CarParts.com, Inc 10-K for FY2025

CarParts.com, Inc. (PRTS)

10-K 2026-03-05 For: 2026-01-03

Added on April 07, 2026

About this 10-K

CarParts.com, Inc filed this 10-K on March 5, 2026, covering the fiscal year ended January 3, 2026 (FY2025).

Headline figures

Fiscal year ended January 3, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $547.53M; down 7.0% from $588.85M a year earlier
Net loss: $50.44M; compared with a net loss of $40.6M a year earlier
Diluted EPS: -$0.82; compared with -$0.71 a year earlier

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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 Capital Market)
Series B Junior Participating Preferred Stock Purchase Right	N/A	The Nasdaq Stock Market LLC (Nasdaq Capital Market)


Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting company	☒
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. ◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

			Page

	PART I		1

Item 1.	Business		1
Item 1A.	Risk Factors		6
Item 1B.	Unresolved Staff Comments		32
Item 1C.	Cybersecurity		32
Item 2.	Properties		33
Item 3.	Legal Proceedings		33
Item 4.	Mine Safety Disclosures		33

	PART II		34

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		34
Item 6.	[Reserved]		35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		43
Item 8.	Financial Statements and Supplementary Data		44
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		44
Item 9A.	Controls and Procedures		44
Item 9B.	Other Information		45
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections		45

	PART III		46

Item 10.	Directors, Executive Officers and Corporate Governance		46
Item 11.	Executive Compensation		46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		46
Item 13.	Certain Relationships and Related Transactions, and Director Independence		46
Item 14.	Principal Accounting Fees and Services		47

	PART IV		48

Item 15.	Exhibits and Financial Statement Schedules		48
Item 16.	Form 10-K Summary		48


	Fiscal Year Ended
	January 3, 2026		December 28, 2024
Net loss	$	(50,443)	$	(40,601)
Depreciation & amortization		20,621		18,975
Amortization of intangible assets		50		121
Interest expense (income), net		814		(301)
Income tax provision		362		267
EBITDA	$	(28,596)	$	(21,539)
Stock compensation expense	$	8,108	$	11,985
Workforce transition costs⁽¹⁾		1,468		617
Distribution center costs⁽²⁾		393		1,882
Strategic alternatives exploration costs⁽³⁾		929		—
Impairment of long-lived assets(4)		3,690		—
Adjusted EBITDA	$	(14,008)	$	(7,055)


		Fiscal Year Ended
		January 3, 2026		December 28, 2024
Net sales		100.0	%	100.0	%
Cost of sales		67.2		66.6
Gross profit		32.8		33.4
Operating expense		41.7		40.3
Loss from operations		(8.9)		(6.9)
Otherc income (expense):
Other income, net		0.1		0.2
Interest expense		(0.3)		(0.2)
Total other (expense) income, net		(0.3)		0.0
Loss before income taxes		(9.2)		(6.9)
Income tax provision		0.0		0.0
Net loss		(9.2)	%	(6.9)	%

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)		F-1
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations and Comprehensive Operations		F-4
Consolidated Statements of Stockholders’ Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7


Exhibit No.			Description

2.1			Stock Purchase Agreement executed August 2, 2010 among the Acquisition Sub, WAG, Riverside and the other stockholders of WAG (incorporated by reference to Exhibit 10.57 to the Company’s Current Report on Form 8 K filed with the Securities and Exchange Commission on August 4, 2010).

3.1			Second Amended and Restated Certificate of Incorporation of CarParts.com, Inc. as filed with the Delaware Secretary of State on February 14, 2007 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10 K filed with the Securities and Exchange Commission on April 2, 2007).


3.2			Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of CarParts.com, Inc. (incorporated by reference to the Current Report on Form 8 K filed on March 25, 2013).


3.3			Amended and Restated Bylaws of CarParts.com, Inc., (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2023).

3.4		Certificate of Designation of Series B Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on April 5, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2024).

3.5		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of U.S. Auto Parts Network, Inc., dated as of July 27, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2020).

4.1*			Specimen common stock certificate.

4.2			Description of Common Stock of the Company.

4.3		Tax Benefits Preservation Plan, dated as of April 5, 2024, between CarParts.com, Inc. and Computershare Trust Company, N.A., as Rights Agent, together with the following exhibits thereto: Exhibit A - Form of Certificate of Designation of Series B Junior Participating Preferred Stock of CarParts.com, Inc.; Exhibit B - Form of Right Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2024).

10.1+*			CarParts.com, Inc. 2006 Equity Incentive Plan.

10.2+*			Form of Stock Option Agreement under the CarParts.com, Inc. 2006 Equity Incentive Plan.

10.5+*			CarParts.com, Inc. 2007 Omnibus Plan and Form of Award Agreements.

10.6+			Independent Director Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2024).

10.7+			Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10 K filed with the Securities and Exchange Commission on March 11, 2016).

10.13+			Form of Notice of Grant of Restricted Stock Units to Directors under the CarParts.com, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10 Q filed with the Securities and Exchange Commission on August 9, 2018).

Report of Independent Registered Public Accounting Firm		F- 1
Consolidated Balance Sheets		F- 3
Consolidated Statements of Operations and Comprehensive Operations		F- 4
Consolidated Statements of Stockholders’ Equity		F- 5
Consolidated Statements of Cash Flows		F- 6
Notes to Consolidated Financial Statements		F- 7


		January 3,		December 28,
		2026		2024
ASSETS
Current assets:
Cash and cash equivalents		$	25,821	$	36,397
Accounts receivable, net			7,061		6,098
Inventory, net			95,180		90,353
Other current assets			6,996		6,020
Total current assets			135,058		138,868
Property and equipment, net			20,191		32,206
Right-of-use - assets - operating leases, net			18,586		26,682
Right-of-use - assets - finance leases, net			7,233		10,765
Other non-current assets			3,788		2,053
Total assets		$	184,856	$	210,574
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	44,884	$	60,365
Accrued expenses			24,642		16,083
Right-of-use - obligation - operating, current			4,858		5,810
Right-of-use - obligation - finance, current			2,767		3,471
Other current liabilities			4,090		4,694
Total current liabilities			81,241		90,423
Convertible notes payable			25,161		—
Right-of-use - obligation - operating, non-current			15,771		23,203
Right-of-use - obligation - finance, non-current			6,082		8,842
Other non-current liabilities			3,125		2,931
Total liabilities			131,380		125,399
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized; 70,048 and 57,454 shares issued and outstanding as of January 3, 2026 and December 28, 2024 (of which 3,786 are treasury stock)			65		61
Treasury stock			(11,912)		(11,912)
Additional paid-in capital			344,118		325,546
Accumulated other comprehensive income			1,223		1,055
Accumulated deficit			(280,018)		(229,575)
Total stockholders’ equity			53,476		85,175
Total liabilities and stockholders' equity		$	184,856	$	210,574


										Accumulated
						Additional				Other				Total
		Common Stock				Paid-in-		Treasury		Comprehensive		Accumulated		Stockholders’
		Shares		Amount		Capital		Stock		Income		Deficit		Equity
Balance, December 30, 2023		56,303		$	60	$	312,874	$	(11,912)	$	783	$	(188,974)	$	112,831
Net loss		—			—		—		—		—		(40,601)		(40,601)
Issuance of shares in connection with restricted stock units vesting		847			1		(471)		—		—		—		(470)
Issuance of shares in connection with BOD fees		34			—		43		—		—		—		43
Officers and directors stock purchase plan		10			—		10		—		—		—		10
Issuance of shares in connection with ESPP		260			—		359		—		—		—		359
Share-based compensation		—			—		12,731		—		—		—		12,731
Foreign currency adjustments		—			—		—		—		87		—		87
Actuarial gain on defined benefit plan		—			—		—		—		185		—		185
Balance, December 28, 2024		57,454		$	61	$	325,546	$	(11,912)	$	1,055	$	(229,575)	$	85,175
Net loss		—			—		—		—		—		(50,443)		(50,443)
Issuance of shares in connection with restricted stock units vesting		1,958			3		(685)		—		—		—		(682)
Issuance of shares in connection with BOD fees		66			—		55		—		—		—		55
Officers and directors stock purchase plan		1			—		—		—		—		—		—
Issuance of shares in connection with ESPP		249			—		173		—		—		—		173
Issuance of shares in connection with purchase agreement		10,320			1		10,732		—		—		—		10,733
Issuance costs in connection with purchase agreement		—			—		(383)		—		—		—		(383)
Share-based compensation		—			—		8,680		—		—		—		8,680
Actuarial gain on defined benefit plan		—			—		—		—		168		—		168
Balance, January 3, 2026		70,048		$	65	$	344,118	$	(11,912)	$	1,223	$	(280,018)	$	53,476


		Years
Machinery and equipment		2	-	5
Computer software (purchased and developed)		2	-	5
Computer equipment		2	-	5
Vehicles		3	-	5
Leasehold improvements*		3	-	5
Furniture and fixtures		3	-	7


				Charged to
		Balance at		Revenue,				Balance at
		Beginning		Cost or				End of
		of Period		Expenses		Deductions		Period
Fifty-Three Weeks Ended January 3, 2026
Allowance for sales returns		$	2,888	$	39,425	$	(40,103)	$	2,210
Allowance for expected credit losses			69		142		(98)		113
Fifty-Two Weeks Ended December 28, 2024
Allowance for sales returns		$	3,191	$	42,542	$	(42,845)	$	2,888
Allowance for expected credit losses			1		144		(76)		69

Leasehold improvements		2,730		3,958
Furniture and fixtures		470		594
Construction in process		4,580		5,297
		71,364		68,872
Less accumulated depreciation and amortization		(51,173)		(36,666)
Property and equipment, net	$	20,191	$	32,206

Foreign tax		178
Other		(43)
Change in valuation allowance		6,784
Effective income tax benefit	$	267


2029	$	1,814
2030		9,455
2031		14,557
2032		22,739
2033		24,832
Thereafter		34,884
	$	108,281


	Fiscal Year Ended
	January 3, 2026
United States federal tax	$	—

United States state and local tax:
Illinois		(250)
Texas		64
Other		3
Foreign:
Philippines		90
Total income taxes received by jurisdiction	$	(93)


		Finance Leases			Operating Leases			Total
2026		$	2,902		$	6,085		$	8,987
2027			1,885			6,118			8,003
2028			1,206			4,430			5,636
2029			1,057			3,572			4,629
2030			1,073			2,989			4,062
Thereafter			2,672			954			3,626
Total minimum payments required			10,795			24,148			34,943
Less portion representing interest			1,946			3,519			5,465
Present value of lease obligations		$	8,849		$	20,629		$	29,478
Less current portion of lease obligations			2,767			4,858			7,625
Long-term portion of lease obligations		$	6,082		$	15,771		$	21,853


Date: March 5, 2026	CARPARTS.COM, INC.


	By:	/s/ David Meniane
		David Meniane
		Chief Executive Officer


Signature		Title		Date
/s/ David Meniane		Chief Executive Officer and Director		March 5, 2026
David Meniane		(principal executive officer)
/s/ Mark DiSiena		Interim Chief Financial Officer		March 5, 2026
Mark DiSiena		(principal financial and accounting officer)
/s/ Warren B. Phelps III		Chairman of the Board		March 5, 2026
Warren B. Phelps III
/s/ Jay K. Greyson		Director		March 5, 2026
Jay K. Greyson
/s/ Lisa Costa		Director		March 5, 2026
Lisa Costa
/s/ Nanxi Liu		Director		March 5, 2026
Nanxi Liu
/s/ Ana Dutra		Director		March 5, 2026
Ana Dutra


	·		the “interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	·		on or after the date that the person became an “interested stockholder,” the business combination is approved by (i) our board of directors and (ii) authorized at an annual or special meeting of our stockholders by the affirmative vote of at least 66 2/3% of our outstanding voting stock that is not owned by the “interested stockholder.”