Motorcar Parts (MPAA) Insider File: PSUs Vest, 4,465 Shares Surrendered for Taxes

Rhea-AI Filing Summary

Juliet Lynn Stone, Vice President, General Counsel and Secretary of Motorcar Parts of America, reported changes in her beneficial ownership on Form 4. On 09/24/2025, performance-based stock units (PSUs) vested after the company reached a 30-trading-day trailing average closing price threshold of $15, resulting in 11,615 shares issued from the 06/19/2023 PSU grant and 863 shares issued from the 06/20/2025 PSU grant. To cover tax withholding on the vested PSUs, 4,465 shares were surrendered at a price of $17.41 per share. After these transactions, Stone beneficially owned 31,805 shares (following the $17.41 disposal) and 36,720 shares in another reported line, per the filing.

Positive

• Performance condition achieved: PSUs vested after meeting the $15 30-day trailing average threshold, indicating a contracted performance outcome was met
• Increased insider alignment: Vesting converted equity awards into common stock, increasing the reporting insider's direct holdings

Negative

• Surrendered shares for taxes: 4,465 shares were disposed of to pay taxes upon vesting, reducing the net incremental shares retained
• Recorded disposal at market price: The filing shows a disposal at $17.41, which reduced beneficial ownership compared with gross vesting proceeds

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation vesting tied to a clear market-price performance metric; tax-related share surrender is common.

The filing shows PSUs vested because the company met the specified $15 30-day trailing average threshold ending 09/24/2025. This is a straightforward outcome of a pre-set performance condition and aligns executive pay with share-price performance. The surrender of 4,465 shares to satisfy tax withholding is a normal administrative step and does not indicate discretionary insider selling beyond required withholding. The disclosure is timely and consistent with standard equity compensation practices.

Securities Analyst

TL;DR: Transactions show earned equity converted to shares and partial surrender for taxes; overall insider stake remains disclosed.

The report quantifies the vesting: 11,615 shares from 2023 PSUs and 863 from 2025 PSUs, with 4,465 shares surrendered at $17.41 to cover taxes. These entries increase publicly reported insider holdings while reflecting routine tax-withholding mechanics. No open-market discretionary sales or purchases are reported here beyond the tax-related disposition. For investors, the key takeaway is the conversion of performance awards into common stock under an explicit market-price condition.

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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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^*

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)
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		11,615(1)	A	$0	35,407	D
Common Stock	09/24/2025		M		863(2)	A	$0	36,720	D
Common Stock	09/24/2025		F		4,465(3)	D	$17.41	31,805	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			11,615	(4)	06/30/2026	Common Stock	11,615	$0	11,614	D
Performance Based Stock Units	$0	09/24/2025		M			863	(4)	07/31/2028	Common Stock	863	$0	1,725	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/ Juliet Lynn Stone	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 did MPAA insider Juliet Lynn Stone report on Form 4?

The filing reports that PSUs vested on 09/24/2025, resulting in 11,615 shares from the 06/19/2023 grant and 863 shares from the 06/20/2025 grant, with 4,465 shares surrendered to pay taxes.

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

The PSUs vested because the company achieved a 30 trading-day trailing average market closing price of at least $15 per share for the period ending 09/24/2025, as stated in the filing.

How many shares did the insider own after the reported transactions?

Following the reported transactions, the filing shows beneficial ownership figures of 31,805 shares in one line and 36,720 shares in another line, reflecting the positions reported after vesting and the tax-related surrender.

What was the price at which shares were disposed to cover taxes?

The filing lists a disposal of 4,465 shares at a price of $17.41 per share to satisfy tax withholding upon vesting.

Does this Form 4 show any open-market purchases or discretionary sales by the insider?

No. The transactions reported are vesting of PSUs and a share surrender to pay taxes; there are no open-market purchases or discretionary sales disclosed in this filing.