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[SCHEDULE 13D/A] Distribution Solutions Group, Inc. Amended Major Shareholder Report

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

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.

Positive

  • None.

Negative

  • None.

Insights

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.






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).




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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

FAQ

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.
DISTRIBUTION SOLUTIONS GROUP INC

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Industrial Distribution
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United States
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