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Stockholders' Equity and Share-Based Compensation
12 Months Ended
Jan. 03, 2026
Stockholders' Equity and Share-Based Compensation  
Stockholders' Equity and Share-Based Compensation

Note 5 – Stockholders’ Equity and Share-Based Compensation

Common Stock Issuance

On September 8, 2025, the Company entered into a Purchase Agreement with certain investors. The Company issued and sold an aggregate of 10,319,727 shares of common stock, par value $0.001 per share, at a purchase price of $1.04 per share, resulting in gross proceeds of $10,733.

Stock Repurchase Program

On July 27, 2021, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $30 million of the Company’s common stock from time to time. The repurchases of common stock may be executed through open market purchases, block trades, the implementation of a 10b5-1 plan, and/or any other available methods. During the fiscal years ended January 3, 2026 and December 28, 2024, the Company did not repurchase any shares of common stock. The share repurchase program has an expiration date of July 26, 2026.

Employee Stock Purchase Plan

In May 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”), and the ESPP was amended in May 2023. Under the ESPP, eligible employees who participate in an offering period may have a certain percentage of their eligible earnings withheld, up to certain limitations, to purchase shares of common stock at 85% of the lower of the fair market value on the first or the last business day of the six-month offering period. A total of 750 shares of common stock have been reserved for issuance under the ESPP. During the fiscal years ended January 3, 2026 and December 28, 2024, 249 shares and 260 shares, respectively, were issued under the ESPP.

The estimated fair value of employee stock purchase rights under the ESPP was determined using the Black-Scholes option pricing model with the following assumptions:

Fiscal Year Ended

January 3, 2026

December 28, 2024

Expected life

0.5 years

0.5 years

Risk-free interest rate

4.24% - 4.29%

5.26% - 5.37%

Expected volatility

71.5% - 92.5%

54.1% - 70.2%

Expected dividend yield

—%

—%

Share-Based Compensation Plan Information

The Company adopted the 2016 Equity Incentive Plan ("2016 Equity Plan") on March 9, 2016, which became effective on May 31, 2016, following stockholder approval. Subject to adjustment for certain changes in the Company’s capitalization, the aggregate number of shares of the Company’s common stock that may be issued under the 2016 Equity Plan will not exceed the sum of (i) two million five hundred thousand (2,500) new shares, (ii) the number of unallocated shares remaining available for the grant of new awards under the Company’s prior equity plans described below (the “Prior Equity Plans”) as of the effective date of the 2016 Plan (which was equal to 3,894 shares as of May 31, 2016) and (iii) any shares subject to a stock award under the Prior Equity Plans that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued, that are not issued because such stock award is settled in cash, that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or that are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. In addition, the share reserve will automatically increase on January 1st of each year, for a period of nine years, commencing on January 1, 2017 and ending on (and including) January 1, 2026, in an amount equal to one million five hundred thousand (1,500) shares per year; however the Board of Directors of the Company may

act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant the automatic increase. Options granted under the 2016 Equity Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise price of all option grants must be equal to 100% of the fair market value on the date of grant. As of January 3, 2026, approximately 1,099 shares were available for future grants under the 2016 Equity Plan.

The following tables summarizes the Company’s stock option activity for the fiscal years ended, and details regarding the options outstanding and exercisable as of January 3, 2026 and December 28, 2024:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted

  ​ ​ ​

Weighted

Average

Average

Remaining

Aggregate 

Grant Date

Contractual

Intrinsic

  ​ ​ ​

Shares

  ​ ​ ​

Price

  ​ ​ ​

Term (in years)

  ​ ​ ​

Value(1)

Options outstanding, December 28, 2024

 

1,696

$

2.53

 

  ​

 

  ​

Granted

 

100

$

1.11

 

  ​

 

  ​

Exercised

 

$

 

  ​

 

  ​

`

 

  ​

 

  ​

 

  ​

 

  ​

Forfeited

 

(7)

$

0.74

 

  ​

 

  ​

Expired

 

(246)

$

2.15

 

  ​

 

  ​

Options outstanding, January 3, 2026

 

1,543

$

2.50

 

3.41

$

Vested and expected to vest at January 3, 2026

 

1,543

$

2.50

 

3.41

$

Options exercisable, January 3, 2026

 

1,390

$

2.65

 

2.81

$

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted

  ​ ​ ​

Weighted

Average

Average

Remaining

Aggregate 

Grant Date

Contractual

Intrinsic

  ​ ​ ​

Shares

  ​ ​ ​

Price

  ​ ​ ​

Term (in years)

  ​ ​ ​

Value(1)

Options outstanding, December 30, 2023

 

1,693

$

2.79

 

  ​

 

  ​

Granted

 

110

$

1.10

 

  ​

 

  ​

Exercised

 

$

 

  ​

 

  ​

Cancelled:

 

  ​

 

  ​

 

  ​

 

  ​

Forfeited

 

(4)

$

8.01

 

  ​

 

  ​

Expired

 

(103)

$

5.20

 

  ​

 

  ​

Options outstanding, December 28, 2024

 

1,696

$

2.53

 

4.45

$

2

Vested and expected to vest at December 28, 2024

 

1,696

$

2.53

 

4.45

$

2

Options exercisable, December 28, 2024

 

1,586

$

2.62

 

4.09

$

(1)These amounts represent the difference between the exercise price and the closing price of CarParts.com, Inc. common stock at the end of the respective fiscal year as reported on the NASDAQ Stock Market, for all options outstanding that have an exercise price currently below the closing price.

During fiscal years 2025 and 2024, 100 and 110 stock options were granted under the 2016 Equity Plan, respectively. The intrinsic value of stock options at the date of the exercise is the difference between the fair value of the stock at the date of exercise and the exercise price. During fiscal years 2025 and 2024, as there were no stock options exercised, therefore, the total intrinsic value of the exercised options was $0 and $0, respectively. The Company had $82 of unrecognized share-based compensation expense related to stock options outstanding as of January 3, 2026, which the expense is expected to be recognized over a weighted-average period of 1.86 years.

Restricted Stock Units and Restricted Stock Awards

During the fiscal years 2025 and 2024, the Company granted an aggregate of 3,736 and 3,033, respectively, of Restricted Stock Units (“RSUs”) and Restricted Stock Awards (“RSAs”) to certain employees of the Company. The

RSUs and RSAs were granted under the 2016 Equity Incentive Plan and reduced the pool of equity instruments available under that plan.

The vesting of each RSU and RSA is subject to the employee’s continued employment through applicable vesting dates. Some RSUs and RSAs granted to certain executives may vest on an accelerated basis in part or in full upon the occurrence of certain events. The RSUs and RSAs are accounted for as equity awards and are measured at fair value based upon the grant date price of the Company’s common stock. The closing price of the Company’s common stock on each grant date during 2025 ranged from $0.63 to $1.02. The closing price of the Company’s common stock on each grant during 2024 ranged from $0.74 to $2.92. Compensation expense is recognized on a straight-line basis over the requisite service period of one-to-three years. Compensation expense for performance-based RSUs (“PSUs”) is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria.

During 2025 there were 3,736 RSUs and RSAs granted that were time-based. During 2024 there were 3,033 RSUs and RSAs granted that were time-based.

For the fiscal year ended January 3, 2026, we recorded compensation expense of $8,931 related to RSUs and RSAs. As of January 3, 2026, there was unrecognized compensation expense of $4,924 related to unvested RSUs and RSAs based on awards that are expected to vest. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 1.27 years.

Share-Based Compensation Expense

The share-based compensation expense is net of amounts capitalized to internally-developed software of $835 and $746 during the fiscal years 2025 and 2024, respectively.

For the fiscal years 2025 and 2024, the Company recorded share-based compensation expense related to stock options, RSUs and RSAs of $8,108 and $11,985, respectively.