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 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.