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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission 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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(NASDAQ Global Market)
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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.
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(d) Exhibits.
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Exhibit
No.
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Description
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Press Release, dated October 8, 2025 (furnished, not filed)
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104
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Cover Page Interactive Data File (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: October 8, 2025
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CARPARTS.COM, INC.
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By:
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/s/ Ryan Lockwood
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Name:
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Ryan Lockwood
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Title:
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Chief Financial Officer
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