Motorcar Parts (MPAA) Director Awarded RSUs; Direct Ownership Hits 62,731 Shares

Rhea-AI Filing Summary

Joseph Edwin Ferguson, a director of Motorcar Parts of America, Inc. (MPAA), received equity awards that increased his direct beneficial ownership. The filing shows non-derivative acquisitions of 1,553 and 15,570 shares (transactions reported 09/04/2025) and derivative awards in the form of Restricted Stock Units (RSUs) of 15,570 (reported 09/04/2025) and 6,882 (reported 09/05/2025). After the reported transactions, the form lists 62,731 shares beneficially owned by the reporting person on a direct basis. The RSU disclosure states each RSU converts to one share and describes vesting terms, including an immediate full vesting statement for the Grant Date and standard service-based vesting or pro rata vesting upon termination.

Positive

• Director alignment: The reporting person’s direct beneficial ownership increased to 62,731 shares, aligning his economic interests with shareholders.
• Clear conversion: Each Restricted Stock Unit converts to one share of common stock, providing straightforward equity exposure.

Negative

• Immediate vesting: The disclosure that RSUs "vested in full on the Grant Date" reduces the awards’ retention effect.
• Concentration risk: A single director receiving sizable awards may draw governance scrutiny regarding timing and rationale.

Insights

Corporate Governance Expert

TL;DR: Director received sizeable RSU and share awards, increasing direct ownership and aligning interests with shareholders.

The transactions reflect director compensation delivered as both immediate share awards and RSUs. Immediate vesting on the grant date for at least part of the award reduces typical retention incentives but raises the director's current economic exposure to company performance. The increase to 62,731 directly held shares strengthens alignment between management and shareholders, though immediate vesting limits future service-based retention benefits.

Executive Compensation Analyst

TL;DR: Grant structure mixes vested shares and RSUs, offering immediate ownership plus time/meeting-based vesting for remaining units.

The mix of outright share awards and RSUs is a common approach to balance current ownership with deferred incentives. The form indicates 15,570 RSUs have exercisable and expiration-related dates and 6,882 RSUs convert to the same number of shares. Disclosure of conversion at one-for-one is clear. From a compensation perspective, the material element is the immediate vesting note, which changes the usual retention dynamics and has implications for expense recognition and governance scrutiny.

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

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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^*

Ferguson Joseph Edwin

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2025

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	09/04/2025		A(1)		1,553	A	$0.00	47,161	D
Common Stock	09/04/2025		M		15,570	A	$0.00	62,731	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	09/04/2025		M			15,570	09/06/2025	12/31/2025	Common Stock	15,570	$0.00	0.00	D
Restricted Stock Units	$0.00	09/05/2025		A		6,882		(2)	(2)	Common Stock	6,882	$0.00	6,882	D

Explanation of Responses:

1. Represents a grant of Restricted Stock Units (RSU). The number of RSUs granted to the Reporting Person together with the number of RSUs granted to the Reporting Person on September 6 2024, constitute the number of RSUs that should have been granted to the Reporting Person on September 6 2024. The RSUs vested in full on the Grant Date.

2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuers Common Stock. The RSUs vest in full on the earlier to occur of (i) the one-year anniversary of the Grant Date and (ii) the date of the next annual meeting of the Issuers stockholders following the Grant Date, subject to continued service through the applicable vesting date; provided, that, the RSUs shall vest upon a termination of service in a pro rata amount in accordance with the award agreement.

Remarks:

	/s/ Joseph Edwin Ferguson	09/08/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What securities did MPAA director Joseph Edwin Ferguson acquire on the Form 4?

The filing reports acquisitions of 1,553 and 15,570 shares of common stock and awards of 15,570 and 6,882 Restricted Stock Units.

How many shares does Joseph Edwin Ferguson beneficially own after the reported transactions?

The Form 4 lists 62,731 shares beneficially owned on a direct basis following the reported transactions.

Do the RSUs convert to common shares one-for-one?

Yes. The Form 4 states each Restricted Stock Unit represents a contingent right to receive one share of the issuer’s common stock.

Did any RSUs vest immediately according to the filing?

Yes. The filing explains that the RSUs "vested in full on the Grant Date" for at least part of the grant.

What vesting conditions are described for the RSUs?

RSUs vest in full on the earlier of the one-year anniversary of the grant date or the next annual meeting, subject to continued service, with pro rata vesting upon termination as described.