Welcome to our dedicated page for Distribution Solutions Group SEC filings (Ticker: DSGR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Distribution Solutions Group, Inc. filings document regulatory disclosures for a Nasdaq-listed specialty distribution company operating across MRO, OEM and industrial technology markets. Its Form 8-K reports primarily record earnings releases, operating results, financial-condition updates and Regulation FD disclosures, including share repurchase authorization activity.
The company’s proxy materials cover annual meeting matters, board governance, executive compensation and shareholder voting items. Filing exhibits also document press releases, Inline XBRL cover data and capital-structure disclosures related to common stock, liquidity and other material events reported by the company.
Distribution Solutions Group, Inc. (DSGR) has entered into a Merger Agreement under which Eclipse Acquisitions Merger Sub, Inc., an affiliate of LKCM Headwater Investments, will merge with DSGR, and DSGR will become a privately held, indirect wholly owned subsidiary of Eclipse Parent Acquisitions, LLC.
At the Effective Time, each share of Company Common Stock (other than excluded and appraisal shares) will be converted into the right to receive $35.00 in cash per share, without interest and subject to withholding tax. This represents an approximately 81% premium to the $19.31 closing price on March 13, 2026 and is $5.50 above LKCM Headwater’s initial non-binding $29.50 proposal.
The Merger is a going private transaction and “controlling stockholder transaction,” requiring approval by (1) a majority of shares outstanding and entitled to vote and (2) a majority of votes cast by Disinterested Stockholders. A Special Committee of independent directors unanimously recommended the Merger, and William Blair opined that the consideration is fair from a financial point of view to Disinterested Stockholders (other than holders of Excluded Shares). If completed, DSGR will be delisted from Nasdaq, and stockholders who meet strict procedural requirements may seek appraisal rights under Delaware law.
For Distribution Solutions Group, Inc. (DSGR), Chief Executive Officer Barry Litwin reported compensation-related equity activity. He received a grant of 17,500 Restricted Stock Units on 2026-08-14 at a reference value of $34.97 per unit. On the same date, 6,190 units were delivered back to the company as a disposition to the issuer to cover tax obligations upon vesting, according to the filed footnote.
Distribution Solutions Group, Inc. reported second-quarter 2026 revenue of $557.7 million, up from $502.4 million a year earlier. Net income rose to $8.5 million versus $5.0 million, with diluted EPS of $0.18 compared with $0.11. For the first six months, revenue was $1.05 billion and net income $8.9 million.
TestEquity drove growth with Q2 revenue of $229.0 million (up 17.4%) and Adjusted EBITDA of $20.0 million, while Lawson’s gross margin narrowed to 51.3%. Operating cash flow for the half-year was $1.6 million as receivables and inventories increased, and total debt reached $733.8 million. DSG completed the $16.5 million Eastern Valve acquisition and agreed to a go‑private merger at $35.00 per share with affiliates of LKCM Headwater and CEO J. Bryan King, subject to majority and majority‑of‑the‑minority stockholder approvals and antitrust clearance.
Distribution Solutions Group reported stronger Q2 2026 results, with revenue of $557.7 million, up 11.0% year-over-year, driven by 10.2% organic sales growth and $4.1 million from the Eastern Valve acquisition. Gross margin slipped to 32.3% from 33.9%, but higher volumes lifted operating income to $27.9 million and net income to $8.5 million. Non-GAAP measures also improved, with adjusted EBITDA of $53.9 million (9.7% of sales) and adjusted diluted EPS of $0.47, up from $0.35 a year ago and $0.24 in Q1 2026. Cash from operations was $22.0 million versus a use of $20.4 million in the prior quarter, and liquidity totaled $420.2 million, including $75.5 million of cash and $344.7 million of revolver capacity.
After quarter-end, entities controlled by LKCM Headwater, which already own about 79% of DSG’s shares, agreed to acquire the remaining shares for $35.00 in cash. This price is $5.50 above LKCM Headwater’s initial proposal and represents an 81% premium to the $19.31 closing price before the offer became public. A special committee of disinterested directors unanimously recommended the deal, and the board approved it. Closing depends on customary conditions, including HSR clearance and approval by a majority of votes cast by unaffiliated stockholders; DSG also amended its credit agreement to allow revolving borrowings to finance the transaction.
Distribution Solutions Group, Inc. entered into an Agreement and Plan of Merger with Eclipse Parent Acquisitions, LLC and its affiliates. At the effective time, each share of common stock outstanding immediately before the merger (excluding shares held by LKCM-affiliated reporting persons, treasury shares and validly perfected appraisal shares) will be cancelled and converted into the right to receive $35.00 in cash per share, without interest.
LKCM and related investment vehicles collectively may be deemed to beneficially own 36,357,588 shares of common stock, representing 78.7% of shares outstanding as of March 31, 2026. These holders expect to contribute their shares to the acquisition parent in exchange for equity interests and, under a Voting and Support Agreement, to vote their shares for the merger and waive appraisal rights. An LKCM affiliate has provided an equity commitment of up to $125,000,000 to fund a portion of the transaction and a limited guarantee covering up to $30 million of certain Parent payment obligations, including any reverse termination fee.
The merger is subject to customary closing conditions, including approval by a majority of all outstanding shares and a majority of votes cast by disinterested stockholders, antitrust clearance under the Hart-Scott-Rodino Act, absence of injunctions, and no Material Adverse Effect. The merger agreement may be terminated if the transaction is not completed by December 31, 2026, subject to specified extensions.
Distribution Solutions Group, Inc. agreed to a going-private merger with newly formed entities controlled by LKCM Headwater Investments. These buyers will acquire all outstanding shares of common stock not already owned by LKCM Headwater and its affiliates for $35.00 in cash per share, and the company will become privately held and delist from Nasdaq.
The offer price is an increase from LKCM Headwater’s initial $29.50 proposal and represents an approximately 81% premium to the $19.31 closing price on March 13, 2026. A Special Committee of disinterested directors unanimously approved the deal, and closing requires both approval by a majority of all shares and a majority of votes cast by disinterested stockholders, along with HSR clearance and other customary conditions. The agreement includes a $9,264,438 termination fee payable by the company in certain circumstances and a $22,234,650 reverse termination fee payable by the buyer group if they fail to close. Financing includes amended revolving credit capacity and an equity commitment of up to $125,000,000, and the merger is not subject to a financing condition.
Lanuza Cesar reported acquisition or exercise transactions in this Form 4 filing.
Distribution Solutions Group, Inc. reported that President and CEO Cesar Lanuza received a grant of 20,000 shares of Common Stock as equity compensation. The shares were valued at $27.47 per share on the grant date. Following this award, his direct ownership increased to 100,498 shares of the company’s common stock.
Distribution Solutions Group director Lee S. Hillman received a grant of 4,601 Restricted Stock Units (RSUs) of common stock. The RSUs are a form of equity compensation and increase his directly held position to 111,862 shares after the award.
The footnote states these RSUs will vest on May 14, 2027, subject to the award agreement’s terms and conditions. Once vested, they will convert into shares of common stock, further aligning the director’s interests with the company’s shareholders over the long term.
Distribution Solutions Group director Steven Edelson received a grant of 4,601 Restricted Stock Units (RSUs) of Common Stock. The award is recorded at a reference price of $27.17 per share and is classified as a grant/award acquisition, not an open-market purchase.
The footnote states these RSUs will vest on May 14, 2027, subject to the award agreement’s terms, and will then convert into shares of Common Stock. Following this grant, Edelson directly holds 103,284 shares of the company’s stock.
MOON MARK F reported acquisition or exercise transactions in this Form 4 filing.
Distribution Solutions Group director Mark F. Moon received a grant of 4,601 Restricted Stock Units of Common Stock. These RSUs were awarded at a reference price of $27.17 per share and will vest on May 14, 2027, subject to the award agreement. After this grant, he holds 49,890 shares directly.