Form 8-K

8-K — CarParts.com, Inc.

Accession: 0001378950-26-000052

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001378950

SIC: 5531 (RETAIL-AUTO & HOME SUPPLY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — prts-20260507x8k.htm (Primary)

EX-99.1 (prts-20260507xex99d1.htm)

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8-K

8-K (Primary)

Filename: prts-20260507x8k.htm · Sequence: 1

CARPARTS.COM, INC._May 7, 2026

0001378950false00013789502026-03-052026-03-05

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 (Date of earliest event reported) May 7, 2026

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.)

4910 Airport Plaza Drive, Suite 300, Long Beach CA 90815

(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 Capital 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 2.02. Results of Operations and Financial Condition.

On May 7, 2026, CarParts.com, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended April 4, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in Item 2.02 and in Item 9.01 and in Exhibit 99.1 attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language contained in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 7, 2026, of CarParts.com, Inc.

104

Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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: May 7, 2026

CARPARTS.COM, INC.

By:

/s/ Mark DiSiena

Name:

Mark DiSiena

Title:

Interim Chief Financial Officer

EX-99.1

Filename: prts-20260507xex99d1.htm · Sequence: 2

CarParts.com Reports First Quarter 2026 Results

LONG BEACH, Calif. – May 7th, 2026 – CarParts.com, Inc. (NASDAQ: PRTS), a leading eCommerce provider of automotive parts and accessories, and a premier destination for vehicle repair and maintenance needs, is reporting results for the first quarter ended April 4, 2026.

First Quarter 2026 Summary vs. Year-Ago Quarter

● Closed $8.0 million strategic investment.

● Net sales decreased 10% to $132.0 million.

● Gross profit of $42.9 million vs. $47.3 million, with gross margin of 32.5%.

● Net loss was ($1.9) million, or ($0.03) per share, compared to a net loss of ($15.3) million, or ($0.27) per share.

● Adjusted EBITDA of $0.6 million vs. $(6.2) million.

● Cash of $37.9 million and inventory of $91.0 million as of April 4, 2026.

● Our mobile app has cumulative net downloads of 1.4 million.

Management Commentary

David Meniane, Chief Executive Officer, commented: "In the first quarter of 2026, we reached a milestone we have been building toward for five consecutive quarters: our first positive adjusted EBITDA since Q1 2024. Adjusted EBITDA was positive $585,000, a swing of nearly $7 million from the same quarter last year, driven by deliberate action across every line item in the P&L: advertising efficiency, customer acquisition quality, lifecycle monetization, warehouse operations, offshore savings, and a fixed cost base that is now mostly embedded in our run rate. The work is not done. But the evidence is in the results, and the momentum is real.

The initiatives are executing. A-Premium is approaching $45 million in annualized run rate revenue, up from $35 million at year-end. The initial 7,000 JC Whitney SKUs are live on Amazon and generating sales, with revenue growing week over week. We launched the CarParts.com Mastercard. We opened a branch office in Taipei to deepen three decades of supplier relationships that represent approximately 70% of our purchases. Spark and Zaap, our AI systems for customer experience and internal operations, are live. And we are running next day delivery out of 2 of our 4 warehouses today, with a target of 300,000 packages through our last mile network over the next 12 to 24 months.

We have always been two companies in one: a digital layer and a physical asset base. In a world where AI is commoditizing digital execution, the physical infrastructure (our distribution network, our last mile capability, and our global supply chain) becomes the moat. That is where we are investing. We ended the quarter with $38 million in cash and no revolver debt. The path to sustained free cash flow runs through levers we control, and we are executing against them today."

First Quarter 2026 Financial Results

Net sales in the first quarter of 2026 were $132.0 million, down 10% from $147.4 million in the year-ago quarter. The decrease was primarily driven by the Company’s efforts to increase profitability by rationalizing marketing spend.

Gross profit was $42.9 million in the first quarter compared to $47.3 million in the year-ago quarter, with gross margin increasing 40 basis points to 32.5%. The increase was primarily driven by product mix and favorable freight costs.

Total operating expenses in the first quarter were $46.0 million compared to $62.5 million in the year-ago quarter. The decrease was primarily driven by favorable payroll costs due to headcount reductions, favorable marketing spend and a gain on sale of our Philippines subsidiary.

Net loss in the first quarter was ($1.9) million compared to a net loss of ($15.3) million in the year-ago quarter, primarily driven by lower operating expenses and the increase in gross margin.

Adjusted EBITDA in the first quarter was $0.6 million compared to ($6.2) million in the year-ago quarter.

On April 4, 2026, the Company had a cash balance of $37.9 million, $25.3 million of convertible notes payable balance and no revolver loan balance, compared to a $25.8 million cash balance, $25.2 million of convertible notes payable balance and no revolver loan balance at prior fiscal year-end January 3, 2026.

Conference Call

CarParts.com CEO David Meniane and Interim CFO Mark DiSiena will host a conference call today to discuss the results.

Date: Thursday, May 7, 2026

Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)

Webcast: www.carparts.com/investor/news-events

To listen to the live call, please click the link above to access the webcast. A replay of the audio webcast will be archived on the Company’s website at www.carparts.com/investor.

About CarParts.com, Inc.

CarParts.com, Inc. is a technology-led ecommerce company offering over 1.5 million quality automotive parts and accessories. Operating for over 30 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. For more information, visit CarParts.com.

CarParts.com is headquartered in Long Beach, California.

Non-GAAP Financial Measures

Regulation G, and other provisions of the Securities Exchange Act of 1934, as amended, define and prescribe the conditions for use of certain non-GAAP financial information. We provide “Adjusted EBITDA” in this earnings release and on today’s scheduled conference call, which are non-GAAP financial measures. Adjusted EBITDA consist of net loss before (a) interest expense (income), net; (b) income tax provision; (c) depreciation and amortization expense; (d) amortization of intangible assets; (e) share-based compensation expense; (f) gain on sale of subsidiary; and (g) strategic alternatives exploration costs. A reconciliation of Adjusted EBITDA to net loss is provided below.

The Company believes that these non-GAAP financial measures provide important supplemental information to management and investors. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provides a more complete understanding of factors and trends affecting the Company’s business and results of operations.

Management uses Adjusted EBITDA as measures of the Company’s operating performance because it assists in comparing the Company’s operating performance on a consistent basis by removing the impact of stock compensation expense as well as other items that we do not believe are representative of our ongoing operating performance. Internally, these non-GAAP measures are also used by management for planning purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; and for evaluating the effectiveness of operational strategies. The Company also believes that analysts and investors use these non-GAAP measures as supplemental measures to evaluate the ongoing operations of companies in our industry.

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. In addition, the Company expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from the Company’s non-GAAP measures should not be construed as an inference that these costs are all unusual, infrequent or non-recurring.

Safe Harbor Statement

This press release contains statements which are based on management’s current expectations, estimates and projections about the Company’s business and its industry, as well as certain assumptions made by the Company. These statements are forward looking statements for the purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. Words such as “anticipates,” “could,” “expects,” “intends,” “plans,” “potential,” “believes,” “predicts,” “projects,” “seeks,” “estimates,” “may,” “will,” “would,” “will likely continue” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding our future operating results and financial condition, our potential growth, our ability to innovate, our ability to gain market share, and our ability to expand and improve our product offerings. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such a difference include, but are not limited to, competitive pressures, our dependence on search engines to attract customers, demand for the Company’s products, the online market and channel mix for aftermarket auto parts, the economy in general, increases in commodity and component pricing that would increase the Company’s product costs, the operating restrictions in its credit agreement, the weather and any other factors discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Risk Factors contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.carparts.com/investor and the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements in this release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. Unless otherwise required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.

Investor Relations:

IR@carparts.com

Summarized information for the periods presented is as follows (in millions):

Thirteen Weeks Ended

April 4, 2026

March 29, 2025

Net sales

131.96

147.38

Gross profit

42.94

47.35

32.5

32.1

Operating expense

46.00

62.49

34.9

42.4

Net loss

(1.94)

(15.28)

(1.5)

(10.4)

Adjusted EBITDA

0.59

(6.23)

0.4

(4.2)

The table below reconciles net loss to Adjusted EBITDA for the periods presented (in thousands):

Thirteen Weeks Ended

April 4, 2026

March 29, 2025

Net loss

(1,940)

(15,283)

Depreciation and amortization

4,265

5,482

Amortization of intangible assets

Interest expense (income), net

279

(3)

Income tax (benefit) provision

(1,391)

140

EBITDA

1,221

(9,651)

Stock compensation expense

1,656

2,872

Gain on sale of subsidiary(1)

(2,292)

—

Strategic alternatives exploration costs(2)

—

550

Adjusted EBITDA

585

(6,229)

(1) On January 27, 2026, the Philippines subsidiary was deconsolidated from our consolidated financial statements and a gain on sale of subsidiary was recorded in operating expense in the consolidated statements of operations.

(2) We incurred certain costs, primarily legal and advisor costs, attributable to our exploration of strategic alternatives in 2025.

CARPARTS.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS

(Unaudited, In Thousands, Except Per Share Data)

Thirteen Weeks Ended

April 4,

March 29,

2026

2025

Net sales

131,961

147,378

Cost of sales (1)

89,019

100,031

Gross profit

42,942

47,347

Operating expense

45,995

62,493

Loss from operations

(3,053)

(15,146)

Other income (expense):

Other income, net

157

260

Interest expense

(435)

(257)

Total other (expense) income, net

(278)

Loss before income taxes

(3,331)

(15,143)

Income tax (benefit) provision

(1,391)

140

Net loss

(1,940)

(15,283)

Net loss per share:

Basic and diluted net loss per share

(0.03)

(0.27)

Weighted-average common shares outstanding:

Shares used in computation of basic and diluted net loss per share

68,554

57,343

(1) Excludes depreciation and amortization expense which is included in operating expense.

CARPARTS.COM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, In Thousands, Except Par Value Data)

April 4,

January 3,

2026

ASSETS

Current assets:

Cash and cash equivalents

37,856

25,821

Accounts receivable, net

8,333

7,061

Inventory, net

91,042

95,180

Other current assets

7,327

6,996

Total current assets

144,558

135,058

Property and equipment, net

18,523

20,191

Right-of-use - assets - operating leases, net

17,672

18,586

Right-of-use - assets - finance leases, net

6,536

7,233

Other non-current assets

4,273

3,788

Total assets

191,562

184,856

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

46,378

44,884

Accrued expenses

28,227

24,642

Right-of-use - obligation - operating, current

4,716

4,858

Right-of-use - obligation - finance, current

2,594

2,767

Other current liabilities

4,516

4,090

Total current liabilities

86,431

81,241

Convertible notes payable

25,288

25,161

Right-of-use - obligation - operating, non-current

14,699

15,771

Right-of-use - obligation - finance, non-current

5,530

6,082

Other non-current liabilities

3,125

Total liabilities

131,955

131,380

Commitments and contingencies (Note 6)

Stockholders’ equity:

Common stock, $0.001 par value; 100,000 shares authorized; 80,478 and 70,048 shares issued and outstanding as of April 4, 2026 and January 3, 2026 (of which 3,786 are treasury stock)

Treasury stock

(11,912)

Additional paid-in capital

353,402

344,118

Accumulated other comprehensive income

1,223

Accumulated deficit

(281,958)

(280,018)

Total stockholders’ equity

59,607

53,476

Total liabilities and stockholders' equity

191,562

184,856

CARPARTS.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, In Thousands)

Thirteen Weeks Ended

April 4,

March 29,

2026

2025

Operating activities

Net loss

(1,940)

(15,283)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization expense

4,265

5,482

Amortization of intangible assets

Noncash interest expense

127

—

Share-based compensation expense

1,656

2,872

Stock awards issued for non-employee director service

Gain on sale of subsidiary

(2,292)

—

Amortization of deferred financing costs

122

Changes in operating assets and liabilities:

Accounts receivable

(1,271)

(4,112)

Inventory

4,138

(3,853)

Other current assets

(582)

(269)

Other non-current assets

(904)

Accounts payable and accrued expenses

5,102

19,975

Other current liabilities

425

488

Right-of-use obligation - operating leases - current

364

189

Right-of-use obligation - operating leases - long-term

(541)

(186)

Other non-current liabilities

(1,428)

124

Net cash provided by operating activities

7,261

5,505

Investing activities

Additions to property and equipment

(2,099)

(2,116)

Proceeds from sale of subsidiary

300

—

Net cash used in investing activities

(1,799)

(2,116)

Financing activities

Borrowings from revolving loan payable

Payments made on revolving loan payable

(73)

(68)

Payments on finance leases

(720)

(954)

Net proceeds from issuance of common stock for ESPP

—

Proceeds from issuance of common stock

8,000

—

Payment of issuance costs - common stock

(36)

—

Statutory tax withholding payment for share-based compensation

(77)

(396)

Net cash provided by (used in) financing activities

7,167

(1,254)

Effect of exchange rate changes on cash

(594)

—

Net change in cash and cash equivalents

12,035

2,135

Cash and cash equivalents, beginning of period

25,821

36,397

Cash and cash equivalents, end of period

37,856

38,532

Supplemental disclosure of non-cash investing and financing activities:

Right-of-use operating asset acquired

2,407

—

Accrued asset purchases

435

526

Share-based compensation expense capitalized in property and equipment

294

Supplemental disclosure of cash flow information:

Cash received during the period for income taxes

—

Cash paid during the period for interest

—

256

Cash received during the period for interest

156

259

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Document and Entity Information

Mar. 05, 2026

Document and Entity Information [Abstract]

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May 07, 2026

Entity File Number

001-33264

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CARPARTS.COM, INC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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