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 director Bianca Rhodes reported a grant of 4,601 Restricted Stock Units of Common Stock. The award was recorded at a reference price of $27.17 per share and increases her directly held stake to 25,336 shares.
The Restricted Stock Units will vest on May 14, 2027, under the terms and conditions of the award agreement, and will convert into shares of Common Stock at that time. This is a compensation-related equity grant, not an open-market stock purchase or sale.
Distribution Solutions Group director Robert Zamarripa received a grant of 4,601 restricted stock units of common stock. The award is valued at $27.17 per unit and increases his direct holdings to 51,706 shares after the transaction. These restricted stock units will vest on May 14, 2027, subject to the award agreement, and then convert into shares of common stock.
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 modestly higher sales but sharply lower profit for the quarter ended March 31, 2026. Revenue rose to $495.995 million from $478.029 million, driven mainly by organic growth at TestEquity and Lawson, while Gexpro Services and Canada Branch Division were roughly flat.
Higher costs compressed margins: gross margin slipped to 32.9%, and operating income fell to $13.630 million from $20.097 million. Net income dropped to $0.382 million (basic and diluted EPS of $0.01) compared with $3.261 million ($0.07 per share) a year earlier.
Adjusted EBITDA declined to $37.833 million from $42.786 million. Cash flow from operations was negative $20.359 million, reflecting working capital investment, while the company spent $16.241 million net on the Eastern Valve acquisition and ended the quarter with $52.729 million in cash and $736.602 million of total debt.
DSG expanded in Canada by acquiring Eastern Valve & Control Specialties, adding $770 thousand of revenue and $106 thousand of net income for the partial period. A related-party group led by LKCM, which already owns about 78.7% of the stock, submitted a preliminary, non-binding proposal to acquire the remaining shares for $29.50 per share in cash, and a special committee is evaluating the offer.
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.