{"url_path":"/sec/mpaa/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/918251/0001140361-26-024463-index.html","accession_number":"0001140361-26-024463","cik":"0000918251","ticker":"MPAA","issuer_name":"MOTORCAR PARTS OF AMERICA INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/918251/0001140361-26-024463-index.html","primary_entity_key":"0000918251","primary_entity_name":"MOTORCAR PARTS OF AMERICA INC"},"word_count":1485,"has_tables":true,"body_markdown":"UNITED STATES SECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\nForm 10-K\n\n \n\n☑\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the fiscal year ended March 31, 2026\n\n \n\nOR\n\n \n\n☐\n\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the transition period from                    \n\nto                          \n\n \n\nCommission File No. 001-33861\n\n \n\nMOTORCAR PARTS OF AMERICA, INC.\n\n(Exact name of registrant as specified in its charter)\n\n \n\nNew York\n\n \n\n11-2153962\n\n(State or other jurisdiction of\n\n \n\n(I.R.S. Employer\n\nincorporation or organization)\n\n \n\nIdentification No.)\n\n \n\n \n\n \n\n2929 California Street, Torrance, California\n\n \n\n90503\n\n(Address of principal executive offices)\n\n \n\nZip Code\n\n \n\nRegistrant’s telephone number, including area code: (310) 212-7910\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\nTrading symbol(s)\n\nName of each exchange on which registered\n\nCommon Stock, par value $0.01 per share\n\nMPAA\n\nThe Nasdaq Global Select Market\n\n \n\nSecurities registered pursuant to Section 12(g) of the Act: None\n\n \n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑\n\n \n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑\n\n \n\nIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 90 days. Yes ☑ No ☐\n\n \n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐\n\n \n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):\n\n \n\nLarge accelerated filer ☐\n\n \n\nAccelerated filer ☑\n\nNon-accelerated filer ☐\n\n \n\nSmaller reporting company ☐\n\n \n\n \n\nEmerging growth company ☐\n\n \n\nIf 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. ☐\n\n \n\nIndicate 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. ☐\n\n \n\nIf 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. ☐\n\n \n\nIndicate 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). ☐\n\n \n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑\n\n \n\nAs of September 30, 2025, which was the last business day of the registrant’s most recently completed fiscal second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $300,342,000 based on the closing sale price as reported on the NASDAQ Global Select Market.\n\n \n\nThere were 18,924,818 shares of common stock outstanding as of June 1, 2026.\n\n \n\nDOCUMENTS INCORPORATED BY REFERENCE:\n\n \n\nIn accordance with General Instruction G (3) of Form 10-K, the information required by Part III hereof will either be incorporated into this Form 10-K by reference to the registrant’s Definitive Proxy Statement for the registrant’s next Annual Meeting of Stockholders filed within 120 days of March 31, 2026 or will be included in an amendment to this Form 10-K filed within 120 days of March 31, 2026.\n\n \n\n1\n\nTABLE OF CONTENTS\n\n \n\n  \n\nPART I\n\n \n\n \n\n \n\n[Item 1. Business](#Item_1)\n\n5\n\n[Item 1A. Risk Factors](#Item_1A)\n\n12\n\n[Item 1B. Unresolved Staff Comments](#Item_1B)\n\n24\n\n[Item 1C. Cybersecurity](#Item_1C)\n\n24\n\n[Item 2. Properties](#Item_2)\n\n25\n\n[Item 3. Legal Proceedings](#Item_3)\n\n25\n\n[Item 4. Mine Safety Disclosures](#Item_4)\n\n26\n\n \n\n \n\nPART II\n\n \n\n \n\n \n\n[Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item_5)\n\n27\n\n[Item 6. Selected Financial Data](#Item_6)\n\n30\n\n[Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item_7)\n\n31\n\n[Item 7A. Quantitative and Qualitative Disclosures About Market Risk](#Item_7A)\n\n50\n\n[Item 8. Financial Statements and Supplementary Data](#Item_8)\n\n51\n\n[Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item_9)\n\n51\n\n[Item 9A. Controls and Procedures](#Item_9A)\n\n51\n\n[Item 9B. Other Information](#Item_9B)\n\n52\n\n[Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item_9C)\n\n52\n\n \n\n \n\nPART III\n\n \n\n \n\n \n\n[Item 10. Directors, Executive Officers and Corporate Governance](#Item_10)\n\n53\n\n[Item 11. Executive Compensation](#Item_11)\n\n53\n\n[Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item_12)\n\n53\n\n[Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item_13)\n\n53\n\n[Item 14. Principal Accountant Fees and Services](#Item_14)\n\n53\n\n \n\n \n\nPART IV\n\n \n\n \n\n \n\n[Item 15. Exhibits, Financial Statement Schedule](#Item_15)\n\n54\n\n[Item 16. Form 10-K Summary](#Item_16)\n\n60\n\n[SIGNATURES](#SIGNATURES)\n\n61\n\n \n\n2\n\n[Table of Contents](#tableOfContents0)\n\nMOTORCAR PARTS OF AMERICA, INC.\n\n \n\nGLOSSARY\n\n \n\nThe following terms are frequently used in the text of this report and have the meanings indicated below.\n\n \n\n“Used Core” — An automobile part which has previously been used in the operation of a vehicle. Generally, the Used Core is an original equipment (“OE”) automobile part installed by the vehicle manufacturer and subsequently removed for replacement. Used Cores contain salvageable parts, which are an important raw material in the remanufacturing process. We obtain most Used Cores by providing credits to our customers for Used Cores returned to us under our core exchange programs. Our customers receive these Used Cores from consumers who deliver a Used Core to obtain credit from our customers upon the purchase of a newly remanufactured automobile part. When sufficient Used Cores are not available from our customers, we purchase Used Cores from core brokers, who are in the business of buying and selling Used Cores. The Used Cores purchased from core brokers or returned to us by our customers under the core exchange programs, and which have been physically received by us, are part of our raw material and work-in-process inventory. Used Cores returned by consumers to our customers but not yet returned to us are classified as contract assets until we physically receive these Used Cores.\n\n \n\n“Remanufactured Core” — The Used Core underlying an automobile part that has gone through the remanufacturing process and through that process has become part of a newly remanufactured automobile part. The remanufacturing process takes a Used Core, breaks it down into its component parts, replaces those components that cannot be reused and reassembles the salvageable components of the Used Core and additional new components into a remanufactured automobile part. Remanufactured Cores held for sale at our customer locations are included in long-term contract assets. The Remanufactured Core portion of stock adjustment returns are classified as contract assets until we physically receive them.\n\n \n\n3\n\n[Table of Contents](#tableOfContents0)\n\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\n \n\nUnless the context otherwise requires, all references in this Annual Report on Form 10-K to “the Company,” “we,” “us,” “MPA,” and “our” refer to Motorcar Parts of America, Inc. and its subsidiaries.\n\n \n\nThis Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our future performance that involve risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about our strategic initiatives, operational plans and objectives, expectations for economic conditions and recovery and future business and financial performance, as well as statements regarding underlying assumptions related thereto. They include, among others, factors related to the timing and implementation of strategic initiatives, the highly competitive nature of our industry, demand for our products and services, complexities in our inventory and supply chain, challenges with transforming and growing our business. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason. Therefore, you should not place undue reliance on those statements. Please refer to “[Item 1A. *Risk Factors*](#Item_1A)” included in this report and other filings made by us with the Securities and Exchange Commission (“SEC”) for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.\n\n \n\n4\n\n[Table of Contents](#tableOfContents0)\n\nPART I"}