What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-04 compared with 2026-05-04 · 118 added, 58 removed, 253 unchanged (41% of the section changed)

3 unchanged sentences

AND COMPREHENSIVE INCOME

Three Months Ended

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

Three Months Ended Six Months Ended

(in thousands, except per share data) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net sales $ 544,598 $ 540,959 $ 1,073,368 $ 1,048,651

20 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(in thousands, except for share data) June 27, 2026 December 31, 2025

Current assets:

16 unchanged sentences

Accrued customer rebates and returns 185,538 197,398

Revolving credit facility 15,000 —

Current portion of long-term debt — 37,500

18 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended March 28, 2026

Three Months Ended June 27, 2026

Common Stock Additional Paid-In

2 unchanged sentences

(in thousands, except share data) Shares

Balance at December 31, 2025 30,391,955 $ 304 $ 137,109 $ 1,344,183 $ ( 4,521 ) $ 1,477,075

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

Exercise of stock options 7,221 — 627 — — 627

5 unchanged sentences

Net income — — — 87,771 — 87,771

Balance at June 27, 2026 29,665,940 $ 297 $ 139,439 $ 1,380,443 $ ( 5,139 ) $ 1,515,040

Three Months Ended June 28, 2025

Common Stock Additional Paid-In

Capital Retained

Earnings Accumulated Other Comprehensive Loss Total

(in thousands, except share data) Shares

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

Three Months Ended March 29, 2025

Exercise of stock options 3,521 — 357 — — 357

Compensation cost under incentive stock plans — — 4,524 — — 4,524

Purchase and cancellation of common stock ( 29,123 ) — ( 52 ) ( 3,429 ) — ( 3,481 )

Issuance of non-vested stock, net of cancellations 11,031 — — — — —

Other stock-related activity ( 876 ) ( 1 ) ( 105 ) — — ( 106 )

Other comprehensive loss — — — — 2,339 2,339

Net income — — — 58,709 — 58,709

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

Six Months Ended June 27, 2026

Common Stock Additional Paid-In

6 unchanged sentences

Purchase and cancellation of common stock ( 816,906 ) ( 7 ) ( 1,471 ) ( 95,062 ) — ( 96,540 )

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

Issuance of common stock under incentive stock plans, net of cancellations 136,272 1 ( 1 ) — — —

Other stock-related activity ( 52,602 ) ( 1 ) ( 6,351 ) — — ( 6,352 )

1 unchanged sentence

Net income — — — 131,322 — 131,322

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

Balance at June 27, 2026 29,665,940 $ 297 $ 139,439 $ 1,380,443 $ ( 5,139 ) $ 1,515,040

Six Months Ended June 28, 2025

Common Stock Additional Paid-In

Capital Retained

Earnings Accumulated Other Comprehensive Loss Total

(in thousands, except share data) Shares

Balance at December 31, 2024 30,565,855 $ 306 $ 119,077 $ 1,180,862 $ ( 6,775 ) $ 1,293,470

Exercise of stock options 7,361 — 729 — — 729

Compensation cost under incentive stock plans — — 8,137 — — 8,137

Purchase and cancellation of common stock ( 124,993 ) ( 1 ) ( 225 ) ( 15,335 ) — ( 15,561 )

Issuance of common stock under incentive stock plans, net of cancellations 120,492 1 ( 1 ) — — —

Other stock-related activity ( 44,828 ) ( 1 ) ( 5,803 ) — — ( 5,804 )

Other comprehensive loss — — — 2,561 2,561

Net income — — 116,214 — 116,214

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

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

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

Six Months Ended

(in thousands) June 27, 2026 June 28, 2025

Cash Flows from Operating Activities:

5 unchanged sentences

Provision for stock-based compensation 9,526 8,137

Gain on sale of investment ( 2,208 ) —

Changes in assets and liabilities:

9 unchanged sentences

Property, plant, and equipment additions ( 17,525 ) ( 19,435 )

Proceeds from sale of investment 7,208 —

Cash used in investing activities ( 10,317 ) ( 19,435 )

Cash Flows from Financing Activities:

Proceeds from issuance of senior notes 450,000 —

Payments of long-term debt ( 440,625 ) ( 6,250 )

Proceeds from revolving credit line 15,000 —

Payments of revolving credit line ( 15,000 ) ( 13,960 )

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

Payment of debt issuance costs ( 9,713 ) —

Proceeds from exercise of stock options 627 729

3 unchanged sentences

Effect of exchange rate changes on Cash and Cash Equivalents ( 43 ) 204

Net (Decrease) Increase in Cash and Cash Equivalents ( 6,380 ) 3,475

Net Increase (Decrease) in Cash and Cash Equivalents 82,546 ( 292 )

Cash and Cash Equivalents, Beginning of Period 49,436 57,137

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 27, 2026, AND JUNE 28, 2025

Basis of Presentation

12 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

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

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Sales of accounts receivable $ 280,272 $ 354,904 $ 585,419 $ 689,074

2 unchanged sentences

Inventories were as follows:

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

(in thousands) June 27, 2026 December 31, 2025

Raw materials $ 30,070 $ 36,698

4 unchanged sentences

Goodwill and Intangible Assets

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

Goodwill at both June 27, 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:

March 28, 2026 December 31, 2025

June 27, 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 $ 353,890 $ ( 107,456 ) $ 246,434 $ 354,116 $ ( 97,037 ) $ 257,079

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.

Amortization expense was $ 5.2 million and $ 5.5 million during the three months ended June 27, 2026, and June 28, 2025, and $ 10.4 million and $ 11.0 million during the six months ended June 27, 2026, and June 28, 2025, respectively.

During the three months ended March 28, 2026, we borrowed $ 15.0 million under the revolving credit facility of our credit agreement.

The borrowing was repaid during the three months ended June 27, 2026.

During the three months ended June 27, 2026, we entered into a third amendment to our credit agreement to refinance the existing revolving credit facility with a new five-year revolving credit facility in an aggregate principal amount of $ 800.0 million, extending the maturity date to June 16, 2031.

The loans under the amended credit agreement are guaranteed by each of the Company’s material wholly owned domestic subsidiaries and are supported by a security interest in substantially all the Company’s and its material wholly owned domestic subsidiaries’ personal property and assets, subject to certain exceptions.

During the three months ended June 27, 2026, we also issued $ 450.0 million aggregate principal amount of 6.25 % senior notes due June 16, 2034 (the "Senior Notes") pursuant to an indenture entered into among the Company, the subsidiary guarantors party thereto, and the trustee.

The Senior Notes pay interest semi-annually in June and December of each year, commencing in December 2026.

The proceeds from the issuance of the Senior Notes were utilized (i) to repay our outstanding term loan balance of $ 431.3 million, as well as accrued interest and fee obligations under our credit agreement, (ii) to pay advisory and other fees in connection with the refinancing transactions, and (iii) for general corporate purposes.

The obligations under the Senior Notes are fully and unconditionally guaranteed by each of the Company’s existing and future wholly owned subsidiaries that is a guarantor or other obligor under the Company’s credit agreement and certain other indebtedness, as further specified in the indenture.

The amended credit agreement and the indenture contain customary representations and warranties, affirmative and negative covenants, and events of default.

Additionally, the amended credit

agreement contains financial maintenance covenants that require the Company to (i) maintain a consolidated secured net leverage ratio of not more than 3.50 to 1.00 (increasing to 4.00 to 1.00 for the four fiscal quarters following certain acquisitions) and (ii) a consolidated interest coverage ratio of not less than 2.00 to 1.00.

Segment and Geographic Information

Segment results are as follows:

For the Three Months ended March 28, 2026

For the Three Months ended June 27, 2026

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

4 unchanged sentences

Segment income from operations $ 104,740 $ 2,775 $ 14,108 $ 121,623

For the Three Months ended March 29, 2025

For the Three Months ended June 28, 2025

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

3 unchanged sentences

Other segment expenses 83,322 14,833 18,531 116,686

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

Segment income from operations $ 78,301 $ 522 $ 9,438 $ 88,261

For the Six Months ended June 27, 2026

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

Net sales $ 848,059 $ 124,079 $ 101,230 $ 1,073,368

Cost of goods sold 492,138 92,326 47,524 631,988

Factoring expense 25,175 — — 25,175

Other segment expenses 166,345 28,530 35,508 230,383

Segment income from operations $ 164,401 $ 3,223 $ 18,198 $ 185,822

For the Six Months ended June 28, 2025

(in thousands) Light Duty Heavy Duty Specialty Vehicle Total

Net sales $ 833,184 $ 113,740 $ 101,727 $ 1,048,651

Cost of goods sold 485,138 85,182 51,110 621,430

Factoring expense 29,154 — — 29,154

Other segment expenses 159,098 28,199 36,358 223,655

Segment income from operations $ 159,794 $ 359 $ 14,259 $ 174,412

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

For the Three Months Ended

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

For the Three Months Ended For the Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Segment income from operations $ 121,623 $ 88,261 $ 185,822 $ 174,412

6 unchanged sentences

The following table presents our net sales by geographic region:

Three Months Ended

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

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net sales to U.S.

15 unchanged sentences

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.

During the three months ended June 27, 2026, we recorded refunds of such previously paid tariffs totaling $ 98.1 million, including a receivable of $ 19.7 million for amounts that remained uncollected as of June 27, 2026.

The majority of the receivable was collected after June 27, 2026.

We also recognized interest income of $ 3.5 million related to the refunds received during the three months ended June 27, 2026, which is included in Other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Income.

Stock-Based Compensation

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:

Compensation cost related to RSU grants was $ 5.3 million and $ 4.2 million for the three months ended June 27, 2026, and June 28, 2025, and $ 9.2 million and $ 7.5 million for the six months ended June 27, 2026, and June 28, 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 six months ended June 27, 2026:

Shares Weighted

3 unchanged sentences

Canceled ( 9,851 ) $ 119.94

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.

Balance at June 27, 2026 372,234 $ 121.36

As of June 27, 2026, there was $ 33.6 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.

Stock Options

From time to time, we grant stock options to participants in our equity plans.

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 :

Compensation cost related to stock option grants was not material for the three and six months ended June 27, 2026, and June 28, 2025.

The following table summarizes our stock option activity for the six months ended June 27, 2026 :

Shares Weighted

5 unchanged sentences

Exercised ( 7,221 ) $ 86.86

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.

Balance at June 27, 2026 183,753 $ 88.49 3.1 $ 8,489

Exercisable at June 27, 2026 167,749 $ 88.23 3.0 $ 7,794

As of June 27, 2026, unrecognized compensation cost related to unvested stock options was not material.

In May 2026, our shareholders approved the Dorman Products, Inc.

2026 Omnibus Incentive Plan (the “2026 Plan”), which permits awards to our employees, officers, directors, consultants, and advisors in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash-based awards.

Upon the effective date of a registration statement to be filed with the SEC regarding the 2026 Plan, the 2026 Plan will replace the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan (the “2018 Plan”).

Subject to adjustment as provided in the 2026 Plan, not more than 1,543,000 shares of our common stock plus such number of shares of our common stock remaining available for issuance and not subject to any outstanding awards under the 2018 Plan shall be available for awards under the 2026 Plan.

If an award granted under the 2026 Plan is forfeited, terminates, or expires without having

been exercised in full, the shares underlying such forfeited, terminated, or expired award will return to the pool of shares available for issuance under the 2026 Plan.

No awards were issued under the 2026 Plan during the quarter ended June 27, 2026.

Earnings Per Share

2 unchanged sentences

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

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.

For the three months ended June 27, 2026, and June 28, 2025, there were approximately 84,000 shares and 127,000 shares, respectively, and for the six months ended June 27, 2026, and June 28, 2025, there were approximately 81,000 shares and 83,000 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

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

Three Months Ended Six Months Ended

(in thousands, except per share data) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net income $ 87,771 $ 58,709 $ 131,322 $ 116,214

10 unchanged sentences

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.

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

The following table summarizes the repurchase and cancellation of common stock by the Company for the three and six months ended June 27, 2026, and June 28, 2025:

Three Months Ended Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Shares repurchased and canceled 693 — 693 2,070

4 unchanged sentences

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 months ended March 28, 2026, and March 29, 2025:

Three Months Ended

March 28, 2026 March 29, 2025

The following table summarizes the repurchase and cancellation of common stock in the three and six months ended June 27, 2026, and June 28, 2025:

Three Months Ended Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Shares repurchased and canceled 381,039 29,123 816,213 122,923

1 unchanged sentence

Average price per share $ 118.21 $ 119.56 $ 118.19 $ 124.47

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.

At June 27, 2026, $ 362.9 million was available for repurchase under the share repurchase program.

At June 27, 2026, we had $ 10.6 million of net unrecognized tax benefits, $ 9.1 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 June 27, 2026, accrued interest and penalties related to unrecognized tax benefits were $ 4.5 million.

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

6 unchanged sentences

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 values due to their short-term nature.

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 estimated fair value of the Company's Senior Notes was $ 452.2 million at June 27, 2026.

Fair value was determined based on observed market prices for the notes and is classified as a Level 2 fair value measurement.

Recent Accounting Pronouncements

4 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-Q

Item 1. Financial Statements