Business Context and Reporting Period
Company: CarParts.Com, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 11, 2026
Event: The Company entered into Amendment No. 2 to its Tax Benefits Preservation Plan, accelerating the Final Expiration Date of the Rights from April 5, 2027, to May 12, 2026. Consequently, the Rights expired and ceased to be outstanding as of the close of business on May 12, 2026.
Key Financial Metrics
This filing is a current report regarding a corporate governance event and does not contain financial statements. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Plan Termination: The Tax Benefits Preservation Plan, originally dated April 5, 2024, was amended to terminate immediately.
- Expiration Acceleration: The Final Expiration Date was moved forward by approximately one year to May 12, 2026.
- Security Status: The Rights associated with the Plan are no longer outstanding.
Guidance, Outlook, and Risks
Management Commentary: The Company issued a press release (Exhibit 99.1) announcing the expiration of the Rights and the termination of the Plan. No forward-looking guidance or outlook regarding future financial performance is included in this document.
Risks and Contingencies: The filing does not disclose new risks or contingencies beyond the administrative termination of the poison pill mechanism (Tax Benefits Preservation Plan).
Investor Verification Checklist
- Verify the effective date of the Rights expiration (May 12, 2026).
- Review the full text of Amendment No. 2 (Exhibit 4.1) for any specific conditions or terms not summarized in the 8-K.
- Confirm the status of the Rights on the NASDAQ Capital Market following the expiration.
- Check the press release (Exhibit 99.1) for additional context on the strategic rationale for terminating the Plan.