may be entitled to receive dividends (other than dividends of common stock) before any dividends are payable to holders of common stock. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company.

Transfer Agent and Registrar

Computershare is the transfer agent and registrar for our common stock.

Stock Exchange Listing

Our common stock is traded on the New York Stock Exchange under the symbol “AAP.”

Certain Provisions of Our Charter and Bylaws

Authorized but Unissued Stock. Our Charter authorizes the issuance of a significant number of shares of common stock and preferred stock. The existence of authorized but unissued shares of capital stock could render more

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difficult or discourage an attempt to obtain control of us by means of a tender offer, takeover attempt or otherwise. Additionally, preferred stock could be issued by our board of directors to increase the number of outstanding shares or otherwise make a takeover or change in control more difficult and expensive.

Potential Anti-Takeover Effects of Our Charter and Bylaws and Under Delaware Law

Our Charter and Bylaws contain provisions that may make it more difficult for a potential acquirer to acquire us by means of a transaction that is not negotiated with our board of directors. These provisions and the DGCL could delay or prevent entirely a merger or acquisition that our stockholders consider favorable. These provisions may also discourage acquisition proposals or have the effect of delaying or preventing entirely a change in control, which could harm our stock price.

Advance Notice of Proposals and Nominations and Proxy Access. Our Bylaws provide that stockholders must provide timely written notice to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders.

Generally, the advance notice provisions require that stockholder proposals and director nominations be provided to us between 120 and 150 days before the anniversary of our last annual meeting in order to be properly brought before a stockholder meeting. Our Bylaws also specify the form and content of a stockholder’s notice. Our Bylaws also generally provide that a stockholder or group of 20 or fewer stockholders continuously holding three percent or more of the outstanding common stock for at least three years may nominate the greater of (i) two director nominees or (ii) 20% of the board of directors at an annual meeting, and have those candidates included in our proxy materials for the annual meeting.

Special Meetings and Written Consent. A special meeting of the stockholders may only be called by our board of directors, the Chairman of our board of directors, the Chief Executive Officer or stockholders following receipt by the Secretary of the Corporation of a written request for a special meeting from record holders owning at least ten percent in the aggregate of the outstanding common stock. Stockholders are not permitted under our Charter or Bylaws to act by written consent in lieu of a meeting.

Section 203 of the DGCL. We are governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in “business combination” transactions with any “interested stockholder” for a period of three years following the time that the stockholder became an interested stockholder, unless:

A “business combination” is defined to include, among other things and in general and subject to exceptions, a merger of the corporation with the interested stockholder; a sale of 10% or more of the market value of the

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corporation’s consolidated assets to the interested stockholder; certain transactions that result in the issuance of the corporation’s stock to the interested stockholder; a transaction that has the effect of increasing the proportionate share of the corporation’s stock owned by the interested stockholder; and any receipt by the interested stockholder of loans, guarantees or other financial benefits provided by the corporation. An “interested stockholder” is defined to include, in general and subject to exceptions, a person that (1) owns 15% or more of the outstanding voting stock of the corporation or (2) is an “affiliate” or “associate” (as defined in Section 203) of the corporation and was the owner of 15% or more of the corporation’s outstanding voting stock at any time within the prior three-year period.

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DESCRIPTION OF OTHER SECURITIES

We will set forth, in the applicable prospectus supplement, a description of any warrants, depositary shares, convertible or exchangeable securities, stock purchase contracts, or units that may be offered pursuant to this prospectus.

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SELLING SECURITY HOLDERS

The applicable prospectus supplement will set forth the name of each selling security holder and the number of and type of securities beneficially owned by such selling security holder prior to and after the completion of an offering that are covered by such prospectus supplement. The applicable prospectus supplement also will disclose whether any of the selling security holders have held any position or office with, have been employed by or otherwise have had a material relationship with us or any of our affiliates during the three years prior to the date of the prospectus supplement.

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PLAN OF DISTRIBUTION

We may sell the offered securities from time to time:

We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers, and their compensation, in the applicable prospectus supplement.

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LEGAL MATTERS

Hogan Lovells Cadwalader US LLP will pass upon certain legal matters relating to the validity of the issuance of the securities registered hereby. Additional legal matters may be passed upon for us or any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.

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EXPERTS

The consolidated financial statements, and the related financial statement schedule, of Advance Auto Parts, Inc. as of January 3, 2026 and December 28, 2024, and for each of the three years in the period ended January 3, 2026 incorporated by reference in this prospectus, and the effectiveness of Advance Auto Parts, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated financial statements and financial statement schedule are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are also available free of charge through our website at www.AdvanceAutoParts.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC or from the SEC’s website at www.sec.gov. The information on or accessed through our website is not incorporated by reference into and is not made a part of this prospectus.

This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and any applicable prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information from the date of the filing of such document. Except to the extent information is furnished under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K and not filed with the SEC or as otherwise permitted by the SEC rules, we incorporate by reference the documents listed below:

All other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of an offering made pursuant to this prospectus, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this registration statement from the date of the filing of such documents.

You may request a copy of the documents we incorporate by reference at no cost by writing or telephoning us at the following address or through contacting the SEC or accessing its website as described under “Where You Can Find More Information” above.

Advance Auto Parts, Inc.

4200 Six Forks Road

Raleigh, North Carolina 27609

(540) 362-4911

Attention: Corporate Secretary

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PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

The following is an estimate, subject to future contingencies, of the expenses to be incurred by the co-registrants in connection with the issuance and distribution of the securities being registered:

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Advance Auto Parts, Inc.

Section 102(b)(7) of the DGCL enables a corporation to eliminate or limit the personal liability of directors (and, to a more limited extent, officers) to the corporation or its stockholders for monetary damages for breach of fiduciary duty. Such provision may not eliminate or limit liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in the case of directors, under Section 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which a director or officer derived an improper personal benefit. With respect to officers, any such provision may not eliminate or limit liability for any officer in any action by or in the right of the corporation.

In accordance with Section 102(b)(7) of the DGCL, our Charter includes provisions eliminating, to the fullest extent permitted by the DGCL, the liability of our directors and officers to us or our stockholders for monetary damages for breach of fiduciary duties as directors and officers.

Section 145 of the DGCL provides that a corporation may indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director or officer of such corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise.

The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe was unlawful. A Delaware corporation may indemnify officers and directors against expenses (including attorneys’ fees) actually and reasonably incurred by the person in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. To the extent a present or former director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses, which such officer or director actually and reasonably incurred.

Section 145 of the DGCL also provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.

Section 5.01 of our Bylaws provides that we will indemnify our officers and directors for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by the DGCL.

Section 5.02 of our Bylaws provides that we may purchase and maintain insurance on behalf of any person who is or was our director or officer, or is or was serving at our request as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense asserted against or incurred by such person in or arising from that capacity, or arising out of his or her status as such, whether or not we would otherwise have the power or the obligation to indemnify the person against such liability or expense.

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Section 5.03 of our Bylaws provides that we will pay the expenses (including attorneys’ fees and expenses) incurred by a director or officer, or former director or officer, in defending, investigating, preparing to defend or being or preparing to be a witness in, a threatened or pending action, suit, proceeding or claim against such director or officer, whether civil or criminal, in advance of the final disposition of such action, suit, proceeding or claim if we receive a request therefore and an undertaking by or on behalf of such director or officer to repay such amounts if it ultimately is determined that he or she is not entitled to indemnification by us.

In addition, we have entered into customary indemnity agreements with each of our directors.

Western Auto of Puerto Rico, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article VIII of the Amended and Restated Bylaws of Western Auto of Puerto Rico, Inc. (“Western Auto of Puerto Rico”) provides that Western Auto of Puerto Rico will, to the fullest extent to which it is empowered to do so by the DGCL or any other applicable laws, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of Western Auto of Puerto Rico, or is or was serving at the request of Western Auto of Puerto Rico as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

Western Auto of St. Thomas, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article VIII of the Amended and Restated Bylaws of Western Auto of St. Thomas, Inc. provides for indemnification of directors and officers in the same manner as the Amended and Restated Bylaws of Western Auto of Puerto Rico. See the discussion of applicable provisions of the Amended and Restated Bylaws of Western Auto of Puerto Rico above under “—Western Auto of Puerto Rico, Inc.”

Western Auto Supply Company

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article VI of the Amended and Restated Bylaws of Western Auto Supply Company provides that Western Auto Supply Company may, to the fullest extent to which it is empowered to do so by the DGCL or any other applicable laws, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of Western Auto Supply Company, or is or was serving at the request of Western Auto Supply Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Western Auto Supply Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.

California

Worldwide Auto Parts, Inc.

Under Section 317 of the California Corporations Code (the “CCC”), a California corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an

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action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. Section 317(c) of the CCC provides that a California corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. No indemnification shall be made under Section 317(c) of the CCC for any of the following: (1) in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (2) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Section 317(d) of the CCC provides that to the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Except as provided in the paragraph above, any indemnification under Section 317 of the CCC shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth above, by any of the following: (1) a majority vote of a quorum consisting of directors who are not parties to such proceeding, (2) if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion, (3) approval of the shareholders (Section 153 of the CCC), with the shares owned by the person to be indemnified not being entitled to vote thereon, or (4) the court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the corporation.

Article VI of the Amended and Restated Bylaws of Worldwide Auto Parts, Inc. (“Worldwide Auto Parts”) provides that Worldwide Auto Parts will indemnify any person who was or is a party, or threatened to be made a party, to any proceeding (other than an action by or in the right of Worldwide Auto Parts to procure a judgment in its favor) by reason of the fact that such person is or was an agent (as used in this paragraph and below, agent means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of Worldwide Auto Parts or of another enterprise at the request of such predecessor corporation) of Worldwide Auto Parts, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of Worldwide Auto Parts and, in the case of a criminal proceeding, had no reasonable cause to believe the action was unlawful. Worldwide Auto Parts will also indemnify any agent of Worldwide Auto Parts against expenses actually and reasonably incurred in connection with any such proceeding, to the extent such person was successful on the merits in defense of any proceeding mentioned above or in defense of any claim, issue or matter therein.

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Article VI of the Amended and Restated Bylaws of Worldwide Auto Parts also provides that Worldwide Auto Parts may purchase and maintain insurance on behalf of any agent of Worldwide Auto Parts against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not Worldwide Auto Parts would have the power to indemnify the agent against that liability under the Amended and Restated Bylaws of Worldwide Auto Parts.

Nevada

Golden State Supply LLC

Nevada Revised Statutes (“NRS”) 86.371 provides that unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited liability company formed under the laws of the State of Nevada is individually liable for the debts or liabilities of the company.

NRS 86.411 provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

NRS 86.461(1) permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of any current or former member, manager, employee or agent of the company, or any person who is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses. However, no such financial arrangement made pursuant to NRS 86.461(2) may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

Section 1.6 of the Operating Agreement of Golden State Supply LLC (“Golden State Supply”) provides that the member of Golden State Supply is not bound by or personally liable for the debts, obligations or liabilities of Golden State Supply, except as and to the extent that the member expressly agrees otherwise in writing. Section 2.3 of the Operating Agreement of Golden State Supply further provides that the member and managers of Golden State Supply will, to the fullest extent permitted under NRS Chapter 86 or other applicable law, be exculpated from and indemnified by Golden State Supply against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorneys’ fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against such member, managers or Golden State Supply and all related costs of investigation) that in any way relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of Golden State Supply or its member or managers acting on its behalf. Expenses incurred by the member or managers in defense or settlement of any claim that may be subject to a right of indemnification under the Operating Agreement may be advanced by Golden State Supply prior to the final disposition of such claim if, prior to such advancement the member or managers agree in writing to repay the advancement to the extent it is ultimately determined that any such member or manager is not entitled to be indemnified under the Operating Agreement. The right to

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indemnification and payment of expenses under the Operating Agreement as described above is not exclusive of any other right which a member or manager of Golden State Supply may have or acquire under law or equity, provision of the Operating Agreement, or otherwise.

New York

B.W.P. Distributors, Inc.

Section 402(b) of the New York Business Corporation Law (the “NYBCL”) provides that the certificate of incorporation of a New York corporation may contain a provision eliminating or limiting the personal liability of directors to the corporation or its stockholders for damages for any breach of duty in such capacity, provided that no such provision can eliminate or limit (i) the liability of a director if a judgment or other final adjudication adverse to such director establishes that the person’s acts or omissions were in bad faith, or involved intentional misconduct or a knowing violation of law, or that the director personally gained in fact a financial profit or other advantage to which the director was not legally entitled or that the director’s acts violated Section 719 of the NYBCL or (ii) the liability of any director for any act or omission prior to the adoption of a provision authorized by Section 402(b) of the NYBCL.

Section 722(a) of the NYBCL provides that a New York corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Section 722(c) of the NYBCL provides that a New York corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification under this paragraph will be made in respect of (i) a threatened action, or a pending action which is settled or otherwise disposed of, or (ii) any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 723(a) of the NYBCL provides that a person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 722 of the NYBCL will be entitled to indemnification as authorized in Section 722 of the NYBCL. Section 726(a) of the NYBCL

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authorizes the purchase and maintenance of insurance to indemnify (i) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the above sections, (ii) directors and officers in instances in which they may be indemnified by a corporation under such sections, and (iii) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such sections, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.

North Carolina

General Parts Distribution LLC

Section 57D-3-31 of the North Carolina Limited Liability Company Act (the “NC LLC Act”) provides that a limited liability company will indemnify a person who is wholly successful on the merits or otherwise in the defense of any proceeding to which the person was a party because the person is or was a member, a manager, or other company official if the person also is or was an interest owner at the time to which the claim relates, acting within the person’s scope of authority as a manager, member, or other company official against expenses incurred by the person in connection with the proceeding. Section 57D-3-31 of the NC LLC Act further provides that a limited liability company will reimburse a person who is or was a member for any payment made and indemnify the person for any obligation, including any judgment, settlement, penalty, fine, or other cost, incurred or borne in the authorized conduct of the company’s business or preservation of the company’s business or property, whether acting in the capacity of a manager, member, or other company official if, in making the payment or incurring the obligation, the person complied with the duties and standards of conduct imposed by Section 57D-3-21 of the NC LLC Act, as modified or eliminated by the company’s operating agreement or otherwise imposed by the NC LLC Act or other applicable law.

Section 2.3 of the Operating Agreement of General Parts Distribution LLC (“General Parts Distribution”) provides that the members and managers of General Parts Distribution will be exculpated from and indemnified to the fullest extent permitted under applicable law by General Parts Distribution against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorney’s fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against the members, the managers or General Parts Distribution and all costs of investigation in connection therewith) that in any way relates to or arises out of (or is alleged to relate to or arise out of) any action or inaction on the part of General Parts Distribution, the members or the managers acting on behalf of General Parts Distribution. Expenses incurred by the members or managers of General Parts Distribution in defense or settlement of any claim that may be subject to indemnification may be advanced by General Parts Distribution before final disposition of the claim, subject to a written repayment undertaking if indemnification is ultimately unavailable, and satisfaction of General Parts Distribution’s indemnification obligations is limited to its assets; the indemnification and expense-payment rights are not exclusive of any other rights a member or manager may have under law, equity, the Operating Agreement, or otherwise.

General Parts International, LLC

See the discussion of applicable provisions of the NC LLC Act above under “—General Parts Distribution LLC.”

Sections 3.5 and 3.6 of the Operating Agreement of General Parts International, LLC (“General Parts International”) provides that the member, each manager, and each officer will be indemnified and exculpated to the fullest extent permitted or required under the NC LLC Act by General Parts International, and, in the case of indemnification, General Parts International may advance expenses upon signed statement from such person agreeing to reimburse General Parts International for such advance in the event it is ultimately determined that such person is not entitled to indemnification.

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General Parts, Inc.

Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act (“NCBCA”) permit a corporation to indemnify its directors, officers, employees or agents under either or both a statutory or non-statutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify a director, officer, employee or agent of the corporation who was, is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative, because of the fact that such person was a director, officer, agent or employee of the corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. This indemnity may include the obligation to pay any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) and reasonable expenses incurred in connection with a proceeding (including counsel fees), but no such indemnification may be granted unless such director, officer, agent or employee (i) conducted himself in good faith, (ii) reasonably believed (a) that any action taken in his official capacity with the corporation was in the best interest of the corporation or (b) that in all other cases his conduct at least was not opposed to the corporation’s best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

In addition to, and separate and apart from, the indemnification described above under the statutory scheme, Section 55-8-57 of the NCBCA permits a corporation to indemnify or agree to indemnify any of its directors, officers, employees or agents against liability and expenses (including attorney’s fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was a party because he is or was a director or officer of the corporation against reasonable expenses incurred in connection with the proceeding. Section 55-8-57 of the NCBCA provides that a corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against certain liabilities incurred by such persons, whether or not the corporation is otherwise authorized by the NCBCA to indemnify such party.

Article VI of the Amended and Restated Bylaws of General Parts, Inc. provides that, to the extent and upon the terms and conditions provided by the NCBCA, General Parts, Inc. will indemnify its officers and directors against liability and litigation expense, including reasonable attorneys’ fees, arising out of their status as such or their activities in any of the foregoing capacities (excluding, however, liability or litigation expense which any of the foregoing may incur on account of such person’s activities which were at the time taken, known or believed by such person to be clearly in conflict with the best interest of General Parts, Inc.), and such persons will be entitled to recover from General Parts, Inc., and General Parts, Inc. will pay, all reasonable costs, expenses and attorneys’ fees in connection with the enforcement of rights to indemnification provided in the Bylaws of General Parts, Inc.

Article VI of the Amended and Restated Bylaws of General Parts, Inc. also provides that General Parts, Inc. may purchase and maintain insurance on behalf of any person who is or was a director or officer of General Parts, Inc., or is or was serving at the request of General Parts, Inc. as a trustee or administrator under an employee benefit plan as a director or officer of another corporation, partnership, joint venture, company, trust or other enterprise or as a trustee or administrator under an employee benefit plan. Such insurance may provide coverage against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such.

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Virginia

Advance Auto Business Support, LLC

Under the Virginia Limited Liability Company Act (the “VA LLC Act”), subject to such standards and restrictions, if any, as are set forth in its articles of organization or an operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

Section 6 of the Articles of Organization of Advance Auto Business Support, LLC (“Advance Auto Business Support”) provide for the limitation of liability of members and managers to the fullest extent permitted under the VA LLC Act. Section 5.2 of the Operating Statement of Advance Auto Business Support provides for indemnification and limitation of liability of members and managers. Advance Auto Business Support will indemnify an individual made a party to a proceeding because he is or was a member or manager of Advance Auto Business Support against liability if he conducted himself in good faith, and unless he engaged in willful misconduct or a knowing violation of the criminal law.

Discount Auto Parts, LLC

See the discussion of applicable provisions of the VA LLC Act above under “—Advance Auto Business Support, LLC.”

Sections 4.6 and 4.7 and Article V of the Operating Agreement of Discount Auto Parts, LLC (“Discount Auto Parts”) provide for indemnification and limitation of liability of members and managers. Discount Auto Parts will indemnify an individual made a party to a proceeding because he is or was a member or manager of Discount Auto Parts against liability if he conducted himself in good faith, and unless he engaged in willful misconduct or a knowing violation of the criminal law.

E-Advance, LLC

See the discussion of applicable provisions of the VA LLC Act above under “—Advance Auto Business Support, LLC.”

Section 6 of the Articles of Organization of E-Advance, LLC (“E-Advance”) provides for the limitation of liability of members and managers to the fullest extent permitted under the VA LLC Act. Sections 4.6 and 4.7 and Article V of the Operating Statement of E-Advance provides for indemnification of members and managers. E-Advance will indemnify an individual made a party to a proceeding because he is or was a member or manager of E-Advance against liability if he conducted himself in good faith, and unless he engaged in willful misconduct or a knowing violation of the criminal law.

Advance Stores Company, Incorporated

Article 10 of the Virginia Stock Corporation Act (the “VSCA”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in the proceeding if he conducted himself in good faith and he believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, in all other cases, that his conduct was at least not opposed to the corporation’s best interests, and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Under the VSCA, a director’s conduct with respect to an employee benefit plan for a purpose he believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the above requirements. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described.

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In addition, under the VSCA, unless ordered by a court pursuant to the VSCA, a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard, or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Unless limited by a corporation’s articles of incorporation, the VSCA states that a corporation will indemnify a director or officer who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

The VSCA provides that a corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability.

Article 5(C) of the Articles of Incorporation of Advance Stores Company, Incorporated (“Advance Stores”), as amended, provides that Advance Stores may indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a stockholder in the right of Advance Stores or brought by or on behalf of stockholders of Advance Stores, by reason of the fact that he is or was a director or officer of Advance Stores, or (ii) any director or officer who is or was serving at the request of Advance Stores as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at Advance Stores’ request if his duties to Advance Stores also impose duties on, or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan.

Article 5(I) of the Articles of Incorporation of Advance Stores provides that Advance Stores may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with such Article and may also procure insurance in such amounts as the board of directors of Advance Stores may determine on behalf of any person who is or was a director, officer, employee, consultant, representative or agent of Advance Stores, or is or was serving at the request of Advance Stores as a director, officer, employee, consultant, representative or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not Advance Stores would have power to indemnify him against such liability under the provisions of such Article.

Article 5(B) of the Articles of Incorporation of Advance Stores provides that no director or officer of Advance Stores will be liable to Advance Stores or its stockholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of such Article, except that such Article will not exclude liability resulting from such person’s having engaged-in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.

Texas

Straus-Frank Enterprises LLC

The Texas Business Organizations Code (“TBOC”) governs Texas limited liability companies. Pursuant to Section 1.106 of the TBOC, the indemnification provisions set forth in the TBOC are applicable to most entities

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established in the state of Texas, including corporations, limited liability companies and limited partnerships. Under Section 8.002 of the TBOC, unless a Texas limited liability company adopts the general indemnification provisions of the TBOC, described below, those provisions are not applicable to a Texas limited liability company. Section 8.051 of the TBOC provides that: (i) an enterprise will indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding; and (ii) a court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

Section 8.101 of the TBOC provides that an enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 of the TBOC if it is determined in accordance with Section 8.103 of the TBOC that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. Section 101.402 of the TBOC provides that a Texas limited liability company may indemnify a member, manager or officer of a limited liability company, pay in advance or reimburse expenses incurred by a member, manager or officer and establish and maintain insurance or another arrangement to indemnify or hold harmless a member, manager or officer.

Section 2.3 of the Amended and Restated Operating Agreement of Straus-Frank Enterprises LLC (“Straus-Frank Enterprises”) provides that (i) the members and managers of Straus-Frank Enterprises will be exculpated from and indemnified to the fullest extent permitted under applicable law by Straus-Frank Enterprises against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorney’s fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against the members, the managers or Straus-Frank Enterprises and all costs of investigation in connection therewith) that in any way relates to or arises out of (or is alleged to relate to or arise out of) any action or inaction on the part of Straus-Frank Enterprises, the members or the managers acting on behalf of Straus-Frank Enterprises and (ii) expenses incurred by the members or the managers in defense or settlement of any claim that may be subject to a right of indemnification may be advanced by Straus-Frank Enterprises prior to final disposition; provided, that prior to such advancement the members or managers shall agree in writing to repay such advancement to the extent that it shall be determined ultimately that such members or managers are not entitled to be indemnified.

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Each of the undersigned registrants hereby undertakes:

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on July 13, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey R. Vining and Amanda L. Keister, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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