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MPAA insider report: PSUs convert to shares, tax-sale of 12,021 shares at $17.41

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Motorcar Parts of America (MPAA) reporting officer David Sung received shares from performance-based stock units (PSUs) after a price-based vesting condition was met. On 09/24/2025 PSUs converted into 17,421 and 5,452 common shares from grants originally awarded in 2023 and 2025, respectively. A portion of shares (12,021) were sold at $17.41 to satisfy tax withholding, leaving 77,796 shares beneficially owned after the transactions. The PSUs vested because the company achieved the required 30-day trailing average closing price threshold.

Positive

  • Performance-based vesting occurred, indicating the company met the PSU market-price threshold that aligns pay with share performance
  • Transparency in reporting conversion and tax-related disposition, increasing disclosure clarity

Negative

  • Tax-related sale of 12,021 shares reduced the immediate economic stake from the vesting event

Insights

TL;DR: Insider PSU vesting reflects achievement of a market-price performance trigger; modest tax-related disposition occurred.

The reported transactions show performance-based awards converting to common shares after MPAA met a specified market-price threshold. The officer acquired 22,873 shares via vested PSUs and sold 12,021 shares to cover tax obligations, leaving an increased direct holding. This is a routine compensation-related event rather than a change in operational performance or capital structure, and it provides limited new information about company fundamentals.

TL;DR: Vesting tied to market-price target indicates pay-for-performance design; tax-sale is administrative and common.

PSUs that vest on achieving a 30-day trailing average price demonstrate a governance choice to align executive pay with sustained share-price performance. The filing documents conversion and a tax-related disposition, both disclosed transparently. No compensatory acceleration, option repricing, or unusual transfer is indicated in the form.

Insider Lee David Sung
Role CFO
Type Security Shares Price Value
Exercise Performance Based Stock Unit 17,421 $0.00 $0.00
Exercise Performance Based Stock Units 5,452 $0.00 $0.00
Exercise Common Stock 17,421 $0.00 $0.00
Exercise Common Stock 5,452 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 12,021 $17.41 $209K
Holdings After Transaction: Performance Based Stock Unit — 17,422 shares (Direct); Performance Based Stock Units — 10,904 shares (Direct); Common Stock — 65,775 shares (Direct)
Footnotes (4)
  1. F1. Shares earned under the performance based stock units (PSUs) granted on June 19, 2023.
  2. F2. Shares earned under the PSUs granted on June 20, 2025.
  3. F3. Used to pay taxes upon vesting of PSUs.
  4. F4. 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.

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

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FAQ

Why were some MPAA shares sold after the PSU vesting?
A total of 12,021 shares were disposed of to satisfy tax withholding obligations at a sale price of $17.41 per share.

How many MPAA shares does the reporting person own after these transactions?
The reporting person beneficially owned 77,796 shares following the reported transactions.

What vesting condition caused the PSUs to convert for MPAA?
The PSUs vested because the company achieved a 30 trading-day trailing average closing price of at least $15 per share for the relevant 30-day period ending on 09/24/2025.
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*
Lee David Sung
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
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 17,421(1) A $0 72,344 D
Common Stock 09/24/2025 M 5,452(2) A $0 77,796 D
Common Stock 09/24/2025 F 12,021(3) D $17.41 65,775 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 17,421 (4) 06/30/2026 Common Stock 17,421 $0 17,422 D
Performance Based Stock Units $0 09/24/2025 M 5,452 (4) 07/31/2028 Common Stock 5,452 $0 10,904 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/ David Lee 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.

Source: View Original Filing on SEC EDGAR