Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

FORM 10-K

____________________________________________________

(Mark One)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 0-18914

____________________________________________________

DORMAN PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________


Pennsylvania			23-2078856
(State or other jurisdiction of incorporation or organization)			(I.R.S Employer Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania 18915

(Address of principal executive offices) (Zip Code)

(215) 997-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, $0.01 Par Value

DORM

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

____________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large Accelerated Filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issues its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2024 was $1,965,492,670.

As of February 24, 2025, the registrant had 30,581,562 shares of common stock, $0.01 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant's definitive proxy statement, in connection with its 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024, are incorporated by reference into PART III of this Annual Report on Form 10-K.

DORMAN PRODUCTS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

December 31, 2024


		Page
	PART I

ITEM 1.	Business	2
ITEM 1A.	Risk Factors	9
ITEM 1B.	Unresolved Staff Comments	23
ITEM 1C.	Cybersecurity	23
ITEM 2.	Properties	25
ITEM 3.	Legal Proceedings	25
ITEM 4.	Mine Safety Disclosures	25
ITEM 4.1	Information about Our Executive Officers	26

	PART II

ITEM 5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	29
ITEM 6.	[Reserved]	30
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	40
ITEM 8.	Financial Statements and Supplementary Data	40
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67
ITEM 9A.	Controls and Procedures	67
ITEM 9B.	Other Information	70
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	70

	PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	71
ITEM 11.	Executive Compensation	71
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	71
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	72
ITEM 14.	Principal Accounting Fees and Services	72

	PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	73
ITEM 16.	Form 10-K Summary	73

As used herein, unless the context otherwise requires, “Dorman,” “the Company,” “we,” “us,” or “our” refers to Dorman Products, Inc. and its subsidiaries.

This Annual Report on Form 10-K contains the registered and unregistered trademarks or service marks that are the property of Dorman Products, Inc. and/or its affiliates. This Annual Report on Form 10-K also may contain additional trade names, trademarks or service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by these parties.

Statement Regarding Forward-Looking Statements

Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to net sales, diluted earnings per share, gross profit, gross margin, selling, general and administrative expenses, income tax expense, income before income taxes, net income, segment income from operations, cash and cash equivalents, indebtedness, liquidity, the Company’s share repurchase program, the Company’s outlook, the Company’s growth opportunities and future business prospects, operational costs and productivity initiatives, inflation, interest rates, customs duties and tariffs, long-term value, acquisitions and acquisition opportunities, investments, cost offsets, quarterly fluctuations, new product development, customer concessions, and fluctuations in foreign currency. Words such as “may,” “believe,” “demonstrate,” “expect,” “estimate,” “forecast,” “project,” “plan,” “anticipate,” “intend,” “should,” “will” and “likely” and similar expressions identify forward-looking statements. However, the absence of these words does not mean the statements are not forward-looking. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are based on current expectations that involve known and unknown risks, uncertainties and other factors (many of which are outside of our control) which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. For information concerning factors that could cause actual results to differ materially from the information contained in this report, reference is made to the information in PART I, ITEM 1A, “Risk Factors.” The Company is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this report if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.

PART I

ITEM 1. Business.

General

We are one of the leading suppliers of replacement and upgrade parts in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks, as well as specialty vehicles, including utility terrain vehicles (UTVs) and all-terrain vehicles (ATVs). As of December 31, 2024, we marketed approximately 138,000 distinct parts compared to approximately 133,000 as of December 31, 2023, many of which we designed and engineered. This number excludes private label stock keeping units and other variations in how we market, package, and distribute our products, includes distinct parts of acquired companies, and reflects distinct parts that have been discontinued at the end of their lifecycle. Our products are sold under our various brand names, under our customers’ private label brands, or in bulk. We are one of the leading aftermarket suppliers of parts that were traditionally available to professional installers and consumers only from original equipment manufacturers (OEMs) or salvage yards. These parts include, among other parts, leaf springs, intake manifolds, exhaust manifolds, oil filters and coolers, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers, driveshafts, UTV windshields, and complex electronics modules. For 2024, approximately 81% of our products were sold under brands that we own, and the remainder of our products were sold for resale under customers' private labels, other brands, or in bulk. We generate most of our net sales from customers in North America, primarily in the United States. Our products are sold primarily through aftermarket retailers, including through their online platforms; dealers; national, regional, and local wholesale distributors and specialty markets; and salvage yards. We also distribute aftermarket parts outside the United States, with sales primarily into Canada and Mexico, and to a lesser extent, Europe, the Middle East, and Australia.

The Motor Vehicle Aftermarket Industry

We sell our parts in three different sectors of the motor vehicle aftermarket industry: light-duty, heavy-duty, and powersports (i.e., specialty vehicles). Combined, we estimate that these three sectors had a total addressable market of over $165 billion in 2024, according to information we have derived from the 2025 Auto Care Association Factbook and other industry data.

Light-Duty Vehicle Sector

The majority of our products are designed for light-duty vehicles, which are passenger cars and light-duty trucks. Two distinct groups of end-users buy replacement and upgrade vehicle parts for this sector: (i) individual consumers, who purchase parts to perform "do-it-yourself" repairs and upgrades on their own vehicles; and (ii) professional installers. Professional installers include: (i) individual vehicle repair shops, representing approximately 70% of the total aftermarket vehicle repair industry according to the Motor & Equipment Manufacturers Association, which generally service a variety of OEM vehicle makes and models and sell and install non-OEM aftermarket parts; and (ii) dealership service departments, which generally only service specific brands of OEM vehicles and sell and install those same OEM brand aftermarket parts. Individual consumers typically are supplied through retailers and the retail arms of warehouse distributors. Vehicle repair shops generally purchase parts through local independent parts wholesalers and national parts distributors. Automobile dealership service departments generally obtain parts through the distribution systems of vehicle manufacturers and specialized national and regional parts distributors.

Spending in the light-duty vehicle sector generally can be grouped into three categories: discretionary, maintenance, and repair. Discretionary, such as upgrade accessories and performance, tends to align with consumer discretionary spending. Maintenance is composed of products and services, such as oil and oil changes, and tends to be less correlated with discretionary spending. Repair consists mainly of replacement parts that fail over time. While some repair work may be influenced by factors such as extreme weather in the summer or winter months, this work tends to be less cyclical as it is largely comprised of parts necessary for a vehicle to function properly or safely. The majority of our net sales are from products that fall into the repair category.

The increasing complexity and the number of different makes and models of light-duty vehicles have resulted in a significant increase in the number of products required to service domestic and foreign automotive fleets. The requirement to include more products in inventory and the significant consolidation among

distributors of automotive replacement parts have in turn resulted in larger distributors. See ITEM 1A, “Risk Factors – Risks Related to Our Business – Our Industry, Operations and Competition” for information regarding the potential impacts of consolidation on our business.

Retailers and others who purchase light-duty aftermarket parts for resale often are constrained to a finite amount of space in which to display and stock products. Thus, the reputation for quality, customer service, and line profitability that a supplier provides typically are significant factors in a retailer’s or other reseller’s decision as to which product lines to carry in the limited space available. Further, because of the efficiencies achieved through the ability to order all or part of a complete line of products from one supplier (with possible volume discounts), as opposed to satisfying the same requirements through a variety of different sources, retailers and other resellers of light-duty aftermarket parts often seek to purchase products from fewer but stronger suppliers.

Heavy-Duty Vehicle Sector

The heavy-duty vehicle sector is focused on medium- and heavy-duty vehicles. The largest purchasers of aftermarket parts for this sector are independent distributors, including organizations associated with large buying groups and other distributors, as well as independent component specialists and rebuilders, and auto parts stores. The service work performed on medium- and heavy-duty vehicles is generally completed by end-user businesses that utilize these vehicles in their operations, fleets, and independent garages and distributors, who buy parts from the purchasers above or in some instances directly from suppliers like us. The majority of our sales in the heavy-duty vehicle sector are related to replacement parts.

Specialty Vehicle Sector

The specialty vehicle sector generally consists of parts for powersport vehicles, such as UTVs and ATVs, for both functional and upgrade accessories as well as replacement parts. Functional and upgrade accessories include parts such as engine performance upgrades, lighting and electronics, storage and cargo, tires and wheels, cabs, roofs and windshields, and other cosmetic parts. Nondiscretionary repair parts consist of brake systems, engine systems, electronics, frame and body parts, and driveline and transmission parts and are critical given the significant wear and tear often placed on those parts during normal use. Given the critical nature of repair parts to ensure a vehicle functions properly, purchases of those parts are generally nondiscretionary purchases. Currently, approximately half of our sales of specialty vehicle parts constitute nondiscretionary repair parts.

This sector consists of direct-to-consumer and direct-to-dealer channels through both retail and e-commerce platforms. Key purchasing decisions of customers in this sector include ease of ordering, ease of installation, the price and availability of products, delivery times, and overall product quality.

Brands and Products

We market our products under the Dorman®, Dayton Parts®, and SuperATV® names, along with several sub-brands, which identify products that address specific segments of the motor vehicle aftermarket industry.

Some of our most popular brands include:

DORMAN® – Reliable replacement automotive parts and components. A brand mechanics have trusted for more than 100 years.

DORMAN® OE FIX™ – Dorman products that are designed to be better repair solutions than the OE alternative. These parts are made to help save the service technician time and money, and increase reliability and serviceability.

HELP!® – Parts and components designed to help the automotive do-it-yourself customer, or DIYer, save time and money. A fixture in auto parts store aisles for decades.

Conduct-Tite® – Electrical tools, materials, and accessories designed to help DIYers fix and customize vehicles. This brand includes the Builders Series line of premium wiring solutions.

Dayton Parts® – An extensive product offering of heavy-duty commercial vehicle repair solutions, from cab to trailer.

SuperATV® – UTV and ATV parts and accessories designed by riders for riders.

Keller Performance Products – High-quality ball joints for specialty vehicles.

Assault Industries – West Coast-style powersports products built for the cool factor and designed with an edge.

Gboost – Clutching products for specialty vehicles.

GDP – Premium quality transmission, portals, differentials and more for UTVs and ATVs.

We offer bumper-to-bumper aftermarket solutions covering everything from engine, undercar, steering and suspension, body, electronics, and hardware. Our engine products include intake and exhaust manifolds, oil filters and coolers, fans, thermostat housings, and throttle bodies. Our undercar products include fluid lines, fluid reservoirs, connectors, 4-wheel drive components and axles, drain plugs, and other engine, transmission, and axle components. Our steering and suspension products include control arms, ball joints, tie-rod ends, brake hardware and hydraulics, wheel and axle hardware, suspension arms, knuckles, links, bushings, leaf springs, and other suspension, steering, and brake components. Our body products include door handles and hinges, window lift motors, window regulators, switches and handles, wiper components, lighting, electrical, and other interior and exterior vehicle body components, including windshields for UTVs. Our electronics products include new and remanufactured modules, clusters, and sensors. Our hardware products include threaded bolts and auto body fasteners, automotive and home electrical wiring components, and other hardware assortments and merchandise.

Product Development

We are committed to product development and innovation with a customer-first approach keeping owners and installers in mind. Our engineers and designers focus on solutions designed to help save repair technicians time, save vehicle owners money, and provide sought-after vehicle enhancements and differentiation.

We have dedicated teams devoted solely to ideation and innovation in support of our objective to develop new products, many of which are first to the aftermarket. Our teams of researchers, field analysts, and product specialists visit repair shop technicians and spend time with customers to listen to and understand their repair challenges and vehicle needs.

We categorize our product development opportunities across three different spectrums: (1) alternative parts - direct aftermarket replacements for factory parts, (2) upgraded parts (including our "OE FIX" line) – parts with enhanced design, functionality, or features based on identifying what made original parts problematic and developing new solutions that address the original failure modes, and (3) new parts - identifying parts that are not available from the OE or in the aftermarket that can enhance vehicle performance and user experience. Some of these opportunities are new to the aftermarket whereas others continue to expand our current portfolio offering. The following table represents the number of distinct parts we introduced for each of the last three years:


	Year Ended December 31,
	2024	2023	2022
New to the aftermarket	1,659	1,791	1,762
Line extensions	3,676	4,315	3,667
Total distinct parts introduced	5,335	6,106	5,429

In 2024, we introduced a range of innovative, first-to-the-aftermarket repair solutions for the light-duty vehicle sector, designed to fit a wide variety of vehicles. Our product launches included “OE FIX” solutions such as loaded magnetic strut assemblies, turbo line replacement kits, and fully loaded knuckle assemblies. We also expanded our investment in our emerging technology solutions portfolio to support repairs for complex automotive electronic components. This included the release of transmission control modules, electronic power steering racks, and various other control modules and sensors. Additionally, we made significant additions to our industry-leading lines of turbo accessories, coolers, and chassis components.

In 2024, we significantly expanded our heavy-duty product portfolio, introducing a comprehensive range of brake components—including drums and rotors—along with a new king pin program for connecting trucks and trailers and enhancements to our leaf spring coverage. Additionally, we launched several aftermarket-exclusive products, including EGR coolers, after-treatment injectors, and engine sensors. Most notably, we proudly debuted our Dayton Exhaust components line, delivering innovative solutions for both above and below-chassis applications for Class 7 and Class 8 trucks.

In the specialty vehicles sector, in 2024 we released many first-to-the-aftermarket products covering accessories and nondiscretionary repair parts, including a complete line of geared reverse direct replacement transmissions for multiple makes and models of ATVs and UTVs. We expanded our Ready Fit® winch line, which is designed to significantly reduce installation time for the customer. We also continued our investment in innovative solutions to enhance the rider experience like a rear steer kit, driver-adjustable electronic power steering, and creature comfort items that provide improved heat and air flow within the cab, such as our electronic thermostat bypass heaters and roof-mounted fan system.

Sales and Marketing

We market our products to purchasers, many of whom in turn supply individual consumers and professional installers. Our products are available in our customers’ retail stores, on our website and our customers’ websites, and through dealers and warehouse distributors.

As of December 31, 2024, we had a sales and sales support team of approximately 300 people selling our products either directly to our customers or, for certain select customers, indirectly using independent manufacturers’ representative agencies worldwide.

Our sales efforts are not directed merely at selling individual products, but more broadly towards selling our entire product portfolio. Our sales strategy includes increasing sales not only by securing new customers, but also by adding new product lines and expanding product selection within existing customers in an effort to make our customers a destination for our aftermarket products.

Among other things, we use digital advertising, social media, email, catalogs, and brochures to describe and promote our products. Our websites include DormanProducts.com, DaytonParts.com, and SuperATV.com. These sites are not and should not be considered part of this Form 10-K and are not incorporated by reference in this Form 10-K.

As of December 31, 2024, we serviced approximately 10,000 active accounts. During 2024, two customers each accounted for more than 10% of net sales and in the aggregate accounted for approximately 39% of net sales.

Manufacturing and Procurement

Most of our light-duty vehicle products are manufactured by third parties, as are the majority of our heavy-duty vehicle products. The remainder of our heavy-duty vehicle products are manufactured in our facilities in the United States. The majority of our specialty vehicle products are manufactured in our facilities in the United States and China. We engage third-party manufacturers around the world to develop and manufacture products according to our performance and design requirements, oftentimes using tooling that we own. In 2024, as a percentage of our total dollar volume of purchases, approximately 28% of our products were purchased from third-party suppliers throughout the United States and the balance of our purchases were from third-party suppliers outside of the United States. In 2024, approximately 45% of our products were purchased from third-party suppliers located in China. Our global supplier network provides access to a broad array of manufacturing capabilities and technologies, and coupled with our diverse product portfolio, limits our dependency on any single source of supply. While our supplier selection and sourcing programs will continue to leverage our strategic manufacturers for a substantial portion of our product portfolio, we also continue to qualify alternative sources available to provide additional support and capacity, if needed. We make a concerted effort to build and nurture strong, healthy relationships with our suppliers. In 2024, we purchased motor vehicle products in substantial volumes from over 400 suppliers, and no single supplier accounted for more than 10% of our total product purchases. For more information on risks relating to our supply chain, see ITEM 1A. "Risk Factors - Risks Related to Our Business - Our Industry, Operations and Competition."

Packaging, Inventory, and Shipping

Finished products acquired from third-party suppliers or our owned manufacturing sites are received at one or more of our company or third-party-operated facilities in the United States and Canada for sorting and distribution to our customers, depending on the type of part. It is our practice to inspect samples of shipments based on supplier performance. If cleared, these shipments of finished parts are logged into our computerized production tracking systems and staged for packaging, if necessary.

We employ a variety of custom-designed packaging machines which include blister sealing, skin film sealing, clamshell sealing, bagging, and boxing lines. Packaged product generally contains our label (or a private label), a part number, a universal packaging bar code suitable for electronic scanning, a description of the part, and if appropriate, installation instructions. Products are also sold in bulk to automotive parts manufacturers and packagers. Computerized tracking systems, mechanical counting devices, and experienced

workers combine to help ensure that the proper variety and numbers of parts meet the correct packaging materials at the appropriate places and times to produce the required quantities of finished products.

Packaged inventory is either stocked in the warehouse portions of our facilities or in distribution centers maintained by our third-party logistics providers and is organized to facilitate the most efficient methods of retrieving product to fill customer orders. We strive to maintain a level of inventory to adequately meet current customer order demand with additional inventory to satisfy new customer orders and special programs.

We ship our products by contract carrier, common carrier, or parcel service. Products are generally shipped to each customer's main warehouses for redistribution within its network or to dealers for further resale. In addition to utilizing our dealer networks, our specialty vehicle products that are ordered through SuperATV websites may be shipped directly to customers. In certain circumstances, at the request of a customer, we ship directly to that customer's warehouses, stores, or other locations, either via smaller direct ship orders or consolidated store orders that are cross-docked.

Remanufacturing and Recycling Parts

Certain products we sell contain parts that can be recycled, or as more commonly referred to in our industry, remanufactured. We refer to the used product that is ultimately remanufactured as core. A used core is remanufactured and sold to the customer as a replacement for a unit on a vehicle. Customers and end-users that purchase a remanufactured replacement part will generally return the used core to us, which we then use in the remanufacturing process to make another finished good. Our core inventory consists of used cores purchased and held in our facilities, used cores that are in the process of being returned from our customers and end-users, and remanufactured cores held in finished goods inventory at our facilities. Our products that utilize cores include electronic control modules and complex mechatronics. We believe our remanufactured parts offer end-users an economical and safe way to maintain their cars on the road, while also reducing the impact on the environment.

Competition

The motor vehicle aftermarket industry is highly competitive on factors including price, product quality, breadth of product line, range of applications, and customer service. Substantially all our products are subject to competition with similar products offered by other providers. Some of these competitors are divisions and subsidiaries of companies much larger than ours that possess a longer history of operations and greater financial and other resources than we do. We also face competition from OE manufacturers who sell through their dealerships many of the same replacement parts that we sell, although these manufacturers generally sell parts only for vehicles they produce. Some of our current or former suppliers may compete with us by supplying directly to our customers. Further, some of our private label customers also compete with us. For more information on risks relating to our competition, see ITEM 1A, “Risk Factors – Risks Related to Our Business – Our Industry, Operations and Competition.”

Seasonality

Our business can be affected by weather conditions. Extremely hot or cold weather generally results in an increase in parts failure at an accelerated rate, which generally leads to an increase in our sales for the duration of the extreme weather event.

Patents, Trademarks, and Other Intellectual Property

We own patents important to our business, and we expect to continue to file patent applications to protect our research and development investments in new products.

As of December 31, 2024, we held 127 patents and 94 pending patent applications worldwide. In addition, we hold numerous trademarks in the United States and other countries. We also have licenses to intellectual property for the manufacture, use, and sale of certain of our products.

We obtain patent and other intellectual property rights used in connection with our business when practicable and when we deem it appropriate. Historically, we have done so organically, through commercial relationships, or in connection with acquisitions.

For more information concerning the risks related to patents, trademarks, and other intellectual property, see ITEM 1A, "Risk Factors – Risks Related to Our Business – Our Intellectual Property and Information Security.”

Product Safety & Regulatory Affairs

Our products and the vehicles in which they are used may be subject to safety laws and regulations promulgated by federal, state/provincial, and local governments around the world. For example, the National Highway Traffic Safety Administration (“NHTSA”) has federal oversight over product safety issues related to automobiles in the United States, and the Consumer Product Safety Commission (“CPSC”) has federal oversight over product safety issues related to off-road vehicles. While we are currently managing compliance with these various regulatory schemes and standards, changes in the regulatory climate in any of the jurisdictions where we operate could have a material adverse effect on our business, financial condition, and results of operations. For a more detailed discussion of these risks, please see ITEM 1A, "Risk Factors – Risks Related to Our Business – Product Development, Acceptance, and Quality and Regulations.”

Human Capital Resources

General

As of December 31, 2024, we had 3,787 employees worldwide, substantially all of whom were employed full-time. Our employees are categorized by various functions. “Operations” consists of employees engaged in production, product distribution, and inventory quality control. “Product Development” includes employees involved in product development and purchasing. “Quality and Engineering” consists of employees involved in internal and external quality management, manufacturing, engineering, design, and testing. “Sales” includes employees employed in sales and customer service. “Administration” includes executive officers and individuals employed in finance, legal, information technology, human resources, and other functions supporting our business. The following table shows employees by function and region.


	December 31, 2024
	U.S.	Non-U.S.	Total
Operations	2,604	232	2,836
Product Development	210	1	211
Quality and Engineering	176	79	255
Sales	265	14	279
Administration	197	9	206
Total Employees	3,452	335	3,787

None of our global employees is covered by a collective bargaining agreement. We consider our relations with our employees to be generally good.

Health and Safety

We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks, and hazards. We have created and implemented processes to help eliminate safety events and reduce their frequency and severity. We also review and monitor our safety performance closely. We have adopted an environmental, health, and safety policy outlining our commitment to policies and practices that support the health and safety of our employees, contractors, and the community, and the protection of the environment in the communities where we operate. We also maintain a human rights policy for the organization outlining our commitment to operating with respect for human rights.

Culture of Contribution

We refer to our employees as “Contributors” because we are a team of innovators, collaborators, and problem-solvers working toward meaningful and mutual goals. We believe our reputation as a leader in the motor vehicle aftermarket industry can be attributed to, among other things, the diverse viewpoints and life experiences of our valued workforce. We empower and celebrate new ideas throughout our organization because new ideas are integral to our product development process and our evolution as a company. Investing in

our Contributors and promoting an environment where they feel valued and empowered is an essential part of our culture. We believe developing talented, successful people helps drive the long-term performance of our business.

Talent and Development

Our talent strategy is focused on attracting the best talent, developing their skill sets and experiences, and rewarding their performance. We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations, and our leadership team routinely reviews employee turnover rates at various levels of the organization. Leadership also participates in a robust annual talent review and succession planning process. In addition, leadership reviews employee engagement surveys to monitor employee morale and receive feedback on a variety of issues.

Compensation

We pay our employees competitively and offer a broad range of company-paid benefits, which we believe are competitive with others in our industry and in the geographies in which we compete for talent. We conduct an executive compensation benchmarking review annually to help ensure we are providing market-based compensation, including base salary, and short-term and long-term incentives. We also participate in annual compensation surveys for all positions and strive to compensate our top talent and key roles competitively. Moreover, our equity awards are designed to promote retention of key employees by utilizing vesting schedules that are time-based as well as vesting conditions that are performance-based and tied to the achievement of the Company’s long-term goals.

For information on risks relating to our human capital resources, see ITEM 1A, “Risk Factors – General Risk Factors – Losing the services of our executive officers or other highly qualified and experienced employees, or failing to attract and retain any of such officers or employees, could adversely affect our business.”

Available Information

Our Internet address is 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 website is, and is only intended to be, for reference purposes only. We make available free of charge on or through our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). In addition, we will provide, at no cost, paper or electronic copies of our reports and other filings made with the SEC. Requests should be directed to: Attention: Secretary, Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915.

ITEM 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the following factors, which could materially affect our business, financial condition, or future results. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition, or results of operations. The risks are listed below in no particular order.

Risks Related to Our Business

Our Industry, Operations, and Competition

Our business is impacted by the age, condition, and number of vehicles that need servicing and by improvements in the quality of new vehicle parts.

The size of the motor vehicle aftermarket industry depends, in part, upon the number of vehicles on the road, average vehicle age, change in total miles driven per year, new or modified environmental and vehicle safety regulations, including fuel-efficiency and emissions reduction standards, pricing of new and used vehicles, and new vehicle quality and related warranties. We believe the motor vehicle aftermarket industry has been negatively

impacted by the fact that the quality of certain motor vehicles and their component parts (and related warranties) has improved, thereby lengthening the repair cycle. Generally, if parts last longer, there will be less demand for our products, and the average useful life of motor vehicle parts has been steadily increasing in recent years due to innovations in products and technology. In addition, the introduction by original equipment manufacturers of increased warranty and maintenance initiatives has the potential to decrease the demand for our products. These factors could have a material adverse effect on our business, financial condition, and results of operations.

Our industry is highly competitive, and our success depends on our ability to compete with suppliers of motor vehicle aftermarket products, some of which may have greater financial, marketing, and other resources than we do.

The motor vehicle aftermarket industry is highly competitive, and our success depends on our ability to compete with domestic and international suppliers of aftermarket products. Due to the diversity of our product offering, we compete against a large cross-section of aftermarket companies and brands, including, but not limited to, Cardone Industries, Inc., Standard Motor Products, Inc., Tenneco, Inc., Bosch Auto Parts, First Brands Group, LLC, Gates Corporation, Continental Automotive Systems, Inc. (VDO), MevoTech LP, ACDelco (owned by General Motors Company), Motorcraft (owned by Ford Motor Company), Cummins Inc. (following its acquisition of Meritor, Inc.), Automann Inc., WARN Industries, Rocky Mountain ATV/MC and numerous category specific competitors. In addition, we face competition from original equipment manufacturers, which, through their dealers or dealerships, supply many of the same types of parts we sell. Further, some of our private label customers also compete with us.

Some of our competitors may have larger customer bases and greater financial, technical, and marketing resources than we do. These factors may allow our competitors to:

• respond more quickly than we can to new or emerging technologies and changes in customer requirements by devoting greater resources than we can to the development, promotion, and sale of motor vehicle aftermarket products;

• engage in more extensive research and development;

• sell products at lower prices than we do;

• undertake more extensive marketing campaigns; and

• make more attractive offers to existing and potential customers and strategic partners.

We cannot assure you that our competitors or others in our industry will not (i) adopt fast follower strategies, based on the Company's new product launches, (ii) develop products or services that are equal or superior to our products, or that achieve greater market acceptance than our products, or (iii) expand their operations into product lines produced and sold by us. We also cannot assure you that additional entrants will not enter our industry or that companies in our industry will not consolidate. Any such competitive pressures could cause us to lose market share or could result in significant price decreases and could have a material adverse effect on our business, financial condition, and results of operations.

The loss or decrease in sales among one of our top customers, or a material change in the terms on which they are willing to buy from us, could have a substantial negative impact on our sales and operating results.

A significant percentage of our sales has been, and is expected to be, concentrated among a relatively small number of customers. During 2024, two customers each accounted for more than 10% of net sales and in the aggregate accounted for approximately 39% of net sales. We anticipate that this concentration of sales among these customers will continue in the future. The loss of a significant customer, changes in customer buying behaviors, or a substantial decrease in sales to such a customer could have a material adverse effect on our sales and operating results. In addition, any consolidation among our key customers may further increase our customer concentration risk.

Also, while we may enter into long-term agreements with certain of our significant customers, those agreements generally do not contain purchase commitments, which instead are set forth in individual purchase orders submitted by customers based on their then-current or projected needs. We have in the past, and may in the future, lose customers or lose a particular product line of a customer due to the highly competitive conditions in the motor vehicle aftermarket industry, consolidation of customers, and customer initiatives to buy direct from foreign suppliers or other business considerations. In addition, given the size and scale of some of our customers, there is a risk that they may establish and grow direct relationships with our suppliers or other suppliers in the marketplace and reduce

their purchases or cease purchasing from us. A decision by any significant customer, whether motivated by competitive conditions, financial difficulties, or otherwise, to materially decrease the amount of products purchased from us or the number of our product lines they choose to carry, to change their manner of doing business with us, or to stop doing business with us, could have a material adverse effect on our business, financial condition, and results of operations.

Because our sales are concentrated, and the industry in which we operate is very competitive, we are under ongoing pressure from our customers to offer lower prices, extend payment terms, increase marketing and transportation allowances, provide enhanced rebates, discounts, rights of return and credits and offer other terms more favorable to these customers. These customer demands have put continued pressure on our operating margins and profitability and in the future could have a material adverse effect on our business, financial condition, and results of operations.

There is substantial price competition in our industry, and our success and profitability will partially depend on our ability to maintain a competitive cost and price structure.

Given the substantial price competition in our industry, our success and profitability will partially depend on our ability to maintain a competitive cost and price structure. This is the result of several industry trends, including the consolidated purchasing power of large customers, the growth of e-commerce, and actions taken by some of our competitors to attract new business, including efforts to enhance their online presence. In addition, some of our competitors may source their products from countries with more favorable U.S. tariff and trade treatment than the countries from which we source our products, enabling those competitors to offer lower prices than we do. Price reductions may be required to remain competitive, and such reductions may impact our sales and profit margins. Our future profitability will depend in part upon our ability to respond to changes in product and distribution channel mix, to continue to improve our manufacturing and distribution efficiencies, and to increase prices to address increasing costs, including costs such as tariffs that are outside of our control. In addition, our future profitability will depend in part upon our ability to generate cost reductions, including reductions in the cost of components purchased from outside suppliers, and to maintain a cost structure that will enable us to offer competitive prices. Our inability to maintain a competitive cost structure or to pass through increases in costs to our customers could have a material adverse effect on our business, financial condition, and results of operations.

The inability of our customers to grow their businesses and compete effectively may adversely affect our business.

Our products are sold primarily to aftermarket retailers; dealers; national, regional, and local wholesale distributors; professional installers; specialty markets; and salvage yards. The growth of our business depends, in part, on the ability of our customers to grow their businesses and compete effectively in their respective markets. If our customers are unable to grow while maintaining or improving their competitive position, it could adversely affect their demand for our products and services.

Factors that could impact our customers' growth and competitiveness include:

•Technological Changes: Technological advancements and the complexity of motor vehicles may render our customers less competitive if they do not make adequate investments in their businesses, including, but not limited to, investments in training and tools;

•Competitive Pressures: Increased competition from existing or new market entrants (e.g., the growth of e-commerce) could erode our customers' market share, impacting their business performance and, consequently, their demand for our products; and

•Shelf Space Limitations: The amount of space available to retailers and other resellers of our products is limited, and, therefore, our products compete with other motor vehicle aftermarket products, some of which are entirely dissimilar and otherwise non-competitive (such as car waxes and engine oil), for shelf and floor space. The failure of our customers to increase shelf space or grow in new locations may adversely impact their demand for our products.

If our customers are unable to grow their businesses and compete effectively, it could lead to reduced sales, increased credit risk, and potential loss of business for those customers, which could have a material adverse effect on our business, financial condition, and results of operations.

Customer consolidation in the motor vehicle aftermarket industry may lead to customer contract terms less favorable to us, which may negatively impact our financial results.

The motor vehicle aftermarket industry has been consolidating over the past several years. As a result of such consolidations, many of our non-end user customers have grown larger and therefore have more leverage in negotiating agreements to buy products from us. Such customers may require us to provide extended payment terms, issue customer credits, and accept returns of slow-moving product to obtain new, or retain existing, business. Although we attempt to avoid or minimize such concessions, in some cases customer payment terms have been extended, enhanced credits have been issued and returns of product have exceeded historical levels. The product returns and customer credits primarily affect our net sales and profit levels while payment term extensions and additional factoring costs generally reduce operating cash flow and require additional capital to finance our business. We expect these trends to continue for the foreseeable future.

Our growth in the specialty vehicle category depends upon our continued ability to expand our product sales into specialty vehicles, including, but not limited to, those that require performance-defining products, and the expansion of the market for these vehicles.

With our acquisition of SuperATV, a portion of our sales are generated from providing aftermarket parts and accessories for specialty vehicles, such as UTVs and ATVs, that require performance-defining products. Our success depends, in part, on the growth of the market for such vehicles. Such market growth includes the creation of new classes of vehicles that can benefit from our products and our ability to create products for these vehicles. If these markets do not expand or if they contract due to economic factors, changes in consumer preferences, or other reasons, or we are unsuccessful in creating new products for these markets or other competitors successfully enter these markets, we may fail to achieve future growth or our sales could decrease, which could have a material adverse effect on our business, financial condition, and results of operations.

If we fail to maintain sufficient inventory to meet current customer demands, or if we fail to anticipate future changes in customer demands, our financial results could be adversely affected.

We must maintain sufficient in-stock inventory and anticipate future changes in customer demands to be successful. If we fail to do so, our financial results could be adversely affected. Fluctuations in demand may result from several factors, including, but not limited to, global economic conditions, global pandemics, the age, condition, and number of vehicles that need servicing, motor vehicle parts failure rates, loss of market share, and improvements in product designs that result in enhanced quality and reliability of new vehicle parts. As a result of these and other factors, we have experienced and expect to continue to experience fluctuating levels of demand that require us to monitor, and, where appropriate, adjust our operations, including our inventory levels and staffing at our facilities. If we cannot accurately forecast future reductions in demand, we may accumulate excess or obsolete inventory and be forced to reduce hours or lay off or furlough employees. Conversely, if we cannot accurately forecast future increases in demand, we may have inventory shortfalls or inadequate staffing levels to meet demand, which may result in our inability to fill orders on a timely basis or at all and could result in penalties owed to our customers and the loss of net sales.

Our profitability may be materially adversely affected because of overstock inventory-related returns by our customers in excess of anticipated amounts.

In certain instances, we permit overstock returns of inventory that may be new, non-defective, or non-obsolete. To the extent our customer agreements permit overstock returns, those customers are generally limited to returning overstocked inventory according to a specified percentage of their annual purchases from us. We accrue for overstock returns as a percentage of net sales, after considering recent historical returns. While we believe that we make reasonable estimates for overstock returns in accordance with our revenue recognition policies, actual returns may differ from our estimates. To the extent that overstocked returns materially exceed our projections, our business, results of operations, and financial condition may be materially adversely affected.

Our operations would be materially and adversely affected if our suppliers fail to perform or if we cannot manage our supply chain effectively.

Because we purchase various types of raw materials, finished goods, equipment, and manufactured component parts from suppliers, we may be materially and adversely affected by the failure of those suppliers to perform as expected. This non-performance may consist of delivery delays or failures caused by production issues or delivery of non-conforming products. The risk of non-performance may also result from the insolvency or

bankruptcy of one or more of our suppliers. Our suppliers’ ability to supply products to us is also subject to risks, including, but not limited to, availability and cost of raw materials, political instability, new regulations or tariffs, military conflict, destruction of their facilities caused by natural and other disasters, work stoppages, and health crises.

Furthermore, because certain products we sell contain parts that are or can be recycled and remanufactured -- parts more commonly referred to in our industry as “core” – our ability to sell those products may be materially and adversely affected if we are unable to obtain those core parts from our suppliers on favorable terms, if at all.

Our efforts to protect against and minimize these risks may not always be effective. If any of our key suppliers fails to meet our needs or if our relationships with any of our key suppliers are not maintained, it may not be possible to replace such supplier without disruptions in our operations. In addition, we may not be able to consolidate or diversify our supply chain as business needs dictate, and our operations may be adversely impacted as a result. For example, we may experience delays as new suppliers are qualified or as tooling is moved or replaced. Furthermore, the replacement of a key supplier or transitioning to a new supplier in a different geography may result in production delays, product quality issues, or increased expenses, which could result in inventory shortages or lower profit margins and could have a material adverse effect on our business, financial condition, and results of operations.

Our operating results are sensitive to the availability and cost of third-party logistics providers, which are important in the manufacture and transport of our products.

We depend upon third-party logistics providers, such as ocean freight, port operators, railroad, and trucking carriers, for shipments to and from our suppliers and for delivery of our products to us and our customers. Our access to third-party logistics providers is not guaranteed, and, even if we have access to logistics providers, we may be unable to transport our products at economically attractive rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure. Fluctuations in demand for third-party logistics providers and other events impacting transportation capacity and costs, such as strikes, political events, international trade disputes, war, terrorism, natural disasters, adverse weather conditions, congestion, increases in fuel prices, public health issues, including pandemics, and other events, may impact the availability of third-party logistics providers to ship our products or the cost to ship our products. For example, logistics costs and transit times for product from our suppliers were adversely impacted during 2024 by disruptive conflict around the Suez Canal, resulting in changes to our shipping routes and increased shipping costs. To the extent we enter into long-term agreements with logistics providers, our forecasts of expected capacity needed in future periods may be inaccurate because of unforeseen fluctuations in demand for these logistics services, which could result in us paying for capacity that is not needed or result in us having to purchase additional capacity on a spot-market basis. To the extent our transportation mix changes between contracted and market volume, driven by market conditions or other variables, we may observe impacts that create favorability or unfavorability in our end-to-end logistics cost structure. In addition, our business, financial position, results of operations, or cash flows could be materially and adversely affected if we are unable to pass along increased logistics costs to our customers, or if third-party transportation capacity were to decline significantly or otherwise become unavailable.

Significant inflation could adversely affect our business and financial results.

Inflation can adversely affect us by increasing our operating costs, which could have an adverse impact on our business or financial results. For example, while inflation declined in 2024, we experienced broad-based inflationary impacts during the year ended December 31, 2023 due primarily to global transportation and logistics constraints, which resulted in significantly higher transportation costs, tariffs, material costs, and wage inflation from an increasingly competitive labor market. In a highly inflationary environment, we may attempt to offset inflationary pressures with cost-saving initiatives, price increases to customers, or the use of alternative suppliers. Such initiatives, however, may not provide immediate relief from such pressures. For example, in 2023 we implemented pass-through price increases to offset inflationary cost impacts, but, given the amount of time necessary to implement those increases, there was a lag effect to the full recovery of these costs. Furthermore, in general, pricing increases that we implemented to pass through the increased costs had no added profit dollars and consequently did not fully offset the impact that the increased costs had on our gross and operating margin percentages. Moreover, pricing actions such as these may have a negative impact on customers’ willingness to purchase our products. There can be no assurance that inflationary pressures will ease or that we will be successful in implementing pricing increases in the future to recover increased inflationary costs, and such inflationary pressures could have a material adverse effect on our business, financial condition, and results of operations.

Changes in U.S. trade policy, including the imposition and enforcement of tariffs and the resulting consequences, could adversely affect our results of operations.

In 2024, approximately 72% of our products were purchased from suppliers in a variety of non-U.S. countries. The U.S. government’s trade policy with countries where we source or sell our products may change based on several factors, including, but not limited to, political and economic factors. The new political administration in the United States has signaled an intention to use tariffs more robustly in pursuing government policy and has already implemented some new tariffs. For instance, the U.S. government has imposed tariffs on certain foreign goods, including steel and aluminum, and on certain vehicle parts, which have resulted in increased costs for goods imported into the United States. When increases are made to U.S. duty rates or tariffs, reciprocal action by other countries sometimes occurs, and any such increases could impact the price of our products and cause a decline in the demand for our products. If we are unable to pass price increases on to our customer base or otherwise mitigate the costs, or if demand for our products decreases due to the higher cost, our results of operations could be materially adversely affected. In addition, further tariffs have been proposed by the United States and its trading partners and additional trade restrictions could be implemented on a broader range of products or raw materials. The resulting environment of retaliatory trade or other practices could have a material adverse effect on our business, financial condition, results of operations, customers, suppliers, and the global economy.

We have in the past, and expect to continue to, incur significant costs to comply with trade laws imposing tariffs on products imported into the U.S. However, our competitors may not comply and may engage in transshipping to avoid tariffs and import competing products at lower costs than ours. If illegal transshipments are not monitored and enforcement is not effective to limit them, these shipments could have a material adverse effect on our business, financial condition, and results of operations.

In addition to duties and tariffs, any actions taken by the United States or by foreign countries to further implement trade policy changes, including limiting foreign investment or trade, increasing regulatory requirements, or other actions that impact our ability to obtain necessary licenses or approvals could negatively impact our business. These actions are unpredictable, and any of them could also have a material adverse effect on global economic conditions and the stability of global financial markets, significantly reduce global trade, restrict our access to suppliers or customers, and have a material adverse effect on our business, financial condition and results of operations.

Our business, results of operations, and financial condition could be materially adversely affected by the effects of widespread public health pandemics that are beyond our control.

Any outbreaks of contagious diseases, public health pandemics, and other adverse public health developments in countries where we, our customers, or our suppliers operate could have a material and adverse effect on our business, results of operations, and financial condition. For example, the COVID-19 pandemic adversely impacted businesses around the world, adversely affected supply chain logistics, and contributed to increases in raw material, freight, labor, and other costs. Uncertain factors relating to pandemics include the duration, spread, and severity of the pandemic, the efficacy and distribution of vaccines and treatments designed to combat the pandemic, the effects on our customers, vendors, suppliers, and employees, and the actions, or perception of actions that may be taken, to contain or treat its impact, including declarations of states of emergency, workplace mandates, business closures, manufacturing restrictions and any prolonged period of travel, commercial and/or other similar restrictions and limitations.

Any such pandemic and the measures designed to contain its spread may negatively impact demand for our products, which could have a material and adverse effect on our business, results of operations, and financial condition. Similarly, our suppliers may not have the materials, capacity, or capability to manufacture our products according to our schedule and specifications. If our suppliers’ operations are impacted, we may need to seek alternate suppliers, which may be more expensive, may not be available, or may result in delays in shipments to us and subsequently to our customers, each of which would affect our results of operations. Further, in the event any members of our workforce, or those of our suppliers, become sick because of any pandemic or are otherwise compelled to quarantine, or refuse to comply with any related workplace mandates, we may experience shortages in labor and services that we require for our operations. The increased use of remote work environments and virtual platforms in response to any such pandemic may also increase our risk of cyber-attacks and data security breaches.

The duration of the disruption to our customers, our supply chain, and our employees, and the related financial and operational impacts to us, because of any such pandemic, cannot be estimated at this time. Should any

such disruption continue for an extended period, the impact could have a material adverse effect on our business, results of operations, and financial condition.

Product Development, Acceptance, Quality, and Regulations

If we do not continue to develop new products and bring them to market, our business, financial condition, and results of operations could be materially impacted.

Our historical growth and profitability have depended, in part, on the introduction of new parts to the motor vehicle aftermarket industry. In addition to growth through acquisitions, we invest in research and development to sustain or enhance our existing product portfolio. In certain circumstances, there may be a lengthy period between commencing these development initiatives and bringing new or improved products to market. In other instances, factors beyond our control may impact our ability to further our research and development activities. During any period of delay in research and development activities, technology advancements, customer demand and the markets for our products may move in directions that we had not anticipated. There is no guarantee that our new products or product enhancements will achieve market acceptance or that the timing of market adoption will be as predicted. As a result, there is a significant possibility that some of our development decisions, including significant expenditures on acquisitions, research and development, or investments in technologies, will not meet our expectations, and that our investment in some projects will be unprofitable. There is also a possibility that we may miss a market opportunity because we failed to invest or invested too late in a technology, product, or enhancement sought by our customers or the markets into which we sell. If we fail to make the right investments or fail to make them at the right time, competing solutions may be more attractive in the market. Investments in artificial intelligence (“AI”) also may impact our ability to develop new products. If we fail to invest in or utilize AI capabilities in our product development activities, or if our competitors adopt or use such AI capabilities more effectively in developing their own new products, our competitive position may suffer, and our revenue and profitability could be adversely affected.

The development and production of any new products are often accompanied by design and production delays and related costs. While we expect and plan for such delays and related costs, we cannot predict with precision the time and expense required to overcome these initial problems so that the products comply with specifications. Moreover, as a supplier in the motor vehicle aftermarket industry, we face additional challenges in designing and producing replacement products as original equipment manufacturers may design parts that contain enhanced technology features or proprietary technologies that are required to interface with other vehicle systems to work properly. There is a risk that we may not be able to introduce or bring to full-scale production new products as quickly as we expected in our product introduction plans, which could have a material adverse effect on our business, financial condition, and results of operations.

We may be adversely impacted by changes in, or restrictions on access to, motor vehicle technology.

The motor vehicle aftermarket industry is experiencing a period of significant technological change because of the trends toward the integration of advanced electronics into traditional products and the increase in the number of vehicles powered by fuel cells or electricity. Software, firmware, and hardware increasingly are becoming functionally integrated with, and inseparable from, physical parts. While, traditionally, repair shops and vehicle owners could diagnose and repair their vehicles with mechanical adjustments, today they often need access to vehicles’ control units using laptops, complex diagnostic tools, and software. Restrictions on access to testing and diagnostic tools, software, telematics, data, and repair information imposed by the original vehicle manufacturers or by governmental regulations may force vehicle owners to rely on dealers to perform maintenance and repairs. This in turn could limit our customers' ability to service vehicles as well as our ability to design, manufacture, and sell new products, which could have a material adverse effect on our business, financial condition, and results of operations.

These trends have led to an increase in the significance of technology to our current and future products and the amount of capital we need to invest to develop these new technologies, as well as an increase in the amount of competition we face from technology-focused new market entrants. If we misjudge the amount of capital to invest or are otherwise unable to continue providing products that meet our customers’ needs in this environment of rapid technological change, our market competitiveness could be adversely affected, which could have a material adverse effect on our business, financial condition, and results of operations.

Design and quality problems with our products could damage our reputation and adversely affect our business.

We have experienced, and in the future may experience, reliability, quality, or compatibility problems in products after their production and sale to customers. Product design and quality problems and any associated product recalls could result in damage to our reputation, loss of customers, a decrease in revenue, litigation, unexpected expenses, and a loss of market share. We have invested and will continue to invest in our engineering, design, manufacturing, and quality infrastructure to help reduce these problems; however, there can be no assurance that we can successfully remedy these issues. To the extent we experience significant quality problems in the future, it could have a material adverse effect on our business, financial condition, and results of operations.

Failure to comply with safety regulations could result in regulatory enforcement, litigation, and product recalls that damage our reputation and adversely affect our business.

Our products and the vehicles in which they are used may be subject to safety laws and regulations promulgated by federal, state/provincial, and local governments around the world. For example, the National Highway Traffic Safety Administration (“NHTSA”) has federal oversight over product safety issues related to automobiles in the United States, and the Consumer Product Safety Commission (“CPSC”) has federal oversight over product safety issues related to off-road vehicles. Changes in the regulatory climate in any of the jurisdictions where we operate could result in additional compliance costs or require us to redesign impacted products. In addition, we could become subject to regulatory enforcement actions or litigation if our products fail to comply with these regulations. Moreover, we could be required to conduct product recalls that could damage our reputation and result in additional costs. Overall, to the extent we fail to comply with safety regulations, it could have a material adverse effect on our business, financial condition, and results of operations.

Our Intellectual Property and Information Security

Cyber-attacks or other breaches of information technology security could adversely impact our business and operations.

Cyber-attacks or other breaches of network or information technology security may cause equipment failure, disruption to our operations, or the loss or theft of sensitive data relating to our Company and our employees, customers, suppliers, and business partners, including intellectual property, proprietary business information, and other sensitive material. Such attacks, which include the use of malware, encryption, computer viruses, and other means for disruption or unauthorized access, on companies have increased in frequency, scope, and potential harm in recent years. In addition, the rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks. We take preventive actions to reduce the risk of cyber incidents and protect our information technology and networks, including the data that is maintained within them. However, such preventative actions may be insufficient to repel a cyber-attack or other network breach in the future. Furthermore, because the techniques used to carry out cyber-attacks change frequently and in many instances are not recognized until after they are used against a target, we may be unable to anticipate these changes or implement adequate preventative measures. Moreover, we utilize third-party vendors that provide information technology services for various areas, including human resources functions (e.g., payroll), and parts of our operations rely upon third-party logistics providers that maintain their own information technology systems on which we rely. While we generally require these third parties to monitor and protect their information technology systems against cyber-attacks and other breaches, their efforts may not be effective. To the extent that any cyber-attack or other security breach of one of these third-party systems causes a disruption in a third-party’s operations or results in a loss or damage to our data, loss or theft of our intellectual property, or unauthorized disclosure of confidential information, including information regarding our customers and the ultimate purchasers of our products, it could disrupt our operations or cause significant damage to our reputation, affect our relationship with our customers, suppliers and employees, and lead to claims against us and ultimately harm our business. Moreover, intruders that gain access to our intellectual property and trade secrets may attempt to use that information to harm our business, by developing competing or counterfeit products. Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. Any such cyber-attacks and loss or theft of our intellectual property or unauthorized disclosure of confidential information could have a material adverse effect on our business, financial condition, and results of operations.

We are dependent, in part, on our intellectual property. If we are not able to protect our proprietary rights or if those rights are invalidated or circumvented, our business may be adversely affected.

Our business is dependent, in part, on our ability to innovate, and, as a result, we rely on our intellectual property. We generally protect our intellectual property through patents, trademarks, copyrights, trade secrets, confidentiality and nondisclosure agreements, information security practices, and other measures to the extent our budget permits. There can be no assurance that patents will be issued from pending applications that we have filed or that our patents will be sufficient to protect our key technology from misappropriation or falling into the public domain, nor can assurances be made that any of our patents, patent applications, trademarks or our other intellectual property or proprietary rights will not be misappropriated, challenged, invalidated, or circumvented. In addition, the level of protection of our proprietary technology varies by country and may be uncertain in countries that do not have well-developed judicial systems or laws that adequately protect intellectual property rights. Patent litigation and other challenges to our patents and other proprietary rights are costly and unpredictable and may prevent us from gaining and/or maintaining market exclusivity for a product in a particular geographic area. Financial considerations may also preclude us from seeking patent protection in every country where infringement litigation could arise. Our inability to predict our intellectual property requirements in all geographies and affordability constraints may also impact our intellectual property protection investment decisions. If we are unable to adequately protect our proprietary rights, we may be at a disadvantage to others who do not incur the substantial time and expense we incur to create our products. Preventing unauthorized use or infringement of our intellectual property is inherently difficult. Moreover, it may be difficult or practically impossible to detect theft or unauthorized use of our intellectual property. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Claims of intellectual property infringement by original equipment manufacturers and others could adversely affect our business and negatively impact our ability to develop new products.

From time to time in the ordinary course of our business, we are subject to claims that we are infringing the intellectual property rights of original equipment manufacturers, competitors, non-practicing entities, or others. Any such infringement claim could have a material adverse effect on our business, financial condition, and results of operations due to an increase in legal expense, a time burden on employees involved in the defense of such claim, or slowed development and/or production of an accused product. This may be true whether they are with or without merit and whether they are covered by insurance or not. An adverse finding against us in these or similar intellectual property disputes may have a material adverse effect on our business, financial condition, and results of operations if we are not able to successfully develop or license non-infringing alternatives. In addition, an unfavorable ruling in intellectual property litigation could subject us to significant liability, increased legal expense, and require us to cease developing or selling the affected products. Any significant restriction that impedes our ability to develop and commercialize our products could have a material adverse effect on our business, financial condition, and results of operations.

Failure to maintain the value of our brands could have an adverse effect on our reputation, cause us to incur significant costs, and negatively impact our business.

Our brands are an important component of our value proposition and serve to distinguish our products from those of our competitors. We believe that our success depends, in part, on maintaining and enhancing the value of our brands and executing our brand strategies, which are designed to drive demand for our products and, where we do not sell direct to end-users of our products, make us a valued business partner to our customers through the support of their marketing initiatives. A decline in the reputation of our brands because of events, such as deficiencies or defects in the design or manufacture of our products, from legal proceedings, product recalls or warranty claims resulting from such deficiencies or defects, or from failures to meet stakeholder expectations regarding environmental, social, and governance matters may harm our reputation, reduce demand for our products, and adversely affect our business. Moreover, our business may be adversely affected if we fail to develop adequate branding strategies following acquisitions of companies with their own established brands. In addition to the foregoing, certain of our customer agreements require us to supply them with private-label branded products. To the extent we use our own products to promote the brands of our customers over our own brands, our business may be adversely affected.

Risks Related to Our Capital Structure and Finances

Increasing our indebtedness could negatively affect our financial health.

We have a credit agreement with Bank of America, N.A., as administrative agent, under which we borrowed $500.0 million in the form of a term loan and through which we have a $600.0 million revolving credit facility. As of December 31, 2024, there was $468.8 million in outstanding borrowings under the term loan and $14.0 million in

outstanding borrowings under the revolving portion of the credit agreement, and as of such date, we had three outstanding letters of credit for $1.2 million in the aggregate.

Our outstanding indebtedness and any additional indebtedness we incur may have negative consequences on our business, including, among others: requiring us to use cash to pay the principal of and interest on our indebtedness, thereby reducing the amount of cash available for other purposes; limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, stock repurchases, and general corporate or other purposes; and limiting our flexibility in planning for, or reacting to, changes in our business, industries, or the market.

Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which is subject to economic conditions, interest rates, industry cycles, and financial, business, and other factors, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations to service our indebtedness, we may be required to, among other things: refinance or restructure all or a portion of our indebtedness; reduce or delay planned capital or operating expenditures; reduce, suspend, or eliminate our stock repurchase program; or sell selected assets. Such measures might not be sufficient to enable us to service our indebtedness. In addition, any such refinancing, restructuring, or sale of assets might not be available on economically favorable terms or at all, and if prevailing interest rates at the time of any such refinancing or restructuring are higher than our current rates, interest expense related to such refinancing or restructuring would increase. The occurrence of any of such events could have a material adverse effect on our business, financial condition, and results of operations.

Our credit agreement contains covenants that restrict our operational flexibility. If we cannot comply with these covenants, we may be in default under our credit agreement.

Our credit agreement contains affirmative and negative covenants, including requirements that we maintain specified financial ratios, which limit and restrict our operations and may hamper our ability to engage in activities that may be in our long-term best interests. Events beyond our control could affect our ability to meet these and other covenants under the credit agreement. Moreover, our credit agreement is guaranteed by our material domestic subsidiaries and is supported by a security interest in substantially all our and their personal property and assets, subject to certain exceptions.

Our failure to comply with our covenants and other obligations under the credit agreement may result in an event of default thereunder. A default, if not cured or waived, may permit acceleration of our indebtedness and provide our lenders with the ability to foreclose on the collateral securing their loans. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay down the indebtedness (together with accrued interest and fees), or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all. This could have a material adverse effect on our business, financial condition, and results of operations.

We are exposed to risks related to accounts receivable sales agreements.

We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions without recourse. These agreements permit us to recover on our accounts receivable sooner than if they were not in place and help reduce the risk of non-payment by customers. The financial institutions with which we have these agreements may experience financial difficulties or may modify or terminate these agreements because of changes in our customers’ credit profiles, market conditions, or otherwise. The modification, termination, or other loss of these arrangements could have a material and adverse effect on our liquidity and our financial condition, results of operations, and cash flows. Certain of our customers, however, do not offer the ability to participate in such sponsored programs. If we do not enter into these agreements, our financial condition, results of operations, and cash flows could be materially and adversely affected by delays or failures in collecting trade accounts receivables.

Interest rate increases may adversely affect our financial condition and results of operations.

Borrowings under our credit agreement are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same. As a result, our net income, and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. A one-percentage-point increase in the interest rates on

outstanding borrowings under our credit agreement would have increased our interest expense by approximately $5.6 million for the year ended December 31, 2024.

Our accounts receivable sales agreements are variable rate instruments impacted by reference interest rates, such as the Term Secured Overnight Financing Rate ("Term SOFR"), which are components of the discount rate applicable to each arrangement. A one-percentage-point increase in the discount rates on these arrangements would have increased our factoring costs by approximately $8.8 million for the year ended December 31, 2024. Rising interest rates increase the costs associated with these arrangements and result in us collecting less on our accounts receivable serviced through them. If interest rates increase such that the cost of these arrangements becomes more than the cost of servicing our receivables with existing debt, we may not be able to rely on such arrangements, which could have a material adverse effect on our business, financial condition, and results of operations.

We extend credit to our customers, some of whom may be unable to pay in the future.

We regularly extend credit to our customers. A significant percentage of our accounts receivable have been, and are expected to continue to be, concentrated among a relatively small number of retailers, dealers, and distributors in the United States. Our four largest customers accounted for 78% of total accounts receivable as of December 31, 2024, and 74% of total accounts receivable as of December 31, 2023. In the ordinary course of business, management monitors, among other things, credit terms and credit limits for these and other customers. In addition, from time to time, some of our customers request increases in their credit limits. Such requests may pose incremental risks to us, either by increasing the credit limit for a customer and accepting additional financial risk of non-payment or maintaining the credit limit and risking the customer redirecting business to another supplier offering better credit terms. If any of our customers were unable to pay, or if any of those customers redirect their business to other suppliers offering better credit terms, it could have a material adverse effect on our business, financial condition, and results of operations.

Our business may be negatively impacted by our dependence on foreign suppliers and by foreign currency fluctuations.

In 2024, approximately 72% of our products were purchased from suppliers in a variety of non-U.S. countries, with the largest portion of our overseas purchases being made in China. As a result of the magnitude of our foreign sourcing, our business may be subject to various risks, including the following:

a.uncertainty caused by the elimination of import quotas and the possible imposition of additional quotas, bans on importing goods or materials from certain countries or regions, or other retaliatory or punitive trade measures;

b.imposition of duties, tariffs, taxes, and other charges on imports;

c.significant devaluation of the U.S. dollar against foreign currencies;

d.restrictions on the transfer of funds to or from foreign countries;

e.political instability, military conflict, or terrorism involving the United States or any of the countries where our products are manufactured or sold, which could cause labor shortages, a delay in transportation, or an increase in costs of transportation, labor, raw materials, or finished product or otherwise disrupt our business operations; and

f.disease, epidemics, and health-related concerns could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny and embargoing of goods produced in infected areas.

In addition to the foregoing, the products we purchase from our foreign suppliers generally are purchased through purchase orders with the purchase price specified in U.S. dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the U.S. dollar and various foreign currencies between the time of execution of the purchase order and payment for the product. To the extent that the U.S. dollar changes in value relative to those foreign currencies in the future, the prices charged by our suppliers under new purchase orders may change in equivalent U.S. dollars. For example, the Chinese yuan to U.S. dollar exchange rate has fluctuated over the past several years. Any future changes in the value of the Chinese yuan relative to the U.S. dollar may result in a change in the cost of products that we purchase from China in the future.

If these risks limit or prevent us from acquiring products from foreign suppliers or significantly increase the cost of our products, our operations could be seriously disrupted until alternative suppliers are found, which could have a material adverse effect on our business, financial condition, and results of operations.

Dorman’s Non-Executive Chairman and his family members own a significant portion of the Company.

As of February 24, 2025, Steven L. Berman, our Non-Executive Chairman, and his family members beneficially owned approximately 15% of the Company’s outstanding common stock. As such, Mr. Berman and his family members could influence matters requiring the approval of shareholders, including the election of the Board of Directors and the approval of significant transactions. Such concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of the Company, could deprive shareholders of an opportunity to receive a premium for their common stock as part of a sale of the Company, and might ultimately affect the market price of our common stock. Moreover, sales of substantial amounts of the shares beneficially owned by Mr. Berman and his family members, including shares held in family trusts and foundations, or the perception that such sales could occur, may lower the prevailing market price of our common stock.

General Risk Factors

Unfavorable economic conditions may adversely affect our business.

Adverse changes in economic conditions, including inflation, recession, increases in fuel prices, decreased transportation capacity, rising interest rates, tariffs, labor shortages and unemployment levels, availability of consumer credit, taxation, or instability in the financial markets or credit markets may either lower demand for our products or increase our operational costs, or both. Such conditions may also materially impact our customers, suppliers, dealers, and other parties with whom we do business. Our revenue will be adversely affected if demand for our products declines. The impact of unfavorable economic conditions may also limit discretionary spending or otherwise impair the ability of our customers to pay for products they have purchased. As a result, reserves for doubtful accounts and write-offs of accounts receivables may increase and failure to collect a significant portion of amounts due on those receivables could have a material adverse effect on our business, financial condition, and results of operations.

Our operations, revenues, and operating results, and the operations of our third-party manufacturers, suppliers, warehouse and distribution providers, and customers, may be subject to quarter-over-quarter fluctuations and disruptions from events beyond our or their control.

Our operations, revenues, and operating results, as well as the operations of our third-party manufacturers, suppliers, warehouse, distribution and logistics providers, and customers, may be subject to quarter-over-quarter fluctuations and disruptions from a variety of causes outside of our or their control, including work stoppages, market volatility, fuel and transportation prices, acts of war, terrorism, cyber incidents, pandemics, power outages, fires, earthquakes, flooding, changes in weather patterns, weather or seasonal fluctuations or other climate-based changes, including hurricanes or tornadoes, or other natural disasters. If a major disruption were to occur at our operations or the operations of our third-party manufacturers, suppliers, warehouse and distribution providers, or customers, it could result in harm to people or the natural environment, delays in shipments of products to customers, or suspension of operations. In addition, such events could result in our inability to fill orders on a timely basis or at all and result in penalties owed to our customers and the loss of net sales. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

We rely extensively on computer systems to manage inventory, process transactions, and timely provide products to our customers. These systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, security breaches, cyber-attacks, or other catastrophic events. If these systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to manage inventories or process customer transactions. Such a disruption to these systems could negatively impact net sales and could have a material adverse effect on our business, financial condition, and results of operations.

Unfavorable results of legal proceedings could materially adversely affect us.

We are subject to various legal proceedings and claims that arise out of the ordinary course of our business, such as those involving contracts, employment matters, competitive practices, and intellectual property infringement. In addition, if our products are defective or installed or used incorrectly by customers, bodily injury, property damage, or other injury, including death, may result and could give rise to product liability claims against us. Legal

proceedings and claims may be time-consuming and expensive to prosecute, defend, or conduct. This may be true whether they are with or without merit and whether they are covered by insurance or not. They also may divert management’s attention and other resources; inhibit our ability to sell our products; result in adverse judgments for damages, injunctive relief, penalties, and fines; and negatively affect our reputation, business, financial condition, and results of operations. There can be no assurance regarding the outcome of current or future legal proceedings, claims, or investigations.

The market price of our common stock may be volatile and could expose us to securities class action litigation and increased shareholder activism.

The stock market and the price of our common stock may be subject to wide fluctuations based on general economic and market conditions. The market price for our common stock also may be affected by our ability to meet analysts’ expectations. Failure to meet such expectations, even slightly, could negatively affect the market price of our common stock. In addition, stock market volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of these companies. Downturns in the stock market may cause the price of our common stock to decline.

Following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against such companies. If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, market price volatility may attract shareholder activism, which could take many forms, including potential proxy contests and public information campaigns. Shareholder activism could cause us to incur substantial costs, adversely affect our relationships with suppliers, customers, and regulators, and adversely impact our stock price.

Losing the services of our executive officers or other highly qualified and experienced employees or failing to attract and retain any of such officers or employees could adversely affect our business.

Our future success depends upon the continued contributions of our executive officers and senior management, many of whom have numerous years of experience and would be extremely difficult to replace. We must also attract and retain experienced and highly skilled engineering, sales and marketing, finance, logistics, information technology, and operations personnel. Although we periodically conduct compensation benchmarking and surveys, competition for qualified personnel is often intense, our compensation programs may not be adequately designed, and we may not be successful in hiring and retaining these people. To the extent we experience increases in demand for labor, because of competition or otherwise, such increases in demand may drive higher wages for impacted roles and our ability to attract talent and maintain a competitive cost structure may be challenged. If we lose the services of our key employees, cannot attract and retain other qualified personnel, or cannot maintain a competitive cost structure because of any of the foregoing, it could have a material adverse effect on our business, financial condition, and results of operations.

Our growth may be impacted by acquisitions. We may not be able to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully.

Our future growth may depend in part on our ability to acquire and successfully integrate new businesses. We may not be able to identify suitable acquisition candidates, complete acquisitions, or integrate acquisitions successfully. We may seek additional acquisition opportunities, both to further diversify our businesses and to penetrate or expand important product offerings, geographies, or markets. There are no assurances, however, that we will be able to successfully identify suitable candidates, negotiate appropriate terms, obtain financing on acceptable terms, complete proposed acquisitions, successfully integrate acquired businesses, or expand into new geographies or markets. Once acquired, operations may not achieve anticipated levels of revenues or profitability. Acquisitions involve risks, including difficulties in the integration of the operations, technologies, services, and products of the acquired companies and the diversion of management's attention from other business concerns. Although our management will endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that we will properly ascertain all such risks. Difficulties encountered with acquisitions could have a material adverse effect on our business, financial condition, and results of operations.

Changes in tax laws or exposure to additional income tax liabilities could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to income taxes, as well as non-income-based taxes, at the federal, state, and local levels. We are subject to tax audits in various jurisdictions. Tax authorities may disagree with certain positions we have taken and assess additional taxes. We regularly assess the likely outcomes of these audits to determine the appropriateness of our tax provisions. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits could have a material adverse effect on our business, financial condition, and results of operations. Additionally, changes in tax laws or tax rulings could materially impact our effective tax rate.

Global climate change and related regulations could negatively affect our business.

The effects of climate change, such as extreme weather conditions, create financial risks to our business. For example, the demand for our products may be affected by unseasonable weather conditions. The effects of climate change could also disrupt our operations by impacting the availability and cost of materials needed for manufacturing and could increase insurance and other operating costs. We could also face indirect financial risks passed through the supply chain and disruptions that could result in increased prices for our products and the resources needed to produce them.

Climate change is continuing to receive ever-increasing attention worldwide. Many scientists, legislators, and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which could lead to additional legislative and regulatory efforts to limit greenhouse gas emissions. New international, federal, or state legislative or regulatory restrictions or standards adopted regarding emissions of carbon dioxide that may be imposed on motor vehicles and related fuels could adversely affect demand for motor vehicles, annual miles driven, or the products we sell and could lead to or require changes in motor vehicle technology or increased costs. For example, California recently enacted a climate-focused disclosure law. We will be required to spend significant time and resources to comply with this type of new law. Compliance with any new or more stringent laws, regulations, or standards, or stricter interpretations of existing laws, regulations, or standards, could require us to incur increased capital expenditures. While we have been committed to continuous improvements to our product portfolio to meet and exceed anticipated laws, regulations, and standards, there can be no assurance that our actions will be successful, that our products will be accepted by the market, that proposed regulation or deregulation will not have a negative competitive impact, or that economic returns will reflect our investments in new product development.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar anti- bribery laws around the world.

The U.S. Foreign Corrupt Practices Act (the "FCPA") and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity, with more frequent and aggressive investigations and enforcement proceedings by both U.S. and non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with these anti-bribery laws. We operate in parts of the world that are recognized as having governmental and commercial corruption and local customs and practices that can be inconsistent with anti-bribery laws. We cannot assure you that our internal control policies and procedures will always protect us from reckless or criminal acts committed by our employees or third-party intermediaries. If we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, or if we are subject to allegations of any such violations, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, business, financial condition, and results of operations. In addition, we could be subject to commercial impacts such as lost revenue from customers who decline to do business with us because of such compliance matters, or we could be subject to lawsuits brought by private litigants, each of which could have a material adverse effect on our reputation, business, financial condition, and results of operations.

Our products are subject to import and export controls and economic sanctions laws and regulations in various jurisdictions, and violations could adversely affect us.

Import and export controls and economic sanctions laws and regulations include restrictions and prohibitions on the sale or supply of certain products and on our transfer of parts, components, and related technical information and know-how to certain countries, regions, governments, persons, and entities. Various countries regulate the importation of certain products through import permitting and licensing requirements and have enacted laws that could limit our ability to distribute our products. The exportation, re-exportation, transfers within foreign countries, and importation of our products, including by our suppliers and vendors, must comply with these laws and regulations, and any violations may result in reputational harm, government investigations and penalties, and denial or curtailment of importing or exporting activities. Complying with export control and sanctions laws for a particular sale may be time-consuming, may increase our costs, and may result in the delay or loss of sales opportunities. If we are found to be in violation of U.S. sanctions or export control laws, or similar laws in other jurisdictions, we and the individuals working for us could incur substantial fines and penalties. Changes in export, sanctions, or import laws or regulations may delay the introduction and sale of our products in the U.S. and international markets, require us to spend resources to seek necessary government authorizations or to develop different versions of our products, or, in some cases, prevent the export or import of our products to certain countries, regions, governments, persons, or entities, which could adversely affect our business, financial condition, and operating results.

ITEM 1B. Unresolved Staff Comments.

None

ITEM 1C. Cybersecurity

Risk Assessment

We depend on a variety of information systems and technologies (including cloud technologies) (collectively, “IT Systems”) to manage our business. We rely on these IT Systems to provide information for substantially all of our business operations, including supply chain, order processing, e-commerce, human resources, legal, compliance, marketing, finance, and accounting. Our core IT Systems consist mostly of purchased and licensed software programs that integrate together and with our internally developed solutions. As part of our risk management program, we monitor and assess the risks posed by cybersecurity threats to those internal and external systems and solutions and maintain an information security program designed to mitigate such risks.

Our information security program includes development, implementation, and improvement of policies and procedures to safeguard information to help ensure availability of critical data and systems. To the extent we utilize third-party vendors to provide information technology services for various areas, including human resources functions (e.g., payroll), we generally require these vendors to monitor and protect their information technology systems against cyber-attacks and other breaches. The Company's technology environment is managed by an experienced team of professionals who follow an extensive set of policies and procedures related to data security. Our program further includes review and assessment by external, independent third parties, who assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. With the assistance of one such reputable third party, the Company conducts biannual maturity assessments of its IT Systems against the National Institute of Standards of Technology (NIST) Cybersecurity Framework. We also carry insurance that provides protection against the risks from cybersecurity threats. To our knowledge, during 2024, there were no material cybersecurity incidents or threats that materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition.

Governance

Pursuant to its charter, the Audit Committee of the Board of Directors (the “Board”) has oversight of the Company's information security program, including, but not limited to, risks regarding cybersecurity threats. In particular, the Audit Committee reviews with management the Company’s key IT Systems and evaluates the adequacy of the Company’s information security program, compliance, and controls.

The Company's Senior Vice President and Chief Information Officer (“CIO”), who reports to the Company’s Chief Executive Officer, is responsible for the operation of the Company’s information security program. Our CIO is an IT veteran with over 25 years of experience in building and maturing cyber programs for large public companies. The CIO is supported by an internal team of certified security analysts who work in conjunction with leading security operations managed service providers to manage detection and response.

On at least an annual basis, a cyber risk report that highlights program governance, risks, and opportunities is provided to the Audit Committee and the full Board.

The Company maintains a Security Committee, which is led by the CIO and is comprised of individuals from the Company’s IT department – including dedicated security team members with various security certifications. The Security Committee regularly reviews information security program governance and key performance indicators. These reviews typically include the number of events, number of investigations, mean response time, and cyber trends. The Security Committee oversees the Company’s security roadmap and ensures the monitoring of information security policies and procedures covering areas such as back-up and retention, acceptable use, disaster recovery, incident management, and passwords.

The success of the Company’s information security program relies not only on ownership by the CIO’s organization but also on an active and collaborative relationship within the business. The Company requires all employees to complete cyber training annually. For 2024, the Company maintained a security learning management system with phishing simulations distributed regularly to enhance cyber resiliency. Additionally, the Company leverages communications, contests, policies, videos, and visuals to continuously raise awareness among employees.

ITEM 2. Properties.

Facilities

As of December 31, 2024, we had 38 warehouse and office facilities located throughout the United States, Canada, China, Taiwan, and India. Five of these facilities are owned and the remainder are leased. Our principal facilities are as follows:

Location

Description

Size

Ownership

Portland, TN

Warehouse and office

997,310

sq. ft.

Leased

Whiteland, IN

Warehouse and office

827,180

sq. ft.

Leased

Warsaw, KY

Warehouse and office

710,500

sq. ft.

Owned

Shepherdsville, KY

Warehouse

436,716

sq. ft.

Leased

Colmar, PA

Corporate headquarters
Warehouse and office

342,000

sq. ft.

Leased

Madison, IN

Warehouse and office

333,000

sq. ft.

Leased

(1)

Shiremanstown, PA

Warehouse and office

318,872

sq. ft.

Leased

Durant, OK

Warehouse and office

208,000

sq. ft.

Owned

Lewisberry, PA

Warehouse and office

170,500

sq. ft.

Leased

(2)

Madison, IN

Warehouse

145,000

sq. ft.

Leased

(1)

Las Vegas, NV

Warehouse and office

122,071

sq. ft.

Leased

Jiangsu Province, China

Warehouse and office

105,911

sq. ft.

Leased

Harrisburg, PA

Warehouse and office

101,750

sq. ft.

Leased

Harrisburg, PA

Manufacturing Facility

101,132

sq. ft.

Owned

Lewisville, TX

Warehouse and office

101,029

sq. ft.

Leased

Virginia Beach, VA

Warehouse and office

101,000

sq. ft.

Leased

Warsaw, KY

Warehouse

80,000

sq. ft.

Leased

Shreveport, LA

Warehouse and office

65,000

sq. ft.

Leased

(1)

Reno, NV

Warehouse and office

54,354

sq. ft.

Leased

Kankakee, IL

Manufacturing Facility

53,574

sq. ft.

Owned

(1)We lease two facilities in Madison and one facility in Shreveport (consisting of an aggregate of approximately 543,000 square feet) from limited liability companies in which Ms. Lindsay Hunt, our President, Specialty Vehicles, and members of her family are owners. Under the three lease agreements, we paid an aggregate rent of $2.8 million in 2024. The rent payable under each lease will increase by 2% on October 4th of each year. Each of the three leases commenced in October 2022 in connection with the SuperATV acquisition and will expire on October 4, 2027.

(2)We lease one of our two Lewisberry facilities (consisting of approximately 142,500 square feet) from a limited liability company of which our Non-Executive Chairman, Steven L. Berman, and certain of his family members are owners. Under this lease agreement, we paid rent of $0.7 million in 2024. The rent payable will be increased by 3% on July 1st of each year. This lease commenced in September 2020 and will expire on December 31, 2027.

ITEM 3. Legal Proceedings.

The information set forth under the heading “Other Contingencies” appearing in Note 11, “Commitments and Contingencies,” to the Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this report is incorporated herein by reference.

ITEM 4. Mine Safety Disclosures.

Not Applicable

ITEM 4.1. Information about Our Executive Officers.

The following table sets forth certain information with respect to our executive officers as of February 27, 2025:

Name

Age

Position with the Company

Kevin M. Olsen

President and Chief Executive Officer

Brian J. Borradaile

Senior Vice President, Strategy and Corporate Development

Joseph P. Braun

Senior Vice President, General Counsel and Secretary

Jeffrey L. Darby

Senior Vice President, Sales and Marketing

David M. Hession

Senior Vice President, Chief Financial Officer and Treasurer

Lindsay Hunt

President and Chief Executive Officer, Specialty Vehicles

Scott D. Leff

Senior Vice President, Chief Human Resources Officer

Donna M. Long

Senior Vice President, Chief Information Officer

Eric B. Luftig

Senior Vice President, Product

John R. McKnight

President, Heavy Duty

Tayfun Uner

President, Light Duty

Kevin M. Olsen joined the Company in July 2016 as Senior Vice President and Chief Financial Officer. He became Executive Vice President, Chief Financial Officer in June 2017, President and Chief Operating Officer in August 2018 and President and Chief Executive Officer in January 2019. Prior to joining the Company, Mr. Olsen was Chief Financial Officer of Colfax Fluid Handling, a division of Colfax Corporation, a diversified global manufacturing and engineering company that provides gas and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world, from January 2013 through June 2016. Prior to joining Colfax, he served in progressively responsible management roles at the Forged Products Aero Turbine Division of Precision Castparts Corp, Crane Energy Flow Solutions, a division of Crane Co., Netshape Technologies, Inc., and Danaher Corporation. Prior thereto, Mr. Olsen performed public accounting work at PricewaterhouseCoopers LLP. Mr. Olsen is also a director of Twin Disc, Inc., a publicly traded international manufacturer and worldwide distributor of heavy-duty off-highway and marine power transmission equipment and related products.

Brian J. Borradaile was appointed to serve as the Company’s Senior Vice President, Strategy and Corporate Development in February 2023. Mr. Borradaile previously served as Vice President, Corporate Development when he joined the Company in December 2017. Prior to that time, Mr. Borradaile worked in the automotive, technology, and industrial manufacturing industries, including positions at Aptiv Plc (formerly Delphi Automotive Plc), a leading global technology and mobility architecture company primarily serving the automotive sector, TE Connectivity Ltd., a publicly traded global industrial technology leader, and various private equity companies.

Joseph P. Braun joined the Company in April 2019 as Senior Vice President and General Counsel, and he was appointed Corporate Secretary in May 2019. Prior to joining the Company, Mr. Braun served as Chief Legal Officer and Corporate Secretary of Avantor, Inc., a leading global provider of products and services to customers in the life sciences and advanced technologies and applied materials industries. Prior to joining Avantor, he worked at Tyco International plc (now known as Johnson Controls International plc), a leading global provider of security, fire detection and suppression, and life safety products and services, where he served in positions of increasing responsibility, including, most recently, as Vice President, Mergers & Acquisitions. Mr. Braun began his legal career in private practice at various law firms, where he advised public and private companies on mergers and acquisitions and securities and corporate governance matters.

Jeffrey L. Darby joined the Company in November 1998 as a National Account Manager. He became Senior Vice President, Sales and Marketing in February 2011. He previously held the positions of Group Vice President from 2008 to 2010 and Vice President of Sales – Traditional and Key Accounts from 2006 to 2008. Prior to joining the Company, Mr. Darby worked for Federal-Mogul Corporation/Moog Automotive, an automotive parts supplier, beginning in 1990 and held positions in sales and marketing management.

David M. Hession joined the Company in February 2019 and was appointed to serve as the Company’s Senior Vice President and Chief Financial Officer effective March 2019. Mr. Hession was also appointed Treasurer in May 2019. Mr. Hession was Vice President, Chief Financial Officer of Johnsonville, LLC, a privately held manufacturer of sausage and other protein products, from May 2013 to January 2019. Prior to that time, Mr. Hession worked at McCormick & Company, Inc., a global leader in the manufacture, marketing and distribution of spices, seasonings and flavors to the entire food industry, where he served in various positions of increasing responsibility including, most recently, as Vice President Finance & Administration. Mr. Hession also previously held positions with Tradeout, Inc., a business-to-business Internet exchange for surplus inventory and fixed assets, and Xylum Corporation, a development stage medical device manufacturer, and he performed management consulting work for Ernst & Young, LLP and Peterson Consulting LP.

Lindsay B. Hunt joined the Company in October 2022 as President and Chief Executive Officer, Specialty Vehicles, in connection with the Company’s acquisition of Super ATV, LLC, a leading supplier to the powersports aftermarket (“SuperATV”). Ms. Hunt most recently served as President and Chief Executive Officer of SuperATV, a role that she held beginning in April 2021. Prior to that time, Ms. Hunt served SuperATV in roles of increasing responsibility, including leadership positions in sales and marketing, new product development and operations. Ms. Hunt joined SuperATV in 2009.

Scott D. Leff joined the Company in April 2019 as Senior Vice President, Chief Human Resources Officer. Prior to joining Dorman, Mr. Leff held a variety of global divisional human resources roles at HP Inc. and its subsequent spin‐off, Hewlett‐Packard Enterprise Company, both multinational information technology companies. He served as Chief Human Resources Officer of Hewlett‐Packard Financial Services from March 2010 to March 2018 and Vice President of HPE Pointnext from March 2018 to April 2019. Prior to that, Mr. Leff held chief human resources officer roles and divisional human resource and employee relations roles within various publicly and privately held companies. Mr. Leff began his career as a lawyer in a New Jersey County Prosecutor’s office and a New Jersey-based law firm.

Donna M. Long joined the Company in April 2015 as Senior Vice President, Chief Information Officer. Prior to joining the Company, she served as Chief Information Officer of Veritiv Corporation, a business-to-business provider of packaging, publishing, and hygiene products (“Veritiv”), from July 2014 to April 2015. Veritiv was formed as a result of the merger of Unisource Worldwide, Inc., a distributor of printing paper, packaging and supplies (“Unisource”) with xpedx, a division of International Paper Co. Prior to July 2014, Ms. Long held roles of increasing responsibility within Unisource, including as its Chief Information Officer, and she previously was a Manager at Accenture plc, a professional services company.

Eric B. Luftig joined the Company in December 2021 as Senior Vice President, Product. Previously, he was the founder and Managing Partner of EBL Consulting LLC, a provider of executive management and leadership consulting services, from June 2020 to December 2021. From October 2009 to June 2020, Mr. Luftig served as Vice President and Marketing Officer for Victaulic Company, a leading producer of mechanical pipe joining solutions. Prior to that, Mr. Luftig served in various engineering, sales and marketing roles for publicly and privately held companies, including General Electric, a leader in the power, renewable energy, aviation and healthcare industries, and Nordson Corporation, a designer and manufacturer of dispensing equipment for consumer and industrial adhesives, sealants and coatings.

John R. McKnight joined the Company in November 2019 as Senior Vice President, Operations and on March 10, 2023, Mr. McKnight was appointed President, Heavy Duty. Prior to joining the Company, he served as Chief Operating Officer of Morgan Corporation, a leading producer of truck and van bodies in North America, from January 2019 to September 2019, and as Chief Operating Officer of Consolidated Glass Holdings, Inc., a holding company for architectural, security, and custom glass and metal fabrication businesses, from September 2017 to July 2018. Prior to September 2017, Mr. McKnight held various roles with the Colfax Corporation, a diversified global manufacturing and engineering company (“Colfax”), including most recently as Executive Director of its Howden Industrial Fans division. Before Colfax, he held various leadership roles with Danaher, a designer, manufacturer, and marketer of professional, medical, industrial, and commercial products and services.

Tayfun Uner joined the Company in January 2025 as President, Light Duty. Prior to joining the Company, he served as Senior Vice President of three business units of Newell Brands Inc., a global consumer goods company, from 2018 to 2024. Prior to that, he served as the General Manager for Carlsberg Group, a worldwide brewery group, from 2012 to 2017, and prior to that as its Vice President, Group Strategy from 2008 to 2012. Prior to that time, Mr. Uner also held strategic positions with increasing responsibility at McKinsey & Company, a global management consulting firm, and The Procter & Gamble Company, a worldwide consumer goods company.

PART II

ITEM 5. Market for Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities.

Our shares of common stock are traded publicly on the NASDAQ Global Select Market under the ticker symbol “DORM.” At February 24, 2025, there were 288 holders of record of our common stock.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. Any payment of dividends in the future will be at the discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, provisions of our existing credit agreement, and other factors that our board of directors deems relevant.

For information regarding our equity compensation plans, see PART III ITEM 12, “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.”

Stock Performance Graph. Below is a line graph comparing the cumulative total shareholder return for our common stock with the cumulative total shareholder return for the NASDAQ US Benchmark Auto Parts index and the NASDAQ Composite Market Index for the period from December 28, 2019 to December 31, 2024.

The NASDAQ US Benchmark Auto Parts index is comprised of 21 public companies and the information was furnished by Zacks Investment Research, Inc. The NASDAQ Composite Market Index is comprised of more than 3,200 public companies and the information was furnished by Zacks Investment Research, Inc. The graph assumes $100 was invested on December 28, 2019 in our common stock and each of the indices, and that dividends were reinvested when and as paid. In calculating the cumulative total shareholder returns, the companies included are weighted according to the stock market capitalization of such companies. The stock price performance shown in the graph is not necessarily indicative of future price performance.

The performance graph and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference in any filing made by us with the U.S. Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such a filing.

Stock Repurchases

During the three months ended December 31, 2024, we purchased shares of our common stock as follows:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (3)
September 29, 2024 through October 26, 2024	—	$	—	—	$	134,565,161
October 27, 2024 through November 23, 2024 (1)	4,808	$	124.13	—	$	134,565,161
November 24, 2024 through December 31, 2024 (2)	2,235	$	129.89	—	$	134,565,161
Total	7,043			—	$	134,565,161

(1)Includes 4,808 shares purchased from the Dorman Products, Inc. 401(k) Plan and Trust (as described in Note 12, "Capital Stock", to the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, the “401(k) Plan”).

(2)Includes 2,235 shares purchased from the 401(k) Plan.

(3)On December 12, 2013 we announced that our Board of Directors authorized a share repurchase program, authorizing the repurchase of up to $10 million of our outstanding common stock by the end of 2014. Through several actions taken since that time, our Board of Directors expanded the program to $600 million and extended the program through December 31, 2024 (the “Existing Program”). At December 31, 2024, $134.6 million was available for repurchase under the Existing Program. The Existing Program expired on December 31, 2024, along with all amounts that remained available for use under the Existing Program as of that date.

In October 2024, the Company’s Board of Directors authorized the purchase of up to $500 million of our common stock under a new share repurchase program effective as of January 1, 2025 through December 31, 2027 (the “New Program”).

ITEM 6. [Reserved]

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Consolidated Financial Statements and related notes thereto included in PART II, ITEM 8 of this Annual Report on Form 10-K. The matters discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve significant risks and uncertainties. See the “Statement Regarding Forward-Looking Statements” above and PART I, ITEM 1A, “Risk Factors” in this Annual Report on Form 10-K for additional information regarding forward-looking statements and the factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. In ITEM 7, we discuss 2024 and 2023 results and comparisons of 2024 results to 2023 results. Discussions of 2022 results and comparisons of 2022 results to 2023 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in PART II, ITEM 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Overview

As of December 31, 2024, we marketed approximately 138,000 distinct parts compared to approximately 133,000 as of December 31, 2023, many of which we designed and engineered. This number excludes private label stock keeping units and other variations in how we market, package, and distribute our products, includes distinct parts of acquired companies, and reflects distinct parts that have been discontinued at the end of their lifecycle. Our products are sold under our various brand names, under our customers’ private label brands, or in bulk. We are one of the leading aftermarket suppliers of parts that were traditionally available to consumers only from OE manufacturers or salvage yards. These parts include, among other parts, leaf springs, intake manifolds, exhaust manifolds, oil filters and coolers, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers, driveshafts, UTV windshields, and complex electronics modules.

We generate most of our net sales from customers in North America, primarily in the United States. Our products are sold primarily through aftermarket retailers, including through their online platforms; dealers; national, regional, and local warehouse distributors and specialty markets; and salvage yards. We also distribute aftermarket parts outside the United States, with sales primarily into Canada and Mexico, and to a lesser extent, Europe, the Middle East, and Australia.

We may experience significant fluctuations from quarter to quarter in our results of operations due to the timing of orders placed by our customers as well as our ability and the ability of our suppliers to deliver products ordered by our customers. The introduction of new products and product lines to customers, as well as business acquisitions, may also cause significant fluctuations from quarter to quarter.

Our 2024 fiscal year was a 52-week period that ended on December 31, 2024, our 2023 fiscal year was a 52-week period that ended on December 31, 2023 and our fiscal 2022 was a 53-week period that ended on December 31, 2022.

Business Performance Summary

Net sales increased 4% to $2,009.2 million in 2024 from $1,929.8 million in 2023. Net income increased 47% to $190.0 million in 2024 from $129.3 million in 2023. Additionally, in 2024 we generated $231.0 million of cash flows from operations, repaid a total of $94.4 million of outstanding debt obligations, and repurchased 865,283 common shares under a share repurchase program for $78.9 million.

New Product Development

New product development is an important success factor for us and has been a source of growth for us. We have made incremental investments to increase our new product development efforts to grow our business and strengthen our relationships with our customers. The investments primarily have been in the form of increased product development resources, increased customer and end-user awareness programs, and customer service improvements. These investments historically have enabled us to provide an expanding array of new product offerings and grow revenues at levels that generally have exceeded market growth rates.

In 2024, we introduced 5,335 new distinct parts to our customers and end-users, including 1,659 “New-to-the-Aftermarket” parts. Please see ITEM 1, “Business – Product Development” for a year-over-year comparison of new product introductions.

One area of focus for the light-duty sector has been our complex electronics program, which capitalizes on the growing number of electronic components being utilized on today’s OE platforms. New vehicles contain an average of approximately 100 electronic modules, with some high-end luxury vehicles exceeding that. Our complex electronics products are designed and developed in-house and tested to help ensure consistent performance, and our product portfolio is focused on further developing our leadership position in this category.

Another area of focus has been on products we market for the heavy-duty sector. We believe that this sector provides many of the same growth opportunities that the light-duty sector has provided us. We specialize in offering parts to this sector that were traditionally only available from OE manufacturers or salvage yards, similar to how we approach the light-duty sector.

Within the specialty vehicle sector, we focus on providing performance parts and accessories and nondiscretionary repair parts for UTVs and ATVs. We are dedicated to developing better and more innovative materials that will be compatible across a wide variety of makes and models to enhance both the performance and appearance of customers’ vehicles.

Acquisitions

A key component of our strategy is growth through acquisitions. On October 4, 2022, we acquired Super ATV, a leading independent supplier to the powersports aftermarket with a family of highly respected brands spanning functional accessories and upgrades, as well as replacement parts for specialty vehicles. See Note 2, "Business Acquisitions and Investments", to the Consolidated Financial Statements, included under ITEM 8 for additional information. We may acquire businesses in the future to supplement our financial growth, increase our customer base, add to our distribution capabilities, or enhance our product development resources, among other reasons.

Industry Factors

The Company’s financial results are also impacted by various industry factors, including, but not limited to the number, age, and condition of vehicles in operation at any one time, and the miles driven by those vehicles.

Vehicles in Operation

The Company’s products are primarily purchased and installed on a subsegment of the passenger and light-duty vehicles in operation in the United States (“VIO”), specifically weighted towards vehicles aged 7 to 14 years old. Each year, the United States seasonally adjusted annual rate (“US SAAR”) of new vehicles purchased adds a new year to the VIO. According to data from the Auto Care Association (“Auto Care”), the US SAAR experienced a decline from 2008 to 2011 as consumers purchased fewer new vehicles as a result of the Great Recession of 2008. We believe that the declining US SAAR during that period resulted in a follow-on decline in our primary VIO subsegment (7-to-14-year-old vehicles) commencing in 2016. However, following 2011 and the impact of the Great Recession of 2008, U.S. consumers began to increase their purchases of new vehicles which over time caused the US SAAR to recover and return to more historical levels. The 7-to-14-year-old vehicle car parc has continued to grow over the past several years, which we expect will expand demand for aftermarket replacement parts as more vehicles remain in operation.

In addition, we believe that vehicle owners generally are operating their current vehicles longer than they did several years ago, performing necessary repairs and maintenance to keep those vehicles well maintained. We believe this trend has supported an increase in VIO, which increased to 298.5 million, a 1% increase in 2024 over 2023. According to data published by Polk, a division of IHS Automotive, the average age of VIO increased to 12.8 years as of October 2024 from 12.6 years as of October 2023.

Miles Driven

The number of miles driven is another important statistic that impacts our business. Generally, as vehicles are driven more miles, the more likely it is that parts will fail and there will be increased demand for replacement parts, including our parts. According to the U.S. Department of Transportation, the number of miles driven through October 2024 increased 1.0% year over year in the light-duty sector. However, global gasoline prices remained high during 2024 and, if they continue, they may negatively impact miles driven as consumers reduce travel or seek alternative methods of transportation.

Brand Protection

We operate in a highly competitive market. As a result, we are continuously evaluating our approach to brand, pricing, and terms to our different customers and channels. For example, we maintain brand protection policies, which are designed to ensure that certain of our branded products are not advertised below certain approved pricing levels. In addition, we may pursue legal remedies when we see third parties violating our intellectual property rights, including those that violate our patents, wrongfully represent our products as their own, or use our product images for their own marketing efforts.

Discounts, Allowances, and Incentives

We offer a variety of customer discounts, rebates, defective and slow-moving product returns, and other incentives. We may offer cash discounts for paying invoices in accordance with the specified discount terms of the invoice. In addition, we may offer pricing discounts based on volume purchased from us or other pricing discounts related to programs under a customer’s agreement. These incentives can be in the form of “off-invoice” discounts that are immediately deducted from sales at the time of sale. For those customers that choose to receive their incentives on a quarterly or annual basis instead of “off-invoice,” we provide rebates and accrue for such incentives as the related sales are made and reduce sales accordingly. Additionally, rebates and discounts are provided to customers to support promotional activities such as advertising and sales force allowances.

Our customers, particularly our larger retail customers, regularly seek more favorable pricing and product return provisions, and extended payment terms when negotiating with us. We attempt to avoid or minimize these concessions as much as possible, but we have granted pricing concessions, indemnification rights, and extended customer payment terms, and allowed a higher level of product returns in certain cases. These concessions impact net sales as well as our profit levels and may require additional capital to finance the business. We expect our customers to continue to exert pressure on our margins.

Customer Acquisition Costs

We may incur customer acquisition costs where we incur change-over costs to induce a customer to switch from a competitor’s brand, including expanding new product lines into our existing customers. Change-over costs include the costs related to removing the customer’s inventory of competitor products and replacing it with our products, which is commonly referred to as a stock lift. Customer acquisition costs are recorded as a reduction to revenue when incurred.

Product Warranty and Overstock Returns

We warrant our products against certain defects in material and workmanship when used as designed on the vehicle on which it was originally installed. We offer a limited lifetime warranty on most of our products in the light-duty parts categories, with more limited warranties for our heavy-duty and specialty vehicle products. In addition to warranty returns, we may permit our customers to return new, undamaged products to us within customer-specific limits if they have overstocked their inventories. At the time products are sold, we accrue a liability for product warranties and overstock returns as a percentage of sales based upon estimates established

using historical information on the nature, frequency, and average cost of the claim and the probability of the customer return. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. Revisions to these estimates are made when necessary, based upon changes in these factors. We regularly study trends of such claims.

Foreign Currency

Many of our products and related raw materials and components are purchased from suppliers in a variety of non-U.S. countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. dollars. Accordingly, we generally do not have exposure to fluctuations in the relationship between the U.S. dollar and various foreign currencies between the time of execution of the purchase order and payment for the product.

To the extent that the U.S. dollar changes in value relative to those foreign currencies in the future, the prices charged by our suppliers for goods under new purchase orders may change in equivalent U.S. dollars. The largest portion of our overseas purchases comes from China. The Chinese yuan to U.S. dollar exchange rate has fluctuated over the past several years. Any future changes in the value of the Chinese yuan relative to the U.S. dollar may result in a change in the cost of goods that we purchase from China. However, the cost of the goods we procure is also affected by other factors, including raw material availability, labor costs, tariffs, and transportation costs.

We have operations located outside the United States with various functional currencies. Because our consolidated financial statements are denominated in U.S. dollars, the assets, liabilities, net sales, and expenses that are denominated in currencies other than the U.S. dollar must be converted into U.S. dollars using exchange rates for the current period. As a result, fluctuations in foreign currency exchange rates may impact our financial results.

Impact of Labor Market and Inflationary Costs

We experienced broad-based inflationary impacts during the year ended December 31, 2023, due primarily to global transportation and logistics constraints, which resulted in significantly higher transportation costs; tariffs; material costs; and wage inflation from an increasingly competitive labor market. Higher labor costs and material inflation resulting from geopolitical events, rising interest rates, disruptions to supply chain and logistics networks, and the trade policies of the U.S. or the countries where we source or sell our products may negatively impact our results in the future. We attempt to offset inflationary pressures with cost-saving initiatives, price increases to customers, and the use of alternative suppliers. There can be no assurance that we will be successful in implementing such cost-saving initiatives, pricing increases, or supplier diversification in the future to offset increased inflationary costs.

Impact of Interest Rates

Our business is subject to interest rate risk under the terms of our customer accounts receivable sales programs, as a change in the Term Secured Overnight Financing Rate (“Term SOFR”) or alternative discount rate affects the cost incurred to factor eligible accounts receivable. Additionally, our outstanding borrowings under our credit facility bear interest at variable rates tied to Term SOFR or the applicable base rate. Under the terms of the credit facility, a change in interest rates affects the rate at which we can borrow funds thereunder and also impacts the interest cost on existing borrowings. Interest rates may hold steady at their current rates for prolonged periods or may increase in the future, resulting in increased costs associated with our accounts receivable sales programs and outstanding borrowings. During the year ended December 31, 2023, we saw significant increases in Term SOFR and other reference rates. Interest rates remained elevated throughout much of 2024, but began to decline starting in the second half of 2024.

Impact of Tariffs

We source the majority of our raw materials and parts from suppliers in a variety of non-U.S. countries. Prior to 2025, the U.S. government imposed tariffs on certain foreign goods, including steel and aluminum and certain vehicle parts, which resulted in increased costs for importing those goods into the United States. Those tariffs primarily impacted raw materials and parts that we source from China. We have taken several actions to

mitigate the impact of those tariffs, including, but not limited to, passing along price increases to our customers and negotiating cost concessions from our suppliers. We are actively monitoring recent trade policy and tariff announcements, including the executive orders issued by the President of the United States in February 2025. Among other things, those executive orders directed the United States to impose new tariffs on imports from Canada, Mexico, and China, subsequently paused the imposition of tariffs on Canada and Mexico for a month, announced tariffs on steel and aluminum imported into the United States, and directed federal agencies to investigate how to adjust U.S. tariffs to match those of other countries. We are currently evaluating the potential impact of the announced tariffs on our business and financial condition and actions we may take to mitigate the impact. In addition, we are currently monitoring the potential impact, if any, of actions taken by these countries in response to the announced tariffs. There can be no assurance that the recently announced tariffs or future imposition of any tariffs, changes thereto, or potential actions taken by countries in response to the tariffs will not have a material adverse effect on our business, results of operations, financial condition, or liquidity in any period or that any actions we take to mitigate the impact of the tariffs will be effective.

Results of Operations

The following table sets forth, for the periods indicated, the dollar value and percentage of net sales represented by certain items in our Consolidated Statements of Operations:


	For the Year Ended December 31,
(in thousands, except percentage data)	2024				2023
Net sales	$	2,009,197	100.0	%	$	1,929,788	100.0	%
Cost of goods sold	1,202,838		59.9	%	1,244,365		64.5	%
Gross profit	806,359		40.1	%	685,423		35.5	%
Selling, general and administrative expenses	513,450		25.6	%	470,663		24.4	%
Income from operations	292,909		14.6	%	214,760		11.1	%
Interest expense, net	39,727		2.0	%	48,061		2.5	%
Other income, net	3,070		0.2	%	1,804		0.1	%
Income before income taxes	256,252		12.8	%	168,503		8.7	%
Provision for income taxes	66,248		3.3	%	39,244		2.0	%
Net income	$	190,004	9.5	%	$	129,259	6.7	%

*Percentage of sales information may not add due to rounding

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Net sales increased $79.4 million, or 4.1%, for the year ended December 31, 2024 compared to the prior year, driven primarily by volume, including from new product introductions.

Gross profit as a percentage of net sales increased 460 basis points compared to the prior year primarily due to sales of lower-cost inventory and cost savings initiatives.

Selling, general and administrative expenses (“SG&A”) increased $42.8 million, or 120 basis points as a percentage of net sales for the year ended December 31, 2024, compared to the prior year, primarily due to $20.5 million of favorable fair value adjustments in the prior year period to the estimated contingent consideration obligation for an acquisition and higher compensation and benefits costs in the current year period.

Our effective tax rate increased to 25.9% in the year ended December 31, 2024 from 23.3% in the year ended December 31, 2023, primarily due to recording a reserve in 2024 in connection with a state tax dispute.

Segment Operating Results

Segment operating results were as follows:


	For the Year Ended December 31,
(in thousands)	2024		2023
Net Sales:
Light Duty	$	1,565,601	$	1,462,474
Heavy Duty	231,515		256,913
Specialty Vehicle	212,081		210,401
Total	$	2,009,197	$	1,929,788

Segment income from operations:
Light Duty	$	284,165	$	187,159
Heavy Duty	6,479		14,505
Specialty Vehicle	32,335		31,618
Total	$	322,979	$	233,282

Light Duty

Light Duty net sales increased $103.1 million, or 7.1%, for the year ended December 31, 2024 compared to the prior year, primarily due to volume increases, including sales of new products launched.

Light Duty segment income from operations as a percentage of net sales increased to 18.2% for the year ended December 31, 2024, from 12.8% for the year ended December 31, 2023. This increase was primarily driven by the sell-through of lower-cost inventory and operational excellence initiatives delivering cost-savings, partially offset by higher compensation and benefits costs.

Heavy Duty

Heavy Duty net sales decreased $25.4 million, or 9.9%, for the year ended December 31, 2024 compared to the prior year. The decrease in net sales primarily reflects reduced customer demand from lower freight industry shipping volumes in the year ended December 31, 2024, as well as sales performance in the year ended December 31, 2023 driven by customers’ inventory restocking at the end of the global pandemic.

Heavy Duty segment income from operations as a percentage of net sales decreased by 280 basis points for the year ended December 31, 2024, compared to the prior year. This decrease was primarily driven by the deleveraging of fixed costs on lower net sales and the impact of investments we made as part of initiatives to grow sales and improve margins on a long-term basis.

Specialty Vehicle

Specialty Vehicle net sales increased $1.7 million, or 0.8%, for the year ended December 31, 2024 compared to the prior year, primarily due to volume increases, including sales of new products launched.

Specialty Vehicle segment income from operations as a percentage of net sales increased to 15.2% for the year ended December 31, 2024, from 15.0% for the year ended December 31, 2023. This increase was primarily driven by the sell-through of lower-cost inventory and cost savings initiatives compared to the year ended December 31, 2023.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have been our invested cash and the cash flow we generate from our operations, including accounts receivable sales programs facilitated by certain customers. The following table presents key liquidity and capital resource metrics as of December 31, 2024 and 2023.


(in thousands)	December 31, 2024		December 31, 2023
Cash and cash equivalents	$	57,137	$	36,814
Working capital	$	805,958	$	686,558
Shareholders' equity	$	1,293,470	$	1,168,203

Based on our current operating plan, we believe that our sources of available capital are adequate to meet our ongoing cash needs for at least the next twelve months. However, our liquidity could be negatively affected by extending payment terms to customers, a decrease in demand for our products, higher interest rates, the outcome of contingencies, or other factors. See Note 11, “Commitments and Contingencies”, to the Consolidated Financial Statements, included under ITEM 8, for additional information regarding commitments and contingencies that may affect our liquidity.

At December 31, 2024, our long-term cash requirements under our various contractual obligations include non-cancellable operating leases and outstanding borrowings under our credit agreement as follows:

•Operating leases – total obligations under non-cancellable operating leases were $146.0 million, with $25.1 million due over the next twelve months. Refer to Note 5, “Leases”, to the Consolidated Financial Statements, included under ITEM 8, for additional information regarding our leases.

•Credit agreement – total obligations under our credit agreement were $482.8 million, with $28.1 million due over the next twelve months. Refer to Note 7, “Long-Term Debt”, to the Consolidated Financial Statements, included under ITEM 8, for additional information regarding our credit agreement.

Tariffs

Tariffs increase our use of cash since we pay for the tariffs upon the arrival of our goods in the United States but collect the cash on any passthrough price increases from our customers on a delayed basis according to the payment terms negotiated with our customers.

Payment Terms and Accounts Receivable Sales Programs

Over the past several years, we have continued to extend payment terms to certain customers as a result of customer requests and market demands. These extended terms have resulted in increased accounts receivable levels and significant uses of cash. Where available and when we deem appropriate, we participate in accounts receivable sales programs with several customers that allow us to sell our accounts receivable to financial institutions to offset the negative cash flow impact of these payment term extensions. However, any sales of accounts receivable through these programs ultimately result in us receiving a lesser amount of cash upfront than if we collected those accounts receivable ourselves in due course, resulting in accounts receivable factoring costs. Moreover, since these accounts receivable sales programs bear interest at rates tied to the Term SOFR or other reference rates, increases in these applicable rates increase our cost to sell our receivables and reduce the amount of cash we receive. See ITEM 7A, “Quantitative and Qualitative Disclosures about Market Risk” for more information. Further extensions of customer payment terms would result in additional uses of cash or increased costs associated with the sales of accounts receivable.

During the years ended December 31, 2024 and 2023, we sold approximately $1,106.4 million and $949.5 million, respectively, under these programs. If receivables had not been sold, $853.6 million and $526.4 million of additional receivables would have been outstanding at December 31, 2024 and 2023, respectively, based on standard payment terms. We had capacity to sell more accounts receivable under these programs if the needs of the business warranted. Further extensions of customer payment terms would result in additional uses of cash or increased costs associated with the sales of accounts receivable.

During the years ended December 31, 2024 and 2023, factoring costs associated with these accounts receivable sales programs were $51.3 million and $50.2 million, respectively. The increase in factoring costs year over year was primarily driven by higher accounts receivable sold under these programs.

Credit Agreement

We have a credit agreement which consists of a $600.0 million revolving credit facility and a $500.0 million term loan. The credit agreement matures on October 4, 2027, is guaranteed by the Company’s material domestic subsidiaries, and is supported by a security interest in substantially all of the Company’s material domestic subsidiaries’ personal property and assets, subject to certain exceptions.

As of December 31, 2024, we were not in default with respect to the credit agreement. As of December 31, 2024, there was $14.0 million in outstanding borrowings under the revolving credit facility, and $468.8 million in outstanding borrowings under the term loan portion of the credit agreement, and as of such date we had outstanding letters of credit for $1.2 million in the aggregate. Net of outstanding borrowings and letters of credit, we had $584.8 million available under the credit agreement as of December 31, 2024.

Refer to Note 7, "Long-Term Debt", to the Consolidated Financial Statements, included under ITEM 8, for additional information regarding the credit agreement.

Cash Flows

Below is a table setting forth the key lines of our Consolidated Statements of Cash Flows:


	For the Year Ended December 31,
(in thousands)	2024		2023
Cash provided by operating activities	$	231,047	$	208,758
Cash used in investing activities	(39,321)		(43,901)
Cash used in financing activities	(170,979)		(174,109)
Effect of foreign exchange on cash and cash equivalents	(424)		32
Net increase (decrease) in cash and cash equivalents	$	20,323	$	(9,220)

During the year ended December 31, 2024, cash provided by operating activities was $231.0 million compared to $208.8 million during the year ended December 31, 2023. The $22.3 million increase was primarily driven by higher net income, partially offset by working capital changes, primarily higher inventory balances.

Investing activities used $39.3 million and $43.9 million of cash in the years ended December 31, 2024 and 2023, respectively. The decrease in cash used in investing activities during the year ended December 31, 2024 compared to the prior year was primarily due to higher additions for property, plant and equipment in the prior year.

Financing activities in the year ended December 31, 2024 included $78.9 million paid to repurchase 865,283 shares of common stock under our share repurchase plan, and the repayments of $78.8 million of outstanding borrowings under our revolving credit facility and $15.6 of our term loan balance under our credit agreement. During the year ended December 31, 2023, we repaid $146.6 million of outstanding borrowings under our revolving credit facility and $12.5 million of our term loan balance under our credit agreement. The remaining uses of cash from financing activities in each period resulted primarily from the repurchase of our common stock from our 401(k) Plan and income tax withholding in connection with the vesting of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”), and proceeds from the exercise of stock options.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements are transactions, agreements, or other contractual arrangements with an unconsolidated entity for which we have an obligation to the entity that is not recorded in our consolidated financial statements. We historically have not utilized off-balance sheet financial instruments, and currently do not plan to utilize off-balance sheet arrangements in the future to fund our working capital requirements, operations, or growth plans.

We may issue standby letters of credit under our credit agreement. Letters of credit totaling $1.2 million and $1.3 million were outstanding at December 31, 2024 and 2023, respectively. Those letters of credit are

issued primarily to satisfy the requirements of workers' compensation, general liability, and other insurance policies. Each of the outstanding letters of credit has a one-year term from the date of issuance.

We do not have any off-balance sheet financing that has, or is reasonably likely to have, a material, current or future effect on our financial condition, revenues, expenses, cash flows, results of operations, liquidity, capital expenditures, or capital resources.

Related-Party Transactions

Prior to December 1, 2023, we leased our Colmar, PA facility from an entity in which Steven Berman, our Non-Executive Chairman, and certain of his family members are owners. On December 1, 2023, the Colmar facility was sold to a third party, subject to our lease. We currently lease a portion of our Lewisberry, PA facility from an entity in which Mr. Berman and certain of his family members are owners. The Colmar lease was, and the Lewisberry lease is, a non-cancelable operating lease. The Lewisberry lease expires December 31, 2027.

We also lease our facilities in Madison, IN, and Shreveport, LA, from entities in which Lindsay Hunt, our President, Specialty Vehicle, and certain of her family members are owners. Each lease is a non-cancelable operating lease, was renewed in October 2022 in connection with the acquisition of Super ATV, LLC, a leading supplier to the powersports aftermarket ("SuperATV"), and will expire on October 31, 2027.

We have service agreements with counterparties that are majority-owned by a family member of Ms. Hunt. These agreements provide for various warehouse and facility-related services at agreed-upon rates.

The following table represents the total payments for the years ended December 31, 2024, 2023, and 2022, under the related party agreements described above:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Facility leases with Steven Berman-related entities	$	715	$	2,918	$	2,458
Facility leases with Lindsay Hunt-related entities	$	2,757	$	2,603	$	519
Service agreements with Lindsay Hunt-related entities	$	54	$	200	$	67

We are a partner in a joint venture with one of our suppliers and own minority interest investments in two other suppliers. Aggregate purchases from both of these companies were $18.4 million, $22.7 million, and $24.9 million in the years ended December 31, 2024, 2023, and 2022, respectively.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon the Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Estimates and judgments are based upon historical experience and on various other assumptions believed to be accurate and reasonable under the circumstances. Actual results may differ materially from these estimates due to different assumptions or conditions. The following areas all require the use of subjective or complex estimates, judgments, and assumptions.

Accrued Customer Rebates and Returns. We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits, and other discounts in the period of the sale ("Customer Credits"). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase of accrued customer rebates and returns, which is included in current liabilities. Customer Credits are estimated based on contractual provisions, historical experience, and our assessment of current market conditions. Historically, actual Customer Credits have not differed materially from estimated amounts.

Excess and Obsolete Inventory Reserves. We must make estimates of potential future excess and obsolete inventory costs. We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements, and product line updates. We maintain contact

with our customer base to understand buying patterns, customer preferences, and the life cycle of our products. Changes in customer requirements are factored into the reserves, as needed.

Purchase Accounting. The purchase price of an acquired business is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based upon their respective fair market values, with any excess recorded as goodwill. Such fair market value assessments require judgments and estimates which may change over time and may cause the final amounts to differ materially from original estimates. Any adjustments to fair value assessments are recorded to goodwill over the purchase price allocation period which cannot exceed twelve months from the date of acquisition. Refer to Note 2, "Business Acquisitions and Investments”, in the accompanying consolidated financial statements for additional information.

Recently Issued Accounting Pronouncements

Refer to Note 1, “Summary of Significant Accounting Policies” in the accompanying consolidated financial statements for additional information on recently issued accounting pronouncements.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

Our market risk is the potential loss arising from adverse changes in interest rates. Accounts receivable factored under our customer-sponsored accounts receivable sales programs bear interest at rates tied to Term SOFR or alternative discount rates and result in us incurring costs as those accounts receivable are factored. Additionally, interest expense from our variable rate debt is impacted by reference rates.

Under the terms of our customer-sponsored programs to sell accounts receivable, a change in the reference rate would affect the amount of financing costs we incur, and the amount of cash we receive upon the sales of accounts receivable under these programs. A one-percentage-point increase in Term SOFR or the discount rates on the accounts receivable sales programs would have increased our factoring costs and reduced the amount of cash we would have received by approximately $8.8 million, $7.9 million, and $8.7 million in the years ended December 31, 2024, 2023, and 2022, respectively.

Under the terms of our credit agreement, a change in the reference rate or the lender’s base rate would affect the rate at which we could borrow funds thereunder. A one-percentage-point increase in the reference rate or base rate would have increased our interest expense on our variable rate debt under our credit agreement by approximately $5.6 million, $6.8 million, and $2.4 million in the years ended December 31, 2024, 2023, and 2022, respectively.

These estimates assume that our level of sales of accounts receivable and variable rate debt balance remains constant for an annual period and the interest rate change occurs at the beginning of the period. The hypothetical changes and assumptions may be different from what occurs in the future. See ITEM 1A, “Risk Factors – Risks Related to Our Capital Structure and Finances” for information regarding the risks relating to our indebtedness, our accounts receivable sales agreements, and interest rates.

ITEM 8. Financial Statements and Supplementary Data.

Our financial statement schedule that is filed with this Annual Report on Form 10-K is listed in PART IV –ITEM 15, “Exhibits, Financial Statement Schedules.”

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Dorman Products, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Dorman Products, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrual for customer credits for defective product returns

As disclosed in Notes 1 and 12 to the consolidated financial statements, the Company estimates customer credits for defective product returns and other items. The accrual for customer credits to be issued for defective product returns includes assumptions about the length of time between when a sale occurs and a credit is issued. The provision for customer credits is reflected in the consolidated financial statements as a reduction from gross

sales and accruals for customer credits are a portion of accrued customer rebates and returns. At December 31, 2024, accrued customer rebates and returns were $204.4 million.

We identified the evaluation of the accrual for customer credits for defective product returns as a critical audit matter. Subjective auditor judgment was required to evaluate the Company’s determination of the impact of market conditions on the length of time between when a sale occurs and a credit is issued for defective product returns.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to record the accrual for customer credits for defective product returns. This included a control related to the determination of the impact of market conditions on the length of time between when a sale occurs and a credit is issued for defective product returns. We assessed the Company’s accrual for customer credits for defective product returns by evaluating (1) the historical relationship between sales and customer credits for defective product returns, (2) the Company’s internal data, (3) certain external market data, and (4) a sample of executed third-party contracts. We inquired of personnel within the Company’s quality control department regarding the impact of current market conditions on the length of time between when a sale occurs and a credit is issued for defective product returns. We analyzed a sample of customer credits issued after year-end and evaluated their effect on the accrual.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Philadelphia, Pennsylvania

February 27, 2025

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME


	For the Year Ended December 31,
(in thousands, except per share data)	2024		2023		2022
Net sales	$	2,009,197	$	1,929,788	$	1,733,749
Cost of goods sold	1,202,838		1,244,365		1,169,299
Gross profit	806,359		685,423		564,450
Selling, general and administrative expenses	513,450		470,663		393,402
Income from operations	292,909		214,760		171,048
Interest expense, net	39,727		48,061		15,582
Other income, net	3,070		1,804		735
Income before income taxes	256,252		168,503		156,201
Provision for income taxes	66,248		39,244		34,652
Net income	$	190,004	$	129,259	$	121,549
Other comprehensive income:
Change in foreign currency translation adjustment	$	(4,185)	$	713	$	(1,863)
Comprehensive Income	$	185,819	$	129,972	$	119,686

Earnings per share:
Basic	$	6.17	$	4.11	$	3.87
Diluted	$	6.14	$	4.10	$	3.85
Weighted average shares outstanding:
Basic	30,797		31,455		31,434
Diluted	30,956		31,533		31,543

See accompanying Notes to Consolidated Financial Statements.

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	December 31,
(in thousands, except share data)	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	57,137	$	36,814
Accounts receivable, less allowance for doubtful accounts of $1,619 and $3,518	573,787		526,867
Inventories	707,977		637,375
Prepaids and other current assets	30,859		32,653
Total current assets	1,369,760		1,233,709
Property, plant and equipment, net	164,499		160,113
Operating lease right-of-use assets	118,499		103,476
Goodwill	442,886		443,889
Intangible assets, net	278,213		301,556
Deferred tax assets	5,786		—
Other assets	44,878		49,664
Total assets	$	2,424,521	$	2,292,407
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	231,814	$	176,664
Accrued compensation	44,002		23,971
Accrued customer rebates and returns	204,355		204,495
Revolving credit facility	13,960		92,760
Current portion of long-term debt	28,125		15,625
Other accrued liabilities	41,546		33,636
Total current liabilities	563,802		547,151
Long-term debt	439,513		467,239
Long-term operating lease liabilities	105,142		91,262
Deferred tax liabilities	3,700		8,925
Other long-term liabilities	18,894		9,627
Commitments and contingencies (Note 11)
Shareholders' equity:
Common stock, par value $0.01; authorized 50,000,000 shares; issued and outstanding 30,565,855 and 31,299,770 shares in 2024 and 2023, respectively	306		313
Additional paid-in capital	119,077		101,045
Retained earnings	1,180,862		1,069,435
Accumulated other comprehensive loss	(6,775)		(2,590)
Total shareholders' equity	1,293,470		1,168,203
Total liabilities and shareholders' equity	$	2,424,521	$	2,292,407

See accompanying Notes to Consolidated Financial Statements.

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


	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 25, 2021	31,607,509	$	316	$	77,451	$	856,409	$	(1,440)	$	932,736
Exercise of stock options	18,515	—		1,046		—		—		1,046
Compensation expense under incentive stock plan	—	—		9,370		—		—		9,370
Purchase and cancellation of common stock	(203,765)	(2)		(367)		(19,565)		—		(19,934)
Issuance of non-vested stock, net of cancellations	27,224	—		2,032		—		—		2,032
Other stock-related activity, net of tax	(18,851)	—		(782)		(1,523)		—		(2,305)
Other comprehensive loss	—	—		—		—		(1,863)		(1,863)
Net income	—	—		—		121,549		—		121,549
Balance at December 31, 2022	31,430,632	314		88,750		956,870		(3,303)		1,042,631
Exercise of stock options	17,489	—		1,167		—		—		1,167
Compensation expense under incentive stock plan	—	—		11,484		—		—		11,484
Purchase and cancellation of common stock	(215,410)	(2)		(387)		(16,104)		—		(16,493)
Issuance of non-vested stock, net of cancellations	93,437	1		1,985		—		—		1,986
Other stock-related activity, net of tax	(26,378)	—		(1,954)		(590)		—		(2,544)
Other comprehensive loss	—	—		—		—		713		713
Net income	—	—		—		129,259		—		129,259
Balance at December 31, 2023	31,299,770	313		101,045		1,069,435		(2,590)		1,168,203
Exercise of stock options	63,605	1		4,711		—		—		4,712
Compensation expense under incentive stock plan	—	—		15,012		—		—		15,012
Purchase and cancellation of common stock	(874,428)	(9)		(1,574)		(78,444)		—		(80,027)
Issuance of non-vested stock, net of cancellations	100,778	1		2,120		—		—		2,121
Other stock-related activity, net of tax	(23,870)	—		(2,237)		(133)		—		(2,370)
Other comprehensive loss	—	—		—		—		(4,185)		(4,185)
Net income	—	—		—		190,004		—		190,004
Balance at December 31, 2024	30,565,855	$	306	$	119,077	$	1,180,862	$	(6,775)	$	1,293,470

See accompanying Notes to Consolidated Financial Statements.

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Cash Flows from Operating Activities:
Net income	$	190,004	$	129,259	$	121,549
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization, and accretion	56,700		54,729		44,677
Provision for doubtful accounts	90		4,592		86
Benefit from deferred income taxes	(10,838)		(2,960)		(5,880)
Provision for stock-based compensation	15,012		11,484		9,370
Fair value adjustment to contingent consideration	—		(20,468)		—
Payment of contingent consideration	—		—		(120)
Changes in assets and liabilities:
Accounts receivable	(47,232)		(104,020)		48,479
Inventories	(72,087)		118,606		(133,790)
Prepaids and other current assets	(4,866)		15,324		(11,150)
Other assets	796		(4,931)		(28)
Accounts payable	55,713		(3,138)		(5,542)
Accrued customer rebates and returns	(120)		12,372		2,433
Accrued compensation and other liabilities	47,875		(2,091)		(28,396)
Cash provided by operating activities	231,047		208,758		41,688
Cash Flows from Investing Activities:
Acquisitions, net of divestitures	100		67		(488,956)
Property, plant and equipment additions	(39,421)		(43,968)		(37,883)
Cash used in investing activities	(39,321)		(43,901)		(526,839)
Cash Flows from Financing Activities:
Proceeds of revolving credit line	—		—		10,000
Payments of revolving credit line	(78,800)		(146,600)		(10,000)
Proceeds of long-term debt	—		—		500,000
Payments of long-term debt	(15,625)		(12,500)		(3,125)
Payment of deferred acquisition consideration	(200)		—		—
Payment of contingent consideration	—		—		(1,705)
Payment of debt issuance costs	—		—		(3,918)
Proceeds from exercise of stock options	4,711		1,167		1,046
Purchase and cancellation of common stock	(80,811)		(15,709)		(19,934)
Other stock-related activity	(254)		(467)		132
Cash (used in) provided by financing activities	(170,979)		(174,109)		472,496
Effect of exchange rate changes on Cash and Cash Equivalents	(424)		32		(93)
Net Increase (Decrease) in Cash and Cash Equivalents	20,323		(9,220)		(12,748)
Cash and Cash Equivalents, Beginning of Period	36,814		46,034		58,782
Cash and Cash Equivalents, End of Period	$	57,137	$	36,814	$	46,034
Supplemental Cash Flow Information
Cash paid for interest expense	$	38,713	$	49,507	$	11,647
Cash paid for income taxes	$	56,705	$	35,465	$	62,861

See accompanying Notes to Consolidated Financial Statements.

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

1. Summary of Significant Accounting Policies

Dorman Products, Inc. ("Dorman", the "Company", “we”, “us”, or “our”) is a supplier of replacement and upgrade parts in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks as well as specialty vehicles, including utility terrain vehicles (UTVs) and all-terrain vehicles (ATVs). We operate through three business segments: Light Duty, Heavy Duty, and Specialty Vehicle, consistent with the sectors of the motor vehicle aftermarket industry in which we operate. For more information on our segments, refer to Note 8, "Segment Information," to the Consolidated Financial Statements.

Principles of Consolidation. The Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents. We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.

Sales of Accounts Receivable. We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions. Transactions under these programs were accounted for as sales of accounts receivable and were removed from our Consolidated Balance Sheet at the time of the sales transactions. Sales of accounts receivable under these agreements, and related factoring costs, which were included in selling, general and administrative expenses, were as follows:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Sales of accounts receivable	$	1,106,400	$	949,517	$	1,048,671
Factoring costs	$	51,252	$	50,231	$	37,188

Inventories. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Inventories include the cost of material, freight, direct labor, and overhead utilized in the processing of our products. We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements, and product line updates.

Property, Plant and Equipment. Property, plant and equipment are recorded at cost and depreciated over the estimated useful lives, which range from 1 to 39 years, using the straight-line method for financial statement reporting purposes and accelerated methods for income tax purposes. The costs of maintenance and repairs are expensed as incurred. Renewals and betterments are capitalized. Gains and losses on disposals are included in operating results.

Estimated useful lives by major asset category are as follows:


Buildings and building improvements			10 to 39 years
Machinery, equipment, and tooling			3 to 10 years
Software and computer equipment			3 to 10 years
Furniture, fixtures, and leasehold improvements			1 to 39 years

Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets. Long-lived assets, including property, plant, and equipment and amortizable identifiable intangibles, are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The impairment review is a two-step process. First, recoverability is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, the second step of the impairment test is performed, and an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. The assets and liabilities of a disposal group classified as held for sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated.

Goodwill is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of the goodwill may be impaired. For the annual test, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount (“Step 0”). If through the Step 0 test we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount (or if the Company elects to not perform Step 0), then we would perform a quantitative test (“Step 1”) to determine whether an impairment charge was necessary. During 2023 and 2024, we elected to perform a Step 1 test of our goodwill for the purpose of assessing goodwill for impairment. For both the years ended December 31, 2024 and 2023, we determined that goodwill was not impaired.

Purchase Accounting. The purchase price of an acquired business is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with the excess recorded as goodwill. Such fair market value assessments require judgments and estimates which may change over time and may cause the final amounts to differ materially from their original estimates. These adjustments to fair value assessments are recorded to goodwill over the purchase price allocation period which cannot exceed 12 months from the date of acquisition.

Other Assets. Other assets include primarily core inventory, deposits, and equity method investments.

Certain products we sell contain parts that can be recycled, or as more commonly referred to in our industry, remanufactured. We refer to these parts as cores. A used core is remanufactured and sold to a customer. Customers and end-users will generally return used cores to us, which we then use in the remanufacturing process to make another finished good.

Core inventory was $15.4 million and $20.0 million as of December 31, 2024 and 2023, respectively, and is classified as long-term based on our view that the value of the cores is not expected to be consumed or realized in cash during our normal annual operating cycle.

We have investments that we account for according to the equity method of accounting. The total book value of these investments was $11.2 million and $10.8 million at December 31, 2024 and 2023, respectively. These investments provided $5.3 million, $5.7 million, and $5.5 million of income during the year ended December 31, 2024, 2023, and 2022, respectively. Additionally, we have an investment that we account for according to the cost method of accounting. The carrying book value of this investment was $5.0 million as of both December 31, 2024 and 2023.

Other Accrued Liabilities. Other accrued liabilities include primarily accrued commissions, accrued income taxes, insurance liabilities, and other current liabilities.

Revenue Recognition and Accrued Customer Rebates and Returns. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, in an amount representing the consideration the Company expects to receive in exchange for selling products to its customers. We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits, and other discounts in the period of the sale ("Customer Credits"). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase of accrued customer rebates and returns, which is included in current liabilities. The provision for Customer Credits is estimated based on contractual provisions, historical experience, and our assessment of current market conditions and includes various assumptions including, but not limited to, the length of time between when a sale occurs and a credit is issued. Actual Customer Credits have not differed materially from estimated amounts.

Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold.

As noted above, Customer Credits include core return deposits which are an estimate of the amount we believe we will refund to our customers when used cores are returned to us. The price we invoice to customers for remanufactured cores contains both the amount we charge to remanufacture the part and a deposit for the core. We charge a core deposit to encourage the customer to return the used core to us so that it can be used in our remanufacturing process. We allow our customers up to twenty-four months to return the used core to us. Core return deposits are reserved based on the expected deposits to be issued to customers based on historical returns.

Research and Development. Research and development costs are expensed as incurred. Research and development costs totaling $32.1 million, $32.3 million, and $24.8 million have been recorded in selling, general and administrative expenses in the Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022, respectively.

Stock-Based Compensation. At December 31, 2024, we had awards outstanding under a stock-based employee compensation plan, which is described more fully in Note 13, "Capital Stock." We record compensation expense for all awards granted. The value of time-based restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued was based on the fair value of our common stock on the grant date. The fair value of performance-based RSUs, for which the performance measure is total shareholder return relative to a defined peer group, is determined using a Monte Carlo simulation model. The fair value of performance-based RSUs for which the performance measure is return on invested capital over the performance period was based on the fair value of our common stock on the grant date. The fair value of stock options granted is determined using the Black-Scholes option valuation model on the grant date.

Income Taxes. We follow the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the enacted tax rate expected to be in effect when taxes are paid or recovered.

Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, we accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the Consolidated Statements of Operations.

Concentrations of Risk. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. All cash equivalents are managed within established guidelines that limit the amount that may be invested with one issuer. A significant percentage of our accounts receivable have been, and will continue to be, concentrated among a relatively small number of automotive retailers and warehouse distributors in the United States. Our 4 largest customers accounted for 78% and 74% of net accounts receivable as of December 31, 2024 and 2023, respectively. We continually monitor the credit terms and credit limits for these and other customers.

For the years ended December 31, 2024 and 2023, approximately 72% and 70%, respectively, of our products were purchased from suppliers in a variety of non-U.S. countries, with the largest portion of our overseas purchases being made in China.

Fair Value Disclosures. The carrying value of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments. The carrying value of our long-term debt approximates its fair value because it bears interest at a rate indexed to a market rate (Term SOFR). Additionally, the fair value of assets acquired and liabilities assumed are determined at the date of acquisition. Contingent consideration

associated with an acquisition is recorded at fair value at the acquisition date and is adjusted to fair value at each reporting period.

Recent Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures. The ASU requires additional disclosures about reportable segments’ significant expenses on an interim and annual basis. The ASU was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We adopted this guidance for our annual report on Form 10-K for the year ended December 31, 2024 and applied the amendments retrospectively to all prior periods presented. The disclosures for interim periods will be adopted in our fiscal year beginning on January 1, 2025. The adoption of this standard did not have a material impact on our results of operations or financial condition. See Note 8, "Segment Information," for further details on segment information.

In December 2023, the 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. 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 these new standards by their effective dates, and do not expect their adoption to have an impact on our results of operations, financial condition or cash flows.

2. Business Acquisitions and Investments

Super ATV, LLC (“SuperATV”)

On October 4, 2022, Dorman acquired 100% of the issued and outstanding equity interests of SuperATV (the “Transaction”), for aggregate consideration of $509.8 million (net of $6.8 million cash acquired), plus a potential earn-out payment to the sellers of SuperATV not to exceed $100 million in the aggregate, subject to the achievement by SuperATV of certain revenue and gross margin targets in the years ended December 31, 2023 and December 31, 2024. See Note 11, "Commitments and Contingencies," for additional information on contingent consideration associated with the Transaction. In the year ended December 31, 2023, we received $0.3 million in cash as proceeds from the closing net working capital adjustments. SuperATV is a leading independent supplier to the powersports aftermarket with a family of highly respected brands spanning functional accessories and upgrades, as well as replacement parts for specialty vehicles.

The Transaction was funded in cash through the refinancing of our existing credit facility discussed further in Note 7, "Long-Term Debt."

The Transaction was accounted for as a business combination under the acquisition method of accounting. We have allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. Our purchase price allocation for SuperATV assets acquired and liabilities assumed was complete as of September 30, 2023.

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date:


(in thousands)
Accounts receivable	$	3,317
Inventories	90,428
Prepaids and other current assets	5,293
Property, plant and equipment	23,776
Goodwill	247,474
Identifiable intangible assets	157,500
Operating lease right-of-use assets	11,661
Other Assets	3,001
Accounts payable	(7,436)
Accrued compensation	(2,086)
Accrued customer rebates and returns	(1,609)
Other current liabilities	(8,726)
Long-term operating lease liabilities	(9,508)
Other long-term liabilities	(3,307)
Net cash consideration	509,778

The financial results of the Transaction have been included in the consolidated financial statements from the date of acquisition. The net sales and net income of SuperATV included in the consolidated financial statements for the year ended December 31, 2022 were $49.6 million and $2.3 million, respectively.

The unaudited pro forma information for the periods set forth below gives effect to the Transaction as if it had occurred as of December 26, 2021 the beginning of the fiscal 2022 period.

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.


	For the Year Ended
(in thousands, except per share data, unaudited)	December 31, 2022
Net sales	$	1,888,379
Net income	$	130,375
Diluted earnings per share	$	4.13

The fiscal 2022 unaudited pro forma net income set forth above was adjusted to exclude the impact of acquisition date fair value adjustments to inventory and to remove acquisition-related transaction costs.

3. Inventories

Inventories were as follows :


	December 31,
(in thousands)	2024		2023
Raw materials	$	29,233	$	29,750
Bulk product	246,604		211,805
Finished product	421,734		387,668
Packaging materials	10,406		8,152
Total	$	707,977	$	637,375

4. Property, Plant and Equipment

Property, plant and equipment include the following:


	December 31,
(in thousands)	2024		2023
Buildings	$	67,040	$	62,434
Machinery, equipment, and tooling	223,807		208,086
Furniture, fixtures, and leasehold improvements	18,390		17,083
Software and computer equipment	127,578		113,148
Total	436,815		400,751
Less-accumulated depreciation and amortization	(272,316)		(240,638)
Property, plant and equipment, net	$	164,499	$	160,113

Depreciation and amortization expenses associated with property, plant, and equipment were $34.0 million, $31.9 million, and $28.6 million in the years ended December 31, 2024, 2023, and 2022, respectively.

Net property, plant and equipment outside the United States was $4.6 million and $4.3 million as of December 31, 2024 and 2023, respectively.

5. Leases

We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of the asset and to obtain substantially all of the economic benefit from its use. We have operating leases for distribution centers, sales offices, and certain warehouse and office equipment. Our operating leases have remaining lease terms of 1 to 9 years, many of which include one or more renewal options. We consider these renewal options in determining the lease term used to establish our right-of-use assets and lease liabilities when it is determined that it is reasonably certain that the renewal option will be exercised. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance, or increases in rental costs related to inflation.

Operating leases are included in the right-of-use lease assets, other current liabilities, and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. The incremental borrowing rate is not commonly quoted and is derived through a combination of inputs including our credit rating and the impact of full collateralization. The incremental borrowing rate is based on our collateralized borrowing capabilities over a similar term to the lease payments. We utilized the consolidated group borrowing rate for all leases as we operate a centralized treasury operation. Operating lease payments are recognized on a straight-line basis over the lease term. We had no material finance leases as of December 31, 2024 or 2023.

Practical Expedients and Accounting Policy Elections

We have made certain accounting policy elections and are using certain practical expedients permitted under GAAP, as follows:

•Include both lease and non-lease components as a single lease component, as non-lease components of contracts have not historically been material.

•Account for leases with terms of one year or less as short-term leases and, as such, are not included in the right-of-use assets or lease liabilities.

As of December 31, 2024 and 2023, there were no material variable lease costs or sublease income. Cash paid for operating leases was $22.8 million, $21.2 million, and $16.8 million during the years ended December 31, 2024, 2023, and 2022, respectively, which is classified in operating activities on the Consolidated Statements of Cash Flows. The following table summarizes the lease expense:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Operating lease expense	$	23,926	$	21,747	$	17,340
Short-term lease expense	4,159		7,169		5,838
Total lease expense	$	28,085	$	28,916	$	23,178

Supplemental balance sheet information related to our operating leases is as follows:


	December 31,
(in thousands)	2024			2023
Operating lease right-of-use assets	$	118,499		$	103,476

Other accrued liabilities	$	19,717		$	16,917
Long-term operating lease liabilities	105,142			91,262
Total operating lease liabilities	$	124,859		$	108,179

Weighted average remaining lease term (years)	6.33			6.85
Weighted average discount rate	5.09		%	4.20		%

The following table summarizes the maturities of our lease liabilities for all operating leases as of December 31, 2024:


(in thousands)
2025	$	25,090
2026	25,820
2027	24,095
2028	17,864
2029	15,915
Thereafter	37,215
Total lease payments	145,999
Less: Imputed interest	(21,140)
Present value of lease liabilities	$	124,859

6. Goodwill and Intangible Assets

Goodwill

Goodwill included the following:


(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Consolidated
Balance at December 31, 2022	$	—	$	—	$	—	$	443,035
Measurement period adjustments	—		—		—		233
Foreign currency translation	—		—		—		621
Reporting unit reorganization	313,704		57,876		72,309		—
Balance at December 31, 2023	313,704		57,876		72,309		443,889
Goodwill acquired	—		—		1,167		1,167
Foreign currency translation	—		(2,170)		—		(2,170)
Balance at December 31, 2024	$	313,704	$	55,706	$	73,476	$	442,886

Intangible Assets

Intangible assets, subject to amortization, included the following:


		December 31,
		2024						2023
Intangible assets subject to amortization	Weighted Average Amortization Period (years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(dollars in thousands)
Customer relationships	15.4	$	173,430	$	41,358	$	132,072	$	175,430	$	31,678	$	143,752
Trade names	14.1	67,690		14,999		52,691		67,690		10,676		57,014
Product Portfolio	13.7	107,800		16,522		91,278		107,800		9,720		98,080
Technology	3.8	2,167		1,318		849		2,167		1,069		1,098
Patents and Other	7.3	2,350		1,027		1,323		2,230		618		1,612
Total		$	353,437	$	75,224	$	278,213	$	355,317	$	53,761	$	301,556

Amortization expense associated with intangible assets was $22.8 million, $22.1 million, and $14.2 million in the years ended December 31, 2024, 2023, and 2022, respectively. The estimated future amortization expense for intangible assets as of December 31, 2024 is summarized as follows:


(in thousands)
2025	$	21,649
2026	20,492
2027	20,081
2028	19,856
2029	19,770
Thereafter	176,365
Total	$	278,213

7. Long-Term Debt

Borrowings under the credit agreement bear interest at a rate per annum equal to, at our option, either a term Secured Overnight Financing Rate (“Term SOFR”) or a base rate (as defined in the credit agreement), in each case plus an applicable margin, based on the Total Net Leverage Ratio (as defined in the credit agreement).

Unutilized revolving credit facility capacity incurs a commitment fee based on the Total Net Leverage Ratio (as defined in the credit agreement). As of December 31, 2024, the interest rate on the outstanding borrowings under the credit agreement was 5.71% and the commitment fee was 0.15%.

The term loan portion of the credit agreement contains mandatory repayment provisions that require quarterly principal amortization payments. The following table presents the principal amortization payments and maturities on the term loan for each of the years noted, as of December 31, 2024:


(in thousands)	December 31, 2024
2025	$	28,125
2026	37,500
2027	403,125
Total	$	468,750

Long-term debt on the consolidated balance sheets is presented net of unamortized debt issuance costs, which totaled $1.1 million and $1.5 million as of December 31, 2024 and 2023, respectively.

The credit agreement contains affirmative and negative covenants, including, but not limited to, covenants regarding capital expenditures, share repurchases, and financial covenants related to the ratio of consolidated interest expense to consolidated EBITDA and the ratio of total net indebtedness to consolidated EBITDA, each as defined by the credit agreement. As of December 31, 2024, we were not in default of the covenants contained in the credit agreement.

8. Segment Information

We operate and report our results in three business segments, Light Duty, Heavy Duty, and Specialty Vehicle, consistent with the three sectors of the motor vehicle aftermarket industry in which we participate. The Light Duty segment designs and markets replacement parts and fasteners primarily for passenger cars and light trucks with sales to retailers and wholesale distributors who primarily serve passenger car and light truck customers. The Heavy Duty segment designs and markets replacement parts primarily for medium and heavy trucks with sales to independent distributors, independent component specialists and rebuilders, and auto parts stores that focus on the heavy-duty market. The Specialty Vehicle segment designs, markets, and manufactures aftermarket parts and accessories for the powersports market with sales through direct-to-consumer, dealers, and installers.

The Company's chief operating decision maker ("CODM") is the chief executive officer. The CODM uses income from operations to assess segment performance. The CODM utilizes this measure for each segment in the annual budget and forecasting cycles and considers performance against established targets for purposes of allocating Company resources to each segment and in the determination of compensation for certain Contributors. We measure segment income from operations based on income from operations excluding acquisition-related intangible assets amortization, acquisition-related transaction and other costs, and other special charges. Corporate expenses are allocated to the segments based on segment net sales as a percentage of consolidated net sales. Segment assets consist of inventories, accounts receivable, and property, plant and equipment, net. Intersegment sales are not material.

Segment results are as follows:


	For the Year Ended December 31, 2024
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,565,601	$	231,515	$	212,081	$	2,009,197
Cost of goods sold	925,319		171,732		104,994		1,202,045
Factoring expense	51,252		—		—		51,252
Other segment expenses	304,866		53,303		74,752		432,921
Segment income from operations	$	284,164	$	6,480	$	32,335	$	322,979

Segment assets	$	1,203,165	$	157,493	$	85,606	$	1,446,264
Depreciation	$	26,485	$	3,725	$	3,750	$	33,960
Capital expenditures	$	34,164	$	2,421	$	2,836	$	39,421

	For the Year Ended December 31, 2023
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,462,474	$	256,913	$	210,401	$	1,929,788
Cost of goods sold	928,983		192,729		110,840		1,232,552
Factoring expense	50,231		—		—		50,231
Other segment expenses	296,101		49,679		67,943		413,723
Segment income from operations	$	187,159	$	14,505	$	31,618	$	233,282

Segment assets	$	1,083,347	$	162,583	$	78,424	$	1,324,354
Depreciation	$	25,239	$	3,239	$	3,420	$	31,898
Capital expenditures	$	33,445	$	3,581	$	6,942	$	43,968

	For the Year Ended December 31, 2022
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,425,892	$	258,215	$	49,642	$	1,733,749
Cost of goods sold	949,918		183,233		25,078		1,158,229
Factoring expense	37,188		—		—		37,188
Other segment expenses	269,207		45,244		16,027		330,478
Segment income from operations	$	169,579	$	29,738	$	8,537	$	207,854

Segment assets	$	1,047,987	$	177,557	$	106,219	$	1,331,763
Depreciation	$	25,062	$	2,772	$	798	$	28,632
Capital expenditures	$	31,682	$	4,769	$	1,432	$	37,883

In the preceding segment tables, Other segment expenses consist of selling, general and administrative expenses including salaries and benefits for product development, research, sales, marketing and administrative functions, facility costs, information technology costs, and other general expenses.

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


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Segment income from operations	$	322,979	$	233,282	$	207,854
Acquisition-related intangible assets amortization	(22,476)		(21,817)		(14,070)
Acquisition-related transaction and other costs	(2,621)		(15,373)		(22,736)
Fair value adjustment to contingent consideration	—		20,469		—
Executive transition services expenses	—		(1,801)		—
Pretax reduction in workforce costs	(4,973)		—		—
Interest expense, net	(39,727)		(48,061)		(15,582)
Other income, net	3,070		1,804		735
Consolidated income before income taxes	$	256,252	$	168,503	$	156,201

A reconciliation of segment assets to consolidated assets is as follows:


	December 31,
(in thousands)	2024		2023		2022
Segment assets	$	1,446,264	$	1,324,354	$	1,331,763
Other current assets	87,968		69,468		85,834
Other non-current assets	890,289		898,585		924,189
Consolidated assets	$	2,424,521	$	2,292,407	$	2,341,786

9. Related Party Transactions

Prior to December 1, 2023, we leased our Colmar, PA facility from an entity in which Steven Berman, our Non-Executive Chairman, and certain of his family members are owners. On December 1, 2023, the Colmar facility was sold to a third party, subject to our lease. We also lease a portion of our Lewisberry, PA facility from an entity in which Mr. Berman and certain of his family members are owners. The Colmar lease was, and the Lewisberry lease is, a non-cancelable operating lease. The Lewisberry lease expires December 31, 2027.

The following table represents the total payments for the years ended December 31, 2024, 2023, and 2022, under the related party agreements described above:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Facility leases with Steven Berman-related entities	$	715	$	2,918	$	2,458
Facility leases with Lindsay Hunt-related entities	$	2,757	$	2,603	$	519
Service agreements with Lindsay Hunt-related entities	$	54	$	200	$	67

We are a partner in a joint venture with one of our suppliers and own a minority interest in two other suppliers. Aggregate purchases from both of these companies were $18.4 million, $22.7 million, and $24.9 million in the years ended December 31, 2024, 2023, and 2022, respectively.

10. Income Taxes

The components of the provision for income taxes are as follows:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Current:
Federal	$	56,879	$	34,600	$	31,683
State	17,907		5,602		7,141
Foreign	2,300		2,002		1,708
	77,086		42,204		40,532
Deferred:
Federal	(7,407)		(1,936)		(4,003)
State	(2,618)		(338)		(1,022)
Foreign	(813)		(686)		(855)
	(10,838)		(2,960)		(5,880)
Provision for income taxes	$	66,248	$	39,244	$	34,652

The following is a reconciliation of income taxes at the statutory tax rate to the Company's effective tax rate:


	For the Year Ended December 31,
	2024		2023		2022
Federal taxes at statutory rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal tax benefit	2.4		2.1		2.5
Uncertain tax positions	2.9		0.2		0.3
Research and development tax credit	(0.5)		(0.7)		(0.7)
Federal permanent items	—		0.3		(0.2)
Effect of foreign operations	0.1		0.3		—
Other	—		0.1		(0.7)
Effective tax rate	25.9	%	23.3	%	22.2	%

At December 31, 2024, we had $10.3 million of unrecognized tax benefits, all of which would affect our effective tax rate if recognized.

The following table summarizes the change in unrecognized tax benefits for the three years ended December 31:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Balance at beginning of year	$	4,539	$	3,856	$	1,204
Reductions due to lapses in statutes of limitations	(174)		(716)		(139)
Reductions due to tax positions settled	(180)		—		—
Additions related to positions taken during a prior period	—		—		2,136
Reductions due to reversals of prior year positions	(1,125)		—		—
Additions based on tax positions taken during the current period	7,253		1,399		655
Balance at end of year	10,313		4,539		3,856

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 was $3.1 million for the year ended December 31, 2024, and was immaterial for the year ended December 31, 2023. As of December 31, 2024, accrued interest and penalties related to unrecognized tax benefits were $3.5 million.

The Company does not anticipate material changes in the amount of unrecognized income tax benefits over the next year.

Deferred income taxes result from timing differences in the recognition of revenue and expense between tax and financial statement purposes. The sources of temporary differences are as follows:


	December 31,
(in thousands)	2024		2023
Assets:
Inventories	$	15,111	$	17,829
Accounts receivable	24,723		20,472
Operating lease liability	31,850		26,261
Accrued expenses	10,932		7,002
Capitalized research and development expenses	16,840		12,263
Net operating losses	295		289
Foreign tax credits	469		469
State tax credits	427		379
Capital loss carryforward	474		478
Total deferred tax assets	101,121		85,442
Valuation allowance	(1,429)		(1,354)
Net deferred tax assets	99,692		84,088
Liabilities:
Depreciation	12,938		16,481
Goodwill and intangible assets	52,564		49,798
Operating lease right of use asset	30,146		25,142
Other	1,958		1,592
Gross deferred tax liabilities	97,606		93,013
Net deferred tax assets (liabilities)	$	2,086	$	(8,925)

A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net deferred tax assets that are more likely than not to be realized, the Company assesses all positive and negative evidence. This evidence includes, but is not limited to, prior earnings history, expected future earnings, carryback and carryforward periods, and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of the deferred tax asset. Management has determined it was necessary to establish a valuation allowance against the foreign tax credits, various state tax credits, and a capital loss carryforward.

Based on our history of taxable income and our projection of future earnings, we believe that it is more likely than not that sufficient taxable income will be generated in the foreseeable future to realize the remaining net deferred tax assets.

During 2024, we increased the valuation allowance against the deferred tax assets noted above by an immaterial amount.

As of December 31, 2024, the Company has tax-effected net operating loss carryforwards of $0.2 million and $0.1 million for U.S. federal and state jurisdictions, respectively. Tax-effected federal net operating losses of $0.1 million begin to expire in 2036. The remaining federal net operating losses do not expire. The state net operating loss carryforwards expire in various years starting in 2037.

We file income tax returns in the United States, Canada, China, India, and Mexico. The statute of limitations for tax years before 2021 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 file. The statute of limitations for tax years before 2021 is closed for income tax purposes in Canada, China, and India. The statute of limitations for tax years before 2019 is closed for income tax purposes in Mexico.

11. Commitments and Contingencies

Shareholders’ Agreement. A shareholders’ agreement was entered into in September 1990 and amended and restated on July 1, 2006. Under the agreement, each of the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman, Fred Berman, Deanna Berman, and additional shareholders named in the agreement has, among other things, granted the others of them rights of first refusal, exercisable on a pro-rata basis or in such other proportions as the exercising shareholders may agree, to purchase shares of our common stock which any of them, or upon their deaths their respective estates, proposes to sell to third parties. We have agreed with these shareholders that, upon their deaths, to the extent that any of their shares are not purchased by any of these surviving shareholders and may not be sold without registration under the Securities Act of 1933, as amended (the "1933 Act"), we will use our best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased shareholder. The additional shareholders that are a party to the agreement are trusts affiliated with the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman, or Fred Berman, or each person’s respective spouse or children.

Acquisitions. We have contingent consideration related to prior acquisitions due to the uncertainty of the ultimate amount of any payments that will become due as earnout payments if performance targets are achieved. If the remaining performance targets for the acquisitions are fully achieved, the maximum additional contingent payments to be made under the transaction documents would be $102.0 million in the aggregate.

As of December 31, 2024 and December 31, 2023, we estimated that zero payments are expected to become due in connection with the acquisitions, and therefore accrued no liability.

For the year ended December 31, 2023, we recorded a net decrease of $20.0 million to the contingent consideration liability for a prior acquisition, comprising a $20.5 million decrease in fair value based on the modeling of a range of performance outcomes relative to the achievement of targets established in the purchase agreement, partially offset by $0.5 million of accretion on the liability resulting from the passage of time. The net benefit was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

For the year ended December 31, 2022, we recorded a charge of $1.8 million in connection with earnout provisions under a prior acquisition, with the charge included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. During the year ended December 31, 2022, we paid $1.8 million to fully settle this earnout provision associated with the prior acquisition.

Other Contingencies. We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, employment claims, competitive practices, intellectual property infringement, product liability claims, and other matters arising out of 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, and results of operations in the period in which any such effects are recorded.

12. Revenue Recognition

Our primary source of revenue is from contracts with and purchase orders from customers. In most instances, our contract with a customer is the customer’s purchase order. Upon acceptance of the purchase order, a contract exists with a customer, as a sales agreement indicates the approval and commitment of the parties, identifies the rights of both parties, identifies the payment terms, and has commercial substance. At this point, we believe it is probable that we will collect the consideration to which we will be entitled in exchange for the goods transferred to the customer.

For certain customers, we may also enter into a sales agreement that outlines pricing considerations as well as the framework of terms and conditions that apply to future purchase orders for that customer. In these situations, our contract with the customer is both the sales agreement as well as the specific customer purchase

order. As our contract with a customer is typically for a single transaction or customer purchase order, the duration of the contract is typically one year or less. As a result, we have elected to apply certain practical expedients and omit certain disclosures of remaining performance obligations for contracts that have an initial term of one year or less as permitted by GAAP.

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, in an amount representing the consideration the Company expects to receive in exchange for selling products to its customers. We estimate the transaction price at the inception of a contract or upon fulfilling a purchase order, including any variable consideration, and will update the estimate for changes in circumstances.

We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits, and other discounts in the period the related product revenue is recognized (“Customer Credits”). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase in accrued customer rebates and returns. Customer Credits are estimated based on contractual provisions, historical experience, and our assessment of current market conditions. Actual Customer Credits have not differed materially from estimated amounts for each period presented. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. We have concluded that our estimates of variable consideration are not constrained according to the definition in the standard.

All of our revenue was recognized under the point-of-time approach during the years ended December 31, 2024, 2023, and 2022. Also, we do not have significant financing arrangements with our customers. Our credit terms are all less than one year. Lastly, we do not receive noncash consideration (such as materials or equipment) from our customers to facilitate the fulfillment of our contracts.

Practical Expedients and Accounting Policy Elections

We have made certain accounting policy elections and are using certain practical expedients permitted under GAAP, as follows:

•Do not adjust the promised amount of consideration for the effects of a significant financing component as we expect, at contract inception, that the period between when we transfer a promised good or service to the customer and when the customer pays for that good or service will be one year or less.

•Expense costs to obtain a contract as incurred when the expected period of benefit, and therefore the amortization period, is one year or less.

•Exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity for a customer, including sales, use, value-added, excise, and various other taxes.

•Account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment activity rather than a separate performance obligation.

Disaggregated Revenue

For disaggregation of net sales by operating segments, refer to Note 8, "Segment Information", to the Consolidated Financial Statements.

The following table presents our disaggregated net sales by geography.


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Net Sales to U.S. Customers	$	1,848,420	$	1,772,092	$	1,606,472
Net Sales to Non-U.S. Customers	160,777		157,696		127,277
Net Sales	$	2,009,197	$	1,929,788	$	1,733,749

During the year ended December 31, 2024, two customers each accounted for more than 10% of net sales, and for the years ended December 31, 2023 and 2022, three customers each accounted for more than 10% of net sales. In the aggregate, these customers accounted for 39%, 44%, and 49% of net sales in the years ended December 31, 2024, 2023, and 2022, respectively. Sales to these customers are included in the Light Duty segment.

13. Capital Stock

Controlling Interest by Officers, Directors and Family Members. As of December 31, 2024 and 2023, Steven Berman, the Non-Executive Chairman of the Company, and members of his family beneficially owned approximately 15% and 16%, respectively, of the outstanding shares of our common stock, and could influence matters requiring approval of shareholders, including the election of the Board of Directors and the approval of significant transactions.

Undesignated Stock. We have 50,000,000 shares authorized of undesignated capital stock for future issuance. The designation, rights, and preferences of such shares will be determined by our Board of Directors.

Incentive Stock Plan. Prior to May 16, 2018, we issued stock compensation grants under our 2008 Stock Option and Stock Incentive Plan. On May 16, 2018, our shareholders approved our 2018 Stock Option and Stock Incentive Plan (the “2018 Plan” or the “Plan”), which supersedes our 2008 Stock Option and Stock Incentive Plan. All future stock compensation grants will be issued under the 2018 Plan. Under the terms of the Plan, our Board of Directors may grant up to 1,200,000 shares of common stock in the form of shares of restricted stock, restricted stock units, stock appreciation rights, and stock options, or combinations thereof, to officers, directors, employees, consultants, and advisors. Grants under the Plan must be made on or before the tenth anniversary of the date the Plan was approved. Stock options are exercisable upon the terms set forth in each grant agreement approved by the Board of Directors, but in no event more than ten years from the date of grant. Restricted stock and restricted stock units vest in accordance with the terms set forth in each applicable award agreement approved by our Board of Directors. At December 31, 2024, 329,263 shares were available for grant under the Plan.

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

Prior to March 2020, we issued RSAs to certain employees and members of our Board of Directors. Grants were made in the form of time-based RSAs and performance-based RSAs. For all RSAs, we retain the restricted stock, and any dividends paid thereon, until the vesting restrictions have been met. For time-based RSAs, compensation cost is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date. Compensation cost related to those performance-based RSAs was recognized over the performance period and was calculated using the closing price per share of our common stock on the grant date and an estimate of the probable outcome of the performance conditions as of the reporting date. In 2019, we introduced performance-based RSAs that vest based on our total shareholder return ranking relative to the S&P Mid-Cap 400 Growth Index over a three-year performance period (market condition). For those awards containing a market condition, compensation cost is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common stock based on the application of a Monte Carlo simulation model. This valuation technique includes estimating the movement of stock prices and the effects of volatility, interest rates, and dividends.

We issue RSUs to certain employees and members of our Board of Directors. For time-based RSUs, compensation cost is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date. Performance-based RSUs granted starting in the year ended December 31, 2024 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).

For performance-based RSUs with a market condition, compensation cost is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common

stock based on the application of a Monte Carlo simulation model as discussed in the paragraph above. For performance-based RSUs with a performance condition, compensation cost is recognized over the performance period and is calculated using the closing price per share of our common stock on the grant date and an estimate of the probable outcome of the performance conditions as of the reporting date.

The following table summarizes the weighted average valuation assumptions used to calculate the fair value of total shareholder return performance-based RSUs containing a market condition granted:


	For the Year Ended December 31,
	2024			2023			2022
Share price	$	90.47		$	91.28		$	96.36
Expected dividend yield	0.0		%	0.0		%	0.0		%
Expected stock price volatility	33.4		%	32.8		%	38.3		%
Risk-free interest rate	4.4		%	4.6		%	1.6		%
Expected life	2.8 years			2.8 years			2.8 years

The share price is the Company’s closing share price as of the valuation date. The risk-free interest rate is based on the U.S. Treasury security with terms equal to the expected time of vesting as of the grant date. The weighted-average grant-date fair value of the RSUs containing a market condition granted during the years ended December 31, 2024, 2023, and 2022, were $138.58, $113.15, and $111.31, respectively.

Compensation cost related to performance-based and time-based RSAs and RSUs was $12.3 million, $9.1 million, and $7.2 million in the years ended December 31, 2024, 2023, and 2022, respectively, and was included in selling, general and administrative expenses in the Consolidated Statements of Operations. No cost was capitalized during the years ended December 31, 2024, 2023, and 2022.

The following table summarizes our RSA and RSU activity for the three years ended December 31, 2024:


	Shares	Weighted Average Fair Value
Balance at December 25, 2021	206,677	$	85.97
Granted	130,131	$	96.32
Vested	(55,255)	$	83.70
Canceled	(42,631)	$	85.89
Balance at December 31, 2022	238,922	$	92.07
Granted	112,893	$	95.34
Vested	(73,169)	$	80.63
Canceled	(21,092)	$	85.00
Balance at December 31, 2023	257,554	$	97.33
Granted	188,620	$	99.08
Vested	(75,305)	$	89.84
Canceled	(30,291)	$	111.29
Balance at December 31, 2024	340,578	$	97.84

As of December 31, 2024, there was approximately $18.4 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 years.

Cash flows resulting from tax deductions in excess of the tax effect of compensation cost recognized in the financial statements are classified as operating cash flows. The excess tax benefit generated from RSAs and RSUs was immaterial for all periods presented.

Stock Options

We grant stock options to certain employees. We expense the grant-date fair value of stock options as compensation cost over the vesting or performance period. Compensation cost charged against income for stock options was $1.6 million, $2.0 million, and $1.7 million in the years ended December 31, 2024, 2023, and 2022, respectively, and was included in selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during the years ended December 31, 2024, 2023, and 2022.

We used the Black-Scholes option valuation model to estimate the fair value of stock options granted. Expected volatility and expected dividend yield are based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using historical option exercise data. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date.

There were no stock options granted in 2024. The following table summarizes the weighted-average valuation assumptions used to calculate the fair value of options granted and the associated weighted-average grant-date fair values:


	For the Year Ended December 31,
	2023			2022
Expected dividend yield	0		%	0		%
Expected stock price volatility	35		%	34		%
Risk-free interest rate	4.3		%	1.8		%
Expected life of options	5.3 years			5.3 years
Weighted-average grant-date fair value	$	35.93		$	32.55

The following table summarizes our stock option activity for the three years ended December 31, 2024:


	Shares	Option Price per Share	Weighted Average Price		Weighted Average Remaining Terms (years)	Aggregate Intrinsic Value (in thousands)
Balance at December 25, 2021	233,396	$61.68– $103.61	$	77.85
Granted	79,749	$83.81 – $111.53	$	96.96
Exercised	(32,201)	$61.68 – $83.06	$	71.74
Canceled	(12,162)	$61.68 – $101.45	$	82.19
Balance at December 31, 2022	268,119	$61.68 –$111.53	$	84.03
Granted	79,404	$86.63 – $91.28	$	91.13
Exercised	(24,297)	$61.68 – $82.94	$	72.33
Expired	(7,488)	$81.91 – $101.45	$	91.24
Canceled	(4,521)	$82.94– $101.45	$	88.52
Balance at December 31, 2023	311,217	$61.68– $111.53	$	86.52

Exercised	(65,180)	$61.68 – $111.53	$	74.34
Expired	(7,228)	$91.28 – $101.45	$	94.71
Canceled	(4,520)	$91.28 – $101.45	$	97.64
Balance at December 31, 2024	234,289	$61.68 – $111.53	$	89.44	4.6	$	9,398
Exercisable at	135,471	$61.68 – $103.61	$	85.73	3.9	$	5,936

As of December 31, 2024, there was approximately $2.1 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 1.9 years.

Cash received from option exercises was $4.7 million, $1.2 million, and $1.0 million in the years ended December 31, 2024, 2023, and 2022, respectively. The tax benefit generated from option exercises was immaterial for all periods presented.

Employee Stock Purchase Plan. Our shareholders approved the Dorman Products, Inc. Employee Stock Purchase Plan (the “ESPP”), which makes available 1,000,000 shares of our common stock for sale to eligible employees. The purpose of the ESPP, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions and limited cash contributions by our employees. These contributions are used to purchase shares of the Company’s common stock at a 15% discount from the lower of the market price at the beginning or end of the purchase window. The two purchase windows are January to June and July to December. There were 28,674 shares, 29,650 shares, and 25,600 shares purchased under this plan during the years ended December 31, 2024, 2023, and 2022, respectively. Compensation cost under the ESPP plan was $1.1 million, $0.4 million, and $0.4 million in the years ended December 31, 2024, 2023, and 2022, respectively. The tax benefit generated from ESPP purchases was immaterial in the years ended December 31, 2024, 2023, and 2022, respectively.

Common Stock Repurchases. We periodically repurchase, at the then current market price, and cancel common stock issued to the Dorman Products, Inc. 401(k) 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 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:


	For the Year Ended December 31,
	2024		2023		2022
Shares repurchased and canceled	18,457		13,778		23,015
Total cost of shares repurchased and canceled (in thousands)	$	1,935	$	1,160	$	2,357
Average price per share	$	104.86	$	84.22	$	102.40

At December 31, 2024, the 401(k) Plan held 128,666 shares of our common stock.

Share Repurchase Program. Our Board of Directors previously authorized a share repurchase program. Under that program, and subsequent authorizations (the “Existing Program”), the Board authorized the repurchase of up to $600 million of our outstanding common stock through December 31, 2024. At December 31, 2024, $134.6 million was available for repurchase under this program. The Existing Program expired on December 31, 2024, along with all amounts that remained available for use under the Existing Program as of that date.

The New Program will operate just as the Existing Program had operated in that 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 New Program, similar to the Existing Program, will not obligate the Company to acquire any specific number of shares.

The following table summarizes the repurchase and cancellation of common stock:


	For the Year Ended December 31,
	2024		2023		2022
Shares repurchased and canceled	855,971		201,632		180,750
Total cost of shares repurchased and canceled (in thousands)	$	78,091	$	15,333	$	17,577
Average price per share	$	91.23	$	76.05	$	97.24

401(k) Retirement Plans. We have a 401(k) plan that cover substantially all of our employees as of December 31, 2024. Annual company contributions are discretionary in nature, in accordance with the

respective plan documents. Total expense related to the plans was $13.1 million, $9.1 million, and $8.2 million in the years ended December 31, 2024, 2023, and 2022, respectively.

14. Earnings Per Share

Basic earnings per share was calculated by dividing our net income by the weighted average number of common shares outstanding during the period, excluding unvested RSAs which are considered to be contingently issuable. To calculate diluted earnings per share, common share equivalents are added to the weighted average number of common shares outstanding. Common share equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards. Stock-based awards of approximately 190,000 shares, 297,500 shares, and 63,500 shares were excluded from the calculation of diluted earnings per share for the years ended December 31, 2024, 2023, and 2022, respectively, as their effect would have been anti-dilutive.

The following table sets forth the computation of basic earnings per share and diluted earnings per share:


	For the Year Ended December 31,
(in thousands, except per share data)	2024		2023		2022
Numerator:
Net income	$	190,004	$	129,259	$	121,549
Denominator:
Weighted average basic shares outstanding	30,797		31,455		31,434
Effect of compensation awards	159		78		109
Weighted average diluted shares outstanding	30,956		31,533		31,543
Earnings Per Share:
Basic	$	6.17	$	4.11	$	3.87
Diluted	$	6.14	$	4.10	$	3.85

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

ITEM 9A. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation, as of December 31, 2024, of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on our internal control over financial reporting. Their report appears below.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Dorman Products, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Dorman Products, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 27, 2025

ITEM 9B. 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 Agreement1	Aggregate Number of Securities to be Purchased or Sold
Donna M. Long SVP, Chief Information Officer	November 19, 2024	December 31, 2025	13,2202
Jeffrey L. Darby SVP, Sales and Marketing	December 5, 2024	June 30, 2025	11,6463
Steven L. Berman4 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. Berman.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None

PART III

ITEM 10. Directors, Executive Officers, and Corporate Governance.

Except for the information provided in PART I – ITEM 4.1, “Executive Officers of the Registrant” and as 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 sections entitled “Proposal I: Election of Directors,” and “Committees of the Board of Directors – Audit Committee.”

In addition, information regarding the Company’s insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities is incorporated by reference from our definitive proxy statement for our 2025 Annual Meeting of Shareholders under the section entitled “Executive Compensation: Compensation Discussion and Analysis – Insider Trading Policy.”

We have adopted a written code of ethics, the “Code of Ethics for Senior Financial Officers,” which applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller, and any other person performing similar functions (the “Code”). The Code is posted on our website DormanProducts.com. 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.

ITEM 11. Executive Compensation.

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 sections entitled “Director Compensation,” “Executive Compensation: Compensation Discussion and Analysis,” “Executive Compensation: Compensation Tables,” “Risk Assessment in Compensation Policies and Practices for Employees,” and “Compensation Committee Interlocks and Insider Participation.”

ITEM 12. 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) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted- average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected 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

ITEM 13. Certain Relationships and Related Transactions, and Director Independence.

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 sections entitled “Certain Relationships and Related Transactions” and “Corporate Governance - The Board of Directors and Director Independence.”

ITEM 14. Principal Accounting Fees and Services.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules.

(a)(1)Consolidated Financial Statements. Our Consolidated Financial Statements and related documents are provided in PART II - ITEM 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 185).

Consolidated Statements of Operations for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.

Consolidated Statements of Shareholders' Equity for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Notes to Consolidated Financial Statements.

(a)(2)Consolidated Financial Statement Schedules. The following consolidated financial statement schedule of the Company and related documents are filed with this Annual Report on Form 10-K:

Schedule II - Valuation and Qualifying Accounts.

(a)(3)Exhibits. Reference is made to ITEM 15(b) below.

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

(c)Financial Statement Schedule. Reference is made to ITEM 15(a)(2) above.

ITEM 16. Form 10-K Summary

None


Number						Title

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. Incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed on June 28, 2021. +

2.1.1						Unit Purchase Agreement, dated August 17, 2022, by and among Dorman Products, Inc., Super ATV, LLC, the Sellers listed on the signature pages thereto, and Lindsay Hunt, in her capacity as the Sellers’ Representative. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 18, 2022. +

2.1.2						Amendment, dated as of October 4, 2022 to Unit Purchase Agreement, dated August 17, 2022, by and among Dorman Products, Inc., Super ATV, LLC, the Sellers listed on the signature pages thereto, and Lindsay Hunt, in her capacity as the Sellers’ Representative. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 4, 2022 . +

3.1						Amended and Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 19, 2017.

3.2						Dorman Products, Inc. Amended and Restated By-Laws, as amended February 23, 2023. Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on May 2, 2023.


Number						Title

4.1						Specimen Common Stock Certificate of the Company. Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160979).

4.2						Amended and Restated Shareholders' Agreement dated as of July 1, 2006. Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.

4.3						Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on February 22, 2021.

10.1						Credit Agreement, dated August 10, 2021 by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of American, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021.

10.1.1						Amendment No. 1 to Credit Agreement, dated October 4, 2022 by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2022. +

10.1.2						Amendment No. 2 to Credit Agreement, dated July 1, 2024, by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on August 2, 2024. +

10.2†						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. 333-160979).

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. 333-160979).

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. 333-160979).

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. 333-160979).

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.


Number						Title
10.3.1†						Form of Non-Qualified Stock Option Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.3.2†						Form of Incentive Stock Option Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.3.3†						Form of Restricted Stock Award for grants under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.3.4†						Form of 2019 Chief Executive Officer Restricted Stock Award Agreement under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2019.

10.3.5†						Form of Dorman Products, Inc. Non-Qualified Stock Option Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2020.

10.3.6†						Form of Dorman Products, Inc. Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 2, 2020.

10.3.7†						Form of Dorman Products, Inc. Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 2, 2020.

10.3.8†						Form of Dorman Products, Inc. Restricted Stock Unit Award for Non-Employee Directors Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q for the quarter ended June 27, 2020.

10.3.9†						Amended Form of Dorman Products, Inc. Non-Qualified Stock Option Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.5.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 202 2 .

10.3.10†						Amended Form of Dorman Products, Inc. Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.5.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 202 2 .

10.3.11†						Amended Form of Dorman Products, Inc. Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.5.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 202 2 .

10.3.12†						CEO Amended Form of Dorman Products, Inc. Non-Qualified Stock Option Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.5.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 202 2 .

10.3.13†						CEO Amended Form of Dorman Products, Inc. Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.5.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 202 2 .


Number						Title
10.3.14†						CEO Amended Form of Dorman Products, Inc. Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.5.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 202 2 .

10.3.15†						Amended Form of Dorman Products, Inc. Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.4.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

10.3.16†						Amended Form of Dorman Products, Inc. Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

10.3.17†						CEO Amended Form of Dorman Products, Inc. Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. Incorporated by reference to Exhibit 10.4.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

10.3.18†						CEO Amended Form of Dorman Products, Inc. Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan. 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.

10.4†						Dorman Products, Inc. Nonqualified Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2011.

10.5†						Dorman Products, Inc. Amended and Restated Cash Bonus Plan adopted February 21, 2025*

10.6†						Amended and Restated Employment Agreement, dated December 28, 2015, between the Company and Steven Berman. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 28, 2015.

10.7†						Amended and Restated Employment Agreement between the Company and Kevin M. Olsen dated December 13, 2021. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2021.

10.8†						Offer Letter, dated January 24, 2019, between the Company and David Hession. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2019.

10.9†						Offer Letter, dated April 8, 2019, between the Company and Joseph P. Braun. 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.*

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

21						Subsidiaries of the Company.

23						Consent of Independent Registered Public Accounting Firm.


Number						Title

31.1						Certification of Chief Executive Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.

32						Certification of Chief Executive and Chief Financial Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.

97						Dorman Products, Inc. Incentive Compensation Clawback Policy adopted October 25, 2023. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2023.

101						The financial statements from the Dorman Products, Inc. Annual Report on Form 10-K for the year ended December 31, 2024, formatted Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations for the years ended December 31, 2024, December 31, 2023, and December 31, 2022; (ii) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023; (iii) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, December 31, 2023, and December 31, 2022; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023, and December 31, 2022; and (v) the Notes to Consolidated Financial Statements.

104						The cover page from the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith

† Management Contracts and Compensatory Plans, Contracts or Arrangements

+ The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

SIGNATURES

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.


			Dorman Products, Inc.

			By: /s/ Kevin M. Olsen
Date: February 27, 2025			Kevin M. Olsen President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Kevin M. Olsen

President, Chief Executive Officer and Director

February 27, 2025

Kevin M. Olsen

(principal executive officer)

/s/ David M. Hession

Senior Vice President, Chief Financial Officer and Treasurer

February 27, 2025

David M. Hession

(principal financial and accounting officer)

/s/ Lisa M. Bachmann

Director

February 27, 2025

Lisa M. Bachmann

/s/ Steven L. Berman

Non-Executive Chairman

Steven L. Berman

February 27, 2025

/s/ John J. Gavin

Director

John J. Gavin

February 27, 2025

/s/ Richard T. Riley

Director

Richard T. Riley

February 27, 2025

/s/ Kelly A. Romano

Director

Kelly A. Romano

February 27, 2025

/s/ G. Michael Stakias

Director

G. Michael Stakias

February 27, 2025

/s/ J. Darrell Thomas

Director

J. Darrell Thomas

February 27, 2025

SCHEDULE II: Valuation and Qualifying Accounts


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Allowance for doubtful accounts:
Balance, beginning of period	$	3,518	$	1,363	$	1,326
Provision	90		4,592		56
Charge-offs	(1,989)		(2,437)		(19)

Balance, end of period	$	1,619	$	3,518	$	1,363
Allowance for customer credits:
Balance, beginning of period	$	204,495	$	192,116	$	188,080
Provision	419,611		407,328		373,157
Charge-offs	(419,751)		(394,949)		(369,121)
Balance, end of period	$	204,355	$	204,495	$	192,116

Exhibit 10.5

DORMAN PRODUCTS, INC.
AMENDED AND RESTATED CASH BONUS PLAN

1.BACKGROUND AND PURPOSE

Dorman Products, Inc., a Pennsylvania corporation, hereby adopts the Dorman Products, Inc. Amended and Restated Cash Bonus Plan (the “Plan”), effective as provided in Paragraph 9. The purpose of the Plan is to align officers’ and other employees’ efforts with the strategic goals of the Company through competitive annual incentive opportunities.

2.DEFINITIONS

Under the Plan, except where the context otherwise indicates, the following definitions apply:

(a) “Affiliate” means, with respect to any Person, any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control,” including its correlative terms “controlled by” and “under common control with,” mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “Award” means a cash bonus award granted under the Plan. Except as otherwise provided by the Committee, an Award shall be expressed as the percentage of a Participant’s base salary payable for a Plan Year that shall become payable if the Targets established by the Committee are satisfied. The portion of an Award that shall be payable to a Participant shall be determined by the Committee in accordance with the rules established for the Award for each Plan Year.

(d) “Change in Control” means:

(i) Except as provided in Paragraph 2(d)(ii), “Change in Control” means (A) a change within a twelve-month period in the holders of more than 50% of the outstanding voting stock of the Company; or (B) any other events deemed to constitute a “change in control” by the Committee.

(ii) With respect to the distribution of amounts subject to an Award that constitute “deferred compensation” (within the meaning of Section 409A), the term “Change in Control” shall mean any transaction or series of transactions that constitutes a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A.

(e) “Committee” means the Compensation Committee of the Board, provided that all references to the Committee shall be treated as references to the Committee’s delegate with respect to any Award granted within the scope of the delegate’s authority pursuant to Paragraph 3(e).

(f) “Company” means Dorman Products, Inc., a Pennsylvania corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.

(g) “Date of Grant” means the date on which an Award is granted.

(h) “Disability” means:

(i) A Participant’s substantial inability to perform the Participant’s employment duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other health-related cause for a period of twelve (12) consecutive months or for a cumulative period of fifty-two (52) weeks in any twenty-four (24) consecutive-month period; or

(ii) If more favorable to the Participant, “Disability” as it may be defined in such Participant’s employment agreement between the Participant and the Company or an Affiliate, if any.

(i) “Eligible Employee” means an employee of the Company or an Affiliate, as determined by the Committee.

(j) “Participant” means an Eligible Employee who is granted an Award.

(k) “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.

(l) “Plan” means the Dorman Products, Inc. Amended and Restated Cash Bonus Plan as set forth herein, and as amended from time to time.

(m) “Plan Year” means the Company’s fiscal year.

(n) “Qualitative Performance Standards” means performance standards other than Quantitative Performance Standards, including but not limited to customer service, management effectiveness, workforce diversity and other Qualitative Performance Standards relevant to the Company’s business, as may be established by the Committee, and the achievement of which shall be determined in the discretion of the Committee.

(o) “Quantitative Performance Standards” means performance standards such as (a) income; (b) expense; (c) operating cash flow; (d) capital spending; (e) total shareholder return, (f) growth in revenues, sales, market share, gross income, net income, pre-tax income, pre-tax pre-bonus income, stock price, and/or earnings per share, return on assets, net assets, and/or capital, working capital, free cash flow and/or after tax cash flow, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation, and amortization (EBITDA); (g) return on shareholders’ equity, return on invested capital (h) economic or shareholder value added, acquisition of assets, (i) acquisition of companies; (j) creation of new joint ventures; (k) growth in new products; (l) lower product acquisition costs and/or improvements in costs and/or expenses, (m) ranking against peer companies designated by the Committee in one or more of the above categories; and (n) other objective financial or service-based standards relevant to the Company’s business as may be established by the Committee.

(p) “Section 16(b) Officer” means an officer of the Company who is subject to the short-swing profit recapture rules of Section 16(b) of the 1934 Act.

(q) “Target” means, for any Plan Year, the Qualitative Performance Standards and the Quantitative Performance Standards established by the Committee, in its discretion. Qualitative Performance Standards, Quantitative Performance Standards and the weighting of such Standards may differ from Plan Year to Plan Year, and within a Plan Year, may differ among Participants or classes of Participants.

(r) “Terminating Event” means any of the following events:

(i) the liquidation of the Company; or

(ii) a Change in Control.

3.ADMINISTRATION OF THE PLAN

(a) Administration. The Plan shall be administered by the Committee. The Committee shall have the power and duty to do all things necessary or convenient to affect the intent and purposes of the Plan and not inconsistent with any of the provisions hereof, whether or not such powers and duties are specifically set forth herein, and, by way of amplification and not limitation of the foregoing, the Committee shall have the power to:

(i) provide rules and regulations for the management, operation and administration of the Plan, and, from time to time, to amend or supplement such rules and regulations;

(ii) construe the Plan, which construction, as long as made in good faith, shall be final and conclusive upon all parties hereto;

(iii) correct any defect, supply any omission, or reconcile any inconsistency in the Plan in such manner and to such extent as it shall deem expedient to carry the same into effect, and it shall be the sole and final judge of when such action shall be appropriate; and

(iv) determine whether the conditions to the payment of a cash bonus pursuant to an Award have been satisfied.

The resolution of any questions with respect to payments and entitlements pursuant to the provisions of the Plan shall be determined by the Committee, and all such determinations shall be final and conclusive.

(b) Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to select those Eligible Employees to whom Awards shall be granted under the Plan, to determine the amount of cash to be paid pursuant to each Award, and, pursuant to the provisions of the Plan, to determine the terms and conditions of each Award.

(c) Exculpation. No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has breached or failed to perform the duties of the office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Paragraph 3(c) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute.

(d) Indemnification. Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be entitled without further act on the member’s part to indemnity from the Company to the fullest extent provided by applicable law and the Company’ s Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which the person may be involved by reason of the person’s being or having been a member of the Committee, whether or not the person continues to be such member of the Committee at the time of the action, suit or proceeding.

(e) Delegation of Authority. The Committee may delegate its authority with respect to the grant, amendment, interpretation and administration of Awards, other than Awards to Section 16(b) Officers, to a person, persons or committee, in its sole and absolute discretion. Actions taken by the Committee’s duly authorized delegate shall have the same force and effect as actions taken by the Committee. Any delegation of authority pursuant to this Paragraph 3(e) shall continue in effect until the earliest of:

(i) such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority;

(ii) in the case of delegation to a person that is conditioned on such person’s continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or

(iii) the delegate shall notify the Committee that he or she declines to continue to exercise such authority.

(f) Participant Information. The Company shall furnish to the Committee in writing all information the Company deems appropriate for the Committee to exercise its powers and duties in administration of the Plan. Such information shall be conclusive for all purposes of the Plan and the Committee shall be entitled to rely thereon without any investigation thereof; provided, however, that the Committee may correct any errors discovered in any such information.

4.ELIGIBILITY

Awards may be granted only to Eligible Employees of the Company and its Affiliates, as determined by the Committee. No Awards shall be granted to an individual who is not an Eligible Employee of the Company or an Affiliate of the Company.

5.AWARDS

The Committee may grant Awards in accordance with the Plan. The terms and conditions of Awards shall be as determined from time to time by the Committee, consistent, however, with the following:

(a) Time of Grant. Awards may be granted at any time from the date of adoption of the Plan by the Board until the Plan is terminated by the Board or the Committee.

(b) Non-uniformity of Awards. The provisions of Awards need not be the same with respect to each Participant.

(i) Except as otherwise provided by the Committee, Awards shall be expressed as a percentage of a Participant’s base salary.

(ii) The Committee shall establish such conditions on the payment of a bonus pursuant to an Award as it may, in its sole discretion, deem appropriate.

(iii) The Award may provide for the payment of Awards in installments, or upon the satisfaction of Qualitative Performance Standards or Quantitative Performance Standards, on an individual, divisional or Company-wide basis, as determined by the Committee.

(iv) Each Participant shall be entitled to receive payment of the Award for a Plan Year only after certification by the Committee that the Targets associated with the Award as established by the Committee for such Plan Year have been satisfied. Final payments with respect to Awards will vary based on the level of achievement measured against the pre-determined performance measures.

(v) Except as provided in Paragraph 5(d)(ii) or as may be approved by the Committee, each Participant must be employed full-time on the date of payment to receive the amount earned under the Award. Except as otherwise provided by the Committee, Awards shall be paid on or before March 15th following the end of the Plan Year in which payment under the Award is earned.

(vi) For purposes of calculating whether any Quantitative Performance Standard has been met, the following effects may be eliminated: (a) non-recurring items generally excluded from earnings per share and earnings before interest, taxes and depreciation by institutional investors or analysts when evaluating the Company’s performance, such as one-time gains from asset sales, dispute or litigation charges or recoveries, impairment charges, acts of God, and restructuring charges, but including normal provisions for slow moving and obsolete inventory and accounts receivable; (b) any acquisitions, divestitures, discontinuance of business operations, or restructuring, and (c) the cumulative effect of any accounting changes.

(vii) Notwithstanding the determination of the amount payable to a Participant under an Award with respect to any Plan Year under the Plan, the Committee shall have the discretion to reduce or eliminate the amount otherwise payable to a Participant if it determines that such a reduction or elimination of the amount payable is in the best interests of the Company.

(d) Transfer and Termination of Participant’s Employment.

(i) Transfer of Employment. A transfer of an Eligible Employee between two employers, each of which is the Company or an Affiliate of the Company (a “Transfer”), shall not be deemed a termination of employment. The Committee may grant Awards pursuant to which the Committee reserves the right to modify the calculation of an Award in connection with a Transfer. In general, except as otherwise provided by the Committee at the time an Award is granted or in connection with a Transfer, upon the Transfer of a Participant between Affiliates or divisions while an Award is outstanding and unexpired, the outstanding Award shall be treated as having terminated and expired, and a new Award shall be treated as having been made, effective as of the effective date of the Transfer, for the portion of the Award which had not expired or been paid, but subject to the performance and payment conditions applicable generally to Awards for Participants who are employees of the transferee Affiliate or division, all as shall be determined by the Committee in an equitable manner.

(ii) Termination of Employment. The Committee, in its sole and absolute discretion and to the extent permitted under and in accordance with Section 409A, may, but is not required to, make a full or pro-rated payment to a Participant for a Plan Year in the event of the Participant’s death, Disability, retirement, or termination of employment during the Plan Year or after the end of the Plan Year; provided, that payments shall only be made on the earlier of (i) the death or Disability of the Participant or (ii) the payment date established under Paragraph 5(c)(v).

6.AMENDMENT AND TERMINATION

The Company reserves the right in its Board (or a duly authorized committee thereof) to amend, suspend or terminate the Plan or to adopt a new plan in place of this Plan at any time.

7.MISCELLANEOUS PROVISIONS

(a) Unsecured Creditor Status. A Participant entitled to payment of an Award hereunder shall rely solely upon the unsecured promise of the Company, as set forth herein, for the payment thereof, and nothing herein contained shall be construed to give to or vest in a Participant or any other person now or at any time in the future, any right, title, interest, or claim in or to any specific asset, fund, reserve, account, insurance or annuity policy or contract, or other property of any kind whatever owned by the Company, or in which the Company may have any right, title, or interest, nor or at any time in the future.

(b) Non-Assignment of Awards. No amount potentially payable under this Plan nor any right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, garnishment, execution or levy of any kind or charge before the date on which payment is made, and any attempt to anticipate, alienate, sell, assign, pledge, encumber and to the extent permitted by applicable law, charge, garnish, execute upon or levy upon the same shall be void and shall not be recognized or given effect by the Company. Except as expressly provided by the Committee, the rights and benefits under the Plan shall not be transferable or assignable other than by will or the laws of descent and distribution.

(c) Other Company Plans. It is agreed and understood that any benefits under this Plan are in addition to any and all benefits to which a Participant may otherwise be entitled under any other contract, arrangement, or voluntary pension, profit sharing or other compensation plan of the Company, whether funded or unfunded, and that this Plan shall not affect or impair the rights or obligations of the Company or a Participant under any other such contract, arrangement, or voluntary pension, profit sharing or other compensation plan.

(d) Separability. If any term or condition of the Plan shall be invalid or unenforceable to any extent or in any application, then the remainder of the Plan, with the exception of such invalid or unenforceable provision, shall not be affected thereby, and shall continue in effect and application to its fullest extent.

(e) Continued Employment. Neither the establishment of the Plan, any provisions of the Plan, nor any action of the Committee shall be held or construed to confer upon any Participant the right to a continuation of employment by the Company. The Company reserves the right to dismiss any employee (including a Participant), or otherwise deal with any employee (including a Participant) to the same extent as though the Plan had not been adopted.

(f) Incapacity. If the Committee determines that a Participant is unable to care for his affairs because of illness or accident, any benefit due such Participant under the Plan may be paid to his spouse, child, parent, or any other person deemed by the Committee to have incurred expense for such Participant (including a duly appointed guardian, committee, or other legal representative), and any such payment shall be a complete discharge of the Company’s obligation hereunder.

(g) Reporting and Withholding. The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state and/or local income or other taxes incurred by reason of payments pursuant to the Plan or to report any amounts paid or payable under this Plan.

(h) Application of Company Clawback Policy. All Awards under the Plan shall be subject to the provisions of any clawback or recoupment policy approved by the Board and/or Committee, as such policy may be in effect from time to time.

8.GOVERNING LAW

The Plan and all determinations made, and actions taken, pursuant to the Plan shall be governed in accordance with Pennsylvania law.

9.EFFECTIVE DATE

The Plan is effective for cash bonus awards granted on or after February 20, 2025.

Exhibit 10.10

FINAL VERSION

DORMAN PRODUCTS, INC.
EXECUTIVE SEVERANCE PLAN

Plan Document/Summary Plan Description

Dorman Products, Inc. (the “Company”) has adopted the Dorman Products, Inc. Executive Severance Plan (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries (hereinafter referred to as the “Company Group”), on the terms and conditions hereinafter stated, effective as of the Effective Date.

The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA. Rather, the Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b). Accordingly, any benefits paid pursuant to the terms of the Plan are not deferred compensation for purposes of ERISA, and no Participant shall have a vested right to such benefits. To the extent applicable, it is intended that portions of the Plan either comply with or be exempt from the provisions of Section 409A of the Code. The Plan shall be administered in a manner consistent with this intent and any provision that would cause the Plan to fail to either constitute a welfare benefit plan under ERISA or comply with or be exempt from Section 409A of the Code, as the case may be, shall have no force and effect. This document serves as both the plan document as required under Section 402 of ERISA as well as a summary plan description as required under Section 104(b) of ERISA.

1.Definitions.

(a)“Accrued Obligations” means (i) all accrued but unpaid Base Salary through the date of a Covered Termination, (ii) any unpaid or unreimbursed expenses incurred in accordance with the policies of the Employer, and (iii) any benefits provided under the employee benefit plans and programs of the Company Group in which the Participant participates immediately prior to, and is due upon or continues after, a termination of employment, including rights with respect to Company equity (or equity derivatives) and rights with respect to Company nonqualified deferred compensation arrangements.

(b)“Affiliate” has the meaning set forth in the Stock Plan.

(c)“Annual Bonus Program” means the annual cash incentive bonus program in which the Participant participates as of the date of such Participant’s Covered Termination.

(d)“Anticipatory Termination” means a Covered Termination occurring within the three months prior to the occurrence of a Change in Control; provided, that it is reasonably demonstrated that such termination (A) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control (and such transaction is actually consummated) or (B) otherwise arose in connection with or in anticipation of the Change in Control (and such transaction is actually consummated).

(e)“Asset Sale” means a Change in Control resulting from the consummation of a sale or other disposition of all or substantially all of the assets of the Company.

(f)“Award” has the meaning set forth in the Stock Plan.

(g)“Base Salary” means the Participant’s then current annual base salary rate immediately prior to his or her Covered Termination (or, if higher, the annual base salary immediately prior to an event that constitutes Good Reason hereunder), and determined without regard to any salary deferrals under any deferred compensation or cafeteria plans or programs of the Company Group in which the Participant participates.

(h)“Board” means the Board of Directors of the Company.

(i)“Cash Severance Amount” means, with respect to any Participant, the “Cash Severance Amount”, as set forth on Appendix A or Appendix B, in each case, as attached hereto, as applicable, based on such Participant’s category or job title.

(j)“Cause” means the occurrence of any of the following as determined by the Committee:

(i)the Participant’s willful and continued failure to attempt in good faith substantially to perform the Participant’s employment duties (other than any such failure resulting from the Participant’s incapacity due to a Disability); provided, however, that the Company shall have provided the Participant with written notice that such actions are occurring and, where practical, the Participant has been afforded at least 15 days to cure same;

(ii)the Participant’s indictment for, or conviction or plea of guilty or nolo contendere to, a felony or any other crime involving moral turpitude or dishonesty; or

(iii) the Participant’s willfully engaging in misconduct in the performance of the Participant’s duties for the Employer or other than in the performance of the Participant’s duties for the Employer (including, but not limited to, theft, fraud, embezzlement and securities law violations, a violation of the Company’s “Code of Ethics and Business Conduct” or other written policies, or a material breach of the Non-Disclosure Agreement or any other restrictive covenants to which the Participant is subject) that is materially injurious to the Company, or, in the good faith determination of the Committee, is potentially materially injurious to the Company, monetarily or otherwise.

For purposes of this Section 1(j), no act, or failure to act, on the part of the Participant shall be considered “willful,” unless done, or omitted to be done, by the Participant in bad faith and without a reasonable belief that the Participant’s action or omission was in, or not opposed to, the best interests of the Company (including reputationally). Prior to any termination for Cause, the Participant will be given five business days written notice specifying the alleged Cause event. After providing the notice in foregoing sentence, the Board or the Chief Executive Officer of the Company may suspend the Participant with full pay and benefits until a final determination has been made.

(k)“Change in Control” has the meaning set forth in the Stock Plan.

(l)“Change in Control Covered Termination” means a (i) a Covered Termination occurring within the two-year period following a Change in Control or (ii) an Anticipatory Termination.

(m)“Claims Administrator” means the Committee or such other individual or group of individuals as may be appointed as the claims administrator under the Plan by the Committee from time to time.

(n)“Clawback Policy” means any clawback, forfeiture or other similar policy adopted by the Board or the Committee from time to time.

(o)“COBRA Payment” means, provided the Participant validly elects continuation coverage under COBRA or similar state law for the Participant, his spouse and/or dependents, an amount equal to the monthly COBRA premium for continued health insurance coverage payable in monthly installments (or apply such amount to the payment of such continuation coverage) over the number of months in the Subsidized COBRA Period set forth on Appendix A or Appendix B, in each case, as attached hereto, as applicable, based on such Participant’s category, job title or other classification.

(p)“Code” means the Internal Revenue Code of 1986, as amended, and the rules, regulations or other interpretative guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(q)“Committee” means the Compensation Committee of the Board.

(r)“Covered Termination” means a Participant’s termination of employment with the Employer by the Employer without Cause or by the Participant for Good Reason; provided, however, that no such termination shall be considered a Covered Termination if such Participant’s employment with the Employer is terminated:

(i)solely by reason of a transfer to the employ of another member of the Company Group;

(ii)upon the expiration of a leave of absence by reason of his or her failure to return to work at such time unless, at such time, there is not an available position for which such Participant is qualified, or

(iii)in connection with an Asset Sale if either (A) in connection with such Asset Sale such Participant was offered employment with the purchaser or an Affiliate thereof in an Asset Sale (I) within a 25-mile radius of such Participant’s current work site for a comparable position and (II) with the same or greater Base Salary, and with comparable annual bonus and equity compensation opportunity, and the Participant fails to accept such employment offer, or (B) notwithstanding the comparable terms and conditions of employment being available within a 25-mile radius, such Participant voluntarily elected not to participate in the selection process for employment with the purchaser or an Affiliate thereof in an Asset Sale.

(s)“Disability” means a Participant’s substantial inability to perform Participant’s duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other health-related cause for a period of 12 consecutive months or for a cumulative period of 52 weeks in any 24 consecutive-month period.

(t)“Effective Date” means December 26, 2021.

(u)“Eligible Employee” means each non-union, salaried, full-time employee of the Company Group (x) with the title of President, Senior Vice President or Executive Vice President or (y) who is designated in writing by the Chief Executive Officer of the Company as an Eligible Employee. Eligible Employees shall, in no event, include: (i) independent

contractors, (ii) temporary employees, (iii) individuals treated other than as employees for federal income and employment tax purposes at the time such individual performs services, (iv) employees who are regularly scheduled to work less than 20 hours per week, and (v) individuals who the Company designates as “non-benefits eligible.”

(v)“Employer” means, with respect to any Participant, the member of the Company Group by which such Participant is employed.

(w)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules, regulations or other interpretive guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(x)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules, regulations or other interpretive guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(y)“Good Reason” means the occurrence of any of the following events without the Participant’s consent:

(i)a material diminution in the Participant’s title, authorities, duties or responsibilities;

(ii)any reduction in the Participant’s Base Salary, other than a reduction of not more than 15% implemented in connection with an across-the-board reduction affecting all similarly-situated executive employees of the Company;

(iii)a change in the Participant’s primary place of employment such that the Participant’s commute increases by at least 25 miles;

(iv)the assignment to the Participant of duties or responsibilities which are materially inconsistent with any of the Participant’s duties and responsibilities;

(v)the failure of any purchaser (or an Affiliate thereof) in an Asset Sale by agreement in writing, to expressly, absolutely and unconditionally assume and agree to perform the Plan, in the same manner and to the same extent that the Company would be required to perform the Plan if no such Asset Sale had taken place; or

(vi)upon or within twenty-four (24) months following a Change in Control , (A) a reduction in the Participant’s Base Salary in effect immediately prior to the Change in Control or (B) a material reduction in the sum of (1) the Participant’s Target Bonus for the last completed fiscal year immediately prior to the Change in Control plus (2) the grant date fair value of equity or equity-based awards granted to the Participant under the Stock Plan for the last completed fiscal year immediately prior to the Change in Control;

provided, that any of the events described in clauses (i) – (iv) and (vi) above shall constitute Good Reason only if the Participant provides the Company (or applicable employer following a Change in Control) with written objection to the event or condition within 90 days following the occurrence thereof, the Company (or applicable employer following a Change in Control) does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and the Participant resigns employment within 30 days following the expiration of that cure period.

(z)“Non-Disclosure Agreement” shall mean the Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement substantially in the form attached hereto as

Exhibit A, as may be updated or amended from time to time to reflect changes in law and/or differences in applicable state law.

(aa)“Other Severance Arrangements” means any plans, policies, guidelines, arrangements, agreements, letters and/or other communication, whether formal or informal, written or oral sponsored by the Company or any of its Affiliates and/or entered into by any representative of the Company or any of its Affiliates that might otherwise provide severance benefits upon a Covered Termination.

(bb) “Participant” means an Eligible Employee who is designated as a Participant by the Committee, subject to the requirements of Section 2. For purposes hereof, the Committee shall be permitted to (i) designate groups of Eligible Employees by category, job title or other classification it deems appropriate as Participants without the need to identify any individual Participant by name, provided that the Committee may determine in its sole discretion that any one or more Eligible Employees within a designated group shall not be a Participant in the Plan and (ii) delegate to Company management the authority to determine whether specific individuals qualify as Participants within the parameters set forth by the Committee.

(cc) “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(dd) “Pro-Rata Bonus” means an amount equal to the product of (A) the actual annual bonus the Participant would be eligible to receive under the Annual Bonus Plan based on the Committee’s good faith estimate of the achievement of the applicable qualitative and quantitative performance standards established for the year in which the Participant’s employment with the Employer terminates, using actual Company performance through the date of termination, as well as the Company’s projected performance for the remainder of the fiscal year to which such annual bonus relates using the Company’s most recent financial forecast (in each case, consistent with the terms of the Annual Bonus Program and past practice) multiplied by (B) a fraction, the numerator of which is the number of days the Participant worked during the year in which the Participant’s employment with the Employer terminates and the denominator of which is 365.

(ee) “Release Agreement” means a release of claims in the form customarily provided by the Company Group to terminated employees, pursuant to which a Participant may be required to (i) acknowledge the receipt of the severance payment and other benefits, and (ii) release the Company and its Affiliates (including the Employer and its Affiliates) and other Persons designated by the Company from any liability arising from his or her employment or termination thereof (other than with respect to the Participant’s rights under the Plan).

(ff) “Stock Plan” means the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan, as amended from time to time (or any successor plan thereto adopted by the Company for the purpose of providing equity and other incentive compensation to the employees and other service providers of the Company or its Affiliates).

(gg) “Subsidized COBRA Period” means, with respect to any Participant, the period set forth on Appendix A or Appendix B, in each case, as attached hereto, as applicable, based on such Participant’s category, job title or other classification.

(hh) “Target Bonus” means the Participant’s target annual bonus under the Annual Bonus Program.

2.Eligibility.

Except as otherwise provided under the Plan, each Participant is eligible to receive severance pay and severance benefits under the Plan if such Participant:

(a)remains in the employ of the Employer through the date of a Covered Termination, death or Disability.

(b)fulfills the normal responsibilities of such Participant’s position, including, but not limited to, meeting regular attendance, specific transitional activities, workload and other standards of the Employer, and

(c)executes and submits a Non-Disclosure Agreement in connection with, and no later than 30 days following, becoming a Participant under the Plan.

3.Termination of Employment.

(a)Payments on Covered Termination that is not a Change in Control Covered Termination. If a Participant whose category or job title is designated on Appendix A hereto undergoes a Covered Termination that is not a Change in Control Covered Termination, in addition to any Accrued Obligations, subject to such Participant’s execution, delivery to the Company, and non-revocation of a Release Agreement, as contemplated in subsection (e) below, and continued compliance with the Non-Disclosure Agreement, such Participant shall be entitled to the following payments and benefits:

(i)the Pro-Rata Bonus, which will be payable to the Participant in a lump sum within 60 days following the date of termination, and

(ii)(A) the applicable Cash Severance Amount set forth on Appendix A, payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time over the applicable number of months set forth on Appendix A, commencing on the 60th day following the date of termination, provided that the first such payment shall include all amounts that would have been paid to the Participant in accordance with the Company’s payroll practices if such payments had begun on the date of the Participant’s Covered Termination; (B) the COBRA Payment, payable in monthly installments during the Subsidized COBRA Period (or apply such amount to the payment of such continuation coverage), commencing on the 60th day following the date of termination, provided that the first such payment shall include all amounts that would have been paid or provided to Participant in accordance with the Company’s payroll practices if such payments had begun on the date of the Participant’s Covered Termination; and (C) outplacement services that are directly related to the type of services the Participant provided to the Company and are actually provided by an outplacement services firm for the time period that is equal to the Subsidized COBRA Period; provided that the cost of such outplacement services may not exceed $50,000.

Notwithstanding anything in the Plan to the contrary, with respect to any Participant who undergoes a Covered Termination that is subsequently determined to have been an Anticipatory Termination upon the occurrence of a Change in Control, such Participant shall be entitled to receive any incremental payments and benefits under Section 3(b) to which such Participant would otherwise have been entitled if such Participant’s Covered Termination was initially determined to have been a Change in Control Covered Termination.

Notwithstanding anything in the Plan to the contrary, and for the avoidance of doubt, if a Participant’s category or job title is not set forth on Appendix A hereto, or if the Participant has not otherwise been designated as a Participant by the Committee (or its designee), such Participant is ineligible to receive any payments and benefits under this Section 3(a).

(b)Payments on Change in Control Covered Termination. If a Participant whose category or job title is designated on Appendix B hereto undergoes a Change in Control Covered Termination, in addition to any Accrued Obligations, subject to such Participant’s execution, delivery to the Company, and non-revocation of a Release Agreement, as contemplated in subsection (e) below, and continued compliance with the Non-Disclosure Agreement, such Participant shall be entitled to the following payments and benefits in lieu of the payments and benefits set forth in Section 3(a):

(i)the Pro-Rata Bonus, which will be payable to the Participant in a lump sum within 60 days following the date of termination, and

(ii)(A) a lump-sum cash payment equal to the applicable Cash Severance Amount set forth on Appendix B, payable within 60 days following the date of the Participant’s Change in Control Covered Termination; provided, however, if the Participant incurs a Change in Control Covered Termination and (x) such termination is an Anticipatory Termination or (y) the Change in Control does not constitute a change in control within the meaning of Section 409A(a)(2)(A)(v) of the Code, the portion of the applicable Cash Severance Amount set forth on Appendix A shall continue to be paid to the Participant in accordance with the usual payroll practices of the Company as set forth in Section 3(a)(ii)(A) and the portion of the applicable Cash Severance Amount set forth on Appendix B in excess thereof shall be paid to the Participant in a lump sum sixty (60) days after the consummation of the Change in Control; (B) the COBRA Payment, payable in monthly installments during the Subsidized COBRA Period (or apply such amount to the payment of such continuation coverage), commencing on the 60th day following the date of termination, provided that the first such payment shall include all amounts that would have been paid or provided to Participant in accordance with the Company’s payroll practices if such payments had begun on the date of the Participant’s Covered Termination; and (C) outplacement services that are directly related to the type of services the Participant provided to the Company and are actually provided by an outplacement services firm for the time period that is equal to the lesser of (I) the Subsidized COBRA Period and (II) the period beginning on the date of the Participant’s Change in Control Covered Termination and ending on the 18-month anniversary thereof; provided that the cost of such outplacement services may not exceed $50,000.

Notwithstanding anything in the Plan to the contrary, and for the avoidance of doubt, if a Participant’s category or job title is not set forth on Appendix B hereto, or if the Participant has not otherwise been designated as a Participant by the Committee (or its designee), such Participant is ineligible to receive any payments and benefits under this Section 3(b).

Payments and benefits described under subsections (a) and (b) may be made by the Company or any other member of the Company Group, as determined by the Company in its sole discretion, including, without limitation, the Employer.

(c)Payments on Death or Disability. In the event a Participant’s employment with the Employer is terminated due to such Participant’s death or Disability, in addition to any Accrued Obligations, the Participant (or the Participant’s estate, as applicable) shall receive the Pro-Rata Bonus, payable in a lump sum within 60 days following the date of termination; provided, however, in the case of the Participant’s termination due to Disability, the Participant

must execute, deliver to the Company, and not revoke the Release Agreement, as contemplated in subsection (f) below, and continue to comply with the Non-Disclosure Agreement.

(d)Other Termination Events. If a Participant’s employment is terminated for any reason other than pursuant to a Covered Termination, death or Disability, such Participant shall not be entitled to the payment of any severance or other benefits under the Plan.

(e)Release Agreement. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to this Section 3 (other than the Accrued Obligations) shall be conditioned upon a Participant’s execution, delivery to the Company, and non-revocation of the Release Agreement (and the expiration of any revocation period contained in such Release Agreement) within 60 days following the date of a Covered Termination. If a Participant fails to execute the Release Agreement in such a timely manner so as to permit any revocation period to expire prior to the end of such 60-day period, or timely revokes his or her acceptance of such release following its execution, such Participant shall not be entitled to payment of any severance and other benefits under the Plan. Further, to the extent that any of the payments hereunder constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of such Covered Termination, but for the condition of executing the Release Agreement as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day, after which any remaining payments shall thereafter be provided to the Participant according to the applicable schedule set forth herein.

(f)Clawback/Forfeiture. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsections (a) or (b) above (other than the Accrued Obligations) shall be conditioned upon and subject to the Clawback Policy.

4.Treatment of Awards.

Any outstanding Awards granted to the Participant under the Stock Plan shall vest in accordance with the terms of the Stock Plan and applicable award agreement.

5.Additional Terms.

(a)Taxes. Severance and other payments and benefits under the Plan will be subject to all required federal, state and local taxes and may be affected by any legally required withholdings. Payments under the Plan are not deemed “compensation” for purposes of the retirement plans, savings plans, and incentive plans of the Company Group. Accordingly, no deductions will be taken for any retirement and savings plan and such plans will not accrue any benefits attributable to payments under the Plan.

(b)Set Off; Mitigation. The Company’s obligation to pay the Participant the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim, or recoupment of amounts owed by the Participant to the Company or its Affiliates. The Participant shall not be required to mitigate the amount of any payment provided pursuant to the Plan by seeking other employment or otherwise, and the amount of any payment provided for pursuant to the Plan shall not be reduced by any compensation earned as a result of the Participant’s other employment or otherwise.

(c)Specified Employees. Notwithstanding anything herein to the contrary, if (i) at the time of a Participant’s Covered Termination, such Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or

benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the commencement of the payment of any such payments or benefits hereunder will be deferred (without any increase or decrease in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following such Participant’s Covered Termination (or the earliest date that is permitted under Section 409A of the Code), and (ii) any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by or at the direction of the Committee, that does not cause such an accelerated or additional tax or result in additional cost to the Company. The Company shall consult with its legal counsel and tax advisors in good faith regarding the implementation of this Section 5(c); provided, however, that none of the Company any other member of the Company Group, or any of their respective employees or representatives, shall have any liability to the Participant with respect thereto.

6.Termination or Amendment of the Plan.

The Plan may be amended, terminated or discontinued in whole or in part, at any time and from time to time at the discretion of the Board or the Committee; provided, however, that no such amendment, termination or discontinuance shall, without a Participant’s consent, adversely affect any Participant that has undergone a Covered Termination prior to the effective date of any such amendment, termination or discontinuance; provided further, that following (x) the date the Company has entered into an agreement the consummation of which would result in a Change in Control (until such time as the Change in Control occurs or such agreement is terminated) or (y) a Change in Control, the Plan may not be amended, terminated or discontinued in whole or in part, at any time prior to the second anniversary of the date of such Change in Control without the written consent of an affected Participant.

7.Limitation of Certain Payments.

In the event that any payments and/or benefits due to a Participant under the Plan and/or any other arrangements are determined by the Company to constitute “excess parachute payments” as defined under Section 280G of the Code, any cash severance payable under the Plan shall be reduced by the minimum amount necessary, subject to the last sentence of this paragraph, such that the present value of such parachute payments is below 300% of such Participant’s “base amount” (as defined under Section 280G of the Code), and by accepting participation in the Plan, each Participant agrees to waive his or her rights to any “parachute payments” (as defined under Section 280G of the Code) sufficient to reduce such parachute payments to below such threshold; provided, however, in no event shall such cash severance be reduced below zero. Notwithstanding the foregoing, no payments or benefits shall be reduced under this Section 7 unless (a) the net amount of such payments and benefits, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced payments and benefits), is greater than or equal to (b) the net amount of such payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such payments and benefits and the amount of excise tax imposed under Section 4999 of the Code as to which such Participant would be subject in respect of such unreduced payments and benefits and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced payments). For purposes hereof, (i) the order in which any amounts are deemed to be reduced, if applicable, is

(A) cash payments, (B) other non-cash forms of benefits, and (C) equity-based payments and acceleration of vesting, and (ii) within any such category of payments and benefits (that is, (i)(A), (i)(B) or (i)(C) above), (A) a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are and (B) to the extent that any such amounts are to be made over time (e.g., in installments, etc.), then the amounts shall be reduced in reverse chronological order.

8.Claims Procedure.

(a)Processing Claims. If an individual is not selected for participation in the Plan or does not satisfy the conditions for eligibility in the Plan, he or she is not entitled to benefits and/or payments under the Plan. A claim for benefits under the Plan must be filed within 180 days following the date that such Participant’s claim for benefits is denied. If an individual fails to act within the 180-day limit, the individual loses the right to have his or her claim reviewed.

(b)Decision. The processing of claims for benefits and payments under the Plan will be carried out as quickly as possible. If an individual’s claim for benefits under the Plan is denied, the individual will receive a written notice of such denial within 90 days of receipt of such individual’s claim. In special cases, an additional 90 days may be needed and such individual will be notified in this case within such initial 90-day period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Claims Administrator expects to render the benefit determination. Any written notice denying an individual’s claim for benefits under the Plan will include:

(i)specific reasons as to why the claim was denied,

(ii)clear reference to the Plan provisions upon which the denial is based,

(iii)a description of any additional material or information to further support the claim, and the reasons why these are necessary, and

(iv)a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the individual’s right to bring a civil action under Section 502 of ERISA following an adverse benefit determination on review.

(c)Request for Review of Denial of Benefits. The individual or his or her authorized representative may request a review of his or her claim by giving written notice to the Claims Administrator. Each individual has the right to have representation, review pertinent documents, and present written issues and comments. An individual shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to such individual’s claims for benefits. An individual’s request must be made not later than 60 days after he or she receives the notice of denial. If an individual fails to act within the 60-day limit, the individual loses the right to have his or her claim reviewed.

(d)Decision on Review. Upon receipt of a request for review from an individual, the Claims Administrator shall make a full and fair evaluation of the denied claim and may require additional documents necessary for such a review. The Claims Administrator shall make a decision within 60 days from receipt of the individual’s request. Such decision will take into account all comments, documents, records, and other information submitted by such individual relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. In special cases, an additional 60 days may be needed and such individual will be notified in this case within such initial 60-day period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the

Claims Administrator expects to render the benefit determination. In no event shall the decision be made more than 120 days after receipt of the individual’s request for review. The decision on the review shall be in writing and shall include specific reasons for the decision. The final decision of the Claims Administrator shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed. Any written notice denying an individual’s appeal for benefits under the Plan will include:

(i)specific reasons as to why the appeal was denied,

(ii)clear reference to the Plan provisions upon which the denial is based,

(iii)a statement that the individual is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the individual’s appeal for benefits, and

(iv)a statement describing any voluntary appeals procedures offered by the Plan and the individual’s right to obtain the information about such procedures, and a statement of the individual’s right to bring a civil action under Section 502 of ERISA.

(e)In Case of Clerical Error. If any information regarding an individual is incorrect, and the error affects his or her benefits, the correct information will determine the extent, if any, of the individual’s benefits under the Plan.

9.Miscellaneous.

(a)No Right to Continued Employment. Nothing contained in the Plan shall confer upon any Participant any right to continue in the employ of any member of the Company Group nor interfere in any way with the right of the Company to terminate his or her employment, with or without Cause.

(b)Plan Not Funded. Amounts payable under the Plan shall be payable from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such amounts. No Participant, beneficiary or other Person shall have any right, title or interest in any fund or in any specific asset of the Company by reason of participation hereunder. Neither the provisions of the Plan, nor the creation or adoption of the Plan, nor any action taken pursuant to the provisions of the Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or other Person. To the extent that a Participant, beneficiary or other Person acquires a right to receive payment under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

(c)Non-Transferability of Benefits and Interests. All amounts payable under the Plan are non-transferable, and no amount payable under the Plan shall be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge. This Section 9(c) shall not apply to an assignment of a contingency or payment due (i) after the death of a Participant to the deceased Participant’s legal representative or beneficiary, or (ii) after the disability of a Participant to the disabled Participant’s personal representative.

(d)Discretion of Company, Board and Committee. Any decision made or action taken by, or inaction of, the Company, the Board, the Committee or the Claims Administrator arising out of or in connection with the creation, amendment, construction, administration, interpretation and effect of the Plan that is within its authority hereunder or applicable law shall

be within the absolute discretion of such entity and shall be conclusive and binding upon all Persons. In the case of any conflict, the decision made or action taken by, or inaction of, the Claims Administrator will control. However, with respect to the authorized officers and senior executives, as designated by the Board in its resolutions, any decision made or action taken by, or inaction of, the Committee controls.

(e)Indemnification. Neither the Board nor the Committee, any employee of the Company, nor any Person acting at the direction thereof (each such Person an “Affected Person”), shall have any liability to any Person (including without limitation, any Participant), for any act, omission, interpretation, construction or determination made in connection with the Plan (or any payment made under the Plan). Each Affected Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Affected Person in connection with or resulting from any action, suit or proceeding to which such Affected Person may be a party or in which such Affected Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Affected Person, with the Company’s approval, in settlement thereof, or paid by such Affected Person in satisfaction of any judgment in any such action, suit or proceeding against such Affected Person; provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Affected Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Affected Person giving rise to the indemnification claim resulted from such Affected Person’s bad faith, fraud or willful wrongful act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Affected Persons may be entitled under the Company’s organizational documents, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Person or hold them harmless.

(f)Section 409A. Notwithstanding any provision of the Plan to the contrary, if any benefit provided under the Plan is subject to the provisions of Section 409A of the Code, the provisions of the Plan will be administered, interpreted and construed in a manner necessary to comply with Section 409A of the Code or an exception thereto. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of the Plan to satisfy the requirements of Section 409A of the Code or any other applicable law. For purposes of the application of Section 409A of the Code, each payment in a series of payments under this Plan will be deemed a separate payment.

(g)No Duplication; Treatment of Other Severance Arrangements. In no event shall any Participant receive the severance benefits provided for herein in addition to severance benefits provided for under any Other Severance Arrangement; provided, that if such Participant is covered by any Other Severance Arrangement, such Participant shall only be entitled to receive the greater of (x) the payments and benefits set forth in this Plan and (y) the payments and benefits set forth in, and subject to the terms, conditions and restrictions of, the Other Severance Arrangment.

(h)Governing Law. All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the Commonwealth of Pennsylvania.

(i)Notice. Any notice or other communication required or which may be given pursuant to the Plan shall be in writing and shall be deemed to have been duly given when

delivered by hand or overnight courier or two days after it has been mailed by United States express or registered mail, return receipt requested, postage prepaid, addressed to the Company at the address set forth below, or to the Participant at his or her most recent address on file with the Company.

Dorman Products, Inc.

3400 East Walnut Street

Colmar, PA 18915

c/o General Counsel

(j)Captions. Captions and headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such captions and headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(k)Successors. The Plan shall inure to the benefit of and be binding upon the Company and its successors.

10.ERISA Rights.

(a)Eligible Employees are entitled to certain rights and protections under ERISA. ERISA provides that Eligible Employees under the Plan shall be entitled to:

(i)examine, without charge, at the office of the Plan Administrator (as defined in Section 11) and at other specified locations, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration,

(ii)obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies, and

(iii)receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of the summary annual report.

(b)In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Eligible Employees. No one, including the Employer or any other Person, may fire an Eligible Employee or otherwise discriminate against an Eligible Employee in any way to prevent such Eligible Employee from obtaining a benefit or exercising such Eligible Employee’s rights under ERISA.

(c)If an Eligible Employee’s claim is denied or ignored, in whole or in part, Eligible Employees have a right to know why this was done and to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules, as set forth in Section 8. Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests a copy of plan documents or the latest annual report from the Plan Administrator and does not receive them within 30 days, such Eligible Employee may file suit in Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay such Eligible Employee up to $110 a day until

such Eligible Employee receives the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If the Eligible Employee has a claim for benefits which is denied or ignored, in whole or in part, such Eligible Employee may file suit in a state or Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if an Eligible Employee is discriminated against for asserting such Eligible Employee’s rights, such Eligible Employee may seek assistance from the U.S. Department of Labor, or such Eligible Employee may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person such Eligible Employee sued to pay these costs and fees. If the Eligible Employee loses, the court may order such Eligible Employee to pay these costs and fees, for example, if it finds such Eligible Employee’s claim is frivolous.

(d)If the Eligible Employee has questions about the Plan, such Eligible Employee should contact the Plan Administrator. If the Eligible Employee has questions about this Section 10 or about such Eligible Employee’s rights under ERISA, such Eligible Employee should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. Eligible Employees may also obtain certain publications about such Eligible Employee’s rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

11.General Information.


Name of Plan			Dorman Products, Inc. Executive Severance Plan
Plan Number			002
Plan Sponsor			Dorman Products, Inc. 3400 East Walnut Street Colmar, PA 18915
Plan Sponsor’s Employer Identification Number			23-2078856
Plan Administrator			General Counsel of the Company
Agent for Service of Legal Process			Plan Administrator
Plan Year			Calendar Year

Appendix A

Payments on Covered Termination


Participant’s Category, Job Title or Other Classification	Subsidized COBRA Period	Cash Severance Amount
Presidents, Senior Vice Presidents and Executive Vice Presidents	From the date of the Covered Termination until the earliest of (x) 12 months thereafter, (y) the date the Participant becomes eligible for coverage under a subsequent employer’s health plan, or (z) the date the Participant and/or the Participant’s beneficiary(ies) cease to be eligible under COBRA.	1.0 times the sum of the Participant’s (i) Base Salary and (ii) Target Bonus, paid in installments over 12 months

Appendix B

Payments on Change in Control Covered Termination


Participant’s Category, Job Title or Other Classification	Subsidized COBRA Period	Cash Severance Amount
Specified Individuals (other than Presidents, Senior Vice Presidents and Executive Vice Presidents) as designated by the Committee or the Company’s Chief Executive Officer	From the date of the Covered Termination until the earliest of (x) 18 months thereafter, (y) the date the Participant becomes eligible for coverage under a subsequent employer’s health plan, or (z) the date the Participant and/or the Participant’s beneficiary(ies) cease to be eligible under COBRA.	1.5 times the sum of the Participant’s (i) Base Salary and (ii) Target Bonus
Presidents, Senior Vice Presidents and Executive Vice Presidents	From the date of the Covered Termination until the earliest of (x) 18 months thereafter, (y) the date the Participant becomes eligible for coverage under a subsequent employer’s health plan, or (z) the date the Participant and/or the Participant’s beneficiary(ies) cease to be eligible under COBRA.	2.0 times the sum of the Participant’s (i) Base Salary and (ii) Target Bonus

Exhibit A

Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement

[attached]

NON-DISCLOSURE, INVENTION ASSIGNMENT AND

RESTRICTIVE COVENANT AGREEMENT

As a condition to my participation in the Dorman Products, Inc. Executive Severance Plan (the “Severance Plan”), and in consideration of my continued employment with Dorman Products, Inc. (the “Company”) and my receipt of the compensation now and hereafter paid to me under the Severance Plan and/or by the Company, I agree to the terms and conditions of this Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement (the “Non-Disclosure Agreement”). Capitalized terms used but not defined in this Non-Disclosure Agreement shall have the meanings given to such terms in the Severance Plan.

1.Employment with Company.

1.1It is understood and agreed that I am an employee at will and that either party may terminate my employment without cause on notice. Any notice of termination shall be in writing, given personally or by Certified Mail, Return Receipt Requested.

1.2During the term of my employment with the Company, I agree to devote my entire time and attention and to give my best and undivided efforts and service to the business and the interests of the Company Group in such capacities and in performance of such duties as the Company may from time to time direct, which may include but not be limited to improving, developing and/or inventing processes, products, assays and analytic methods.

2.NONDISCLOSURE

2.1Recognition of Company’s Rights; Nondisclosure. At all times during my employment by the Company and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon, or publish any of the Company Group’s Proprietary Information (defined below), except as such disclosure, use, lecture, or publication may be required in connection with my work for the Company, or unless an officer or other authorized representative of the Company Group (other than me) expressly authorizes such in writing. I will obtain the Company Group’s prior written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at the Company or incorporates any Proprietary Information. Notwithstanding the foregoing, disclosure of any Proprietary Information shall not be prohibited if such disclosure is directly related to a valid and existing order of a court or other governmental body or agency within the United States; provided, however, that I shall have first given prompt notice to the Company of any possible or prospective order and the Company shall have been afforded a reasonable opportunity to prevent or limit any such disclosure. I hereby assign to the Company Group any rights I may have or acquire in any Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company Group and its assigns.

2.2Proprietary Information. The term “Proprietary Information” means any and all confidential or proprietary knowledge, data or information of the Company Group. By way of illustration but not limitation, “Proprietary Information” includes: (a) developments, inventions, ideas, data, programs, other works of authorship, designs and techniques, trade secrets, mask works, processes, formulas, source and object codes, algorithms, compositions of matter, methods (including, without limitation, methods of use or delivery), know-how, technology, improvements and discoveries (hereinafter collectively referred to as “Inventions”); (b) information regarding plans for research, development, new services or products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, clients, customers, and suppliers; and (c) information regarding the skills and compensation of the employees and/or consultants of the Company Group. For purposes of this Non-Disclosure Agreement, the term “Proprietary Information” shall not include information which is or becomes publicly available without breach of: (i) this Non-Disclosure Agreement; (ii) any other agreement or instrument to which the Company Group is a party or a beneficiary; or (iii) any duty owed to the Company Group by me or by any third party; provided, however, that if I shall seek to disclose, use, lecture upon, or publish any Proprietary Information, I shall bear the burden of proving that any such information shall have become publicly available without any such breach.

2.3Third Party Information. I understand that the Company Group has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment by the Company and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company Group who need to know such information in connection with their work for the Company Group) or use, except in connection with my work for the Company Group, Third Party Information unless expressly authorized by an officer or other authorized representative of the Company Group (other than me) in writing. I hereby assign to the Company Group any rights I may have or acquire in any Third Party Information during my employment with the Company.

2.4No Improper Use of Information of Prior Employers and Others. During my employment by the Company, I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company Group any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties to the Company Group only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by, or on behalf of, the Company Group.

2.5Reports to Government Entities. Nothing in this Non-Disclosure Agreement restricts or prohibits me from initiating communications directly with, responding to inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including without limitation, the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration, the U.S. Congress, any other federal, state, or local government agency or commission, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation. I do not need the prior authorization of the Company to engage in conduct protected by this paragraph, and I do not need to notify the Company that I have engaged in such conduct. This Non-Disclosure Agreement does not limit my right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of the law. However, to the maximum extent permitted by law, I am waiving my right to receive any individual monetary relief from the Company Group resulting from such claims or conduct, regardless of whether I or another party filed the claim or reported the conduct. I recognize and agree that, in connection with any such activity outlined above, I must inform the Regulators, my attorney, a court or a government official that the information I am providing is confidential. Despite the foregoing, I am not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information I came to learn during the course of my employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege and/or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

2.6Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company Group that (a) I make (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to my attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) I make in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If I file a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, I may disclose any such trade secret to my attorney and use any such trade secret information in the court proceeding, if I (x) file any document containing any such trade secret under seal, and (y) do not disclose any such trade secret, except pursuant to court order. Nothing in this Non-Disclosure Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

3.ASSIGNMENT OF INVENTIONS

3.1Proprietary Rights. The term “Proprietary Rights” means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

3.2Prior Inventions. Any and all Inventions (whether patented or unpatented) that I have, alone or jointly with others, conceived, developed or reduced to practice, or caused to be conceived, developed or reduced to practice, prior to the commencement of my employment with the Company (collectively referred to as “Prior Inventions”) are either my property or the property of third parties and are excluded from the scope of this Non-Disclosure Agreement, except if and to the extent the provisions set forth below in this Section 3.2 are made expressly applicable to Prior Inventions. To preclude any possible uncertainty, I have set forth on Exhibit 1 (Prior Inventions) attached hereto a list of Prior Inventions. If disclosure of any Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to disclose such Prior Invention or to list such Prior Inventions in Exhibit 1 but am only to disclose a cursory name for each such invention, a listing of the party or parties to whom it belongs, and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit 1 for such purpose. If I do not attach such disclosure, I am representing thereby that there are no Prior Inventions. Notwithstanding the foregoing provisions of this Section 3.2 that provide that Prior Inventions are excluded from the scope of this Non-Disclosure Agreement, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined in Section 3.3 below), or any product, process or machine of the Company Group, without the Company’s prior written consent. If, in the course of my employment with the Company, I incorporate a Prior Invention into any Company Inventions or into a product, process or machine of the Company Group, then, notwithstanding the foregoing provisions of this Section 3.2 that provide that Prior Inventions are excluded from the scope of this Non-Disclosure Agreement, the Company is hereby granted and shall have a nonexclusive, royalty free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, cause to be made, modify, cause to be modified, use, cause to be used and sell or cause to be sold such Prior Invention. In addition, and notwithstanding anything express or implied in the foregoing provisions of this Section 3.2 to the contrary, any Invention that would otherwise be a Prior Invention for purposes of this Section 3.2 shall not be deemed or treated as a Prior Invention for purposes of this Section 3.2 if the Company Group acquires ownership of such Invention, or if the Company Group licenses such Invention, pursuant to the provisions of a separate agreement entered into by the Company Group with me or any other person.

3.3Assignment of Inventions. Subject to this Section 3.3 and to Sections 3.5 and 3.6, I hereby assign to the Company Group all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable or registrable under copyright or similar statutes that are made, conceived, reduced to practice or learned by me, either alone or jointly with others, whether or not during regular business hours, if: (i) such Invention is made, conceived, reduced to practice, or learned by me during the term of

my employment with the Company or within one year after my resignation or termination from the Company; and (ii) such Invention arises out of, is based upon, or results from the use of, any Proprietary Information or Third Party Information made available to me or to which I had access as an employee of the Company. Inventions assigned pursuant to this Section 3 to the Company, or to a third party as directed by the Company pursuant to Section 3.5 below, are hereinafter referred to as “Company Inventions.” At the request of the Company at any time and from time to time, I will execute and deliver any and all instruments, documents and agreements reasonably requested by the Company for purposes of confirming my assignment to the Company of all of my right, title and interest in and to any and all Company Inventions (and all Proprietary Rights with respect thereto), including, without limitation, at any time when any such Company Inventions (or any Proprietary Rights with respect thereto) are first reduced to practice or first fixed in a tangible medium, as applicable.

3.4For the avoidance of doubt, notwithstanding any contrary provision contained herein, nothing contained in this Non-Disclosure Agreement shall require the assignment of any Invention (or Proprietary Right with respect thereto) made or conceived by me during the period of my employment with the Company to the extent such assignment is prohibited by any applicable state or federal law.

3.5Obligation to Keep Company Informed. During the period of my employment with the Company and thereafter, I will promptly disclose to the Company fully and in writing all Company Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, during the period of my employment with the Company, I will promptly disclose to the Company all patent applications filed by me or on my behalf that claim any Company Invention.

3.6Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment with the Company and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101).

3.7Enforcement of Proprietary Rights. I will assist the Company in every proper way in obtaining, and from time to time enforcing, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will promptly execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will promptly execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment with the Company, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.

In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact, subject to full power of substitution and resubstitution, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

4.RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, memoranda, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information and all Company Inventions made, conceived, developed or reduced to practice by me, which records shall be available to and remain the sole property of the Company at all times.

5.NO CONFLICTING OBLIGATION. I represent that my performance of all the terms of this Non-Disclosure Agreement and as an employee of the Company has not breached, and does not and will not breach, any agreement to keep in confidence information acquired by me in confidence or in trust prior to, or outside the scope of, my employment by the Company and any agreement not to compete with the business of any third party. I have not entered into, and I agree I will not enter into, any agreement, either written or oral, in conflict herewith.

6.RESTRICTIVE COVENANTS.

6.1As a condition of my employment, or my continued employment, and my eligibility to participate in and receive payments and benefits pursuant to the Severance Plan, I hereby acknowledge and agree that during the period in which I am employed by, or providing service to, any member of the Company Group and for the greater of (x) the twelve (12) month-period following my termination of employment or service for any reason and (y) the number of months of Base Salary to which the Cash Severance Amount I am entitled to receive under the Severance Plan relates, but in no event greater than an eighteen (18)-month period (the “Restrictions Period”), I shall comply with the restrictive covenants set forth herein applicable to the Company Group.

6.1.1 During the Restrictions Period, I shall not anywhere in the Territory for myself, or through or on behalf of any other person or entity (other than the Company), whether as an officer, director, employee, equityholder, consultant or otherwise, as applicable:

6.1.1.1 directly or indirectly, engage, participate, make any financial investment in, own any financial or beneficial interest in, operate, or become employed by or provide services to any business, corporation, firm, person, or other entity (together with its affiliates and subsidiaries, the

“Competing Enterprise”) which is engaged, directly or indirectly, during my employment in competition with the Company Group in the Business anywhere in the Territory; provided, in either case, that the Businesses of the Competing Enterprise account for more than ten percent (10%) of the gross sales of the Competing Enterprise for its most recently completed fiscal year and I do not work for, advise or provide consulting services to such Business. Notwithstanding the foregoing, I shall not be prohibited from owning or acquiring securities in any publicly traded company as long as my ownership does not exceed 1% of such publicly traded company’s outstanding securities;

6.1.1.2 encourage, induce, attempt to induce, solicit or attempt to solicit any employee, director, officer, associate, consultant, agent or independent contractor to terminate his or her employment with or engagement by the Company Group in order to become employed or engaged by any person, firm, corporation or other business enterprise other than a member of the Company Group, except in the furtherance of my responsibility while I am employed by the Company Group, or hire or retain, or attempt to hire or retain, any employee, director, officer, associate, consultant, agent or independent contractor of the Company Group; provided, that nothing in this Non-Disclosure Agreement prohibits me from hiring an individual who responds to a job posting made available to the general public so long as I do not solicit or otherwise initiate such contact during the one year following termination of my employment or service; or

6.1.1.3 encourage, induce, attempt to induce, solicit or attempt to solicit, any customer, distributor, supplier, vendor, marketer or sponsor of the Company Group to cease or reduce its customer, distributor, supplier, vendor, marketer or sponsor relationship with the Company Group.

6.1.2 The restrictions contained in this Section are necessary for the protection of the business and goodwill of the Company Group and are considered by me to be reasonable for such purpose. I acknowledge that a breach of any of the covenants contained in this Non-Disclosure Agreement may cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, I agree that if I breach or threaten to breach any of the covenants contained in this Non-Disclosure Agreement, in addition to any other remedy which may be available to the Company at law or in equity, the Company shall be entitled (i) to the extent permitted by applicable law, to cease or withhold any payments owed to me, whether in connection with my employment or otherwise, including, without limitation, any payments or benefits I am otherwise entitled to receive under the Severance Plan; and/or (ii) to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy. I further acknowledge that the restrictions and limitations set forth in this Non-Disclosure Agreement will not materially interfere with my ability to earn a living following the termination of my employment with the Company and that my ability to earn a livelihood without violating such restrictions is a material condition to my

employment with the Company. I agree to disclose in advance the existence and terms of the restrictions and covenants contained in this Non-Disclosure Agreement to any employer or service recipient by whom I might be employed or retained during the Restrictions Period.

6.1.3 For purposes of this Section:

6.1.3.1 “Business” means a supplier of automotive replacement parts, brake parts and fasteners to the automotive aftermarket (including, without limitation, the light, medium and heavy duty truck aftermarket), a supplier of aftermarket parts and accessories to the powersports industry, or a supplier of home fasteners and electrical wiring components to mass merchandisers, or any other business activities of the Company Group accounting for more than ten percent (10%) of its gross sales in the most recently completed fiscal year or reasonably expected to do so in the current fiscal year, in the United States and in any foreign jurisdiction in which the Company Group operates or, at the end of my employment, proposes to operate.

6.1.3.2 “Territory” means any state, jurisdiction or territory in the world in which any member of the Company Group is engaged in business during the Restrictions Period.

6.1.3.3 The terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the twelve (12) months prior to the termination of my employment and for twelve (12) months following my termination of employment. I shall not be deemed to have violated the provisions of this Section 6.1 by reason of an isolated act, or failure to act, not taken in bad faith.

7.NON-DISPARAGEMENT. Subject to Sections 2.5 and 2.6, I agree that I will not, through any medium including, but not limited to, the press, Internet or any other form of communication, disparage, defame, or otherwise damage or assail the reputation, integrity or professionalism of any member of the Company Group. Nothing in this Section 7 is intended to restrict or impede your participation in proceedings or investigations brought by or before the United States Equal Employment Opportunity Commission, National Labor Relations Board, or other federal, state or local government agencies, or otherwise exercising protected rights to the extent that such rights cannot be waived by agreement, including Section 7 rights under the National Labor Relations Act.

8.RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will deliver to the Company any and all notes, memoranda, specifications, drawings, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. I further agree that, during the term of my employment with the Company or at any time thereafter, any property situated on the premises of the Company Group, including disks

and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

9.LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Non-Disclosure Agreement and any of its provisions by injunction, specific performance, monetary damages (e.g., disgorgement of profits or recoupment or forfeiture of any payments or benefits received under the Severance Plan) or other equitable relief which may be available, without bond and without prejudice to any other rights and remedies that the Company may have for a breach or threatened breach of this Non-Disclosure Agreement. The seeking or availability of such equitable relief shall not affect the Company’s right to seek and obtain damages or other relief from a court of competent jurisdiction on account of any actual or threatened breach by me of this Non-Disclosure Agreement. In the event that the Company enforces the provisions of Section 6 hereof through a court order, I agree that the restrictions contained in Section 6 as the case may be, shall remain in effect for a period of one year from the effective date of such court order.

10.COOPERATION. I agree that, following any termination of my employment, I will continue to provide reasonable cooperation with the Company and/or any other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during my employment in which I was involved or of which I have knowledge. As a condition to such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance with this Section. I also agree that, in the event I am subpoenaed by any person or entity (including, but not limited to, a Regulator) to give testimony or provide documents (in a deposition, court proceeding or otherwise), that in any way relates to my employment by the company and/or any other member of the Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

11.NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address, one (1) business day after dispatch if sent by nationally recognized courier or overnight delivery service, on the date of dispatch if sent by facsimile or electronic mail for which confirmation of transmission is provided or, if sent by certified or registered mail, three (3) business days after the date of mailing.

12.GENERAL PROVISIONS

12.1Governing Law; Consent to Personal Jurisdiction; Waiver of Jury Trial. This Non-Disclosure Agreement will be governed by and construed according to the laws of Pennsylvania,

as such laws are applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Pennsylvania for any lawsuit filed there against me by the Company arising from or related to this Non-Disclosure Agreement. BY EXECUTION OF THIS NON-DISCLOSURE AGREEMENT, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS NON-DISCLOSURE AGREEMENT

12.2Independence; Severability. Each of the rights enumerated in this Non-Disclosure Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. In the event any provision or portion of this Non-Disclosure Agreement may be held to be invalid, prohibited or unenforceable for any reason, unless such provision is narrowed by judicial construction, this Agreement shall be construed as if such provision has been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any provision may nevertheless be held to be invalid, prohibited or unenforceable for any reason then, and to that extent only, such provision shall be ineffective without affecting or invalidating the remaining portion of such provision or the other provisions of this Non-Disclosure Agreement.

12.3Successors and Assigns. This Non-Disclosure Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. Without limiting the generality of the foregoing, if I become an employee of any subsidiary or controlled affiliate of the Company, then (i) such subsidiary or controlled affiliate shall be deemed and treated as an intended third party beneficiary of this Non-Disclosure Agreement to the same extent as if such subsidiary or controlled affiliate were a party to this Non-Disclosure Agreement and (ii) each reference in this Non-Disclosure Agreement to the term “Company” shall be deemed to be a reference to whichever of Dorman Products, Inc. and/or such subsidiary or controlled affiliate is my employer. I expressly acknowledge and agree that this Non-Disclosure Agreement may be assigned by the Company without my consent to any purchaser of all or substantially all of the assets or stock of the Company, whether by purchase, merger or other similar corporate transaction.

12.4Survival. The provisions of this Non-Disclosure Agreement shall survive the termination of my employment with the Company and the assignment of this Non-Disclosure Agreement by the Company to any successor in interest or other assignee.

12.5Employment. I agree and understand that nothing in this Non-Disclosure Agreement shall confer any right on me or the Company with respect to continuation of my employment with the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

12.6Waiver. No waiver by the Company of any breach of this Non-Disclosure Agreement shall be valid unless in writing and signed by the party giving such waiver and no such waiver shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Non-Disclosure Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Non-Disclosure Agreement.

12.7Entire Agreement. This Non-Disclosure Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof and merges all prior discussions between us. No modification of or amendment to this Non-Disclosure Agreement, nor any waiver of any rights under this Non-Disclosure Agreement, will be effective unless in writing and signed by the party to be charged.

12.8Counterparts. This Non-Disclosure Agreement may be signed in counterparts, each shall be deemed an original and shall together constitute one agreement.

12.9Acknowledgement. I acknowledge that this Non-Disclosure Agreement is a condition to my employment with the Company and my eligibility to participate in and receive payments and benefits pursuant to the Severance Plan. I further acknowledge that that I have had a full and adequate opportunity to read, understand and discuss with my advisors, including legal counsel, the terms and conditions contained in this Non-Disclosure Agreement prior to signing hereunder.

[Signature Page Follows]

By signing this Non-Disclosure Agreement below, (1) I agree to be bound by each of its terms, (2) I acknowledge that I have read and understand this Non-Disclosure Agreement and the important restrictions it imposes upon me, which continue after the termination of my employment for any reason, and (3) I represent and warrant to the Company that I have had ample and reasonable opportunity to consult with legal counsel of my own choosing to review this Non-Disclosure Agreement and understand its terms including that it places significant restrictions on me.

EMPLOYEE:

By:

Name: [Employee Name]

Address:

Date:

Accepted by Company:

DORMAN PRODUCTS, INC.

By:

Name:

Title:

Date:

[Signature page to Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement]

EXHIBIT 1

Excluded Information:

[Securely attach additional pages if necessary]

[If this exhibit is left blank, the employee shall be deemed to represent that he/she does not have any Excluded Information.]

Exhibit 19

DORMAN PRODUCTS, INC.

Insider Trading Policy

(Approved by the Board of Directors on February 21, 2025)

This Insider Trading Policy (“Policy”) provides the standards of Dorman Products, Inc. (“Dorman” or the “Company”) with respect to transactions in securities of the Company and the handling of confidential information about Dorman and the companies with which Dorman does business. The federal securities laws prohibit insider trading. Insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to engage in transactions in the Company’s securities or transmits such information to any other person who may trade on the information. It is Dorman’s policy that Dorman and its directors, officers and employees comply with all federal and state securities laws and regulations and any listing standards applicable to the purchase and sale of the Company’s securities. Please note that this insider trading policy supplements the restrictions set forth in the Dorman Code of Business Conduct and Ethics.

This Policy applies to all transactions in the Company’s securities, including common stock, options and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company (referred to in this Policy as the “Company’s securities”). The term “transactions” or “trading” means broadly any purchase, sale or other transaction to acquire, transfer or dispose of securities, including market option exercises, gifts or other contributions, exercises of stock options granted under the Company’s stock plans, sales of stock acquired upon the exercise of options and the vesting of restricted stock and restricted stock units and trades made under an employee benefit plan.

Section 1 hereof applies to all members of the Company’s board of directors and all officers and employees of the Company and its subsidiaries. Section 1 of this Policy also applies to such persons’ family members who live in such persons’ households, other members of such persons’ households and entities controlled by such persons, as described in more detail below. The Company may also determine that other persons should be subject to Section 1 of this Policy, such as contractors or consultants. Section 2 hereof applies to all directors and executive officers of the Company, the employees listed in Appendix A hereto and any other individuals designated from time to time. Section 2 of this Policy also applies to such persons’ family members who live in such persons’ households, other members of such persons’ households and entities controlled by such persons, as described in more detail below. Section 3 hereof sets forth additional requirements applicable to directors and executive officers of the Company under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If this Policy applies to you, it also applies to family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, in-laws and adoptive relationships) or are financially dependent on you, and also includes other family members whose transactions in securities are directed by you or are subject to your influence or control. This Policy does not apply to other family members who do not reside with you, who are not financially dependent on you, and whose transactions in securities are not directed by you and are not subject to your influence or control. This Policy also applies to any other person who lives in your household and to any legal entities (such as a corporation, partnership or trust) that are influenced or controlled by you or other persons who have a relationship with you and are subject to this Policy.

Transactions by your family members subject to this Policy and other persons subject to this Policy who have a relationship with you should be treated for the purposes of this Policy as if they were for your own account. Accordingly, all references to you with regard to all trading restrictions and pre-clearance procedures in this Policy also apply to your family members or other persons with whom you have a relationship who are subject to this Policy. You are personally responsible for the actions of your family members or other persons with whom you have a relationship who are subject to this Policy.

The Company has appointed the General Counsel as the Compliance Officer for this Policy. All determinations and interpretations by the Compliance Officer shall be final and not subject to further review. The Compliance Officer’s approval of a transaction submitted for pre-clearance does not constitute legal advice, does not constitute confirmation that you do not possess material nonpublic information and does not relieve you of any of your legal obligations.

Any violation of this Policy may result in immediate dismissal and may subject you to both civil and criminal penalties. This is an extremely important matter, and we urge you to read the following with care. If you have any questions about this Policy, including its application to any proposed transaction, you may obtain additional guidance from the Senior Vice President & General Counsel or the Vice President, Associate General Counsel. Do not try to resolve uncertainties on your own, as the rules relating to insider trading are often complex, not always intuitive and carry severe consequences.

Section 1:Trading Restrictions and Guidelines

A.General Policy - Prohibition Against Trading On or Tipping Material Nonpublic Information

It is the policy of Dorman that no director, officer or other employee of the Company (or any other person designated by this Policy or by the Compliance Officer as subject to this Policy) who is aware of material nonpublic information relating to Dorman may, directly, or indirectly through family members or other persons or entities:

1.Engage in transactions in Company securities, except as otherwise specified in this Policy under the heading “Certain Exceptions to the Trading Restrictions in this Policy.”

2.Recommend the purchase or sale of any Company securities; or

3.Communicate material nonpublic information concerning Dorman to any other person (including relatives, friends or business associates), except to the extent necessary to perform authorized work for Dorman or as required or specifically permitted by law or legal process. Nor should such information be discussed with any person within Dorman under circumstances where it could be overheard. Written information should be appropriately safeguarded and should not be left where it may be seen by persons not entitled to the information.

In addition, it is the policy of the Company that no director, officer or other employee of the Company (or any other person designated by this Policy or by the Compliance Officer as subject to this Policy) who learns, in the course of employment with the Company or the performance of services on the Company’s behalf, material nonpublic information about another company with which the Company proposes to, or does, business, including a vendor, customer or supplier of the Company, may (i) trade in that company’s securities until the information becomes public or is no longer material, or (ii) communicate that information or make any recommendation relating to the buying or selling of securities of such company to any other person, including family and friends, business associates, or in any consulting capacity.

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct. This means that you may have to forgo a proposed transaction in the Company’s or another company’s securities even if you planned to make the transaction before learning the material nonpublic information and even though you believe that waiting may cause you to suffer an economic loss or not realize anticipated profit.

This Policy applies to certain elections you may make under the Company’s 401(k) Plan, including: (a) an election to make an intra-plan transfer of an existing account balance out of the Company stock fund; (b) an election to borrow money against your 401(k) Plan account if the loan will result in a liquidation of some or all of your Company stock fund balance and (c) the sale of any shares acquired through the 401(k) Plan.

This Policy continues to apply to transactions in Company securities even after termination of service to Dorman. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company securities until that information has become public or is no longer material. Unless notified otherwise by the Company, for persons described in Section 2 of this Policy who leave during a closed window period, the trading window and pre-clearance requirements set forth in Section 2 continue to apply until the opening of the next quarterly window period after termination of service to Dorman.

B.Blackout periods for any or all personnel

The Compliance Officer may issue instructions from time to time advising some or all personnel that they may not engage in transactions in Company securities for certain periods, or that our securities may not be traded without prior approval. Due to the confidential nature of the events that may trigger these sorts of blackout periods, the Compliance Officer may find it necessary to inform affected individuals of a blackout period without disclosing the reason. If you are a director or an executive officer, you may also be subject to event-specific blackouts pursuant to the SEC’s Regulation BTR (Blackout Trading Restriction). This regulation prohibits certain sales and other transfers by insiders during specified pension plan blackout periods. If you are made aware of such a blackout period, do not disclose its existence to anyone.

C.Definitions

Material Information. Material information is any information that a reasonable investor would consider important in determining whether to buy, sell or hold securities. Positive or negative information may be material to investors. A determination as to whether information is material depends on all of the related facts and circumstances. Material information is not limited to historical facts but may also include projections and forecasts.

Information that you should consider material includes, but is not limited to:

•earnings information and annual and quarterly results;

•financial forecasts, including earnings estimates;

•changes in previously released forecasts;

•significant merger, acquisition or divestiture proposals, negotiations or agreements;

•major customer wins or losses;

•major supplier delays, negotiations or agreements;

•significant changes in the Company’s prospects;

•significant product recalls;

•significant or unusual borrowing or liquidity issues;

•equity or debt offerings;

•purchases or redemptions of securities;

•changes in management or the Company’s board of directors;

•significant related party transactions;

•development of a significant new product or service;

•a significant disruption in the Company’s operations or loss, potential loss, breach or unauthorized access of its property or assets, including its facilities and information technology infrastructure; and

•pending or threatened significant litigation or government agency investigation, or the resolution of such litigation or investigation.

Nonpublic Information. Information that has not been disclosed to the public is generally considered to be nonpublic information. Information is considered to be public when it has been released in a manner that is reasonably designed to provide broad, non-exclusionary distribution (e.g., by means of a press release or an SEC filing) and after enough time has elapsed to permit the investment market to absorb and evaluate the information. As a general rule, information should not be considered fully absorbed by the market until after the second business day after the day on which the information is released. Note that the information disseminated must be some form of “official” announcement. In other words, the fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient to be considered broadly distributed even when the information is accurate.

D.Certain Exceptions to the Trading Restrictions in this Policy

The trading restrictions in this Policy, including those set forth in Section 2, do not apply in the case of the following transactions, except as specifically noted:

Exercise of Stock Options. The trading restrictions in this Policy do not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements, provided, however, that if you are subject to the pre-clearance procedures discussed in Section 2.B below, you must obtain pre-clearance prior to any exercise of stock options. The trading restrictions in this Policy do apply, however, to any sale of stock received upon exercise, including as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Vesting of Restricted Stock and Restricted Stock Unit Awards. The trading restrictions in this Policy do not apply to the vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or restricted stock unit. The trading restrictions in this Policy do apply, however, to any market sale of restricted stock and shares of stock received upon the vesting of restricted stock units.

Employee Stock Purchase Plan (“ESPP”). This Policy does not apply to purchases of the Company’s securities in the Company’s ESPP resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election which election was made in accordance with the terms of the Company’s ESPP at a time when you did not possess material non-public information regarding the Company. This Policy does apply, however, to certain elections you may make under the ESPP, including: (a) an election to increase or decrease the amount of your payroll contributions; and (b) an election to make an optional contribution to the ESPP. In addition, this Policy does apply to the sale of the shares of Company stock purchased under the ESPP. Directors, executive officers and Designated Contributors, as well as their respective family members who reside with you, household members and entities controlled by such persons, may only make an election to participate in the ESPP, change the amount of their payroll contributions, make optional contributions or sell shares of Company stock purchased under the ESPP during a quarterly window period, as described in Section 2 below.

10b5-1 Trading Plan. A Rule 10b5-1 trading plan is a binding, written contract between you and your broker that specifies the price, amount, and date of trades to be executed in your account in the future or provides a formula or mechanism that your broker will follow (a “Rule 10b5-1 Plan”). The trading restrictions in this Policy do not apply to purchases or sales of the Company’s securities pursuant to a pre-approved Rule 10b5-1 trading program, except as provided below. Implementation of a trading plan under Rule 10b5-1 under the Exchange Act provides an affirmative defense (which must be proven) from insider trading liability under Rule 10b-5. A Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.

A person subject to this Policy may enter into a Rule 10b5-1 Plan covering trading in Company securities only if such person has submitted a written representation to the Compliance Officer that he or she is not in possession of material nonpublic information and if such person has received the prior written approval of the Compliance Officer (which approval may include an email confirmation). Any Rule 10b5-1 Plan must be submitted to the Compliance Officer for approval five business days prior to the adoption of the Rule 10b5-1 Plan.

Additionally, a Rule 10b5-1 Plan adopted by a person subject to this Policy is subject to the following requirements:

•The Rule 10b5-1 Plan must have a “cooling-off” period as set forth below:

oFor directors and executive officers of the Company (the “Section 16 Insiders”), the Rule 10b5-1 Plan must include a “cooling-off” period from the effective date of a Rule 10b5-1 Plan, during which time no trades may take place pursuant to the Rule 10b5-1 Plan (a “Cooling-Off Period”), that is the later of (i) 90 days following the adoption of the Rule 10b5-1 Plan or (ii) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the Rule 10b5-1 Plan was adopted (provided, however, that the Cooling-Off Period shall in no event exceed 120 days after the adoption of the Rule 10b5-1 Plan); and

oFor all other employees, the Rule 10b5-1 Plan must include a 30-day Cooling-Off Period.

•The duration of any Rule 10b5-1 Plan must be at least six months.

•A Rule 10b5-1 Plan may not be adopted if a person already has an existing contract, instruction or plan that would qualify for the affirmative defense under Rule 10b5-1, subject to the exceptions set forth therein.

•Any early termination of a Rule 10b5-1 Plan must occur during an open trading window, and the Compliance Officer must be notified in writing of the termination and the reasons for the termination.

•Any amendments to a Rule 10b5-1 Plan, including to the terms specified above, must be approved in writing by the Compliance Officer.

Rule 10b5-1 Plans must otherwise comply with the conditions and limitations set forth in Rule 10b5-1 of the Exchange Act. Once a Rule 10b5-1 Plan is adopted, no further pre-approval of transactions conducted pursuant to the pre-approved Rule 10b5-1 Plan will be required. Trading outside of a Rule 10b5-1 Plan generally should not occur, and any proposed trades outside of the Rule 10b5-1 Plan are subject to the pre-clearance requirements of this Policy, as described in Section 2 below. The Compliance Officer may grant exceptions to the Policy’s requirements regarding Rule 10b5-1 Plans in appropriate circumstances. Any request for an exception must be submitted in writing to the Compliance Officer.

E.Violations of Insider Trading Laws

Penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory. Individuals also may be prohibited from serving as directors or officers of the Company or any other public company. Keep in mind that there are no limits on the size of a transaction that will trigger insider trading liability; relatively small trades have in the past occasioned SEC investigations and lawsuits.

Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a penalty of several times the amount of profits gained or losses avoided. In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.

The SEC can also seek substantial penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which could apply to the Company and/or management and supervisory personnel.

Company-imposed Penalties. An individual who violates this Policy may be subject to disciplinary action by the Company, including dismissal or removal for cause.

F.Additional Guidelines

The Company considers it improper and inappropriate for those employed by or associated with the Company to engage in short-term or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead to inadvertent violations of the insider trading

laws. It therefore is the Company’s policy that any persons covered by this Policy may not engage in any of the following transactions (even if they do not possess material nonpublic information):

Short Sales. You may not engage in short sales of the Company’s securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery). Short sales of Company securities may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company securities are prohibited.

Publicly Traded Options. You may not engage in transactions in publicly traded options related to the Company’s securities, such as puts, calls and other derivative securities, on an exchange or in any other organized market. Given the relatively short term of publicly traded options, transactions in options related to the Company’s securities may create the appearance that a director, officer or employee is trading based on material nonpublic information and focus a director’s, officer’s or other employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in publicly traded options related to the Company’s securities on an exchange or in any other organized market are prohibited by this Policy.

Hedging Transactions. Hedging transactions (transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities) can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, directors, officers and employees are prohibited from engaging in any such transactions.

Margin Accounts and Pledges. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. A margin or foreclosure sale that occurs when you are aware of material nonpublic information may, under some circumstances, result in unlawful insider trading. Therefore, directors, officers and employees are prohibited from holding Company securities in margin accounts or pledging Company securities as collateral for a loan.

Section 2:Additional Restrictions on Trading Applicable to Directors, Executive Officers, and Designated Contributors

Section 2 of this Policy imposes additional trading restrictions and applies to all directors and executive officers of the Company and the employees listed in Appendix A hereto (“Designated Contributors”) as well as certain other persons designated from time to time by the Compliance Officer. This section of the Policy also applies to family members who reside with persons subject to this section of the Policy, other members of such persons’ households and entities controlled by a person subject to this section of the Policy.

A.Trading Window Periods

Quarterly Trading Windows. Directors, executive officers and Designated Contributors, as well as their respective family members who reside with them, household members and entities controlled by

such persons, can only engage in transactions in Company securities during an “open” “window period,” and only so long as such person does not have any material nonpublic information about Dorman. Dorman has established four regular “trading windows” of time during the fiscal year. The “trading windows” generally open at market open one full trading day after the time at which Dorman files its Quarterly Report on Form 10-Q or Annual Report on Form 10-K for the prior fiscal quarter or fiscal year, as the case may be, continuing through close of business on the 15th day of the final month of each fiscal quarter (i.e. March 15th, June 15th, September 15th, and December 15th). For example, if Dorman files its Form 10-Q after the market closes on May 2, the trading window would open with the opening of the market on May 4, assuming May 2, 3, and 4 are trading days. If Dorman files its Form 10-Q before the market opens on May 2, the trading window would open with the opening of the market on May 3, assuming May 2 and 3 are trading days. Because directors, executive officers, and Designated Contributors are especially likely to receive regular nonpublic information regarding Dorman’s operations, limiting trading to this “window period” helps prevent trading that is based on material information that is not available to the public. Before trading in Company securities during the “window period,” directors, executive officers, and Designated Contributors, as well as their respective family members who reside with them, household members and entities controlled by such persons, must also comply with the pre-clearance procedures discussed below.

Under certain very limited circumstances, a person subject to this restriction may request to trade when the quarterly trading window is closed, but only if the person does not in fact possess material nonpublic information. Persons wishing to trade when the quarterly trading window is closed must contact the Compliance Officer for approval at least two business days in advance of any proposed transaction involving Company securities. Such request may be granted in the sole discretion of the Compliance Officer. Exceptions to the trading window period policy are granted infrequently and only in exceptional circumstances.

Event-Specific Trading Restriction Periods. As described in Section 1(B) above, from time to time, an event may occur that is material to the Company (such as negotiation of mergers, acquisitions or dispositions) and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, persons designated by the Compliance Officer may not engage in transactions in Company securities. The existence of an event-specific trading restriction period will not be announced to the Company as a whole and should not be communicated to any other person. If the Company declares an event-specific trading restriction period to which you are subject, a member of the legal department will notify you when the restricted period begins and ends. Even if the Compliance Officer has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of material nonpublic information. Exceptions will not be granted during an event-specific trading restriction period.

B.Pre-Clearance

Dorman requires that all directors, executive officers and Designated Contributors, as well as their respective family members who reside with them, household members and entities controlled by such persons, obtain prior written approval from the Compliance Officer (which approval may include an email confirmation) before engaging in any transaction in Company securities. A request for pre-clearance should be submitted to the Compliance Officer at least two business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company securities and should not inform any other person of the restriction. If approved,

the transaction must be completed within three business days, but in no event after the expiration of the applicable window period or after a pre-clearance has been withdrawn. If the transaction does not occur during the three-business day period, pre-clearance of the transaction must be re-requested. A form of “Request for Approval” is attached as Appendix B hereto and should be used to request approval hereunder, unless otherwise notified by the Compliance Officer.

The Compliance Officer’s approval of a transaction submitted for pre-clearance does not constitute legal advice, does not constitute confirmation that you do not possess material nonpublic information and does not relieve you of any of your legal obligations.

The Compliance Officer himself or herself may not engage in a transaction in Company securities unless the Company’s Chief Executive Officer has pre-cleared such transaction.

C.Exceptions

The quarterly trading window and event-specific trading restrictions do not apply to the exempt transactions described in Section 1(D) above.

Section 3:Additional Requirements Applicable to Directors and Officers Pursuant to Section 16 of the Exchange Act.

The Section 16 Insiders (i.e., the directors and executive officers of the Company) are also subject to the reporting and short-swing profit rules under Section 16 of the Exchange Act.

A.Reporting Requirements

Section 16(a) requires the directors and executive officers of the Company to file reports with the SEC that identify their beneficial ownership of the Company’s equity securities and any transactions they make in those securities. A Form 3 must be filed no later than the tenth (10th) calendar day after an individual becomes a director or executive officer of the Company, and any subsequent change in beneficial ownership by a Section 16 Insider must, unless exempt from reporting or eligible for deferred reporting, be reported on a Form 4 filed within two business days. These reports must be filed with the SEC via EDGAR and are therefore immediately publicly available upon filing. Section 16(a) imposes the obligation to file ownership reports with the SEC on the individual insiders, not on the Company. However, the Company must disclose any delinquent Section 16 filers in its annual proxy statement and identify the trading information that was not properly filed. While it is not the Company’s obligation to do so, it is the Company’s practice to assist each of its Section 16 Insiders in filing their Section 16(a) reports. In order to facilitate timely compliance, a Section 16 Insider (or his or her broker) must immediately report (no later than the same day such Section 16 Insider engages in the transaction) detailed trade information, in writing, to the Compliance Officer for all transactions made in Company securities by such insider, any family members who reside in such insider’s household and entities that such insider controls. Although it is the individual responsibility and legal obligation of each director and executive officer to comply with the reporting requirements described herein, the Compliance Officer or his or her designee will, upon being advised of a transaction, endeavor to prepare and, pursuant to a power of attorney, timely file Section 16(a) reports on behalf of each Section 16 Insider.

B.Short-Swing Profit Rules

Section 16(b) provides for the recovery of “short-swing” profits from a Section 16 Insider resulting from certain transactions in Company securities “beneficially owned” by them. Specifically, a Section 16 Insider is required by law to turn over to the Company any “profit” realized upon a purchase followed by

a sale, or a sale followed by a purchase, of any equity security of the Company that is beneficially owned by him or her and made within a period of less than six (6) months. A profit may result even if the purchase and sale involve different types of equity securities. Moreover, any sale or purchase may be matched with any purchase or sale within the period such that there may be recoverable “profit” even if there has been no economic benefit to the individual in question. The good faith of a director or executive officer is irrelevant to whether recovery is required under Section 16(b).

Transactions in the Company’s securities by persons related to a Section 16 Insider (e.g., spouse, children, grandchildren and in-laws), or by entities in which he or she may have an indirect interest (e.g., partnerships, corporations and trusts) may be attributed to the Section 16 Insider. Accordingly, such related persons or entities should be advised not to engage in trades within six months of trades engaged in by the Section 16 Insider, or engaged in by each other, without considering the implications of the short-swing profit rules.

The above description is a general and non-technical summary of some extremely complex legal requirements and liability provisions. Section 16 Insiders should discuss any proposed transactions with the Compliance Officer before taking action.

Appendix A

DESIGNATED CONTRIBUTORS

Our current Designated Contributors for purposes of our Insider Trading Policy are on file with the Compliance Officer. The Compliance Officer may alter this list of Designated Contributors at any time, in which case the Compliance Officer will provide written notice to any individuals to be added or removed from this list.

A-1

Appendix B

REQUEST FOR APPROVAL TO TRADE COMPANY SECURITIES

Number of Securities (e. g., shares):

Type of Security [check all applicable boxes]

Common stock

Restricted stock

Stock Option

Debt Securities

Dorman Stock Fund Unit

Type of Transaction [check all applicable boxes]

Stock option exercise (must complete applicable exercise form)

Purchase

Optional cash contribution under Employee Stock Purchase Plan

Sale (not under benefit plans)

Gift (Name of Donee)

Rule l0b5-1 Plan (attach a copy of the Rule 10b5-1 Plan to this request form)

Sale under benefit plans (including Dorman’s 401(k) and Employee Stock Purchase Plan)

Broker Contact Information

Company Name

Contact Name

Telephone

Fax

Account Number

Social Security or other Tax Identification Number

Status (check all applicable boxes and complete blanks)

Employee – Citizenship ___________, Country in which you are based ___________________

Board Member

I am not currently in possession of any material nonpublic information relating to Dorman Products, Inc. I hereby certify that the statements made on this form are true and correct. I have also discussed any questions I had with respect to Dorman’s securities trading policy and its applicability to the transactions contemplated hereby with Dorman’s General Counsel or his or her designee.

I understand that clearance may be rescinded prior to effectuating the above transaction if material nonpublic information regarding Dorman Products, Inc. arises and, in the reasonable judgment of Dorman’s General Counsel, or his or her designee, the completion of my trade would be inadvisable. I

B-1

also understand that the ultimate responsibility for compliance with the insider trading provisions of the federal securities laws rests with me and that clearance of any proposed transaction should not be construed as a guarantee that I will not later be found to have been in possession of material non-public information.

Signature ___________________________________ Print Name _____________________________

Date: Telephone Number _____________________________
_____________________________________________________________________________________
(office use only)

Request Approved (transaction must be completed within 3 business days after approval)
Request Denied
Request Approved with the following modification
Signature & Date ______________________________________________________________

B-2

Appendix C

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints _________________ with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Dorman Products, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ___________ day of _______________, 20____.

________________________________________

Signature

________________________________________

Print Name

C-1

Exhibit 21


Significant Subsidiaries of Dorman Products, Inc.

Subsidiary						Jurisdiction
RB Distribution, Inc.						Pennsylvania
RB Management, Inc.						Pennsylvania
DPL Holding Corporation						Delaware
DPL Acquisition Corporation						Delaware
Dayton Parts, LLC						Delaware
Super ATV, LLC						Indiana

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-157150, 333-160979,033-52946, 333-219547 and 333-225020 ) on Form S-8 of our reports dated February 27, 2025, with respect to the consolidated financial statements of Dorman Products, Inc. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Philadelphia, Pennsylvania
February 27, 2025

Exhibit 31.1

CERTIFICATION

I, Kevin M. Olsen, certify that:

1.I have reviewed this annual report on Form 10-K of Dorman Products, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2025


/s/ Kevin M. Olsen
Kevin M. Olsen
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, David M. Hession, certify that:

1.I have reviewed this annual report on Form 10-K of Dorman Products, Inc. (the “registrant”);

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2025


/s/ David M. Hession
David M. Hession
Senior Vice President and Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

This Certification is intended to accompany the Annual Report of Dorman Products, Inc. (the "Company") on Form 10‑K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), and is given solely for the purpose of satisfying the requirements of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. To the best of their knowledge, the undersigned, in their respective capacities as set forth below, hereby certify that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Kevin M. Olsen
Kevin M. Olsen
President and Chief Executive Officer
Date: February 27, 2025


/s/ David M. Hession
David M. Hession Senior Vice President and
Chief Financial Officer
Date: February 27, 2025

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2024	Feb. 24, 2025	Jun. 28, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	0-18914
Entity Registrant Name	DORMAN PRODUCTS, INC.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2078856
Entity Address, Address Line One	3400 East Walnut Street
Entity Address, City or Town	Colmar
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18915
City Area Code	215
Local Phone Number	997-1800
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	DORM
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 1,965,492,670
Entity Common Stock, Shares Outstanding		30,581,562
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's definitive proxy statement, in connection with its 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024, are incorporated by reference into PART III of this Annual Report on Form 10-K.
Entity Central Index Key	0000868780
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Philadelphia, Pennsylvania
Auditor Firm ID	185

Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net sales	$ 2,009,197	$ 1,929,788	$ 1,733,749
Cost of goods sold	1,202,838	1,244,365	1,169,299
Gross profit	806,359	685,423	564,450
Selling, general and administrative expenses	513,450	470,663	393,402
Income from operations	292,909	214,760	171,048
Interest expense, net	39,727	48,061	15,582
Other income, net	3,070	1,804	735
Income before income taxes	256,252	168,503	156,201
Provision for income taxes	66,248	39,244	34,652
Net income	190,004	129,259	121,549
Other comprehensive income:
Change in foreign currency translation adjustment	(4,185)	713	(1,863)
Comprehensive Income	$ 185,819	$ 129,972	$ 119,686
Earnings per share:
Basic (dollars per share)	$ 6.17	$ 4.11	$ 3.87
Diluted (dollars per share)	$ 6.14	$ 4.10	$ 3.85
Weighted average shares outstanding:
Basic (in shares)	30,797	31,455	31,434
Diluted (in shares)	30,956	31,533	31,543

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 57,137	$ 36,814
Accounts receivable, less allowance for doubtful accounts of $1,619 and $3,518	573,787	526,867
Inventories	707,977	637,375
Prepaids and other current assets	30,859	32,653
Total current assets	1,369,760	1,233,709
Property, plant and equipment, net	164,499	160,113
Operating lease right-of-use assets	118,499	103,476
Goodwill	442,886	443,889
Intangible assets, net	278,213	301,556
Deferred tax assets	5,786	0
Other assets	44,878	49,664
Total assets	2,424,521	2,292,407
Current liabilities:
Accounts payable	231,814	176,664
Accrued compensation	44,002	23,971
Accrued customer rebates and returns	204,355	204,495
Revolving credit facility	13,960	92,760
Current portion of long-term debt	28,125	15,625
Other accrued liabilities	41,546	33,636
Total current liabilities	563,802	547,151
Long-term debt	439,513	467,239
Long-term operating lease liabilities	105,142	91,262
Deferred tax liabilities	3,700	8,925
Other long-term liabilities	18,894	9,627
Commitments and contingencies (Note 11)
Shareholders' equity:
Common stock, par value $0.01; authorized 50,000,000 shares; issued and outstanding 30,565,855 and 31,299,770 shares in 2024 and 2023, respectively	306	313
Additional paid-in capital	119,077	101,045
Retained earnings	1,180,862	1,069,435
Accumulated other comprehensive loss	(6,775)	(2,590)
Total shareholders' equity	1,293,470	1,168,203
Total liabilities and shareholders' equity	$ 2,424,521	$ 2,292,407

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1,619	$ 3,518
Common stock, par value (dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	30,565,855	31,299,770
Common stock, shares outstanding (in shares)	30,565,855	31,299,770

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 25, 2021		31,607,509
Beginning balance at Dec. 25, 2021	$ 932,736	$ 316	$ 77,451	$ 856,409	$ (1,440)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		18,515
Exercise of stock options	1,046		1,046
Compensation expense under incentive stock plan	9,370		9,370
Purchase and cancellation of common stock (in shares)		(203,765)
Purchase and cancellation of common stock	(19,934)	$ (2)	(367)	(19,565)
Issuance of non-vested stock, net of cancellations (in shares)		27,224
Issuance of non-vested stock, net of cancellations	2,032		2,032
Other stock-related activity, net of tax (in shares)		(18,851)
Other stock-related activity, net of tax	(2,305)		(782)	(1,523)
Other comprehensive loss	(1,863)				(1,863)
Net income	121,549			121,549
Ending balance (in shares) at Dec. 31, 2022		31,430,632
Ending balance at Dec. 31, 2022	1,042,631	$ 314	88,750	956,870	(3,303)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		17,489
Exercise of stock options	1,167		1,167
Compensation expense under incentive stock plan	11,484		11,484
Purchase and cancellation of common stock (in shares)		(215,410)
Purchase and cancellation of common stock	(16,493)	$ (2)	(387)	(16,104)
Issuance of non-vested stock, net of cancellations (in shares)		93,437
Issuance of non-vested stock, net of cancellations	1,986	$ 1	1,985
Other stock-related activity, net of tax (in shares)		(26,378)
Other stock-related activity, net of tax	(2,544)		(1,954)	(590)
Other comprehensive loss	713				713
Net income	$ 129,259			129,259
Ending balance (in shares) at Dec. 31, 2023	31,299,770	31,299,770
Ending balance at Dec. 31, 2023	$ 1,168,203	$ 313	101,045	1,069,435	(2,590)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		63,605
Exercise of stock options	4,712		4,711
Compensation expense under incentive stock plan	15,012		15,012
Purchase and cancellation of common stock (in shares)		(874,428)
Purchase and cancellation of common stock	(80,027)	$ (9)	(1,574)	(78,444)
Issuance of non-vested stock, net of cancellations (in shares)		100,778
Issuance of non-vested stock, net of cancellations	2,121	$ 1	2,120
Other stock-related activity, net of tax (in shares)		(23,870)
Other stock-related activity, net of tax	(2,370)		(2,237)	(133)
Other comprehensive loss	(4,185)				(4,185)
Net income	$ 190,004			190,004
Ending balance (in shares) at Dec. 31, 2024	30,565,855	30,565,855
Ending balance at Dec. 31, 2024	$ 1,293,470	$ 306	$ 119,077	$ 1,180,862	$ (6,775)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 190,004	$ 129,259	$ 121,549
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization, and accretion	56,700	54,729	44,677
Provision for doubtful accounts	90	4,592	86
Benefit from deferred income taxes	(10,838)	(2,960)	(5,880)
Provision for stock-based compensation	15,012	11,484	9,370
Fair value adjustment to contingent consideration	0	(20,468)	0
Payment of contingent consideration	0	0	(120)
Changes in assets and liabilities:
Accounts receivable	(47,232)	(104,020)	48,479
Inventories	(72,087)	118,606	(133,790)
Prepaids and other current assets	(4,866)	15,324	(11,150)
Other assets	796	(4,931)	(28)
Accounts payable	55,713	(3,138)	(5,542)
Accrued customer rebates and returns	(120)	12,372	2,433
Accrued compensation and other liabilities	47,875	(2,091)	(28,396)
Cash provided by operating activities	231,047	208,758	41,688
Cash Flows from Investing Activities:
Acquisitions, net of divestitures	100	67	(488,956)
Property, plant and equipment additions	(39,421)	(43,968)	(37,883)
Cash used in investing activities	(39,321)	(43,901)	(526,839)
Cash Flows from Financing Activities:
Proceeds of revolving credit line	0	0	10,000
Payments of revolving credit line	(78,800)	(146,600)	(10,000)
Proceeds of long-term debt	0	0	500,000
Payments of long-term debt	(15,625)	(12,500)	(3,125)
Payment of deferred acquisition consideration	(200)	0	0
Payment of contingent consideration	0	0	(1,705)
Payment of debt issuance costs	0	0	(3,918)
Proceeds from exercise of stock options	4,711	1,167	1,046
Purchase and cancellation of common stock	(80,811)	(15,709)	(19,934)
Other stock-related activity	(254)	(467)	132
Cash (used in) provided by financing activities	(170,979)	(174,109)	472,496
Effect of exchange rate changes on Cash and Cash Equivalents	(424)	32	(93)
Net Increase (Decrease) in Cash and Cash Equivalents	20,323	(9,220)	(12,748)
Cash and Cash Equivalents, Beginning of Period	36,814	46,034	58,782
Cash and Cash Equivalents, End of Period	57,137	36,814	46,034
Supplemental Cash Flow Information
Cash paid for interest expense	38,713	49,507	11,647
Cash paid for income taxes	$ 56,705	$ 35,465	$ 62,861

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Cash and Cash Equivalents. We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Sales of accounts receivable	$	1,106,400	$	949,517	$	1,048,671
Factoring costs	$	51,252	$	50,231	$	37,188

Estimated useful lives by major asset category are as follows:


Buildings and building improvements			10 to 39 years
Machinery, equipment, and tooling			3 to 10 years
Software and computer equipment			3 to 10 years
Furniture, fixtures, and leasehold improvements			1 to 39 years

Other Assets. Other assets include primarily core inventory, deposits, and equity method investments.

Other Accrued Liabilities. Other accrued liabilities include primarily accrued commissions, accrued income taxes, insurance liabilities, and other current liabilities.

Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold.

associated with an acquisition is recorded at fair value at the acquisition date and is adjusted to fair value at each reporting period.

We expect to implement these new standards by their effective dates, and do not expect their adoption to have an impact on our results of operations, financial condition or cash flows.

Business Acquisitions and Investments

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Acquisitions and Investments

Super ATV, LLC (“SuperATV”)

The Transaction was funded in cash through the refinancing of our existing credit facility discussed further in Note 7, "Long-Term Debt."

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date:


(in thousands)
Accounts receivable	$	3,317
Inventories	90,428
Prepaids and other current assets	5,293
Property, plant and equipment	23,776
Goodwill	247,474
Identifiable intangible assets	157,500
Operating lease right-of-use assets	11,661
Other Assets	3,001
Accounts payable	(7,436)
Accrued compensation	(2,086)
Accrued customer rebates and returns	(1,609)
Other current liabilities	(8,726)
Long-term operating lease liabilities	(9,508)
Other long-term liabilities	(3,307)
Net cash consideration	509,778

The unaudited pro forma information for the periods set forth below gives effect to the Transaction as if it had occurred as of December 26, 2021 the beginning of the fiscal 2022 period.


	For the Year Ended
(in thousands, except per share data, unaudited)	December 31, 2022
Net sales	$	1,888,379
Net income	$	130,375
Diluted earnings per share	$	4.13

Inventories

12 Months Ended

Dec. 31, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories were as follows :


	December 31,
(in thousands)	2024		2023
Raw materials	$	29,233	$	29,750
Bulk product	246,604		211,805
Finished product	421,734		387,668
Packaging materials	10,406		8,152
Total	$	707,977	$	637,375

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment include the following:


	December 31,
(in thousands)	2024		2023
Buildings	$	67,040	$	62,434
Machinery, equipment, and tooling	223,807		208,086
Furniture, fixtures, and leasehold improvements	18,390		17,083
Software and computer equipment	127,578		113,148
Total	436,815		400,751
Less-accumulated depreciation and amortization	(272,316)		(240,638)
Property, plant and equipment, net	$	164,499	$	160,113

Net property, plant and equipment outside the United States was $4.6 million and $4.3 million as of December 31, 2024 and 2023, respectively.

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

Practical Expedients and Accounting Policy Elections

We have made certain accounting policy elections and are using certain practical expedients permitted under GAAP, as follows:

•Include both lease and non-lease components as a single lease component, as non-lease components of contracts have not historically been material.

•Account for leases with terms of one year or less as short-term leases and, as such, are not included in the right-of-use assets or lease liabilities.


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Operating lease expense	$	23,926	$	21,747	$	17,340
Short-term lease expense	4,159		7,169		5,838
Total lease expense	$	28,085	$	28,916	$	23,178

Supplemental balance sheet information related to our operating leases is as follows:


	December 31,
(in thousands)	2024			2023
Operating lease right-of-use assets	$	118,499		$	103,476

Other accrued liabilities	$	19,717		$	16,917
Long-term operating lease liabilities	105,142			91,262
Total operating lease liabilities	$	124,859		$	108,179

Weighted average remaining lease term (years)	6.33			6.85
Weighted average discount rate	5.09		%	4.20		%

The following table summarizes the maturities of our lease liabilities for all operating leases as of December 31, 2024:


(in thousands)
2025	$	25,090
2026	25,820
2027	24,095
2028	17,864
2029	15,915
Thereafter	37,215
Total lease payments	145,999
Less: Imputed interest	(21,140)
Present value of lease liabilities	$	124,859

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

Goodwill included the following:


(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Consolidated
Balance at December 31, 2022	$	—	$	—	$	—	$	443,035
Measurement period adjustments	—		—		—		233
Foreign currency translation	—		—		—		621
Reporting unit reorganization	313,704		57,876		72,309		—
Balance at December 31, 2023	313,704		57,876		72,309		443,889
Goodwill acquired	—		—		1,167		1,167
Foreign currency translation	—		(2,170)		—		(2,170)
Balance at December 31, 2024	$	313,704	$	55,706	$	73,476	$	442,886

Intangible Assets

Intangible assets, subject to amortization, included the following:


		December 31,
		2024						2023
Intangible assets subject to amortization	Weighted Average Amortization Period (years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(dollars in thousands)
Customer relationships	15.4	$	173,430	$	41,358	$	132,072	$	175,430	$	31,678	$	143,752
Trade names	14.1	67,690		14,999		52,691		67,690		10,676		57,014
Product Portfolio	13.7	107,800		16,522		91,278		107,800		9,720		98,080
Technology	3.8	2,167		1,318		849		2,167		1,069		1,098
Patents and Other	7.3	2,350		1,027		1,323		2,230		618		1,612
Total		$	353,437	$	75,224	$	278,213	$	355,317	$	53,761	$	301,556


(in thousands)
2025	$	21,649
2026	20,492
2027	20,081
2028	19,856
2029	19,770
Thereafter	176,365
Total	$	278,213

Long-Term Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt


(in thousands)	December 31, 2024
2025	$	28,125
2026	37,500
2027	403,125
Total	$	468,750

Long-term debt on the consolidated balance sheets is presented net of unamortized debt issuance costs, which totaled $1.1 million and $1.5 million as of December 31, 2024 and 2023, respectively.

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Information

Segment results are as follows:


	For the Year Ended December 31, 2024
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,565,601	$	231,515	$	212,081	$	2,009,197
Cost of goods sold	925,319		171,732		104,994		1,202,045
Factoring expense	51,252		—		—		51,252
Other segment expenses	304,866		53,303		74,752		432,921
Segment income from operations	$	284,164	$	6,480	$	32,335	$	322,979

Segment assets	$	1,203,165	$	157,493	$	85,606	$	1,446,264
Depreciation	$	26,485	$	3,725	$	3,750	$	33,960
Capital expenditures	$	34,164	$	2,421	$	2,836	$	39,421

	For the Year Ended December 31, 2023
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,462,474	$	256,913	$	210,401	$	1,929,788
Cost of goods sold	928,983		192,729		110,840		1,232,552
Factoring expense	50,231		—		—		50,231
Other segment expenses	296,101		49,679		67,943		413,723
Segment income from operations	$	187,159	$	14,505	$	31,618	$	233,282

Segment assets	$	1,083,347	$	162,583	$	78,424	$	1,324,354
Depreciation	$	25,239	$	3,239	$	3,420	$	31,898
Capital expenditures	$	33,445	$	3,581	$	6,942	$	43,968

	For the Year Ended December 31, 2022
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,425,892	$	258,215	$	49,642	$	1,733,749
Cost of goods sold	949,918		183,233		25,078		1,158,229
Factoring expense	37,188		—		—		37,188
Other segment expenses	269,207		45,244		16,027		330,478
Segment income from operations	$	169,579	$	29,738	$	8,537	$	207,854

Segment assets	$	1,047,987	$	177,557	$	106,219	$	1,331,763
Depreciation	$	25,062	$	2,772	$	798	$	28,632
Capital expenditures	$	31,682	$	4,769	$	1,432	$	37,883

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


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Segment income from operations	$	322,979	$	233,282	$	207,854
Acquisition-related intangible assets amortization	(22,476)		(21,817)		(14,070)
Acquisition-related transaction and other costs	(2,621)		(15,373)		(22,736)
Fair value adjustment to contingent consideration	—		20,469		—
Executive transition services expenses	—		(1,801)		—
Pretax reduction in workforce costs	(4,973)		—		—
Interest expense, net	(39,727)		(48,061)		(15,582)
Other income, net	3,070		1,804		735
Consolidated income before income taxes	$	256,252	$	168,503	$	156,201

A reconciliation of segment assets to consolidated assets is as follows:


	December 31,
(in thousands)	2024		2023		2022
Segment assets	$	1,446,264	$	1,324,354	$	1,331,763
Other current assets	87,968		69,468		85,834
Other non-current assets	890,289		898,585		924,189
Consolidated assets	$	2,424,521	$	2,292,407	$	2,341,786

Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

Prior to December 1, 2023, we leased our Colmar, PA facility from an entity in which Steven Berman, our Non-Executive Chairman, and certain of his family members are owners. On December 1, 2023, the Colmar facility was sold to a third party, subject to our lease. We also lease a portion of our Lewisberry, PA facility from an entity in which Mr. Berman and certain of his family members are owners. The Colmar lease was, and the Lewisberry lease is, a non-cancelable operating lease. The Lewisberry lease expires December 31, 2027.

The following table represents the total payments for the years ended December 31, 2024, 2023, and 2022, under the related party agreements described above:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Facility leases with Steven Berman-related entities	$	715	$	2,918	$	2,458
Facility leases with Lindsay Hunt-related entities	$	2,757	$	2,603	$	519
Service agreements with Lindsay Hunt-related entities	$	54	$	200	$	67

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

The components of the provision for income taxes are as follows:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Current:
Federal	$	56,879	$	34,600	$	31,683
State	17,907		5,602		7,141
Foreign	2,300		2,002		1,708
	77,086		42,204		40,532
Deferred:
Federal	(7,407)		(1,936)		(4,003)
State	(2,618)		(338)		(1,022)
Foreign	(813)		(686)		(855)
	(10,838)		(2,960)		(5,880)
Provision for income taxes	$	66,248	$	39,244	$	34,652

The following is a reconciliation of income taxes at the statutory tax rate to the Company's effective tax rate:


	For the Year Ended December 31,
	2024		2023		2022
Federal taxes at statutory rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal tax benefit	2.4		2.1		2.5
Uncertain tax positions	2.9		0.2		0.3
Research and development tax credit	(0.5)		(0.7)		(0.7)
Federal permanent items	—		0.3		(0.2)
Effect of foreign operations	0.1		0.3		—
Other	—		0.1		(0.7)
Effective tax rate	25.9	%	23.3	%	22.2	%

At December 31, 2024, we had $10.3 million of unrecognized tax benefits, all of which would affect our effective tax rate if recognized.

The following table summarizes the change in unrecognized tax benefits for the three years ended December 31:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Balance at beginning of year	$	4,539	$	3,856	$	1,204
Reductions due to lapses in statutes of limitations	(174)		(716)		(139)
Reductions due to tax positions settled	(180)		—		—
Additions related to positions taken during a prior period	—		—		2,136
Reductions due to reversals of prior year positions	(1,125)		—		—
Additions based on tax positions taken during the current period	7,253		1,399		655
Balance at end of year	10,313		4,539		3,856

The Company does not anticipate material changes in the amount of unrecognized income tax benefits over the next year.

Deferred income taxes result from timing differences in the recognition of revenue and expense between tax and financial statement purposes. The sources of temporary differences are as follows:


	December 31,
(in thousands)	2024		2023
Assets:
Inventories	$	15,111	$	17,829
Accounts receivable	24,723		20,472
Operating lease liability	31,850		26,261
Accrued expenses	10,932		7,002
Capitalized research and development expenses	16,840		12,263
Net operating losses	295		289
Foreign tax credits	469		469
State tax credits	427		379
Capital loss carryforward	474		478
Total deferred tax assets	101,121		85,442
Valuation allowance	(1,429)		(1,354)
Net deferred tax assets	99,692		84,088
Liabilities:
Depreciation	12,938		16,481
Goodwill and intangible assets	52,564		49,798
Operating lease right of use asset	30,146		25,142
Other	1,958		1,592
Gross deferred tax liabilities	97,606		93,013
Net deferred tax assets (liabilities)	$	2,086	$	(8,925)

During 2024, we increased the valuation allowance against the deferred tax assets noted above by an immaterial amount.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Shareholders’ Agreement. A shareholders’ agreement was entered into in September 1990 and amended and restated on July 1, 2006. Under the agreement, each of the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman, Fred Berman, Deanna Berman, and additional shareholders named in the agreement has, among other things, granted the others of them rights of first refusal, exercisable on a pro-rata basis or in such other proportions as the exercising shareholders may agree, to purchase shares of our common stock which any of them, or upon their deaths their respective estates, proposes to sell to third parties. We have agreed with these shareholders that, upon their deaths, to the extent that any of their shares are not purchased by any of these surviving shareholders and may not be sold without registration under the Securities Act of 1933, as amended (the "1933 Act"), we will use our best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased shareholder. The additional shareholders that are a party to the agreement are trusts affiliated with the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman, or Fred Berman, or each person’s respective spouse or children. Acquisitions. We have contingent consideration related to prior acquisitions due to the uncertainty of the ultimate amount of any payments that will become due as earnout payments if performance targets are achieved. If the remaining performance targets for the acquisitions are fully achieved, the maximum additional contingent payments to be made under the transaction documents would be $102.0 million in the aggregate. As of December 31, 2024 and December 31, 2023, we estimated that zero payments are expected to become due in connection with the acquisitions, and therefore accrued no liability. For the year ended December 31, 2023, we recorded a net decrease of $20.0 million to the contingent consideration liability for a prior acquisition, comprising a $20.5 million decrease in fair value based on the modeling of a range of performance outcomes relative to the achievement of targets established in the purchase agreement, partially offset by $0.5 million of accretion on the liability resulting from the passage of time. The net benefit was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. For the year ended December 31, 2022, we recorded a charge of $1.8 million in connection with earnout provisions under a prior acquisition, with the charge included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. During the year ended December 31, 2022, we paid $1.8 million to fully settle this earnout provision associated with the prior acquisition. Other Contingencies. We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, employment claims, competitive practices, intellectual property infringement, product liability claims, and other matters arising out of 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, and results of operations in the period in which any such effects are recorded.

Revenue Recognition

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Practical Expedients and Accounting Policy Elections

We have made certain accounting policy elections and are using certain practical expedients permitted under GAAP, as follows:

•Expense costs to obtain a contract as incurred when the expected period of benefit, and therefore the amortization period, is one year or less.

•Account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment activity rather than a separate performance obligation.

Disaggregated Revenue

For disaggregation of net sales by operating segments, refer to Note 8, "Segment Information", to the Consolidated Financial Statements.

The following table presents our disaggregated net sales by geography.


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Net Sales to U.S. Customers	$	1,848,420	$	1,772,092	$	1,606,472
Net Sales to Non-U.S. Customers	160,777		157,696		127,277
Net Sales	$	2,009,197	$	1,929,788	$	1,733,749

Capital Stock

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Capital Stock

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

The following table summarizes the weighted average valuation assumptions used to calculate the fair value of total shareholder return performance-based RSUs containing a market condition granted:


	For the Year Ended December 31,
	2024			2023			2022
Share price	$	90.47		$	91.28		$	96.36
Expected dividend yield	0.0		%	0.0		%	0.0		%
Expected stock price volatility	33.4		%	32.8		%	38.3		%
Risk-free interest rate	4.4		%	4.6		%	1.6		%
Expected life	2.8 years			2.8 years			2.8 years

The following table summarizes our RSA and RSU activity for the three years ended December 31, 2024:


	Shares	Weighted Average Fair Value
Balance at December 25, 2021	206,677	$	85.97
Granted	130,131	$	96.32
Vested	(55,255)	$	83.70
Canceled	(42,631)	$	85.89
Balance at December 31, 2022	238,922	$	92.07
Granted	112,893	$	95.34
Vested	(73,169)	$	80.63
Canceled	(21,092)	$	85.00
Balance at December 31, 2023	257,554	$	97.33
Granted	188,620	$	99.08
Vested	(75,305)	$	89.84
Canceled	(30,291)	$	111.29
Balance at December 31, 2024	340,578	$	97.84

Stock Options


	For the Year Ended December 31,
	2023			2022
Expected dividend yield	0		%	0		%
Expected stock price volatility	35		%	34		%
Risk-free interest rate	4.3		%	1.8		%
Expected life of options	5.3 years			5.3 years
Weighted-average grant-date fair value	$	35.93		$	32.55

The following table summarizes our stock option activity for the three years ended December 31, 2024:


	Shares	Option Price per Share	Weighted Average Price		Weighted Average Remaining Terms (years)	Aggregate Intrinsic Value (in thousands)
Balance at December 25, 2021	233,396	$61.68– $103.61	$	77.85
Granted	79,749	$83.81 – $111.53	$	96.96
Exercised	(32,201)	$61.68 – $83.06	$	71.74
Canceled	(12,162)	$61.68 – $101.45	$	82.19
Balance at December 31, 2022	268,119	$61.68 –$111.53	$	84.03
Granted	79,404	$86.63 – $91.28	$	91.13
Exercised	(24,297)	$61.68 – $82.94	$	72.33
Expired	(7,488)	$81.91 – $101.45	$	91.24
Canceled	(4,521)	$82.94– $101.45	$	88.52
Balance at December 31, 2023	311,217	$61.68– $111.53	$	86.52

Exercised	(65,180)	$61.68 – $111.53	$	74.34
Expired	(7,228)	$91.28 – $101.45	$	94.71
Canceled	(4,520)	$91.28 – $101.45	$	97.64
Balance at December 31, 2024	234,289	$61.68 – $111.53	$	89.44	4.6	$	9,398
Exercisable at	135,471	$61.68 – $103.61	$	85.73	3.9	$	5,936


	For the Year Ended December 31,
	2024		2023		2022
Shares repurchased and canceled	18,457		13,778		23,015
Total cost of shares repurchased and canceled (in thousands)	$	1,935	$	1,160	$	2,357
Average price per share	$	104.86	$	84.22	$	102.40

At December 31, 2024, the 401(k) Plan held 128,666 shares of our common stock.

The following table summarizes the repurchase and cancellation of common stock:


	For the Year Ended December 31,
	2024		2023		2022
Shares repurchased and canceled	855,971		201,632		180,750
Total cost of shares repurchased and canceled (in thousands)	$	78,091	$	15,333	$	17,577
Average price per share	$	91.23	$	76.05	$	97.24

401(k) Retirement Plans. We have a 401(k) plan that cover substantially all of our employees as of December 31, 2024. Annual company contributions are discretionary in nature, in accordance with the

respective plan documents. Total expense related to the plans was $13.1 million, $9.1 million, and $8.2 million in the years ended December 31, 2024, 2023, and 2022, respectively.

Earnings Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The following table sets forth the computation of basic earnings per share and diluted earnings per share:


	For the Year Ended December 31,
(in thousands, except per share data)	2024		2023		2022
Numerator:
Net income	$	190,004	$	129,259	$	121,549
Denominator:
Weighted average basic shares outstanding	30,797		31,455		31,434
Effect of compensation awards	159		78		109
Weighted average diluted shares outstanding	30,956		31,533		31,543
Earnings Per Share:
Basic	$	6.17	$	4.11	$	3.87
Diluted	$	6.14	$	4.10	$	3.85

Schedule II: Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2024

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II: Valuation and Qualifying Accounts

SCHEDULE II: Valuation and Qualifying Accounts


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Allowance for doubtful accounts:
Balance, beginning of period	$	3,518	$	1,363	$	1,326
Provision	90		4,592		56
Charge-offs	(1,989)		(2,437)		(19)

Balance, end of period	$	1,619	$	3,518	$	1,363
Allowance for customer credits:
Balance, beginning of period	$	204,495	$	192,116	$	188,080
Provision	419,611		407,328		373,157
Charge-offs	(419,751)		(394,949)		(369,121)
Balance, end of period	$	204,355	$	204,495	$	192,116

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net income	$ 190,004	$ 129,259	$ 121,549

Insider Trading Arrangements

3 Months Ended

12 Months Ended

Dec. 31, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement


Name and Title of Director or Officer	Date of Adoption of Agreement	Expiration Date of Agreement1	Aggregate Number of Securities to be Purchased or Sold
Donna M. Long SVP, Chief Information Officer	November 19, 2024	December 31, 2025	13,2202
Jeffrey L. Darby SVP, Sales and Marketing	December 5, 2024	June 30, 2025	11,6463
Steven L. Berman4 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.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Donna M. Long [Member]

Trading Arrangements, by Individual

Name

Donna M. Long

Title

SVP, Chief Information Officer

Rule 10b5-1 Arrangement Adopted

true

November 19, 2024

December 31, 2025

407 days

13,220

Steven L. Berman [Member]

Trading Arrangements, by Individual

Name

Steven L. Berman

Title

Non-Executive Chairman of the Board

Rule 10b5-1 Arrangement Adopted

true

December 13, 2024

March 16, 2026

458 days

540,000

Jeffrey L. Darby [Member]

Trading Arrangements, by Individual

Name

Jeffrey L. Darby

Title

SVP, Sales and Marketing

Rule 10b5-1 Arrangement Adopted

true

December 5, 2024

June 30, 2025

207 days

11,646

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We depend on a variety of information systems and technologies (including cloud technologies) (collectively, “IT Systems”) to manage our business. We rely on these IT Systems to provide information for substantially all of our business operations, including supply chain, order processing, e-commerce, human resources, legal, compliance, marketing, finance, and accounting. Our core IT Systems consist mostly of purchased and licensed software programs that integrate together and with our internally developed solutions. As part of our risk management program, we monitor and assess the risks posed by cybersecurity threats to those internal and external systems and solutions and maintain an information security program designed to mitigate such risks. Our information security program includes development, implementation, and improvement of policies and procedures to safeguard information to help ensure availability of critical data and systems. To the extent we utilize third-party vendors to provide information technology services for various areas, including human resources functions (e.g., payroll), we generally require these vendors to monitor and protect their information technology systems against cyber-attacks and other breaches. The Company's technology environment is managed by an experienced team of professionals who follow an extensive set of policies and procedures related to data security. Our program further includes review and assessment by external, independent third parties, who assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. With the assistance of one such reputable third party, the Company conducts biannual maturity assessments of its IT Systems against the National Institute of Standards of Technology (NIST) Cybersecurity Framework. We also carry insurance that provides protection against the risks from cybersecurity threats. To our knowledge, during 2024, there were no material cybersecurity incidents or threats that materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We depend on a variety of information systems and technologies (including cloud technologies) (collectively, “IT Systems”) to manage our business. We rely on these IT Systems to provide information for substantially all of our business operations, including supply chain, order processing, e-commerce, human resources, legal, compliance, marketing, finance, and accounting. Our core IT Systems consist mostly of purchased and licensed software programs that integrate together and with our internally developed solutions.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Pursuant to its charter, the Audit Committee of the Board of Directors (the “Board”) has oversight of the Company's information security program, including, but not limited to, risks regarding cybersecurity threats. In particular, the Audit Committee reviews with management the Company’s key IT Systems and evaluates the adequacy of the Company’s information security program, compliance, and controls. The Company's Senior Vice President and Chief Information Officer (“CIO”), who reports to the Company’s Chief Executive Officer, is responsible for the operation of the Company’s information security program. Our CIO is an IT veteran with over 25 years of experience in building and maturing cyber programs for large public companies. The CIO is supported by an internal team of certified security analysts who work in conjunction with leading security operations managed service providers to manage detection and response. On at least an annual basis, a cyber risk report that highlights program governance, risks, and opportunities is provided to the Audit Committee and the full Board. The Company maintains a Security Committee, which is led by the CIO and is comprised of individuals from the Company’s IT department – including dedicated security team members with various security certifications. The Security Committee regularly reviews information security program governance and key performance indicators. These reviews typically include the number of events, number of investigations, mean response time, and cyber trends. The Security Committee oversees the Company’s security roadmap and ensures the monitoring of information security policies and procedures covering areas such as back-up and retention, acceptable use, disaster recovery, incident management, and passwords. The success of the Company’s information security program relies not only on ownership by the CIO’s organization but also on an active and collaborative relationship within the business. The Company requires all employees to complete cyber training annually. For 2024, the Company maintained a security learning management system with phishing simulations distributed regularly to enhance cyber resiliency. Additionally, the Company leverages communications, contests, policies, videos, and visuals to continuously raise awareness among employees.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Pursuant to its charter, the Audit Committee of the Board of Directors (the “Board”) has oversight of the Company's information security program, including, but not limited to, risks regarding cybersecurity threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Pursuant to its charter, the Audit Committee of the Board of Directors (the “Board”) has oversight of the Company's information security program, including, but not limited to, risks regarding cybersecurity threats. In particular, the Audit Committee reviews with management the Company’s key IT Systems and evaluates the adequacy of the Company’s information security program, compliance, and controls. The Company's Senior Vice President and Chief Information Officer (“CIO”), who reports to the Company’s Chief Executive Officer, is responsible for the operation of the Company’s information security program. Our CIO is an IT veteran with over 25 years of experience in building and maturing cyber programs for large public companies. The CIO is supported by an internal team of certified security analysts who work in conjunction with leading security operations managed service providers to manage detection and response.
Cybersecurity Risk Role of Management [Text Block]	The Company's Senior Vice President and Chief Information Officer (“CIO”), who reports to the Company’s Chief Executive Officer, is responsible for the operation of the Company’s information security program. Our CIO is an IT veteran with over 25 years of experience in building and maturing cyber programs for large public companies. The CIO is supported by an internal team of certified security analysts who work in conjunction with leading security operations managed service providers to manage detection and response.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	false
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The Company's Senior Vice President and Chief Information Officer (“CIO”), who reports to the Company’s Chief Executive Officer, is responsible for the operation of the Company’s information security program. Our CIO is an IT veteran with over 25 years of experience in building and maturing cyber programs for large public companies. The CIO is supported by an internal team of certified security analysts who work in conjunction with leading security operations managed service providers to manage detection and response.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our CIO is an IT veteran with over 25 years of experience in building and maturing cyber programs for large public companies.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	On at least an annual basis, a cyber risk report that highlights program governance, risks, and opportunities is provided to the Audit Committee and the full Board.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation. The Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents. We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.
Sales of Accounts Receivable	Sales of Accounts Receivable. We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions. Transactions under these programs were accounted for as sales of accounts receivable and were removed from our Consolidated Balance Sheet at the time of the sales transactions.
Inventories	Inventories. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Inventories include the cost of material, freight, direct labor, and overhead utilized in the processing of our products. We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements, and product line updates.
Property, Plant and Equipment	Property, Plant and Equipment. Property, plant and equipment are recorded at cost and depreciated over the estimated useful lives, which range from 1 to 39 years, using the straight-line method for financial statement reporting purposes and accelerated methods for income tax purposes. The costs of maintenance and repairs are expensed as incurred. Renewals and betterments are capitalized. Gains and losses on disposals are included in operating results.
Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets	Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets. Long-lived assets, including property, plant, and equipment and amortizable identifiable intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The impairment review is a two-step process. First, recoverability is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, the second step of the impairment test is performed, and an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. The assets and liabilities of a disposal group classified as held for sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. Goodwill is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of the goodwill may be impaired. For the annual test, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount (“Step 0”). If through the Step 0 test we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount (or if the Company elects to not perform Step 0), then we would perform a quantitative test (“Step 1”) to determine whether an impairment charge was necessary. During 2023 and 2024, we elected to perform a Step 1 test of our goodwill for the purpose of assessing goodwill for impairment. For both the years ended December 31, 2024 and 2023, we determined that goodwill was not impaired.
Purchase Accounting	Purchase Accounting. The purchase price of an acquired business is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with the excess recorded as goodwill. Such fair market value assessments require judgments and estimates which may change over time and may cause the final amounts to differ materially from their original estimates. These adjustments to fair value assessments are recorded to goodwill over the purchase price allocation period which cannot exceed 12 months from the date of acquisition.
Other Assets	Other Assets. Other assets include primarily core inventory, deposits, and equity method investments. Certain products we sell contain parts that can be recycled, or as more commonly referred to in our industry, remanufactured. We refer to these parts as cores. A used core is remanufactured and sold to a customer. Customers and end-users will generally return used cores to us, which we then use in the remanufacturing process to make another finished good. Core inventory was $15.4 million and $20.0 million as of December 31, 2024 and 2023, respectively, and is classified as long-term based on our view that the value of the cores is not expected to be consumed or realized in cash during our normal annual operating cycle. We have investments that we account for according to the equity method of accounting. The total book value of these investments was $11.2 million and $10.8 million at December 31, 2024 and 2023, respectively. These investments provided $5.3 million, $5.7 million, and $5.5 million of income during the year ended December 31, 2024, 2023, and 2022, respectively. Additionally, we have an investment that we account for according to the cost method of accounting.
Other Accrued Liabilities	Other Accrued Liabilities. Other accrued liabilities include primarily accrued commissions, accrued income taxes, insurance liabilities, and other current liabilities.
Revenue Recognition and Accrued Customer Rebates and Returns	Revenue Recognition and Accrued Customer Rebates and Returns. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, in an amount representing the consideration the Company expects to receive in exchange for selling products to its customers. We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits, and other discounts in the period of the sale ("Customer Credits"). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase of accrued customer rebates and returns, which is included in current liabilities. The provision for Customer Credits is estimated based on contractual provisions, historical experience, and our assessment of current market conditions and includes various assumptions including, but not limited to, the length of time between when a sale occurs and a credit is issued. Actual Customer Credits have not differed materially from estimated amounts. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. As noted above, Customer Credits include core return deposits which are an estimate of the amount we believe we will refund to our customers when used cores are returned to us. The price we invoice to customers for remanufactured cores contains both the amount we charge to remanufacture the part and a deposit for the core. We charge a core deposit to encourage the customer to return the used core to us so that it can be used in our remanufacturing process. We allow our customers up to twenty-four months to return the used core to us. Core return deposits are reserved based on the expected deposits to be issued to customers based on historical returns.
Research and Development	Research and Development. Research and development costs are expensed as incurred.
Stock-Based Compensation	Stock-Based Compensation. At December 31, 2024, we had awards outstanding under a stock-based employee compensation plan, which is described more fully in Note 13, "Capital Stock." We record compensation expense for all awards granted. The value of time-based restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued was based on the fair value of our common stock on the grant date. The fair value of performance-based RSUs, for which the performance measure is total shareholder return relative to a defined peer group, is determined using a Monte Carlo simulation model. The fair value of performance-based RSUs for which the performance measure is return on invested capital over the performance period was based on the fair value of our common stock on the grant date. The fair value of stock options granted is determined using the Black-Scholes option valuation model on the grant date.
Income Taxes	Income Taxes. We follow the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the enacted tax rate expected to be in effect when taxes are paid or recovered. Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, we accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the Consolidated Statements of Operations.
Concentrations of Risk	Concentrations of Risk. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. All cash equivalents are managed within established guidelines that limit the amount that may be invested with one issuer. A significant percentage of our accounts receivable have been, and will continue to be, concentrated among a relatively small number of automotive retailers and warehouse distributors in the United States. Our 4 largest customers accounted for 78% and 74% of net accounts receivable as of December 31, 2024 and 2023, respectively. We continually monitor the credit terms and credit limits for these and other customers.
Fair Value Disclosures	Fair Value Disclosures. The carrying value of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments. The carrying value of our long-term debt approximates its fair value because it bears interest at a rate indexed to a market rate (Term SOFR). Additionally, the fair value of assets acquired and liabilities assumed are determined at the date of acquisition. Contingent consideration associated with an acquisition is recorded at fair value at the acquisition date and is adjusted to fair value at each reporting period.
Recent Accounting Pronouncements	Recent Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures. The ASU requires additional disclosures about reportable segments’ significant expenses on an interim and annual basis. The ASU was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We adopted this guidance for our annual report on Form 10-K for the year ended December 31, 2024 and applied the amendments retrospectively to all prior periods presented. The disclosures for interim periods will be adopted in our fiscal year beginning on January 1, 2025. The adoption of this standard did not have a material impact on our results of operations or financial condition. See Note 8, "Segment Information," for further details on segment information. In December 2023, the 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. 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 these new standards by their effective dates, and do not expect their adoption to have an impact on our results of operations, financial condition or cash flows.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Sales of Accounts Receivable

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


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Sales of accounts receivable	$	1,106,400	$	949,517	$	1,048,671
Factoring costs	$	51,252	$	50,231	$	37,188

Estimated Useful Lives by Major Asset

Estimated useful lives by major asset category are as follows:


Buildings and building improvements			10 to 39 years
Machinery, equipment, and tooling			3 to 10 years
Software and computer equipment			3 to 10 years
Furniture, fixtures, and leasehold improvements			1 to 39 years

Property, plant and equipment include the following:


	December 31,
(in thousands)	2024		2023
Buildings	$	67,040	$	62,434
Machinery, equipment, and tooling	223,807		208,086
Furniture, fixtures, and leasehold improvements	18,390		17,083
Software and computer equipment	127,578		113,148
Total	436,815		400,751
Less-accumulated depreciation and amortization	(272,316)		(240,638)
Property, plant and equipment, net	$	164,499	$	160,113

Business Acquisitions and Investments (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date:


(in thousands)
Accounts receivable	$	3,317
Inventories	90,428
Prepaids and other current assets	5,293
Property, plant and equipment	23,776
Goodwill	247,474
Identifiable intangible assets	157,500
Operating lease right-of-use assets	11,661
Other Assets	3,001
Accounts payable	(7,436)
Accrued compensation	(2,086)
Accrued customer rebates and returns	(1,609)
Other current liabilities	(8,726)
Long-term operating lease liabilities	(9,508)
Other long-term liabilities	(3,307)
Net cash consideration	509,778

Summary of Unaudited Proforma Information


	For the Year Ended
(in thousands, except per share data, unaudited)	December 31, 2022
Net sales	$	1,888,379
Net income	$	130,375
Diluted earnings per share	$	4.13

Inventories (Tables)

12 Months Ended

Dec. 31, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories were as follows :


	December 31,
(in thousands)	2024		2023
Raw materials	$	29,233	$	29,750
Bulk product	246,604		211,805
Finished product	421,734		387,668
Packaging materials	10,406		8,152
Total	$	707,977	$	637,375

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Estimated useful lives by major asset category are as follows:


Buildings and building improvements			10 to 39 years
Machinery, equipment, and tooling			3 to 10 years
Software and computer equipment			3 to 10 years
Furniture, fixtures, and leasehold improvements			1 to 39 years

Property, plant and equipment include the following:


	December 31,
(in thousands)	2024		2023
Buildings	$	67,040	$	62,434
Machinery, equipment, and tooling	223,807		208,086
Furniture, fixtures, and leasehold improvements	18,390		17,083
Software and computer equipment	127,578		113,148
Total	436,815		400,751
Less-accumulated depreciation and amortization	(272,316)		(240,638)
Property, plant and equipment, net	$	164,499	$	160,113

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Summary of Lease Expense

The following table summarizes the lease expense:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Operating lease expense	$	23,926	$	21,747	$	17,340
Short-term lease expense	4,159		7,169		5,838
Total lease expense	$	28,085	$	28,916	$	23,178

Summary of Supplemental Balance Sheet Information Related to Operating Leases

Supplemental balance sheet information related to our operating leases is as follows:


	December 31,
(in thousands)	2024			2023
Operating lease right-of-use assets	$	118,499		$	103,476

Other accrued liabilities	$	19,717		$	16,917
Long-term operating lease liabilities	105,142			91,262
Total operating lease liabilities	$	124,859		$	108,179

Weighted average remaining lease term (years)	6.33			6.85
Weighted average discount rate	5.09		%	4.20		%

Summary of Maturities of Operating Lease Liabilities

The following table summarizes the maturities of our lease liabilities for all operating leases as of December 31, 2024:


(in thousands)
2025	$	25,090
2026	25,820
2027	24,095
2028	17,864
2029	15,915
Thereafter	37,215
Total lease payments	145,999
Less: Imputed interest	(21,140)
Present value of lease liabilities	$	124,859

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill included the following:


(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Consolidated
Balance at December 31, 2022	$	—	$	—	$	—	$	443,035
Measurement period adjustments	—		—		—		233
Foreign currency translation	—		—		—		621
Reporting unit reorganization	313,704		57,876		72,309		—
Balance at December 31, 2023	313,704		57,876		72,309		443,889
Goodwill acquired	—		—		1,167		1,167
Foreign currency translation	—		(2,170)		—		(2,170)
Balance at December 31, 2024	$	313,704	$	55,706	$	73,476	$	442,886

Schedule of Intangible Assets

Intangible assets, subject to amortization, included the following:


		December 31,
		2024						2023
Intangible assets subject to amortization	Weighted Average Amortization Period (years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
(dollars in thousands)
Customer relationships	15.4	$	173,430	$	41,358	$	132,072	$	175,430	$	31,678	$	143,752
Trade names	14.1	67,690		14,999		52,691		67,690		10,676		57,014
Product Portfolio	13.7	107,800		16,522		91,278		107,800		9,720		98,080
Technology	3.8	2,167		1,318		849		2,167		1,069		1,098
Patents and Other	7.3	2,350		1,027		1,323		2,230		618		1,612
Total		$	353,437	$	75,224	$	278,213	$	355,317	$	53,761	$	301,556

Schedule of Estimated Future Amortization Expense

The estimated future amortization expense for intangible assets as of December 31, 2024 is summarized as follows:


(in thousands)
2025	$	21,649
2026	20,492
2027	20,081
2028	19,856
2029	19,770
Thereafter	176,365
Total	$	278,213

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Summary of Principal Amortization Payments and Maturities


(in thousands)	December 31, 2024
2025	$	28,125
2026	37,500
2027	403,125
Total	$	468,750

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Segment results are as follows:


	For the Year Ended December 31, 2024
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,565,601	$	231,515	$	212,081	$	2,009,197
Cost of goods sold	925,319		171,732		104,994		1,202,045
Factoring expense	51,252		—		—		51,252
Other segment expenses	304,866		53,303		74,752		432,921
Segment income from operations	$	284,164	$	6,480	$	32,335	$	322,979

Segment assets	$	1,203,165	$	157,493	$	85,606	$	1,446,264
Depreciation	$	26,485	$	3,725	$	3,750	$	33,960
Capital expenditures	$	34,164	$	2,421	$	2,836	$	39,421

	For the Year Ended December 31, 2023
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,462,474	$	256,913	$	210,401	$	1,929,788
Cost of goods sold	928,983		192,729		110,840		1,232,552
Factoring expense	50,231		—		—		50,231
Other segment expenses	296,101		49,679		67,943		413,723
Segment income from operations	$	187,159	$	14,505	$	31,618	$	233,282

Segment assets	$	1,083,347	$	162,583	$	78,424	$	1,324,354
Depreciation	$	25,239	$	3,239	$	3,420	$	31,898
Capital expenditures	$	33,445	$	3,581	$	6,942	$	43,968

	For the Year Ended December 31, 2022
(in thousands)	Light Duty		Heavy Duty		Specialty Vehicle		Total
Net sales	$	1,425,892	$	258,215	$	49,642	$	1,733,749
Cost of goods sold	949,918		183,233		25,078		1,158,229
Factoring expense	37,188		—		—		37,188
Other segment expenses	269,207		45,244		16,027		330,478
Segment income from operations	$	169,579	$	29,738	$	8,537	$	207,854

Segment assets	$	1,047,987	$	177,557	$	106,219	$	1,331,763
Depreciation	$	25,062	$	2,772	$	798	$	28,632
Capital expenditures	$	31,682	$	4,769	$	1,432	$	37,883

Reconciliation of Operating Income from Segments to Consolidated

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


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Segment income from operations	$	322,979	$	233,282	$	207,854
Acquisition-related intangible assets amortization	(22,476)		(21,817)		(14,070)
Acquisition-related transaction and other costs	(2,621)		(15,373)		(22,736)
Fair value adjustment to contingent consideration	—		20,469		—
Executive transition services expenses	—		(1,801)		—
Pretax reduction in workforce costs	(4,973)		—		—
Interest expense, net	(39,727)		(48,061)		(15,582)
Other income, net	3,070		1,804		735
Consolidated income before income taxes	$	256,252	$	168,503	$	156,201

Reconciliation of Assets from Segment to Consolidated

A reconciliation of segment assets to consolidated assets is as follows:


	December 31,
(in thousands)	2024		2023		2022
Segment assets	$	1,446,264	$	1,324,354	$	1,331,763
Other current assets	87,968		69,468		85,834
Other non-current assets	890,289		898,585		924,189
Consolidated assets	$	2,424,521	$	2,292,407	$	2,341,786

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Related Party Agreements

The following table represents the total payments for the years ended December 31, 2024, 2023, and 2022, under the related party agreements described above:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Facility leases with Steven Berman-related entities	$	715	$	2,918	$	2,458
Facility leases with Lindsay Hunt-related entities	$	2,757	$	2,603	$	519
Service agreements with Lindsay Hunt-related entities	$	54	$	200	$	67

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Components of Income Tax Provision (Benefit)

The components of the provision for income taxes are as follows:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Current:
Federal	$	56,879	$	34,600	$	31,683
State	17,907		5,602		7,141
Foreign	2,300		2,002		1,708
	77,086		42,204		40,532
Deferred:
Federal	(7,407)		(1,936)		(4,003)
State	(2,618)		(338)		(1,022)
Foreign	(813)		(686)		(855)
	(10,838)		(2,960)		(5,880)
Provision for income taxes	$	66,248	$	39,244	$	34,652

Reconciliation of Income Taxes at Statutory Tax Rate to Company's Effective Tax Rate

The following is a reconciliation of income taxes at the statutory tax rate to the Company's effective tax rate:


	For the Year Ended December 31,
	2024		2023		2022
Federal taxes at statutory rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal tax benefit	2.4		2.1		2.5
Uncertain tax positions	2.9		0.2		0.3
Research and development tax credit	(0.5)		(0.7)		(0.7)
Federal permanent items	—		0.3		(0.2)
Effect of foreign operations	0.1		0.3		—
Other	—		0.1		(0.7)
Effective tax rate	25.9	%	23.3	%	22.2	%

Change in Unrecognized Tax Benefits

The following table summarizes the change in unrecognized tax benefits for the three years ended December 31:


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Balance at beginning of year	$	4,539	$	3,856	$	1,204
Reductions due to lapses in statutes of limitations	(174)		(716)		(139)
Reductions due to tax positions settled	(180)		—		—
Additions related to positions taken during a prior period	—		—		2,136
Reductions due to reversals of prior year positions	(1,125)		—		—
Additions based on tax positions taken during the current period	7,253		1,399		655
Balance at end of year	10,313		4,539		3,856

Reconciliation of Deferred Tax Assets and Liabilities

Deferred income taxes result from timing differences in the recognition of revenue and expense between tax and financial statement purposes. The sources of temporary differences are as follows:


	December 31,
(in thousands)	2024		2023
Assets:
Inventories	$	15,111	$	17,829
Accounts receivable	24,723		20,472
Operating lease liability	31,850		26,261
Accrued expenses	10,932		7,002
Capitalized research and development expenses	16,840		12,263
Net operating losses	295		289
Foreign tax credits	469		469
State tax credits	427		379
Capital loss carryforward	474		478
Total deferred tax assets	101,121		85,442
Valuation allowance	(1,429)		(1,354)
Net deferred tax assets	99,692		84,088
Liabilities:
Depreciation	12,938		16,481
Goodwill and intangible assets	52,564		49,798
Operating lease right of use asset	30,146		25,142
Other	1,958		1,592
Gross deferred tax liabilities	97,606		93,013
Net deferred tax assets (liabilities)	$	2,086	$	(8,925)

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Summary of Disaggregated Net Sales

The following table presents our disaggregated net sales by geography.


	For the Year Ended December 31,
(in thousands)	2024		2023		2022
Net Sales to U.S. Customers	$	1,848,420	$	1,772,092	$	1,606,472
Net Sales to Non-U.S. Customers	160,777		157,696		127,277
Net Sales	$	2,009,197	$	1,929,788	$	1,733,749

Capital Stock (Tables)

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Schedule of Weighted Average Valuation Assumptions Used to Calculate Fair Value Granted

The following table summarizes the weighted average valuation assumptions used to calculate the fair value of total shareholder return performance-based RSUs containing a market condition granted:


	For the Year Ended December 31,
	2024			2023			2022
Share price	$	90.47		$	91.28		$	96.36
Expected dividend yield	0.0		%	0.0		%	0.0		%
Expected stock price volatility	33.4		%	32.8		%	38.3		%
Risk-free interest rate	4.4		%	4.6		%	1.6		%
Expected life	2.8 years			2.8 years			2.8 years

The following table summarizes the weighted-average valuation assumptions used to calculate the fair value of options granted and the associated weighted-average grant-date fair values:


	For the Year Ended December 31,
	2023			2022
Expected dividend yield	0		%	0		%
Expected stock price volatility	35		%	34		%
Risk-free interest rate	4.3		%	1.8		%
Expected life of options	5.3 years			5.3 years
Weighted-average grant-date fair value	$	35.93		$	32.55

Summary of Restricted Stock Awards and Restricted Stock Unit Activity

The following table summarizes our RSA and RSU activity for the three years ended December 31, 2024:


	Shares	Weighted Average Fair Value
Balance at December 25, 2021	206,677	$	85.97
Granted	130,131	$	96.32
Vested	(55,255)	$	83.70
Canceled	(42,631)	$	85.89
Balance at December 31, 2022	238,922	$	92.07
Granted	112,893	$	95.34
Vested	(73,169)	$	80.63
Canceled	(21,092)	$	85.00
Balance at December 31, 2023	257,554	$	97.33
Granted	188,620	$	99.08
Vested	(75,305)	$	89.84
Canceled	(30,291)	$	111.29
Balance at December 31, 2024	340,578	$	97.84

Summary of Stock Option Activity

The following table summarizes our stock option activity for the three years ended December 31, 2024:


	Shares	Option Price per Share	Weighted Average Price		Weighted Average Remaining Terms (years)	Aggregate Intrinsic Value (in thousands)
Balance at December 25, 2021	233,396	$61.68– $103.61	$	77.85
Granted	79,749	$83.81 – $111.53	$	96.96
Exercised	(32,201)	$61.68 – $83.06	$	71.74
Canceled	(12,162)	$61.68 – $101.45	$	82.19
Balance at December 31, 2022	268,119	$61.68 –$111.53	$	84.03
Granted	79,404	$86.63 – $91.28	$	91.13
Exercised	(24,297)	$61.68 – $82.94	$	72.33
Expired	(7,488)	$81.91 – $101.45	$	91.24
Canceled	(4,521)	$82.94– $101.45	$	88.52
Balance at December 31, 2023	311,217	$61.68– $111.53	$	86.52

Exercised	(65,180)	$61.68 – $111.53	$	74.34
Expired	(7,228)	$91.28 – $101.45	$	94.71
Canceled	(4,520)	$91.28 – $101.45	$	97.64
Balance at December 31, 2024	234,289	$61.68 – $111.53	$	89.44	4.6	$	9,398
Exercisable at	135,471	$61.68 – $103.61	$	85.73	3.9	$	5,936

Summary of Shares Repurchase and Cancellation

The following table summarizes the repurchase and cancellation of common stock:


	For the Year Ended December 31,
	2024		2023		2022
Shares repurchased and canceled	18,457		13,778		23,015
Total cost of shares repurchased and canceled (in thousands)	$	1,935	$	1,160	$	2,357
Average price per share	$	104.86	$	84.22	$	102.40

The following table summarizes the repurchase and cancellation of common stock:


	For the Year Ended December 31,
	2024		2023		2022
Shares repurchased and canceled	855,971		201,632		180,750
Total cost of shares repurchased and canceled (in thousands)	$	78,091	$	15,333	$	17,577
Average price per share	$	91.23	$	76.05	$	97.24

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic Earnings per Share and Diluted Earnings per Share

The following table sets forth the computation of basic earnings per share and diluted earnings per share:


	For the Year Ended December 31,
(in thousands, except per share data)	2024		2023		2022
Numerator:
Net income	$	190,004	$	129,259	$	121,549
Denominator:
Weighted average basic shares outstanding	30,797		31,455		31,434
Effect of compensation awards	159		78		109
Weighted average diluted shares outstanding	30,956		31,533		31,543
Earnings Per Share:
Basic	$	6.17	$	4.11	$	3.87
Diluted	$	6.14	$	4.10	$	3.85

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) customer Segment	Dec. 31, 2023 USD ($) customer	Dec. 31, 2022 USD ($)
Significant Accounting Policies [Line Items]
Number of operating segments \| Segment	3
Number of reportable operating segment \| Segment	3
Long-term core inventory	$ 15.4	$ 20.0
Total book value of equity method investments with fair value	11.2	10.8
Income from equity method investments	5.3	5.7	$ 5.5
Carrying book value of cost method investments	$ 5.0	$ 5.0
Return period (up to)	24 months
Credit Concentration Risk \| Net Accounts Receivable \| Four Customer
Significant Accounting Policies [Line Items]
Number of largest customers \| customer	4	4
Concentration risk percentage	78.00%	74.00%
Supplier Concentration Risk \| Products \| Foreign Countries
Significant Accounting Policies [Line Items]
Concentration risk percentage	72.00%	70.00%
Selling, General and Administrative Expenses
Significant Accounting Policies [Line Items]
Research and development costs	$ 32.1	$ 32.3	$ 24.8
Minimum
Significant Accounting Policies [Line Items]
Estimated useful life	1 year
Maximum
Significant Accounting Policies [Line Items]
Estimated useful life	39 years

Summary of Significant Accounting Policies - Sales of Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Sales of accounts receivable	$ 1,106,400	$ 949,517	$ 1,048,671
Factoring costs	$ 51,252	$ 50,231	$ 37,188

Summary of Significant Accounting Policies - Estimated Useful Lives by Major Asset (Details)	Dec. 31, 2024
Minimum
Property, Plant And Equipment [Line Items]
Estimated useful life	1 year
Maximum
Property, Plant And Equipment [Line Items]
Estimated useful life	39 years
Buildings and building improvements \| Minimum
Property, Plant And Equipment [Line Items]
Estimated useful life	10 years
Buildings and building improvements \| Maximum
Property, Plant And Equipment [Line Items]
Estimated useful life	39 years
Machinery, equipment, and tooling \| Minimum
Property, Plant And Equipment [Line Items]
Estimated useful life	3 years
Machinery, equipment, and tooling \| Maximum
Property, Plant And Equipment [Line Items]
Estimated useful life	10 years
Software and computer equipment \| Minimum
Property, Plant And Equipment [Line Items]
Estimated useful life	3 years
Software and computer equipment \| Maximum
Property, Plant And Equipment [Line Items]
Estimated useful life	10 years
Furniture, fixtures, and leasehold improvements \| Minimum
Property, Plant And Equipment [Line Items]
Estimated useful life	1 year
Furniture, fixtures, and leasehold improvements \| Maximum
Property, Plant And Equipment [Line Items]
Estimated useful life	39 years

Business Acquisitions and Investments - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 04, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Business acquisition, purchase price		$ (100)	$ (67)	$ 488,956
Super ATV, LLC
Business Acquisition [Line Items]
Business acquisition, percentage of outstanding stock acquired	100.00%
Business acquisition, purchase price	$ 509,800
Business acquisition, net of acquired cash	6,800
Potential earn-out	$ 100,000
Payments to acquire businesses			$ 300
Business acquisition, net sales				49,600
Business acquisition, net income				$ 2,300

Business Acquisitions and Investments - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Oct. 04, 2022
Business Acquisition [Line Items]
Goodwill	$ 442,886	$ 443,889	$ 443,035
Super ATV, LLC
Business Acquisition [Line Items]
Accounts receivable				$ 3,317
Inventories				90,428
Prepaids and other current assets				5,293
Property, plant and equipment				23,776
Goodwill				247,474
Identifiable intangible assets				157,500
Operating lease right-of-use assets				11,661
Other Assets				3,001
Accounts payable				(7,436)
Accrued compensation				(2,086)
Accrued customer rebates and returns				(1,609)
Other current liabilities				(8,726)
Long-term operating lease liabilities				(9,508)
Other long-term liabilities				(3,307)
Net cash consideration				$ 509,778

Business Acquisitions and Investments - Summary of Unaudited Proforma Information (Details) - Super ATV, LLC $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares
Business Acquisition [Line Items]
Net sales	$ 1,888,379
Net income	$ 130,375
Diluted earnings per share (dollars per share) \| $ / shares	$ 4.13

Inventories - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 29,233	$ 29,750
Bulk product	246,604	211,805
Finished product	421,734	387,668
Packaging materials	10,406	8,152
Total	$ 707,977	$ 637,375

Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant And Equipment [Line Items]
Total	$ 436,815	$ 400,751
Less-accumulated depreciation and amortization	(272,316)	(240,638)
Property, plant and equipment, net	164,499	160,113
Buildings
Property, Plant And Equipment [Line Items]
Total	67,040	62,434
Machinery, equipment, and tooling
Property, Plant And Equipment [Line Items]
Total	223,807	208,086
Furniture, fixtures, and leasehold improvements
Property, Plant And Equipment [Line Items]
Total	18,390	17,083
Software and computer equipment
Property, Plant And Equipment [Line Items]
Total	$ 127,578	$ 113,148

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant And Equipment [Line Items]
Depreciation and amortization expenses	$ 34,000	$ 31,900	$ 28,600
Property, plant and equipment, net	164,499	160,113
Outside Of United States
Property, Plant And Equipment [Line Items]
Property, plant and equipment, net	$ 4,600	$ 4,300

Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Lessee Lease Description [Line Items]
Cash paid for operating leases	$ 22.8	$ 21.2	$ 16.8
Minimum
Lessee Lease Description [Line Items]
Operating lease remaining lease term	1 year
Maximum
Lessee Lease Description [Line Items]
Operating lease remaining lease term	9 years

Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease expense	$ 23,926	$ 21,747	$ 17,340
Short-term lease expense	4,159	7,169	5,838
Total lease expense	$ 28,085	$ 28,916	$ 23,178

Leases - Summary of Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease right-of-use assets	$ 118,499	$ 103,476
Other accrued liabilities	19,717	16,917
Long-term operating lease liabilities	105,142	91,262
Total operating lease liabilities	$ 124,859	$ 108,179
Weighted average remaining lease term (years)	6 years 3 months 29 days	6 years 10 months 6 days
Weighted average discount rate	5.09%	4.20%
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other accrued liabilities	Other accrued liabilities

Leases - Summary of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 25,090
2026	25,820
2027	24,095
2028	17,864
2029	15,915
Thereafter	37,215
Total lease payments	145,999
Less: Imputed interest	(21,140)
Total operating lease liabilities	$ 124,859	$ 108,179

Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Balance at beginning of period	$ 443,889	$ 443,035
Measurement period adjustments		233
Foreign currency translation	(2,170)	621
Reporting unit reorganization		0
Goodwill acquired	1,167
Balance at end of period	442,886	443,889
Light Duty
Goodwill [Roll Forward]
Balance at beginning of period	313,704	0
Measurement period adjustments		0
Foreign currency translation	0	0
Reporting unit reorganization		313,704
Goodwill acquired	0
Balance at end of period	313,704	313,704
Heavy Duty
Goodwill [Roll Forward]
Balance at beginning of period	57,876	0
Measurement period adjustments		0
Foreign currency translation	(2,170)	0
Reporting unit reorganization		57,876
Goodwill acquired	0
Balance at end of period	55,706	57,876
Specialty Vehicle
Goodwill [Roll Forward]
Balance at beginning of period	72,309	0
Measurement period adjustments		0
Foreign currency translation	0	0
Reporting unit reorganization		72,309
Goodwill acquired	1,167
Balance at end of period	$ 73,476	$ 72,309

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 353,437	$ 355,317
Accumulated Amortization	75,224	53,761
Net Carrying Value	$ 278,213	301,556
Customer relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (years)	15 years 4 months 24 days
Gross Carrying Value	$ 173,430	175,430
Accumulated Amortization	41,358	31,678
Net Carrying Value	$ 132,072	143,752
Trade names
Finite Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (years)	14 years 1 month 6 days
Gross Carrying Value	$ 67,690	67,690
Accumulated Amortization	14,999	10,676
Net Carrying Value	$ 52,691	57,014
Product Portfolio
Finite Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (years)	13 years 8 months 12 days
Gross Carrying Value	$ 107,800	107,800
Accumulated Amortization	16,522	9,720
Net Carrying Value	$ 91,278	98,080
Technology
Finite Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (years)	3 years 9 months 18 days
Gross Carrying Value	$ 2,167	2,167
Accumulated Amortization	1,318	1,069
Net Carrying Value	$ 849	1,098
Patents and Other
Finite Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (years)	7 years 3 months 18 days
Gross Carrying Value	$ 2,350	2,230
Accumulated Amortization	1,027	618
Net Carrying Value	$ 1,323	$ 1,612

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Acquisition-related intangible assets amortization	$ 22.8	$ 22.1	$ 14.2

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 21,649
2026	20,492
2027	20,081
2028	19,856
2029	19,770
Thereafter	176,365
Net Carrying Value	$ 278,213	$ 301,556

Long-Term Debt - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Oct. 04, 2022	Aug. 10, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ 1,100,000	$ 1,500,000
Dayton Parts \| New Facility
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity				$ 600,000,000.0
Super ATV, LLC \| Long-Term Debt
Debt Instrument [Line Items]
Term loan			$ 500,000,000
Super ATV, LLC \| Revolving Credit Facility
Debt Instrument [Line Items]
Stated percentage	5.71%
Credit facility, commitment fee percentage	0.15%

Long-Term Debt - Principal Amortization Payments and Maturities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 28,125
2026	37,500
2027	403,125
Total	$ 468,750

Segment Information - Additional Information (Details)	12 Months Ended
Segment Information - Additional Information (Details)	Dec. 31, 2024 Segment
Segment Reporting [Abstract]
Number of reportable operating segment	3
Number of operating segments	3

Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 2,009,197	$ 1,929,788	$ 1,733,749
Cost of goods sold	1,202,838	1,244,365	1,169,299
Income from operations	292,909	214,760	171,048
Operating Segments
Segment Reporting Information [Line Items]
Net sales	2,009,197	1,929,788	1,733,749
Cost of goods sold	1,202,045	1,232,552	1,158,229
Factoring expense	51,252	50,231	37,188
Other segment expenses	432,921	413,723	330,478
Income from operations	322,979	233,282	207,854
Segment assets	1,446,264	1,324,354	1,331,763
Depreciation	33,960	31,898	28,632
Capital expenditures	39,421	43,968	37,883
Light Duty \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	1,565,601	1,462,474	1,425,892
Cost of goods sold	925,319	928,983	949,918
Factoring expense	51,252	50,231	37,188
Other segment expenses	304,866	296,101	269,207
Income from operations	284,164	187,159	169,579
Segment assets	1,203,165	1,083,347	1,047,987
Depreciation	26,485	25,239	25,062
Capital expenditures	34,164	33,445	31,682
Heavy Duty \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	231,515	256,913	258,215
Cost of goods sold	171,732	192,729	183,233
Factoring expense	0	0	0
Other segment expenses	53,303	49,679	45,244
Income from operations	6,480	14,505	29,738
Segment assets	157,493	162,583	177,557
Depreciation	3,725	3,239	2,772
Capital expenditures	2,421	3,581	4,769
Specialty Vehicle \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	212,081	210,401	49,642
Cost of goods sold	104,994	110,840	25,078
Factoring expense	0	0	0
Other segment expenses	74,752	67,943	16,027
Income from operations	32,335	31,618	8,537
Segment assets	85,606	78,424	106,219
Depreciation	3,750	3,420	798
Capital expenditures	$ 2,836	$ 6,942	$ 1,432

Segment Information - Reconciliation of Operating Income from Segments to Consolidated (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Segment income from operations	$ 292,909	$ 214,760	$ 171,048
Acquisition-related intangible assets amortization	(22,800)	(22,100)	(14,200)
Interest expense, net	(39,727)	(48,061)	(15,582)
Other income, net	3,070	1,804	735
Income before income taxes	256,252	168,503	156,201
Operating Segments
Segment Reporting Information [Line Items]
Segment income from operations	322,979	233,282	207,854
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment
Segment Reporting Information [Line Items]
Acquisition-related intangible assets amortization	(22,476)	(21,817)	(14,070)
Acquisition-related transaction and other costs	(2,621)	(15,373)	(22,736)
Fair value adjustment to contingent consideration	0	20,469	0
Executive transition services expenses	0	(1,801)	0
Pretax reduction in workforce costs	(4,973)	0	0
Interest expense, net	(39,727)	(48,061)	(15,582)
Other income, net	$ 3,070	$ 1,804	$ 735

Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Other current assets	$ 1,369,760	$ 1,233,709
Total assets	2,424,521	2,292,407	$ 2,341,786
Operating Segments
Segment Reporting Information [Line Items]
Segment assets	1,446,264	1,324,354	1,331,763
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment
Segment Reporting Information [Line Items]
Other current assets	87,968	69,468	85,834
Other non-current assets	$ 890,289	$ 898,585	$ 924,189

Related-Party Transactions - Schedule of Related Party Agreements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Cash paid for operating leases	$ 22,800	$ 21,200	$ 16,800
Steven Berman
Related Party Transaction [Line Items]
Cash paid for operating leases	715	2,918	2,458
Lindsay Hunt
Related Party Transaction [Line Items]
Cash paid for operating leases	2,757	2,603	519
Lindsay Hunt \| Service Agreements
Related Party Transaction [Line Items]
Cash paid for operating leases	$ 54	$ 200	$ 67

Related-Party Transactions - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) Supplier	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Related Party Transaction [Line Items]
Purchases from companies and from PTI prior to full acquisition \| $	$ 18.4	$ 22.7	$ 24.9
Joint Venture
Related Party Transaction [Line Items]
Number of suppliers with company partners Joint Venture	1
Minority interests in number of suppliers	2

Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 56,879	$ 34,600	$ 31,683
State	17,907	5,602	7,141
Foreign	2,300	2,002	1,708
Current, Total	77,086	42,204	40,532
Deferred:
Federal	(7,407)	(1,936)	(4,003)
State	(2,618)	(338)	(1,022)
Foreign	(813)	(686)	(855)
Deferred, Total	(10,838)	(2,960)	(5,880)
Provision for income taxes	$ 66,248	$ 39,244	$ 34,652

Income Taxes - Reconciliation of Income Taxes at Statutory Tax Rate to Company's Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal taxes at statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal tax benefit	2.40%	2.10%	2.50%
Uncertain tax positions	2.90%	0.20%	0.30%
Research and development tax credit	(0.50%)	(0.70%)	(0.70%)
Federal permanent items	0.00%	0.30%	(0.20%)
Effect of foreign operations	0.10%	0.30%	0.00%
Other	0.00%	0.10%	(0.70%)
Effective tax rate	25.90%	23.30%	22.20%

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 25, 2021
Income Tax Contingency [Line Items]
Net unrecognized tax benefits	$ 10,313	$ 4,539	$ 3,856	$ 1,204
Interest and penalties related to unrecognized tax benefits	3,100	0
Interest and penalties related to unrecognized tax benefits accrued	3,500
Segment income from operations	$ 292,909	$ 214,760	$ 171,048
Federal net operating loss expire period	2036
State net operating loss carryforwards expire period	2037
Federal
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 200
Segment income from operations	100
State
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 100

Income Taxes - Change in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]
Balance at beginning of year	$ 4,539	$ 3,856	$ 1,204
Reductions due to lapses in statutes of limitations	(174)	(716)	(139)
Reductions due to tax positions settled	(180)	0	0
Additions related to positions taken during a prior period	0	0	2,136
Reductions due to reversals of prior year positions	(1,125)	0	0
Additions based on tax positions taken during the current period	7,253	1,399	655
Balance at end of year	$ 10,313	$ 4,539	$ 3,856

Income Taxes - Reconciliation of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets:
Inventories	$ 15,111	$ 17,829
Accounts receivable	24,723	20,472
Operating lease liability	31,850	26,261
Accrued expenses	10,932	7,002
Capitalized research and development expenses	16,840	12,263
Net operating losses	295	289
Foreign tax credits	469	469
State tax credits	427	379
Capital loss carryforward	474	478
Total deferred tax assets	101,121	85,442
Valuation allowance	(1,429)	(1,354)
Net deferred tax assets	99,692	84,088
Liabilities:
Depreciation	12,938	16,481
Goodwill and intangible assets	52,564	49,798
Operating lease right of use asset	30,146	25,142
Other	1,958	1,592
Gross deferred tax liabilities	97,606	93,013
Net deferred tax assets	$ 2,086
Net deferred tax liabilities		$ (8,925)

Commitments and Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Maximum additional contingent payments to be made	$ 102,000
Fair value of estimated payments	0	$ 0
Net decrease in contingent consideration liability		20,000
Fair value adjustment to contingent consideration	$ 0	20,468	$ 0
Increase due to accretion as a result of the passage of time		$ 500
Contingent consideration paid			$ 1,800

Revenue Recognition - Additional Information (Details) - customer	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue From Contract With Customer [Line Items]
Maximum credit terms allow to customers	1 year
Number of customers exceeding 10% of net sales	2	3	3
Sales Revenue, Net \| Customer Concentration Risk \| Two Customer
Revenue From Contract With Customer [Line Items]
Total percentage of sales to customers exceeding 10% of sales	39.00%
Sales Revenue, Net \| Customer Concentration Risk \| Three Customer
Revenue From Contract With Customer [Line Items]
Total percentage of sales to customers exceeding 10% of sales		44.00%	49.00%
Maximum
Revenue From Contract With Customer [Line Items]
Customer purchase order duration of contract	1 year
Customer pays for good or service future duration	1 year
Expense costs to obtain as incurred, expected period of benefit, amortization period	1 year
Maximum \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Revenue From Contract With Customer [Line Items]
Revenue, remaining performance obligations for contract, initial term	1 year

Revenue Recognition - Summary of Disaggregated Net Sales (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Net sales	$ 2,009,197	$ 1,929,788	$ 1,733,749
Net Sales to U.S. Customers
Disaggregation Of Revenue [Line Items]
Net sales	1,848,420	1,772,092	1,606,472
Net Sales to Non-U.S. Customers
Disaggregation Of Revenue [Line Items]
Net sales	$ 160,777	$ 157,696	$ 127,277

Capital Stock - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	May 31, 2017	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 28, 2019	Oct. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of outstanding shares owned by controlling family		15.00%	16.00%
Shares authorized of undesignated capital stock for future issuance		50,000,000
Date of plan approval		May 16, 2018
Authorized number of common stock shares for grant		1,200,000
Shares available for grant under the plan		329,263
Weighted-average grant-date fair value (dollars per share)			$ 91.13	$ 96.96
Compensation cost related to stock options		$ 1,600,000	$ 2,000,000.0	$ 1,700,000
Cash received from stock option exercises under the plan		$ 4,711,000	1,167,000	1,046,000
Common stock, shares held by 401(K) plan		128,666
Total 401(K) expense		$ 13,100,000	$ 9,100,000	$ 8,200,000
Share Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share repurchase program shares authorized to be repurchased		$ 600,000,000
Shares available for repurchase under share repurchase program		134,600,000
New Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share repurchase program shares authorized to be repurchased						$ 500,000,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized number of common stock shares for grant	1,000,000
Rate of discount on shares of common stock available for sale to eligible employees	15.00%
Number of shares purchased		28,674	29,650	25,600
Compensation cost		$ 1,100,000	$ 400,000	$ 400,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period		10 years
Expected life			5 years 3 months 18 days	5 years 3 months 18 days
Weighted-average grant-date fair value (dollars per share)			$ 35.93	$ 32.55
Unrecognized compensation cost related to unvested stock options		$ 2,100,000
Unrecognized compensation cost related to unvested stock options, weighted-average period		1 year 10 months 24 days
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life					3 years
Performance-based RSAs and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value (dollars per share)		$ 138.58	$ 113.15	$ 111.31
Performance-based and Time-based RSAs and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost related to restricted stock awards and restricted stock units		$ 12,300,000	$ 9,100,000	$ 7,200,000
RSAs and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options		$ 18,400,000
Unrecognized compensation cost related to unvested stock options, weighted-average period		1 year 10 months 24 days

Capital Stock - Schedule of Weighted Average Valuation Assumptions - RSAs and RSUs (Details) - Performance Based RSAs and Performance-Based RSUs - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (dollars per share)	$ 90.47	$ 91.28	$ 96.36
Expected dividend yield	0.00%	0.00%	0.00%
Expected stock price volatility	33.40%	32.80%	38.30%
Risk-free interest rate	4.40%	4.60%	1.60%
Expected life	2 years 9 months 18 days	2 years 9 months 18 days	2 years 9 months 18 days

Capital Stock - Summary of RSA and RSU Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Shares
Beginning balance (in shares)	257,554	238,922	206,677
Granted (in shares)	188,620	112,893	130,131
Vested (in shares)	(75,305)	(73,169)	(55,255)
Canceled (in shares)	(30,291)	(21,092)	(42,631)
Ending balance (in shares)	340,578	257,554	238,922
Weighted Average Fair Value
Beginning balance, weighted average fair value (dollars per share)	$ 97.33	$ 92.07	$ 85.97
Granted, weighted average fair value (dollars per share)	99.08	95.34	96.32
Vested, weighted average fair value (dollars per share)	89.84	80.63	83.70
Cancelled, weighted average fair value (dollars per share)	111.29	85.00	85.89
Ending balance, weighted average fair value (dollars per share)	$ 97.84	$ 97.33	$ 92.07

Capital Stock - Summary of Weighted Average Valuation Assumptions - Options Granted (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value (dollars per share)	$ 91.13	$ 96.96
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Expected stock price volatility	35.00%	34.00%
Risk-free interest rate	4.30%	1.80%
Expected life of options	5 years 3 months 18 days	5 years 3 months 18 days
Weighted-average grant-date fair value (dollars per share)	$ 35.93	$ 32.55

Capital Stock - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Shares
Beginning balance (in shares)	311,217	268,119	233,396
Granted (in shares)		79,404	79,749
Exercised (in shares)	(65,180)	(24,297)	(32,201)
Expired (in shares)	(7,228)	(7,488)
Canceled (in shares)	(4,520)	(4,521)	(12,162)
Ending balance (in shares)	234,289	311,217	268,119
Ending balance, exercisable (in shares)	135,471
Weighted Average Price
Beginning balance, weighted average price (dollars per share)	$ 86.52	$ 84.03	$ 77.85
Granted, weighted average price (dollars per share)		91.13	96.96
Exercised, weighted average price (dollars per share)	74.34	72.33	71.74
Expired, weighted average price (dollars per share)	94.71	91.24
Cancelled, weighted average price (dollars per share)	97.64	88.52	82.19
Ending balance, weighted average price (dollars per share)	89.44	86.52	84.03
Exercisable, weighted average price (dollars per share)	$ 85.73
Balance at December 31, 2024, weighted average remaining term (in years)	4 years 7 months 6 days
Exercisable, weighted average remaining term (in years)	3 years 10 months 24 days
Balance at December 31, 2024, aggregate intrinsic value	$ 9,398
Exercisable, aggregate intrinsic value	$ 5,936
Minimum
Option Price per Share
Beginning balance, option price per share (dollars per share)	$ 61.68	61.68	61.68
Granted, option price per share (dollars per share)		86.63	83.81
Exercised, option price per share (dollars per share)	61.68	61.68	61.68
Expired, option price per share (dollars per share)	91.28	81.91
Cancelled, option price per share (dollars per share)	91.28	82.94	61.68
Ending balance, option price per share (dollars per share)	61.68	61.68	61.68
Ending balance, Exercisable option price per share (dollars per share)	61.68
Maximum
Option Price per Share
Beginning balance, option price per share (dollars per share)	111.53	111.53	103.61
Granted, option price per share (dollars per share)		91.28	111.53
Exercised, option price per share (dollars per share)	111.53	82.94	83.06
Expired, option price per share (dollars per share)	101.45	101.45
Cancelled, option price per share (dollars per share)	101.45	101.45	101.45
Ending balance, option price per share (dollars per share)	111.53	$ 111.53	$ 111.53
Ending balance, Exercisable option price per share (dollars per share)	$ 103.61

Capital Stock - Summary of Shares Repurchase and Cancellation (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common Stock Repurchases
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares repurchased and canceled (in shares)	18,457	13,778	23,015
Total cost of shares repurchased and canceled (in thousands)	$ 1,935	$ 1,160	$ 2,357
Average price per share (dollars per share)	$ 104.86	$ 84.22	$ 102.40
Share Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares repurchased and canceled (in shares)	855,971	201,632	180,750
Total cost of shares repurchased and canceled (in thousands)	$ 78,091	$ 15,333	$ 17,577
Average price per share (dollars per share)	$ 91.23	$ 76.05	$ 97.24

Earnings Per Share - Additional Information (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Stock-based awards considered as anti-dilutive	190,000	297,500	63,500

Earnings Per Share - Schedule of Computation of Basic Earnings per Share and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net income	$ 190,004	$ 129,259	$ 121,549
Denominator:
Weighted average basic shares outstanding (in shares)	30,797	31,455	31,434
Effect of compensation awards (in shares)	159	78	109
Weighted averaged diluted shares outstanding (in shares)	30,956	31,533	31,543
Earnings per share:
Basic (dollars per share)	$ 6.17	$ 4.11	$ 3.87
Diluted (dollars per share)	$ 6.14	$ 4.10	$ 3.85

Schedule II: Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Allowance for doubtful accounts
Valuation and Qualifying Accounts
Balance, beginning of period	$ 3,518	$ 1,363	$ 1,326
Provision	90	4,592	56
Charge-offs	(1,989)	(2,437)	(19)
Balance, end of period	1,619	3,518	1,363
Allowance for customer credits
Valuation and Qualifying Accounts
Balance, beginning of period	204,495	192,116	188,080
Provision	419,611	407,328	373,157
Charge-offs	(419,751)	(394,949)	(369,121)
Balance, end of period	$ 204,355	$ 204,495	$ 192,116

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