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

Rhea-AI Filing Summary

Insider grant and vesting summary: This Form 4 shows director David Bryan received restricted stock unit (RSU) awards and reported related share holdings in Motorcar Parts of America, Inc. (MPAA). On 09/04/2025 the filing records two non-derivative entries: 1,553 shares reported as acquired and 15,570 shares reported under code M, increasing reported beneficial ownership from 55,907 to 71,477 shares. Table II shows RSU awards: 15,570 RSUs granted 09/04/2025 (noted as subject to an exercisable window 09/06/2025–12/31/2025) and 6,882 RSUs granted 09/05/2025 that represent contingent rights to one share each. The explanatory note states the RSU grants vested in full on the grant date and clarifies vesting mechanics and pro rata treatment on termination. The transaction appears to be routine equity compensation to a director rather than a market sale.

Positive

• Director received equity compensation in the form of RSUs, aligning his interests with shareholders
• RSU awards vested in full on grant date, making the beneficial ownership increase immediate and transparent

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director David Bryan received RSU grants that vested in full on the grant date, increasing his reported beneficial ownership to 71,477 shares.

The filing documents equity compensation activity typical for board members: awards of Restricted Stock Units totaling 22,452 RSUs (15,570 and 6,882) and additional reported shares (1,553) recorded on 09/04–09/05/2025. The issuer notes the RSUs convert one-for-one into common shares and that vesting occurred immediately on grant. From a governance perspective, immediate vesting is noteworthy because it accelerates the director's equity stake and voting/ownership profile. This is a routine disclosure under Section 16; there is no indication of sales, pledges, or other disposals in this filing.

Securities Compensation Analyst

TL;DR: Compensation-related issuance increased director holdings; the awards appear to be standard RSU grants that vested at grant.

The transaction codes and explanatory language indicate these entries are grant-related and not cash purchases. The RSUs are described as contingent rights to one share each, with vesting tied to service or the next annual meeting and pro rata treatment on termination, though here vesting occurred immediately. For investors, this raises minor dilution considerations because the RSUs convert into common stock, but the filing gives no information about total outstanding shares or percentage dilution, so material valuation impact cannot be assessed from this Form 4 alone.

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^*

Bryan David

(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	55,907	D
Common Stock	09/04/2025		M		15,570	A	$0.00	71,477	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/ David Bryan	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did MPAA director David Bryan disclose on Form 4?

He disclosed RSU grants and share acquisitions: 15,570 RSUs on 09/04/2025, 6,882 RSUs on 09/05/2025, and 1,553 common shares reported as acquired.

How did the director's beneficial ownership change in this filing?

Reported beneficial ownership rose from 55,907 to 71,477 shares after the reported transactions on 09/04/2025.

Did the RSUs vest immediately or are they time‑based?

The filing states the RSU grants vested in full on the grant date, though the award agreement describes normal vesting as the earlier of one year or the next annual meeting for future grants.

Do these transactions indicate a sale or purchase of MPAA stock?

No sales were reported; entries reflect awards/grants of RSUs and share acquisitions tied to compensation, not market sales.

How many RSUs were granted in total to the reporting person?

Total RSUs granted shown in this filing: 22,452 (15,570 + 6,882).