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CarParts.com, Inc.

For the period ended May 11, 2026. Filed Mar 31, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 11, 2026 · Filed Mar 31, 2026

PRTS$8.38+6.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

CARPARTS.COM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

4910 Airport Plaza Dr., Suite 300Long Beach, California 90815

Notice of Annual Meeting of Stockholders

DATE & TIMEPLACERECORD DATE
May 11, 2026CarParts.com, Inc. will hold a virtual annual stockholders meeting, held exclusively online atMarch 13, 2026
9:00 a.m. Pacific Timewww.virtualshareholdermeeting.com/PRTS2026You can vote if you were a stockholder of record on March 13, 2026

To the Stockholders of CarParts.com, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (together with any postponements, adjournments or other delays thereof, the “Annual Meeting”) of CarParts.com, Inc., a Delaware corporation (the “Company”), will be held on May 11, 2026 at 9:00 a.m. Pacific Time. The Annual Meeting will be held virtually, and no physical meeting will be held. In the Annual Meeting, the stockholders of the Company will consider and vote on the following proposals:

1.the election of one Class II director;
2.ratification of the appointment of RSM US LLP, an independent registered public accounting firm, as independent auditors of the Company for fiscal year 2026;
3.the adoption of the 2026 CarParts.com Stock Incentive Plan;
4.the approval of an amendment to the Second Amended and Restated Certificate of Incorporation of the Company, as amended, to provide for a reverse stock split of the common stock of the Company, that will be at a ratio of not less than one-for-5 (1:5) and not greater than one-for-20 (1:20) the final determination of which shall be determined by the Board of Directors (the “Board”), and to authorize the Board to effect the reverse stock split at their discretion;
5.approval of an advisory (non-binding) resolution regarding the compensation of our named executive officers, or the Say-on-Pay Proposal; and
6.the adjournment or postponement of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in favor of the foregoing proposals, or this adjournment proposal.

At the Annual Meeting, we will also transact such other business, if any, as may properly come before the Annual Meeting.

Only stockholders of record at the close of business on March 13, 2026 are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices and will also be available on the virtual meeting website during the Annual Meeting for individuals logged into the Annual Meeting as stockholders.

All stockholders are cordially invited to attend the meeting in person (virtually). Whether or not you attend the Annual Meeting, it is important that your shares and votes are represented. Therefore, I urge you to promptly vote. Instructions for how to vote are contained on the enclosed proxy card. You can submit your vote by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. In order to attend and vote at the Annual Meeting, you must register in advance at least 24 hours prior to the meeting. Please go to the “Attend the Meeting” link at www.proxyvote.com for instructions on registering and attending. If you hold your shares in street name and wish to vote by ballot at the Annual Meeting, you will also need to obtain and present a legal proxy entitling you to vote at the Annual Meeting from the broker, bank or other nominee that holds your shares. Please refer to page 4 of the accompanying proxy statement for further details.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 11, 2026: This proxy statement and our annual report on Form 10-K for the year ended January 3, 2026 are available at http://carparts.com/investor.

By Order of the Board of Directors

David Meniane Chief Executive OfficerMarch 31, 2026

CarParts.com, Inc.

4910 Airport Plaza Dr., Suite 300

Long Beach, California 90815

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON (VIRTUALLY) BY REGISTERING AT PROXYVOTE.COM. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN THE MEETING IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SUBMITTED YOUR PROXY OR VOTING INSTRUCTIONS.

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