secwatch / observer

Distribution Solutions Group, Inc. — fact timeline

Source-grounded facts extracted from Distribution Solutions Group, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

DSGR Distribution Solutions Group, Inc. JSON
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Approval of Amended and Restated 2026 Equity Compensation Plan at the 2026-05-14 meeting.

“Distribution Solutions Group, Inc.'s Amended and Restated 2026 Equity Compensation Plan was approved by the following vote: For Against Abstain Broker Non-Voters 37,583,712 1,633,976 1,251,919 2,366,896”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Advisory vote on executive compensation at the 2026-05-14 meeting.

“The advisory, non-binding vote on executive compensation was approved by the following vote: For Against Abstain Broker Non-Voters 39,679,024 52,608 737,975 2,366,896”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Ratification of Grant Thornton, LLP as independent registered public accounting firm at the 2026-05-14 meeting.

“Grant Thornton, LLP was ratified as the Company's independent registered public accounting firm for 2026 by the following vote: For Against Abstain 42,303,661 8,823 524,019”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Election of Directors at the 2026-05-14 meeting.

“The following directors were elected to the Company’s Board of Directors (the “Board”), and the voting for each director was as follows: Nominee For Withheld I. Steven Edelson 40,228,469 2,608,034 Lee S. Hillman 40,254,781 2,581,722 J. Bryan King 39,915,665 2,920,838 Mark F. Moon 38,681,260 4,155,243 Bianca A. Rhodes 39,880,426 2,956,077 M. Bradley Wallace 39,676,651 3,159,852 Robert S. Zamarripa 40,328,446 2,508,057”
Earnings Releases

Distribution Solutions Group, Inc. reported the first quarter ended March 31, 2026 results: revenue $495,995, net income $382, EPS $0.01.

“the reconciliations of GAAP to non-GAAP measures in Tables 2, 3 and 4. Three Months Ended March 31, December 31, (Dollars in thousands) 2026 2025 % Change 2025 % Change Revenue $ 495,995 $ 478,029 3.8 % $ 481,599 3.0 % Operating income $ 13,630 $ 20,097 (32.2) % $ 7,721 76.5 % Non-GAAP adjusted operating income $ 29,113 $ 34,392 (15.3) % $ 26,517 9.8 % Net income”
Earnings Releases

Distribution Solutions Group, Inc. reported the twelve months ended December 31, 2025 results: revenue $1.98 billion, net income $8.3 million, EPS $0.18.

“2025 Full Year Summary (1) • Revenue was $1.98 billion, an increase of $175.9 million or 9.8% on one fewer selling day, of which $121.5 million resulted from five acquisitions only partially included in 2024. Organic average daily sales increased 3.6% for 2025 versus 2024. • Operating income increased $22.3 million from the prior year to $78.3 million, net of acquired intangible amortization of $46.5 million and $16.1 million of non-recurring severance and acquisition-related retention costs, stock-based compensation, acquisition-related costs and other non-recurring items. Adjusted operating income, excluding these non-cash and non-recurring items, decreased $7.5 million to $140.8 million compared to $148.4 million in 2024. • Net income increased by $15.7 million to $8.3 million in 2025 compared to a net loss of $7.3 million in the prior year. • Adjusted EBITDA was $175.2 million in 2025, or 8.9% of revenue, compared to $175.3 million or 9.7% of revenue in the prior year. Excluding th”
Earnings Releases

Distribution Solutions Group, Inc. reported the fourth quarter ended December 31, 2025 results: revenue $481.6 million, net income $(6.4 million).

“2025 Fourth Quarter Summary (2) • Revenue increased $1.1 million to $481.6 million, driven by $1.7 million of incremental revenue from two acquisitions closed in the fourth quarter of 2024, not included in the full fourth quarter of 2024. Organic average daily sales were flat compared to the year ago quarter. • Operating income was $7.7 million, net of $11.6 million of non-cash acquired intangible amortization and $7.2 million of non-recurring severance and acquisition-related retention costs, stock-based compensation, acquisition-related costs and other non-recurring items. This compares to an operating income of $20.1 million in the prior year quarter. Adjusted operating income, excluding these non-cash and non-recurring items, was $26.5 million in the current quarter compared to $37.3 million in the year-ago quarter. • Net loss was $6.4 million for the quarter compared to net loss of $25.9 million in the prior year quarter which was negatively impacted by”
Material Agreements

Distribution Solutions Group, Inc. amended Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent valued at $400 million senior secured revolving credit facility (effective 2025-12-18).

“Second Amended and Restated Credit Agreement On December 18, 2025, Distribution Solutions Group, Inc. (the “ Company ”) and certain of its subsidiaries entered into the Second Amended and Restated Credit Agreement (the “ Amended and Restated Credit Agreement ”), which amended and restated that certain Amended and Restated Credit Agreement, dated as of April 1, 2022 (the “ Original Credit Agreement ”), by and among the Company, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.”
Earnings Releases

Distribution Solutions Group, Inc. reported first quarter ended March 31, 2024 results: revenue $416,086, EPS $(0.11) per share.

“the reconciliations of GAAP to non-GAAP measures in Tables 2, 3 and 4. Three Months Ended March 31, December 31, (Dollars in thousands) 2024 2023 % Change 2023 % Change Revenue $ 416,086 $ 348,270 19.5 % $ 405,239 2.7 % Operating income (loss) $ 2,783 $ 16,721 (83.4) % $ (289) N/A Non-GAAP adjusted operating income $ 29,761 $ 32,783 (9.2) % $ 28,006 6.3 % Non-GAAP”

Andrew B. Albert departed as Director at Distribution Solutions Group, Inc..

“On March 6, 2024, Andrew B. Albert notified Distribution Solutions Group, Inc.’s Board of Directors (the “Board”) that he has decided not to stand for reelection as a director of the Company at the Company’s 2024 annual meeting of stockholders (“Annual Meeting”), currently scheduled to be held on May 23, 2024, and will retire from the Company’s Board as of the date of the Annual Meeting.”
Earnings Releases

Distribution Solutions Group, Inc. reported Q4 2023 results: revenue $405.2 million.

“Revenue increased $76.4 million, or 23.2%, to $405.2 million which includes $97.3 million of incremental revenue from 2022 and 2023 acquisitions.”
Earnings Releases

Distribution Solutions Group, Inc. reported the third quarter ended September 30, 2023 results: revenue $438.9 million, EPS $0.17.

“by an earnings presentation at https://investor.distributionsolutionsgroup.com/news/events . Third Quarter 2023 Summary (1) • Total revenue increased $91.8 million, or 26.4%, to $438.9 million which included $106.3 million of revenue from 2022 and 2023 acquisitions. Consolidated organic revenue declined 4.2% for the quarter, primarily driven by softness in the”
Governance Changes

Distribution Solutions Group, Inc.: Amended and restated certificate of incorporation to implement two-for-one stock split and increase authorized shares from 35,000,000 to 70,000,000 (effective 2023-08-31).

“the Board of Directors of the Company unanimously approved an amendment and restatement to the Second A&R Certificate (the “Third A&R Certificate”) in order to implement a two-for-one stock split (the “Stock Split”) of shares of the Company’s common stock, $1.00 par value per share (the “Shares”) was filed after the close of trading on August 31, 2023 and became effective upon acceptance of the filing by the Secretary of State of the State of Delaware on August 31 , 2023”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Advisory vote on the frequency of future Say on Pay votes at the 2023-05-19 meeting.

“in a non-binding advisory vote held at the 2023 Annual Meeting, stockholders approved the frequency of future Say on Pay votes as set forth below: One Year Two Years Three Years Abstain Broker Non-Voters 19,528,395 28,320 340,814 19,469 737,667”
Earnings Releases

Distribution Solutions Group, Inc. reported second quarter ended June 30, 2023 results: revenue $378.0 million, EPS $0.14.

“• GAAP revenue was $378.0 million, an increase of $56.6 million or 17.6%, which included $43.4 million of additional revenue from companies acquired in 2022 and 2023 other than Lawson Products. 1 • GAAP operating income increased by $9.7 million from the prior year period to $13.8 million representing 3.6% of GAAP revenue. Adjusted EBITDA increased 26.7% from the prior year period to $40.1 million or 10.6% of revenue. • Diluted income per share was $0.14 for the quarter compared to a diluted loss per share of $0.23 in the year-ago quarter.”
M&A Transactions

Distribution Solutions Group, Inc. completed an acquisition involving HIS Company, Inc. Employee Stock Ownership Trust for $269,100,000, subject to certain adjustments, and an earn-out payment (closed 2023-06-08).

“On the Closing Date, the Transaction was consummated. In accordance with the Purchase Agreement, the Company acquired all of the Shares, on a cash-free, debt-free basis, for an aggregate purchase price equal to (1) $269,100,000, subject to certain adjustments set forth in the Purchase Agreement and (2) an earn-out payment (the “ Earn-Out Payment ”) payable pursuant to the terms of the Purchase Agreement.”
Material Agreements

Distribution Solutions Group, Inc. amended First Amendment to Amended and Restated Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent valued at $305 million Incremental Term Loan (effective 2023-06-08).

“On June 8, 2023 (the “ Closing Date ”), the Company and certain of its subsidiaries entered into the First Amendment to Amended and Restated Credit Agreement (the “ First Amendment ”), dated as of June 8, 2023 (the “ First Amendment Effective Date ”), which amends that certain Amended and Restated Credit Agreement, dated as of April 1, 2022 (as amended by the First Amendment, the “ Amended and Restated Credit Agreement ”), by and among the Company, certain subsidiaries of the Company as borrowers or guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-19 meeting.

“Proposal Four: The advisory, non-binding vote on the frequency of holding future advisory stockholder votes to approve the compensation of the Company’s named executive officers was approved to be every one year, and the voting was as follows: One Year Two Years Three Years Abstain Broker Non-Voters 19,528,395 28,320 340,814 19,469 737,667”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-19 meeting.

“Proposal Three: The advisory, non-binding vote on executive compensation was approved by the following vote: For Against Abstain Broker Non-Voters 19,908,094 7,947 957 737,667”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Ratification of BDO USA, LLP as independent registered public accounting firm for 2023 at the 2023-05-19 meeting.

“Proposal Two: BDO USA, LLP was ratified as the Company’s independent registered public accounting firm for 2023 by the following vote: For Against Abstain 20,653,212 1,401 52”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Election of Directors at the 2023-05-19 meeting.

“Proposal One: The following directors were elected to the Company’s Board of Directors (the “ Board ”), and the voting for each director was as follows: Nominee For Withheld Andrew B. Albert 19,347,650 1,307,015 I. Steven Edelson 19,878,621 776,044 Lee S. Hillman 19,876,438 778,227 J. Bryan King 19,619,864 1,034,801 Mark F. Moon 19,882,434 772,231 Bianca A. Rhodes 19,872,803 781,862 M. Bradley Wallace 19,907,372 747,293 Robert S. Zamarripa 19,906,378 748,287”
Material Agreements

Distribution Solutions Group, Inc. entered into Subscription Agent Agreement with Computershare Inc. and Computershare Trust Company, N.A. (effective 2023-05-08).

“On May 8, 2023, Distribution Solutions Group, Inc. (the “Company”) entered into a Subscription Agent Agreement (the “Subscription Agent Agreement”) with Computershare Inc. and Computershare Trust Company, N.A. (both, the “Subscription Agent”), pursuant to which the Company engaged the Subscription Agent as the subscription agent in connection with a proposed rights offering”
Earnings Releases

Distribution Solutions Group, Inc. reported first quarter ended March 31, 2023 results: revenue $348,270, EPS $0.28.

“results (unaudited). See reconciliation of GAAP to non-GAAP measures in tables 2 and 3. Three Months Ended March 31, (Dollars in thousands) 2023 2022 % Change GAAP Revenue $ 348,270 $ 154,085 126.0 % Pre-Merger Revenue(1) — 117,877 N/M Adjusted Revenue 348,270 271,962 28.1 % GAAP Operating Income 16,721 2,988 N/M Pre-Merger Operating Income(1) — 12,076 N/M”
Material Agreements

Distribution Solutions Group, Inc. entered into Purchase Agreement with HIS Company, Inc., HIS Company, Inc. Employee Stock Ownership Trust (as Seller), and Ellis Moseley (as Seller Representative) valued at $269,100,000 (effective 2023-03-30).

“On March 30, 2023, Distribution Solutions Group, Inc., a Delaware corporation (the “ Company ”), entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with HIS Company, Inc., a Texas corporation (“ Hisco ”), HIS Company, Inc. Employee Stock Ownership Trust (the “ Seller ”), which is maintained pursuant to and in connection with the HIS Company, Inc. Employee Stock Ownership Plan, acting through GreatBanc Trust Company, not in its corporate capacity, but solely in its capacity as trustee (the “ Trustee ”) of the Seller, and Ellis Moseley, solely in his capacity as the representative of the Seller (the “ Seller Representative ”), for the acquisition of all of the issued and outstanding capital stock of Hisco (the “ Shares ”) from the Seller (the “ Transaction ”).”
Earnings Releases

Distribution Solutions Group, Inc. reported fourth quarter ended December 31, 2022 results: revenue 328.9 million.

“GAAP revenue was $328.9 million, an increase of $199.6 million or 154.5%”

Ronald J. Knutson was appointed as Executive Vice President and Chief Financial Officer at Distribution Solutions Group, Inc..

“On January 27, 2023, Lawson Products, Inc., an Illinois corporation (the “Company”), a wholly-owned subsidiary of Distribution Solutions Group, Inc., a Delaware corporation (the “Registrant”), entered into an Employment Agreement with Ronald J. Knutson to serve as the Executive Vice President and Chief Financial Officer of the Registrant and the Executive Vice President and Chief Financial Officer of the Company.”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Approval of Amended and Restated 2009 Equity Compensation Plan at the 2022-11-15 meeting.

“Proposal Four: The Company's Amended and Restated 2009 Equity Compensation Plan was approved by the following vote: For Against Abstain Broker Non-Voters 16,776,036 1,396,213 2,734 582,370”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Advisory vote on executive compensation at the 2022-11-15 meeting.

“Proposal Three: The advisory, non-binding vote on executive compensation was approved by the following vote: For Against Abstain Broker Non-Voters 18,150,777 21,658 2,548 582,370”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Ratification of BDO USA, LLP as independent registered public accounting firm for 2022 at the 2022-11-15 meeting.

“Proposal Two: BDO USA, LLP was ratified as the Company's independent registered public accounting firm for 2022 by the following vote: For Against Abstain 18,729,961 2,465 24,927”
Shareholder Votes

Distribution Solutions Group, Inc. shareholders approved Proposal One: Election of Directors at the 2022-11-15 meeting.

“Proposal One: The following directors were elected and the voting for each director was as follows: Nominee For Withheld Andrew B. Albert 17,987,731 769,622 I. Steven Edelson 18,134,986 622,367 Lee S. Hillman 18,149,017 608,336 J. Bryan King 17,945,816 811,537 Mark F. Moon 18,137,543 619,810 Bianca A. Rhodes 18,142,037 615,316 Robert S. Zamarripa 18,160,856 596,497”
Earnings Releases

Distribution Solutions Group, Inc. reported the third quarter ended September 30, 2022 results: revenue $347,151, EPS $0.84.

“results (unaudited). See reconciliation of GAAP to non-GAAP measures in table 2. Three Months Ended September 30, (Dollars in thousands) 2022 2021 % Change GAAP Net Sales $ 347,151 $ 132,090 162.8 % Pre-Merger Sales(1) — 105,570 N/M Adjusted Net Sales 347,151 237,660 46.1 % GAAP Operating Income 22,027 5,491 301.1 % Pre-Merger Operating Income(1) — 4,620 N/M”

J. Bryan King was appointed as President and Chief Executive Officer at Distribution Solutions Group, Inc..

“On April 27, 2022, the Board of Directors of Lawson Products, Inc., a Delaware corporation (“ Lawson ”), appointed J. Bryan King (the Chairman of the Board of Directors of Lawson) to also serve as Lawson’s President and Chief Executive Officer, effective May 1, 2022.”

Michael G. DeCata retired as President and Chief Executive Officer at Distribution Solutions Group, Inc..

“On April 4, 2022, Mr. DeCata entered into an agreement pursuant to which he agreed to retire from his positions as President and Chief Executive Officer and as a member of the Board of Directors of Lawson Products, Inc., a Delaware corporation (“ Parent ”), on May 1, 2022.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.