STOCK TITAN

Profit slips as Distribution Solutions Group (NASDAQ: DSGR) grows sales

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Distribution Solutions Group reported mixed first quarter 2026 results. Revenue rose 3.8% to $496.0 million, driven mainly by 3.6% organic growth and a partial-quarter contribution of $0.8 million from the Eastern Valve acquisition. Gross margin slipped from 34.3% to 32.9% on sales mix and higher tariffs.

Operating income declined to $13.6 million from $20.1 million, while net income dropped to $0.4 million from $3.3 million. Non-GAAP adjusted EBITDA fell to $37.8 million, or 7.6% of sales, versus $42.8 million and 9.0% a year earlier. Non-GAAP adjusted diluted EPS was $0.24, down from $0.31, though up from $0.18 in the prior quarter.

Cash used in operations was $20.4 million, and net capital expenditures were $5.6 million. The company ended the quarter with total liquidity of $415.2 million, including $65.0 million of cash and $350.2 million available under its credit facility, and reported net debt leverage of 3.8x.

Positive

  • None.

Negative

  • Profitability and cash flow weakened: Operating income fell 32%, net income dropped to $0.4M, adjusted EBITDA margin declined 140bps year over year, and operating cash flow was a negative $20.4M while net debt leverage stood at 3.8x.

Insights

Sales grew modestly but margins, earnings and cash flow weakened.

Distribution Solutions Group posted Q1 2026 revenue of $496.0M, up 3.8% year over year, with 3.6% organic growth and support from the Eastern Valve acquisition. However, gross margin compressed to 32.9% as mix and tariffs weighed on profitability.

Operating income fell to $13.6M from $20.1M, and non-GAAP adjusted EBITDA declined to $37.8M, or 7.6% of sales versus 9.0% a year earlier. Non-GAAP adjusted diluted EPS of $0.24 was below the prior-year $0.31 but improved sequentially from $0.18 in Q4 2025.

Cash from operations was negative at $(20.4M), and net capex of $5.6M plus $16.2M for acquisitions meant total cash outflows from operations and investing. Liquidity remains solid at $415.2M, but net debt leverage of 3.8x leaves limited room if earnings pressure persists.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue $495.995M Three months ended March 31, 2026; up 3.8% year over year
Net income $0.382M Q1 2026 net income vs $3.261M in Q1 2025
Adjusted EBITDA $37.833M Q1 2026, 7.6% of revenue vs 9.0% a year earlier
Adjusted diluted EPS $0.24 Non-GAAP Q1 2026 vs $0.31 in Q1 2025 and $0.18 in Q4 2025
Operating cash flow $(20.4M) Cash used in operations during Q1 2026
Total liquidity $415.2M Quarter-end 2026, includes $65.0M cash and $350.2M credit availability
Net debt leverage 3.8x Leverage ratio at quarter end Q1 2026
Gross margin 32.9% Q1 2026 gross profit as a percent of revenue, down from 34.3%
Adjusted EBITDA financial
"Adjusted EBITDA was $37.8 million, or 7.6% of sales, compared to $42.8 million, or 9.0% of sales"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP adjusted diluted earnings per share financial
"Non-GAAP adjusted diluted earnings per share was $0.24 compared to $0.31 for the same period a year ago"
Non-GAAP adjusted diluted earnings per share is a per-share profit measure that companies calculate by removing certain one-time or unusual items from net income and then dividing by the number of shares after accounting for potential dilution from options or convertibles. It aims to show the company’s underlying recurring earnings much like looking at a car’s regular fuel efficiency after excluding a rare towing trip; investors use it to compare operating performance across periods or firms, though adjustments can vary.
Inventory fair value step-up financial
"Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed"
net debt leverage financial
"The Company ended the quarter with total liquidity of $415.2 million ... with net debt leverage of 3.8x."
Net debt leverage measures how many years it would take a company to pay off its debt using its normal operating earnings after subtracting cash on hand; mathematically it's the company’s total debt minus cash divided by its annual operating cash profit. Think of it like comparing a household’s mortgage balance (after savings) to its yearly take-home pay — higher numbers mean more financial strain and greater risk to investors, while lower numbers suggest more capacity to weather trouble or borrow for growth.
Section 163(j) financial
"impact to the deferred tax asset valuation allowance from interest expense limitations under Section 163(j)"
earnout liabilities financial
"Change in fair value of earnout liabilities"
Payments a buyer has promised to make to the seller of a business only if future milestones or financial targets are met; they are recorded as liabilities because the buyer may owe cash later. Think of it like a conditional bonus or installment that depends on the purchased business performing as expected. Investors watch these closely because they create uncertainty about future cash outflows and can change the effective price and risk of an acquisition.
Revenue $495.995M +3.8% YoY
Net income $0.382M -88.3% YoY
Adjusted EBITDA $37.833M -11.6% YoY
Adjusted diluted EPS $0.24 down from $0.31 YoY; up from $0.18 QoQ
0000703604FALSE00007036042026-04-302026-04-30

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):April 30, 2026
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,Texas76102
(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 classTrading SymbolName of each exchange on which registered
Common stock, $1.00 par valueDSGR
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 2.02 Results of Operations and Financial Condition.

On April 30, 2026, Distribution Solutions Group, Inc. issued a press release announcing its first quarter 2026 results. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued on April 30, 2026








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:
April 30, 2026
By: /s/ Ronald J. Knutson
Name: Ronald J. Knutson
Title: Executive Vice President, Chief Financial Officer and Treasurer






EXHIBIT INDEX

Exhibit NumberDescription
99.1
Press Release Issued April 30, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





Distribution Solutions Group Announces
2026 First Quarter Results
Company Achieved 3.8% First Quarter Revenue Growth

FORT WORTH, TEXAS, April 30, 2026 - Distribution Solutions Group, Inc. (NASDAQ:DSGR) ("DSG" or the "Company"), a premier specialty distribution company, today announced consolidated results for the first quarter ended March 31, 2026. This press release is supplemented by an earnings presentation at https://investor.distributionsolutionsgroup.com/news/events.

The following represents a summary of certain operating results (unaudited). See the reconciliations of GAAP to non-GAAP measures in Tables 2, 3 and 4.
Three Months Ended
March 31,December 31,
(Dollars in thousands)20262025% Change2025% Change
Revenue$495,995 $478,029 3.8 %$481,599 3.0 %
Operating income$13,630 $20,097 (32.2)%$7,721 76.5 %
Non-GAAP adjusted operating income$29,113 $34,392 (15.3)%$26,517 9.8 %
Net income (loss)
$382 $3,260 (88.3)%$(6,371)106.0 %
Non-GAAP adjusted EBITDA$37,833 $42,786 (11.6)%$35,437 6.8 %
Operating income (loss) as a percent of revenue2.7%4.2%-150bps1.6%110bps
Adjusted EBITDA as a percent of revenue7.6%9.0%-140bps7.4%20bps

Distribution Solutions Group delivered improved revenue and sequential profitability growth in the first quarter. Revenue increased 3.8% year-over-year to $496.0 million, driven by organic sales growth of 3.6% with daily sales improvement across all of the verticals. The first quarter acquisition of Eastern Valve contributed $0.8 million for the partial quarter.

As signaled earlier, the first quarter was going to be under some margin pressures. Profitability improved sequentially on higher sales with positive momentum exiting the fourth quarter. Adjusted EBITDA margin as a percentage of sales was 7.6%, a sequential improvement of 20bps, while a sequential improvement in operating income to $13.6 million drove adjusted earnings per share by 6 cents to $0.24. The Company estimates that certain timing and isolated expenses, as well as fewer selling days in the quarter, negatively impacted adjusted EBITDA as a percent of revenues by approximately 70bps for the quarter. Excluding these items, adjusted EBITDA would have been 8.3% for the quarter.

Total available liquidity was $415 million at quarter end. During the quarter, DSG closed on the acquisition of Eastern Valve & Control Specialties Ltd., a provider of industrial valve products and related services supporting customers across Atlantic Canada. Eastern Valve was acquired to scale and expand DSG’s operating footprint in the Canadian market.

2026 First Quarter Summary(1)

Revenue increased $18.0 million or 3.8% to $496.0 million, primarily driven by organic sales growth of 3.6% and $0.8 million of incremental revenue from the acquisition closed in the first quarter of 2026. Sequentially, organic sales grew 2.8% with organic average daily sales growing 3.7% over the fourth quarter of 2025. Gross margin decreased from 34.3% to 32.9% primarily due to customer and vertical sales mix shifts and higher tariff rates on inbound shipments partially offset by pricing benefits realized.
Operating income was $13.6 million, net of $11.0 million of non-cash acquired intangible amortization and $4.5 million of non-recurring severance and acquisition-related retention costs,
1


stock-based compensation, acquisition-related costs and other non-recurring items. This compares to an operating income of $20.1 million in the prior year quarter which is net of $11.6 million of intangible amortization and $2.7 million of non-recurring items. Adjusted operating income, excluding these non-cash and non-recurring items, was $29.1 million in the current quarter compared to $34.4 million in the year-ago quarter and $26.5 million in the fourth quarter of 2025.
Net income was $0.4 million for the quarter compared to net income of $3.3 million in the year-ago quarter.
Adjusted EBITDA was $37.8 million, or 7.6% of sales, compared to $42.8 million, or 9.0% of sales in the prior year quarter and $35.4 million or 7.4% of sales in the fourth quarter of 2025.
Diluted net earnings per share was $0.01 for the quarter compared to diluted net earnings per share of $0.07 in the year-ago quarter. Non-GAAP adjusted diluted earnings per share was $0.24 compared to $0.31 for the same period a year ago and $0.18 for the fourth quarter of 2025.
Cash used in operations was $20.4 million for the quarter. Uses of cash for the quarter included net capital expenditures of $5.6 million.
The Company ended the quarter with total liquidity of $415.2 million, consisting of $65.0 million of cash (restricted and unrestricted) and $350.2 million available under its credit facility with net debt leverage of 3.8x.
Completed the acquisition of Eastern Valve & Control Specialties Ltd., a provider of industrial valve products and related services supporting customers across Atlantic Canada.
(1) See reconciliation of GAAP to non-GAAP measures in tables 2, 3 and 4.

About Distribution Solutions Group, Inc.

Distribution Solutions Group ("DSG") is a premier multi-platform specialty distribution company providing high touch, value-added distribution solutions to the maintenance, repair & operations (MRO), the original equipment manufacturer (OEM) and the industrial technologies markets. DSG was formed through the strategic combination of Lawson Products, a leader in MRO distribution of C-parts, Gexpro Services, a leading global supply chain services provider to manufacturing customers, and TestEquity, a leader in electronic test & measurement solutions.

Through its collective businesses, DSG is dedicated to helping customers lower their total cost of operation by increasing productivity and efficiency with the right products, expert technical support and fast, reliable delivery to be a one-stop solution provider. DSG serves approximately 220,000 customers in several diverse end markets supported by approximately 4,300 dedicated employees and strong vendor partnerships. DSG ships from strategically located distribution and service centers to customers in North America, Europe, Asia, South America and the Middle East.

For more information on Distribution Solutions Group, please visit www.distributionsolutionsgroup.com.

This release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the "safe-harbor" provisions under the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. The Terms "aim," "anticipate," "believe," "contemplates," "continues," "could," "ensure," "estimate," "expect," "forecasts," "if," "intend," "likely," "may," "might," "objective," "outlook," "plan," "positioned," "potential," "predict," "probable," "project," "shall," "should," "strategy," "will," "would," and variations of them and other words and terms of similar meaning and expression (and the negatives of such words and terms) are intended to identify forward-looking statements.

2


Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks, uncertainties and assumptions, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. DSG can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and DSG cautions readers not to place undue reliance on such statements. DSG undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise. Each forward-looking statement speaks only as of the date on which such statement is made, and DSG undertakes no obligation to update any such statement to reflect events or circumstances arising after such date. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Factors that could cause or contribute to such differences or that might otherwise impact DSG's business, financial condition and results of operations include the risks that DSG may encounter difficulties integrating the business of DSG with the business of other companies that DSG has combined with or may otherwise combine with and that certain assumptions with respect to such business or transactions could prove to be inaccurate. Certain risks associated with DSG's business are also discussed from time to time in the reports DSG files with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K or other reports the Company may file from time to time with the Securities and Exchange Commission, which should be reviewed carefully.

-TABLES FOLLOW-
3


Distribution Solutions Group, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share data)
(Unaudited)

March 31,
2026
December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents$52,729 $61,753 
Restricted cash12,268 13,573 
Accounts receivable, less allowances306,700 271,331 
Inventories373,512 353,374 
Prepaid expenses and other current assets45,699 46,893 
Total current assets790,908 746,924 
Property, plant and equipment, net126,792 126,605 
Rental equipment, net39,230 38,956 
Goodwill474,529 467,905 
Deferred tax asset, net
2,205 1,196 
Customer relationships intangibles, net138,569 143,503 
Trade names and other intangibles, net79,542 82,552 
Cash value of life insurance21,424 21,567 
Right of use operating lease assets108,938 111,117 
Other assets7,867 8,296 
Total assets$1,790,004 $1,748,621 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$167,929 $151,234 
Current portion of long-term debt35,422 35,470 
Current portion of lease liabilities20,913 20,624 
Accrued expenses and other current liabilities76,830 84,137 
Total current liabilities301,094 291,465 
Long-term debt, less current portion, net696,668 664,196 
Lease liabilities96,412 98,821 
Deferred tax liability, net
22,506 20,147 
Other liabilities25,217 24,645 
Total liabilities
1,141,897 1,099,274 
Stockholders' equity:
Preferred stock, $1 par value:
Authorized - 500,000 shares, issued and outstanding — None— — 
Common stock, $1 par value:
Authorized - 70,000,000 shares
Issued - 47,876,937 and 47,860,312 shares, respectively
Outstanding - 46,192,457 and 46,180,700 shares, respectively
46,192 46,180 
Capital in excess of par value688,619 686,183 
Retained deficit(33,312)(33,694)
Treasury stock – 1,684,480 and 1,679,612 shares, respectively
(44,063)(43,998)
Accumulated other comprehensive income (loss)(9,329)(5,324)
Total stockholders' equity648,107 649,347 
Total liabilities and stockholders' equity$1,790,004 $1,748,621 

4


Distribution Solutions Group, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)

Three Months Ended
March 31,
 20262025
Revenue$495,995 $478,029 
Cost of goods sold332,656 314,049 
Gross profit163,339 163,980 
Selling, general and administrative expenses149,709 143,883 
Operating income (loss)13,630 20,097 
Interest expense(12,171)(14,215)
Change in fair value of earnout liabilities— (1,000)
Other income (expense), net(702)632 
Income (loss) before income taxes757 5,514 
Income tax expense (benefit)375 2,253 
Net income (loss)$382 $3,261 
Basic income (loss) per share of common stock$0.01 $0.07 
Diluted income (loss) per share of common stock$0.01 $0.07 
Basic weighted average shares outstanding46,190,59846,601,426
Diluted weighted average shares outstanding47,030,28047,400,378








5


Distribution Solutions Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Three Months Ended March 31,
 20262025
Operating activities
Net income (loss)$382 $3,261 
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization19,724 19,979 
Amortization of debt issuance costs439 902 
Stock-based compensation2,424 974 
Deferred income taxes(31)476 
Change in fair value of earnout liabilities— 1,000 
(Gain) loss on sale of rental equipment(1,438)(1,026)
(Gain) loss on sale of property, plant and equipment80 (15)
Charge for step-up of acquired inventory24 — 
Net realizable value adjustment and write-offs for obsolete and excess inventory1,135 1,779 
Bad debt expense1,007 437 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(32,943)(29,587)
Inventories(21,251)(1,822)
Prepaid expenses and other current assets102 (4,965)
Accounts payable16,295 7,735 
Accrued expenses and other current liabilities(5,926)(2,957)
Other changes in operating assets and liabilities(382)(933)
Net cash provided by (used in) operating activities(20,359)(4,762)
Investing activities
Purchases of property, plant and equipment(3,364)(5,646)
Proceeds from sale of property, plant and equipment— 990 
Business acquisitions, net of cash acquired(16,241)— 
Purchases of rental equipment(5,548)(2,861)
Proceeds from sale of rental equipment3,329 2,464 
Net cash provided by (used in) investing activities(21,824)(5,053)
Financing activities
Proceeds from revolving lines of credit139,496 93,502 
Payments on revolving lines of credit(98,474)(65,334)
Payments on term loans(8,750)(10,063)
Repurchase of common stock(11,203)
Shares repurchased held in treasury(70)— 
Stock option exercises— 877 
Payment of financing lease principal(159)(146)
Net cash provided by (used in) financing activities32,046 7,633 
Effect of exchange rate changes on cash and cash equivalents(192)493 
Increase (decrease) in cash, cash equivalents and restricted cash(10,329)(1,689)
Cash, cash equivalents and restricted cash at beginning of period75,326 81,726 
Cash, cash equivalents and restricted cash at end of period$64,997 $80,037 
Cash and cash equivalents$52,729 $65,442 
Restricted cash12,268 14,595 
Total cash, cash equivalents and restricted cash$64,997 $80,037 
6


Distribution Solutions Group, Inc.
Table 1 - Selected Segment Financial Data
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
20262025
Revenue:
Lawson Products$123,736 $120,462 
Canada Branch Division51,022 50,543 
Gexpro Services117,648 118,905 
TestEquity204,176 188,773 
Intersegment revenue elimination(587)(654)
Total$495,995 $478,029 
Operating income (loss):
Lawson Products$3,056 $6,316 
Canada Branch Division386 651 
Gexpro Services8,401 11,241 
TestEquity4,047 4,130 
All Other(2,260)(2,241)
Total$13,630 $20,097 

7


DISTRIBUTION SOLUTIONS GROUP, INC.
SEC REGULATION G GAAP RECONCILIATIONS
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, the Company's management believes that certain non-GAAP financial measures may provide users of this financial information with additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflections of underlying trends of the business because they provide a comparison of historical information that excludes certain non-operational or non-cash items that impact the overall comparability. See Tables below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three months ended March 31, 2026 and 2025 and the three months ended December 31, 2025. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.

Distribution Solutions Group, Inc.
Table 2 - Reconciliation of GAAP Net Income (Loss) and GAAP Operating Income (Loss) to
Non-GAAP Adjusted EBITDA
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,December 31,
202620252025
Net income (loss)$382 $3,261 $(6,371)
Income tax expense (benefit)375 2,253 25 
Other income (expense), net702 (632)1,123 
Change in fair value of earnout liabilities— 1,000 — 
Interest expense12,171 14,215 12,944 
Operating income (loss)13,630 20,097 7,721 
Depreciation and amortization19,724 19,979 20,520 
Stock-based compensation(1)
2,424 974 2,048 
Severance and acquisition related retention expenses(2)
1,141 1,628 1,403 
Acquisition related costs(3)
753 108 178 
Inventory step-up(4)
24 — — 
Other non-recurring(5)
137 — 3,567 
Non-GAAP adjusted EBITDA$37,833 $42,786 $35,437 
Operating income (loss) as a percent of revenue2.7%4.2%1.6%
Adjusted EBITDA as a percent of revenue7.6%9.0%7.4%
(1)Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company's stock price.
(2)Includes severance expense for actions taken not related to a formal restructuring plan and acquisition related retention expenses.
(3)Transaction and integration costs related to acquisitions.
(4)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.
(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.



8


Distribution Solutions Group, Inc.
Table 3 - Reconciliation of GAAP Net Income (Loss) and GAAP Diluted EPS to
Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted EPS
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended
March 31, 2026March 31, 2025December 31, 2025
Amount
Diluted EPS(2)
Amount
Diluted EPS(2)
Amount
Diluted EPS(2)
Net income (loss)$382 $0.01 $3,261 $0.07 $(6,371)$(0.14)
Pretax adjustments:
Stock-based compensation2,424 0.05 974 0.02 2,048 0.04 
Acquisition related costs753 0.02 108 — 178 — 
Amortization of intangible assets11,004 0.23 11,585 0.24 11,600 0.25 
Severance and acquisition related retention expenses1,141 0.02 1,628 0.03 1,403 0.03 
Change in fair value of earnout liabilities— — 1,000 0.02 — — 
Inventory step-up24 — — — — — 
Other non-recurring137 — — — 3,567 0.08 
Total pretax adjustments15,483 0.32 15,295 0.31 18,796 0.40 
Tax effect on adjustments(1)/(3)
(4,423)(0.09)(4,044)(0.07)(5,020)(0.10)
Deferred tax asset valuation allowance(3)/(4)
47 — 190 — 1,085 0.02 
Non-GAAP adjusted net income$11,489 $0.24 $14,702 $0.31 $8,490 $0.18 

(1)The adjustment to the income tax expense (benefit) is determined by excluding the non-GAAP adjustments by jurisdiction.
(2)Pretax adjustments to diluted EPS calculated on 47.030 million, 47.400 million and 46.199 million diluted shares for the first quarter of 2026 and 2025, and the fourth quarter of 2025, respectively.
(3)The quarter-to-date amounts are derived from the current period year-to-date amount less the previous quarter year-to-date amount.
(4)The estimated impact to the deferred tax asset valuation allowance from interest expense limitations under Section 163(j) determined by including the non-GAAP adjustments by jurisdiction.

9


Distribution Solutions Group, Inc.
Table 4 - Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Adjusted Operating Income
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,December 31,
202620252025
Operating income (loss)$13,630 $20,097 $7,721 
Gross profit adjustments:
Inventory step-up(1)
24 — — 
Total gross profit adjustments24 — — 
Selling, general and administrative expenses adjustments:
Acquisition related costs(2)
753 108 178 
Amortization of intangible assets
11,004 11,585 11,600 
Stock-based compensation(3)
2,424 974 2,048 
Severance and acquisition related retention expenses(4)
1,141 1,628 1,403 
Other non-recurring(5)
137 — 3,567 
Total selling, general and administrative adjustments15,459 14,295 18,796 
Total adjustments15,483 14,295 18,796 
Non-GAAP adjusted operating income$29,113 $34,392 $26,517 

(1)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.
(2)Transaction and integration costs related to acquisitions.
(3)Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company's stock price.
(4)Includes severance expense for actions taken not related to a formal restructuring plan and acquisition related retention expenses.
(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.


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Distribution Solutions Group, Inc.
Table 5 - Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Adjusted EBITDA
Q1 2026 and Q1 2025
(Dollars in thousands)
(Unaudited)
Lawson ProductsGexpro ServicesTestEquityCanada Branch Division All OtherEliminationsConsolidated DSG
Quarter EndedQ1 2026Q1 2025Q1 2026Q1 2025Q1 2026Q1 2025Q1 2026Q1 2025Q1 2026Q1 2025Q1 2026Q1 2025Q1 2026Q1 2025
Revenue from external customers$123,689 $120,440 $117,543 $118,593 $203,764 $188,456 $50,999 $50,540 $— $— $— $— $495,995 $478,029 
Intersegment revenue47 22 105 312 412 317 23 — — (587)(654)— — 
Revenue$123,736 $120,462 $117,648 $118,905 $204,176 $188,773 $51,022 $50,543 $— $— $(587)$(654)$495,995 $478,029 
Operating income (loss)
$3,056 $6,316 $8,401 $11,241 $4,047 $4,130 $386 $651 $(2,260)$(2,241)$13,630 $20,097 
Depreciation and amortization6,714 6,552 3,129 3,453 8,280 8,128 1,601 1,846 — — 19,724 19,979 
Adjustments:
Acquisition related costs(1)24 102 36 265 50 (293)643 — — 34 753 108 
Stock-based compensation(2)938 523 365 — 688 168 — — 433 283 2,424 974 
Severance and acquisition related retention expenses(3)745 814 96 16 181 678 119 119 — 1,141 1,628 
Inventory step-up(4)— — — — — — 24 — — — 24 — 
Other non-recurring(5)92 — — — — — 45 — — — 137 — 
Non-GAAP adjusted EBITDA
$11,569 $14,307 $12,027 $14,975 $13,246 $12,811 $2,818 $2,616 $(1,827)$(1,923)$37,833 $42,786 
Operating income (loss) as a percent of revenue
2.5%5.2%7.1%9.5%2.0%2.2%0.8%1.3%N/MN/M2.7%4.2%
Adjusted EBITDA as a percent of revenue
9.3%11.9%10.2%12.6%6.5%6.8%5.5%5.2%N/MN/M7.6%9.0%

(1)Transaction and integration costs related to acquisitions.
(2)Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company's stock price.
(3)Includes severance expense from actions taken not related to a formal restructuring plan and acquisition related retention expenses.
(4)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.
(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.
N/M - Not meaningful

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Contact

Company:
Distribution Solutions Group, Inc.
Ronald J. Knutson
Executive Vice President, Chief Financial Officer and Treasurer
1-888-611-9888

Investor Relations:
Three Part Advisors, LLC
Steven Hooser / Sandy Martin
214-872-2710 / 214-616-2207
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FAQ

How did Distribution Solutions Group (DSGR) perform in Q1 2026?

Distribution Solutions Group grew Q1 2026 revenue 3.8% to $496.0 million, mainly from 3.6% organic growth and a small acquisition. However, net income declined to $0.4 million from $3.3 million and adjusted EBITDA fell to $37.8 million, or 7.6% of sales.

What happened to DSGR’s profitability and margins in the quarter?

Profitability softened as operating income decreased to $13.6 million from $20.1 million and net income fell sharply. Gross margin declined from 34.3% to 32.9%, and adjusted EBITDA margin dropped from 9.0% to 7.6%, reflecting mix shifts and higher tariffs.

What were Distribution Solutions Group’s Q1 2026 earnings per share?

For Q1 2026, diluted earnings per share were $0.01, down from $0.07 a year earlier. Non-GAAP adjusted diluted EPS was $0.24, compared with $0.31 in the prior-year quarter and $0.18 in the fourth quarter of 2025, showing sequential improvement.

How strong is DSGR’s liquidity and balance sheet after Q1 2026?

Distribution Solutions Group ended Q1 2026 with total liquidity of $415.2 million, including $65.0 million of cash and $350.2 million available on its credit facility. The company reported net debt leverage of 3.8x, indicating meaningful but manageable leverage alongside solid available liquidity.

What acquisition did Distribution Solutions Group complete in Q1 2026?

During Q1 2026, Distribution Solutions Group acquired Eastern Valve & Control Specialties Ltd., an industrial valve products and services provider in Atlantic Canada. Eastern Valve contributed about $0.8 million of revenue in the partial quarter and is intended to expand DSG’s Canadian footprint.

How did cash flow from operations look for DSGR in Q1 2026?

Cash flow from operations was negative, with $20.4 million used in operating activities during Q1 2026. The company also spent $5.6 million on net capital expenditures and $16.2 million on acquisitions, contributing to an overall decline in cash and restricted cash balances.

How did DSGR’s major segments perform in Q1 2026?

In Q1 2026, Lawson Products, TestEquity and the Canada Branch Division each grew revenue year over year, while Gexpro Services declined modestly. Segment operating margins varied, with Lawson Products and Gexpro Services experiencing lower margins compared with Q1 2025, and TestEquity roughly stable.

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