Carparts.Com, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share PRTS The NASDAQ
• $1.00 — of the Company's shares had been below $1.00 per share for the previous 30 consecuti

Filing Documents

• ef20060781_8k.htm (8-K) — 38KB
• image00001.jpg (GRAPHIC) — 6KB
• 0001140361-25-045520.txt ( ) — 219KB
• prts-20251209.xsd (EX-101.SCH) — 4KB
• prts-20251209_def.xml (EX-101.DEF) — 17KB
• prts-20251209_lab.xml (EX-101.LAB) — 26KB
• prts-20251209_pre.xml (EX-101.PRE) — 19KB
• ef20060781_8k_htm.xml (XML) — 6KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on June 13, 2025, Carparts.com, Inc. (the "Company") received notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with certain of Nasdaq's continued listing requirements, as the closing bid price of the Company's shares had been below $1.00 per share for the previous 30 consecutive business days. The Company was given a period of 180 calendar days, or until December 10, 2025, to regain compliance with the minimum bid price requirement. In response, on December 9, 2025, the Company submitted an application to transfer the listing of its shares from The Nasdaq Global Select Market to The Nasdaq Capital Market. The transfer of the Company's listing to The Nasdaq Capital Market is not expected to have any immediate effect on trading in shares of the Company's common stock. The Company's shares will continue to trade uninterruptedly under the symbol "PRTS." The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Select Market, and companies on The Nasdaq Capital Market must meet certain financial and corporate governance requirements to qualify for continued listing. On December 15, 2025, the Nasdaq Listing Qualifications department approved the Company's request to transfer the listing of the Company's shares of common stock from The Nasdaq Global Select Market to The Nasdaq Capital Market. The transfer will take effect at the opening of business on December 16, 2025. The transfer of the Company's listing to The Nasdaq Capital Market is not expected to have any immediate effect on trading in shares of the Company's common stock. The Company's shares will continue to trade uninterruptedly under the symbol "PRTS." The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Select Market, a

08

Item 5.08 Shareholder Director Nominations. 2026 Annual Meeting of Stockholders On December 10, 2025, the Board of Directors of the Company scheduled the Company's 2026 annual meeting of stockholders (the "2026 Annual Meeting") for May 11, 2026. The record date for the 2026 Annual Meeting will be March 13, 2026. The Company will provide additional details regarding the exact time, location and matters to be voted on at the 2026 Annual Meeting in the Company's proxy statement for the 2026 Annual Meeting to be filed with the Securities and Exchange Commission prior to the 2026 Annual Meeting. Stockholder Proposal and Director Nominations Deadlines Because the scheduled date of the 2026 Annual Meeting is more than 30 days before the anniversary of the Company's 2025 Annual Meeting of Stockholders, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors at the 2026 Annual Meeting previously set forth in the Company's 2025 proxy statement are no longer applicable. Pursuant to Rule 14a-5(f) and Rule 14a-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is providing notice of revised deadlines in connection with the 2026 Annual Meeting (i) for the submission of stockholder proposals in compliance with Rule 14a-8 of the Exchange Act ("Rule 14a-8") and (ii) under the advance notice provisions applicable to stockholders desiring to bring nominations for directors or proposals other than pursuant to Rule 14a-8. Revised Deadline for Rule 14a-8 Stockholder Proposals To be considered for inclusion in proxy materials for the 2026 Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and intended to be presented at the 2026 Annual Meeting must be received by the Company's Corporate Secretary at 2050 W. 190 th Street, Suite 400, Torrance, California 90504, Attention: Corporate Secretary no later than February 10, 2026, which the Company believes to be a reas

SIGNATURES

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: December 15, 2025 CARPARTS.COM, INC. By: /s/ David Meniane Name: David Meniane Title: Chief Executive Officer

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