CarParts.com Enters Material Agreement, Sells Unregistered Equity

TL;DR

**CarParts.com just made a big deal and sold some shares privately, watch for impact on future earnings and potential dilution.**

AI Summary

CarParts.com, Inc. filed an 8-K on March 25, 2026, reporting an entry into a material definitive agreement and unregistered sales of equity securities, effective March 21, 2026. This indicates the company has made significant new financial or operational commitments and issued new shares without a public offering. For investors, this matters because new agreements could impact future revenue or costs, and unregistered share sales could dilute existing shareholder value if not managed carefully.

Why It Matters

This filing signals significant corporate actions, including new agreements that could alter the company's financial trajectory and equity sales that might affect stock ownership percentages.

Risk Assessment

Risk Level: medium — The filing indicates material agreements and unregistered equity sales, which can introduce both opportunities and risks, such as dilution or new financial obligations, without providing specific details in this summary.

Analyst Insight

A smart investor would seek out the full exhibits (EX-10.1, EX-10.2, EX-10.3) referenced in the filing to understand the specific terms of the material definitive agreement and the details of the unregistered equity sales, as these will clarify the financial implications for CarParts.com, Inc.

Key Players & Entities

• CarParts.com, Inc. (company) — Filer of the 8-K
• 0001378950 (company) — CIK of CarParts.com, Inc.
• March 25, 2026 (date) — Filing Date
• March 21, 2026 (date) — Period of Report

Forward-Looking Statements

• CarParts.com's new material agreement will be detailed in subsequent filings or investor calls. (CarParts.com, Inc.) — high confidence, target: 2026-06-30
• The unregistered sales of equity securities will lead to a slight dilution of existing shareholder ownership. (CarParts.com, Inc.) — medium confidence, target: 2026-09-30

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share PRTS The NASDAQ
• $0.80 — "Common Stock"), at a purchase price of $0.80 per share for gross proceeds of $8.0 mi
• $8.0 million — f $0.80 per share for gross proceeds of $8.0 million (the "Transaction"). The closing of the

Filing Documents

• ef20068628_8k.htm (8-K) — 42KB
• ef20068628_ex10-1.htm (EX-10.1) — 254KB
• ef20068628_ex10-2.htm (EX-10.2) — 156KB
• ef20068628_ex10-3.htm (EX-10.3) — 18KB
• ef20068628_ex99-1.htm (EX-99.1) — 16KB
• image00001.jpg (GRAPHIC) — 6KB
• image00002.jpg (GRAPHIC) — 6KB
• 0001140361-26-011022.txt ( ) — 726KB
• prts-20260321.xsd (EX-101.SCH) — 4KB
• prts-20260321_lab.xml (EX-101.LAB) — 21KB
• prts-20260321_pre.xml (EX-101.PRE) — 16KB
• ef20068628_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On March 21, 2026, CarParts.com, Inc. (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") with certain investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of 10,000,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), at a purchase price of $0.80 per share for gross proceeds of $8.0 million (the "Transaction"). The closing of the Transaction is subject to conditions and covenants typical for this type of transaction. The Company intends to use the net proceeds from the private placement to fund the Company's inventory investments. Pursuant to the Purchase Agreement, each Purchaser agreed, for a period of six months from the closing date, not to transfer or hedge the Shares, subject to specified exceptions; prior to any transfer outside those exceptions, the Company has a five business day right to purchase the applicable Shares on substantially the same terms, and during such lock up period each Purchaser agreed to vote its shares in the same relative proportions as votes cast by the Company's other stockholders and to be present for quorum purposes. The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, and customary conditions and other obligations of the parties. The securities were offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 10.1 and is incorporated by reference. The Purchase Agreement is not intended to provide any factual information about the Company or the Pur

02

Item 3.02 Unregistered Sale of Securities Based in part on representations made by the Purchasers in the Purchase Agreement, the sale of the Shares to the Purchasers will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act. The information related to the issuance of the Shares contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

01

Item 8.01 Other Events. On March 24, 2026, the Company issued a press release announcing the Transaction and a collaboration with APremium to launch JC Whitneybranded SKUs. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding the closing of the Transaction and anticipated use of proceeds. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements, including but not limited to risks related to the closing of the Transaction and other risks described in the Company's filings with the Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements are based on current expectations and assumptions, and the Company undertakes no obligation to update or revise any forward-looking

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Purchase Agreement, dated as of March 21, 2026, by and among CarParts.com, Inc. and the Purchasers thereto 10.2 Form of Investor Rights Agreement, dated as of March 21, 2026, by and among CarParts.com, Inc. and the Purchasers thereto 10.3 Form of Convertible Note Amendment 99.1 Press Release, dated March 24, 2026 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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: March 25, 2026 CARPARTS.COM, INC. By: /s/ Mark DiSiena Name: Mark DiSiena Title: Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR