Motorcar Parts (MPAA) Form 4: Director RSU Grant and Vesting Detailed

Rhea-AI Filing Summary

Patricia W. Warfield, a director of Motorcar Parts of America, Inc. (MPAA), received Restricted Stock Unit (RSU) awards that vested on the grant date. The Form 4 shows RSU grants dated September 4 and September 5, 2025 totaling 22,452 RSUs (15,570 and 6,882). The filing reports an additional 1,553 shares acquired on September 4, 2025, and shows Ms. Warfield beneficially owning 38,297 shares following the reported transactions. The RSUs represent contingent rights to receive one share of common stock each and are described as vesting in full on the earlier of the one-year anniversary of the grant date or the next annual meeting, with pro rata vesting on termination as provided in the award agreement.

The transactions are disclosed as routine equity compensation to a director; no cash consideration was paid per the form and the RSUs had a $0.00 conversion/exercise price as reported. The filing does not state any change in Ms. Warfield’s role or other material corporate actions.

Positive

• Director alignment: Ms. Warfield received 22,452 RSUs which vest to align her interests with shareholders.
• Increased beneficial ownership: Beneficial ownership reported at 38,297 shares after the transactions.
• No cash consideration: Reported transactions show $0.00 price, indicating equity was granted rather than purchased.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received vested RSUs increasing her beneficial stake to 38,297 shares; routine equity compensation disclosure.

The Form 4 documents standard director compensation via restricted stock units that vested on grant. Total RSUs granted and vested amount to 22,452 units, plus an indicated acquisition of 1,553 shares, producing a reported beneficial ownership of 38,297 shares. From a governance perspective, this is a routine disclosure supporting alignment of director and shareholder interests. The filing contains no suggestion of accelerated or change-in-control vesting beyond the award agreement language and does not disclose cash payments, derivative hedging, or secondary sales. Impact on share count and potential dilution is not provided here.

Securities Compliance Analyst

TL;DR: Filing appears compliant and timely for Section 16 reporting of RSU grants and vested shares by an insider.

The Form 4 includes transaction codes and dates, specifies the nature of the awards, and contains an explanatory remark indicating vesting and the one-year/annual-meeting vesting condition. Signatures and dates are present. For compliance monitoring, the filing shows grants on 09/04/2025 and 09/05/2025 with vesting in full on grant date; no amendments or unexplained late disclosures are evident in the provided text. No material omissions are apparent within the scope of this form’s subject matter.

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

X

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^*

Warfield Patricia W

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2025

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	09/04/2025		A(1)		1,553	A	$0.00	22,727	D
Common Stock	09/04/2025		M		15,570	A	$0.00	38,297	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	09/04/2025		M			15,570	09/04/2025	12/31/2025	Common Stock	15,570	$0.00	0.00	D
Restricted Stock Units	$0.00	09/05/2025		A		6,882		(2)	(2)	Common Stock	6,882	$0.00	6,882	D

Explanation of Responses:

1. Represents a grant of Restricted Stock Units (RSU). The number of RSUs granted to the Reporting Person together with the number of RSUs granted to the Reporting Person on September 6 2024, constitute the number of RSUs that should have been granted to the Reporting Person on September 6 2024. The RSUs vested in full on the Grant Date.

2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuers Common Stock. The RSUs vest in full on the earlier to occur of (i) the one-year anniversary of the Grant Date and (ii) the date of the next annual meeting of the Issuers stockholders following the Grant Date, subject to continued service through the applicable vesting date; provided, that, the RSUs shall vest upon a termination of service in a pro rata amount in accordance with the award agreement..

Remarks:

	/s/ Patricia Warfield	09/08/2025
	** 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 transactions did Patricia Warfield report on Form 4 for MPAA?

The filing reports RSU grants dated 09/04/2025 and 09/05/2025 totaling 22,452 RSUs and an acquisition of 1,553 shares on 09/04/2025.

How many shares does Patricia Warfield beneficially own after the reported transactions?

The Form 4 shows Ms. Warfield beneficially owning 38,297 shares following the reported transactions.

Did the RSUs vest immediately or are they subject to future vesting conditions?

The filing states the RSUs "vest in full on the Grant Date," and notes vesting is otherwise tied to the earlier of the one-year anniversary or the next annual meeting per the award agreement.

Was any cash paid for the reported RSUs or shares?

No. The transactions reported a price of $0.00 for the RSUs and share acquisitions.

What is the reporting person’s relationship to MPAA?

Patricia W. Warfield is disclosed as a Director of Motorcar Parts of America, Inc.