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Dorman Products, Inc.

For the period ended Jun 16, 2026. Filed Jun 17, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jun 16, 2026 · Filed Jun 17, 2026

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DORM$136.70-2.0%Stored close · as of Nov 6, 2026
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Notes Offering

General

On June 16, 2026, Dorman Products, Inc. (the “Company”) issued $450,000,000 aggregate principal amount of 6.250% senior notes due June 2034 (the “Notes”), pursuant to an indenture, dated as of June 16, 2026 (the “Indenture”), among the Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Notes pay interest semi-annually on June 15 and December 15, commencing on December 15, 2026, at a rate of 6.250% per year, and mature on June 15, 2034.

Guarantees

The obligations under the Notes will be fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Company’s existing and future wholly-owned subsidiaries that is a guarantor or other obligor under the Company’s Amended Credit Agreement and certain other indebtedness, as further specified in the Indenture (the “Guarantors”).

Ranking

The Notes and the Guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and rank senior in right of payment to all of the Company’s and the Guarantors’ future subordinated indebtedness andpari passu in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness. The Notes and the Guarantees are effectively subordinated to the Company’s and the Guarantors’ existing and future secured indebtedness, including any borrowings under the Amended Credit Agreement (as defined below), to the extent of the value of the assets securing such indebtedness. The Notes and the Guarantees are structurally subordinated to all existing and future indebtedness and other claims and liabilities, including preferred stock, of each of the Company’s subsidiaries that do not guarantee the Notes.

Optional Redemption

At any time prior to June 15, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the indenture (including any additional notes), upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the proceeds of an equity offering; provided that:

(1)at least 60% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(2)the redemption occurs within 120 days of the date of the closing of such equity offering.

At any time prior to June 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 15, 2029.

On or after June 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

YearPercentage
2029103.125%
2030101.563%
2031 and thereafter100.000%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Change of Control Triggering Event

If the Company experiences certain change of control events coupled with a downgrade in the ratings of the Notes, the Company must offer to repurchase the Notes at a repurchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date.

Covenants

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its subsidiaries to:

•create liens;
•enter into sale leaseback transactions; and
•merge, consolidate, sell or otherwise dispose of all or substantially all of the Company’s assets

in each case subject to certain exceptions.

Events of Default

The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The foregoing description of the Indenture, the Notes and the Guarantees is qualified in its entirety by reference to the actual terms of the Indenture and the Notes, copies of which are attached as Exhibits 4.1 and 4.2 hereto and are incorporated by reference herein.

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