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. 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.
Distribution Solutions Group director Bianca Rhodes reported a grant of 4,601 Restricted Stock Units of Common Stock. The award was recorded at a reference price of $27.17 per share and increases her directly held stake to 25,336 shares.
The Restricted Stock Units will vest on May 14, 2027, under the terms and conditions of the award agreement, and will convert into shares of Common Stock at that time. This is a compensation-related equity grant, not an open-market stock purchase or sale.
Distribution Solutions Group director Robert Zamarripa received a grant of 4,601 restricted stock units of common stock. The award is valued at $27.17 per unit and increases his direct holdings to 51,706 shares after the transaction. These restricted stock units will vest on May 14, 2027, subject to the award agreement, and then convert into shares of common stock.
Distribution Solutions Group, Inc. reported voting results from its 2026 Annual Meeting of Stockholders. Stockholders elected all seven director nominees, ratified Grant Thornton LLP as independent registered public accounting firm for 2026, approved the advisory vote on executive compensation and approved the Amended and Restated 2026 Equity Compensation Plan.
There were 46,192,457 shares of common stock entitled to vote, and 42,836,503 shares, or 92.7%, were represented in person or by proxy at the meeting.
Distribution Solutions Group reported modestly higher sales but sharply lower profit for the quarter ended March 31, 2026. Revenue rose to $495.995 million from $478.029 million, driven mainly by organic growth at TestEquity and Lawson, while Gexpro Services and Canada Branch Division were roughly flat.
Higher costs compressed margins: gross margin slipped to 32.9%, and operating income fell to $13.630 million from $20.097 million. Net income dropped to $0.382 million (basic and diluted EPS of $0.01) compared with $3.261 million ($0.07 per share) a year earlier.
Adjusted EBITDA declined to $37.833 million from $42.786 million. Cash flow from operations was negative $20.359 million, reflecting working capital investment, while the company spent $16.241 million net on the Eastern Valve acquisition and ended the quarter with $52.729 million in cash and $736.602 million of total debt.
DSG expanded in Canada by acquiring Eastern Valve & Control Specialties, adding $770 thousand of revenue and $106 thousand of net income for the partial period. A related-party group led by LKCM, which already owns about 78.7% of the stock, submitted a preliminary, non-binding proposal to acquire the remaining shares for $29.50 per share in cash, and a special committee is evaluating the offer.