Recent 8-K filings for DSGR

• August 6, 2026, 7:35 AM ET M&A materiality 0.95 positive item 2.02item 9.01

  DSG reports Q2 revenue up 11% to $557.7M; announces $35/share going-private merger with LKCM Headwater

  Revenue $557.7M (+11% YoY), organic sales growth 10.2%; adjusted EBITDA $53.9M (9.7% margin).

• July 16, 2026, 5:27 PM ET M&A materiality 0.90 neutral item 1.01item 2.03item 7.01item 9.01

  DSG to be taken private by LKCM Headwater affiliates for $35.00 per share in cash

  Merger consideration of $35.00 per share in cash; company to become privately held and delisted from Nasdaq.

• May 14, 2026, 1:22 PM ET other material materiality 0.15 neutral item 5.07 ◈ Shareholder Votes ×4

  Distribution Solutions Group holds 2026 annual meeting; all four proposals approved

  All seven director nominees elected; I. Steven Edelson received 40,228,469 votes for, 2,608,034 withheld.

• April 30, 2026, 7:59 PM ET earnings materiality 0.65 negative item 2.02item 9.01 ◈ Earnings Releases

  DSGR Q1 revenue up 3.8% to $496M; adjusted EBITDA down 11.6% to $37.8M

  Net income $0.4M, down 88.3% YoY; adjusted diluted EPS $0.24 vs $0.31 year ago.

• March 5, 2026, 6:59 PM ET earnings materiality 0.75 negative item 2.02item 9.01 ◈ Earnings Releases ×2

  DSGR FY2025 revenue up 9.8% to $1.98B; Q4 adj. EBITDA down 21% to $35.4M

  FY2025 GAAP net income of $8.3M vs loss of $7.3M; diluted EPS $0.18 vs ($0.16).

• December 22, 2025, 6:59 PM ET debt materiality 0.60 positive item 1.01item 2.03item 7.01item 9.01 ◈ Material Agreements

  DSG expands credit facility to $1.1B with $700M term loan and $400M revolver, maturity 2030

  New $700M term loan and $400M revolver ($255M increase over prior revolver), maturity December 2030.

• November 18, 2025, 6:59 PM ET other material materiality 0.60 positive item 7.01item 9.01

  DSGR adds $30M to buyback program; $32.9M now remaining

  Board authorized $30M additional share repurchase, increasing total authorization to $67.5M.

• October 30, 2025, 7:59 PM ET earnings materiality 0.65 neutral item 2.02item 9.01

  DSG Q3 revenue up 10.7% to $518M; organic daily sales +6%, adjusted EBITDA margin down 110bps

  Revenue $518.0M, +10.7% YoY; organic daily sales +6.0% from acquisitions and growth.

• July 31, 2025, 7:59 PM ET earnings materiality 0.72 positive item 2.02item 9.01

  DSG Q2 revenue up 14.3% to $502.4M; adj. EBITDA $48.6M (9.7% of sales)

  Diluted EPS $0.11 vs $0.04 YoY; operating income $26.8M, up 89.5% from $14.2M.

• July 2, 2025, 7:59 PM ET leadership materiality 0.55 neutral item 5.02item 9.01

  Barry Litwin appointed CEO of TestEquity, DSGR subsidiary, effective July 14, 2025

  Litwin succeeds Russ Frazee, who remains in advisory role to ensure smooth transition.

• May 27, 2025, 7:59 PM ET other material materiality 0.15 neutral item 5.07

  DSGR annual meeting elects all directors, ratifies auditor, approves say-on-pay

  All 7 director nominees elected; votes ranged from 40.9M (Moon) to 41.6M (Edelson). No withheld majority.

• May 1, 2025, 7:59 PM ET earnings materiality 0.70 positive item 2.02item 9.01

  Distribution Solutions Group Q1 revenue up 14.9% to $478M; adjusted EPS $0.31

  Revenue $478M (+14.9% YoY); organic ADS +4.3%; includes $50.8M from 2024 acquisitions.

• April 2, 2025, 7:59 PM ET debt materiality 0.45 neutral item 1.01item 9.01

  DSGR amends credit pact to raise annual restricted payment limit to $25M

  Fourth Amendment increases permitted Restricted Payments from $10M to $25M per fiscal year, effective Jan 1, 2025.

• March 6, 2025, 6:59 PM ET earnings materiality 0.65 neutral item 2.02item 9.01

  DSGR Q4 revenue up 18.6% to $480.5M; organic sales up 3.5%; full-year adjusted EBITDA up 11.6% to $175.3M

  Q4 revenue $480.5M (+18.6% YoY, organic +3.5%); diluted loss per share $0.55 vs $0.35 loss a year ago.

• October 31, 2024, 7:59 PM ET earnings materiality 0.75 positive item 2.02item 9.01

  DSG Q3 revenue up 6.6% to $468M; adj. EBITDA $49.1M, up 12.4% YoY

  Revenue $468.0M (+6.6% YoY); organic sales -2.1% YoY but +0.2% sequentially.

• August 16, 2024, 7:59 PM ET M&A materiality 0.65 positive item 1.01item 7.01item 9.01

  DSG closes Source Atlantic acquisition; credit line expanded to $1.06B

  Acquisition of Source Atlantic Limited closed August 14, 2024; funded by senior secured credit facility.

• August 1, 2024, 7:59 PM ET earnings materiality 0.75 neutral item 2.02item 9.01

  DSG Q2 revenue up 16.3% to $439.5M, adjusted EBITDA $45.2M; announces Source Atlantic acquisition

  GAAP diluted EPS $0.04 vs $0.07 YoY; adjusted diluted EPS $0.40 vs $0.42.

• May 28, 2024, 7:59 PM ET other material materiality 0.00 neutral item 5.07

  Shareholders elect all director nominees, ratify auditor, approve say-on-pay

  All seven director nominees elected with >93% votes 'For' each.

• May 2, 2024, 7:59 PM ET earnings materiality 0.65 negative item 2.02item 9.01 ◈ Earnings Releases

  DSGR Q1: revenue $416M (+19.5%), GAAP loss $0.11/sh, adj EBITDA margin 8.7%; acquires S&S Automotive

  Revenue $416.1M (+19.5% YoY); organic down 8.6% but two-year stacked up 4.7%.

• March 12, 2024, 7:59 PM ET leadership materiality 0.30 neutral item 5.02 ◈ executive_change

  Director Andrew B. Albert to retire from Distribution Solutions Group board at 2024 annual meeting

  Andrew B. Albert notified board he will not stand for reelection at May 23, 2024 annual meeting.

• March 7, 2024, 6:59 PM ET earnings materiality 0.70 neutral item 2.02item 9.01 ◈ Earnings Releases

  DSGR reports Q4 organic revenue down 6.4%; FY2023 revenue $1.57B, adj. EBITDA $157M

  Full-year 2023 revenue $1.57B, up 36.4% YoY; pro forma revenue up 23.7%; organic growth 2.9%.

• January 23, 2024, 6:59 PM ET M&A materiality 0.60 positive item 7.01item 9.01

  DSG subsidiary Lawson Products acquires Emergent Safety Supply; $13M sales accretive to margins

  Lawson Products, a DSG subsidiary, acquired Safety Supply Illinois (dba Emergent Safety Supply) for an undisclosed amount.

• November 2, 2023, 7:59 PM ET earnings materiality 0.80 negative item 2.02item 9.01 ◈ Earnings Releases

  DSG Q3 revenue up 26% to $439M but organic sales down 4.2%; net loss $0.03/share

  Revenue $438.9M (+26.4% YoY) includes $106.3M from acquisitions; organic revenue fell 4.2%.

• September 26, 2023, 7:59 PM ET other materiality 0.20 neutral item 7.01item 9.01

  DSG announces Investor Day on Sept 28; management to present growth strategies

  Investor Day scheduled for Thursday, September 28, 2023 at City Club of Fort Worth.

• September 1, 2023, 7:59 PM ET other material materiality 0.45 neutral item 5.03item 8.01item 9.01 ◈ Governance Changes

  Distribution Solutions Group completes 2-for-1 stock split; authorized shares doubled to 70M

  Stock split effective after market close on Aug 31, 2023; split-adjusted trading begins Sept 1, 2023.

• August 24, 2023, 7:59 PM ET other material materiality 0.60 positive item 9.01

  DSGR amends 8-K to include Hisco audited FY2022 sales of $403.7M, net income $10.9M

  Hisco FY2022 revenue $403.7M (up 14.4% YoY from $352.9M); net income $10.9M vs $15.1M in FY2021.

• August 17, 2023, 7:59 PM ET other materiality 0.15 neutral item 5.07 ◈ Shareholder Votes

  DSGR board adopts annual Say-on-Pay votes through 2029 meeting

  Shareholders voted 19.5M for annual, 28k for two-year, 341k for three-year; board chose annual.

• August 16, 2023, 7:59 PM ET other material materiality 0.50 positive item 8.01item 9.01

  Distribution Solutions Group announces 2-for-1 stock split, record date Aug 25

  Record date: Aug 25, 2023; distribution after close Aug 31, 2023; split-adjusted trading starts Sep 1.

• August 3, 2023, 7:59 PM ET earnings materiality 0.75 positive item 2.02item 9.01 ◈ Earnings Releases

  DSG Q2 revenue up 17.6% to $378M; adj. EBITDA +26.7% to $40.1M

  GAAP operating income tripled to $13.8M (3.6% of revenue) vs $4.1M (1.3%) YoY.

• June 9, 2023, 7:59 PM ET M&A materiality 0.75 positive item 1.01item 2.01item 7.01item 9.01 ◈ M&A Transactions◈ Material Agreements

  DSG completes $269.1M acquisition of Hisco; funded via credit facility and equity offering

  Paid $269.1M at closing; potential earn-out up to $12.6M based on Hisco's 2023 gross profit targets.

• June 2, 2023, 7:59 PM ET other material materiality 0.75 neutral item 7.01item 9.01

  DSGR closes $100M rights offering; insiders now own 78% of common stock

  Gross proceeds of $100M from issuance of 2,222,222 shares at $45.00 per share.

• May 25, 2023, 7:59 PM ET other material materiality 0.60 negative item 4.01item 9.01

  Distribution Solutions Group dismisses BDO, appoints Grant Thornton; BDO had adverse internal control opinion

  Audit Committee dismissed BDO USA as independent auditor on May 19, 2023.

• May 24, 2023, 7:59 PM ET other material materiality 0.15 neutral item 5.07 ◈ Shareholder Votes ×4

  DSGR shareholders elect all 8 director nominees, approve say-on-pay

  All 8 director nominees elected with between 19.3M and 19.9M votes each.

• May 9, 2023, 7:59 PM ET other material materiality 0.70 neutral item 1.01item 8.01item 9.01 ◈ Material Agreements

  Distribution Solutions Group launches rights offering to raise ~$100M at $45/share, expiring May 30

  Each share of common stock receives one transferable right to buy 0.105 shares at $45.00 per share.

• May 8, 2023, 7:59 PM ET M&A materiality 0.55 neutral item 9.01

  DSGR provides Hisco FY2022 audited financials: $403.7M sales, $7.8M net income, $156.6M assets

  Hisco FY2022 net sales $403.7M, net income $7.8M; FY2021 net sales $352.9M, net income $12.2M (incl $7.7M PPP gain).

• May 4, 2023, 7:59 PM ET earnings materiality 0.85 positive item 2.02item 9.01 ◈ Earnings Releases

  DSGR Q1 revenue up 28% adjusted, EPS $0.52 non-GAAP; announces $269M Hisco acquisition

  GAAP revenue $348.3M, up 126% YoY; adjusted revenue $348.3M, up 28.1% YoY.

• April 21, 2023, 7:59 PM ET M&A materiality 0.70 neutral item 7.01item 9.01

  DSGR sets May 1 record date for $100M rights offering to fund Hisco acquisition

  Record date for proposed rights offering fixed as May 1, 2023.

• March 31, 2023, 7:59 PM ET M&A materiality 0.75 positive item 7.01item 9.01

  DSG agrees to acquire Hisco for $269.1M; creates larger industrial technology supplier

  Purchase price $269.1M at closing plus up to $12.6M earn-out; retention bonuses of $37.5M in cash/stock.

• March 31, 2023, 7:59 PM ET M&A materiality 0.75 neutral item 1.01item 9.01 ◈ Material Agreements

  DSGR to acquire Hisco for $269.1M plus earn-out up to $12.6M

  Purchase price $269.1M (cash-free, debt-free) plus earn-out based on 2023 gross profit; max earn-out $12.6M if gross profit >= $114.951M.

• March 21, 2023, 7:59 PM ET other material materiality 0.50 neutral item 3.02item 8.01

  DSGR issues 1.7M earnout shares to TestEquity and Gexpro Services equityholders

  Issued 700,000 shares to TestEquity Equityholder and 1,000,000 shares to Gexpro Services Stockholder on March 20, 2023.

• March 17, 2023, 7:59 PM ET other material materiality 0.60 neutral item 9.01

  DSG files pro forma financials for combined TestEquity, Gexpro Services acquisition

  Pro forma combined revenue $1.27B, net income $13.3M for year ended Dec 31, 2022.

• March 9, 2023, 6:59 PM ET earnings materiality 0.75 positive item 2.02item 9.01 ◈ Earnings Releases

  DSG Q4 revenue $329M, organic growth 16.7%; adjusted EBITDA $34M up 93% YoY

  GAAP revenue $328.9M (+154.5% YoY); adjusted revenue $328.9M (+42.2%); organic growth 16.7%.

• January 31, 2023, 6:59 PM ET leadership materiality 0.55 neutral item 5.02item 9.01 ◈ executive_change

  DSGR appoints Ronald Knutson as EVP and CFO; base salary $435K, equity grants of 10K RSUs and 123K options

  Knutson to serve as EVP and CFO of both Distribution Solutions Group and Lawson Products, reporting to CEO.

• November 18, 2022, 6:59 PM ET other material materiality 0.40 neutral item 5.02item 5.07item 9.01 ◈ Shareholder Votes ×4

  DSGR shareholders approve 1.3M share increase under amended equity plan

  Stockholders voted 16.8M for / 1.4M against to approve amended 2009 Equity Compensation Plan.

• November 3, 2022, 7:59 PM ET earnings materiality 0.75 positive item 2.02item 9.01 ◈ Earnings Releases

  DSG Q3 sales $347M, organic +15%; adjusted EBITDA $34.7M; share buyback raised to $12.5M

  GAAP net sales $347.2M (+162.8% YoY); adjusted net sales +46.1% to $347.2M.

• September 30, 2022, 7:59 PM ET other materiality 0.25 neutral item 5.08item 8.01

  DSGR sets Nov 15, 2022 annual meeting; provides proposal deadlines

  2022 Annual Meeting to be held virtually on November 15, 2022.

• August 9, 2022, 7:59 PM ET earnings materiality 0.70 positive item 2.02item 9.01

  DSG reports Q2 2022 net sales $321.3M; organic growth 11.8%; adjusted EBITDA $31.7M

  GAAP net sales $321.3M (+139.5% YoY); organic growth 11.8%; adjusted EBITDA $31.7M (9.9% of sales).

• June 15, 2022, 7:59 PM ET other material materiality 0.50 neutral item 9.01

  TestEquity revenue $270.5M in 2021, net loss narrows to $8.7M in acquisition amendment

  Net revenue $270.5M in 2021 (+5.5% YoY); equipment sales $260.3M, rental $10.3M.

• May 5, 2022, 7:59 PM ET other material materiality 0.25 neutral item 7.01item 9.01

  Distribution Solutions Group to change Nasdaq ticker to DSGR effective May 9, 2022

  Company formerly known as Lawson Products, Inc.; new name Distribution Solutions Group, Inc.

• May 5, 2022, 7:59 PM ET other material materiality 0.45 neutral item 5.03item 8.01item 9.01

  Lawson Products changes name to Distribution Solutions Group, ticker to DSGR on May 9

  Name change from Lawson Products, Inc. to Distribution Solutions Group, Inc. effective May 5, 2022; approved by Board, no stockholder vote required.

Executive changes

Earnings & guidance

Materiality & sentiment trend

Max materiality 0.95 · Median 0.62 · Most common event other_material

17 positive 5 negative 28 neutral

source · DSGR on sec.gov