{"url_path":"/sec/prts/8-k/2026-06-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1378950/0001140361-26-025457-index.html","accession_number":"0001140361-26-025457","cik":"0001378950","ticker":"PRTS","issuer_name":"CarParts.com, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1378950/0001140361-26-025457-index.html","primary_entity_key":"0001378950","primary_entity_name":"CarParts.com, Inc."},"word_count":627,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement\n\n \n\nOn June 15, 2026, CarParts.com, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Credit Agreement”) with First Business Specialty Finance, LLC (“FBSF”)\nproviding for an asset-based revolving credit facility in an aggregate maximum principal amount of up to $25,000,000 (the “Credit Facility”), secured by substantially all of the assets of the Company. Certain of the Company’s subsidiaries will act as\nguarantors of the Credit Facility pursuant to a Security Agreement, dated as of June 15, 2026, between FBSF and the subsidiary guarantors party thereto (the “Security Agreement”).\n\n \n\nThe Credit Facility provides for loans, plus all letter of credit liabilities, up to the lesser of (i) $25,000,000, or (ii) the amount available under a “borrowing base”\ncalculated primarily by reference to the Company’s cash and cash equivalents, accounts receivables, and inventory.\n\n \n\nThe loans under the Credit Facility accrue interest at a varying rate equal to the 1 Month Term SOFR published by CME Group Benchmarks Administration Limited plus 3.25% per\nannum. The interest rate is subject to reduction upon delivery of annual audited financial statements as follows: (i) a 0.25% reduction if the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) for the prior fiscal year is between 1.10x\nand 1.25x (inclusive), or (ii) a 0.50% reduction if the Fixed Charge Coverage Ratio for the prior fiscal year exceeds 1.25x, in each case provided no Event of Default (as defined in the Credit Agreement) is continuing. The Credit Facility matures on\nMarch 31, 2028, and automatically renews for successive one-year periods unless either party provides at least 30 days’ prior written notice of termination.\n\n \n\nIf the Credit Facility is terminated prior to the maturity date, the Company must pay a prepayment premium equal to (a) if the Credit Facility is terminated prior to June\n15, 2027, $750,000 or (b) if the Credit Facility is terminated on or after June 15, 2027, $500,000. The Credit Facility is also subject to mandatory prepayments from the net proceeds of certain asset dispositions and sales of equity interests in the\nCompany’s subsidiaries.\n\n \n\nThe Credit Agreement contains customary negative covenants restricting the Company’s and its subsidiaries’ ability to create, incur, assume or become liable for\nindebtedness; make certain investments; dispose of assets; pay dividends or repurchase the Company’s stock; create, incur or assume liens; consummate mergers or acquisitions; enter into affiliate transactions; or amend the Company’s organizational\ndocuments.\n\n \n\nThe Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of\nrepresentations and warranties, covenant defaults, cross-acceleration to other debt, and material adverse changes in the Company’s business. If an event of default occurs, FBSF will be entitled to take various actions, including the acceleration of\nall amounts due under the Credit Facility and all actions permitted to be taken by a secured creditor. In addition, if the sum of the Company’s cash balance and availability under the Credit Facility is less than $15,000,000, or if the Company’s\navailability under the Credit Facility is less than $7,500,000, then the Company must maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.10 to 1.0, tested quarterly on a trailing four-quarter basis.\n\n \n\nIn connection with entering into the Credit Facility, the Company and JPMorgan Chase Bank terminated the Company’s revolving credit facility with JPMorgan Chase Bank (the\n“JPM Credit Facility”). At the time it was terminated, there were no amounts outstanding under the JPM Credit Facility.\n\n \n\nThe foregoing descriptions of the Credit Agreement and the Security Agreement are subject to and qualified in their entirety by reference to the full text of the Credit\nAgreement and Security Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, hereto."}