[Form 4] Distribution Solutions Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Distribution Solutions Group, Inc. (DSGR) reported equity awards to CEO Barry Litwin on 08/14/2025. The filing shows a grant of 70,000 Restricted Stock Units (RSUs) with an expiration/settlement date referenced as August 14, 2028 and a vesting schedule that vests 25% on grant and 25% on each anniversary through 08/14/2028. In addition, the CEO received four stock option awards totaling 270,000 options (100,000 at $35, 70,000 at $45, 50,000 at $55, and 50,000 at $70) that were granted the same date and expire 08/14/2035, with vesting in 20% annual installments beginning 08/14/2026 through 08/14/2030, contingent on continued employment.

The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 08/18/2025. The filing reports the number of shares underlying the awards as 70,000 common stock for the RSUs and 270,000 common stock for the options following the transactions. No cashless exercises, sales, or other dispositions are reported in this Form 4.

Insights

Financial Analyst

TL;DR: CEO received significant equity-based compensation: 70,000 RSUs and 270,000 options, structured with multi-year vesting to align long-term incentives.

The awards are typical executive compensation tools intended to align management with shareholder value over time. The RSU grant vests 25% immediately and then annually over three years, providing immediate retention value plus continued incentive. The options span four strike prices from $35 to $70 and vest in 20% annual tranches over five years, implying long-dated incentive leverage through 2035. For investors, the key measurable changes are the addition of 70,000 potential shares from RSUs and 270,000 potential shares from options that could dilute existing shareholders if exercised or settled.

Corporate Governance Expert

TL;DR: Equity awards follow standard corporate governance practice: staged vesting and a mix of RSUs and options to balance retention and performance upside.

The structure—immediate partial vesting of RSUs and multi-year option vesting—promotes retention while linking upside to future share performance. Granting authority appears consistent with the company’s equity compensation plan references. The filing was executed by an attorney-in-fact, indicating proper administrative handling. Material governance considerations for stakeholders include tracking potential dilution and confirming these awards align with previously disclosed compensation policies and shareholder approvals referenced in the plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Litwin Barry

(Last) (First) (Middle)

8770 W. BRYN MAWR AVENUE

C/O LAWSON PRODUCTS, INC.

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Distribution Solutions Group, Inc. [ DSGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	TE Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	08/14/2025		A		70,000		(1)	08/14/2028	Common Stock	70,000	$0	70,000	D
Stock Options(2)	$35	08/14/2025		A		100,000		(3)	08/14/2035	Common Stock	100,000	$35	100,000	D
Stock Options(2)	$45	08/14/2025		A		70,000		(3)	08/14/2035	Common Stock	70,000	$45	70,000	D
Stock Options(2)	$55	08/14/2025		A		50,000		(3)	08/14/2035	Common Stock	50,000	$55	50,000	D
Stock Options(2)	$70	08/14/2025		A		50,000		(3)	08/14/2035	Common Stock	50,000	$70	50,000	D

Explanation of Responses:

1. 25% of the Restricted Stock Units vest on the date of grant and an additional 25% vest on each anniversary date of the date of grant as follows: August 14, 2026, August 14, 2027, and August 14, 2028. The Expiration Date is August 14, 2028.

2. Represents the right to purchase one share of Common Stock in exchange for the exercise price at the date the reporting person exercises the right.

3. Stock options granted pursuant to Distribution Solutions Group, Inc. Equity Compensation Plan, as amended and restated effective October 17, 2022 (as amended on November 10, 2022). The stock options vest and become exercisable in 20% installments on August 14, 2026, August 14, 2027, August 14, 2028, August 14, 2029 and August 14, 2030, respectively, subject to the Reporting Person's continued employment by the Company through each respective date.

Remarks:

	/s/ Richard D. Pufpaf, Attorney-in-Fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did DSGR grant to CEO Barry Litwin on 08/14/2025?

The CEO was granted 70,000 Restricted Stock Units (RSUs) and 270,000 stock options across four tranches (100,000 at $35; 70,000 at $45; 50,000 at $55; 50,000 at $70).

How do the RSUs vest for the DSGR grant to Barry Litwin?

The RSUs vest 25% on the grant date and 25% on each anniversary through August 14, 2028.

What are the vesting and expiration terms for the DSGR stock options?

The options vest in 20% annual installments on each anniversary from 08/14/2026 through 08/14/2030 and have an expiration date of August 14, 2035.

Does the Form 4 report any sales or exercises by the reporting person?

No. The Form 4 shows only awards granted (RSUs and options) and does not report any sales or option exercises.

Who filed and signed the Form 4 for these transactions?

The Form 4 was signed on behalf of the reporting person by Richard D. Pufpaf, Attorney-in-Fact on 08/18/2025.