CarParts.com Inc 2024年度报告

CARPARTS.COM,INC. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes◻No⌧Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes◻No⌧Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90days.Yes⌧No◻Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorterperiod that the registrant was required to submit such files).Yes⌧No◻Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☒ Largeacceleratedfiler☐Non-Accelerated filer⌧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 Section13(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.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No⌧The aggregate market value of the common stock held by non-affiliates of the registrant as of June 28, 2024 was approximately $54.2million (based on the closing sales price of the registrant’s common stock on that date). For the purposes ofthis calculation, shares owned by officers, directors and 10% stockholders known to the registrant have been deemed to be ownedby affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.As of March18, 2025, there were58,295,060shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of our proxy statement for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in PartIII hereof. Except with respect to information specifically incorporated by reference in this Form10-K, the Proxy CARPARTS.COM,INC.ANNUAL REPORT ON FORM10-KFOR THE FISCALYEAR ENDED DECEMBER 28, 2024 TABLE OF CONTENTS Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities32Item 6.[Reserved]32Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations32Item 7A.Quantitative and Qualitative Disclosures About Market Risk41Item 8.Financial Statements and Supplementary Data41Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure41Item 9A.Controls and Procedures41Item 9B.Other Information42Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections42 PART III Item 10.Directors, Executive Officers and Corporate Governance43Item 11.Executive Compensation43Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters43Item 13.Certain Relationships and Related Transactions, and Director Independence43Item 14.Principal Accounting Fees and Services44 Item 15.Exhibits and Financial Statement Schedules45Item 16.Form 10-K Summary45 Unless the context requires otherwise, as used in this report, the terms “CarParts.com,” the“Company,” “we,” “us” and “our” refer to CarParts.com,Inc. and its subsidiaries. Unless otherwisestated, all amounts are presented in thousands. Carparts.com®, Kool-