UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 10-Q

_____________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 2928, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-18914

_____________________

Dorman Products, Inc.

(Exact name of registrant as specified in its charter)

_____________________


Pennsylvania						23-2078856
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania						18915
(Address of principal executive offices)						(Zip Code)

(215) 997-1800

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

DORM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of ~~May~~July 131, 2025, the registrant had 30,~~511~~534,~~174~~243 shares of common stock, par value $0.01 per share, outstanding.

Table of Contents

DORMAN PRODUCTS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

~~March~~June 2928, 2025

		Page
PART I — FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations and Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Shareholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2325
ITEM 4.	Controls and Procedures	2325
PART II — OTHER INFORMATION
ITEM 1.	Legal Proceedings	2527
ITEM 1A.	Risk Factors	2527
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2527
ITEM 3.	Defaults Upon Senior Securities	2527
ITEM 4.	Mine Safety Disclosures	2627
ITEM 5.	Other Information	2627
ITEM 6.	Exhibits	2628
Exhibit Index		2728
Signatures		2829

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended				Six Months Ended
(in thousands, except per share data)	~~March~~June 2928, 2025		~~March~~June 3029, 2024		June 28, 2025		June 29, 2024
Net sales	$	~~507~~540,~~692~~959	$	~~468~~502,~~701~~951	$	1,048,651	$	971,652
Cost of goods sold	~~299~~321,~~984~~446		~~287~~303,~~255~~550		621,430		590,805
Gross profit	~~207~~219,~~708~~513		~~181~~199,~~446~~401		427,221		380,847
Selling, general, and administrative expenses	~~127~~137,~~634~~032		~~127~~126,~~008~~949		264,666		253,957
Income from operations	8082,~~074~~481		5472,~~438~~452		162,555		126,890
Interest expense, net	7,~~358~~182		10,~~605~~202		14,540		20,807
Other (income) expense, net	(1,361)		40
Other income, net	(1,544)		(136)		(2,905)		(96)
Income before income taxes	7476,~~077~~843		4362,~~793~~386		150,920		106,179
Provision for income taxes	1618,~~572~~134		1014,~~965~~976		34,706		25,941
Net income	$	5758,~~505~~709	$	3247,~~828~~410	$	116,214	$	80,238
Other comprehensive income:
Change in foreign currency translation adjustment	~~222~~2,339		(~~1,099~~519)		2,561		(1,618)
Comprehensive Income	$	5761,~~727~~048	$	3146,~~729~~891	$	118,775	$	78,620
Earnings per share:
Basic	$	1.8892	$	1.0553	$	3.80	$	2.58
Diluted	$	1.8791	$	1.0553	$	3.78	$	2.58
Weighted average shares outstanding:
Basic	30,~~576~~518		3130,~~140~~957		30,547		31,048
Diluted	30,~~810~~680		31,~~250~~071		30,744		31,160

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except for share data)	~~March~~June 2928, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	6056,~~612~~845	$	57,137
Accounts receivable, less allowance for doubtful accounts of $1,913 and $1,619	555,077		573,787
Accounts receivable, less allowance for doubtful accounts of $2,131 and $1,619	532,121		573,787
Inventories	~~734~~798,~~575~~211		707,977
Prepaids and other current assets	2539,~~728~~554		30,859
Total current assets	1,~~375~~426,~~992~~731		1,369,760
Property, plant, and equipment, net	~~167~~166,~~062~~606		164,499
Operating lease right-of-use assets	~~115~~112,~~373~~024		118,499
Goodwill	~~443~~444,~~153~~334		442,886
Intangible assets, net	~~272~~267,~~811~~830		278,213
Deferred tax assets	5,~~836~~865		5,786
Other assets	4748,~~524~~075		44,878
Total assets	$	2,~~427~~471,~~751~~465	$	2,424,521
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	221,~~030~~307	$	231,814
Accrued compensation	2124,~~185~~083		44,002
Accrued customer rebates and returns	203,~~386~~167		204,355
Revolving credit facility	—		13,960
Current portion of long-term debt	2131,~~875~~250		28,125
Other accrued liabilities	5840,~~694~~267		41,546
Total current liabilities	~~526~~520,~~170~~074		563,802
Long-term debt	~~439~~430,~~613~~338		439,513
Long-term operating lease liabilities	~~101~~97,~~451~~720		105,142
Deferred tax liabilities, net	3,710		3,700
Deferred tax liabilities	3,803		3,700
Other long-term liabilities	19,~~403~~784		18,894
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized; 30,539,334 and 30,565,855 shares issued and outstanding in 2025 and 2024, respectively	306		306
Common stock, $0.01 par value; 50,000,000 shares authorized; 30,523,887 and 30,565,855 shares issued and outstanding in 2025 and 2024, respectively	305		306
Additional paid-in capital	~~117~~121,~~190~~914		119,077
Retained earnings	1,~~226~~281,~~461~~741		1,180,862
Accumulated other comprehensive loss	(64,~~553~~214)		(6,775)
Total shareholders’ equity	1,~~337~~399,~~404~~746		1,293,470
Total liabilities and shareholders' equity	$	2,~~427~~471,~~751~~465	$	2,424,521

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Three Months Ended March 29, 2025
	Three Months Ended June 28, 2025
	Common Stock			Additional Paid-InCapital		RetainedEarnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	SharesIssued	ParValue
Balance at December 31, 2024	30,565,855	$	306	$	119,077	$	1,180,862	$	(6,775)	$	1,293,470
Exercise of stock options	3,840	—		372		—		—		372
Compensation expense under incentive stock plans	—	—		3,613		—		—		3,613
Purchase and cancellation of common stock	(95,870)	(1)		(173)		(11,906)		—		(12,080)
Issuance of common stock under incentive stock plans, net of cancellations	109,461	1		(1)		—		—		—
Other stock-related activity	(43,952)	—		(5,698)		—		—		(5,698)
Change in foreign currency translation adjustment	—	—		—		—		222		222
Net income	—	—		—		57,505		—		57,505
Balance at March 29, 2025	30,539,334	$	306	$	117,190	$	1,226,461	$	(6,553)	$	1,337,404
	Three Months Ended March 30, 2024
Exercise of stock options	3,521	—		357		—		—		357
Compensation expense under incentive stock plans	—	—		4,524		—		—		4,524
Purchase and cancellation of common stock	(29,123)	—		(52)		(3,429)		—		(3,481)
Issuance of common stock under incentive stock plans, net of cancellations	11,031	—		—		—		—		—
Other stock-related activity	(876)	(1)		(105)		—		—		(106)
Change in foreign currency translation adjustment	—	—		—		—		2,339		2,339
Net income	—	—		—		58,709		—		58,709
Balance at June 28, 2025	30,523,887	$	305	$	121,914	$	1,281,741	$	(4,214)	$	1,399,746
	Three Months Ended June 29, 2024
	Common Stock			Additional Paid-InCapital		RetainedEarnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	SharesIssued	ParValue
Balance at December 31, 2023	31,299,770	$	313	$	101,045	$	1,069,435	$	(2,590)	$	1,168,203
Exercise of stock options	5,540	—		340		—		—		340
Compensation expense under incentive stock plans	—	—		2,931		—		—		2,931
Purchase and cancellation of common stock	(317,932)	(3)		(572)		(26,561)		—		(27,136)
Issuance of common stock under incentive stock plans, net of cancellations	41,357	—		—		—		—		—
Other stock-related activity	(16,865)	—		(1,533)		(39)		—		(1,572)
Change in foreign currency translation adjustment	—	—		—		—		(1,099)		(1,099)
Net income	—	—		—		32,828		—		32,828
Balance at March 30, 2024	31,011,870	$	310	$	102,211	$	1,075,663	$	(3,689)	$	1,174,495
Exercise of stock options	3,549	—		219		—		—		219
Compensation expense under incentive stock plans	—	—		3,849		—		—		3,849
Purchase and cancellation of common stock	(273,390)	(3)		(492)		(24,509)		—		(25,004)
Issuance of common stock under incentive stock plans, net of cancellations	24,521	1		960		—		—		961
Other stock-related activity	(878)	—		(33)		(58)		—		(91)
Change in foreign currency translation adjustment	—	—		—		—		(519)		(519)
Net income	—	—		—		47,410		—		47,410
Balance at June 29, 2024	30,765,672	$	308	$	106,714	$	1,098,506	$	(4,208)	$	1,201,320
	Six Months Ended June 28, 2025
	Common Stock			Additional Paid-InCapital		RetainedEarnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	SharesIssued	ParValue
Balance at December 31, 2024	30,565,855	$	306	$	119,077	$	1,180,862	$	(6,775)	$	1,293,470
Exercise of stock options	7,361	—		729		—		—		729
Compensation expense under incentive stock plans	—	—		8,137		—		—		8,137
Purchase and cancellation of common stock	(124,993)	(1)		(225)		(15,335)		—		(15,561)
Issuance of common stock under incentive stock plans, net of cancellations	120,492	1		(1)		—		—		—
Other stock-related activity	(44,828)	(1)		(5,803)		—		—		(5,804)
Change in foreign currency translation adjustment	—	—		—		—		2,561		2,561
Net income	—	—		—		116,214		—		116,214
Balance at June 28, 2025	30,523,887	$	305	$	121,914	$	1,281,741	$	(4,214)	$	1,399,746
	Six Months Ended June 29, 2024
	Common Stock			Additional Paid-InCapital		RetainedEarnings		Accumulated Other Comprehensive Loss		Total
(in thousands, except share data)	SharesIssued	ParValue
Balance at December 31, 2023	31,299,770	$	313	$	101,045	$	1,069,435	$	(2,590)	$	1,168,203
Exercise of stock options	9,089	—		559		—		—		559
Compensation expense under incentive stock plans	—	—		6,780		—		—		6,780
Purchase and cancellation of common stock	(591,322)	(6)		(1,064)		(51,070)		—		(52,140)
Issuance of common stock under incentive stock plans, net of cancellations	65,878	1		960		—		—		961
Other stock-related activity	(17,743)	—		(1,566)		(97)		—		(1,663)
Change in foreign currency translation adjustment	—	—		—		—		(1,618)		(1,618)
Net income	—	—		—		80,238		—		80,238
Balance at June 29, 2024	30,765,672	$	308	$	106,714	$	1,098,506	$	(4,208)	$	1,201,320

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	Six Months Ended
(in thousands)	~~March~~June 2928, 2025		~~March~~June 3029, 2024
Cash Flows from Operating Activities:
Net income	$	57116,~~505~~214	$	3280,~~828~~238
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and accretion	13,843		13,851
Depreciation and amortization	27,762		28,203
Provision for doubtful accounts	~~314~~654		11(15)
(Benefit) provision for deferred income taxes	(4675)		~~475~~472
Provision for stock-based compensation	38,~~613~~137		26,~~931~~780
Changes in assets and liabilities:
Accounts receivable	1841,~~410~~185		~~40,454~~627
Inventories	(2689,~~539~~695)		1716,~~235~~745
Prepaids and other current assets	5(2,~~635~~911)		2(5,~~377~~739)
Other assets	(34,~~275~~871)		(~~918~~3,339)
Accounts payable	(1110,~~264~~649)		(4512,~~084~~112)
Accrued customer rebates and returns	(~~971~~1,203)		(~~18,156~~806)
Accrued compensation and other liabilities	(524,~~988~~763)		54,~~976~~275
Cash provided by operating activities	5159,~~237~~785		51115,~~980~~329
Cash Flows from Investing Activities:
Property, plant, and equipment additions	(1019,~~985~~435)		(1022,~~755~~690)
Cash used in investing activities	(1019,~~985~~435)		(1022,~~755~~690)
Cash Flows from Financing Activities:
Payments of revolving credit line	(13,960)		(1123,~~600~~300)
Payments of long-term debt	(6,250)		(36,~~125~~250)
Proceeds from exercise of stock options	372		340
Payment of deferred acquisition consideration	—		(200)
Purchase and cancellation of common stock	(11,274)		(27,609)
Proceeds from exercise of stock options	729		559
Other stock-related activity	(5,698)		(1,573)
Purchase and cancellation of common stock	(15,561)		(52,033)
Cash used in financing activities	(36,810)		(43,567)
Other stock-related activity	(5,804)		(704)
Effect of exchange rate changes on Cash and Cash Equivalents	33		(39)
Cash used in financing activities	(40,846)		(81,928)
Net Increase (Decrease) in Cash and Cash Equivalents	3,475		(2,381)
Effect of exchange rate changes on Cash and Cash Equivalents	204		(58)
Net (Decrease) Increase in Cash and Cash Equivalents	(292)		10,653
Cash and Cash Equivalents, Beginning of Period	57,137		36,814
Cash and Cash Equivalents, End of Period	$	6056,~~612~~845	$	3447,~~433~~467
Supplemental Cash Flow Information
Cash paid for interest expense	$	411,~~581~~513	$	1020,~~397~~332
Cash paid for income taxes	$	~~523~~42,714	$	~~839~~26,374

See accompanying Notes to Condensed Consolidated Financial Statements

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DORMAN PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 2928, 2025, AND ~~MARCH~~JUNE 3029, 2024

(UNAUDITED)

1. Basis of Presentation

As used herein, unless the context requires otherwise, “Dorman,” the “Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries. Our ticker symbol on The Nasdaq Stock Market LLC is “DORM.”

The accompanying unaudited condensed consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) for interim financial information and under the rules and regulations of the U.S. Securities and Exchange Commission. However, they do not include all the information and footnotes required by GAAP for a complete set of financial statements. In the opinion of management, all adjustments (~~consisting~~comprising of only normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended ~~March~~June 2928, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period. We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers and the introduction of new products and product lines to customers. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

2. Sales of Accounts Receivable

We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell (factor) certain accounts receivable at discounted rates to the financial institutions. Transactions under these agreements were accounted for as sales of accounts receivable, and the related accounts receivable were removed from our Condensed Consolidated Balance Sheets when sold. Sales of accounts receivable under these agreements, and ~~related~~associated factoring costs, which were included in selling, general, and administrative expenses, were as follows:

Three Months Ended

Six Months Ended

(in thousands)

~~March~~June 2928, 2025

~~March~~June 3029, 2024

June 28, 2025

June 29, 2024

Sales of accounts receivable

~~334~~354,~~170~~904

~~285~~251,~~218~~538

689,074

536,756

Factoring costs

14,~~588~~566

1312,~~610~~622

29,154

26,232

3. Inventories

Inventories include the cost of material, freight, duties, direct labor, and overhead utilized in the processing of our products and are stated at the lower of cost or net realizable value. Inventories were as follows:

(in thousands)	~~March~~June 2928, 2025		December 31, 2024
Raw materials	$	28,~~854~~211	$	29,233
Bulk product	~~243~~256,~~542~~521		246,604
Finished product	~~451~~502,~~371~~190		421,734
Packaging materials	1011,~~808~~289		10,406
Total	$	~~734~~798,~~575~~211	$	707,977

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4. Goodwill and Intangible Assets

Goodwill

Goodwill included the following:

(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Consolidated
Balance at December 31, 2024	$	313,704	$	55,706	$	73,476	$	442,886
Measurement period adjustment	—		—		154		154
Foreign currency translation	—		~~113~~1,294		—		~~113~~1,294
Balance at March 29, 2025	$	313,704	$	55,819	$	73,630	$	443,153
Balance at June 28, 2025	$	313,704	$	57,000	$	73,630	$	444,334

Intangible Assets

Intangible assets included the following:

	March 29, 2025						December 31, 2024
	June 28, 2025						December 31, 2024
Intangible assets subject to amortization	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(in thousands)
Customer relationships	$	173,~~430~~984	$	4346,~~862~~570	$	~~129~~127,~~568~~414	$	173,430	$	41,358	$	132,072
Trade names	67,690		1617,~~062~~063		5150,~~628~~627		67,690		14,999		52,691
Product portfolio	107,800		1819,~~194~~876		8987,~~606~~924		107,800		16,522		91,278
Technology	2,167		1,~~380~~442		~~787~~725		2,167		1,318		849
Patents and other	2,350		1,~~128~~210		1,~~222~~140		2,350		1,027		1,323
Total	$	353,~~437~~991	$	8086,~~626~~161	$	~~272~~267,~~811~~830	$	353,437	$	75,224	$	278,213

Amortization expense was $5.5 million and $5.65 million during the three months ended ~~March~~June 28, 2025, and June 29, 2024, and $11.0 million and $11.1 million during the six months ended June 28, 2025, and ~~March~~June 3029, 2024, respectively.

5. Debt

As of ~~March~~June 2928, 2025, and December 31, 2024, the interest rate on the outstanding borrowings under our credit facility was 5.6768% and 5.71%, respectively.

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6. Segment and Geographic Information

Segment results are as follows:

	For the Three Months ended March 29, 2025
	For the Three Months ended June 28, 2025
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	~~408~~424,~~856~~328	$	5162,~~680~~060	$	4754,~~156~~571	$	~~507~~540,~~692~~959
Cost of goods sold	~~236~~248,~~999~~139		3846,~~477~~705		2426,~~508~~602		~~299~~321,~~984~~446
Factoring expense	14,~~588~~566		—		—		14,~~588~~566
Other segment expenses	7583,~~776~~322		1314,~~366~~833		1718,~~827~~531		~~106~~116,~~969~~686
Segment income (loss) from operations	$	81,493	$	(163)	$	4,821	$	86,151
Segment income from operations	$	78,301	$	522	$	9,438	$	88,261
	For the Three Months ended March 30, 2024
	For the Three Months ended June 29, 2024
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	~~359~~385,~~293~~358	$	5761,~~809~~189	$	5156,~~599~~404	$	~~468~~502,~~701~~951
Cost of goods sold	~~216~~230,~~485~~628		4445,~~568~~185		2627,~~194~~735		~~287~~303,~~247~~548
Factoring expense	1312,~~610~~622		—		—		1312,~~610~~622
Other segment expenses	7176,~~403~~196		13,~~232~~283		18,~~236~~639		~~102~~108,~~871~~118
Segment income from operations	$	5765,~~795~~912	$	92,721	$	710,~~169~~030	$	6478,~~973~~663
	For the Six Months ended June 28, 2025
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	833,184	$	113,740	$	101,727	$	1,048,651
Cost of goods sold	485,138		85,182		51,110		621,430
Factoring expense	29,154		—		—		29,154
Other segment expenses	159,098		28,199		36,358		223,655
Segment income from operations	$	159,794	$	359	$	14,259	$	174,412
	For the Six Months ended June 29, 2024
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	744,651	$	118,998	$	108,003	$	971,652
Cost of goods sold	447,113		89,753		53,929		590,795
Factoring expense	26,232		—		—		26,232
Other segment expenses	147,599		26,515		36,875		210,989
Segment income from operations	$	123,707	$	2,730	$	17,199	$	143,636

A reconciliation of segment income from operations to consolidated income before income taxes is as follows:

	For the Three Months Ended
(in thousands)	March 29, 2025		March 30, 2024
Segment income from operations	$	86,151	$	64,973
Acquisition-related intangible assets amortization	(5,471)		(5,484)
Acquisition-related transaction and other costs	(492)		(483)
Pretax reduction in workforce costs	(114)		(4,568)
Interest expense, net	(7,358)		(10,605)
Other income (expense), net	1,361		(40)
Consolidated income before income taxes	$	74,077	$	43,793

The following table presents our net sales by geographic region:

	Three Months Ended
(in thousands)	March 29, 2025		March 30, 2024
Net sales to U.S. customers	$	464,453	$	428,855
Net sales to non-U.S. customers	43,239		39,846
Total	$	507,692	$	468,701

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A reconciliation of segment income from operations to consolidated income before income taxes is as follows:


	For the Three Months Ended				For the Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Segment income from operations	$	88,261	$	78,663	$	174,412	$	143,636
Acquisition-related intangible assets amortization	(5,406)		(5,481)		(10,877)		(10,965)
Acquisition-related transaction and other costs	(341)		(448)		(833)		(931)

Pretax reduction in workforce costs	(33)		(282)		(147)		(4,850)

Interest expense, net	(7,182)		(10,202)		(14,540)		(20,807)
Other income, net	1,544		136		2,905		96
Consolidated income before income taxes	$	76,843	$	62,386	$	150,920	$	106,179

The following table presents our net sales by geographic region:


	Three Months Ended				Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales to U.S. customers	$	502,159	$	462,514	$	966,613	$	891,369
Net sales to non-U.S. customers	38,800		40,437		82,038		80,283
Total	$	540,959	$	502,951	$	1,048,651	$	971,652

7. Commitments and Contingencies

We are a party to, or otherwise involved in, legal proceedings that arise in the ordinary course of business, ~~such~~including as various claims and legal actions involving contracts, employment ~~claims~~disputes, competitive practices, intellectual property infringement, product liability claims, and other matters ~~arising~~related ~~out~~to of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, taking into account relevant insurance coverage, would likely have a material financial impact on the Company, and we believe the range of reasonably possible losses from current matters, taking into account relevant insurance coverage, is immaterial. However, legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of any of these matters could have a material adverse impact on the Company’s cash flows, financial position, or results of operations in the period in which any such effects are recorded.

8. Stock-Based Compensation

Restricted Stock ~~Awards~~Units (“~~RSAs~~RSUs”) and Restricted Stock ~~Units~~Awards (“~~RSUs~~RSAs”)

We grant RSUs, and prior to January 2020 we granted RSAs, to participants in our equity plans. Performance-based RSUs granted in the ~~three~~six months ended ~~March~~June 2928, 2025, included certain grants that vest based on our total shareholder return ranking relative to the Nasdaq US Benchmark Auto Parts Index over a three-year performance period (market condition), and other grants that vest based upon achievement of return on invested capital targets over a three-year performance period (performance condition).

Compensation cost related to ~~RSA~~RSU and ~~RSU~~RSA grants was $34.32 million and $23.52 million for the three months ended ~~March~~June 28, 2025, and June 29, 2024, respectively, and $7.5 million and $5.7 million for the six months ended June 28, 2025, and ~~March~~June 3029, 2024, respectively, and was included in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our RSA and RSU activity for the three months ended March 29, 2025:

	Shares	WeightedAverageFair Value
Balance at December 31, 2024	340,578	$	97.84
Granted	130,771	$	141.83
Vested	(102,178)	$	96.75
Canceled	(7,333)	$	101.40
Balance at March 29, 2025	361,838	$	114.75

For the three months ended March 29, 2025, we granted 21,948 performance-based RSUs containing a market condition with a grant date fair value of $195.03 per share. For the three months ended March 30, 2024, we granted 32,109 performance-based RSUs containing a market condition with a grant date fair value of $138.58 per share.

As of March 29, 2025, there was $33.0 million of unrecognized compensation cost related to unvested RSU grants that is expected to be recognized over a weighted average period of 2.3 years.

Stock Options

From time to time, we grant stock options to participants in our equity plans. Compensation cost related to stock option grants was $0.3 million and $0.4 million for the three months ended March 29, 2025, and March 30, 2024, respectively, and was included as selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

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	Shares	WeightedAveragePrice		WeightedAverageRemainingTerm(years)	AggregateIntrinsicValue (in thousands)
Balance at December 31, 2024	234,289	$	89.44
Canceled	(1,775)	$	88.77
Exercised	(3,840)	$	96.93
Balance at March 29, 2025	228,674	$	89.31	4.3	$	7,179
Exercisable at March 29, 2025	177,296	$	88.16	4.0	$	5,771

The following table summarizes our RSU and RSA activity for the six months ended June 28, 2025:

As of March 29, 2025, there was $1.7 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 1.7 years.


	Shares	Weighted Average Fair Value
Balance at December 31, 2024	340,578	$	97.84
Granted	142,677	$	140.50
Vested	(113,057)	$	96.22
Canceled	(9,694)	$	104.43
Balance at June 28, 2025	360,504	$	115.84

For the six months ended June 28, 2025, we granted 21,948 performance-based RSUs containing a market condition with a grant date fair value of $195.03 per share. For the six months ended June 29, 2024, we granted 32,109 performance-based RSUs containing a market condition with a grant date fair value of $138.58 per share.

As of June 28, 2025, there was $30.0 million of unrecognized compensation cost related to unvested RSU grants that is expected to be recognized over a weighted average period of 2.1 years.

Stock Options

From time to time, we grant stock options to participants in our equity plans. Compensation cost related to stock option grants was $0.3 million and $0.4 million for the three months ended June 28, 2025, and June 29, 2024, respectively, and $0.6 million and $0.8 million for the six months ended June 28, 2025, and June 29, 2024, respectively, and is included as selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes our stock option activity for the six months ended June 28, 2025:


	Shares	Weighted Average Price		Weighted Average Remaining Term (years)	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2024	234,289	$	89.44

Canceled	(1,775)	$	88.77
Exercised	(7,361)	$	99.09
Balance at June 28, 2025	225,153	$	89.12	4.1	$	7,924
Exercisable at June 28, 2025	174,092	$	87.92	3.7	$	6,337

As of June 28, 2025, there was $1.4 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.5 years.

Employee Stock Purchase Plan ("ESPP")

During the three and six months ended June 29, 2024, we issued 13,555 shares under the ESPP.

9. Earnings Per Share

Basic earnings per share was calculated by dividing our net income by the weighted average number of shares of common stock outstanding during the period, excluding unvested RSAs which are considered to be contingently issuable. To calculate diluted earnings per share, common stock equivalents are added to the weighted average number of ~~common~~ shares ~~outstanding.~~of ~~Common~~common stock ~~equivalents are calculated using the treasury stock method and are computed based on~~ outstanding ~~stock-based awards~~.

For the three months ended March 29, 2025, and March 30, 2024, there were approximately 39,000 shares and 319,000 shares, respectively, that were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.11

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Common stock equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards.

For the three months ended June 28, 2025, and June 29, 2024, there were approximately 127,000 shares and 225,000 shares, respectively, and for the six months ended June 28, 2025, and June 29, 2024, there were approximately 83,000 shares and 272,000 shares, respectively, that were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

The following table sets forth the computation of basic earnings per share and diluted earnings per share:

	Three Months Ended				Six Months Ended
(in thousands, except per share data)	~~March~~June 2928, 2025		~~March~~June 3029, 2024		June 28, 2025		June 29, 2024
Net income	$	57,505	$	32,828
Numerator:
Net income	$	58,709	$	47,410	$	116,214	$	80,238
Denominator:
Weighted average basic shares outstanding	30,~~576~~518		3130,~~140~~957		30,547		31,048
Effect of stock-based compensation awards	~~234~~162		~~110~~114		197		112
Weighted average diluted shares outstanding	30,~~810~~680		31,~~250~~071		30,744		31,160
Earnings Per Share:
Basic	$	1.8892	$	1.0553	$	3.80	$	2.58
Diluted	$	1.8791	$	1.0553	$	3.78	$	2.58

10. Common Stock Repurchases

We periodically repurchase, at the then-current market price, and cancel common stock issued to the Dorman Products, Inc. 401(k) Retirement Plan and Trust (the “401(k) Plan”). 401(k) Plan participants can no longer purchase shares of Dorman common stock as an investment option under the 401(k) Plan. Shares are generally purchased by the Company from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination, or other reasons. The following table summarizes the repurchase and cancellation of common stock by the Company for the periods indicated:


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Shares repurchased and canceled	—		1,245		2,070		9,004
Total cost of shares repurchased and canceled (in thousands)	$	—	$	113	$	261	$	786
Average price per share	$	—	$	90.86	$	126.08	$	87.34

Separately, we repurchase shares under share repurchase programs authorized by our Board of Directors. Share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion. The Company is not obligated to acquire a specific number of shares under the programs.

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~~termination, or other reasons.~~ The following table summarizes the repurchase and cancellation of common stock byin the ~~Company~~three ~~for~~and ~~the~~six ~~periods~~months ~~indicated:~~ended June 28, 2025, and June 29, 2024:

	Three Months Ended				Six Months Ended
	March 29, 2025		March 30, 2024
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Shares repurchased and canceled	229,~~070~~123		7272,~~759~~145		122,923		582,318
Total cost of shares repurchased and canceled (in thousands)	$	~~261~~3,482	$	~~673~~24,891	$	15,300	$	51,354
Average price per share	$	~~126~~119.0856	$	8691.7746	$	124.47	$	88.19

~~Separately,~~At ~~our Board of Directors previously authorized the repurchase of up to $600 million of our common stock through December~~June 3128, ~~2024~~2025, ~~under a share repurchase program and subsequent authorizations (the “Prior Program”)~~$484.7 million ~~The~~was ~~Prior Program expired on December 31, 2024, along with all amounts that remained~~ available for ~~use~~repurchase under the ~~Prior~~program ~~Program~~in ~~as of that date~~effect.

In October 2024, the Company’s Board of Directors authorized the purchase of up to $500 million of our common stock under a new share repurchase program that is effective from January 1, 2025, through December 31, 2027 (the “New Program”). At March 29, 2025, $488 million was available for repurchase under the New Program.

Under each of the Prior Program and the New Program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion. The share repurchase programs do not obligate us to acquire any specific number of shares.

The following table summarizes the repurchase and cancellation of common stock under the New Program in the three months ended March 29, 2025, and under the Prior Program in the three months ended March 30, 2024:

	Three Months Ended
	March 29, 2025		March 30, 2024
Shares repurchased and canceled	93,800		310,173
Total cost of shares repurchased and canceled (in thousands)	$	11,818	$	26,463
Average price per share	$	125.99	$	85.32

11. Income Taxes

At ~~March~~June 2928, 2025, we had $10.45 million of net unrecognized tax benefits, $8.9.0 million of which would lower our effective tax rate if recognized. ~~Interest~~We recognize interest and penalties related to ~~uncertain~~unrecognized tax ~~positions~~benefits ~~are recognized~~ in income tax expense. The total amount of interest and penalties related to unrecognized tax benefits recorded within tax expense were not material asfor ofthe ~~March~~six months ended June 2928, 2025. At June 28, 2025, accrued interest and penalties related to unrecognized tax benefits were $3.9 million.

We file income tax returns in the United States, Canada, China, India, and Mexico. The statute of limitations for tax years before 2021 is closed for U.S. federal income tax purposes. The statute of limitations for tax years before 2017 is closed for the states in which we filed. The statute of limitations for tax years before ~~2021~~2022 is closed for income tax purposes in Canada and China. The statute of limitations for tax years before 2020 is closed for income tax purposes in India. ~~The~~and ~~statute of limitations for tax years before 2019 is closed for income tax purposes in~~ Mexico.

On July 4, 2025, the One Big Beautiful Bill Act (the “Tax Act”) was signed into law, which introduced significant changes to the U.S. federal income tax code. The effects of these changes will be recognized in the period in which the legislation was enacted. We are currently assessing the impacts that the Tax Act may have on our results of operations, financial condition, and cash flows.

12. Related-Party Transactions

We lease a portion of our Lewisberry, PA facility from an entity in which ~~Mr.~~Steven Berman, our Non-Executive Chairman, and certain of his family members are owners. The Lewisberry lease is a non-cancelable operating lease and expires December 31, 2027.

We also lease our facilities in Madison, IN, and Shreveport, LA, from entities in which Lindsay Hunt, our former President, Specialty Vehicle, and certain of her family members are owners. Each lease is a non-cancelable operating lease and will expire on October 31, 2027.

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non-cancelable operating lease, was renewed in October 2022 in connection with the acquisition of Super ATV, LLC, a leading supplier to the powersports aftermarket ("SuperATV"), and will expire on October 31, 2027.

We have service agreements with counterparties that are majority-owned by a family member of Ms. Hunt. These agreements provide for various warehouse and facility-related services at agreed-upon rates.

The following table represents the estimated payments for the year ending December 31, 2025, and actual payments for the year ended December 31, 2024, under the related party agreements described above:


	Year Ending		Year Ended
(in thousands)	December 31, 2025		December 31, 2024
Facility leases with entities related to Steven Berman	$	735	$	715
Facility leases with entities related to Lindsay Hunt	$	2,812	$	2,757
Service agreements with entities related to Lindsay Hunt	$	46	$	54

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We are a partner in a joint venture with one of our suppliers and own a minority interest in two other suppliers. Two of these investments are accounted for under the equity method, and one is accounted for under the cost method.

13. Fair Value Disclosures

The carrying values of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value ~~based~~due onto the short-term nature of these instruments. The carrying value of borrowings under our credit facility approximates fair value because these borrowings bear interest at rates indexed to a market rate (Term SOFR).

14. Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU expands disclosures in the income tax rate reconciliations table and cash taxes paid, and is effective for annual periods beginning after December 15, 2024.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU requires additional disclosures about categories of expenses, including, among other things, quantitative disclosures for employee compensation, depreciation, intangible asset amortization, selling expenses, and purchases of inventory. The updated guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

We expect to implement these new standards by their effective dates, and do not ~~expect~~anticipate that their adoption towill have an impact on our results of operations, financial condition, or cash flows.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of

Operations

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in PART I, ITEM 1 of this Quarterly Report on Form 10-Q. As used herein, unless the context requires otherwise, “Dorman,” the “Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to net sales, diluted earnings per share, gross profit, gross margin, selling, general, and administrative expenses, income tax expense, income before income taxes, net income, cash and cash equivalents, indebtedness, liquidity, the Company’s share repurchase program, the Company’s outlook, the Company’s growth opportunities and future business prospects, operational costs and productivity initiatives, inflation, tariffs, supplier diversification, price increases, long-term value, acquisitions and acquisition opportunities, investments, cost offsets, quarterly fluctuations, new product development, customer concessions, and fluctuations in foreign currency. Words such as “may,” “believe,” “demonstrate,” “expect,” “estimate,” “forecast,” “project,” “plan,” “anticipate,” “intend,” “should,” “will,” and “likely” and similar expressions identify forward-looking statements. However, the absence of these words does not mean the statements are not forward-looking. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statements were made. Such forward-looking statements are based on current expectations that involve known and unknown risks, uncertainties, and other factors (many of which are outside of our control) that may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected.

Please refer to “Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” located in PART I of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as updated by our subsequent filings with the SEC, for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. The Company is under no obligation to, and expressly disclaims any such obligation to, update any of the information in this document, including but not limited to any situation where any forward-looking statement later turns out to be inaccurate, whether as a result of new information, future events, or otherwise.

Introduction

The following discussion and analysis, as well as other sections in this Quarterly Report on Form 10-Q, should be read in conjunction with the unaudited condensed consolidated financial statements and footnotes thereto of Dorman Products, Inc. included in “PART 1, ITEM 1. Financial Statements” of this Quarterly Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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This Quarterly Report on Form 10-Q contains the registered and unregistered trademarks or service marks of Dorman and are the property of Dorman Products, Inc. and/or its affiliates. This Quarterly Report on Form 10-Q also may contain additional trade names, trademarks, or service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with or endorsement or sponsorship of us by these parties.

Overview

We are one of the leading suppliers of replacement and upgrade parts in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks, as well as specialty vehicles, including utility terrain vehicles (UTVs) and all-terrain vehicles (ATVs). We operate through three business segments: Light Duty, Heavy Duty, and Specialty Vehicle, consistent with the sectors of the motor vehicle aftermarket industry in which we operate. For more information on our segments, refer to Note 8, “Segment Information,” to the Consolidated Financial Statements, included under Part II, ITEM 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

As of December 31, 2024, we marketed approximately 138,000 distinct parts compared to approximately 133,000 as of December 31, 2023, many of which we designed and engineered. This number excludes private label stock keeping units and other variations in how we market, package, and distribute our products, includes distinct parts of acquired companies, and reflects distinct parts that have been discontinued at the end of their lifecycle. Our products are sold under our various brand names, under our customers’ private label brands, or in bulk. We are one of the leading aftermarket suppliers of parts that were traditionally available to professional installers and consumers only from original equipment, or OE, manufacturers, or salvage yards. These parts include, among ~~other parts~~others, leaf springs, intake manifolds, exhaust manifolds, oil filters and coolers, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers, driveshafts, UTV windshields, and complex electronics modules.

We generate most of our net sales from customers in North America, primarily in the United States. Our products are sold primarily through aftermarket retailers, including through their online platforms; dealers; national, regional, and local warehouse distributors and specialty markets; and salvage yards. We also distribute aftermarket parts outside the United States, with sales primarily into Canada and Mexico, and to a lesser extent, Europe, the Middle East, and Australia.

We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers as well as our ability and the ability of our suppliers to deliver products ordered by our customers. The introduction of new products and product lines to customers, as well as business acquisitions and changes in weather conditions, may also cause significant fluctuations from quarter to quarter.

Critical Accounting Policies

There have been no material changes to the Company’s critical accounting policies as described in the Annual Report on Form 10-K for the year ended December 31, 2024.

New Product Development

New product development is ana ~~important~~key success factor for us and has been a ~~source~~significant ofcontributor to our growth. We have made incremental investments to increase our new product development efforts to grow our business and strengthen our relationships with our customers. The investments primarily have been in the form of increased product development resources, ~~increased~~additional customer and end-user awareness programs, and customer service improvements. These investments have enabled us to

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provide an expanding array of new product offerings and grow revenues at levels that generally have exceeded market growth rates.

In the ~~three~~six months ended ~~March~~June 2928, 2025, we introduced 12,~~185~~588 new distinct parts to our customers and end-users, including ~~492~~914 “New-to-the-Aftermarket” parts. We introduced 5,335 new distinct parts to our customers and end-users in the fiscal year ended December 31, 2024, including 1,659 “New-to-the-Aftermarket” parts.

One area of focus for the light-duty sector has been our complex electronics program, which capitalizes on the growing number of electronic components being utilized on today’s OE platforms. New vehicles contain an average of approximately 100 electronic modules, with some high-end luxury vehicles exceeding that. Our complex electronics products are designed and developed in-house and tested to help ensure consistent performance,. ~~and~~Our ~~our~~ product portfolio is focused on further developing our leadership position in this category.

Another area of focus has been on products we market for the heavy-duty sector. We believe that this sector provides many of the same growth opportunities that the light-duty sector has provided us. We specialize in offering parts to this sector that were traditionally only available from OE manufacturers or salvage yards, similar to how we approach the light-duty sector.

Within the specialty vehicle sector, we focus on providing performance parts and accessories and nondiscretionary repair parts for UTVs and ATVs. We are dedicated to developing better and more innovative materials that will be compatible across a wide variety of makes and models to enhance both the performance and appearance of customers’ vehicles.

Acquisitions

A key component of our strategy is growth through acquisitions. We may acquire businesses in the future to supplement our financial growth, ~~increase~~expand our customer base, add to our distribution capabilities, or enhance our product development resources, among other reasons.

Industry Factors

The Company’s financial results are also impacted by various industry factors, including, but not limited to, the number, age, and condition of vehicles in operation at any ~~one~~given time, and the miles driven by those vehicles.

Vehicles in Operation

The Company’s products are primarily purchased and installed on a subsegment of the passenger and light-duty vehicles in operation in the United States (“VIO”), specifically weighted towards vehicles aged 7 to 14 years old. Each year, the United States seasonally adjusted annual rate (“US SAAR”) of new vehicles purchased adds a new year to the VIO. According to data from the Auto Care Association (“Auto Care”), the US SAAR experienced a decline from 2008 to 2011 as consumers purchased fewer new vehicles as a result of the Great Recession of 2008. We believe that the declining US SAAR during that period ~~resulted~~led into a follow-on decline in our primary VIO subsegment (7-to-14-year-old vehicles) commencing in 2016. However, following 2011 and the impact of the Great Recession of 2008, U.S. consumers began to increase their purchases of new vehicles, which over time caused the US SAAR to recover and return to more historical levels. The 7-to-14-year-old vehicle car parc has continued to grow over the past several years, which we expect will expand demand for aftermarket replacement parts as more vehicles remain in operation.

In addition, we believe that vehicle owners generally are operating their current vehicles longer than they did several years ago, performing necessary repairs and maintenance to keep those vehicles well-maintained. We believe this trend has supported an increase in VIO, which increased to 298.5

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million, a 1% increase in 2024 over 2023. According to data published by Polk, a division of IHS Automotive, the average age of VIO increased to 12.8 years as of October 2024 from 12.6 years as of October 2023.

Miles Driven

The number of miles driven is another important statistic that impacts our business. Generally, as vehicles are driven more miles, the more likely it is that parts will fail and there will be increased demand for replacement parts, including our parts. According to the U.S. Department of Transportation, the number of miles driven through October 2024 increased 1.0% year over year in the light-duty sector. However, global gasoline prices remained high during 2024 and, if they continue, they may negatively impact miles driven as consumers reduce travel or seek alternative methods of transportation.

Brand Protection

We operate in a highly competitive market. As a result, we ~~are~~ continuously ~~evaluating~~evaluate our approach to ~~brand~~branding, pricing, and terms tofor our ~~different~~various customers and channels. For example, we maintain brand protection policies, which are designed to ensure that certain of our branded products are not advertised below certain approved pricing levels. In addition, we may pursue legal remedies when we ~~see~~observe third parties violating our intellectual property rights, including those that ~~violate~~infringe on our patents, ~~wrongfully~~misrepresent ~~represent~~ our products as their own, or use our product images for their own marketing efforts.

Discounts, Allowances, and Incentives

We offer a variety of customer discounts, rebates, returns for defective and slow-moving ~~product returns~~products, and other incentives. We may offer cash discounts for paying invoices in accordance with the specified discount terms of the invoice. In addition, we may offer pricing discounts based on volume purchased from us or other pricing discounts related to programs under a customer’s agreement. These incentives can be in the form of “off-invoice” discounts that are immediately deducted from sales at the time of sale. For those customers who choose to receive their incentives on a quarterly or annual basis instead of “off-invoice,” we provide rebates and accrue for such incentives as the related sales are made and reduce sales accordingly. Additionally, rebates and discounts are provided to customers to support promotional activities such as advertising and sales force allowances.

Our customers, particularly our larger retail customers, regularly seek more favorable pricing and product return provisions, and extended payment terms when negotiating with us. We attempt to avoid or minimize these concessions as much as possible, but we have granted pricing concessions, indemnification rights, and extended customer payment terms, and allowed a higher level of product returns in certain cases. These concessions ~~impact~~affect both our net sales asand ~~well as our~~ profit levels, and may require additional capital to ~~finance~~support the business. We expect our customers to continue to exert pressure on our margins.

Customer Acquisition Costs

We may incur customer acquisition costs where we incur change-over costs to induce a customer to switch from a competitor’s brand, including expanding new product lines into our existing customers. Change-over costs include the costs ~~related~~associated towith removing the customer’s inventory of competitor products and replacing it with our products, which is commonly referred to as a stock lift. Customer acquisition costs are recorded as a reduction to revenue when incurred.

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Product Warranty and Overstock Returns

We warrant our products against certain defects in material and workmanship when used as designed on the vehicle on which it was originally installed. We offer a limited lifetime warranty on most of our products in the light-duty parts categories, with more limited warranties for our heavy-duty and specialty vehicle products. In addition to warranty returns, we may permit our customers to return new, undamaged products to us within customer-specific limits if they have overstocked their inventories. At the time products are sold, we accrue a liability for product warranties and overstock returns as a percentage of sales based upon estimates established using historical information on the nature, frequency, and average cost of ~~the~~claims ~~claim~~ and the probability of ~~the~~ customer ~~return~~returns. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. Revisions to these estimates are made, when necessary, based on changes in these factors. We regularly study trends of such claims.

Foreign Currency

Many of our products and related raw materials and components are ~~purchased~~sourced from suppliers in avarious ~~variety of~~ non-U.S. countries. The products generally are ~~purchased~~sourced through purchase orders with the purchase price specified in U.S. dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the U.S. dollar and various foreign currencies between the time of execution of the purchase order and payment for the product.

To the extent that the U.S. dollar changes in value relative to those foreign currencies in the future, the prices charged by our suppliers for goods under new purchase orders may change in equivalent U.S. dollars. The largest portion of our overseas purchases comes from China. The exchange rate of the Chinese yuan to the U.S. dollar ~~exchange rate~~ has fluctuated over the past several years. Any future changes in the value of the Chinese yuan relative to the U.S. dollar may result in a change in the cost of goods that we purchase from China. However, the cost of the goods we procure is also affected by other factors, including raw material availability, labor costs, tariffs, and transportation costs.

We have operations located outside the United States with various functional currencies. Because our consolidated financial statements are denominated in U.S. dollars, the assets, liabilities, net sales, and expenses that are denominated in currencies other than the U.S. dollar must be converted into U.S. dollars using exchange rates for the current period. As a result, fluctuations in foreign currency exchange rates may impact our financial results.

Impact of Labor Market and Inflationary Costs

We experienced broad-based inflationary impacts during the year ended December 31, 2023, due primarily to global transportation and logistics constraints, which resulted in significantly higher transportation costs, tariffs, material costs, and wage inflation from an increasingly competitive labor market. Certain of these increased costs in the second half of 2023 impacted our results of operations in the first half of 2024. Higher labor costs and material inflation resulting from geopolitical events, rising interest rates, disruptions to supply chain and logistics networks, and the trade policies of the U.S. or the countries where we source or sell our products may negatively impact our ~~results in the~~ future results. We attempt to offset inflationary pressures with cost-saving initiatives, price increases to customers, and the use of alternative suppliers. There can be no assurance that we will be successful in implementing such cost-saving initiatives, pricing increases, or supplier diversification in the future to offset increased inflationary costs.

Impact of Interest Rates

Our business is subject to interest rate risk under the terms of our customer accounts receivable sales programs, as a change in the Term Secured Overnight Financing Rate (“Term SOFR”) or

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alternative discount rate affects the cost incurred to factor eligible accounts receivable. Additionally, our outstanding borrowings under our credit facility bear interest at variable rates tied to Term SOFR or the applicable base rate. Under the terms of the credit facility, a change in interest rates affects the rate at which we can borrow funds thereunder and impacts the interest cost on existing borrowings. Interest rates may ~~hold~~remain steady at their current ~~rates~~levels for prolonged periods or may increase in the future, resulting in increased costs associated with our accounts receivable sales programs and outstanding borrowings. Interest rates remained elevated throughout much of 2024, but began to decline starting in the second half of ~~2024,~~that ~~and~~year. Interest rates remained relatively stable throughout the first quarter of 2025, but declined in the second quarter of 2025.

Impact of Tariffs

We source the majority of our raw materials and parts from suppliers in avarious ~~variety of~~ non-U.S. countries. In 2024, approximately 72% of our products were ~~purchased~~sourced from suppliers in avarious ~~variety of~~ non-U.S. countries, with approximately 45% of our products ~~being~~sourced ~~purchased~~ from third-party suppliers in China. The current U.S. administration recently implemented new tariffs, ~~and~~ announced additional tariffs that are expected to take effect in the ~~possibility~~coming ofmonths, ~~increasing~~and ~~current~~indicated ~~tariffs~~that orfurther ~~implementing~~tariff ~~additional~~changes ~~ones~~are possible depending on the outcome of trade negotiations with other countries. We expect these actions and any reactionary tariff adjustments made by other countries towill impact our business and contribute to inflationary cost increases. As a result, we are taking actions designed to mitigate the potential impacts of these tariffs, including, but not limited to, diversifying our supply chain, passing along price increases to our customers, and negotiating cost concessions from our suppliers where possible. Absent any changes in trade regulations, we anticipate inflationary cost increases due to these tariffs, ~~and~~as well as any resulting impact on macroeconomic conditions and our business, to continue throughout the remainder of 2025. There can be no assurance that the recently announced tariffs or future imposition of any tariffs, changes thereto, or actions taken by countries in response to the tariffs will not have a material adverse effect on our business, results of operations, financial condition, or liquidity in any period or that any actions we take to mitigate the impact of the tariffs will be effective.

Starting in the third quarter of 2025, we implemented pass-through price increases to offset the dollar impact of the new tariff costs. We expect to see a temporary increase in gross and operating margin percentages in 2025 due to the price increases taking effect before the increased cost of inventory reflecting higher tariffs is recognized as an expense in our statement of operations.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items in our Condensed Consolidated Statements of Operations:

	Three Months Ended*								Six Months Ended*
(in thousands, except percentage data)	~~March~~June 2928, 2025				~~March~~June 3029, 2024				June 28, 2025				June 29, 2024
Net sales	$	~~507~~540,~~692~~959	100.0	%	$	~~468~~502,~~701~~951	100.0	%	$	1,048,651	100.0	%	$	971,652	100.0	%
Cost of goods sold	~~299~~321,~~984~~446		59.14	%	~~287~~303,~~255~~550		6160.34	%	621,430		59.3	%	590,805		60.8	%
Gross profit	~~207~~219,~~708~~513		40.96	%	~~181~~199,~~446~~401		3839.76	%	427,221		40.7	%	380,847		39.2	%
Selling, general, and administrative expenses	~~127~~137,~~634~~032		25.13	%	~~127~~126,~~008~~949		2725.12	%	264,666		25.2	%	253,957		26.1	%
Income from operations	8082,~~074~~481		15.82	%	5472,~~438~~452		1114.64	%	162,555		15.5	%	126,890		13.1	%
Interest expense, net	7,~~358~~182		1.43	%	10,~~605~~202		2.30	%	14,540		1.4	%	20,807		2.1	%
Other (income) expense, net	(1,361)		(0.3)	%	40		—	%
Other income, net	(1,544)		(0.3)	%	(136)		(0.0)	%	(2,905)		(0.3)	%	(96)		(0.0)	%
Income before income taxes	7476,~~077~~843		14.62	%	4362,~~793~~386		912.34	%	150,920		14.4	%	106,179		10.9	%
Provision for income taxes	1618,~~572~~134		3.34	%	1014,~~965~~976		2.3.0	%	34,706		3.3	%	25,941		2.7	%
Net income	$	5758,~~505~~709	1110.39	%	$	3247,~~828~~410	79.04	%	$	116,214	11.1	%	$	80,238	8.3	%

*Percentage of sales information may not add due to rounding

~~Three Months Ended March 29, 2025, Compared to Three Months Ended March 30, 2024~~20

Net sales increased $39.0 million, or 8.3%, for the three months ended March 29, 2025, compared to the prior year period, driven by increased customer demand and sales of new products in our Light Duty segment, partially offset by soft market conditions in the heavy duty and specialty vehicle sectors.

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~~Gross~~Three ~~profit~~Months asEnded aJune 28, ~~percentage of net sales increased 220 basis points compared to the prior year period~~2025, ~~primarily~~Compared ~~due~~ to ~~the~~Three ~~sales~~Months ~~growth~~Ended ~~noted above and favorable mix from higher sales of new products~~June 29, ~~as well as productivity, automation, and supplier diversification initiatives, which delivered cost savings.~~2024

~~Selling,~~Net ~~general,~~sales ~~and administrative expenses (“SG&A”)~~ increased $038.60 million, ~~but~~or ~~decreased 200 basis points as a percentage of net sales~~7.6%, for the three months ended ~~March~~June 2928, 2025, compared to the prior year period, ~~due~~driven toby ~~favorable~~volume ~~leverage~~growth onfrom ~~higher~~increased ~~net~~customer ~~sales~~demand inand ~~the~~sales ~~current~~of ~~year~~new ~~period.~~products ~~SG&A~~in ~~for~~our ~~the~~Light ~~three~~Duty ~~months ended March 30~~segment, ~~2024,~~and ~~included~~new ~~costs~~business ~~incurred~~wins in ~~connection~~our ~~with~~Heavy aDuty ~~reduction~~segment, inpartially ~~workforce~~offset ~~action~~by ~~that~~reduced ~~was~~demand ~~enacted~~ in ~~February~~our ~~2024,~~Specialty ~~net~~Vehicle ofsegment ~~realized~~impacted ~~savings~~by assoft amarket ~~result~~conditions ofin ~~that~~the ~~action~~specialty vehicle sector.

~~Interest~~Gross ~~expense,~~profit ~~net,~~as ~~decreased~~a ~~$3.2~~percentage ~~million~~of ~~for~~net ~~the~~sales ~~three~~increased ~~months~~100 ~~ended~~basis ~~March 29,~~points ~~2025,~~ compared to the prior year period., ~~The~~primarily ~~decrease~~due ~~was~~to ~~driven~~the bysales ~~lower~~growth ~~outstanding~~noted ~~principal~~above ~~on our revolving credit facility~~ and ~~term~~favorable ~~loan~~mix asfrom ahigher ~~result~~sales of ~~repayments~~new ~~over the last several quarters~~products, as well as ~~lower~~supplier ~~average~~diversification, ~~Term~~productivity, ~~SOFR~~and ~~rates~~automation ininitiatives, ~~the~~that ~~current~~delivered ~~year~~cost ~~period~~savings.

~~Our~~Selling, ~~effective~~general, ~~tax~~and ~~rate~~administrative ~~decreased~~expenses to(“SG&A”) 22increased $10.4%1 ~~for~~million, ~~the~~or ~~three~~10 ~~months~~basis ~~ended~~points ~~March 29,~~as ~~2025,~~a ~~from~~percentage ~~25.0%~~of net sales, for the three months ended ~~March~~June 3028, ~~2024~~2025, ~~due~~compared to ~~tax~~the ~~deductions~~prior ~~related~~year toperiod, ~~the~~as ~~vesting~~favorable ofleverage ~~restricted~~from ~~stock~~higher ~~units~~sales was more than offset by additional investments made in the current year period.

Interest expense, net, decreased $3.0 million for the three months ended June 28, 2025, compared to the prior year period. The decrease was driven by lower outstanding principal on our revolving credit facility and term loan, resulting from repayments over the last several quarters, as well as lower average Term SOFR rates during the current year period.

Our effective tax rate decreased to 23.6% for the three months ended June 28, 2025, from 24.0% for the three months ended June 29, 2024.

Six Months Ended June 28, 2025, Compared to Six Months Ended June 29, 2024

Net sales increased $77.0 million, or 7.9%, for the six months ended June 28, 2025, compared to the prior year period, driven by increased customer demand and sales of new products in our Light Duty segment, partially offset by reduced demand impacted by soft market conditions in the heavy duty and specialty vehicle sectors.

Gross profit as a percentage of net sales increased 150 basis points compared to the prior year period, primarily due to the sales growth noted above and favorable mix from higher sales of new products, as well as supplier diversification, productivity, and automation initiatives, that delivered cost savings.

Selling, general, and administrative expenses (“SG&A”) increased $10.7 million, but decreased 90 basis points as a percentage of net sales, for the six months ended June 28, 2025, compared to the prior year period, due to favorable leverage on higher net sales that more than offset additional investments made in the current year period.

Interest expense, net, decreased $6.3 million for the six months ended June 28, 2025, compared to the prior year period. The decrease was driven by lower outstanding principal on our revolving credit facility and term loan resulting from repayments over the last several quarters, as well as lower average Term SOFR rates during the current year period.

Our effective tax rate decreased to 23.0% for the six months ended June 28, 2025, from 24.4% for the three months ended June 29, 2024, due to tax deductions related to the vesting of restricted stock units in the current year period.

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Segment Operating Results

Segment operating results were as follows:

	For the Three Months Ended				For the Six Months Ended
(in thousands)	~~March~~June 2928, 2025		~~March~~June 3029, 2024		June 28, 2025		June 29, 2024
Net Sales:
Light Duty	$	~~408~~424,~~856~~328	$	~~359~~385,~~293~~358	$	833,184	$	744,651
Heavy Duty	5162,~~680~~060		5761,~~809~~189		113,740		118,998
Specialty Vehicle	4754,~~156~~571		5156,~~599~~404		101,727		108,003
Total	$	~~507~~540,~~692~~959	$	~~468~~502,~~701~~951	$	1,048,651	$	971,652
Segment income (loss) from operations
Segment Income From Operations
Light Duty	$	8178,~~493~~301	$	5765,~~795~~912	$	159,794	$	123,707
Heavy Duty	~~(163)~~522		92,721		359		2,730
Specialty Vehicle	49,~~821~~438		710,~~169~~030		14,259		17,199
Total	$	8688,~~151~~261	$	6478,~~973~~663	$	174,412	$	143,636

Three Months Ended June 28, 2025, Compared to Three Months Ended June 29, 2024

Light Duty

Light Duty net sales increased $4939.60 million, or 1310.81%, for the three months ended ~~March~~June 2928, 2025, compared to the prior year period, primarily due to volume growth from increased customer demand and sales of new products.

Light Duty segment income from operations as a percentage of net sales increased to 1918.95% for the three months ended ~~March~~June 2928, 2025, from 1617.1% for the three months ended ~~March~~June 3029, 2024. This increase was primarily driven by supplier diversification initiatives, favorable mix driven by higher new product sales, operational excellence initiatives delivering cost- savings, and favorable leverage on higher net sales.

20Heavy Duty

Heavy Duty net sales increased $0.9 million, or 1.4%, for the three months ended June 28, 2025, compared to the prior year period. The increase in net sales primarily reflects new business wins.

Heavy Duty segment income as a percentage of net sales decreased to 0.8% for the three months ended June 28, 2025, from 4.4% for the three months ended June 29, 2024. This decrease was primarily driven by the impact of investments we made as part of initiatives to grow sales and improve margins on a long-term basis.

Specialty Vehicle

Specialty Vehicle net sales decreased $1.8 million, or 3.2%, for the three months ended June 28, 2025, compared to the prior year period, primarily due to reduced customer demand, partially offset by price increases.

Specialty Vehicle segment income as a percentage of net sales decreased to 17.3% from 17.8% for the three months ended June 28, 2025, and June 29, 2024, respectively. This decrease was primarily driven by the deleverage of fixed costs on lower net sales volumes.

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Six Months Ended June 28, 2025, Compared to Six Months Ended June 29, 2024

Light Duty

Light Duty net sales increased $88.5 million, or 11.9%, for the six months ended June 28, 2025, compared to the prior year period, primarily due to increased customer demand and sales of new products.

Light Duty segment income from operations as a percentage of net sales increased to 19.2% for the six months ended June 28, 2025, from 16.6% for the six months ended June 29, 2024. This increase was primarily driven by favorable mix from higher new product sales, operational excellence initiatives delivering cost savings, and favorable leverage on higher net sales.

Heavy Duty

Heavy Duty net sales decreased $65.13 million, or 104.64%, for the ~~three~~six months ended ~~March~~June 2928, 2025, compared to the prior year period. The decrease in net sales primarily reflects reduced customer demand from continued market pressures in freight transportation and the trucking aftermarket, partially offset by price increases.

Heavy Duty segment income as a percentage of net sales decreased 30to ~~basis~~0.3% ~~points~~ for the ~~three~~six months ended ~~March~~June 2928, 2025, ~~compared~~from to2.3% for the ~~prior~~six ~~year~~months ~~period~~ended June 29, 2024. This decrease was primarily driven by the deleverage of fixed costs on lower net sales volumes and the impact of investments we made as part of initiatives to grow sales and improve margins on a long-term basis.

Specialty Vehicle

Specialty Vehicle net sales decreased $46.43 million, or 85.68%, for the ~~three~~six months ended ~~March~~June 2928, 2025, compared to the prior year period, primarily due to reduced customer demand.

Specialty Vehicle segment income as a percentage of net sales decreased to 1014.20% from 1315.9% for the ~~three~~six months ended ~~March~~June 2928, 2025, and ~~March~~June 3029, 2024, respectively. This decrease was primarily driven by the deleverage of fixed costs on lower net sales volumes.

Liquidity and Capital Resources

Historically, our primary source of liquidity has been the cash flow wegenerated ~~generate~~ from our operations, including flexibility provided by accounts receivable sales programs facilitated through certain customers. Key components of our liquidity and capital resources were as follows:

(in thousands)	~~March~~June 2928, 2025		December 31, 2024
Cash and cash equivalents	$	6056,~~612~~845	$	57,137
Working Capital	$	~~849~~906,~~822~~657	$	805,958
Shareholders' equity	$	1,~~337~~399,~~404~~746	$	1,293,470

Based on our current operating plan, we believe that our sources of available capital are ~~adequate~~sufficient to meet our ongoing cash needs for at least the next twelve months. However, our liquidity could be negatively affected by higher tariffs, ~~extending~~an ~~payment~~extension ~~terms~~of tocustomer ~~customers~~payment terms, a decrease in demand for our products, higher interest rates, the outcome of contingencies, or other factors. See Note 7, “Commitments and Contingencies”, in the accompanying condensed consolidated financial statements for additional information regarding commitments and contingencies that may affect our liquidity.

Tariffs

~~Tariffs~~Increases ~~increase~~in tariffs accelerate our use of cash, ~~since~~as we pay for the ~~tariffs~~higher costs upon ~~the~~ arrival of our goods in the United States, but we collect the cash on any pass-through price increases from our customers on a delayed basis according to the payment terms negotiated with our customers. We currently anticipate that additional liquidity needs to pay for increased tariffs on products we import can be managed through increased use of our accounts receivable sales programs with certain customers, as well as our existing revolving credit facility.

~~Payment Terms and Accounts Receivable Sales Programs~~23

Over the past several years, we have continued to extend payment terms to certain customers as a result of customer requests and market demands. These extended terms have resulted in increased accounts receivable levels and significant uses of cash. Where available and when we deem appropriate, we participate in accounts receivable sales programs with several customers that allow us to sell our accounts receivable to financial institutions to offset the negative cash flow impact of these payment term extensions. However, any sales of accounts receivable through these programs ultimately result in us receiving a lesser amount of cash upfront than if we collected those accounts

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~~receivable~~customers ~~ourselves~~on ina ~~due~~delayed ~~course~~basis, ~~resulting~~taking ininto ~~accounts~~account ~~receivable~~our ~~factoring~~inventory ~~costs.~~turns ~~Moreover,~~and ~~since~~payment ~~these~~terms ~~accounts~~negotiated ~~receivable~~with ~~sales~~our ~~programs~~customers. ~~bear~~We ~~interest~~currently atanticipate ~~rates~~that ~~tied~~additional toliquidity ~~the~~needs ~~Term~~to ~~SOFR~~cover orincreased ~~other~~tariffs ~~reference~~on ~~rates,~~imported ~~increases~~products incan ~~these~~be ~~applicable~~managed ~~rates~~through ~~increase~~additional ~~our~~factoring ~~cost~~under ~~to sell~~ our ~~receivables~~accounts ~~and~~receivable ~~reduce~~sales ~~the~~programs ~~amount~~with ofcertain ~~cash we receive. See PART I~~customers, ~~ITEM~~as 3.well ~~Quantitative~~as ~~and~~borrowings ~~Qualitative~~under ~~Disclosures~~our ~~about~~existing ~~Market~~revolving ~~Risk~~credit ~~for more information~~facility. ~~Further extensions of customer payment terms would result in additional uses of cash or increased costs associated with the sales of accounts receivable.~~

Payment Terms and Accounts Receivable Sales Programs

Over the past several years, we have continued to extend payment terms to certain customers in response to customer requests and market demands. These extended terms have resulted in increased accounts receivable levels and significant cash usage. Where available and when we deem appropriate, we participate in accounts receivable sales programs with several customers that enable us to sell our accounts receivable to financial institutions to offset the negative cash flow impact of these payment term extensions. However, any sales of accounts receivable through these programs ultimately result in us receiving a lesser amount of cash upfront than if we collected those accounts receivable ourselves in due course, resulting in accounts receivable factoring costs. Moreover, since these accounts receivable sales programs bear interest at rates tied to the Term SOFR or other reference rates, increases in these applicable rates increase our cost to sell our receivables and reduce the amount of cash we receive. See PART I, ITEM 3. Quantitative and Qualitative Disclosures about Market Risk for more information. Further extensions of customer payment terms would result in additional cash usage or increased costs associated with the sales of accounts receivable.

Sales of accounts receivable under these programs, and related factoring costs, were as follows:

Three Months Ended

Six Months Ended

(in thousands)

~~March~~June 2928, 2025

~~March~~June 3029, 2024

June 28, 2025

June 29, 2024

Sales of accounts receivable

~~334~~354,~~170~~904

~~285~~251,~~218~~538

689,074

536,756

Factoring costs

14,~~588~~566

1312,~~610~~622

29,154

26,232

If receivables had not been sold, $~~918~~989.31 million and $853.6 million of additional receivables would have been outstanding at ~~March~~June 2928, 2025, and December 31, 2024, respectively, based on standard payment terms. Further extensions of customer payment terms would result in additional ~~uses of~~ cash usage or increased costs associated with the sales of accounts receivable.

Credit Agreement

We have a credit agreement that consists of a $600.0 million revolving credit facility and a $500.0 million term loan. The credit agreement matures on October 4, 2027, is guaranteed by the Company’s material domestic subsidiaries, and is supported by a security interest in substantially all of the Company’s material domestic subsidiaries’ personal property and assets, subject to certain exceptions. As of ~~March~~June 2928, 2025, there was $462.5 million in outstanding borrowings under the term loan. Also on that date, we had outstanding letters of credit for $1.21 million in aggregate. Net of outstanding borrowings and letters of credit, we had $598.89 million available under the credit facility at ~~March~~June 2928, 2025.

Our credit agreement contains affirmative and negative covenants. As of ~~March~~June 2928, 2025, we were not in default with respect to our credit agreement.

Refer to Note 7, “Long-Term Debt” to the Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for additional information.

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Cash Flows

The following summarizes the activities included in the Condensed Consolidated Statements of Cash Flows:

	Three Months Ended
	Six Months Ended
(in thousands)	~~March~~June 2928, 2025		~~March~~June 3029, 2024
Cash provided by operating activities	$	5159,~~237~~785	$	51115,~~980~~329
Cash used in investing activities	(1019,~~985~~435)		(1022,~~755~~690)
Cash used in financing activities	(3640,~~810~~846)		(4381,~~567~~928)
Effect of foreign exchange on cash and cash equivalents	33204		(3958)
Net increase (decrease) in cash and cash equivalents	$	3,475	$	(2,381)
Net (decrease) increase in cash and cash equivalents	$	(292)	$	10,653

For the ~~three~~six months ended ~~March~~June 2928, 2025, cash provided by operating activities decreased $055.75 million ~~over~~from the prior year period as a result of cash used to fund investments in inventory to meet customer demand and to pay for increased tariffs on imports, partially offset by higher proceeds from accounts receivable.

Investing activities used cash of $1119.04 million and $1022.87 million during the ~~three~~six months ended ~~March~~June 2928, 2025, and ~~March~~June 3029, 2024, respectively.

22Financing activities during the six months ended June 28, 2025, included $15.3 million paid to repurchase 122,923 shares of common stock and $20.2 million to repay outstanding borrowings under our credit agreement. During the six months ended June 29, 2024, we paid $51.2 million to repurchase 581,880 shares of common stock and $29.6 million to repay outstanding borrowings under our credit agreement.

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Financing activities during the three months ended March 29, 2025, included $11.8 million paid to repurchase 93,800 shares of common stock under our new share repurchase plan, and the repayments of $14.0 million of outstanding borrowings under our revolving credit facility and $6.3 million of our term loan balance under our credit agreement. During the three months ended March 30, 2024, we paid $26.9 million to repurchase 316,285 shares of common stock under our prior share repurchase plan, and the repayment of $11.6 million of outstanding borrowings under our revolving credit facility and $3.1 million of our term loan balance under our credit agreement

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk is the potential loss arising from adverse changes in interest rates. Accounts receivable factored under our customer-sponsored accounts receivable sales programs bear interest at rates tied to Term SOFR or alternative discount rates, ~~and~~resulting ~~result~~ in us incurring costs as those accounts receivable are factored. Additionally, interest expense from our variable-rate debt is impacted by reference rates.

Under the terms of our customer-sponsored programs to sell accounts receivable, a change in the reference rate would affect the amount of financing costs we incur and the amount of cash we receive upon the sales of accounts receivable under these programs. A one-percentage-point increase in Term SOFR or the discount rates on the accounts receivable sales programs would have increased our factoring costs and reduced the amount of cash we would have received by approximately $2.78 million and $2.30 million for the three months ended ~~March~~June 28, 2025, and June 29, 2024, respectively, and $5.5 million and $4.3 million for the six months ended June 28, 2025, and ~~March~~June 3029, 2024, respectively.

Under the terms of our credit agreement, a change in the reference rate or the lender’s base rate would affect the rate at which we could borrow funds thereunder. A one-percentage-point increase in the reference rate or base rate would have increased our interest expense on our variable rate debt under our credit agreement by approximately $1.21 million and $1.4 million for the three months ended ~~March~~June 28, 2025, and June 29, 2024, respectively, and $2.3 million and $2.8 million for the six months ended June 28, 2025, and ~~March~~June 3029, 2024, respectively.

ITEM 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

~~Changes in Internal Control Over Financial Reporting~~25

During the quarter ended March 29, 2025, we completed a project to replace our Heavy Duty segment’s enterprise resource planning (ERP) software with SAP as part of a plan to integrate and upgrade our technology platforms. We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this period of change. We have also updated our processes related to internal control over financial reporting, as necessary, to accommodate applicable changes in our business processes resulting from the implementation of the new SAP technology to support accounting activities for the Heavy Duty segment. We will continue to evaluate the operating effectiveness of related key controls during subsequent periods to ensure adequate internal control over financial reporting.

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~~Other~~effectiveness ~~than~~of ~~the~~our ~~changes~~disclosure ~~described~~controls ~~above~~and procedures, ~~there~~as ~~was~~such noterm ~~change~~is ~~in our internal control over financial reporting (as~~ defined in Rule 13a-15(fe) under the Securities Exchange Act) ~~that~~of ~~occurred~~1934, ~~during~~as amended (the ~~three~~“Exchange ~~months~~Act”). ~~ended~~Based ~~March~~on ~~29,~~this ~~2025~~evaluation, ~~that~~our ~~materially~~Chief ~~affected~~Executive Officer and our Chief Financial Officer have concluded that, oras isof ~~reasonably~~the ~~likely~~end toof ~~materially~~the ~~affect~~period covered by this report, our ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures, ~~reporting~~as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended June 28, 2025, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Control systems, no matter how well-conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. ~~Further~~Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. ~~Because~~Due ofto the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements ~~due~~resulting tofrom error or fraud may occur and not be detected. The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and controls.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The information set forth under Note 7, “Commitments and Contingencies,” to the Notes to Condensed Consolidated Financial Statements contained in PART I, ITEM 1 of this report is incorporated herein by reference.

ITEM 1A. Risk Factors

There have been no material changes in our risk factors from the risks previously reported in PART 1, ITEM 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider the factors discussed in PART I, ITEM 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

During the three months ended ~~March~~June 2928, 2025, we purchased shares of our common stock as follows:

Period	Total Numberof SharesPurchased	AveragePrice Paidper Share		Total Numberof SharesPurchased asPart of PubliclyAnnouncedPlans orPrograms (31)	MaximumNumber(or ApproximateDollar Value)of Shares thatMay Yet Be PurchasedUnder the Plans or Programs (31)
January 1, 2025, through January 25, 2025 (1)	1,403	$	125.76	—	$	500,000,000
March 30, 2025, through April 26, 2025	29,123	$	119.56	29,123	$	484,700,192
January 26, 2025, through February 22, 2025	—	$	—	—	$	500,000,000
April 27, 2025, through May 24, 2025	—	$	—	—	$	484,700,192
February 23, 2025, through March 29, 2025 (2)	94,467	$	126.00	93,800	$	488,182,136
May 25, 2025, through June 28, 2025	—	$	—	—	$	484,700,192
Total	9529,~~870~~123			9329,~~800~~123	$	~~488~~484,~~182~~700,~~136~~192

(1)~~Includes~~In 1October 2024,~~403~~ ~~shares~~the ~~purchased~~Company’s ~~from~~Board of Directors authorized the ~~Dorman~~purchase ~~Products,~~of ~~Inc.~~up ~~401(k)~~to ~~Plan~~$500 ~~and~~million ~~Trust~~of ~~(as~~our ~~described~~common instock ~~Note~~under ~~12,~~a ~~"Capital~~share ~~Stock"~~repurchase program effective from January 1, to2025, ~~the~~through ~~Notes~~December to31, ~~Consolidated~~2027. ~~Financial~~At ~~Statements~~June 28, ~~included~~2025, in$484.7 ~~this~~million ~~Annual~~was ~~Report~~available onfor ~~Form~~repurchase ~~10-K)~~under the program.

(2)Includes 667 shares purchased from the Dorman Products, Inc. 401(k) Plan and Trust.

(3)The Company's Board of Directors authorized a share repurchase program in December 2013, and through several actions taken since that time, has expanded the program to $600 million and extended the program through December 31, 2024 (the “Prior Program”). The Prior Program expired on December 31, 2024, along with all amounts that remained available for use under the Prior Program as of that date. In October 2024, the Company’s Board of Directors authorized the purchase of up to $500 million of our common stock under a new share repurchase program effective from January 1, 2025, through December 31, 2027 (the “New Program”). At March 29, 2025, $488.2 million was available for repurchase under the New Program.

ITEM 3. Defaults Upon Senior Securities

None

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ITEM 4. Mine Safety Disclosures

Not Applicable

ITEM 5. Other Information

Director and Executive Officer Trading Arrangements

The following table describes contracts, instructions, or written plans for the purchase or sale of the Company’s common stock intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a “Rule 10b5-1 Plan”) entered into or terminated during the quarter ended ~~March~~June 2928, 2025, by our directors and officers (as defined under Rule 16b-1(f) of the Exchange Act). There were no non-Rule ~~10b5-1 trading arrangements entered into or terminated by our directors and officers during the quarter ended March 29, 2025.~~

Name and Title of Director or Officer			Date of Adoption of Agreement			Expiration Date of Agreement1			Aggregate Number of Securities to be Purchased or Sold
Jeffrey L. Darby2SVP, Sales and Marketing			March 14, 2025			September 30, 2025			11,5353

~~1 Rule~~Table ~~10b5-1 Plan expires upon the date shown or, if earlier, upon completion~~ of ~~all authorized transactions under such plan (the “New Plan”).~~Contents

~~2 Mr. Darby previously executed a Rule~~ 10b5-1 ~~Plan~~trading onarrangements ~~December~~entered 5,into ~~2024, that expires on June 30, 2025,~~ or, ifterminated ~~earlier,~~by ~~upon~~our ~~completion~~directors ofand ~~all~~officers ~~authorized~~during ~~transactions under such plan (~~the ~~“Prior~~quarter ~~Plan”).~~ended ~~The~~March ~~New Plan includes some of the same shares as the Prior Plan~~29, ~~but the New Plan is effective with respect to such shares only to the extent they remain unsold under the Prior Plan~~2025.

3 Plan includes (i) the sale of up to 3,567 shares of the Company’s common stock currently held by Mr. Darby to the extent such shares remain unsold under the Prior Plan, (ii) the potential exercise of vested stock options and the associated sale of up to 5,737 shares of the Company’s common stock, to the extent such options remain unexercised and unsold under the Prior Plan, and (iii) the sale of up to 2,231 shares of the Company’s common stock currently held by Mr. Darby.


Name and Title of Director or Officer	Date of Adoption of Agreement1	Expiration Date of Agreement2	Aggregate Number of Securities to be Purchased or Sold
Donna M. Long SVP, Chief Information Officer	June 3, 2025	July 31, 2026	6,7993

1 Rule 10b5-1 Plan (the “Plan”) was effective as of June 3, 2025, and the Plan’s trading schedule was subsequently amended on June 9, 2025.

2 Plan expires upon the date shown or, if earlier, upon completion of all authorized transactions under the Plan.

3 Plan includes (i) the sale of up to 1,500 shares of the Company’s common stock and (ii) the potential exercise of vested stock options and the associated sale of up to 5,299 shares of the Company’s common stock. The actual number of shares sold may be less based on tax withholdings.

ITEM 6. Exhibits

(a)Exhibits

The Exhibits included in this report are listed in the Exhibit Index on page 2728, which is incorporated herein by reference.

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EXHIBIT INDEX

31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32			Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with this report). **
101			The following financial statements from the Dorman Products, Inc. Quarterly Report on Form 10-Q as of and for the quarter ended ~~March~~June 2928, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.
104			The cover page from the Company’s Quarterly Report on Form 10-Q as of and for the quarter ended ~~March~~June 2928, 2025, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith

** Furnished herewith

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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.

Dorman Products, Inc.

~~May~~August 65, 2025


/s/ Kevin M. Olsen
Kevin M. Olsen
President, Chief Executive Officer
(principal executive officer)

~~May~~August 65, 2025

/s/ David M. Hession David M. Hession Senior Vice President and Chief Financial Officer (principal financial ~~and accounting~~ officer)

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