カーパーツドットコムの適時開示・その他

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

EX-99.1 2 ef20056783_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

CarParts.com Announces Board Transitions Following Strategic Investment

LOS ANGELES, October 8, 2025 /PRNewswire/ -- CarParts.com, Inc. (NASDAQ: PRTS), a leading e-commerce provider of automotive parts and accessories, today announced board transitions following its recently completed strategic investment from ZongTeng Group, a world-class distribution and logistics powerhouse, A-Premium, a recognized global leader in mechanical parts procurement, marketing and e-commerce, and CDH Investments, a highly respected asset manager.

In connection with the strategic investment, Henry Maier and James Barnes have decided to step down from the Company's Board of Directors, effective October 7, 2025.

The strategic investors have designated Thomas Yunlong Man and Na "Mina" He as board observers. Mr. Man brings extensive cross-border M&A and corporate transaction experience from his 17-year career as a partner with leading international law firms including Baker & McKenzie, Orrick, Hogan Lovells, and Morrison & Foerster. He was recognized as a "Leading Lawyer" in M&A and Project Finance by International Financial Law Review. Mr. Man holds a J.D. from Indiana University Maurer School of Law and a Ph.D. in American Constitutional History from Johns Hopkins University, and currently serves as Professor from Practice at Peking University School of Transnational Law.

Ms. He currently serves as Investment Manager at Fujian Zongteng Network Co., Ltd., where she leads industrial investment projects and post-investment management. She previously worked as an Investment Analyst at a dual-listed (US/Hong Kong) group company, focusing on cross-border investment analysis and due diligence. Ms. He holds a Master's in Economics and dual Bachelor's in Accounting from Huazhong University of Science and Technology and is a CFA Level III candidate.

"Henry and Jim have been exceptional board members who made significant contributions during a pivotal time in CarParts.com's evolution," said Barry Phelps, Chairman of the Board. "Their expertise, dedication, and strategic counsel have been instrumental in building the foundation for our future growth. On behalf of the entire Board, we thank them for their outstanding service and wish them well in their future endeavors."

"We welcome Thomas and Mina as board observers and look forward to benefiting from their considerable expertise," said David Meniane, CEO of CarParts.com.

Following these changes, the CarParts.com Board will consist of six directors.

About CarParts.com, Inc. CarParts.com, Inc. is a technology-led ecommerce company offering over 1 million quality automotive parts and accessories. Operating for over 25 years, CarParts.com has established itself as a premier destination for drivers seeking repair, maintenance, and upgrade solutions. Taking a customer-first approach, we deliver a seamless, mobile-friendly shopping experience across our website and app. With a commitment to delivering exceptional value backed by our nationwide, company-operated distribution network, fast shipping and experienced customer service team, CarParts.com aims to eliminate the uncertainty and stress often associated with vehicle maintenance and repair. The company operates CarParts.com and a portfolio of private-label and marketplace brands, including CarParts Wholesale, JC Whitney, Garage-Pro, Evan Fischer, and more.

CarParts.com is headquartered in Torrance, California.

Investor Relations Contact:
Ryan Lockwood
Chief Financial Officer
investor.relations@carparts.com