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

Rhea-AI Filing Summary

Kamlesh Shah, Chief Accounting Officer of Motorcar Parts of America, reported Section 16 transactions dated 09/24/2025 that reflect vesting of performance-based stock units (PSUs) and a sale to cover taxes. Two PSU awards vested: 8,710 shares from a 2023 grant and 1,941 shares from a 2025 grant after the company achieved a 30-trading-day trailing average closing price of at least $15. To satisfy tax withholding on the vesting event, 3,812 shares were disposed of at $17.41 per share. Following these transactions, the reporting person beneficially owns 34,509 shares. The Form 4 was signed on 09/26/2025.

Positive

• Performance-based compensation vested after meeting the specified $15 30-day trailing average trigger
• Net beneficial ownership increased for the reporting officer after vesting (total vested 10,651 PSUs)

Negative

• 3,812 shares were disposed to satisfy tax withholding, reducing the incremental ownership from the vesting event
• Form 4 indicates insider activity, which some investors may view as a short-term liquidity event despite its tax-driven nature

Insights

Securities Analyst

TL;DR: Compensation-related PSUs vested and a portion of shares were sold to cover taxes; this is a routine insider compensation event with limited market impact.

The transactions are compensation-driven rather than a discretionary open-market sale. The vesting of 10,651 total PSUs (8,710 + 1,941) reflects achievement of a specified market-price vesting condition ($15 30-day trailing average). The subsequent disposition of 3,812 shares to satisfy tax obligations at $17.41 per share is common practice and reduces immediate incremental selling pressure compared with an outright cash-motivated sale. Net increase in beneficial ownership is material at the officer level but small relative to company-wide share counts (not provided).

Corporate Governance Expert

TL;DR: Vesting tied to a clear performance trigger; insider sold shares only to cover tax withholding, indicating standard executive compensation mechanics.

The filing documents performance-based vesting conditions and a tax-withholding disposition rather than opportunistic selling. That supports alignment of management incentives with shareholder value when PSUs vest on price-based metrics. No indication of unusual timing, loans, or related-party transfers. Documentation is complete with dates, amounts, and price for the disposition, which complies with disclosure norms.

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).

1. Name and Address of Reporting Person^*

Shah Kamlesh

(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)
	Chief Accounting Officer

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		8,710(1)	A	$0	36,380	D
Common Stock	09/24/2025		M		1,941(2)	A	$0	38,321	D
Common Stock	09/24/2025		F		3,812(3)	D	$17.41	34,509	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			8,710	(4)	06/30/2026	Common Stock	8,710	$0	8,711	D
Performance Based Stock Units	$0	09/24/2025		M			1,941	(4)	07/31/2028	Common Stock	1,941	$0	3,882	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/ Kamlesh Shah	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.
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FAQ

What transactions did MPAA insider Kamlesh Shah report on Form 4?

The filing reports vesting of 8,710 PSUs from 2023 and 1,941 PSUs from 2025 on 09/24/2025, and a disposition of 3,812 shares at $17.41 to cover taxes.

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

How many MPAA shares does Kamlesh Shah beneficially own after the reported transactions?

Following the reported transactions, Kamlesh Shah beneficially owns 34,509 shares.

At what price were shares disposed to cover taxes in the MPAA Form 4?

The disposition to cover taxes was reported at a price of $17.41 per share.

When was the Form 4 for MPAA signed and filed?

The signature on the Form 4 is dated 09/26/2025.