Item 5. Other Information
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 29, 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 Agreement 1
Aggregate Number of Securities to be Purchased or Sold
Jeffrey L. Darby 2
SVP, Sales and Marketing
March 14, 2025 September 30, 2025 11,535 3
1 Rule 10b5-1 Plan expires upon the date shown or, if earlier, upon completion of all authorized transactions under such plan (the “New Plan”).
2 Mr. Darby previously executed a Rule 10b5-1 Plan on December 5, 2024, that expires on June 30, 2025, or, if earlier, upon completion of all authorized transactions under such plan (the “Prior Plan”). The New Plan includes some of the same shares as the Prior Plan, but the New Plan is effective with respect to such shares only to the extent they remain unsold under the Prior Plan.
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.
ITEM 6. Exhibits
(a) Exhibits
The Exhibits included in this report are listed in the Exhibit Index on page 27 , 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 29, 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 29, 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 6, 2025
/s/ Kevin M. Olsen
Kevin M. Olsen
President, Chief Executive Officer
(principal executive officer)
May 6, 2025
/s/ David M. Hession
David M. Hession
Senior Vice President and
Chief Financial Officer
(principal financial and accounting officer)
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.