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Stockholders' Equity and Share-Based Compensation | 12 Months Ended
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Dec. 28, 2024
Stockholders' Equity and Share-Based Compensation |
Stockholders' Equity and Share-Based Compensation | Note 5 – Stockholders’ Equity and Share-Based Compensation 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 year ended December 28, 2024, the Company did not repurchase any shares of common stock. During the fiscal year ended December 30, 2023, the Company repurchased 1,221 shares of its common stock at a total cost of $4,287, excluding commissions, at an average price of $3.51 per share. 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 December 28, 2024 and December 30, 2023, 260 shares and 114 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
​ | ​ | December 28, 2024 | ​ | December 30, 2023
Expected life | ​ | 0.5 years | ​ | 0.5 years
Risk-free interest rate | ​ | 5.26% - 5.37% | ​ | 4.76% - 5.47%
Expected volatility | ​ | 54.1% - 70.2% | ​ | 44.5% - 71.3%
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 December 28, 2024, approximately 364 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 December 28, 2024 and December 30, 2023: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | 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 |  | — | ​ | $ | — |  |  |  | ​ |
` |  |  | ​ |  |  |  |  |  | ​ |
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 | ​ | $ | —
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted |  | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | ​ | ​
​ | ​ | ​ | ​ | Average | ​ | Remaining | ​ | Aggregate
​ | ​ | ​ | ​ | Grant Date | ​ | Contractual | ​ | Intrinsic
​ |  | Shares |  | Price |  | Term (in years) |  | Value(1)
Options outstanding, December 31, 2022 |  | 3,463 | ​ | $ | 2.25 |  |  |  | ​ |
Granted |  | — | ​ | $ | — |  |  |  | ​ |
Exercised |  | (1,673) | ​ | $ | 1.58 |  |  |  | ​ |
Cancelled: |  |  | ​ |  |  |  |  |  | ​ |
Forfeited |  | (68) | ​ | $ | 2.82 |  |  |  | ​ |
Expired |  | (29) | ​ | $ | 7.40 |  |  |  | ​ |
Options outstanding, December 30, 2023 |  | 1,693 | ​ | $ | 2.79 |  | 5.03 | ​ | $ | 1,642
Vested and expected to vest at December 30, 2023 |  | 1,693 | ​ | $ | 2.79 |  | 5.03 | ​ | $ | 1,642
Options exercisable, December 30, 2023 |  | 1,642 | ​ | $ | 2.71 |  | 4.98 | ​ | $ | 1,631
(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 year 2024, 110 stock options were granted under the 2016 Equity Plan. No stock options were granted under the 2016 Equity Plan during the fiscal year 2023. 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 2024 and 2023, the total intrinsic value of the exercised options was $0 and $5,421, respectively. The Company had $65 of unrecognized share-based compensation expense related to stock options outstanding as of December 28, 2024, which the expense is expected to be recognized over a weighted-average period of 2.60 years. Restricted Stock Units and Restricted Stock Awards During the fiscal years 2024 and 2023, the Company granted an aggregate of 3,033 and 2,311, 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 2024 ranged from $0.74 to $2.92. The closing price of the Company’s common stock on each grant during 2023 ranged from $3.25 to $6.86. 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 2024 there were 3,033 RSUs and RSAs granted that were time-based. During 2023 there were 1,517 RSUs granted that were time-based and 794 granted that were performance-based. As of December 30, 2023, the performance criteria established to trigger vesting of the PSUs granted in 2023 was met. For the fiscal year ended December 28, 2024, we recorded compensation expense of $12,494 related to RSUs and RSAs. As of December 28, 2024, there was unrecognized compensation expense of $12,653 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 1.49 years. Share-Based Compensation Expense The share-based compensation expense is net of amounts capitalized to internally-developed software of $746 and $804 during the fiscal years 2024 and 2023, respectively. For the fiscal years 2024 and 2023, the Company recorded share-based compensation expense related to stock options, RSUs and RSAs of $11,985 and $11,675, respectively.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent + Details
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