Item 1. Financial Statements
ITEM 1. Financial Statements
DORMAN PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
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
Cost of goods sold 293,373 321,446 631,988 621,430
Gross profit 251,225 219,513 441,380 427,221
Selling, general, and administrative expenses 135,008 137,032 266,380 264,666
Income from operations 116,217 82,481 175,000 162,555
Interest expense, net 6,311 7,182 12,118 14,540
Other income, net 5,577 1,544 8,823 2,905
Income before income taxes 115,483 76,843 171,705 150,920
Provision for income taxes 27,712 18,134 40,383 34,706
Net income $ 87,771 $ 58,709 $ 131,322 $ 116,214
Other comprehensive income:
Change in foreign currency translation adjustment ( 220 ) 2,339 ( 618 ) 2,561
Comprehensive Income $ 87,551 $ 61,048 $ 130,704 $ 118,775
Earnings per share:
Basic $ 2.94 $ 1.92 $ 4.37 $ 3.80
Diluted $ 2.93 $ 1.91 $ 4.35 $ 3.78
Weighted average shares outstanding:
Basic 29,864 30,518 30,041 30,547
Diluted 29,995 30,680 30,205 30,744
See accompanying Notes to Condensed Consolidated Financial Statements
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DORMAN PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED )
(in thousands, except for share data) June 27, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 131,982 $ 49,436
Accounts receivable, less allowance for doubtful accounts of $ 2,029 and $ 1,948
554,110 479,252
Inventories 808,020 959,019
Prepaids and other current assets 59,144 33,819
Total current assets 1,553,256 1,521,526
Property, plant, and equipment, net 166,768 168,777
Operating lease right-of-use assets 104,782 112,805
Goodwill 387,334 387,334
Intangible assets, net 246,434 257,079
Other assets 41,589 45,557
Total assets $ 2,500,163 $ 2,493,078
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable $ 163,559 $ 185,125
Accrued compensation 23,155 30,756
Accrued customer rebates and returns 185,538 197,398
Current portion of long-term debt — 37,500
Other accrued liabilities 59,503 42,048
Total current liabilities 431,755 492,827
Long-term debt 440,479 402,413
Long-term operating lease liabilities 87,774 96,568
Deferred tax liabilities 3,794 3,977
Other long-term liabilities 21,321 20,218
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock, $ 0.01 par value; 50,000,000 shares authorized; 29,665,940 and 30,391,955 shares issued and outstanding in 2026 and 2025, respectively
297 304
Additional paid-in capital 139,439 137,109
Retained earnings 1,380,443 1,344,183
Accumulated other comprehensive loss ( 5,139 ) ( 4,521 )
Total shareholders’ equity 1,515,040 1,477,075
Total liabilities and shareholders' equity $ 2,500,163 $ 2,493,078
See accompanying Notes to Condensed Consolidated Financial Statements
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DORMAN PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED )
Three Months Ended June 27, 2026
Common Stock Additional Paid-In
Capital Retained
Earnings Accumulated Other Comprehensive Loss Total
(in thousands, except share data) Shares
Issued Par
Value
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
Compensation cost under incentive stock plans — — 5,439 — — 5,439
Purchase and cancellation of common stock ( 381,732 ) ( 3 ) ( 687 ) ( 44,420 ) — ( 45,110 )
Issuance of non-vested stock, net of cancellations 10,350 — — — — —
Other stock-related activity ( 1,500 ) — ( 170 ) — — ( 170 )
Other comprehensive loss — — — — ( 220 ) ( 220 )
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
Issued Par
Value
Balance at March 29, 2025 30,539,334 $ 306 $ 117,190 $ 1,226,461 $ ( 6,553 ) $ 1,337,404
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
Capital Retained
Earnings Accumulated Other Comprehensive Loss Total
(in thousands, except share data) Shares
Issued Par
Value
Balance at December 31, 2025 30,391,955 $ 304 $ 137,109 $ 1,344,183 $ ( 4,521 ) $ 1,477,075
Exercise of stock options 7,221 — 627 — — 627
Compensation cost under incentive stock plans — — 9,526 — — 9,526
Purchase and cancellation of common stock ( 816,906 ) ( 7 ) ( 1,471 ) ( 95,062 ) — ( 96,540 )
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 )
Other comprehensive loss — — — — ( 618 ) ( 618 )
Net income — — — 131,322 — 131,322
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
Issued Par
Value
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
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DORMAN PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
(in thousands) June 27, 2026 June 28, 2025
Cash Flows from Operating Activities:
Net income $ 131,322 $ 116,214
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 27,907 27,762
Provision for doubtful accounts 140 654
Provision for deferred income taxes ( 100 ) ( 75 )
Provision for stock-based compensation 9,526 8,137
Gain on sale of investment ( 2,208 ) —
Changes in assets and liabilities:
Accounts receivable ( 75,170 ) 41,185
Inventories 150,488 ( 89,695 )
Prepaids and other current assets ( 24,416 ) ( 2,911 )
Other assets ( 2,074 ) ( 4,871 )
Accounts payable ( 19,899 ) ( 10,649 )
Accrued customer rebates and returns ( 11,849 ) ( 1,203 )
Accrued compensation and other liabilities 12,714 ( 24,763 )
Cash provided by operating activities 196,381 59,785
Cash Flows from Investing Activities:
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 )
Payment of debt issuance costs ( 9,713 ) —
Proceeds from exercise of stock options 627 729
Purchase and cancellation of common stock ( 97,412 ) ( 15,561 )
Other stock-related activity ( 6,352 ) ( 5,804 )
Cash used in financing activities ( 103,475 ) ( 40,846 )
Effect of exchange rate changes on Cash and Cash Equivalents ( 43 ) 204
Net Increase (Decrease) in Cash and Cash Equivalents 82,546 ( 292 )
Cash and Cash Equivalents, Beginning of Period 49,436 57,137
Cash and Cash Equivalents, End of Period $ 131,982 $ 56,845
Supplemental Cash Flow Information
Cash paid for interest expense $ 10,685 $ 11,513
Cash paid for income taxes $ 29,502 $ 42,714
See accompanying Notes to Condensed Consolidated Financial Statements
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DORMAN PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 27, 2026, AND JUNE 28, 2025
(UNAUDITED)
1. Basis of Presentation
As used herein, unless the context requires otherwise, “Dorman,” the “Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries. Our ticker symbol on The Nasdaq Stock Market LLC is “DORM.”
The accompanying unaudited condensed consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) for interim financial information and under the rules and regulations of the U.S. Securities and Exchange Commission. However, they do not include all the information and footnotes required by GAAP for a complete set of financial statements. In the opinion of management, all adjustments (comprising only normal, recurring adjustments) considered necessary for a fair presentation have been included. 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.
2. Sales of Accounts Receivable
We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell (factor) certain accounts receivable at discounted rates to the financial institutions. Transactions under these agreements were accounted for as sales of accounts receivable, and the related accounts receivable were removed from our Condensed Consolidated Balance Sheets when sold. 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 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
Factoring costs 12,467 14,566 25,175 29,154
3. Inventories
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) June 27, 2026 December 31, 2025
Raw materials $ 30,070 $ 36,698
Bulk product 236,713 287,653
Finished product 530,233 622,029
Packaging materials 11,004 12,639
Total $ 808,020 $ 959,019
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4. Goodwill and Intangible Assets
Goodwill
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:
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
(in thousands)
Customer relationships $ 173,746 $ ( 56,399 ) $ 117,347 $ 173,984 $ ( 51,741 ) $ 122,243
Trade names 67,690 ( 21,195 ) 46,495 67,690 ( 19,119 ) 48,571
Product portfolio 107,800 ( 26,592 ) 81,208 107,800 ( 23,215 ) 84,585
Technology 2,167 ( 1,691 ) 476 2,167 ( 1,567 ) 600
Patents and other 2,487 ( 1,579 ) 908 2,475 ( 1,395 ) 1,080
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 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.
5. Debt
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
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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.
6. Segment and Geographic Information
Segment results are as follows:
For the Three Months ended June 27, 2026
(in thousands) Light Duty Heavy Duty Specialty Vehicle Total
Net sales $ 424,320 $ 66,266 $ 54,012 $ 544,598
Cost of goods sold 222,602 49,106 21,665 293,373
Factoring expense 12,467 — — 12,467
Other segment expenses 84,511 14,385 18,239 117,135
Segment income from operations $ 104,740 $ 2,775 $ 14,108 $ 121,623
For the Three Months ended June 28, 2025
(in thousands) Light Duty Heavy Duty Specialty Vehicle Total
Net sales $ 424,328 $ 62,060 $ 54,571 $ 540,959
Cost of goods sold 248,139 46,705 26,602 321,446
Factoring expense 14,566 — — 14,566
Other segment expenses 83,322 14,833 18,531 116,686
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
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A reconciliation of segment income from operations to consolidated income before income taxes is as follows:
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
Acquisition-related intangible assets amortization ( 5,173 ) ( 5,406 ) ( 10,347 ) ( 10,877 )
Acquisition-related transaction and other costs ( 233 ) ( 341 ) ( 475 ) ( 833 )
Pretax reduction in workforce costs — ( 33 ) — ( 147 )
Interest expense, net ( 6,311 ) ( 7,182 ) ( 12,118 ) ( 14,540 )
Other income, net 5,577 1,544 8,823 2,905
Consolidated income before income taxes $ 115,483 $ 76,843 $ 171,705 $ 150,920
The following table presents our net sales by geographic region:
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. customers $ 499,240 $ 502,159 $ 988,300 $ 966,613
Net sales to non-U.S. customers 45,358 38,800 85,068 82,038
Total $ 544,598 $ 540,959 $ 1,073,368 $ 1,048,651
7. Commitments and Contingencies
We are a party to, or otherwise involved in, legal proceedings that arise in the ordinary course of business, including various claims and legal actions involving contracts, employment disputes, competitive practices, intellectual property infringement, product liability claims, and other matters related to the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, taking into account relevant insurance coverage, would likely have a material financial impact on the Company, and we believe the range of reasonably possible losses from current matters, taking into account relevant insurance coverage, is immaterial. 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. 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.
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8. Stock-Based Compensation
Restricted Stock Units (“RSUs”)
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
Average
Fair Value
Balance at December 31, 2025 324,125 $ 117.70
Granted 194,232 $ 118.19
Vested ( 136,272 ) $ 108.24
Canceled ( 9,851 ) $ 119.94
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 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
Average
Price Weighted
Average
Remaining
Term
(years) Aggregate
Intrinsic
Value
(in thousands)
Balance at December 31, 2025 191,677 $ 88.44
Canceled ( 703 ) $ 91.28
Exercised ( 7,221 ) $ 86.86
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
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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.
9. 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. 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 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 Six Months Ended
(in thousands, except per share data) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Numerator:
Net income $ 87,771 $ 58,709 $ 131,322 $ 116,214
Denominator:
Weighted average basic shares outstanding 29,864 30,518 30,041 30,547
Effect of stock-based compensation awards 131 162 164 197
Weighted average diluted shares outstanding 29,995 30,680 30,205 30,744
Earnings Per Share:
Basic $ 2.94 $ 1.92 $ 4.37 $ 3.80
Diluted $ 2.93 $ 1.91 $ 4.35 $ 3.78
10. Common Stock Repurchases
We periodically repurchase, at the then-current market price, and cancel common stock issued to the Dorman Products, Inc. 401(k) Retirement Plan and Trust (the “401(k) Plan”). 401(k) Plan participants can no longer purchase shares of Dorman common stock as an investment option under the 401(k) Plan. 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 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
Total cost of shares repurchased and canceled (in thousands) $ 70 $ — $ 70 $ 261
Average price per share $ 100.90 $ — $ 100.90 $ 126.08
Separately, we repurchase shares under share repurchase programs authorized by our Board of Directors. Share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion. The Company is not obligated to acquire a specific number of shares under the programs.
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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
Total cost of shares repurchased and canceled (in thousands) $ 45,041 $ 3,482 $ 96,471 $ 15,300
Average price per share $ 118.21 $ 119.56 $ 118.19 $ 124.47
At June 27, 2026, $ 362.9 million was available for repurchase under the share repurchase program.
11. Income Taxes
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. The statute of limitations for tax years before 2022 is closed for U.S. federal income tax purposes. 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, China, and India. The statute of limitations for tax years before 2021 is closed for income tax purposes in Mexico.
12. 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 values due to their short-term nature.
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.
13. Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU requires additional disclosures about categories of expenses, including, among other things, quantitative disclosures for employee compensation, depreciation, intangible asset amortization, selling expenses, and purchases of inventory. 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 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.
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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.