[8-K] Distribution Solutions Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Distribution Solutions Group, Inc. increased its share repurchase authorization to $67.5 million, adding an extra $30 million to its existing buyback program for common stock. The company reports that approximately $32.9 million remains available for repurchases under the current Board-authorized plan. Purchases may be made at management’s discretion in open market or privately negotiated transactions and by other methods allowed under securities laws. The program has no set expiration date and may be changed, suspended, or discontinued by the Board at any time.

Insights

Corporate Finance Analyst

DSGR expanded its buyback authorization to $67.5M, leaving $32.9M available.

Distribution Solutions Group has raised its common stock repurchase capacity by $30 million, bringing the total authorization to $67.5 million. This indicates Board support for returning capital via share repurchases alongside other potential uses of cash. The remaining authorized capacity of about $32.9 million provides room for future transactions under this plan.

The program allows repurchases in open market and privately negotiated deals, which gives management flexibility in how it executes transactions. Activity will depend on market conditions and internal capital priorities, since the Board can change, suspend, or discontinue the program and there is no specified expiration date in the disclosure.

While the expanded authorization is notable in size, its actual effect on share count and per-share metrics will depend on the pace and pricing of any future repurchases disclosed in subsequent company reports.

0000703604FALSE00007036042025-11-172025-11-17

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): November 17, 2025

DISTRIBUTION SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-10546

36-2229304

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

301 Commerce Street,

Suite 1700,

Fort Worth,

Texas

76102

(Address of principal executive offices)

(Zip Code)

(Registrant's telephone number, including area code)

(888)

611-9888

Not Applicable

(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

Name of each exchange on which registered

Common stock, $1.00 par value

DSGR

The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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 7.01 Regulation FD Disclosure.

On November 17, 2025, Distribution Solutions Group, Inc. (the "Company") issued a press release announcing that the Board of Directors of the Company (the "Board") authorized an increase (the "Additional Authorization") to its existing share repurchase program pursuant to which the Company may purchase up to an additional $30 million in shares of the Company's outstanding common stock, par value $1.00 per share ("Common Stock"). As a result of the Additional Authorization, the aggregate authorization under the Company's repurchase program increased from $37.5 million previously authorized in shares of Common Stock to $67.5 million in shares of Common Stock. Including the Additional Authorization, there is approximately $32.9 million remaining under the current Board authorized share repurchase plan. Under the repurchase program, repurchases of Common Stock will be made in accordance with applicable securities laws and may be made at management's discretion within parameters set by the Board from time to time in open market transactions, privately negotiated transactions or by other methods. The stock repurchase program may be changed, suspended or discontinued by the Board at any time and does not have a specified expiration date. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued on November 17, 2025

SIGNATURES

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

    

									DISTRIBUTION SOLUTIONS GROUP, INC.
									(Registrant)
Date:			November 17, 2025						By: /s/ Ronald J. Knutson
									Name: Ronald J. Knutson
									Title: Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number						Description
99.1						Press Release Issued November 17, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

What did DSGR announce in its latest 8-K filing about share repurchases?

Distribution Solutions Group, Inc. announced that its Board authorized an increase to the existing share repurchase program, bringing total authorization for common stock repurchases to $67.5 million.

How much additional share repurchase authorization did DSGR approve?

The Board approved an additional $30 million in share repurchase authorization for Distribution Solutions Group, Inc.’s common stock.

How much capacity remains under DSGR’s current share repurchase program?

After the increase, there is approximately $32.9 million remaining under Distribution Solutions Group, Inc.’s current Board-authorized common stock repurchase plan.

What is the total size of DSGR’s share repurchase authorization?

The aggregate authorization under Distribution Solutions Group, Inc.’s share repurchase program increased from $37.5 million to $67.5 million in common stock.

How can DSGR execute share repurchases under the program?

Repurchases of DSGR common stock may be made at management’s discretion, within Board-set parameters, in open market transactions, privately negotiated transactions, or by other methods permitted under applicable securities laws.

Does DSGR’s share repurchase program have an expiration date or can it be changed?

The share repurchase program has no specified expiration date, and the Board may change, suspend, or discontinue it at any time.