[Form 4] MOTORCAR PARTS OF AMERICA INC Insider Trading Activity

Rhea-AI Filing Summary

Selwyn Joffe, President, CEO & Chairman of Motorcar Parts of America, Inc. (MPAA), reported insider transactions dated 09/24/2025. Two groups of performance-based stock units (PSUs) vested after the company achieved a 30-trading-day average closing price threshold of $15, resulting in the conversion of 46,651 and 25,751 PSUs into common shares. Mr. Joffe received 72,402 shares in total and immediately used 27,912 shares to satisfy tax withholding at a reported price of $17.41, leaving him with 557,986 shares after the net disposition. The report shows both newly acquired shares from vested PSUs and a tax-related disposition; all transactions were filed on Form 4 with direct ownership indicated.

Positive

• PSUs vested after meeting a clear market-price performance threshold, converting to 72,402 common shares
• Substantial remaining ownership: reporting person retains 557,986 shares after tax-related disposition, maintaining aligned leadership ownership
• Vesting tied to performance (30-trading-day average of at least $15) aligns executive compensation with shareholder value

Negative

• 27,912 shares were disposed at $17.41 to satisfy tax withholding, reducing the reporting person’s immediate share count

Insights

Corporate Governance Expert

TL;DR: CEO Selwyn Joffe received vested PSUs after a market-price threshold was met and sold shares solely to cover taxes; ownership remains substantial.

The filing documents outcome-based vesting tied to a 30-trading-day average price hurdle, demonstrating compensation alignment with shareholder value targets. Conversion of PSUs into 72,402 common shares reflects realized compensation rather than open-market opportunistic selling. The disposal of 27,912 shares at $17.41 was performed to satisfy tax obligations, a common practice that does not indicate a change in strategic ownership. Direct beneficial ownership remains material at 557,986 shares, preserving governance continuity. No unusual option exercise pricing or extraordinary transfers are disclosed.

Securities Analyst

TL;DR: Vested PSUs increased the CEO's stake while a portion was surrendered for taxes; transaction is operationally routine and not a liquidity signal.

From an investor-impact perspective, the transactions are administrative consequences of PSU vesting tied to a price milestone ($15 30-day trailing average). The exercised/vested shares carry no cash purchase price for the CEO and the tax-related disposition at $17.41 reduced shares on hand but left a large remaining stake. There is no indication of derivative dilution beyond the reported vesting conversions. Overall, this Form 4 is neutral for immediate valuation implications.

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).

1. Name and Address of Reporting Person^*

SELWYN JOFFE

(Last) (First) (Middle)

2929 CALIFORNIA STREET

(Street)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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	09/24/2025		M		46,651(1)	A	$0	560,147	D
Common Stock	09/24/2025		M		25,751(2)	A	$0	585,898	D
Common Stock	09/24/2025		F		27,912(3)	D	$17.41	557,986	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
Performance Based Stock Unit	$0	09/24/2025		M			46,651	(4)	06/30/2026	Common Stock	46,651	$0	46,651	D
Performance Based Stock Units	$0	09/24/2025		M			25,751	(4)	07/31/2028	Common Stock	25,751	$0	51,501	D

Explanation of Responses:

1. Shares earned under the performance based stock units (PSUs) granted on June 19, 2023.

2. Shares earned under the PSUs granted on June 20, 2025.

3. Used to pay taxes upon vesting of PSUs.

4. These PSUs vested based on the Company achieving a 30 trading-day trailing average market closing price of at least $15 per share for the 30 trading-day period that ended on September 24, 2025.

	/s/ Selwyn Joffe	09/26/2025
	** 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 insider activity did Selwyn Joffe report on Form 4 for MPAA?

The report shows vesting and conversion of 72,402 PSUs into common stock on 09/24/2025, and a disposition of 27,912 shares at $17.41 to cover taxes.

Why did the PSUs vest for MPAA’s CEO on 09/24/2025?

The PSUs vested because the company achieved a 30-trading-day trailing average closing price of at least $15 for the period ending 09/24/2025.

How many shares does Selwyn Joffe beneficially own after these transactions?

Following the reported transactions, Mr. Joffe beneficially owns 557,986 common shares according to the Form 4.

Were any shares purchased by the reporting person in these transactions?

No cash purchases are reported; the filings reflect PSU vesting/conversion (codes M) and a disposition for tax withholding (code F) at $17.41.

Do these transactions indicate an executive departure or change in role?

The Form 4 lists Mr. Joffe as Director, President, CEO & Chairman; no leadership departure or role change is reported in this filing.