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Motorcar Parts of America (MPAA) CEO receives major RSU and performance grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

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Negative

  • None.
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 shares (Direct); Performance-Vesting Restricted Stock Units — 133,977 shares (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).
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
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.

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

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.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/20/2026M51,501A(1)$0.00615,604D
Common Stock06/21/2026M14,931A(1)$0.00630,535D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0.0006/20/2026M51,501 (2)12/31/2028Common Stock51,501$0.00103,002D
Restricted Stock Units$0.0006/21/2026M14,931 (2)12/31/2027Common Stock14,931$0.0014,932D
Performance-Vesting Restricted Stock Units$0.0006/19/2026A133,977 (3)06/19/2029Common Stock133,977$0.00133,977D
Restricted Stock Units$0.0006/19/2026A133,977 (2)06/19/2029Common Stock133,977$0.00133,977D
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 Joffe06/23/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR