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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 46 added, 23 removed, 275 unchanged (20% of the section changed)

4 unchanged sentences

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.

On October 4, 2022, we completed our acquisition of Super ATV, LLC ("SuperATV").

We have evaluated the existing controls and procedures of SuperATV and integrated SuperATV into our internal control over financial reporting as of December 31, 2023.

Refer to Note 2, "Business Acquisitions and Investments," to the Condensed Consolidated Financial Statements for additional information.

Management's Report on Internal Control Over Financial Reporting

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Changes in Internal Control Over Financial Reporting

Except for the integration of SuperATV into our internal control over financial reporting as of December 31, 2023 noted above, 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 quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our 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 quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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Other Information.

During the fourth quarter of 2023, none of our directors or executive officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Registration S-K).

Amended and Restated Cash Bonus Plan

On February 21, 2025, the Board of Directors of the Company amended and restated the Dorman Products, Inc.

2018 Cash Bonus Plan.

Among other things, the revised plan, referred to as the Amended and Restated Cash Bonus Plan, removes the $2 million limit placed on amounts paid to any participant in any plan year.

A copy of the Amended and Restated Cash Bonus Plan is filed as Exhibit 10.5 to this Annual Report on Form 10-K.

Rule 10b5-1 Trading Plans

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 December 31, 2024 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 December 31, 2024.

Name and Title of Director or Officer Date of Adoption of Agreement Expiration Date of Agreement 1

Aggregate Number of Securities to be Purchased or Sold

SVP, Chief Information Officer

November 19, 2024 December 31, 2025 13,220 2

SVP, Sales and Marketing

December 5, 2024 June 30, 2025 11,646 3

Non-Executive Chairman of the Board

December 13, 2024 March 16, 2026 540,000

1 Each Rule 10b5-1 Plan expires upon the date shown or, if earlier, upon completion of all authorized transactions under such plan.

2 Plan includes (i) the sale of up to 10,263 shares of the Company’s common stock , (ii) the sale of up to 2,150 shares of the Company’s common stock upon the vesting of time-based restricted stock units (“RSUs”) and (iii) the acquisition of up to 807 shares of common stock upon the exercise of up to 807 vested stock options .

The actual number of shares sold may be less based on tax withholdings.

3 Plan includes (i) the sale of up to 4,540 shares of the Company’s common stock upon the vesting of time-based RSUs, (ii) the sale of up 1,369 shares of the Company’s common stock upon the vesting of performance-based restricted stock units (“PRSUs”), and (iii) the potential exercise of vested stock options and the associated sale of up to 5,737 shares of the Company’s common stock.

The number of shares included assumes that the PRSU vests at 100% of the target award amount.

The actual number of PRSUs that may vest can vary between 0% - 200% of the target award of PRSUs, subject to the achievement of certain performance conditions as set forth in the PRSU award agreement, less shares to be withheld for tax withholding obligations.

The actual number of shares sold may vary based on tax withholdings and performance and vesting conditions of the awards.

4 Plan covers shares of the Company’s common stock owned (i) by certain family trusts for which Mr.

Berman serves as co-trustee, and (ii) by certain family trusts for the benefit of Mr.

Berman’s children.

Plan does not include shares owned directly by Mr.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Compensation Discussion and Analysis – Insider Trading Policy.”

We have adopted a written code of ethics, the “Dorman Products, Inc.

Code of Ethics and Business Conduct” that is applicable to our directors, officers and employees.

We have also adopted a written code of ethics, “Code of Ethics for Senior Financial Officers,” which applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller and any other person performing similar functions (the “Code”).

Each of these codes is posted on our website DormanProducts.com.

Dorman will provide to any person without charge, upon request, a copy of the Code.

Requests for copies of the Code should be directed to:

Secretary, Dorman Products, Inc., 3400 East Walnut Street, Colmar, PA 18915.

We have adopted a written code of ethics, the “Code of Ethics for Senior Financial Officers,” which applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller, and any other person performing similar functions (the “Code”).

The Code is posted on our website DormanProducts.com.

We intend to disclose any changes in or waivers from the Code on our website at DormanProducts.com.

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations for the fiscal years ended December 31, 2023, December 31, 2022 and December 25, 2021.

Consolidated Statements of Operations for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.

Consolidated Statements of Shareholders' Equity for the fiscal years ended December 31, 2023, December 31, 2022 and December 25, 2021.

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2023, December 31, 2022, and December 25, 2021.

Consolidated Statements of Shareholders' Equity for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Notes to Consolidated Financial Statements.

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Amended and Restated By-Laws, as amended February 23, 2023.

I ncorporated by reference to Exhibit 3.1 to the Company's Qua rterly Report on Form 10-Q filed on May 2, 2023.

Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on May 2, 2023.

4.1 Specimen Common Stock Certificate of the Company.

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Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2022.

10.1.2 Amendment No.

2 to Credit Agreement, dated July 1, 2024, by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on August 2, 2024.

10.2† Dorman Products, Inc.

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2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.4.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

10.3.16† Amended Form of Dorman Products, Inc.

1 unchanged sentence

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

10.3.17† CEO Amended Form of Dorman Products, Inc.

1 unchanged sentence

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.4.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

10.3.18† CEO Amended Form of Dorman Products, Inc.

1 unchanged sentence

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.4.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

10.4† Dorman Products, Inc.

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10.5† Dorman Products, Inc.

2018 Cash Bonus Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 22, 2018.

Amended and Restated Cash Bonus Plan adopted February 21, 2025*

10.6† Amended and Restated Employment Agreement, dated December 28, 2015, between the Company and Steven Berman.

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Executive Severance Plan.*

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2021 .

10.11† Transition and Release Agreement dated February 23, 2023 between the Company and Steven L.

1 unchanged sentence

19 Dorman Products, Inc.

Insider Trading Policy adopted February 23, 2023.*

Insider Trading Policy amended and restated as of February 21, 2025.*

21 Subsidiaries of the Company.

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and (v) the Notes to Consolidated Financial Statements.

104 The cover page from the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101).

104 The cover page from the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith

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Valuation and Qualifying Accounts

For the Year Ended

(in thousands) December 31, 2023 December 31, 2022 December 25, 2021

For the Year Ended December 31,

(in thousands) 2024 2023 2022

Allowance for doubtful accounts:

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures