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Item 1. Financial Statements

2026-05-04 compared with 2025-10-28 · 75 added, 139 removed, 236 unchanged (48% of the section changed)

3 unchanged sentences

AND COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

(in thousands, except per share data) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

(in thousands, except per share data) March 28, 2026 March 29, 2025

Net sales $ 528,770 $ 507,692

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CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data) September 27, 2025 December 31, 2024

(in thousands, except for share data) March 28, 2026 December 31, 2025

Current assets:

9 unchanged sentences

Intangible assets, net 251,785 257,079

Deferred tax assets — 5,786

Other assets 43,836 45,557

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended September 27, 2025

Common Stock Additional Paid-In

Capital Retained

Earnings Accumulated Other Comprehensive Loss Total

(in thousands, except share data) Shares

Balance at June 28, 2025 30,523,887 $ 305 $ 121,914 $ 1,281,741 $ ( 4,214 ) $ 1,399,746

Exercise of stock options 26,254 — 2,463 — — 2,463

Compensation expense under incentive stock plans — — 4,287 — — 4,287

Purchase and cancellation of common stock ( 1,593 ) — ( 3 ) ( 210 ) — ( 213 )

Issuance of common stock under incentive stock plans, net of cancellations 14,553 — 1,065 — — 1,065

Other stock-related activity ( 1,319 ) 1 ( 192 ) — — ( 191 )

Change in foreign currency translation adjustment — — — — ( 996 ) ( 996 )

Net income — — — 76,420 — 76,420

Balance at September 27, 2025 30,561,782 $ 306 $ 129,534 $ 1,357,951 $ ( 5,210 ) $ 1,482,581

Three Months Ended September 28, 2024

Common Stock Additional Paid-In

Capital Retained

Earnings Accumulated Other Comprehensive Loss Total

(in thousands, except share data) Shares

Balance at June 29, 2024 30,765,672 $ 308 $ 106,714 $ 1,098,506 $ ( 4,208 ) $ 1,201,320

Exercise of stock options 15,269 — 1,207 — — 1,207

Compensation expense under incentive stock plans — — 3,767 — — 3,767

Purchase and cancellation of common stock ( 276,063 ) ( 3 ) ( 497 ) ( 26,499 ) — ( 26,999 )

Issuance of common stock under incentive stock plans, net of cancellations 17,177 — — — — —

Other stock-related activity ( 5,296 ) — ( 596 ) ( 1 ) — ( 597 )

Change in foreign currency translation adjustment — — — — 651 651

Net income — — — 55,253 — 55,253

Balance at September 28, 2024 30,516,759 $ 305 $ 110,595 $ 1,127,259 $ ( 3,557 ) $ 1,234,602

Nine Months Ended September 27, 2025

Three Months Ended March 28, 2026

Common Stock Additional Paid-In

4 unchanged sentences

Exercise of stock options — — — — — —

Compensation expense under incentive stock plans — — 12,424 — — 12,424

Compensation cost under incentive stock plans — — 4,087 — — 4,087

Purchase and cancellation of common stock ( 435,174 ) ( 4 ) ( 784 ) ( 50,642 ) — ( 51,430 )

Issuance of common stock under incentive stock plans, net of cancellations 135,045 1 1,064 — — 1,065

Issuance of non-vested stock, net of cancellations 125,922 1 ( 1 ) — — —

Other stock-related activity ( 51,102 ) ( 1 ) ( 6,181 ) — — ( 6,182 )

Change in foreign currency translation adjustment — — — — 1,565 1,565

Other comprehensive loss — — — — ( 398 ) ( 398 )

Net income — — — 43,551 — 43,551

Balance at September 27, 2025 30,561,782 $ 306 $ 129,534 $ 1,357,951 $ ( 5,210 ) $ 1,482,581

Nine Months Ended September 28, 2024

Balance at March 28, 2026 30,031,601 $ 300 $ 134,230 $ 1,337,092 $ ( 4,919 ) $ 1,466,703

Three Months Ended March 29, 2025

Common Stock Additional Paid-In

4 unchanged sentences

Exercise of stock options 3,840 — 372 — — 372

Compensation expense under incentive stock plans — — 10,547 — — 10,547

Compensation cost 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 83,055 1 960 — — 961

Issuance of non-vested stock, net of cancellations 109,461 1 ( 1 ) — — —

Other stock-related activity ( 43,952 ) — ( 5,698 ) — — ( 5,698 )

Change in foreign currency translation adjustment — — — — ( 967 ) ( 967 )

Other comprehensive loss — — — — 222 222

Net income — — — 57,505 — 57,505

Balance at September 28, 2024 30,516,759 $ 305 $ 110,595 $ 1,127,259 $ ( 3,557 ) $ 1,234,602

Balance at March 29, 2025 30,539,334 $ 306 $ 117,190 $ 1,226,461 $ ( 6,553 ) $ 1,337,404

See accompanying Notes to Condensed Consolidated Financial Statements

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Cash Flows from Operating Activities:

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Cash Flows from Financing Activities:

Proceeds from revolving credit line 15,000 —

Payments of revolving credit line — ( 13,960 )

Payments of long-term debt — ( 6,250 )

Payment of deferred acquisition consideration — ( 200 )

Proceeds from exercise of stock options — 372

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 27, 2025, AND SEPTEMBER 28, 2024

FOR THE THREE MONTHS ENDED MARCH 28, 2026, AND MARCH 29, 2025

Basis of Presentation

7 unchanged sentences

In the opinion of management, all adjustments (comprising only normal, recurring adjustments) considered necessary for a fair presentation have been included.

Operating results for the three and nine months ended September 27, 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, 2025.

3 unchanged sentences

Sales of accounts receivable under these agreements, and associated factoring costs, which were included in selling, general, and administrative expenses, were as follows:

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Sales of accounts receivable $ 305,147 $ 334,170

Factoring costs 12,708 14,588

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 include the cost of material, freight, duties, direct labor, and overhead utilized to process our products and are stated at the lower of cost or net realizable value.

Inventories were as follows:

(in thousands) September 27, 2025 December 31, 2024

(in thousands) March 28, 2026 December 31, 2025

Raw materials $ 34,774 $ 36,698

4 unchanged sentences

Goodwill and Intangible Assets

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 — 800 — 800

Balance at September 27, 2025 $ 313,704 $ 56,506 $ 73,630 $ 443,840

Goodwill at both March 28, 2026 , and December 31, 2025, was $ 387.3 million, net of accumulated impairment losses of $ 56.7 million.

Intangible Assets

Intangible assets included the following:

September 27, 2025 December 31, 2024

March 28, 2026 December 31, 2025

Intangible assets subject to amortization Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value

6 unchanged sentences

Total $ 354,116 $ ( 102,331 ) $ 251,785 $ 354,116 $ ( 97,037 ) $ 257,079

Amortization expense was $ 5.4 million and $ 6.3 million during the three months ended September 27, 2025, and September 28, 2024, respectively, and $ 16.4 million and $ 17.4 million during the nine months ended September 27, 2025, and September 28, 2024, respectively.

As of September 27, 2025, and December 31, 2024, the interest rate on the outstanding borrowings under our credit facility was 5.67 % and 5.71 %, respectively.

Amortization expense was $ 5.2 million and $ 5.5 million during the three months ended March 28, 2026, and March 29, 2025, respectively.

In March 2026, we borrowed $ 15.0 million under our revolving credit facility.

As of March 28, 2026, and December 31, 2025, the weighted average interest rate on the outstanding borrowings under our credit facility was 5.09 % and 5.07 %, respectively.

Segment and Geographic Information

Segment results are as follows:

For the Three Months ended September 27, 2025

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

Net sales $ 430,316 $ 63,025 $ 50,395 $ 543,736

Cost of goods sold 229,612 47,004 25,693 302,309

Factoring expense 14,590 — — 14,590

Other segment expenses 83,953 13,166 18,240 115,359

Segment income from operations $ 102,161 $ 2,855 $ 6,462 $ 111,478

For the Three Months ended September 28, 2024

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

Net sales $ 393,577 $ 59,615 $ 50,581 $ 503,773

Cost of goods sold 231,938 43,562 24,469 299,969

Factoring expense 11,939 — — 11,939

Other segment expenses 75,068 13,393 17,488 105,949

Segment income from operations $ 74,632 $ 2,660 $ 8,624 $ 85,916

For the Nine Months ended September 27, 2025

For the Three Months ended March 28, 2026

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

4 unchanged sentences

Segment income from operations $ 59,661 $ 448 $ 4,090 $ 64,199

For the Nine Months ended September 28, 2024

For the Three Months ended March 29, 2025

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

3 unchanged sentences

Other segment expenses 75,776 13,366 17,827 106,969

Segment income from operations $ 198,339 $ 5,390 $ 25,823 $ 229,552

Segment income (loss) from operations $ 81,493 $ ( 163 ) $ 4,821 $ 86,151

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

For the Three Months Ended For the Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

For the Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Segment income from operations $ 64,199 $ 86,151

6 unchanged sentences

The following table presents our net sales by geographic region:

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Net sales to U.S.

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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.

In February 2026, the U.S.

Supreme Court ruled against certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA").

The ruling did not address refunds of IEEPA tariffs paid.

However, in March 2026, the Court of International Trade (“CIT”) ordered U.S.

Customs and Border Protection (“CBP”) to begin the refund process for all importers who were subject to IEEPA duties.

CIT's order may be subject to U.S.

government challenge.

We are the importer of record for certain products that were previously subject to tariffs under IEEPA.

While we intend to pursue refunds for IEEPA tariffs, there can be no assurance that we will receive all or any portion of such refunds.

No adjustments have been recorded in the accompanying unaudited condensed consolidated financial statements.

Stock-Based Compensation

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

We grant RSUs, and prior to January 2020 we granted RSAs, to participants in our equity plans.

Performance-based RSUs granted in the nine months ended September 27, 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 RSU and RSA grants was $ 3.8 million and $ 3.4 million for the three months ended September 27, 2025, and September 28, 2024, respectively, and $ 11.3 million and $ 9.1 million for the nine months ended September 27, 2025, and September 28, 2024, respectively, and was included in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes our RSU and RSA activity for the nine months ended September 27, 2025:

Restricted Stock Units (“RSUs”)

We grant RSUs to participants in our equity plans.

Performance-based RSUs granted in the three months ended March 28, 2026, 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 on achievement of return on invested capital targets over a three-year performance period (performance condition).

Compensation cost related to RSU grants was $ 3.9 million and $ 3.3 million for the three months ended March 28, 2026, and March 29, 2025, respectively, and was included in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes our RSU activity for the three months ended March 28, 2026:

Shares Weighted

3 unchanged sentences

Canceled ( 6,661 ) $ 121.34

Balance at September 27, 2025 346,651 $ 115.60

As of September 27, 2025, there was $ 24.9 million of unrecognized compensation cost related to unvested RSU grants that is expected to be recognized over a weighted average period of 2.0 years.

Balance at March 28, 2026 375,123 $ 121.19

As of March 28, 2026, there was $ 38.0 million of unrecognized compensation cost related to unvested RSU grants that is expected to be recognized over a weighted average period of 2.2 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 $ 0.3 million for the three months ended September 27, 2025, and September 28, 2024, respectively, and $ 0.9 million and $ 1.1 million for the nine months ended September 27, 2025, and September 28, 2024, respectively, and is included as selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes our stock option activity for the nine months ended September 27, 2025 :

Compensation cost related to stock option grants was not material for the three months ended March 28, 2026, and March 29, 2025.

The following table summarizes our stock option activity for the three months ended March 28, 2026 :

Shares Weighted

5 unchanged sentences

Exercised — $ —

Balance at September 27, 2025 197,322 $ 88.47 3.8 $ 13,187

Exercisable at September 27, 2025 147,838 $ 86.87 3.4 $ 10,116

As of September 27, 2025, there was $ 1.1 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.3 years.

Employee Stock Purchase Plan ("ESPP")

During the three and nine months ended September 27, 2025, we issued 10,216 shares under the ESPP.

During the nine months ended September 28, 2024, we issued 13,555 shares under the ESPP.

Balance at March 28, 2026 190,974 $ 88.43 3.3 $ 3,095

Exercisable at March 28, 2026 174,970 $ 88.17 3.2 $ 2,882

As of March 28, 2026, there was $ 0.5 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.0 years.

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.

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.

To calculate diluted earnings per share, common stock equivalents are added to the weighted average number of shares of common stock outstanding.

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

For the three months ended September 27, 2025, and September 28, 2024, there were approximately 20,000 shares and 214,000 shares, respectively, and for the nine months ended

September 27, 2025, and September 28, 2024, there were approximately 62,000 shares and 253,000 shares, respectively, that were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

For the three months ended March 28, 2026, and March 29, 2025, there were approximately 78,000 shares and 39,000 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 Nine Months Ended

(in thousands, except per share data) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

(in thousands, except per share data) March 28, 2026 March 29, 2025

Net income $ 43,551 $ 57,505

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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 Nine Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

There were no shares repurchased from the 401(k) Plan during the three months ended March 28, 2026.

The following table summarizes the repurchase and cancellation of common stock by the Company for the three months ended March 29, 2025:

Three Months Ended

March 29, 2025

Shares repurchased and canceled 2,070

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The Company is not obligated to acquire a specific number of shares under the programs.

The following table summarizes the repurchase and cancellation of common stock in the three and nine months ended September 27, 2025, and September 28, 2024:

Three Months Ended Nine Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

The following table summarizes the repurchase and cancellation of common stock in the three months ended March 28, 2026, and March 29, 2025:

Three Months Ended

March 28, 2026 March 29, 2025

Shares repurchased and canceled 435,174 93,800

1 unchanged sentence

Average price per share $ 118.18 $ 125.99

At September 27, 2025, $ 484.7 million was available for repurchase under the program in effect.

At September 27, 2025, we had $ 10.5 million of net unrecognized tax benefits, $ 9.0 million of which would lower our effective tax rate if recognized.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense.

The total amount of interest and penalties related to unrecognized tax benefits recorded within tax expense were not material for the nine months ended September 27, 2025.

At September 27, 2025, accrued interest and penalties related to unrecognized tax benefits were $ 4.1 million.

At March 28, 2026, $ 407.9 million was available for repurchase under the share repurchase program.

At March 28, 2026, we had $ 10.5 million of net unrecognized tax benefits, $ 9.0 million of which would lower our effective tax rate if recognized.

We recognize interest and penalties related to

unrecognized tax benefits in income tax expense.

At March 28, 2026, accrued interest and penalties related to unrecognized tax benefits were $ 4.4 million.

We file income tax returns in the United States, Canada, China, India, and Mexico.

2 unchanged sentences

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 2022 is closed for income tax purposes in Canada and China.

The statute of limitations for tax years before 2021 is closed for income tax purposes in India.

The statute of limitations for tax years before 2022 is closed for income tax purposes in Canada, China, and India.

The statute of limitations for tax years before 2020 is closed for income tax purposes in Mexico.

House Resolution 1, commonly referred to as the One Big Beautiful Bill Act, was enacted into law on July 4, 2025.

The tax regulations included in the Act did not have a material impact on the Company’s effective tax rate for the periods presented, and the Company does not expect the Act to have a material impact on its effective tax rate for 2025.

The Company is currently evaluating the impact that the tax regulations may have on its financial statements in future years.

Related-Party Transactions

We lease a portion of our Lewisberry, PA facility from an entity in which 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.

We have service agreements with counterparties that are majority-owned by a family member of Ms.

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

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.

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 due to 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).

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).

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.

1 unchanged sentence

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 anticipate that their adoption will have an impact on our results of operations, financial condition, or cash flows.

We expect to implement this new standard by its effective date, and do not anticipate that its adoption will have an impact on our results of operations, financial condition, or cash flows.

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-Q

Item 1. Financial Statements