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

Rhea-AI Filing Summary

Philip Gay, a director of Motorcar Parts of America, Inc. (MPAA), reported grants and vesting of restricted stock units that increased his direct holdings. The Form 4 shows transactions dated 09/04/2025 and 09/05/2025. On 09/04/2025 Mr. Gay was credited with 15,570 RSUs (recorded in derivative table) and 1,553 shares were reported as acquired in the non-derivative table on that date; following those transactions his direct common stock holdings rose from 66,707 to 82,277 shares. An additional 6,882 RSUs were reported as acquired on 09/05/2025, representing rights to receive 6,882 shares upon vesting. The RSUs carry a $0.00 price and the filing states they vested in full on the grant date, with standard vesting terms described in the explanation.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation converted to equity; increases insider ownership without disclosed cash cost.

The Form 4 documents director Philip Gay receiving restricted stock units and related common shares on 09/04/2025 and 09/05/2025, increasing his direct holdings to 82,277 shares. The filing notes the RSUs were granted at a $0.00 price and vested in full on the grant date. From a governance perspective, immediate vesting is notable and should be reviewed against company policy and peer practices, but the filing itself shows a standard equity-based compensation event rather than an unusual related-party transaction.

Compensation Analyst

TL;DR: Equity awards converted into shares, increasing direct ownership; appears to be routine director RSU compensation.

The entries indicate 15,570 RSUs recorded on 09/04/2025 and 6,882 RSUs on 09/05/2025, plus a non-derivative acquisition of 1,553 shares on 09/04/2025, yielding a post-transaction holding of 82,277 shares. The RSUs are described as representing one share each and vest on the earlier of one year after grant or the next annual meeting, with pro rata vesting on termination. This is consistent with routine director equity awards; the $0.00 price indicates no cash outlay by the director.

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^*

Gay Philip

(Last) (First) (Middle)

C/O MOTORCAR PARTS OF AMERICA, INC.

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	66,707	D
Common Stock	09/04/2025		M		15,570	A	$0.00	82,277	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/ Philip Gay	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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