CarParts.com (PRTS) accelerates expiration of NOL rights plan to 2026
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CarParts.com, Inc. is ending its Tax Benefits Preservation Plan, also called the NOL Rights Plan, after its board approved an amendment accelerating the plan’s expiration to May 12, 2026 from April 5, 2027. At the close of business on that date, all related rights will expire and cease to be outstanding.
The plan was originally designed to help preserve the company’s federal net operating loss carryforwards by discouraging stock purchases that could trigger an ownership change under tax rules. The board cited regaining compliance with Nasdaq listing standards and shareholder feedback on corporate governance in reaching its decision. Stockholders do not need to take any action in connection with the termination.
Positive
- None.
Negative
- None.
8-K Event Classification
5 items: 1.01, 1.02, 3.03, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New plan expiration date: May 12, 2026
Prior plan expiration date: April 5, 2027
Number of parts offered: Over 1.5 million parts
+2 more
5 metrics
New plan expiration date
May 12, 2026
Final Expiration Date of Tax Benefits Preservation Plan after amendment
Prior plan expiration date
April 5, 2027
Original Final Expiration Date of the NOL Rights Plan before acceleration
Number of parts offered
Over 1.5 million parts
Automotive parts and accessories offered on CarParts.com platforms
Annual unique customers
Over 2.5 million customers
Unique customers served annually through website and mobile app
Two-day delivery coverage
Approximately 95% of continental U.S.
Portion of continental United States reachable in two days via distribution network
Key Terms
Tax Benefits Preservation Plan, NOL Rights Plan, net operating loss carryforwards, ownership change, +2 more
6 terms
Tax Benefits Preservation Plan financial
"entered in an Amendment No. 2 to that certain Tax Benefits Preservation Plan, dated as of April 5, 2024"
A tax benefits preservation plan is a company’s set of policies and actions designed to protect valuable tax attributes—like net operating losses, credits, or favorable tax statuses—when the business changes ownership, reorganizes, or conducts large transactions. Investors care because preserving these tax benefits can reduce future tax bills and improve cash flow, much like keeping a valuable coupon valid so future purchases cost less, which can affect earnings and valuation.
NOL Rights Plan financial
"the Company’s Tax Benefit Protection Plan (the “NOL Rights Plan”) to accelerate the expiration date"
net operating loss carryforwards financial
"intended to preserve the availability of the Company’s federal net operating loss carryforwards (“NOLs”)"
Net operating loss carryforwards are tax rules that let a company apply past operating losses against future taxable profits, reducing the amount of tax it must pay when it returns to profitability. Think of it like a negative balance in a tax ledger that can be used to lower future tax bills, improving after-tax cash flow and earnings; investors track the size, expiration rules and any limits because they affect valuation and future cash available to the business.
ownership change financial
"that could trigger an “ownership change” within the meaning of the Internal Revenue Code"
An ownership change is when the pattern of who controls a company shifts significantly, such as when large blocks of shares are bought or a new group gains majority voting power—think of it as handing the steering wheel to a different driver. It matters to investors because new owners can change strategy, management, dividend policy or risk profile, and such shifts can trigger regulatory filings, tax rules, or forced stock buybacks that affect share value and future returns.
Nasdaq listing standards financial
"including regaining compliance with Nasdaq listing standards, as well as shareholder feedback"
Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.
corporate governance practices financial
"shareholder feedback on implementing best corporate governance practices"
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 11, 2026
(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 Capital 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 1.01. |
Entry into a Material Definitive Agreement.
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On May 11, 2026, CarParts.com, Inc. (the “Company”) entered in an Amendment No. 2 (the “Amendment”) to that certain Tax Benefits Preservation Plan, dated as of April 5,
2024, by and between the Company and Computershare Trust Company, N.A., as rights agent (as so amended, the “Plan”). Pursuant to the Amendment, the Final Expiration Date (as defined in the Plan) was accelerated from April 5, 2027
to May 12, 2026. As a result of the Amendment, effective as of the close of business on May 12, 2026, the Rights (as defined in the Plan) have expired and ceased to be outstanding.
The foregoing is only a summary of the material terms of the Amendment and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to
this Current Report on Form 8‑K and incorporated herein by reference.
| Item 1.02 |
Termination of a Material Definitive Agreement.
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The information set forth under Item 1.01 is incorporated herein by reference.
| Item 3.03 |
Material Modification to Rights of Security Holders.
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The information set forth under Item 1.01 is incorporated herein by reference.
| Item 8.01 |
Other Events.
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On May 11, 2026, the Company issued a press release announcing the expiration of the Rights and the termination of the Plan. A copy of the press release is filed herewith
as Exhibit 99.1 and incorporated herein by reference.
| 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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4.1
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Amendment No. 2 dated May 11, 2026 to the Tax Benefits Preservation Plan, dated April 5, 2024, by and between CarParts.com, Inc. and Computershare Trust Company, N.A., as rights agent.
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99.1
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Press Release, dated May 11, 2026
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104
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Cover Page Interactive Data File (formatted as Inline XBRL)
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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: May 11, 2026
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CARPARTS.COM, INC.
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By:
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/s/ Mark DiSiena
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Name:
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Mark DiSiena
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Title:
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Interim Chief Financial Officer
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Exhibit 99.1
CarParts.com, Inc. Terminates Tax Benefits Preservation Plan
LONG BEACH, Calif. – May 11, 2026 — CarParts.com, Inc. (the “Company”) today announced that its Board of Directors has approved an amendment to the Company’s Tax Benefit
Protection Plan (the “NOL Rights Plan”) to accelerate the expiration date of the NOL Rights Plan to May 12, 2026, effectively terminating the plan as of that date. The NOL Rights Plan, which was previously set to expire on April 5, 2027, was intended
to preserve the availability of the Company’s federal net operating loss carryforwards (“NOLs”) by deterring an acquisition of the Company's stock in excess of a threshold amount that could trigger an “ownership change” within the meaning of the
Internal Revenue Code. Stockholders are not required to take any action in connection with the termination of the NOL Rights Plan.
David Meniane, Chief Executive Officer of CarParts.com, said, “In reaching the decision to terminate the NOL Rights Plan, the Board considered a variety of factors,
including regaining compliance with Nasdaq listing standards, as well as shareholder feedback on implementing best corporate governance practices.”
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, the Company serves
over 2.5 million unique customers annually through its website and mobile app, backed by a nationwide, company-operated distribution network providing 2-day delivery to approximately 95% of the continental United States. The company operates
CarParts.com and a portfolio of brands including JC Whitney®, Kool-Vue, Evan Fischer, Garage-Pro, and CarParts Wholesale. For more information, visit CarParts.com.
CarParts.com is headquartered in Torrance, California.
Investor Relations:
IR@carparts.com
FAQ
What did CarParts.com (PRTS) announce regarding its Tax Benefits Preservation Plan?
CarParts.com’s board approved an amendment to accelerate the expiration of its Tax Benefits Preservation Plan to May 12, 2026, effectively terminating the NOL Rights Plan on that date. All rights under the plan will expire and cease to be outstanding at close of business.
Why did CarParts.com (PRTS) decide to terminate its NOL Rights Plan early?
CarParts.com’s CEO noted the board considered regaining compliance with Nasdaq listing standards and shareholder feedback on best corporate governance practices. These factors contributed to the decision to accelerate expiration of the NOL Rights Plan from April 5, 2027 to May 12, 2026.
What was the purpose of CarParts.com’s NOL Rights Plan?
The NOL Rights Plan aimed to preserve CarParts.com’s federal net operating loss carryforwards by deterring acquisitions of its stock above a threshold that could trigger an “ownership change” under the Internal Revenue Code, which might limit the future use of those tax attributes.
Do CarParts.com (PRTS) stockholders need to take action after the plan termination?
Stockholders are not required to take any action in connection with the termination of the NOL Rights Plan. The plan will simply expire at the close of business on May 12, 2026, and the associated rights will automatically cease to be outstanding.
When will CarParts.com’s Tax Benefits Preservation Plan now expire?
The plan’s final expiration date has been accelerated to May 12, 2026. Previously it was scheduled to expire on April 5, 2027. After close of business on May 12, 2026, the rights under the plan will expire and no longer be in effect.
What business scale details did CarParts.com (PRTS) highlight in this disclosure?
CarParts.com highlighted that it offers over 1.5 million automotive parts and accessories and serves over 2.5 million unique customers annually. It also noted a company-operated distribution network that provides two-day delivery to approximately 95% of the continental United States.