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

Rhea-AI Filing Summary

Distribution Solutions Group, Inc. (DSGR) reporting person Richard D. Pufpaf exchanged 5,352 Stock Performance Rights on 09/15/2025 for cash. The form states the cash payment equaled the company common stock price less the exercise price ($31.45 - $12.35), i.e., $19.10 per right. The Stock Performance Rights had an exercise price of $12.35 and underlying common stock with an original grant/exercise window referenced from 12/31/2020 to 12/31/2025. After the reported transaction, the filing shows 0 derivative securities of this class beneficially owned by the reporting person.

Positive

• Transaction fully disclosed under Section 16 with explicit price components ($31.45 and $12.35)
• Cash settlement amount documented as the difference between market price and exercise price ($19.10 per right)
• Reporting person reduced derivative holdings to zero, removing potential future exercise-related dilution from these rights

Negative

• Officer disposed of 5,352 performance rights, which may be viewed by some investors as a reduction in insider-held equity-linked incentives
• No information on total cash received aggregated is provided explicitly in the form (only per-right calculation is shown)

Insights

Securities Analyst

TL;DR: Reporting person cashed out 5,352 performance rights for $19.10 each, leaving no remaining rights.

The filing documents a routine Section 16 transaction where 5,352 Stock Performance Rights were exchanged for cash on 09/15/2025. The form explicitly states the cash payment reflected the common stock price less the exercise price ($31.45 - $12.35), implying a per-right cash value of $19.10. The rights referenced exercisability dates from 12/31/2020 to 12/31/2025. From an investor-monitoring perspective, this is a clear, reportable insider disposition of derivative compensation rather than open-market share trading.

Corporate Governance Expert

TL;DR: An officer converted performance-based compensation into cash; the filing shows no remaining derivative exposure.

The report, signed by an attorney-in-fact on 09/16/2025, documents the exchange of performance rights for cash consideration computed as the difference between stated stock price and exercise price. The filing indicates the reporting person is an officer (SVP and General Counsel) and now holds 0 of these derivative instruments. This is a material, reportable change in beneficial ownership of equity-linked compensation for governance transparency.

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).

1. Name and Address of Reporting Person^*

Pufpaf Richard D

(Last) (First) (Middle)

8770 W BRYN MAWR AVE. 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)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)	09/15/2025		M			5,352	12/31/2020	12/31/2025	Common Stock	5,352	$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 ($31.45-$12.35).

Remarks:

	/s/ Richard D. Pufpaf, Attorney-in-Fact	09/16/2025
	** 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 Richard D. Pufpaf report on Form 4 for DSGR?

The filing reports that Richard D. Pufpaf exchanged 5,352 Stock Performance Rights for cash on 09/15/2025 and now beneficially owns 0 of those derivative securities.

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

The form states the cash payment equaled the company common stock price less the exercise price: $31.45 - $12.35 = $19.10 per right.

What was the exercise price and exercisability period for the performance rights?

The performance rights had an exercise price of $12.35 with dates referenced from 12/31/2020 to 12/31/2025.

When was the Form 4 signed and by whom?

The Form 4 was signed by /s/ Richard D. Pufpaf, Attorney-in-Fact on 09/16/2025 as shown in the filing.

Does the Form 4 show remaining beneficial ownership of the underlying common stock?

For this reported derivative class, the filing shows 0 derivative securities beneficially owned following the transaction.