CarParts.com, Inc.

Overview

CarParts.com, Inc. is a technology-enabled eCommerce company dedicated to simplifying how drivers and professional customers shop for aftermarket automotive parts and accessories. With over 30 years of operating history, CarParts.com serves as a one-stop destination for vehicle repair, upgrade, and maintenance needs, delivering a seamless digital shopping experience guided by its mission of “Empowering Drivers Along Their Journey.”

We sell aftermarket automotive products to individual consumers and business customers through our owned digital channels, including our flagship website,www.carparts.com*,* our mobile app, and our wholesale platform, as well as through select third-party online marketplaces, including eBay and Amazon. Our easy-to-use, mobile-friendly website and mobile app provide customers with access to more than 1.5 million products. CarParts.com also supports professional customers through its wholesale platform, www.carpartswholesale.com, which is designed to meet the needs of repair shops and installers.

CarParts.com was incorporated in California in 1995 as an aftermarket automotive parts distributor under the name U.S. Auto Parts Network, Inc. In July 2020, we rebranded as CarParts.com and consolidated its web presence into a single eCommerce destination. In the third quarter of 2023, we launched its mobile app on both iOS and Android, enabling customers to shop conveniently from their phones.

We continue to invest in modern technology, data, and design to power its digital platforms and improve ease of use across channels. In the fall of 2025, we launched Spark, our AI-powered shopping assistant, designed to help customers more easily discover products, navigate fitment, and complete purchases with greater confidence. We believe that we have a significant opportunity to become a preferred destination for automotive repair and maintenance by executing on our evolving strategy, which includes investing in technology, expanding product offerings and customer segments, and enhancing supply chain and logistics capabilities.

To support this strategy, we continue to enhance our fulfillment center footprint and productivity. In June 2024, we opened a new state-of-the-art fulfillment center in Las Vegas, Nevada. This semi-automated facility is designed to improve service levels, support faster delivery to the West Coast, reduce last-mile transportation costs, and expand product availability. With this expansion, we operate four distribution centers across the U.S., totaling over 1 million square feet of fulfillment space.

Intandem, we have refined our eCommerce experience and segmentation strategy to prioritize direct customer relationships and long-term engagement. In 2010, we acquired the JC Whitney brand. In 2025, we launched the JC Whitney Performance Hub, featuring branded performance and upgrade products. We are also expanding our assortment in the European vehicle segment, having launched the CarParts Euro hub in early 2025. These initiatives are intended to strengthen brand loyalty, increase customer lifetime value, while positioning CarParts.com as a trusted destination for automotive parts and maintenance support.

In September 2025, we secured a strategic investment from ZongTeng Group, A-Premium, and CDH Investments to support an expanded mechanical and performance parts assortment, enhanced fulfillment capabilities, and continued operational improvements. We remain focused on disciplined growth and believe we are well positioned to execute on our long-term strategy in the automotive aftermarket.

Our corporate website is located atwww.carparts.com/investor. The information found on the website is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the Securities and Exchange Commission (the “SEC”). We report on a 52/53-week fiscal year, ending on the Saturday nearest the end of December. References to 2025 and 2024 relate to the 53-week fiscal year ended January 3, 2026 and the 52-week fiscal year ended December 28, 2024, respectively.

Our Products

We offer a broad selection of aftermarket auto parts and accessories serving both Do-It-Yourself (“DIY”) consumers and professional installers. We continually refine our product offering by introducing new brands and parts categories, while selectively discontinuing underperforming brands and stock keeping units (“SKUs”). We are currently in the process of consolidating our private label house brand portfolio under our flagship proprietary brand, JC Whitney, strengthening brand clarity and streamlining our product architecture across channels.

Our assortment spans replacement parts, hard parts (maintenance and repair components), other parts (performance upgrades) and specialty products across domestic and import vehicle applications. We have expanded our branded assortment to include greater coverage for European and Japanese vehicles and broadened our mechanical product depth through our strategic partnership with A-Premium.

We continually refine our assortment by introducing new categories, expanding vehicle coverage and optimizing our SKU portfolio based on demand, supply availability and margin profile.

Our house brands and marketplace brands are positioned to serve distinct customer segments and sales channels:

•JC Whitney® serves as our primary private label house brand, offering replacement, maintenance, performance and specialty automotive products.

•Evan Fischer® products are sold primarily through our eBay marketplace channel, with a focus on core replacement and maintenance components.

• Garage-Pro® products are offered primarily through Amazon, serving value-oriented consumers seeking dependable replacement parts.

Replacement Parts. The replacement parts category primarily consists of parts for the exterior of an automobile. These products are typically used to replace original body components damaged in collisions or through general wear and tear. These products include body panels, lighting components, cooling parts and mirrors. Replacement parts serve both everyday vehicle owners and professional repair customers and represent a foundational category within our assortment.

Hard Parts. Our hard parts category includes engine, chassis, drivetrain, suspension, braking, electrical and other mechanical components necessary for vehicle operation. This category supports routine maintenance, system replacement and mechanical repair across a broad range of domestic and import vehicles.

Other Parts and Accessories. Our other parts category includes products designed to enhance vehicle performance, functionality, comfort or appearance. This includes performance upgrades, specialty components and accessories that allow customers to customize or improve their vehicles beyond standard replacement needs, including suspension kits, towing equipment, lift kits and more. We have expanded our assortment in this category to serve enthusiast and specialty vehicle segments, including trucks, off-road and muscle car segments.

Our Sales Channels

We generate sales through multiple online and offline channels designed to serve individual consumers, professional installers and wholesale customers.

Online Sales Channel. Our online sales channel primarily consists of our flagship, mobile-friendly eCommerce websitewww.carparts.com, and mobile app. We also sell our products through online marketplaces, including third-party auction sites like eBay and shopping portals including Amazon, which provide us with access to additional consumer segments. The majority of our direct-to-consumer online sales are generated through our owned and operated platforms and marketplace channels.

Offline Sales Channel. We market and sell our products nationwide to auto parts wholesale distributors, professional installers and other business customers through our wholesale website and direct sales relationships. This channel supports bulk purchasing and serves customers requiring broader inventory access and commercial terms.

Our Fulfillment Operations

We fulfill customer orders using two primary methods: (1) stock-and-ship, where we take physical delivery of merchandise and store it in one of our distribution centers until it is shipped to a customer, and (2) drop-ship, where merchandise is shipped directly to customers from our suppliers. We believe the flexibility of utilizing both fulfillment methods enables broader product selection, optimized inventory management and improved overall profitability.

Stock-and-Ship Fulfillment. Our stock-and-ship products are sourced primarily from manufacturers and other suppliers located in Asia, Europe, Mexico, the United States, as well as various other countries, and are stored in one of our distribution centers located in Illinois, Nevada, Texas or Florida. We also use temporary outside storage and third-party logistics partners from time to time. All products received into our distribution centers are entered into our inventory management systems, allowing us to closely monitor inventory availability. In determining which products to stock, we evaluate several factors, including purchase economics relative to domestic alternatives, historical sales velocity and anticipated availability through drop-ship channels.

Drop-Ship Fulfillment. We have developed relationships with several United States-based auto parts distributors that operate their own distribution centers and can deliver products directly to our customers. We internally developed a proprietary distributor selection system, Auto-Vend™, which allows us to electronically select multiple vendors for a given order. Auto-Vend™ first routes orders to our distribution centers when inventory is available. If the product is not in stock, Auto-Vend™ will process the order to the next appropriate vendor based on customer location, cost, contractual agreements, and service level history.

We have also entered into a strategic partnership with ZongTeng Group, which allows both parties to collaborate on opportunities to enhance distribution efficiency and logistics capabilities that will allow for improved delivery speed, optimize inventory positioning and reduce fulfillment costs.

Suppliers

We source our products from two primary regions: (1) our house brands product sourced primarily through manufacturers and distributors in the Asia-Pacific region, and (2) our branded product sourced primarily through drop-ship manufacturers and distributors located in the United States and Europe.

House Brands Product. Our primary house brand, JC Whitney®, represents the core of our private label portfolio across our direct-to-consumer platform. In addition, we market proprietary products under Evan Fischer®, primarily through eBay, and Garage-Pro®, primarily through Amazon and other marketplace channels. Our house brand suppliers manufacture products to our specifications and quality standards and are primarily located in the Asia-Pacific region. These products are generally positioned as value-oriented alternatives to branded offerings while maintaining comparable functional performance. We utilize a stock-and-ship fulfillment model for the majority of our proprietary products, storing inventory in our distribution centers. We currently have approximately 82,000 house brands SKUs in our product selection.

Branded Product. We also serve as a distributor for a broad portfolio of third-party branded automotive products. These products are primarily fulfilled through drop-ship arrangements with manufacturers and distributors located in the United States and Europe. We have developed and implemented application programming interfaces (“APIs”) with the majority of our branded drop-ship suppliers, enabling electronic order transmission, real-time inventory availability checks and automated shipment tracking notifications to customers. We maintain long-standing commercial relationships and contractual arrangements with many of these suppliers. For the fiscal year ended January 3, 2026, three of our drop-ship vendors accounted for approximately 12% of our total product purchases. We currently have approximately 1,578,000 branded SKUs in our product selection.

Marketing

Our marketing efforts are designed to attract new customers, convert visitors into purchasers, increase mobile app adoption and drive repeat purchases across our customer base. We utilize a diversified, primarily digital marketing strategy focused on performance-driven customer acquisition, lifecycle engagement and customer retention.

To attract visitors towww.carparts.com and our marketplace storefronts, we leverage a variety of digital channels, including paid search advertising, search engine optimization, social advertising, affiliate programs, and other online marketing channels. We also utilize marketplace advertising tools available through platforms such as Amazon and eBay to increase product visibility and drive incremental demand.

We employ data-driven marketing practices to optimize spend efficiency and customer acquisition costs. Our marketing programs are continuously measured and refined based on return on advertising spend, customer lifetime value and other performance metrics. To convert visitors into paying customers, we utilize targeted promotional campaigns, dynamic pricing strategies and merchandising initiatives. We drive cross-selling and average order value expansion by displaying complementary and related products throughout the purchasing process, including bundled kits and curated product sets.

We also focus on customer retention and lifecycle marketing through email, SMS and mobile app notifications, including vehicle-specific promotions and personalized product recommendations based on customer purchase behavior and vehicle ownership data. Our marketing initiatives are designed to increase repeat purchase rates and strengthen long-term customer relationships.

International Operations

In April 2007, we established offshore operations in the Philippines. We also primarily source our house brands product from suppliers in the Asia-Pacific region.

On January 27, 2026, we sold 100% of the issued and outstanding shares of our Philippines offshore operations (“subsidiary”) to a third party. The third party will integrate the subsidiary into their organization, and we plan to continue utilizing the teams across customer service, back office, finance and accounting, marketing and technology. Refer to “Note 12 – Subsequent Event” for further information.

Competition

The auto repair information and parts industry is competitive and highly fragmented, with products distributed across multiple channels, including direct-to-consumer eCommerce platforms, online marketplaces, specialty retailers, wholesale distributors and traditional brick-and-mortar stores. We compete with both online and offline retailers who offer original equipment manufacturer (“OEM”), aftermarket and private label parts to either the DIY or Do-It-For-Me (“DIFM”) customer segments. Current or potential competitors include the following:

We believe the principal competitive factors in our market are helping customers easily find the correct parts for their vehicles, educating consumers on the service and maintenance of their vehicles, maintaining a proprietary product catalog that maps individual parts to relevant vehicle applications, broad product selection and availability, price, knowledgeable customer service, rapid order fulfillment and delivery, and easy product returns. We believe we compete favorably on the basis of these factors. However, some of our competitors may be larger, may have stronger brand recognition or may have access to greater financial, technical and marketing resources or may have been operating longer than we have.

Human Capital

Our ability to recruit, retain, and develop our employees is key to our long-term growth and success. As of January 3, 2026, we had 741 employees in the United States and 445 employees in the Philippines for a total of 1,186 employees. Additionally, we rely on independent contractors and temporary personnel to supplement our workforce. None of our employees are represented by a labor union and we consider employee relations to be good.

On January 27, 2026, our Philippines subsidiary was sold to a third-party. See further information on the new corporate headquarters lease and the Philippines sale in*“Note 12 – Subsequent Events”* in the Notes to the Consolidated Financial Statements included in Part II, Item 8, of this report.

• Diversity and Inclusion*

** **We strive to build and create a culture where each person feels valued, respected and understood. As of January 3, 2026, the makeup of our employees consisted of 37% women and approximately 82% non-white.

• Employee Engagement*

• *We value employee feedback and are committed to collecting regular feedback primarily through employee surveys. In addition, we believe that offering training and career growth opportunities is valuable for employee engagement and we often have promoted current employees to higher level positions. We also provide competitive compensation and benefits programs that we believe meet the needs of our employees.

• Health and Safety*

• *We have implemented, and continue to implement, policies that provide for the health, safety and wellness of our employees. We are committed to operating in a safe workplace, and have established safety procedures and safety programs at our distribution centers.

Intellectual Property

Our intellectual property, including trademarks, service marks, domain names, patents, copyrights and trade secrets, is an important part of our business. To protect our intellectual property, we rely on a combination of laws and regulations, in addition to intellectual property rights in the United States and other jurisdictions, including trademarks, copyrights, and trade secret laws, together with contractual provisions and technical measures that we have implemented. To protect our trade secrets, we maintain strict control access to our proprietary systems and technology, including our platforms and infrastructure environments. We also enter into confidentiality and invention assignment agreements with our employees and consultants, as well as confidentiality and non-disclosure agreements with third parties that provide products and services to us.

We have current and pending trademarks registered in the United States, including Carparts.com®, Kool-Vue®, JC Whitney®, Evan Fischer®, SureStop®, TrueDrive®, DriveWire™, and DriveMotive™, amongst others, and we have additional trademark applications pending in the United States and other jurisdictions.

Government Regulation

We are subject to federal and state consumer protection laws, including laws protecting the privacy of customer non-public information and the handling of customer complaints and regulations prohibiting unfair and deceptive trade practices. The growth and demand for online commerce has and may continue to result in more stringent consumer protection laws that impose additional compliance burdens on online companies. These laws may cover issues such as user privacy, spyware and the tracking of consumer activities, marketing e-mails and communications, other advertising and promotional practices, money transfers, pricing, product safety, content and quality of products and services, taxation, electronic contracts and other communications and information security. In addition, most states have passed laws that prohibit or limit the use of aftermarket auto parts in collision repair work and/or require enhanced disclosure or vehicle owner consent before using aftermarket auto parts in such repair work and additional legislation of this kind may be introduced in the future.

There is also great uncertainty over whether or how existing laws governing issues such as sales and other taxes, auctions, libel and personal privacy apply to the Internet and commercial online services. These issues may take years to resolve. For example, tax authorities in a number of states, as well as a Congressional advisory commission, are currently reviewing the appropriate tax treatment of companies engaged in online commerce, and new state tax regulations may subject us to additional state sales and income taxes. New legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes or regulatory restrictions on our business. These taxes or restrictions, including potential tariffs, could have an adverse effect on our cash flows, results of operations and overall financial condition. Furthermore, there is a possibility that we may be subject to significant fines or other payments for any past failures to comply with these requirements.

Seasonality

We believe our business is somewhat seasonal in nature. It includes many categories, geographies, and channels which may experience seasonality from time to time based on various external factors. Additionally, seasonality may affect our product mix. These historical seasonality trends could continue, and such trends may have a material impact on our financial condition and results of operations in subsequent periods.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge on the Investor Relations section of our corporate website located atwww.carparts.com/investor as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.