CarParts.com Inc 2025年度报告

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 SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such 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 shorter period that theregistrant 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. 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 Acceleratedfiler☐Smallerreportingcompany☒ 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 theregistered 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 27, 2025 was approximately $41.2 million (based on the closing sales price of the registrant’s common stock on that date). For the purposes of this calculation,shares owned by officers, directors and 10% stockholders known to the registrant have been deemed to be owned by affiliates. Thisdetermination of affiliate status is not necessarily a conclusive determination for other purposes.As of February26, 2026, there were 70,477,662shares of the registrant’s common stock outstanding. Portions of our proxy statement for the 2025 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated byreference in PartIII hereof. Except with respect to information specifically incorporated by reference in this Form10-K, the ProxyStatement is not deemed to be filed as a part hereof. CARPARTS.COM,INC.ANNUAL REPORT ON FORM10-KFOR THE FISCALYEAR ENDED JANUARY 3, 2026 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 Securities34Item 6.[Reserved]35Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations35Item 7A.Quantitative and Qualitative Disclosures About Market Risk43Item 8.Financial Statements and Supplementary Data44Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure44Item 9A.Controls and Procedures44Item 9B.Other Information45Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections45 PART III Item 10.Directors, Executive Officers and Corporate Governance46Item 11.Executive Compensation46Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters46Item 13.Certain Relationships and Related Transactions, and Director Independence46Item 14.Principal Accounting Fees and Services47 Item 15.Exhibits and Financial Statement Schedules48Item 16.Form 10-K Summary48 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 otherwise stated, all amountsare presented in thousands. Carparts.com®, Koo