[Form 4] DXP Enterprises Inc Insider Trading Activity

Rhea-AI Filing Summary

Karen Hoffman Morris, a director of DXP Enterprises Inc (DXPE), reported a sale of company common stock on 08/22/2025. The Form 4 shows 2,399 shares were sold at a price of $125 per share, leaving the reporting person with 4,787 shares beneficially owned after the transaction. The filing indicates the transaction was made pursuant to a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Form 4 was signed on 08/25/2025 and is a single-person filing.

Positive

• Transaction disclosed under a 10b5-1(c) plan, indicating it was prearranged and may reduce concerns about opportunistic trading
• Form 4 properly filed and signed, meeting Section 16 reporting requirements

Negative

• Director sold 2,399 shares at $125, reducing beneficial ownership to 4,787 shares

Insights

Securities Analyst

TL;DR: Insider sale of 2,399 shares at $125 under a 10b5-1 plan; routine disclosure with limited market impact.

The sale is explicitly reported and executed under a plan intended to provide affirmative defense under Rule 10b5-1(c), which typically indicates prearranged timing rather than reactive trading on material nonpublic information. The transaction reduced the director's holdings to 4,787 shares. There are no derivative transactions or other compensatory grants reported on this Form 4. Given the isolated nature of the transaction and lack of additional disclosures, this filing appears to be a standard Section 16 disclosure rather than a material corporate event.

Corporate Governance Expert

TL;DR: Proper Form 4 filing documents a preplanned insider sale; it meets disclosure obligations but does not signal governance changes.

The report identifies the reporting person as a director and shows the sale was made pursuant to the affirmative defense conditions of Rule 10b5-1(c), suggesting compliance with accepted insider-trading safeguards. The Form 4 contains no amendments, no joint filing, and no indications of related-party transactions or changes in board status. From a governance standpoint, this is a compliant, routine disclosure with no further governance implications contained in the document.

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
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hoffman Karen

(Last) (First) (Middle)

5301 HOLLISTER ST

(Street)

HOUSTON TX 77040

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DXP ENTERPRISES INC [ DXPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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
DXP Common Stock	08/22/2025		S		2,399	D	$125	4,787	D

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

Explanation of Responses:

Remarks:

	/s/ Karen Hoffman Morris	08/25/2025
	** 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 Karen Hoffman Morris disclose on the DXPE Form 4?

She reported a sale of 2,399 shares of DXP Enterprises common stock on 08/22/2025 at $125 per share, leaving 4,787 shares beneficially owned.

Was the sale by the insider part of a 10b5-1 plan for DXPE?

Yes. The filing indicates the transaction was made pursuant to a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

When was the Form 4 signed and filed for DXPE insider activity?

The signature on the Form 4 is dated 08/25/2025 and the transaction date reported is 08/22/2025.

Does the Form 4 report any derivative or option transactions for the DXPE director?

No. Table II for derivative securities contains no entries; only a non-derivative sale of common stock is reported.

Is this a joint filing or filed by more than one reporting person?

No. The form is marked as filed by one reporting person.