CarParts.com (NASDAQ: PRTS) 1-for-10 reverse stock split effective May 26
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CarParts.com, Inc. is implementing a 1‑for‑10 reverse stock split of its common stock, effective at 11:59 pm Eastern Time on May 25, 2026. Trading on a split‑adjusted basis on the Nasdaq Capital Market will begin on May 26, 2026 under the symbol PRTS.
Every ten issued and outstanding shares will be automatically combined into one share, with fractional share positions rounded up to the next whole share. The company expects approximately 8,057,806 shares of common stock to be issued and outstanding immediately after the split, without changing stockholder percentage ownership or modifying common stock rights.
All outstanding stock options, convertible notes and other securities will be proportionally adjusted according to their terms. The common shares will trade under a new CUSIP number, 14427M206, and Computershare Limited will act as exchange agent, while shares held through brokers will be adjusted automatically.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 3.03, 5.03, 9.01
3 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Reverse split ratio: 1-for-10
Post-split shares outstanding: 8,057,806 shares
Effective time: 11:59 pm ET on May 25, 2026
+3 more
6 metrics
Reverse split ratio
1-for-10
Approved by board and implemented for common stock
Post-split shares outstanding
8,057,806 shares
Immediately after reverse stock split effectiveness
Effective time
11:59 pm ET on May 25, 2026
Reverse stock split effectiveness
Split-adjusted trading date
May 26, 2026
First trading day on split-adjusted basis on Nasdaq
New CUSIP
14427M206
Common shares after reverse stock split
Approved split range
1-for-5 to 1-for-20
Range authorized by stockholders at 2026 Annual Meeting
Key Terms
Reverse Stock Split, Certificate of Amendment, Nasdaq Capital Market, CUSIP, +1 more
5 terms
Reverse Stock Split financial
"the Company’s stockholders approved the implementation of a reverse stock split"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Certificate of Amendment regulatory
"a form of certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Nasdaq Capital Market financial
"will begin trading on a split-adjusted basis on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
CUSIP financial
"The common shares will trade under a new CUSIP number, 14427M206"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
exchange agent financial
"The Company has appointed its transfer agent, Computershare Limited, to act as exchange agent"
An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.
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 (Date of earliest event reported) May 21, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation)
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File Number)
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(IRS Employer
Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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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 3.03 - Material Modification to Rights of Security Holders
As previously disclosed, on May 11, 2026, at the 2026 Annual Meeting of Stockholders of CarParts.com, Inc. (the “Company”), the Company’s
stockholders approved the implementation of a reverse stock split at a ratio of not less than 1‑for‑5 and not greater than 1‑for‑20 with such reverse stock split to be effected at such time and date, as determined by the Company’s board of
directors in its sole discretion (the “Reverse Stock Split”) and a form of certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.
On May 11, 2026 the Company’s board of directors approved the implementation of the Reverse Stock Split at a ratio of 1-for-10 and on May 21, 2026,
the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, which will be effective at 11:59 pm Eastern Time on May 25, 2026. The Company’s shares of common stock, par value $0.001 per share, will begin
trading on a split-adjusted basis on the Nasdaq Capital Market commencing upon market open on May 26, 2026. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is
qualified in its entirety by reference to the full text of the Certificate of Amendment.
As a result of the Reverse Stock Split, every ten (10) shares of the Company’s issued and outstanding common stock will be automatically combined and
converted into one (1) issued and outstanding share of common stock. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and, except for adjustments resulting from the treatment of fractional shares, will not affect any
stockholder’s percentage ownership interests in the Company. The Company will not issue any fractional shares in connection with the Reverse Split. Instead, the number of shares will be rounded up to the next whole number. The Reverse Stock Split
will not modify the rights or preferences of the common stock.
Immediately after the Reverse Stock Split becomes effective, there will be approximately 8,057,806 shares of common stock issued and outstanding. The
common shares will trade under a new CUSIP number, 14427M206, effective May 26, 2026, and continue to trade under the symbol “PRTS.” All stock options, convertible notes and other securities of the Company outstanding immediately prior to the
Reverse Stock Split will be proportionally adjusted, in accordance with their terms.
The Company has appointed its transfer agent, Computershare Limited, to act as exchange agent for the Reverse Stock Split. Stockholders owning shares
via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not be required to take further action in connection with the Reverse Stock Split, subject to brokers’ particular
processes.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
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Financial Statements and Exhibits.
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Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to Second Amended and Restated Certificate of Incorporation
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104
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Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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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.
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Dated: May 21, 2026
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CARPARTS.COM, INC.
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By:
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/s/ Mark DiSiena
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Name:
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Mark DiSiena
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Title:
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Interim Chief Financial Officer
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FAQ
What reverse stock split did CarParts.com (PRTS) approve in this 8-K?
CarParts.com approved and implemented a 1-for-10 reverse stock split of its common stock. Every ten existing shares will be combined into one share, reducing the share count while keeping each stockholder’s percentage ownership unchanged, except for rounding of fractional shares.
When does the CarParts.com (PRTS) reverse stock split become effective?
The reverse stock split becomes effective at 11:59 pm Eastern Time on May 25, 2026. CarParts.com’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market when the market opens on May 26, 2026.
Will the CarParts.com (PRTS) stock symbol or CUSIP change after the reverse split?
The trading symbol will remain PRTS on the Nasdaq Capital Market. However, the common stock will begin trading under a new CUSIP number, 14427M206, effective May 26, 2026, reflecting the reverse stock split.
How are CarParts.com (PRTS) options and convertible securities affected by the reverse split?
All outstanding stock options, convertible notes and other securities of CarParts.com will be proportionally adjusted in accordance with their terms. This keeps the economic value of these instruments consistent with the new share structure after the 1-for-10 split.