[8-K] CarParts.com, Inc. Reports Material Event

Rhea-AI Filing Summary

CarParts.com, Inc. disclosed that on October 7, 2025 two directors, Henry Maier (Class I) and James Barnes (Class II), stepped down from the Board of Directors. The company says these departures were made under agreements with its strategic investors announced on September 9, 2025 and were not due to any disagreement with the company’s operations, policies, or practices. In response, the Board approved a reduction in its size from eight to six directors.

The filing references a press release dated October 8, 2025 furnished as Exhibit 99.1 for additional detail. No financial results, changes to management roles beyond committee resignations, or other material transactions were disclosed in this report.

Positive

• Departures disclosed transparently with an accompanying press release (Exhibit 99.1)
• Company states resignations were not due to disagreement, reducing apparent governance conflict risk

Negative

• Board size reduced from eight to six directors, which may concentrate voting power
• Committee memberships vacated (Nominating and Corporate Governance; Compensation), requiring reassignments

Insights

Corporate Governance Analyst

Board composition changed: two directors resigned and the board size was cut from eight to six.

Removing two directors and shrinking the board changes the governance makeup and voting dynamics; the filing notes committee departures (Nominating and Corporate Governance; Compensation) which will require reassignments or committee restructuring.

These changes followed agreements with strategic investors announced on September 9, 2025, and the company explicitly stated there was no disagreement on operations or policies. Monitor public disclosures and the furnished press release for any named replacements or committee assignments in the near term (weeks to months).

Investor Relations Specialist

Change is procedural and linked to investor agreements rather than operational dispute.

The filing frames the resignations as part of investor agreements, which can reflect negotiated governance adjustments by strategic stakeholders rather than adversarial exits. That framing reduces immediate regulatory or litigation risk described in the notice.

Investors should watch for the press release dated October 8, 2025 for details on governance changes and any announced director nominees or timing for board reconstitution over the next quarter.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report October 7, 2025

CARPARTS.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33264	68-0623433
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2050 W. 190th Street, Suite 400, Torrance, CA 90504

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (424) 702-1455

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PRTS	The NASDAQ Stock Market LLC (NASDAQ Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 7, 2025, Henry Maier and James Barnes stepped down from the Board of Directors (the "Board") of CarParts.com, Inc. (the "Company").  Mr. Maier also stepped down from the Nominating and Corporate Governance Committee and Mr. Barnes also stepped down from the Compensation Committee. Mr. Maier was a Class I director and Mr. Barnes was a Class II director. These departures were made in connection with agreements reached with the Company's strategic investors as announced on September 9, 2025, and were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In connection with these departures, the Board has approved a reduction in the size of the Board from eight to six directors.

Additional information regarding these changes is included in a press release issued by the Company on October 8, 2025, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 8, 2025 (furnished, not filed)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 8, 2025	CARPARTS.COM, INC.
	By:	/s/ Ryan Lockwood
	Name:	Ryan Lockwood
	Title:	Chief Financial Officer

FAQ

What changes did CarParts.com (PRTS) disclose in the October 7, 2025 8-K?

The company reported that Henry Maier and James Barnes resigned from the Board on October 7, 2025 and the Board approved reducing its size from eight to six directors.

Were the resignations due to disagreements with CarParts.com management?

The filing states the departures were not the result of any disagreement with the company on operations, policies, or practices.

Which board committees were affected by the resignations?

Mr. Maier stepped down from the Nominating and Corporate Governance Committee and Mr. Barnes stepped down from the Compensation Committee.

Is there additional detail beyond the 8-K about these governance changes?

Yes. The company furnished a press release dated October 8, 2025 as Exhibit 99.1 for additional information.

Were any replacements or new director appointments announced?

No replacements or new director appointments were disclosed in this 8-K.