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) seeks approval for a proposed merger under which each eligible common share would convert at closing into a right to receive $35.00 in cash, without interest and subject to required withholding. Shares held by the buyer entities or affiliated stockholders, treasury or subsidiary shares, and shares for which holders properly exercised and have not withdrawn appraisal rights are excluded. The consideration is approximately 81.3% above DSG’s $19.31 closing price on March 13, 2026, the last trading day before public disclosure of the initial proposal.
The buyer entities are affiliated with LKCM Headwater and J. Bryan King, DSG’s chief executive officer, president and board chair. LKCM Headwater and affiliates beneficially owned approximately 78.5% of outstanding shares as of September 30, 2026; LKCM agreed to vote its and controlled affiliates’ shares for the merger. Approval requires a majority of outstanding shares entitled to vote and a majority of votes cast by disinterested stockholders. The independent Special Committee recommended the merger, and the Board recommends all three proposals. If completed, DSG would become privately held and delist from Nasdaq. Merger Sub completed an $800 million notes offering on October 15, 2026; proceeds were placed in escrow pending conditions, including substantially concurrent merger consummation. Closing is not conditioned on financing.
Distribution Solutions Group, Inc. (DSGR) reported that EVP CFO & Treasurer Ronald J. Knutson acquired 10,000 shares of common stock in a grant or award on October 13, 2026. On that date, he delivered 4,430 shares to the company to cover taxes upon vesting of restricted stock units.
Distribution Solutions Group, Inc. (DSGR) subsidiary Lawson Products entered into an agreement to acquire GradeEight Holdings for approximately $145 million, subject to adjustments. The transaction has no financing condition; Lawson expects to fund the purchase with borrowings under DSG’s existing $400 million revolving credit facility and available cash. Closing is expected in the fourth quarter of 2026, subject to customary conditions. GradeEight generates approximately $110 million in annual sales, and DSG expects the acquisition to be accretive to Adjusted EBITDA margins on a go-forward basis.
GradeEight includes Winzer’s network of more than 270 franchisees, approximately 12,000 customers and over 65,000 SKUs, plus eight FastServ Supply stores in Texas and Arkansas. Separately, DSG’s merger agreement dated July 15, 2026, would make the company privately held and remove its common stock from Nasdaq, subject to customary conditions including stockholder approval. LKCM Headwater and affiliates beneficially own approximately 78.5% of DSG’s outstanding common stock.
Distribution Solutions Group, Inc. announced that Eclipse Acquisitions Merger Sub, Inc., controlled by LKCM Headwater Investments, LLC, priced $800 million aggregate principal amount of 10.000% Senior Notes due 2032, up from the previously announced $700 million. The offering is expected to close on October 15, 2026, subject to customary closing conditions. The Notes will initially be issued by the Escrow Issuer, with gross proceeds placed into escrow pending conditions that include the substantially concurrent Merger.
Under the Merger, LKCM Headwater affiliates would acquire DSG common shares not already owned by LKCM Headwater and its affiliates for $35.00 per share in cash; the Escrow Issuer would merge into DSG, which would survive as a wholly owned subsidiary of Intermediate HoldCo. DSG would assume the Notes' rights and obligations, and its subsidiaries that are obligors under its existing credit agreement would become guarantors. The Merger is subject to customary closing conditions, including DSG stockholder approval, and there can be no assurance it will be consummated. If released from escrow after applicable conditions are satisfied, gross offering proceeds together with an equity contribution from LKCM Headwater into DSG are expected to fund the share consideration, repay a portion of DSG's existing credit-agreement indebtedness, pay related fees and expenses, and support general corporate purposes, including future acquisitions.
Distribution Solutions Group, Inc. (DSGR) announced that Eclipse Acquisitions Merger Sub, Inc., controlled by LKCM Headwater Investments, LLC, plans to offer $700 million aggregate principal amount of Senior Notes due 2032, subject to market and other conditions. The merger sub would initially issue the notes, with gross proceeds expected to be placed in escrow pending conditions that include substantially concurrent completion of the merger.
Under the proposed merger, LKCM Headwater affiliates would acquire all outstanding DSG common shares not already owned by LKCM Headwater and its affiliates for $35.00 per share in cash. The merger is subject to customary closing conditions, including DSG stockholder approval. If escrow-release conditions are met, note proceeds and an expected $140 million equity contribution from LKCM Headwater are expected to fund the share purchase, repay part of DSG’s existing credit-agreement debt, cover transaction expenses, and support general corporate purposes, including future acquisitions.
The investor presentation reports $2.05 billion in revenue and $195 million in Pro Forma Adjusted EBITDA for the trailing twelve months ended June 30, 2026. Pro forma Total Net Leverage Ratio is expected to be 4.5x; DSG states a 3.5x–4.0x long-term target after executing its potential acquisitions.
Distribution Solutions Group, Inc. (DSGR) received Amendment No. 32 to a Schedule 13D from a group of affiliated investment entities and individuals reporting their beneficial ownership of the company’s common stock. Luther King Capital Management Corporation reports beneficial ownership of 36,357,588 shares, representing 78.7% of the common stock, with identical amounts reported by J. Luther King, Jr. and slightly fewer shares reported by J. Bryan King.
Other reporting entities include 301 HW Opus Investors, LLC with 16,000,000 shares (34.6%) and LKCM TE Investors, LLC with 8,000,000 shares (17.3%), along with several LKCM-sponsored partnerships holding smaller stakes. The reporting persons expressly disclaim membership in a “group” and beneficial ownership beyond their pecuniary interests. On September 9, 2026, LKCM Headwater Investments, LLC entered into a Confidentiality Agreement with Distribution Solutions Group, which is filed as an exhibit.
Distribution Solutions Group, Inc. (DSGR) furnished an investor presentation in connection with a series of informational meetings with investors and a proposed go‑private merger led by an affiliate of Luther King Capital Management Corporation (LKCM). The merger would combine Eclipse Acquisitions Merger Sub, Inc. with DSG, leaving DSG as a wholly owned subsidiary of Eclipse Intermediate Acquisitions, LLC and an indirect wholly owned subsidiary of Eclipse Parent Acquisitions, LLC. DSG reports trailing twelve‑month revenue to Q2 2026 of $2.05 billion and Adjusted EBITDA margin of roughly 8.6%, with a diversified specialty distribution platform across MRO, OEM and industrial technologies. The presentation highlights the September 1, 2026 acquisition of American Fasteners Corporation for about $44 million in cash and discussions with six additional accretive targets, for which aggregate cash consideration under discussion is $650–$700 million and expected aggregate Pro Forma Adjusted EBITDA contribution is about $74 million plus an estimated $16 million of cost savings and synergies if completed. As of June 30 2026, total debt is about $733.8 million, cash is about $66.9 million, trailing Pro Forma Adjusted EBITDA is about $195.4 million, and the Total Net Leverage Ratio is 3.4x, with a stated long‑term leverage target of 3.5x–4.0x and a focus on free cash flow–driven deleveraging.
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.