MOTORCAR PARTS OF AMERICA INC 10-Q

Item 5. Other Information (a) None. (b) None. (c) During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each such term is defined in Item 408 of Regulation S-K. 38 Table of Contents Item 6. Exhibits (a) Exhibits: Number Description of Exhibit Method of Filing 3.1 Certificate of Incorporation of the Company Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 declared effective on March 22, 1994 (the “1994 Registration Statement”). 3.2 Amendment to Certificate of Incorporation of the Company Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (No. 33-97498) declared effective on November 14, 1995. 3.3 Amendment to Certificate of Incorporation of the Company Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1997. 3.4 Amendment to Certificate of Incorporation of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the “1998 Form 10-K”). 3.5 Amendment to Certificate of Incorporation of the Company Incorporated by reference to Exhibit C to the Company’s proxy statement on Schedule 14A filed with the SEC on November 25, 2003. 3.6 Amended and Restated By-Laws of Motorcar Parts of America, Inc. Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on August 24, 2010. 3.7 Certificate of Amendment of the Certificate of Incorporation of the Company Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on April 17, 2014. 3.8 Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on June 9, 2016 Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 14, 2016. 3.9 Amendment to the Amended and Restated By-Laws of the Company Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 22, 2017. 3.10 Third Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on January 26, 2022 Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 1, 2022. 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed on August 9, 2022 4.2 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on December 15, 2010. 4.3 Amended and Restated 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 5, 2013. 39 Table of Contents Number Description of Exhibit Method of Filing 4.4 Second Amended and Restated 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 3, 2014. 4.5 2014 Non-Employee Director Incentive Award Plan Incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on March 3, 2014. 4.6 Third Amended and Restated 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on November 20, 2017. 4.7 Fourth Amended and Restated 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 24, 2020. 4.8 2022 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 29, 2022. 4.9 Form of Convertible Promissory Note Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 31, 2023. 4.10 Form of Common Stock Warrant Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 31, 2023. 4.11 First Amended and Restated Convertible Promissory Note Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K filed on June 14, 2023. 4.12 First Amended and Restated Common Stock Warrant Incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K filed on June 14, 2023. 4.13 First Amended and Restated 2022 Incentive Award Plan Incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on July 26, 2024. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Filed herewith. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Filed herewith. 31.3 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Filed herewith. 32.1 Certifications of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 Filed herewith. 97.1 Policy for Recovery of Erroneously Awarded Compensation Incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K/A filed on June 28, 2024. 40 Table of Contents Number Description of Exhibit Method of Filing 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document) 101.SCM Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 41 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOTORCAR PARTS OF AMERICA, INC. Dated: February 10, 2025 By: /s/ David Lee David Lee Chief Financial Officer Dated: February 10, 2025 By: /s/ Kamlesh Shah Kamlesh Shah Chief Accounting Officer 42