MPAA CFO Gets Performance-Based Stock Package Tied to Share Price Goals

Rhea-AI Filing Summary

David Lee, CFO of Motorcar Parts of America (MPAA), reported multiple transactions on June 20-21, 2025:

Key Transaction Details:

• Acquired 8,737 shares through vesting of RSUs and PSUs on June 20
• Disposed of 4,579 shares at $9.76 for tax obligations
• Acquired 5,576 shares through RSU vesting on June 21
• Disposed of 2,931 shares at $9.76 for tax obligations
• Received new grants: 32,712 RSUs vesting over 3 years and 16,356 PSUs with performance targets

The PSUs have performance conditions tied to stock price targets: $15, $17, and $18-22 per share over a three-year period ending June 2028. Following all transactions, Lee directly owns 54,923 shares. The new equity grants demonstrate long-term retention strategy and align executive compensation with shareholder value creation.

Positive

• CFO David Lee received significant new equity grants: 32,712 RSUs and 16,356 performance-based stock units with ambitious price targets up to $22/share
• Performance-based stock units (PSUs) have clear value-creation targets, with vesting tied to share price achievements of $15, $17, and $18-22, aligning management incentives with shareholder interests

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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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).

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^*

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)
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		4,159	A(1)	$0.00	52,279	D
Common Stock	06/20/2025		M		4,578	A(2)	$0.00	56,857	D
Common Stock	06/20/2025		F(3)		4,579	D	$9.76	52,278	D
Common Stock	06/21/2025		M		5,576	A	$0.00	57,854	D
Common Stock	06/21/2025		F(3)		2,931	D	$9.76	54,923	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			4,159	(4)	12/31/2025	Common Stock	4,159	$0.00	0.00	D
Restricted Stock Units	$0.00	06/20/2025		A		32,712		(5)	12/31/2028	Common Stock	32,712	$0.00	32,712	D
Performance Based Stock Units	$0.00	06/20/2025		A		16,356		(6)	07/31/2028	Common Stock	16,356	$0.00	16,356	D
Restricted Stock Units	$0.00	06/21/2025		M			5,576	(7)	12/31/2027	Common Stock	5,576	$0.00	17,780	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/ David Lee	06/24/2025
	** 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 CFO David Lee report on June 28, 2025?

On June 20-21, 2025, CFO David Lee had multiple transactions: He acquired 4,159 shares from vested RSUs and 4,578 shares from PSUs on June 20. He then sold 4,579 shares at $9.76 for tax purposes. On June 21, he acquired 5,576 shares from RSUs and sold 2,931 shares at $9.76 for taxes. After these transactions, Lee owned 54,923 shares directly.

How many new RSUs and PSUs were granted to MPAA's CFO in June 2025?

On June 20, 2025, CFO David Lee was granted 32,712 new Restricted Stock Units (RSUs) that vest over 3 years through December 31, 2028, and 16,356 new Performance Based Stock Units (PSUs) that vest based on stock price targets through July 31, 2028.

What are the stock price targets for MPAA's new PSU grants to the CFO?

The PSUs vest in three tranches based on MPAA's 30-day average stock price: 1/3 vests at $15 per share, 1/3 at $17 per share, and 1/3 at $18-22 per share (with 50% vesting at $18, 100% at $20, and 150% at $22 or higher, with interpolation between these levels). These targets must be achieved by June 20, 2028.

How many MPAA shares does CFO David Lee own after the June 2025 transactions?

Following all reported transactions on June 20-21, 2025, CFO David Lee directly owned 54,923 shares of MPAA common stock. Additionally, he holds 32,712 unvested RSUs and 16,356 unvested PSUs that could convert to shares based on vesting schedules and performance targets.