Distribution Solutions Group, Inc. Amended Major Shareholder Report

Rhea-AI Filing Summary

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.

Insights

M&A and special situations analyst

Majority owner proposes a preliminary going-private style transaction, but terms and certainty are not disclosed.

The reporting group led by Luther King Capital Management reports beneficial ownership of 36,357,588 Distribution Solutions Group shares, or about 78.7% of the common stock. This level of control already gives the group substantial influence over corporate decisions.

LKCM Headwater Investments, LLC has delivered a preliminary, non-binding proposal to acquire all remaining outstanding shares it does not already own. The proposal’s economic terms, required approvals and timetable are not described here, so the ultimate impact depends on any negotiated transaction and board response.

The disclosure signals potential change in public float and listing status if a take-private or similar control transaction is eventually agreed. Investors may look to future company communications or additional regulatory filings for details of price, structure and protective measures for minority shareholders once they are specified.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did LKCM propose for Distribution Solutions Group (DSGR) in this Schedule 13D/A?

LKCM Headwater Investments, LLC submitted a preliminary, non-binding proposal to acquire all outstanding DSGR common shares it and its affiliates do not already own. The proposal is outlined in a letter to the board and could lead to a change in control if a transaction is agreed.

How much of DSGR’s common stock do the reporting persons beneficially own?

As of March 14, 2026, the reporting persons may be deemed to beneficially own 36,357,588 shares of DSGR common stock. This represents approximately 78.7% of the outstanding common shares, based on the company’s Form 10-K for the year ended December 31, 2025.

Is the LKCM proposal to acquire remaining DSGR shares binding on the company?

No. The filing describes the proposal from LKCM Headwater Investments, LLC as preliminary and non-binding. It indicates an intention to discuss potential transactions with the board and others, but there is no binding agreement or finalized transaction described in the disclosed text.

Who are the main reporting persons in the DSGR Schedule 13D/A amendment?

The reporting group includes entities such as Luther King Capital Management Corporation and several LKCM Headwater investment vehicles, along with individuals J. Luther King, Jr. and J. Bryan King. Collectively they report sole voting and dispositive power over tens of millions of DSGR shares, reflecting majority control.

What does the 78.7% ownership stake mean for DSGR shareholders?

The reported 78.7% beneficial ownership means the group effectively controls DSGR. Combined with the non-binding proposal to acquire remaining shares, this raises the possibility of a future transaction affecting minority shareholders, such as a take-private deal, if acceptable terms are negotiated and approved.

Does the DSGR Schedule 13D/A amendment describe specific terms like price for the proposal?

The disclosed text does not provide pricing or detailed economic terms for the proposal. It only states that LKCM Headwater Investments, LLC sent a preliminary, non-binding letter proposing to acquire all outstanding DSGR shares it does not own, with further details referenced in an attached exhibit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/16/2026 - 07:28 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 30)

Distribution Solutions Group, Inc.

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

(CUSIP Number)

Jacob D. Smith
301 Commerce Street, Suite 1600,
Fort Worth, TX, 76102
817-332-3235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,578,228.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,578,228.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,578,228.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Investment Partnership, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 552,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 552,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

552,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Micro-Cap Partnership, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 56,470.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 56,470.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

56,470.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Core Discipline, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23,182.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23,182.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,182.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Headwater Investments II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,184,652.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,184,652.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,184,652.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Headwater II Sidecar Partnership, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Headwater Investments III, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

301 HW Opus Investors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM TE Investors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Headwater Lawson Investors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,522,988.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,522,988.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,522,988.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

LKCM Headwater Investments IV, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,434,044.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,434,044.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,434,044.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Luther King Capital Management Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 36,357,588.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 36,357,588.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

36,357,588.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

78.7 %

14

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

J. Luther King, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 36,357,588.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 36,357,588.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

36,357,588.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

78.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

J. Bryan King

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 35,838,638.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 35,838,638.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

35,838,638.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

77.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $1.00 par value
(b)	Name of Issuer: Distribution Solutions Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 301 Commerce Street, Suite 1700, Fort Worth, TEXAS , 76102.
Item 1 Comment: This Amendment No. 30 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the Common Stock, par value $1.00 per share ("Common Stock"), of Distribution Solutions Group, Inc. (the "Issuer"). Except as set forth below, all previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a "group" under the Securities Exchange Act of 1934, as amended, with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Item 4.	Purpose of Transaction
	On March 14, 2026, LKCM Headwater Investments, LLC, on behalf of its affiliates and related parties, submitted a proposal to the Board of Directors of the Issuer regarding a preliminary, non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer not currently owned by LKCM Headwater Investments, LLC and its affiliates and related parties (the "Proposal"). A copy of the letter submitted by LKCM Headwater Investments, LLC to the Board of Directors of the Issuer is attached hereto as Exhibit 1 and incorporated by reference herein. The Reporting Persons expect to engage in discussions and other efforts with one or more shareholders, officers or directors of the Issuer, including their representatives or advisors or other third parties, regarding the Proposal and the potential transactions contemplated therein that, if effected, would likely result in, among other things, one or more of the matters identified in Items 4(a)-(j) of Schedule 13D. The Reporting Persons reserve their right, based on all relevant factors and subject to applicable law, at any time and from time to time, all without prior notice to the Issuer or otherwise, to take further action with respect to the Proposal or otherwise review or reconsider their position or take other action (including actions that could involve one or more of the types of transactions or have one or more of the results described in Items 4(a)-(j) of Schedule 13D) or formulate and implement any other plans or proposals with respect to any of the foregoing.
Item 5.	Interest in Securities of the Issuer
(a)	As of March 14, 2026, the Reporting Persons may be deemed to beneficially own 36,357,588 shares of Common Stock (which represents approximately 78.7% of the outstanding Common Stock based upon information obtained from the Issuer's Form 10-K for the year ended December 31, 2025.
(b)	PDP has sole voting and dispositive power over 3,578,228 shares of Common Stock. LIP has sole voting and dispositive power over 552,500 shares of Common Stock. HW2 has sole voting and dispositive power over 1,184,652 shares of Common Stock. Sidecar does not have voting and dispositive power over any shares of Common Stock. HWLI has sole voting and dispositive power over 3,522,988 shares of Common Stock. HW3 does not have voting or dispositive power over any shares of Common Stock. HW4 has sole voting and dispositive power over 3,434,044 shares of Common Stock. Gexpro Investors has sole voting and dispositive power over 16,000,000 shares of Common Stock. TestEquity Investors has sole voting and dispositive power over 8,000,000 shares of Common Stock. Micro has sole voting and dispositive power over 56,470 shares of Common Stock. Core has sole voting and dispositive power over 23,182 shares of Common Stock. LKCM has sole voting and dispositive power over 36,357,588 shares of Common Stock. J. Luther King, Jr. has sole voting and dispositive power over 36,357,588 shares of Common Stock. J. Bryan King has sole voting and dispositive power over 35,838,638 shares of Common Stock.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not appliable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Letter from LKCM Headwater Investments, LLC, dated March 14, 2026, to the Board of Directors of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC

Signature:	/s/ J. Bryan King
Name/Title:	President
Date:	03/16/2026

LKCM Investment Partnership, L.P.

Signature:	/s/ J Luther King, Jr.
Name/Title:	President of the General Partner
Date:	03/16/2026

LKCM Micro-Cap Partnership, L.P.

Signature:	/s/ J. Bryan King
Name/Title:	President
Date:	03/16/2026

LKCM Core Discipline, L.P.

Signature:	/s/ J. Bryan King
Name/Title:	President
Date:	03/16/2026

LKCM Headwater Investments II, L.P.

Signature:	/s/ J. Bryan King
Name/Title:	President of the General Partner
Date:	03/16/2026

LKCM Headwater II Sidecar Partnership, L.P.

Signature:	/s/ J. Bryan King
Name/Title:	President of the General Partner
Date:	03/16/2026

LKCM Headwater Investments III, L.P.

Signature:	/s/ J. Bryan King
Name/Title:	President of the General Partner
Date:	03/16/2026

301 HW Opus Investors, LLC

Signature:	/s/ J. Bryan King
Name/Title:	President
Date:	03/16/2026

LKCM TE Investors, LLC

Signature:	/s/ J. Bryan King
Name/Title:	President
Date:	03/16/2026

Headwater Lawson Investors, LLC

Signature:	/s/ J. Bryan King
Name/Title:	President
Date:	03/16/2026

LKCM Headwater Investments IV, L.P.

Signature:	/s/ J. Bryan King
Name/Title:	President of the General Partner
Date:	03/16/2026

Luther King Capital Management Corporation

Signature:	/s/ J. Bryan King
Name/Title:	Principal and Vice President
Date:	03/16/2026

J. Luther King, Jr.

Signature:	/s/ J. Luther King, Jr.
Name/Title:	J. Luther King, Jr.
Date:	03/16/2026

J. Bryan King

Signature:	/s/ J. Bryan King
Name/Title:	J. Bryan King
Date:	03/16/2026