Friday, May 15, 2026 at 8:30 a.m. (EDT)

Live Webcast:

www.virtualshareholdermeeting.com/DORM2026

March 25, 2026

The Board currently consists of eight members and has three standing committees: (i) the Audit Committee; (ii) the Compensation Committee; and (iii) the Corporate Governance and Nominating Committee.

The Board has determined that the following current non-employee directors, constituting a majority of the members of the Board, are independent as defined in the applicable listing standards of the Nasdaq Stock Market LLC, or Nasdaq: Lisa M. Bachmann, John J. Gavin, Richard T. Riley, Kelly A. Romano, G. Michael Stakias and J. Darrell Thomas. Our Board determined that Steven L. Berman was not independent under the applicable listing standards of Nasdaq due to his previous employment as an executive officer of the Company and that Kevin Olsen was not independent under the applicable listing standards of Nasdaq due to his current employment as an executive officer of the Company.

Under applicable U.S. Securities and Exchange Commission, or SEC, and Nasdaq rules, the existence

of certain “related person” transactions exceeding certain thresholds between a director and the Company are required to be disclosed and may preclude a finding by the Board that the director is independent. A director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with us that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on its independence review, the Board determined that no transactions or relationships between the Company and the independent directors or any member of their immediate family (or any entity of which an independent director or an immediate family member is an executive officer, general partner, or significant equity holder) were identified which would render the independent directors named above not independent.

The Board appoints a Chairman, who may be an officer of the Company if the Board determines that is in the best interests of the Company and its shareholders. The Board does not have a policy that requires the separation of the roles of Chief Executive Officer and Chairman of the Board. The Board reviews its leadership structure from time to time, and at least annually, to assess what best serves the interests of the Company and its shareholders at a given time.

Currently, Mr. Olsen holds both the roles of Chief Executive Officer and Chairman. While these roles were previously separated, they were combined on April 1, 2026 in connection with the Company’s planned executive leadership transition. In its determination to combine the Chairman and Chief Executive Officer roles, the Board took into consideration factors including: Mr. Olsen’s knowledge of and experience with the Company; his leadership skills driving strategy in his current executive role; and the strong, independent Board providing oversight of risks and strategic direction. As the Board member most closely connected to the business, the Board believes that Mr. Olsen is best positioned to identify key business issues that require Board attention and, as Chairman, can efficiently direct the Board’s focus to the most critical matters.

The Board believes that an appropriate leadership structure depends on the opportunities and challenges facing a company at a given time as the

Board believes that the consolidated Chairman and Chief Executive Officer role will create efficiencies, enhance the Board’s effectiveness in overseeing strategy and risk, and promote coordinated leadership, which will enhance decision-making and execution of the Company’s long-term strategy.

The Company and the Board recognize the importance of the additional, effective oversight that is provided by its independent Board members. Under our Corporate Governance Guidelines, if the Chairman is not an independent director, the members of the Board shall elect an independent director to serve as Lead Director (see description of the Lead Director position below). Accordingly, because Mr. Olsen is not “independent” within the meaning of the Nasdaq listing standards, the Board has selected Mr. Riley, an independent director, to serve as our Lead Director.

Each independent director has direct access to our Chairman and Chief Executive Officer and our Lead Director, as well as other members of the senior management team. The independent directors meet in executive session without management present at least quarterly.

The Board also believes this leadership structure, coupled with independent directors serving as chairs of each of our three standing Board committees, enhances the Board’s effectiveness in providing independent oversight of material risks affecting the Company and fulfilling its risk oversight responsibility.

The Lead Director is charged with (i) presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; (ii) serving as a liaison between management and the independent directors; (iii) assisting the Chairman in setting the Board’s schedules, agendas, and information flow; (iv) participating (in conjunction with the Compensation Committee) in the periodic evaluation and performance review of the Chief Executive Officer and other principal officers;

(v) communicating Board member feedback to the Chairman and Chief Executive Officer; (vi) recommending to the Board the retention of advisors and consultants who report directly to the Board; (vii) overseeing (in conjunction with the Corporate Governance and Nominating Committee) the periodic evaluation of the Board and each committee thereof and their respective members; and (viii) performing such other duties as may be delegated by the Board from time to time. Mr. Riley currently serves as the Company’s Lead Director.

General

The Board takes an active role, as a whole and at the committee level, in overseeing the management of the Company’s risks. The Board regularly reviews information regarding the Company’s operations, financial condition, and liquidity, as well as the risks associated with each.

Enterprise Risks

The Company’s Audit Committee supervises the management of financial risks and potential conflicts of interests. To assist with the management and oversight of enterprise risks, we have implemented an enterprise risk management program (“ERM Program”) to proactively identify, assess and prioritize potential risks across the enterprise that may require mitigation and may inhibit our ability to achieve our strategic objectives. The activities of the ERM Program entail a risk identification and assessment process and the development of risk management actions and strategies. The ERM Program is supported by an Enterprise Risk Committee made up of senior members of management who are accountable for the ERM Program’s governance. The Audit Committee oversees management’s activities with respect to the ERM Program.

Information Security Risks

The Audit Committee, in connection with its oversight of the Company’s ERM Program described above, reviews and discusses the Company’s information security risks directly with the Company’s Senior Vice President, Chief Information

Officer. This includes reviews of potentially significant threat areas, including, those utilizing artificial intelligence, risk mitigation strategies, IT security program assessments conducted by the Company and its third-party consultants, and areas for potential improvement.

Compensation Related Risks

The Company’s Compensation Committee is responsible for overseeing the management of risks associated with the Company’s executive compensation plans and arrangements. In designing and implementing our executive compensation program, the Compensation Committee takes into consideration our operating and financial objectives, including our risk profile, and considers executive compensation decisions based in part on incentivizing our executive officers to take appropriate business risk consistent with our overall goals and risk tolerance.

Governance Risks

Among other things, the Corporate Governance and Nominating Committee manages risks associated with the independence of the Board and the duties and responsibilities of its members and risks associated with corporate governance, environmental, and social matters.

While each committee is responsible for evaluating the risks discussed above, and overseeing the management of such risks, the entire Board is regularly informed through attendance at committee meetings or committee reports about such risks.

The Board takes an active role with management to formulate and review the Company’s corporate strategy on at least an annual basis. Among other items, the Board discusses with management key initiatives, key opportunities and risks facing the Company, emerging competitive threats, changes in

industry and market dynamics, and short- and long-term plans and priorities within the Company’s strategy. Additionally, the Board annually discusses and approves the Company’s budget, which is firmly linked to the Company’s strategic plans and priorities.

We are committed to operating as a responsible global corporate citizen and being an agent of positive change in our local communities. Our Board, through the Corporate Governance and Nominating Committee, oversees the Company’s Corporate Responsibility Program. We have adopted several key high-level policy statements that help communicate our priorities around corporate responsibility, such as a Supplier Code of Conduct, a Human Rights Policy, and an Environmental, Health & Safety Policy. We also seek opportunities to enhance the communities in which we operate through corporate giving and employee volunteering.

A component of our Corporate Responsibility Program includes the concept of “Belonging,” which at Dorman is a feeling of community with the people and environments that make us feel connected. Another component centers around Dorman’s Culture of Contribution, which is premised on the idea that we are at our finest when we enable our employees, whom we call Contributors, to succeed.

During 2025, we demonstrated our commitment by building upon our Corporate Responsibility Program, which is comprised of the following pillars:

More information regarding the Company’s Corporate Responsibility Program can be found on the “Investor Relations” page of the Company’s website at www.dormanproducts.com.

We have a majority voting standard for the election of directors in uncontested elections. Under our Amended and Restated Articles of Incorporation, as amended, in an uncontested election, each director shall be elected by an affirmative majority of the votes cast to hold office until the next annual meeting and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Shareholders may vote “for” or “against” each nominee, or they may “abstain” from voting on a nominee; however, abstentions will have no effect in determining whether the required majority vote has been obtained. In addition, each incumbent nominee is required to provide an advance, contingent, and irrevocable resignation that will be effective upon (i) the failure to receive the required vote, and (ii) Board acceptance of such resignation. If an incumbent director fails to receive the required vote for re-election, the Corporate Governance and

Nominating Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board will act on the Corporate Governance and Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Corporate Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. In contested elections (those where the number of nominees exceeds the number of directors to be elected), a plurality voting standard for the election of directors applies.

Our Corporate Governance Guidelines provide that an independent Board member must tender his or her resignation for consideration by the Corporate Governance and Nominating Committee upon termination of that Board member’s principal occupation or other significant change in business or

professional circumstances. The Corporate Governance and Nominating Committee shall then recommend to the Board whether or not to accept the Board member’s resignation based on such factors as the committee deems relevant.

During the year ended December 31, 2025, the Board held 6 meetings, the Audit Committee held 4 meetings, the Compensation Committee held 4 meetings and the Corporate Governance and Nominating Committee held 4 meetings. During 2025, each incumbent director attended at least 75%

of the aggregate of (1) the total number of meetings of the directors which were held during the period for which the director was a director, and (2) the total number of meetings held by all committees of which the director was a member during the period that the director served.

It is the policy of the Board that, absent sufficient cause, all our directors attend our annual meeting, either in person or by remote communication. A

director who is unable to attend the Company’s annual meeting is expected to notify the Chairman. All our directors attended last year’s annual meeting.

Shareholders may communicate with the Board or any individual director by sending a letter addressed to the Board or the individual director c/o Secretary, Dorman Products, Inc. at our principal executive offices: 3400 East Walnut Street, Colmar, Pennsylvania 18915. In the letter, the shareholder

must identify himself or herself as a shareholder of the Company. The Secretary may require reasonable evidence that the communication is being made by or on behalf of a shareholder before the communication is transmitted to the individual director or the Board.

The Audit Committee assists the Board in the oversight of several matters, including, but not limited to, the accounting and financial reporting processes of the Company, the audits of the financial statements of the Company, internal control over financial reporting, the independent auditor’s qualifications, independence and performance, the Company’s compliance with legal and regulatory requirements, the Company’s key information technology systems and security programs, and other matters determined by the Board from time to time. The Audit Committee also selects the firm to be engaged as the independent auditor, approves the fees to be paid to such firm, and pre-approves all professional services provided to the Company by such firm. In addition, among other things, the Audit Committee reviews and discusses the Company’s annual and quarterly financial statements with management and the independent auditor; reviews with the independent auditor any audit problems or difficulties and management’s response; reviews and discusses with the independent auditor a draft of the auditor’s report; oversees the Company’s internal audit function; reviews and discusses with management the Company’s earnings press releases; discusses Company policies with respect to enterprise risk assessment and risk management; reviews the Company’s key information technology systems and controls with the Company’s Chief Information Officer; approves all related party

transactions required to be disclosed by SEC rules; and establishes procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. The responsibilities of the Audit Committee are further described in the Audit Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.dormanproducts.com and accessible via the “Investor Relations” page.

As of the date of this proxy statement, Richard T. Riley (Chairman), Lisa M. Bachmann, John J. Gavin, Kelly A. Romano, G. Michael Stakias, and J. Darrell Thomas serve on the Audit Committee. Each member of the Audit Committee, in the opinion of the Board, is independent as defined under the applicable SEC rules and the listing standards of Nasdaq, including the additional independence requirements set forth in Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), applicable to members of audit committees, and qualifies as an audit committee financial expert as defined by the rules of the SEC. See “Proposal 1: Election of Directors” for biographical information for each of these directors that supports the Board’s determination regarding audit committee financial expertise.

The Compensation Committee is responsible for annually reviewing and approving the compensation of our Chief Executive Officer and all our other executive officers. The Chief Executive Officer is not present during the discussion and approval of his compensation. In addition, among other things, the Compensation Committee is responsible for: reviewing, approving and, when appropriate, recommending to the Board for approval, employment agreements, consulting agreements and

severance arrangements for current and prospective executive officers and directors as well as the Company’s incentive compensation plans and equity-based plans; reviewing and discussing with management the Company’s Compensation Discussion and Analysis for inclusion in the annual proxy statement; overseeing the Company’s compliance with SEC rules and regulations regarding shareholder advisory votes on executive compensation and the frequency of such votes;

periodically reviewing the compensation paid to non-employee directors for their service and making recommendations to the Board for any adjustments; approving and monitoring compliance with stock ownership guidelines and holding requirements for directors and executive officers of the Company; overseeing the risk management process with respect to the Company’s compensation policies; overseeing Chief Executive Officer and executive management succession planning; establishing and reviewing policies in the areas of senior management perquisites, if any; and approving the implementation or revision of any clawback policy allowing the Company to recoup compensation paid to executive officers and other employees and administering and enforcing each such policy. The responsibilities of the Compensation Committee are

further described in the Compensation Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.dormanproducts.com and accessible via the “Investor Relations” page.

As of the date of this proxy statement, John J. Gavin (Chairman), Lisa M. Bachmann, Richard T. Riley, Kelly A. Romano, G. Michael Stakias, and J. Darrell Thomas serve on the Compensation Committee. Each member of the Compensation Committee, in the opinion of the Board, is independent as defined under the applicable SEC rules and the listing standards of Nasdaq, including the additional independence requirements set forth in Rule 10C-A under the Exchange Act applicable to members of compensation committees.

The Corporate Governance and Nominating Committee is responsible for carrying out the responsibilities delegated by the Board relating to the Company’s director nomination process, including identifying individuals qualified to become Board members consistent with criteria approved by the Board, for developing and assessing the Company’s Corporate Governance Guidelines and policies, and for any related matters required by the federal securities laws.

In addition, among other things, the Corporate Governance and Nominating Committee is charged with: periodically making recommendations to the Board regarding the size and composition of the Board and the criteria for the selection of individuals to be considered as candidates for election to the Board; identifying and screening individuals qualified to become members of the Board; considering questions of independence and possible conflicts of interest of members of the Board and executive officers; considering and making recommendations to the Board whether to accept any resignation tendered by a member of the Board in the event an incumbent director fails to receive the required vote for election at an annual meeting of shareholders or upon termination of that director’s principal occupation or other significant change in business or professional circumstances; annually reviewing the Board committee structure and composition and presenting recommendations for committee

memberships to the Board; overseeing director orientation and continuing education programs; reviewing shareholder proposals relating to director nominations and related governance matters; and developing the process for, and overseeing, an annual evaluation of the Board and its committees. The Corporate Governance and Nominating Committee also reviews and reports to the Board regarding the Company’s policies, practices, and disclosures with respect to matters of corporate responsibility and sustainability, including potential long- and short-term trends and impacts on the Company’s business. The responsibilities of the Corporate Governance and Nominating Committee are further described in the Corporate Governance and Nominating Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.dormanproducts.com and accessible via the “Investor Relations” page.

As of the date of this proxy statement, G. Michael Stakias (Chairman), Lisa M. Bachmann, John J. Gavin, Richard T. Riley, Kelly A. Romano, and J. Darrell Thomas serve on the Corporate Governance and Nominating Committee. Each member of the Corporate Governance and Nominating Committee, in the opinion of the Board, is independent as defined under the applicable SEC rules and the listing standards of Nasdaq.

The Corporate Governance and Nominating Committee is responsible for, among other matters, annually presenting to the Board a list of individuals recommended for nomination for election as directors at the annual meeting. The Corporate Governance and Nominating Committee identifies and screens candidates for the Board and has the authority, as it deems appropriate, to retain a professional search firm to identify and evaluate director candidates.

Before recommending a director candidate, the Corporate Governance and Nominating Committee reviews his or her qualifications to determine

whether the director candidate meets the qualifications described below. In the case of an incumbent director, the Corporate Governance and Nominating Committee also reviews the director’s service to the Company during the past term, including the number of Board and committee meetings attended, the quality of participation, and whether the candidate continues to meet the qualifications for director as described below. After completing this evaluation, the Corporate Governance and Nominating Committee makes a formal recommendation to the full Board as to the election or re-election of the candidate.

To be nominated for director, a director candidate must be a natural person at least eighteen (18) years of age. Characteristics expected of all directors include: integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Board considers many factors, including capability, experience, diversity, skills, expertise, dedication, conflicts of interest, independence from the Company’s management and the Company, and other relevant factors that may be appropriate in the context of the needs of the Board.

The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience. Accordingly, the Board believes that the Board, as a whole, should include members who collectively bring the following strengths and backgrounds to the Board:

Additional criteria apply to directors being considered to serve on particular committees of the Board. For example, members of the Audit Committee must meet additional standards of independence and have the ability to read and understand our financial statements.

The Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate nominees for director. Candidates may come to the attention of the committee through current and former Board members, management, professional search firms (to whom we pay a fee), shareholders, or other persons. The Corporate Governance and Nominating Committee evaluates candidates for the Board based on the needs of the Board, the interests of its key stakeholders, and the

standards and qualifications set forth above, regardless of the source of the candidate referral. Although the Company does not have a formal policy regarding the consideration of diversity, the Board

takes into account the current composition of the Board and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors.

Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania, 18915, Attn: Secretary. The

recommendation must include the same information that would be required for a candidate to be nominated by a shareholder at a meeting of shareholders as described under the section titled “Shareholder Proposals.”

Shareholders who wish to propose a director nominee at an annual meeting must follow the advance notice procedures contained in our Amended and Restated By-laws, which include notifying the Secretary of the Company not earlier than the close of business on the 120^th calendar day, and not later than the close of business on the 90^th calendar day, prior to the first anniversary of the immediately preceding year’s annual meeting. If an annual meeting was not held in the prior year or the annual meeting is called for a date that is more than 30 calendar days earlier or more than 60 calendar days later than the anniversary date of the prior year’s annual meeting, to be timely, the shareholder nomination notice must be delivered to or received by the Secretary of our Company at our principal executive offices, no earlier than the close of business on the 120^th calendar day prior to the date of the scheduled annual meeting and not later than

the close of business on the later of the 90^th calendar day prior to the date of the scheduled annual meeting or, if the first public disclosure of the date of the scheduled annual meeting is less than 100 calendar days prior to the date of the scheduled annual meeting, the 10^th calendar day following the day on which public disclosure of the date of the scheduled annual meeting is first made by us. The notice must contain all the information required in our Amended and Restated By-laws, which, if applicable, includes information required by Rule 14a-19 of the Exchange Act. Based on this year’s annual meeting date of May 15, 2026, a notice will be considered timely for the 2027 Annual Meeting of Shareholders if the Secretary of our Company receives it not earlier than the close of business on January 15, 2027 and not later than the close of business on February 15, 2027 (because February 14, 2027 is a Sunday). Please see “Shareholder Proposals” for additional information.

Our non-employee director compensation program is designed to provide competitive compensation to attract and retain high-quality outside directors. Our Compensation Committee periodically reviews the compensation of our non-employee directors and makes recommendations to our Board for adjustments. As part of this review, the Compensation Committee may solicit the input of

outside compensation consultants. Our non-employee director compensation program in 2025 was structured by the Compensation Committee following a review with Meridian Compensation Partners, LLC, referred to as “Meridian,” an independent compensation consultant. For 2025, the program consisted of the following components:

Our 2018 Equity Plan imposes an annual aggregate limit on our non-employee director compensation program, as it provides that the cash fees paid during any calendar year and the value of equity awards as determined on the date of grant for each non-employee director, may not exceed $500,000. Should

the 2026 Omnibus Plan be approved by shareholders at the Annual Meeting, the annual aggregate limit would be increased to $750,000. See “Proposal IV: Approval of the Dorman Products, Inc. 2026 Omnibus Incentive Plan.”

In October 2025, following a competitive benchmarking exercise conducted by Meridian, and on the recommendation of our Compensation Committee, our Board approved amendments to our non-employee director compensation program.

Following those amendments, for 2026, the program will consist of the following components (except as noted below, all other elements of the program remain unchanged for 2026):

The following table sets forth certain information regarding the compensation earned by or awarded to Mr. Berman and each of our independent directors who served on our Board during the year ended December 31, 2025. Mr. Olsen, our Chairman, President, and Chief Executive Officer, receives no compensation for his service as a director and is not

included in the table below. See “Executive Compensation: Compensation Discussion and Analysis” and “Executive Compensation: Compensation Tables” for information regarding Mr. Olsen’s employment agreement and his compensation for 2025.

On February 22, 2023, the Board approved a planned succession process, whereby Mr. Berman stepped down from his role as Executive Chairman effective April 1, 2023 (the “Transition Date”) and was appointed to serve as Non-Executive Chairman, a role that he held until April 1, 2026. In connection with that planned succession, Mr. Berman’s employment agreement was not renewed and ceased to be in effect as of the Transition Date.

In exchange for executing a transition and release agreement (the “Transition Agreement”), the Company agreed to pay Mr. Berman: (i) continued annual base salary in the amount of $420,000 for three years following the Effective Date (the

“Applicable Period”); (ii) an annual cash bonus in the amount $150,000, on each March 15 during the Applicable Period; and (iii) continued coverage under the Company’s health and welfare plans for the Applicable Period or a stipend for such coverage (collectively, the “Obligations”). Payment of the Obligations was subject to Mr. Berman’s execution and non-revocation of a release and waiver of claims in favor of the Company and his compliance with certain restrictive covenants, including, without limitation, non-competition and non-solicitation obligations.

In addition, consistent with terms and provisions of the 2018 Equity Plan and Mr. Berman’s outstanding

equity award agreements thereunder, Mr. Berman’s outstanding unvested equity awards (the “Unvested Awards”) would continue to vest and his vested but unexercised stock option awards (the “Unexercised Option Awards”) would remain exercisable, subject to their expiration date, so long as Mr. Berman served as a member of the Board. Therefore, because the Obligations, the continued vesting of such Unvested Awards and the continued right to exercise such Unexercised Option Awards would serve as consideration to Mr. Berman while serving as Non-Executive Chairman, Mr. Berman would not be eligible to receive compensation (other than

reimbursement of expenses) under the Company’s non-employee director compensation program until the later of the date the Unvested Awards vest and are payable and April 1, 2026.

The Transition Agreement was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 24, 2023.

Effective April 1, 2026, the Transition Agreement automatically terminated in accordance with its terms and Mr. Berman became eligible to receive compensation under our non-employee director compensation program.

Our non-employee directors other than Mr. Berman prior to April 1, 2026 (as discussed below) are subject to stock ownership guidelines that require each of them to own shares of our common stock having an aggregate value at least equal to five times the amount of the annual cash retainer that we pay them for regular service on the Board (not including any cash compensation paid for services as Chairman, Lead Director or chair of a Board committee). Each of such non-employee directors is required to comply with the guidelines, as amended, within five years following his or her date of first election to the Board, or, if later, January 1, 2020. As of the date of this proxy statement, all of such non-employee directors comply or have additional time in which to comply with these guidelines.

For so long as he was receiving compensation under the Transition Agreement, Mr. Berman was subject to

stock ownership guidelines that required him to own shares of our common stock having an aggregate value at least equal to four times the amount payable to him as continued annual base salary under the Transition Agreement. Effective April 1, 2026, when he stopped receiving compensation under the Transition Agreement, Mr. Berman became subject to the same stock ownership guidelines applicable to all of our other non-employee directors, as set forth above. As of the date of this proxy statement, Mr. Berman is in compliance with these guidelines.

See “Executive Compensation: Compensation Discussion and Analysis — Stock Ownership Guidelines” for a description of the shares that are counted for purposes of determining whether a director is in compliance with these stock ownership guidelines.

As described in detail under the heading “Executive Compensation: Compensation Discussion and Analysis — Executive Compensation Philosophy and Objectives,” our executive compensation program is designed to promote the successful implementation of our annual strategic plan as approved by the Board, as well as long-term growth and profitability of the Company, which is intended to enhance shareholder value. Our overall executive compensation program is designed to achieve the following objectives:

Additional details about our executive compensation programs, including information about executive compensation for the year ended December 31, 2025,

are described under the section entitled “Executive Compensation: Compensation Discussion and Analysis” and “Executive Compensation: Compensation Tables.”

As required by Section 14A of the Exchange Act, we are asking our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the principles, policies, and practices described in this proxy statement. Accordingly, the following resolution is submitted for shareholder vote at the annual meeting:

“RESOLVED, that the shareholders of Dorman Products, Inc. approve, on an advisory basis, the compensation of its named executive officers as disclosed in its 2026 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables regarding named executive officer compensation and the narrative disclosures that accompany the compensation tables.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee, or our Board. Our Board and our Compensation Committee value the opinion of our shareholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

In keeping with the preference expressed by our shareholders at our 2023 Annual Meeting of Shareholders, our Board has adopted a policy of holding say-on-pay votes every year until the Company is required to hold another advisory vote

on the frequency of say-on-pay votes, which will occur no later than our 2029 Annual Meeting of Shareholders. The next say-on-pay advisory vote will occur at our 2027 Annual Meeting of Shareholders.

Our independent registered public accounting firm for the year ended December 31, 2025 was the firm of KPMG LLP (“KPMG”). The Audit Committee has appointed KPMG as our independent registered public accounting firm for the year ending December 31, 2026. A representative of KPMG is expected to attend the annual meeting and to have the opportunity to make a statement, if he or she desires to do so, and is expected to be available to respond to appropriate questions.

The Audit Committee, with the endorsement of the Board, recommends that you ratify that appointment. Although ratification is not required by our Amended

and Restated By-laws or otherwise, we are submitting the selection of KPMG to you for ratification as a matter of good corporate practice. If the selection is not ratified by a majority of the votes cast on this proposal at the annual meeting, our Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, our Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

On April 1, 2026, the Board approved and adopted, subject to shareholder approval, the Dorman Products, Inc. 2026 Omnibus Incentive Plan (the “2026 Omnibus Plan”). The Board adopted the 2026 Omnibus Plan to replace the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan (the “2018 Equity Plan”), which will expire pursuant to its terms on March 20, 2028. Upon shareholder approval of the 2026 Omnibus Plan, no further awards will be granted under the 2018 Equity Plan. Existing awards granted under the 2018 Equity Plan will remain outstanding subject to the terms and conditions of the 2018 Equity Plan and the applicable award agreement.

The Board reserved 1,543,000 shares of our common stock to cover awards to be granted under the 2026 Omnibus Plan during its ten-year term. In addition, (i) 127,563 shares remaining available for issuance and not subject to an outstanding award under the 2018 Equity Plan as of March 9, 2026 will be available for awards under the 2026 Omnibus Plan, and (ii) if any award under the 2018 Equity Plan is forfeited, terminates, or expires without having been exercised in full, the shares underlying such forfeited, terminated, or expired award under the 2018 Equity Plan will be available for issuance under the 2026 Omnibus Plan.

The material terms of the 2026 Omnibus Plan are summarized below. A copy of the full text of the 2026 Omnibus Plan is attached to this proxy statement as Appendix B. This summary of the 2026 Omnibus Plan is not intended to be a complete description of the 2026 Omnibus Plan and is qualified in its entirety by reference to the complete text of the 2026 Omnibus Plan.

The purpose of the 2026 Omnibus Plan is to provide additional incentive to officers and directors of, and other employees of, and consultants and/or advisors to, our Company and each present or future parent or subsidiary of our Company by providing for stock-

based and cash-based awards to encourage share ownership, incentivize individual performance, and align that individual performance with the Company’s long-term objectives.

The Board has appointed the Compensation Committee of the Board to administer the 2026 Omnibus Plan. Under the 2026 Omnibus Plan, the Compensation Committee has the power to interpret the 2026 Omnibus Plan’s provisions, prescribe, amend and rescind rules and regulations for the 2026 Omnibus Plan, and make all other determinations necessary or advisable for the administration of the 2026 Omnibus Plan. All determinations by the Compensation Committee shall be final, conclusive and binding on all persons, including participants and their beneficiaries. The Compensation Committee’s determinations under the 2026 Omnibus Plan (including, without limitation, determinations of the persons to receive awards, the form, amount and timing of such awards, the terms and provisions of such awards and the award agreements evidencing such awards) need not be uniform and may be made by the Compensation Committee selectively among persons who receive, or are eligible to receive, awards under the 2026 Omnibus Plan, whether or not such persons are similarly situated.

The Compensation Committee may delegate its authority with respect to the grant, amendment, interpretation and administration of awards, other than awards to officers of our Company subject to Section 16 of the Exchange Act, to a person, persons or subcommittee, in its sole and absolute discretion and as permitted by applicable law and the 2026 Omnibus Plan.

The term “Committee” as used below refers to either our Compensation Committee or the Compensation Committee’s delegate and, with respect to any award to a non-employee director, all references to Committee refer to either the Board or the Compensation Committee acting alone.

In order to decide upon a number of the 2026 Omnibus Plan features, including the number of shares to be available for awards, the Compensation Committee consulted Meridian Compensation Partners, LLC, its independent compensation consultant (“Meridian”). Meridian examined a number of factors, including our burn rate, dilution and share pool duration. The Compensation Committee and the Board considered Meridian’s analysis and advice in reaching its decision on the total number of shares to be available for grant under the 2026 Omnibus Plan.

Our stock-based compensation, including the participation of employees and directors, results in a "burn rate" or share utilization rate. The following table provides data on our annual share usage under the 2018 Equity Plan for the last three full fiscal years, the burn rate for each of the last three fiscal years, and the average burn rate over the last three fiscal years. The burn rate has been calculated as the quotient of (i) the sum of all options, time-based full value awards, and performance-based awards earned in such year, divided by (ii) the weighted average number of shares of common stock outstanding at the end of such year. The "burn rate" is not adjusted for forfeitures and expirations, which would reduce the burn rate if taken into account.

Based on our historic and projected future use of equity-based compensation, we estimate that the shares requested under the Plan will be sufficient to provide awards for approximately eight years. However, the actual duration of the shares reserve will depend on currently unknown factors, such as the Company’s future stock price, changes in participation, future grant practices, and award type mix and levels.

As of March 9, 2026, we had 30,170,601 shares of common stock outstanding. The table below shows our potential dilution (referred to as “overhang”) levels based on our common stock outstanding, equity awards outstanding and our request for 1,670,563 shares to be available for awards pursuant to the 2026 Omnibus Plan. The 1,670,563 shares represent 5.2% of our total diluted outstanding shares as of March 9, 2026. The Board believes that the 1,670,563 shares requested represents a reasonable amount of potential equity dilution, which will allow us to continue awarding equity awards, an important component of our compensation program.

Subject to adjustment as provided in the 2026 Omnibus Plan, not more than 1,543,000 shares of our common stock, plus the number of shares remaining available for issuance and not subject to an outstanding award under the 2018 Equity Plan, may be issued pursuant to the 2026 Omnibus Plan upon exercise of awards. Not more than 1,543,000 shares of our common stock may be issued under the 2026 Omnibus Plan upon the exercise of incentive stock options. The maximum number of shares that may be issued under the 2026 Omnibus Plan is subject to adjustment, as described below.

Shares issued under the 2026 Omnibus Plan may be treasury shares or originally issued shares. If an award is forfeited, terminates, or expires without having been exercised in full, the shares underlying such forfeited, terminated, or expired award will return to the pool of shares available for issuance under the 2026 Omnibus Plan. In addition, if any award under the 2018 Equity Plan is forfeited, terminates, or expires without having been exercised

in full, the shares underlying such forfeited, terminated, or expired award under the 2018 Equity Plan will be available for issuance under the 2026 Omnibus Plan.

Shares surrendered in payment of the exercise price of a stock option and shares withheld or surrendered for payment of taxes with respect to any award will not be available for re-issuance under the 2026 Omnibus Plan. If SARs are exercised and settled in common stock, the full number of shares subject to the SARs will be considered issued under the 2026 Omnibus Plan, without regard to the number of shares issued upon settlement of the SARs.

Pursuant to the 2026 Omnibus Plan, the maximum grant date value of shares subject to awards granted to any non-employee director during any calendar year, taken together with any cash fees payable to such non-employee director for services rendered during the calendar year, may not exceed $750,000 in total. The value of such awards shall be calculated based on the grant date fair value of such awards for financial reporting purposes.

Generally, all officers, directors, employees, consultants and/or advisors of our Company and each of our subsidiaries are eligible to receive awards under the 2026 Omnibus Plan. It is anticipated that seven non-employee directors and approximately 170 eligible employees, consultants and/or advisors would be eligible to receive awards under the 2026 Omnibus Plan. The approximate amount is based on the average number of reward recipients over 2023, 2024, and 2025.

Subject to the terms set forth in the 2026 Omnibus Plan, the Committee has the power, from time to time, to:

The following types of awards may be granted under the 2026 Omnibus Plan:

Awards will be evidenced by award agreements (which need not be identical) in such forms as the Committee may from time to time approve. In the event of any conflict between the provisions of the 2026 Omnibus Plan and any such agreements, the provisions of the 2026 Omnibus Plan shall prevail. All awards must be granted on or before the tenth anniversary of the effective date of the 2026 Omnibus Plan.

Each award of options will be subject to such terms and conditions consistent with the 2026 Omnibus Plan as determined by the Committee and as set forth in the applicable award agreement. Options granted under the 2026 Omnibus Plan may be incentive stock options (qualifying for favorable income tax treatment under Section 422 of the Code) or non-qualified stock options. A description of the tax treatment of stock options appears below under the heading “Federal Income Tax Information.”

The Committee determines the exercise price at which shares underlying a stock option may be purchased. The exercise price for options granted under the 2026 Omnibus Plan must be equal to at least 100% of the fair market value (as defined the 2026 Omnibus Plan) of our common stock as of the date of the grant of the option, except that the option exercise price of an incentive stock option granted to an individual owning shares of our Company possessing more than 10% of the total combined voting power of all classes of stock of our Company on the date of the grant (“Ten Percent Holder”) must not be less than 110% of the fair market value as of the date of the grant of the option. The aggregate fair

market value (determined on the date of grant) of the shares of our common stock subject to incentive stock options granted to an employee and which first become exercisable during any calendar year cannot exceed $100,000. The exercise price may be paid pursuant to one or more of the following methods, as determined by the Committee and set forth in the award agreement: cash, check, by delivering shares of common stock owned by the participant (or attesting to ownership of such shares) or by permitting Dorman to withhold shares of common stock for which the stock option is exercisable.

Stock options granted under the 2026 Omnibus Plan are exercisable as determined by the Committee and specified in the applicable award agreement. In no event will an incentive stock option granted to a Ten Percent Holder be exercisable after five years from the date of grant and all other options will not be exercisable after ten years from the date of grant. The 2026 Omnibus Plan also contains an automatic exercise provision which provides that, immediately before its expiration, an option will be deemed automatically exercised if certain conditions set forth in the 2026 Omnibus Plan are satisfied, including the option being in-the-money. A participant may not receive dividend equivalents with respect to stock options.

A SAR is a right to receive a payment in cash, shares of common stock or a combination of cash and shares of common stock, in an amount equal to the fair market value of a specified number of shares on the date of exercise over the applicable base price per share, as determined by the Committee. Each award of SARs will be subject to such terms and conditions consistent with the 2026 Omnibus Plan as determined by the Committee and as set forth in the applicable award agreement. The base price per share may not be less than the fair market value of a share of common stock on the date the SAR is granted. SARs are exercisable as determined by the Committee and specified in the applicable award agreement. No SAR will be exercisable later than ten years after the date it is granted. The 2026 Omnibus Plan also contains an automatic exercise provision which provides that immediately before its expiration, a SAR will be deemed automatically exercised if certain conditions set forth in the 2026 Omnibus Plan are satisfied, including the SAR being in-the-money. A participant may not receive dividend equivalents with respect to SARs.

Each award of restricted stock or restricted stock units will be subject to such terms and conditions consistent with the 2026 Omnibus Plan as determined by the Committee and as set forth in the applicable award agreement. Restricted shares granted under the 2026 Omnibus Plan are, for a period of time determined by the Committee, subject to forfeiture if certain conditions established by the Committee, including performance standards set by the Committee, are not met. A restricted stock unit is a unit that entitles the participant to receive one share of our common stock upon satisfaction of the vesting condition set forth in the award agreement, which may include time-based and/or performance-based conditions. The Committee will establish the terms and conditions upon which the restrictions on those shares or units will lapse. In addition, the Committee may at any time, in its sole discretion, waive, in whole or in part, any remaining conditions to vesting with respect to a participant’s restricted stock or restricted stock units.

Participants holding restricted shares may have such rights with respect to such shares as may be determined by the Committee and set forth in the applicable award agreement, including the right to vote such shares. Participants holding restricted stock units do not possess any voting rights with respect to those units. Cash dividends declared or paid on restricted shares will be deferred until the lapsing of any restrictions imposed on such restricted shares. The Committee will determine whether a participant granted a restricted stock unit will be entitled to receive an amount equal to any dividends paid on shares underlying the restricted stock unit, referred to as “dividend equivalents.” Dividend equivalents will vest and be paid only if and to the extent the underlying restricted stock units vest and are paid. Dividend equivalents may be payable in cash or in the form of additional shares subject to the award.

Each other type of equity- and cash-based award will be subject to such terms and conditions consistent with the 2026 Omnibus Plan as determined by the Committee and as set forth in the applicable award or other agreement evidencing such award.

No option or SAR will be transferable other than by will or the laws of descent and distribution and, during the lifetime of the participant, will be

exercisable only by the participant or for the participant’s benefit by the participant’s attorney-in-fact or guardian. The Committee may permit an option or a SAR to be transferred by a participant to a family member (as defined in the 2026 Omnibus Plan), subject to restrictions set forth in the 2026 Omnibus Plan.

The Committee may also establish a period commencing with the date of grant during which the participant will not be permitted to sell, transfer, pledge or assign restricted stock, restricted stock units or other equity- or cash-based awards awarded under the 2026 Omnibus Plan.

Unless otherwise specified in an award agreement or any other written agreement between the participant and Dorman or any of our subsidiaries, or as otherwise determined by the Committee, if a participant’s employment is terminated, outstanding vested and unvested awards under the 2026 Omnibus Plan will be subject to the following treatment:

A “termination of employment” will be deemed to occur on the date a participant ceases to have a regular obligation to perform services for a participating company, without regard to whether (i) the participant continues on the participating company’s payroll for regular, severance, or other pay or (ii) the participant continues to participate in one or more health and welfare plans maintained by the participating company on the same basis as active employees. Whether a participant ceases to have a regular obligation to perform services for a participating company will be determined by the Committee in its sole discretion. Notwithstanding the foregoing, if a participant is a party to an employment agreement, consulting agreement or severance agreement with a participating company which establishes the effective date of such participant’s termination of employment, that date shall apply. For purposes of the 2026 Omnibus Plan, if a participant’s employment with a participating

company ceases but the participant continues to provide services to a participating company in a non-employee capacity (including as a non-employee director), then such change in status shall not be considered a “termination of employment.” In addition, a participant who is a non-employee director will be treated as having terminated employment on the participant’s termination of service as a non-employee director, provided that if such a participant is designated as a director emeritus upon termination of service as a non-employee director, such participant will not be treated as having terminated employment until the participant’s termination of service as a director emeritus.

Unless the award agreement provides otherwise, upon a change in control, all outstanding options and SARs will automatically accelerate and become fully

exercisable, the restrictions and conditions on outstanding restricted stock, restricted stock units, and dividend equivalents will immediately lapse and any other equity-based or cash-based awards will accelerate.

Unless the Committee determines otherwise, if a change in control occurs in which our Company is not the surviving corporation (or survives only as a subsidiary of another corporation), all outstanding awards that are not exercised or paid at the time of the change in control will be assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation).

In the event of a change in control, if all outstanding awards are not assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may take any of the following actions with respect to any or all outstanding awards, without the consent of any participant:

Under the 2026 Omnibus Plan, “change in control” means:

In connection with the distribution of amounts subject to an award that constitutes non-qualified deferred compensation within the meaning of Section 409A of the Code, the term “change in control” will be limited to transactions described above that constitute a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of our Company, within the meaning of Section 409A of the Code. The Committee will interpret the plan and administer awards to comply with, or be exempt from, Section 409A of the Code, and will avoid acceleration or distribution except as permitted under Section 409A.

In the event of a stock dividend declared upon, or a stock split or reverse stock split affecting shares of, our common stock:

will, without further action of the Board, be adjusted to reflect such event unless the Board determines, at the time it approves such stock dividend, stock split, or reverse stock split, that no such adjustment will be made. The Committee may make adjustments, in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to outstanding awards as a result of the stock dividend, stock split, or reverse stock split.

In the event of any other change affecting shares of our common stock, our Company, or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation, or share exchange, other than any such change that is part of a transaction resulting in a change in control, the Committee, in its discretion and without the consent of the holders of the awards, will make:

The Committee is authorized to make, in its discretion and without the consent of holders of awards, adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events affecting our Company, or the financial statements of our Company or any affiliate, or of changes in applicable

laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2026 Omnibus Plan.

All awards under the 2026 Omnibus Plan will 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. Unless otherwise determined by the Committee, to the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations, or other administrative error), the participant will be required to repay us any such excess amount.

Except in connection with adjustments due to changes in Dorman’s capital structure described above, neither the Board nor the Committee may, without obtaining prior approval by the Company’s shareholders, reduce the option price or base price of any issued and outstanding option or SAR granted under the 2026 Omnibus Plan, including through cancellation and re-grant or any other method (including the repurchase of an option or SAR that is “out of the money” in exchange for an option or SAR, cash, and/or other property), at any time during the term of such option or SAR.

The Board or the Committee may amend or terminate the 2026 Omnibus Plan from time to time in such manner as it may deem advisable. However, except in connection with adjustments due to changes in Dorman’s capital structure described above, neither the Board nor the Committee may, without obtaining shareholder approval, change the class of individuals eligible to receive an incentive stock option, extend the expiration date of the 2026 Omnibus Plan, decrease the minimum option price of an incentive stock option granted under the 2026 Omnibus Plan, or increase the maximum number of shares as to which awards may be granted, except in connection with adjustments due to changes in Dorman’s capital structure described above.

No award will be materially adversely affected by any such termination or amendment without the written consent of the participant.

The 2026 Omnibus Plan will terminate on April 1, 2036, the 10^th anniversary of the date of Board approval, unless terminated sooner by our Board or the Committee.

The following is a general summary of the current U.S. federal income tax treatment of incentive awards that would be authorized to be granted under the 2026 Omnibus Plan, based upon the current provisions of the Code, as amended, and regulations promulgated thereunder. As the rules governing the tax treatment of such awards are technical in nature, the following discussion of tax consequences is necessarily general in nature and does not purport to be complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. This summary, which is presented for the information of shareholders considering how to vote on this proposal and not for 2026 Omnibus Plan participants, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Incentive Stock Options. A participant generally will not recognize income on the grant or exercise of an incentive stock option. However, the difference between the exercise price and the fair market value of the stock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a participant disposes of the stock received upon the exercise of an incentive stock option within certain specified periods (a “disqualifying disposition”), the participant will recognize ordinary income on the exercise of such incentive stock option in the same manner as on the exercise of a nonqualified stock option, as described below.

Non-qualified Stock Options and Stock Appreciation Rights. A participant generally is not required to recognize income on the grant of a nonqualified stock option or a stock appreciation right. Instead, ordinary income generally is required to be recognized on the date the nonqualified stock option or stock appreciation right is exercised. In general, the amount of ordinary income required to be recognized

is (i) in the case of a nonqualified stock option an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the exercise price and (ii) in the case of a stock appreciation right, the amount of cash and/or the fair market value of any shares received upon exercise.

Restricted Stock. Unless a participant who receives an award of restricted stock makes an election under Section 83(b) of Code, as amended, as described below, the participant generally is not required to recognize ordinary income on the award of restricted stock. Instead, on the date the restrictions lapse and the shares vest (that is, become transferable and no longer subject to forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares on that date over the amount paid, if any for those shares. If a participant makes a Section 83(b) election to recognize ordinary income on the date the shares are awarded, the amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount paid, if any, for those shares. In that case, the participant will not be required to recognize additional ordinary income when the restrictions lapse and the shares vest. Special rules apply to the receipt and disposition of restricted stock received by officers and directors who are subject to Section 16(b) of the Exchange Act.

Restricted Stock Units. A participant generally is not required to recognize income on the grant of a restricted stock unit. In general, on the date the units vest, the participant will be required to recognize ordinary income in an amount equal to the fair market value of the stock deliverable on the vesting date.

Other Equity- or Cash-Based Awards. With respect to other equity- or cash-based awards, a participant will generally recognize ordinary income equal to the fair market value of the shares or the amount of cash paid on the date on which delivery of shares or payment in cash is made to the participant.

Gain or Loss on Sale or Exchange of Shares. In general, gain or loss from the sale or exchange of shares granted under the 2026 Omnibus Plan will be treated as capital gain or loss. Gain or loss will be long-term capital gain or loss for shares held for more than one year.

Deductibility by the Company. We generally are not allowed a deduction in connection with the grant or exercise of an incentive stock option. However, if a

participant is required to recognize income as a result of a disqualifying disposition, we will be entitled to a deduction equal to the amount of ordinary income so recognized. In the case of a nonqualified stock option (including an incentive stock option that is treated as a nonqualified stock option, as described above), a stock appreciation right, restricted stock or restricted stock unit, or other equity- or cash-based award, in general, we will be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, but such deduction may be limited under Section 280G of the Code for compensation paid to certain executives designated under that Section.

Any awards to be made under the 2026 Omnibus Plan will be subject to the discretion of our Compensation Committee. As a result, it is not possible to determine the number or type of awards that may be granted to any person under the 2026 Omnibus Plan. The awards granted for the 2025 fiscal year under our 2018 Equity Plan are set forth in the following table (and, for our named executive officers, are also set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table in this proxy statement).