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

Rhea-AI Filing Summary

Juliet Lynn Stone, VP, General Counsel and Secretary of Motorcar Parts of America (MPAA), reported multiple insider transactions on June 20-21, 2025:

• Acquired 2,579 shares from vested RSUs and 2,839 shares from performance-based stock units on June 20
• Disposed of 1,930 shares at $9.76 for tax obligations
• Acquired 3,718 shares from RSUs on June 21
• Disposed of 1,297 shares at $9.76 for tax obligations
• Received new grants: 5,176 RSUs vesting over 3 years and 2,588 performance-based units tied to stock price targets ($15-$22)

Following these transactions, Stone holds 23,792 shares directly. The performance units will vest based on achieving specific stock price thresholds between $15-$22 during a three-year period ending June 20, 2028, with potential for 150% payout at the highest tier.

Positive

• Awarded new performance-based stock units (PSUs) with ambitious price targets up to $22/share, representing significant upside potential from current levels
• Granted 5,176 new Restricted Stock Units (RSUs) indicating continued long-term commitment to executive retention

Negative

• None.

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
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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^*

Stone Juliet Lynn

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Gen Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		M		2,579	A(1)	$0.00	20,462	D
Common Stock	06/20/2025		M		2,839	A(2)	$0.00	23,301	D
Common Stock	06/20/2025		F(3)		1,930	D	$9.76	21,371	D
Common Stock	06/21/2025		M		3,718	A	$0.00	25,089	D
Common Stock	06/21/2025		F(3)		1,297	D	$9.76	23,792	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	06/20/2025		M			2,579	(4)	12/31/2025	Common Stock	2,579	$0.00	0.00	D
Restricted Stock Units	$0.00	06/20/2025		A		5,176		(5)	12/31/2028	Common Stock	5,176	$0.00	5,176	D
Performance Based Stock Units	$0.00	06/20/2025		A		2,588		(6)	07/31/2028	Common Stock	2,588	$0.00	2,588	D
Restricted Stock Units	$0.00	06/21/2025		M			3,718	(7)	12/31/2027	Common Stock	3,718	$0.00	7,435	D

Explanation of Responses:

1. Shares earned upon vesting of RSUs

2. Shares earned under the performance based stock units granted on 20-Jun-2022

3. Used to pay taxes upon vesting of RSUs and PSUs.

4. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2022

5. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2025

6. One-third of these Performance Based Stock Units ('PSUs') will vest if the Company achieves a 30 trading-day trailing average market closing price ('Price Per Share') of at least $15 during the three-year period ending on the earlier of 20-Jun-2028 and the date of consummation of a change in control (the 'Performance Period'); another one-third of these PSUs will vest if the Company achieves a Price Per Share during the Performance Period of at least $17 during the Performance Period; and the remaining one-third of these PSUs will vest if the Price Per Share is equal to or greater than $18 as follows: 50% if the Price Per Share equals $18, 100% if the Price Per Share equals $20 and 150% if the Price Per Share equals or exceeds $22 (if the Price Per Share falls between these levels the vesting percentage will be determined using interpolation).

7. Vesting 1/3 each year for 3 years from grant date. beginning on 21-Jun-2024

Remarks:

	/s/ Juliet Lynn Stone	06/25/2025
	** 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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FAQ

What insider transactions did MPAA's VP and General Counsel Juliet Stone report on June 28, 2025?

On June 20-21, 2025, Juliet Stone acquired several stock awards and disposed of some shares: She received 2,579 and 2,839 shares from vested RSUs and PSUs, sold 1,930 shares at $9.76 for tax purposes, received another 3,718 shares, and sold 1,297 shares at $9.76 for taxes. She was also granted new RSUs for 5,176 shares and PSUs for 2,588 shares.

How many MPAA shares does Juliet Stone own after these transactions?

Following all reported transactions, Juliet Stone directly owns 23,792 shares of MPAA common stock. This final position reflects the various acquisitions through vested RSUs/PSUs and dispositions for tax purposes that occurred on June 20-21, 2025.

What are the vesting conditions for MPAA's new Performance Stock Units (PSUs) granted to Stone?

The new PSUs vest based on stock price targets over a 3-year period ending June 20, 2028: 1/3 vests at $15 stock price, 1/3 at $17, and the final 1/3 vests proportionally between $18-22 (50% at $18, 100% at $20, and 150% at $22 or higher), based on MPAA's 30-day trailing average closing price.

What is the vesting schedule for MPAA's new Restricted Stock Units granted to Stone?

The 5,176 new Restricted Stock Units (RSUs) granted to Stone on June 20, 2025, will vest in three equal annual installments over three years, with vesting beginning on June 20, 2025, and continuing through December 31, 2028.