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

Rhea-AI Filing Summary

Barbara L. Whittaker, a director of Motorcar Parts of America, Inc. (MPAA), reported equity awards and share issuances in early September 2025. The Form 4 shows transactions dated 09/04/2025 and 09/05/2025: on 09/04/2025 there was a grant and related entry totaling 15,570 restricted stock units (RSUs) and an entry for 1,553 common shares, leaving 59,682 shares beneficially owned after that transaction. On 09/05/2025 an additional 6,882 RSUs were acquired, bringing 6,882 RSUs shown as beneficially owned from that grant. The filing explains that each RSU converts to one share when settled, that the 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, and that the reported RSUs vested in full on the grant date per the filer. The Form is signed by Ms. Whittaker on 09/08/2025.

Insights

Corporate Governance Expert

TL;DR: Director received RSU awards that vest on a time/meeting condition; filing is a routine disclosure aligning director compensation with shareholders.

The Form 4 documents time-based restricted stock units granted to a director, with explicit vesting tied to service and shareholder meeting timing. The filing states the RSUs "vested in full on the Grant Date" for the reported awards, which is unusual for time-based awards and should prompt review of the award agreement language for any accelerated vesting provisions. For governance assessment, stakeholders will note the director-level recipient and the mechanics: one RSU equals one share at settlement, creating potential future dilution equal to the number of RSUs outstanding. This disclosure is procedural and not an operational performance signal, but it is material to equity dilution and insider alignment analysis.

Securities/Equity Compensation Analyst

TL;DR: The report shows grants and share activity totaling 22,452 RSUs/units across two days, with conversion mechanics disclosed.

The entries list 15,570 RSUs dated 09/04/2025 and 6,882 RSUs dated 09/05/2025, plus an additional 1,553 common shares shown on 09/04/2025. The filing clarifies each RSU represents one share and describes vesting tied to one-year anniversary or next annual meeting, subject to service, with pro rata vesting on termination. From a compensation accounting perspective, these awards create future share-settlement obligations; the immediate accounting and dilution impact depends on settlement timing and whether shares are treasury-stock settled or newly issued. The disclosure is standard for insider awards and does not indicate any sale or transfer.

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

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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^*

Whittaker Barbara L

(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	44,112	D
Common Stock	09/04/2025		M		15,570	A	$0.00	59,682	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	09/04/2025	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/ Barbara L. Whittaker	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 insider activity did MPAA director Barbara L. Whittaker report on Form 4?

The filing reports grants and share entries: 15,570 RSUs on 09/04/2025, 1,553 common shares on 09/04/2025, and 6,882 RSUs on 09/05/2025.

How many RSUs did Barbara Whittaker receive and when will they vest?

She received 15,570 RSUs (09/04/2025) and 6,882 RSUs (09/05/2025). RSUs vest in full on the earlier of the one-year anniversary of the grant date or the next annual meeting, subject to service; pro rata vesting applies on termination.

Do the RSUs convert to common shares and at what ratio?

Yes. The filing states each Restricted Stock Unit represents a contingent right to receive one share of the issuer's common stock upon settlement.

What was the reporting person's beneficial ownership after the transactions?

After the 09/04/2025 transaction the Form lists 59,682 shares beneficially owned; the 09/05/2025 RSUs show 6,882 RSUs beneficially owned from that grant.

When was the Form 4 signed?

The Form 4 is signed by Barbara L. Whittaker on 09/08/2025.