Every 8-K that Distribution Solutions Group, Inc. (DSGR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DSGR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DSGR filings page.
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) 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 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. 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.
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 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.
Distribution Solutions Group, Inc. reported 2025 revenue of $1.98 billion, up 9.8%, driven by acquisitions and 3.6% organic average daily sales growth. Operating income rose to $78.3 million, while net income improved to $8.3 million from a $7.3 million loss, and operating cash flow reached $83.8 million.
Full-year non-GAAP adjusted EBITDA was $175.2 million, essentially flat with 2024 and equal to 8.9% of revenue, reflecting margin pressure from mix, end‑market softness and investments. In Q4, revenue was $481.6 million with a net loss of $6.4 million; non‑GAAP adjusted diluted EPS fell to $0.18 from $0.42.
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.
Distribution Solutions Group (DSGR) filed an 8-K noting it issued a press release announcing third quarter 2025 results. The company furnished the release as Exhibit 99.1 and referenced it under Item 2.02, “Results of Operations and Financial Condition.” The filing is administrative in nature and directs readers to the attached press release for details.