SCHEDULE: Dorman Products Chairman Updates 6.9% Stake, Details 10b5-1 Plans

Steven L. Berman, Non-Executive Chairman of Dorman Products, Inc., updated his beneficial ownership to 6.9% and disclosed details of Rule 10b5-1 trading plans for estate planning and diversification.

Summary

• Steven L. Berman, Non-Executive Chairman of Dorman Products, Inc., beneficially owns 2,096,274 shares, representing 6.9% of the company's common stock as of October 24, 2025.
• This ownership includes 944,691 shares with sole voting and dispositive power and 1,151,583 shares with shared voting and dispositive power.
• The percentage is based on 30,572,571 shares outstanding, including 10,240 options exercisable within 60 days.
• Berman entered into a September 2025 Rule 10b5-1 trading plan to sell up to 195,501 shares (70,000 individual, 125,501 from family trusts) for estate planning and diversification.
• This is in addition to a December 2024 Rule 10b5-1 plan for up to 540,000 shares from family trusts.
• As a board member, Berman will regularly consider potential actions advantageous to the Issuer, such as mergers, acquisitions, reorganizations, or other material changes.

Sentiment

Score: 5

Explanation: Neutral. The filing primarily updates beneficial ownership and discloses pre-planned stock sales for personal financial management, which is a routine insider activity. There are no explicit positive or negative operational or financial news items.

Positives

• Steven L. Berman, a key insider and Non-Executive Chairman, maintains a significant beneficial ownership stake of 6.9% in Dorman Products, Inc., aligning his interests with shareholders.
• The stated purpose of the 10b5-1 plans is for estate planning and diversification, suggesting a structured approach to personal asset management rather than a negative outlook on the company.

Negatives

• The disclosure of ongoing Rule 10b5-1 trading plans indicates planned sales of a substantial number of shares (up to 735,501 shares combined from both plans) by the Non-Executive Chairman and related family trusts, which could exert downward pressure on the stock price if executed.

Risks

• The execution of the Rule 10b5-1 trading plans could lead to increased selling pressure on Dorman Products, Inc. common stock.
• Potential for future changes in the Issuer's business, corporate structure, management, policies, or governing instruments, as the Reporting Person, as a board member, will regularly consider such actions.

Future Outlook

As Non-Executive Chairman and a member of the board, Steven L. Berman will regularly consider potential actions and transactions that may be advantageous to Dorman Products, Inc., including possible mergers, acquisitions, reorganizations, or other material changes in the business, corporate structure, management, policies, governing instruments, securities, or regulatory or reporting obligations.

Management Comments

• "The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired by the Reporting Person for investment purposes."
• "These sales pursuant to 10b5-1 Plans were, and are being, done for estate planning and diversification purposes."

Industry Context

This filing is specific to insider ownership and trading plans for Dorman Products, Inc. and does not provide broader industry trends or competitive analysis. It reflects standard practices for corporate insiders managing their equity holdings.

Corporate Governance

Legal Proceedings

• No criminal proceedings (excluding traffic violations) or civil proceedings related to federal or state securities laws for Steven L. Berman or the Berman Trustees in the last five years.

Related Party Transactions

• Steven L. Berman's beneficial ownership includes shares held in various family trusts where he serves as trustee or co-trustee with family members (Sharyn Berman, Marc Berman, Ilene Berman, and children).
• Sales under the 10b5-1 plans involve shares owned by family trusts and Steven L. Berman personally.
• Steven L. Berman is party to an Amended and Restated Shareholders' Agreement with other family members.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on the stock due to 10b5-1 plans. Provides clarity on insider ownership structure and intentions.
• Management/Board: Confirmation of Steven L. Berman's ongoing role as Non-Executive Chairman and his consideration of strategic initiatives.

Next Steps

• Execution of sales under the December 2024 Rule 10b5-1 Plan.
• Execution of sales under the September 2025 Rule 10b5-1 Plan.
• Steven L. Berman, as a board member, will continue to consider potential strategic actions for the Issuer.

Key Dates

Recommendation

This filing is an update on beneficial ownership and pre-planned insider stock sales for estate planning and diversification, not a reflection of the company's operational performance or strategic direction. While the sales represent a reduction in insider holdings, the stated reasons are personal financial management rather than a negative outlook on the company. Without additional financial or operational data, a 'hold' recommendation is appropriate as the filing itself does not provide a strong basis for a 'buy' or 'sell' decision regarding the company's fundamentals. Investors should monitor the execution of the 10b5-1 plans and look for further company-specific news.

Keywords

Dorman Products, Steven L. Berman, Schedule 13D, Beneficial Ownership, 10b5-1 Plan, Insider Trading, Corporate Governance, Stock Sales, Estate Planning, Diversification