Item 5. Other Information
ITEM 5. Other Information
Director and Executive Officer Trading Arrangements
Entry into 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 during the quarter ended September 27, 2025, by our directors and officers (as defined under Rule 16b-1(f) of the Exchange Act).
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
Donna M. Long
SVP, Chief Information Officer
August 20, 2025 August 21, 2026 6,953 2
Kevin Olsen
President, Chief Executive Officer and Director
September 3, 2025 November 30, 2026 31,000 3
Steven L. Berman
Non-Executive Chairman of the Board
September 11, 2025 December 14, 2026 195,501 4
Joseph P. Braun
SVP, General Counsel and Secretary
September 11, 2025 September 1, 2026 7,000 5
Scott D. Leff
SVP, Chief Human Resources Officer
September 12, 2025 September 1, 2026 5,953 6
1 Each Rule 10b5-1 expires upon the date shown or, if earlier, upon completion of all authorized transactions under such Plan.
2 Plan includes (i) the sale of $300,000 of common stock on certain prescribed dates, with the exact number of shares to be sold pursuant to the plan to be based upon the prior day’s closing price (with the total dollar proceeds received from such order potentially being higher or lower than expected if the market price rises above or below the price used to calculate the number of shares to be sold), (ii) the sale of up to 1,500 shares of the Company’s common stock currently held by Ms. Long, and (iii) the potential exercise of vested stock options and the associated sale of up to 5,453 shares of the Company’s common stock. The actual number of shares sold may be less based on tax withholdings.
3 Plan includes the sale of up to 31,000 shares of the Company’s common stock currently held by Mr. Olsen.
4 Plan covers (i) 70,000 shares of the Company’s common stock owned directly by Mr. Berman, and (ii) 125,501 shares of the Company’s common stock owned (a) by certain family trusts for which Mr. Berman serves as co-trustee, and (b) by certain family trusts for the benefit of Mr. Berman’s children.
5 Plan includes the sale of up to 7,000 shares of the Company’s common stock currently held by Mr. Braun .
6 Plan includes the sale of up to 5,953 shares of the Company’s common stock currently held by Mr. Leff.
Termination of Rule 10b5-1 Trading Plans. On August 20, 2025, Donna Long, the Company’s SVP, Chief Information Officer , terminated a 10b5-1 Plan dated June 9, 2025 (the “June 2025 Long 10b5-1 Plan”). The June 2025 Long 10b5-1 Plan provided for (i) the sale of $300,000 of common
28
Table of Contents
stock on certain prescribed dates, with the exact number of shares to be sold pursuant to the plan to be based upon the prior day’s closing price (with the total dollar proceeds received from such order potentially being higher or lower than expected if the market price rises above or below the price used to calculate the number of shares to be sold), (ii) the sale of up to 1,500 shares of the Company’s common stock, and (iii) the potential exercise of vested stock options and the associated sale of up to 5,299 shares of the Company’s common stock. As of the date of termination, no shares of common stock had been sold pursuant to the terms of the June 2025 Long 10b5-1 Plan.
No other director or officer terminated a Rule 10b5-1 Plan during the quarter ended September 27, 2025.
Non-Rule 10b5-1 Trading Plans. There were no non-Rule 10b5-1 trading arrangements entered into or terminated by our directors and officers during the quarter ended September 27, 2025.
ITEM 6. Exhibits
(a) Exhibits
The Exhibits included in this report are listed in the Exhibit Index on page 29 , which is incorporated herein by reference.
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 September 27, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income; (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 September 27, 2025, formatted in Inline XBRL (included as Exhibit 101).
* Filed herewith
** Furnished herewith
29
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dorman Products, Inc.
October 28, 2025
/s/ Kevin M. Olsen
Kevin M. Olsen
President, Chief Executive Officer
(principal executive officer)
October 28, 2025
/s/ David M. Hession
David M. Hession
Senior Vice President and
Chief Financial Officer
(principal financial officer)
30
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.