Welcome to our dedicated page for DISTRIBUTION SOLUTIONS GROUP SEC filings (Ticker: DSGR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Distribution Solutions Group, Inc. filings document regulatory disclosures for a Nasdaq-listed specialty distribution company operating across MRO, OEM and industrial technology markets. Its Form 8-K reports primarily record earnings releases, operating results, financial-condition updates and Regulation FD disclosures, including share repurchase authorization activity.
The company’s proxy materials cover annual meeting matters, board governance, executive compensation and shareholder voting items. Filing exhibits also document press releases, Inline XBRL cover data and capital-structure disclosures related to common stock, liquidity and other material events reported by the company.
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 EVP, CFO & Treasurer Ronald J. Knutson reported routine equity compensation activity. He received a grant of 4,000 shares of common stock at an indicated value of $26.82 per share. On the same date, 1,292 shares were delivered back to the company at $26.82 per share to cover taxes upon vesting of restricted stock units, as noted in the footnote. After these transactions, he directly holds 90,618 shares of common stock.
Distribution Solutions Group, Inc. is asking stockholders to elect seven directors, ratify Grant Thornton LLP as auditor, approve executive pay on an advisory basis, and adopt an amended and restated 2026 equity compensation plan.
The equity plan would authorize awards covering up to an additional 3,000,000 shares and updates change-in-control and other terms. The proxy also highlights 2025 results, including $1.98 billion of revenue, $175.2 million of adjusted EBITDA, and diluted earnings per share of $0.18.
Distribution Solutions Group, Inc. is soliciting proxies for its virtual Annual Meeting on May 14, 2026. The Board asks stockholders to elect seven directors, ratify Grant Thornton LLP as auditor, approve a say-on-pay advisory vote, and approve an Amended and Restated 2026 Equity Compensation Plan.
The company reports $1.98 billion in 2025 revenue (growth 9.8%), organic daily sales growth of 3.6%, operating cash flow of $84 million, and $83.8 million of cash generated from operations in 2025. Shares outstanding were 46,186,293 as of March 20, 2026. The equity plan would authorize an additional 3,000,000 shares.
Distribution Solutions Group’s largest shareholder group led by Luther King Capital Management filed an amended Schedule 13D stating it may be deemed to beneficially own 36,357,588 shares of common stock, representing approximately 78.7% of the outstanding shares as of March 14, 2026.
On that date, LKCM Headwater Investments, LLC submitted a preliminary, non-binding proposal to the board to acquire all outstanding common shares not already owned by it and its affiliates. The filing notes the group may discuss the proposal with directors, officers and other shareholders and reserves broad flexibility to pursue or reconsider potential transactions affecting control or ownership structure.
Distribution Solutions Group, Inc. director Robert Zamarripa reported an open-market purchase of 14,000 shares of Common Stock at a price of $21.23 per share.
After this transaction, Zamarripa directly owns 47,105 shares, showing he increased his personal stake using his own capital rather than receiving a stock grant.
Distribution Solutions Group, Inc. (DSGR) is a multi-platform specialty distributor serving MRO, OEM and industrial technology markets through four segments: Lawson, TestEquity, Gexpro Services and Canada Branch Division. It serves roughly 220,000 customers worldwide with about 4,300 employees.
In 2025 DSG amended and expanded its senior secured facility to include $700.0 million of term debt and a $400.0 million revolver, and reported total indebtedness of $704.4 million as of December 31, 2025. The Board also increased the stock repurchase program to $67.5 million, leaving $32.9 million available at year-end, and the company repurchased 123,711 shares in the fourth quarter.
DSG had 46,186,293 shares outstanding as of February 27, 2026, with non-affiliate market value of voting stock of about $258,112,845 as of June 30, 2025. Entities affiliated with LKCM beneficially owned approximately 36.4 million shares, giving them significant influence. The company highlights risks including inventory obsolescence, supply chain constraints, cybersecurity, AI adoption, high leverage and macroeconomic pressures, but notes no material cybersecurity incidents in the last four years.
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. reported an equity award to its EVP, CFO & Treasurer, Ronald J. Knutson. On January 23, 2026, he received 30,000 restricted stock units (RSUs), each representing the right to receive one share of common stock when settled. The RSUs were granted at a price of $0 because they are a form of stock-based compensation rather than a cash purchase.
The RSUs vest in three equal installments, with one-third scheduled to vest on October 13, 2026, one-third on October 13, 2027, and the final third on October 13, 2028. Vesting is conditioned on Mr. Knutson’s continued employment with the company through each vesting date. After this grant, he beneficially owns 30,000 derivative securities in the form of RSUs, held directly.