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Motorcar Parts of America furnished an 8-K announcing it issued a press release with earnings for the fiscal quarter ended September 30, 2025.
The release is included as Exhibit 99.1 and dated November 10, 2025. The company states the information is furnished under Item 2.02 and is not deemed filed or incorporated by reference unless expressly stated.
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.
Motorcar Parts of America (MPAA) reporting officer David Sung received shares from performance-based stock units (PSUs) after a price-based vesting condition was met. On 09/24/2025 PSUs converted into 17,421 and 5,452 common shares from grants originally awarded in 2023 and 2025, respectively. A portion of shares (12,021) were sold at $17.41 to satisfy tax withholding, leaving 77,796 shares beneficially owned after the transactions. The PSUs vested because the company achieved the required 30-day trailing average closing price threshold.
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.
Selwyn Joffe, President, CEO & Chairman of Motorcar Parts of America, Inc. (MPAA), reported insider transactions dated 09/24/2025. Two groups of performance-based stock units (PSUs) vested after the company achieved a 30-trading-day average closing price threshold of $15, resulting in the conversion of 46,651 and 25,751 PSUs into common shares. Mr. Joffe received 72,402 shares in total and immediately used 27,912 shares to satisfy tax withholding at a reported price of $17.41, leaving him with 557,986 shares after the net disposition. The report shows both newly acquired shares from vested PSUs and a tax-related disposition; all transactions were filed on Form 4 with direct ownership indicated.
Glenn Burlingame, Vice President, General Counsel and Secretary of Motorcar Parts of America, reported transactions on Form 4 dated 09/24/2025 related to performance-based stock units (PSUs). A grant of 2,588 PSUs vested because the company achieved a 30-trading-day trailing average closing price of at least $15 ending 09/24/2025, converting into underlying common stock.
To satisfy tax withholding on the vested PSUs, 1,064 shares were disposed at a price of $17.41, leaving reported direct beneficial ownership figures shown on the form. The filing shows 2,588 shares reported in the non-derivative section and 5,176 shares reported in the derivative section as beneficially owned following the transactions.
Frederic Jack Liebau, Jr., a director of Motorcar Parts of America, Inc. (MPAA), reported multiple equity awards and shares acquired in early September 2025. The Form 4 shows non-derivative common stock additions on 09/04/2025 totaling 17,123 shares acquired across two codes (1,553 and 15,570), bringing his direct beneficial ownership to 24,123 shares after those transactions. The filing also reports derivative awards in the form of Restricted Stock Units (RSUs): a grant dated 09/04/2025 for 15,570 RSUs that were noted as vested on the grant date, and an additional 6,882 RSUs granted on 09/05/2025 that convert one-for-one into common shares upon vesting. The RSU award terms state vesting occurs on the earlier of one year after grant or the next annual meeting, subject to continued service, with pro rata vesting upon termination of service as described in the award agreement.
Insider grant and vesting summary: This Form 4 shows director David Bryan received restricted stock unit (RSU) awards and reported related share holdings in Motorcar Parts of America, Inc. (MPAA). On 09/04/2025 the filing records two non-derivative entries: 1,553 shares reported as acquired and 15,570 shares reported under code M, increasing reported beneficial ownership from 55,907 to 71,477 shares. Table II shows RSU awards: 15,570 RSUs granted 09/04/2025 (noted as subject to an exercisable window 09/06/2025–12/31/2025) and 6,882 RSUs granted 09/05/2025 that represent contingent rights to one share each. The explanatory note states the RSU grants vested in full on the grant date and clarifies vesting mechanics and pro rata treatment on termination. The transaction appears to be routine equity compensation to a director rather than a market sale.
Joseph Edwin Ferguson, a director of Motorcar Parts of America, Inc. (MPAA), received equity awards that increased his direct beneficial ownership. The filing shows non-derivative acquisitions of 1,553 and 15,570 shares (transactions reported 09/04/2025) and derivative awards in the form of Restricted Stock Units (RSUs) of 15,570 (reported 09/04/2025) and 6,882 (reported 09/05/2025). After the reported transactions, the form lists 62,731 shares beneficially owned by the reporting person on a direct basis. The RSU disclosure states each RSU converts to one share and describes vesting terms, including an immediate full vesting statement for the Grant Date and standard service-based vesting or pro rata vesting upon termination.
Philip Gay, a director of Motorcar Parts of America, Inc. (MPAA), reported grants and vesting of restricted stock units that increased his direct holdings. The Form 4 shows transactions dated 09/04/2025 and 09/05/2025. On 09/04/2025 Mr. Gay was credited with 15,570 RSUs (recorded in derivative table) and 1,553 shares were reported as acquired in the non-derivative table on that date; following those transactions his direct common stock holdings rose from 66,707 to 82,277 shares. An additional 6,882 RSUs were reported as acquired on 09/05/2025, representing rights to receive 6,882 shares upon vesting. The RSUs carry a $0.00 price and the filing states they vested in full on the grant date, with standard vesting terms described in the explanation.