[Form 4] Motorcar Parts of America, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kamlesh Shah, Chief Accounting Officer of Motorcar Parts of America (MPAA), reported multiple insider transactions on June 20-21, 2025:

• Acquired 1,737 shares from vested RSUs and 1,912 shares from performance-based stock units on June 20
• Disposed of 1,382 shares at $9.76 for tax obligations
• Acquired 2,788 shares from RSUs on June 21
• Disposed of 1,083 shares at $9.76 for tax obligations
• Received new grants: 11,646 RSUs vesting over 3 years and 5,823 performance-based stock units tied to stock price targets ($15-$22)

Following these transactions, Shah directly owns 27,670 shares. The new performance units will vest based on achieving specific stock price thresholds between $15-$22 during a three-year performance period ending June 20, 2028, with potential for 150% payout at the highest tier.

Positive

• Chief Accounting Officer received new performance-based stock units (PSUs) with ambitious price targets up to $22/share, representing significant upside potential from current levels
• Executive granted 11,646 new RSUs and 5,823 PSUs, demonstrating long-term retention incentives and alignment with shareholder interests

Negative

• None.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shah Kamlesh

(Last) (First) (Middle)

C/O MOTORCAR PARTS OF AMERICA, INC.

2929 CALIFORNIA STREET

(Street)

TORRANCE CA 90503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOTORCAR PARTS OF AMERICA INC [ MPAA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2025		M		1,737	A(1)	$0.00	25,435	D
Common Stock	06/20/2025		M		1,912	A(2)	$0.00	27,347	D
Common Stock	06/20/2025		F(3)		1,382	D	$9.76	25,965	D
Common Stock	06/21/2025		M		2,788	A	$0.00	28,753	D
Common Stock	06/21/2025		F(3)		1,083	D	$9.76	27,670	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	06/20/2025		M			1,737	(4)	12/31/2025	Common Stock	1,737	$0.00	0.00	D
Restricted Stock Units	$0.00	06/20/2025		A		11,646		(5)	12/31/2028	Common Stock	11,646	$0.00	11,646	D
Performance Based Stock Units	$0.00	06/20/2025		A		5,823		(6)	07/31/2028	Common Stock	5,823	$0.00	5,823	D
Restricted Stock Units	$0.00	06/21/2025		M			2,788	(7)	12/31/2027	Common Stock	2,788	$0.00	5,577	D

Explanation of Responses:

1. Shares earned upon vesting of RSUs

2. Shares earned under the performance based stock units granted on 20-Jun-2022

3. Used to pay taxes upon vesting of RSUs and PSUs.

4. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2022

5. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2025

6. One-third of these Performance Based Stock Units ('PSUs') will vest if the Company achieves a 30 trading-day trailing average market closing price ('Price Per Share') of at least $15 during the three-year period ending on the earlier of 20-Jun-2028 and the date of consummation of a change in control (the 'Performance Period'); another one-third of these PSUs will vest if the Company achieves a Price Per Share during the Performance Period of at least $17 during the Performance Period; and the remaining one-third of these PSUs will vest if the Price Per Share is equal to or greater than $18 as follows: 50% if the Price Per Share equals $18, 100% if the Price Per Share equals $20 and 150% if the Price Per Share equals or exceeds $22 (if the Price Per Share falls between these levels the vesting percentage will be determined using interpolation).

7. Vesting 1/3 each year for 3 years from grant date. beginning on 21-Jun-2024

Remarks:

	/s/ Kamlesh Shah	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did MPAA's Chief Accounting Officer Kamlesh Shah report on June 28, 2025?

On June 20-21, 2025, CAO Kamlesh Shah acquired several stock awards: 1,737 shares from vested RSUs, 1,912 shares from performance-based units, and 2,788 RSU shares. He disposed of 2,465 shares total (1,382 + 1,083) at $9.76 per share for tax purposes. Additionally, he was granted 11,646 new RSUs and 5,823 performance-based stock units.

How many shares of MPAA does Kamlesh Shah own after these transactions?

Following all reported transactions, Kamlesh Shah directly owns 27,670 shares of MPAA common stock. This reflects the acquisition of various RSU and PSU awards and the disposition of shares for tax purposes.

What are the vesting conditions for MPAA's new Performance Based Stock Units (PSUs) granted to Shah?

The new PSUs vest in three tranches based on stock price targets: 1/3 vests at $15 share price, 1/3 at $17, and 1/3 at $18-22 (with 50% vesting at $18, 100% at $20, and 150% at $22+). These targets must be achieved during the three-year performance period ending June 20, 2028, based on 30-day trailing average prices.

What is the vesting schedule for MPAA's new Restricted Stock Units (RSUs) granted to Shah?

The 11,646 new RSUs granted on June 20, 2025, will vest over three years, with one-third vesting each year beginning June 20, 2025. The vesting period extends through December 31, 2028.