Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03 - Material Modification to Rights of Security Holders

As previously disclosed, on May 11, 2026, at the 2026 Annual Meeting of Stockholders of CarParts.com, Inc. (the "Company"), the Company's stockholders approved the implementation of a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-20 with such reverse stock split to be effected at such time and date, as determined by the Company's board of directors in its sole discretion (the "Reverse Stock Split") and a form of certificate of amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to effect the Reverse Stock Split.

On May 11, 2026 the Company's board of directors approved the implementation of the Reverse Stock Split at a ratio of 1-for-10 and on May 21, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, which will be effective at 11:59 pm Eastern Time on May 25, 2026. The Company's shares of common stock, par value $0.001 per share, will begin trading on a split-adjusted basis on the Nasdaq Capital Market commencing upon market open on May 26, 2026. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.

As a result of the Reverse Stock Split, every ten (10) shares of the Company's issued and outstanding common stock will be automatically combined and converted into one (1) issued and outstanding share of common stock. The Reverse Stock Split will affect all of the Company's stockholders uniformly and, except for adjustments resulting from the treatment of fractional shares, will not affect any stockholder's percentage ownership interests in the Company. The Company will not issue any fractional shares in connection with the Reverse Split. Instead, the number of shares will be rounded up to the next whole number. The Reverse Stock Split will not modify the rights or preferences of the common stock.

Immediately after the Reverse Stock Split becomes effective, there will be approximately 8,057,806 shares of common stock issued and outstanding. The common shares will trade under a new CUSIP number, 14427M206, effective May 26, 2026, and continue to trade under the symbol "PRTS." All stock options, convertible notes and other securities of the Company outstanding immediately prior to the Reverse Stock Split will be proportionally adjusted, in accordance with their terms.

The Company has appointed its transfer agent, Computershare Limited, to act as exchange agent for the Reverse Stock Split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not be required to take further action in connection with the Reverse Stock Split, subject to brokers' particular processes.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.