Motorcar Parts CEO awarded RSUs, exercises units

Motorcar Parts of America President, CEO & Chairman Selwyn Joffe reported compensation-related equity activity with no share sales.

Rhea-AI Filing Summary

Motorcar Parts of America President, CEO & Chairman Selwyn Joffe reported compensation-related equity activity with no share sales. On June 19, 2026, he received 133,977 Restricted Stock Units (RSUs) that vest in three equal annual installments from the grant date and 133,977 performance-vesting RSUs tied to shareholder return versus the Russell 3000 and specific share-price hurdles.

On June 20 and 21, 2026, he exercised RSUs into 51,501 and 14,931 shares of common stock, respectively. After these exercises, he directly owned 630,535 shares of common stock and retained derivative holdings, including 149,32 RSUs and 133,977 performance-vesting RSUs.

Insider Trade Summary

66,432 shares exercised/converted

Exercise 6 txns

Insider SELWYN JOFFE

Role President, CEO & Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	14,931	$0.00	$0.00
Exercise	Common Stock	14,931	$0.00	$0.00
Exercise	Restricted Stock Units	51,501	$0.00	$0.00
Exercise	Common Stock	51,501	$0.00	$0.00
Grant/Award	Performance-Vesting Restricted Stock Units	133,977	$0.00	$0.00
Grant/Award	Restricted Stock Units	133,977	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 251,911 contracts (Direct); Performance-Vesting Restricted Stock Units — 133,977 contracts (Direct); Common Stock — 630,535 shares (Direct)

Footnotes (3)

1. F1. Shares earned upon vesting of RSUs
2. F2. Vesting 1/3 each year for 3 years from grant date of June 19, 2026.
3. F3. One-half of these PSUs will vest if the Company achieves a total shareholder return relative to the Russell 3000 (excluding real estate and financial institutions and companies with a market capitalization of more than $600 million) measured on 19-Jun-2029. Another one-sixth of these PSUs will vest if the Company achieves a 30 trading-day trailing average market closing price ('PPS') of at least $16 during the three-year period ending on the earlier of 19-Jun-2029 and the date of consummation of a change in control (the 'Period'); another one-sixth of these PSUs will vest if the Company achieves a PPS during the Period of at least $18 during the Period; and the remaining one-sixth of these PSUs will vest if the PPS is equal to or greater than $19 as follows: 50% if the PPS equals $19, 100% if the PPS equals $20 and 150% if the PPS equals or exceeds $22 (if the PPS falls between these levels the vesting percentage will be determined using interpolation).

Key Figures

Time-based RSU grant: 133,977 units Performance-vesting RSU grant: 133,977 units RSUs exercised June 20, 2026: 51,501 shares +4 more

7 metrics

Time-based RSU grant 133,977 units Restricted Stock Units granted June 19, 2026

Performance-vesting RSU grant 133,977 units Performance-Vesting Restricted Stock Units granted June 19, 2026

RSUs exercised June 20, 2026 51,501 shares Common stock received from RSU exercise

RSUs exercised June 21, 2026 14,931 shares Common stock received from RSU exercise

Common shares held after June 21, 2026 630,535 shares Direct ownership following RSU exercises

Remaining RSUs after June 21, 2026 14,932 units Restricted Stock Units balance reported as of June 21, 2026

Performance price hurdle $16, $18, $19, $20, $22 Stock price levels governing PSU vesting through June 19, 2029

Key Terms

Restricted Stock Units, Performance-Vesting Restricted Stock Units, total shareholder return, Russell 3000, +1 more

5 terms

Restricted Stock Units financial

"Shares earned upon vesting of RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance-Vesting Restricted Stock Units financial

"Performance-Vesting Restricted Stock Units with underlying Common Stock"

Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.

total shareholder return financial

"Company achieves a total shareholder return relative to the Russell 3000"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

Russell 3000 financial

"relative to the Russell 3000 (excluding real estate and financial institutions"

A broad stock-market index made up of the roughly 3,000 largest publicly traded U.S. companies, ranked by their total market value. It serves as a wide “basket” of American stocks that reflects the overall performance of the U.S. equity market, so investors use it as a benchmark or to gain broad exposure through index funds and ETFs—similar to watching an economy-sized shopping cart to judge how an entire store is doing.

change in control financial

"during the three-year period ending on the earlier of 19-Jun-2029 and the date of consummation of a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did MPAA CEO Selwyn Joffe report on this Form 4?

Selwyn Joffe reported only equity awards and RSU exercises, with no share sales. He received new RSU and performance-vesting RSU grants and converted previously granted RSUs into common stock as part of his compensation, increasing his direct share ownership.

How many Restricted Stock Units were granted to MPAA CEO Selwyn Joffe?

He was granted 133,977 Restricted Stock Units and 133,977 performance-vesting Restricted Stock Units on June 19, 2026. The time-based RSUs vest in three equal annual installments, while the performance units depend on relative shareholder return and specified stock price hurdles through June 19, 2029.

What are the vesting terms for the new MPAA RSU award to Selwyn Joffe?

The 133,977 Restricted Stock Units vest one-third each year over three years from the June 19, 2026 grant date. This time-based schedule means full vesting by June 19, 2029, assuming continued service and satisfaction of the award’s standard conditions.

How do the performance-vesting RSUs for MPAA’s CEO work?

The 133,977 performance-vesting RSUs vest based on total shareholder return versus the Russell 3000 and share-price hurdles of $16, $18, $19, $20 and $22. Vesting outcomes are measured over a three-year period ending June 19, 2029 or an earlier change in control.

How many MPAA common shares does Selwyn Joffe own after these transactions?

Following the June 20 and 21, 2026 RSU exercises, Selwyn Joffe directly holds 630,535 shares of Motorcar Parts of America common stock. These shares reflect his increased equity stake from converting previously granted Restricted Stock Units into common shares.

Did the MPAA insider Form 4 show any stock sales or gifts by the CEO?

The Form 4 shows no stock sales, gifts, or tax-withholding dispositions by the CEO. All reported transactions are RSU grants and exercises or conversions, which are typical compensation-related events rather than open-market purchases or sales of common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 09:20 PM EDT Learn about SEC filing dates

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
Estimated average burden
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^*

SELWYN JOFFE

(Last) (First) (Middle)

2929 CALIFORNIA STREET

(Street)

TORRANCE CALIFORNIA 90503

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2026

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

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

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

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	06/20/2026		M		51,501	A(1)	$0.00	615,604	D
Common Stock	06/21/2026		M		14,931	A(1)	$0.00	630,535	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	06/20/2026		M			51,501	(2)	12/31/2028	Common Stock	51,501	$0.00	103,002	D
Restricted Stock Units	$0.00	06/21/2026		M			14,931	(2)	12/31/2027	Common Stock	14,931	$0.00	14,932	D
Performance-Vesting Restricted Stock Units	$0.00	06/19/2026		A		133,977		(3)	06/19/2029	Common Stock	133,977	$0.00	133,977	D
Restricted Stock Units	$0.00	06/19/2026		A		133,977		(2)	06/19/2029	Common Stock	133,977	$0.00	133,977	D

Explanation of Responses:

1. Shares earned upon vesting of RSUs

2. Vesting 1/3 each year for 3 years from grant date of June 19, 2026.

3. One-half of these PSUs will vest if the Company achieves a total shareholder return relative to the Russell 3000 (excluding real estate and financial institutions and companies with a market capitalization of more than $600 million) measured on 19-Jun-2029. Another one-sixth of these PSUs will vest if the Company achieves a 30 trading-day trailing average market closing price ('PPS') of at least $16 during the three-year period ending on the earlier of 19-Jun-2029 and the date of consummation of a change in control (the 'Period'); another one-sixth of these PSUs will vest if the Company achieves a PPS during the Period of at least $18 during the Period; and the remaining one-sixth of these PSUs will vest if the PPS is equal to or greater than $19 as follows: 50% if the PPS equals $19, 100% if the PPS equals $20 and 150% if the PPS equals or exceeds $22 (if the PPS falls between these levels the vesting percentage will be determined using interpolation).

Remarks:

	/s/ Selwyn Joffe	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)