What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 37 added, 75 removed, 246 unchanged (31% of the section changed)

41 unchanged sentences

Other Information.

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.

During the quarter ended December 31, 2025, no 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”) were entered into or terminated by our directors and officers (as defined under Rule 16a-1(f) of the Exchange Act).

In addition, there were no non-Rule 10b5-1 trading arrangements entered into or terminated by our directors and officers (as defined under Rule 16a-1(f) of the Exchange Act) during the quarter ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

7 unchanged sentences

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

The information on the website is not and should not be considered part of this Form 10-K and is not incorporated by reference in this Form 10-K.

The information on the website is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference in this Annual Report on Form 10-K.

Executive Compensation.

3 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

Except for the information set forth below, the required information is incorporated by reference from our definitive proxy statement for our 2025 Annual Meeting of Shareholders, including, but not necessarily limited to, the section entitled “Security Ownership of Certain Beneficial Owners and Management – Security Ownership Table.”

Equity Compensation Plan Information

The following table details information regarding our existing equity compensation plans as of December 31, 2024:

Plan Category (a)

securities to be

options, warrants

and rights (b)

average exercise

options, warrants

and rights (c)

available for

future issuance

plans (excluding

in column (a))

Equity compensation plans approved by security holders

2018 Stock Option and Stock Incentive Plan 234,289 $ 89.44 329,263

Dorman Products, Inc.

Employee Stock Purchase Plan — — 754,309

Equity compensation plans not approved by security holders — — —

Total 234,289 $ 89.44 1,083,572

The required information is incorporated by reference from our definitive proxy statement for our 2026 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections entitled “Security Ownership of Certain Beneficial Owners and Management – Security Ownership Table” and "Proposal IV:

Approval of the Dorman Products, Inc.

2026 Omnibus Incentive Plan."

Certain Relationships and Related Transactions, and Director Independence .

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(b) Exhibits .

The Exhibit Index, which immediately precedes the signature page, is incorporated by reference into this Report.

The Exhibit Index, which immediately follows ITEM 15(a)(3)(c) below, is incorporated by reference into this Report.

Reference is made to ITEM 15(a)(2) above.

Form 10-K Summary

2.1 Agreement and Plan of Merger, dated June 25, 2021, by and among Dorman Products, Inc., Senators Merger Sub, Inc., DPL Holding Corporation and SBF II Representative Corp., solely in its capacity as Equityholder Representative.

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2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No.

10.2.1† Form of Incentive Stock Option Agreement pursuant to the Dorman Products, Inc.

2008 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No.

10.2.2† Form of Non-Qualified Stock Option Agreement for Officers and Other Key Employees pursuant to the Dorman Products, Inc.

2008 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No.

10.2.3† Form of Restricted Stock Agreement pursuant to the Dorman Products, Inc.

2008 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No.

10.2.4† Amendment No.

1 to the Dorman Products, Inc.

2008 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2013.

10.2.5† Amendment No.

2 to the Dorman Products, Inc.

2008 Stock Option Plan and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 20, 2014.

10.3† Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed on Schedule 14A on March 22, 2018.

67 unchanged sentences

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.

10.2 .19† 2026 Amended Form of Dorman Products, Inc.

Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.*

10.2.20† 2026 Amended Form of Dorman Products, Inc.

Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.*

10.2.21† CEO 2026 Amended Form of Dorman Products, Inc.

Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.*

10.2.22† CEO 2026 Amended Form of Dorman Products, Inc.

Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.*

10.3† Dorman Products, Inc.

3 unchanged sentences

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

Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

10.5† Dorman Products, Inc.

Executive Severance Plan.

Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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

7 unchanged sentences

Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

10.10† Dorman Products, Inc.

Executive Severance Plan.*

10.10† Offer Letter, dated March 1, 2019, between the Company and Scott D.

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

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2023 .

19 Dorman Products, Inc.

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

10.12† Offer Letter, dated December 10, 2025, between the Company and Charles W.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 20, 2026.

10.13† Transition Agreement dated January 19, 2026, between the Company and David Hession.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 20, 2026.

19 Incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

21 Subsidiaries of the Company.

Incorporated by reference to Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended Dece mber 31, 2024.

23 Consent of Independent Registered Public Accounting Firm.*

14 unchanged sentences

* Filed herewith

** Furnished herewith

† Management Contracts and Compensatory Plans, Contracts or Arrangements

1 unchanged sentence

The Company agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) 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.

6 unchanged sentences

Olsen (principal executive officer)

Hession Senior Vice President, Chief Financial Officer and Treasurer February 27, 2025

Hession (principal financial and accounting officer)

Hession Senior Vice President, and Chief Financial Officer February 27, 2026

Hession (principal financial officer)

/s/ Gregory C.

Bowen Vice President, and Chief Accounting Officer February 27, 2026

Bowen (principal accounting officer)

Bachmann Director February 27, 2026

27 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