AAP Advance Auto Parts

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I—REGISTRANT INFORMATION

Advance Auto Parts, Inc.

Full Name of Registrant

Not applicable

Former Name if Applicable

4200 Six Forks Road

Address of Principal Executive Office (Street and Number)

Raleigh, North Carolina 27609

City, State and Zip Code

PART II—RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III—NARRATIVE

State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Advance Auto Parts, Inc. (the “Company”) is unable to complete the filing of its Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the “Form 10-K”), within the prescribed time frame without unreasonable effort or expense due to the circumstances described below.

The Company needs additional time to finalize its assessment of its internal control over financial reporting and related disclosures and to complete its procedures for finalizing the Form 10-K. The Company expects to file the Form 10-K prior to the expiration of the extension period.

As previously disclosed, management identified a material weakness in its internal control over financial reporting that existed due to turnover of key accounting positions during the first quarter of 2023. The Company was unable to attract, develop and retain sufficient resources to fulfill internal control responsibilities during the first quarter. Although that material weakness continued to exist at December 30, 2023, the Company has devoted, and will continue to devote, significant time and resources to remediate the material weakness and enable the Company to conclude full remediation once the remedial actions have been completed and have operated effectively for a sufficient period of time.

As previously disclosed, the Company has completed substantial remediation actions, including hiring experienced personnel, including a new Chief Financial Officer (CFO) who began employment with the Company on November 27, 2023, and a new Chief Accounting Officer (CAO) who began employment with the Company on January 9, 2024.

In the course of completing the preparation of its annual financial statements for the Form 10-K with the additional personnel and under the leadership of the new CFO and CAO, the Company identified certain accounting errors impacting cost of sales and selling, general and administrative costs occurring in fiscal years 2022 and 2021. The Company evaluated the errors and determined that the related impacts were not material to the previously issued consolidated financial statements for any prior period. However, the Company, in consultation with the Company’s Audit Committee, management and external auditors, determined that the Company’s consolidated financial statements for 2022 and 2021 should be revised. These immaterial revisions will be described in the Form 10-K. The additional time needed to revise the Company’s consolidated financial statements for 2022 and 2021 and related actions contributed to the delay in filing the Form 10-K.

Although the Form 10-K is not completed, the Company currently expects that the financial statements in the Form 10-K will be consistent in all material respects with the financial information reported in the earnings release furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 28, 2024.

Forward-Looking Statements

Certain matters discussed in this Form 12b-25 constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this notification that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s intent to revise certain historical financial statements, the material weakness in the Company’s internal control over financial reporting as of December 30, 2023, the consistency of the financial statements in the Form 10-K with the financial information in the Earnings Release and the Company’s expectations regarding the timing of the filing of the Form 10-K. These forward-looking statements are based on management’s current expectations.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, but are not limited to the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the potential for additional material weaknesses in the Company’s internal controls over financial reporting or other potential control deficiencies of which the Company is not currently aware or which have not been detected; the risk that the completion and filing of the Form 10-K will take longer than expected; additional information that may arise during the finalization of the Form 10-K; and the risks discussed in detail in “Item 1A. Risk Factors” of the Company’s most recent Annual Report on Form 10-K, as updated by its other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.

PART IV—OTHER INFORMATION

Advance Auto Parts, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.