Business Context and Reporting Period
This Form 8-K filing by Carparts.Com, Inc. (PRTS) is dated December 9, 2025, with a signature date of December 15, 2025. The report addresses a transfer of listing for the Company's common stock and the scheduling of the 2026 Annual Meeting of Stockholders.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The only financial metric disclosed is the stock price status: the closing bid price had been below $1.00 per share for 30 consecutive business days prior to June 13, 2025, triggering a listing deficiency notice.
Material Changes
- Listing Transfer: The Company's shares were transferred from The Nasdaq Global Select Market to The Nasdaq Capital Market, effective December 16, 2025.
- Compliance Status: The transfer was necessitated by non-compliance with the minimum bid price requirement ($1.00 per share). Nasdaq granted a new 180-day compliance period extending until June 8, 2026.
- Trading Continuity: Trading will continue uninterruptedly under the symbol "PRTS" with no immediate expected effect on trading mechanics.
Outlook, Risks, and Management Commentary
- Compliance Strategy: Management intends to actively monitor the bid price and may effect a reverse stock split if necessary to regain compliance by June 8, 2026.
- Annual Meeting: The 2026 Annual Meeting is scheduled for May 11, 2026, with a record date of March 13, 2026.
- Shareholder Deadlines: Revised deadlines for stockholder proposals (Rule 14a-8) and director nominations are February 10, 2026, and January 11, 2026 to February 10, 2026, respectively.
- Risks: Failure to maintain a closing bid price of at least $1.00 per share for 10 consecutive business days by June 8, 2026, could result in delisting.
Investor Verification Checklist
- Verify the effective date of the listing transfer (December 16, 2025) and confirm the ticker symbol remains "PRTS".
- Monitor the stock's closing bid price to ensure it meets the $1.00 threshold for 10 consecutive days before the June 8, 2026 deadline.
- Review the Company's proxy statement for the 2026 Annual Meeting for details on the meeting location, time, and specific matters to be voted on.
- Check for any future announcements regarding a potential reverse stock split to address the bid price deficiency.