DSGR Form 4: EVP Knutson exchanges 17,484 rights for cash at $20.91 each

Rhea-AI Filing Summary

Distribution Solutions Group, Inc. (DSGR) reported an insider transaction by EVP, CFO & Treasurer Ronald J. Knutson. On 08/22/2025 Mr. Knutson exchanged 17,484 Stock Performance Rights that referenced common stock at an exercise price of $12.35. The Reporting Person received a cash payment equal to the market price at exchange ($33.26) minus the exercise price, i.e., $20.91 per right. The filing shows 0 derivative securities benefically owned following the reported transaction, indicating the exchanged performance rights were fully cashed out. The form was signed by an attorney-in-fact on 08/25/2025.

Positive

• Full settlement of performance awards provides clear disclosure of insider liquidity and eliminates derivative exposure
• Cash realization of value at $20.91 per right (market $33.26 less $12.35 exercise) creates immediate, quantifiable proceeds

Negative

• Elimination of performance rights removes potential future equity upside tied to those awards

Insights

Securities Analyst

TL;DR Insider exchanged performance rights for cash, eliminating remaining derivative holdings and realizing roughly $365,000.

Details in the filing show Ronald J. Knutson exchanged 17,484 stock performance rights at an embedded spread of $20.91 each ($33.26 market less $12.35 exercise). That implies gross cash proceeds of approximately $365,505 (17,484 x $20.91) before taxes or withholding. The transaction reduced the reporter's derivative holdings to zero, a routine executive liquidity event rather than an open-market sale of common shares. The filing is a standard Section 16 disclosure, signed by an attorney-in-fact on 08/25/2025.

Corporate Governance Specialist

TL;DR Transaction is a contractual exchange of performance-based awards for cash; no new shares issued or sold in market.

The form identifies the instrument as Stock Performance Rights with a stated exercise price of $12.35 and shows the rights were exchanged for cash equal to the difference between the current share price ($33.26) and the exercise price. Post-transaction derivative ownership is reported as 0, indicating completion of the award settlement. The disclosure follows required Section 16 timing and was attested via attorney-in-fact signature.

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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hours per response:			0.5

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^*

Knutson Ronald J

(Last) (First) (Middle)

8770 WEST BRYN MAWR AVENUE, SUITE 900

C/O DISTRIBUTION SOLUTIONS GROUP

(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)
	EVP CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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
Stock Performance Rights	$12.35(1)	08/22/2025		M			17,484	12/30/2020	12/31/2025	Common Stock	17,484	$12.35	0	D

Explanation of Responses:

1. Each Stock Performance Right was exchanged for cash in the amount of the current price of the Company's common stock less the exercise price ($33.26-$12.35).

Remarks:

	/s/ Richard D. Pufpaf, Attorney-in-Fact	08/25/2025
	** 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 did Ronald J. Knutson report on Form 4 for DSGR?

He reported the exchange of 17,484 Stock Performance Rights for cash on 08/22/2025, with 0 derivative securities owned afterward.

How was the cash payment calculated for the exchanged performance rights?

The filing states cash equaled the companys current common share price ($33.26) minus the exercise price ($12.35), i.e., $20.91 per right.

What are the implied gross proceeds from the exchange?

The implied gross proceeds equal 17,484 × $20.91 ≈ $365,505, before taxes or withholding, as derived from figures disclosed in the filing.

Did the Form 4 report any open-market sale of common stock?

No; the filing documents a contractual cash settlement of performance rights, not an open-market sale of common shares.

When was the Form 4 signed and by whom?

The form was signed by an attorney-in-fact, /s/ Richard D. Pufpaf, on 08/25/2025.