Dorman Products (NASDAQ: DORM) sells $450M notes and secures new $800M credit line

Rhea-AI Filing Summary

Dorman Products, Inc. entered into major financing transactions. The company issued $450,000,000 of 6.250% senior notes due June 15, 2034, paying interest semi-annually starting December 15, 2026. The notes are senior unsecured obligations guaranteed by certain wholly owned subsidiaries and include optional redemption features and a change of control repurchase at 101% of principal plus accrued interest.

Dorman also amended its credit agreement, replacing the prior revolving facility with a new $800,000,000 five-year revolving credit facility maturing June 16, 2031, and repaid all outstanding term loans using proceeds from the notes. The amended facility is secured by substantially all personal property of the company and key domestic subsidiaries and includes financial covenants, including a maximum consolidated secured net leverage ratio of 3.50 to 1.00 (temporarily 4.00 to 1.00 after certain acquisitions) and a minimum consolidated interest coverage ratio of 2.00 to 1.00.

Insights

Corporate credit analyst

Dorman refinances with long-dated notes and an expanded secured revolver, adding leverage covenants.

Dorman Products issued $450,000,000 of 6.250% senior notes due 2034 and used the proceeds to repay existing term loans. It simultaneously put in place an $800,000,000 five-year revolving credit facility maturing in 2031, secured by substantially all key domestic assets.

The notes are senior unsecured, guaranteed by certain subsidiaries, and include standard optional redemption and 101% change-of-control repurchase terms. The new revolver bears interest at benchmark rates plus margins ranging from 1.00% to 1.750%, with undrawn fees up to 0.250%, tying funding costs partly to credit quality.

The amended credit agreement adds financial maintenance covenants: a consolidated secured net leverage ratio capped at 3.50 to 1.00 (temporarily 4.00 to 1.00 following specified acquisitions) and a minimum consolidated interest coverage ratio of 2.00 to 1.00. Subsequent disclosures in company filings may show how these covenants interact with future borrowing and acquisition activity.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Senior notes size: $450,000,000 principal Coupon rate: 6.250% per year Change of control put: 101% of principal +5 more

8 metrics

Senior notes size $450,000,000 principal 6.250% senior notes due June 15, 2034

Coupon rate 6.250% per year Interest on senior notes, paid semi-annually

Change of control put 101% of principal Repurchase price plus accrued interest on triggering event

Revolving credit facility size $800,000,000 New five-year revolver maturing June 16, 2031

SOFR margin range 1.00%–1.750% Applicable margin over benchmark rates on loans

Commitment fee range 0.125%–0.250% Fee on undrawn revolver commitments

Max secured net leverage ratio 3.50 to 1.00 Raised to 4.00 to 1.00 after certain acquisitions

Min interest coverage ratio 2.00 to 1.00 Consolidated interest coverage covenant

Key Terms

senior notes, Indenture, revolving credit facility, consolidated secured net leverage ratio, +2 more

6 terms

senior notes financial

"issued $450,000,000 aggregate principal amount of 6.250% senior notes due June 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture regulatory

"pursuant to an indenture, dated as of June 16, 2026 (the “Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

revolving credit facility financial

"refinanced the existing revolving credit facility under the Original Credit Agreement with a new five-year revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

consolidated secured net leverage ratio financial

"maintain a consolidated secured net leverage ratio of not more than 3.50 to 1.00"

consolidated interest coverage ratio financial

"a consolidated interest coverage ratio of not less than 2.00 to 1.00"

A consolidated interest coverage ratio measures how easily a company and all its subsidiaries can pay the interest on their debt from their operating profits. It divides the group’s operating profit (earnings before interest and taxes) by the interest expenses; a higher number is like having more months of income set aside to cover loan payments, which matters to investors because it signals financial stability and lower default risk.

change of control triggering event financial

"If the Company experiences certain change of control events coupled with a downgrade in the ratings of the Notes"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

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Understanding 8-K Material Events →

false 0000868780 0000868780 2026-06-16 2026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

Dorman Products, Inc.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania		000-18914		23-2078856
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3400 East Walnut Street

Colmar, PA 18915

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 997-1800

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.01 per share		DORM		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

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 and pari 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:

Year		Percentage
2029			103.125	%
2030			101.563	%
2031 and thereafter			100.000	%

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.

Amended Credit Agreement

On June 16, 2026, the Company entered into an Amendment No. 3 (the “Amendment”) to the Credit Agreement, dated as of August 10, 2021 (as amended by Amendment No. 1, dated as of October 4, 2022 and as further amended by Amendment No. 2, dated as of July 1, 2024, the “Original Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”), among the Company, the Guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Amendment refinanced the existing revolving credit facility under the Original Credit Agreement with a new five-year revolving credit facility in an aggregate principal amount of $800,000,000, extending the maturity date to June 16, 2031. In addition, the Company repaid in full all outstanding term loans under the Original Credit Agreement together with unpaid interest and fees in respect thereof, with the proceeds from the issuance of the Notes. The loans under the Amended Credit Agreement are guaranteed by each of the Company’s material wholly-owned domestic subsidiaries, and are supported by a security interest in substantially all of the Company’s and its material wholly-owned domestic subsidiaries’ personal property and assets, subject to certain exceptions.

At the Company’s option, loans under the Amended Credit Agreement will bear interest at a rate equal to Term SOFR, Sterling Overnight Index Average Reference Rate, Overnight Interbank Equilibrium Rate (Tasa de Interés Interbancaria de Equilibrio de Fondeo), Euro Interbank Offered Rate or CORRA, as applicable, plus an applicable margin ranging from 1.00% to 1.750% or at an alternate base rate plus an applicable margin ranging from 0.00% to 0.750%. Undrawn revolving commitments incur a commitment fee based on the Company’s secured net leverage ratio, ranging from 0.125% to 0.250%.

The Amended Credit Agreement contains customary representations and warranties and covenants that, among other things and subject to certain exceptions, qualifications and thresholds, place limitations on our ability, and the ability of our subsidiaries, to: incur additional indebtedness; create additional liens; enter into a merger, consolidation or amalgamation or other defined “fundamental changes;” dispose of certain assets; make certain investments or acquisitions; pay dividends, or make other restricted payments; pay junior debt or make other restricted debt payments; enter into swap agreements; or enter into transactions with our affiliates. Additionally, the Amended Credit Agreement contains financial maintenance covenants that require the Company to (i) maintain a consolidated secured net leverage ratio of not more than 3.50 to 1.00 (increasing to 4.00 to 1.00 for the four fiscal quarters following certain acquisitions) and (ii) a consolidated interest coverage ratio of not less than 2.00 to 1.00.

The foregoing description of the Amendment and the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment and Amended Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1		Indenture, dated June 16, 2026, by and among Dorman Products, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association
4.2		Form of 6.250% Senior Notes due 2034 (included in Exhibit 4.1)
10.1		Amendment No. 3, dated June 16, 2026 to Credit Agreement, dated as of August 10, 2021, as amended by Amendment No. 1, dated as of October 4, 2022 and Amendment No. 2, dated as of July 1, 2024
104		The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 16, 2026

DORMAN PRODUCTS, INC.
By:		/s/ Charles W. Rayfield
Name:		Charles W. Rayfield
Title:		Senior Vice President, Chief Financial Officer and Treasurer

FAQ

What new debt did Dorman Products (DORM) issue in June 2026?

Dorman Products issued $450,000,000 of 6.250% senior notes due June 15, 2034. The notes pay interest semi-annually starting December 15, 2026 and are senior unsecured obligations guaranteed by certain wholly owned subsidiaries.

What are the key terms of Dorman Products’ 6.250% senior notes due 2034?

The notes carry a 6.250% annual interest rate, paid each June 15 and December 15, maturing on June 15, 2034. They include optional redemption schedules from 2029 onward and a 101% repurchase obligation after a qualifying change of control with a ratings downgrade.

How did Dorman Products use the proceeds from its 2026 notes offering?

Dorman Products used proceeds from the $450,000,000 notes to repay in full all outstanding term loans under its prior credit agreement, including unpaid interest and fees, effectively refinancing that portion of its capital structure.

What are the main features of Dorman Products’ amended credit agreement?

The amended credit agreement provides a new $800,000,000 revolving credit facility with a five-year term ending June 16, 2031. It is secured by substantially all personal property of the company and key domestic subsidiaries and includes customary covenants and financial tests.

What financial covenants apply under Dorman Products’ amended credit facility?

Dorman must maintain a consolidated secured net leverage ratio not exceeding 3.50 to 1.00, temporarily 4.00 to 1.00 after certain acquisitions, and a consolidated interest coverage ratio of at least 2.00 to 1.00, based on definitions in the agreement.

How is interest determined on borrowings under Dorman Products’ new revolver?

Borrowings can bear interest at Term SOFR or other reference rates plus a margin of 1.00%–1.750%, or at an alternate base rate plus a margin of 0.00%–0.750%. Undrawn commitments incur fees of 0.125%–0.250%, depending on secured net leverage.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.8 MB

Other Documents

• EX-4.1 EX-4.1 527.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB