Form 8-K
8-K — Distribution Solutions Group, Inc.
Accession: 0000703604-26-000023
Filed: 2026-04-30
Period: 2026-04-30
CIK: 0000703604
SIC: 5080 (WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — laws-20260430.htm (Primary)
EX-99.1 (a2026q1pressrelease.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: laws-20260430.htm · Sequence: 1
laws-20260430
0000703604FALSE00007036042026-04-302026-04-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2026
DISTRIBUTION SOLUTIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-10546
36-2229304
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
301 Commerce Street, Suite 1700, Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (888) 611-9888
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, $1.00 par value DSGR
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 30, 2026, Distribution Solutions Group, Inc. issued a press release announcing its first quarter 2026 results. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued on April 30, 2026
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DISTRIBUTION SOLUTIONS GROUP, INC.
(Registrant)
Date:
April 30, 2026
By: /s/ Ronald J. Knutson
Name: Ronald J. Knutson
Title: Executive Vice President, Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit Number Description
99.1
Press Release Issued April 30, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
EX-99.1
EX-99.1
Filename: a2026q1pressrelease.htm · Sequence: 2
Document
Distribution Solutions Group Announces
2026 First Quarter Results
Company Achieved 3.8% First Quarter Revenue Growth
FORT WORTH, TEXAS, April 30, 2026 - Distribution Solutions Group, Inc. (NASDAQ:DSGR) ("DSG" or the "Company"), a premier specialty distribution company, today announced consolidated results for the first quarter ended March 31, 2026. This press release is supplemented by an earnings presentation at https://investor.distributionsolutionsgroup.com/news/events.
The following represents a summary of certain operating results (unaudited). See 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 (loss)
$ 382 $ 3,260 (88.3) % $ (6,371) 106.0 %
Non-GAAP adjusted EBITDA $ 37,833 $ 42,786 (11.6) % $ 35,437 6.8 %
Operating income (loss) as a percent of revenue 2.7% 4.2% -150bps 1.6% 110bps
Adjusted EBITDA as a percent of revenue 7.6% 9.0% -140bps 7.4% 20bps
Distribution Solutions Group delivered improved revenue and sequential profitability growth in the first quarter. Revenue increased 3.8% year-over-year to $496.0 million, driven by organic sales growth of 3.6% with daily sales improvement across all of the verticals. The first quarter acquisition of Eastern Valve contributed $0.8 million for the partial quarter.
As signaled earlier, the first quarter was going to be under some margin pressures. Profitability improved sequentially on higher sales with positive momentum exiting the fourth quarter. Adjusted EBITDA margin as a percentage of sales was 7.6%, a sequential improvement of 20bps, while a sequential improvement in operating income to $13.6 million drove adjusted earnings per share by 6 cents to $0.24. The Company estimates that certain timing and isolated expenses, as well as fewer selling days in the quarter, negatively impacted adjusted EBITDA as a percent of revenues by approximately 70bps for the quarter. Excluding these items, adjusted EBITDA would have been 8.3% for the quarter.
Total available liquidity was $415 million at quarter end. During the quarter, DSG closed on the acquisition of Eastern Valve & Control Specialties Ltd., a provider of industrial valve products and related services supporting customers across Atlantic Canada. Eastern Valve was acquired to scale and expand DSG’s operating footprint in the Canadian market.
2026 First Quarter Summary(1)
•Revenue increased $18.0 million or 3.8% to $496.0 million, primarily driven by organic sales growth of 3.6% and $0.8 million of incremental revenue from the acquisition closed in the first quarter of 2026. Sequentially, organic sales grew 2.8% with organic average daily sales growing 3.7% over the fourth quarter of 2025. Gross margin decreased from 34.3% to 32.9% primarily due to customer and vertical sales mix shifts and higher tariff rates on inbound shipments partially offset by pricing benefits realized.
•Operating income was $13.6 million, net of $11.0 million of non-cash acquired intangible amortization and $4.5 million of non-recurring severance and acquisition-related retention costs,
1
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 which is net of $11.6 million of intangible amortization and $2.7 million of non-recurring items. Adjusted operating income, excluding these non-cash and non-recurring items, was $29.1 million in the current quarter compared to $34.4 million in the year-ago quarter and $26.5 million in the fourth quarter of 2025.
•Net income was $0.4 million for the quarter compared to net income of $3.3 million in the year-ago quarter.
•Adjusted EBITDA was $37.8 million, or 7.6% of sales, compared to $42.8 million, or 9.0% of sales in the prior year quarter and $35.4 million or 7.4% of sales in the fourth quarter of 2025.
•Diluted net earnings per share was $0.01 for the quarter compared to diluted net earnings per share of $0.07 in the year-ago quarter. Non-GAAP adjusted diluted earnings per share was $0.24 compared to $0.31 for the same period a year ago and $0.18 for the fourth quarter of 2025.
•Cash used in operations was $20.4 million for the quarter. Uses of cash for the quarter included net capital expenditures of $5.6 million.
•The Company ended the quarter with total liquidity of $415.2 million, consisting of $65.0 million of cash (restricted and unrestricted) and $350.2 million available under its credit facility with net debt leverage of 3.8x.
•Completed the acquisition of Eastern Valve & Control Specialties Ltd., a provider of industrial valve products and related services supporting customers across Atlantic Canada.
(1) See reconciliation of GAAP to non-GAAP measures in tables 2, 3 and 4.
About Distribution Solutions Group, Inc.
Distribution Solutions Group ("DSG") is a premier multi-platform specialty distribution company providing high touch, value-added distribution solutions to the maintenance, repair & operations (MRO), the original equipment manufacturer (OEM) and the industrial technologies markets. DSG was formed through the strategic combination of Lawson Products, a leader in MRO distribution of C-parts, Gexpro Services, a leading global supply chain services provider to manufacturing customers, and TestEquity, a leader in electronic test & measurement solutions.
Through its collective businesses, DSG is dedicated to helping customers lower their total cost of operation by increasing productivity and efficiency with the right products, expert technical support and fast, reliable delivery to be a one-stop solution provider. DSG serves approximately 220,000 customers in several diverse end markets supported by approximately 4,300 dedicated employees and strong vendor partnerships. DSG ships from strategically located distribution and service centers to customers in North America, Europe, Asia, South America and the Middle East.
For more information on Distribution Solutions Group, please visit www.distributionsolutionsgroup.com.
This release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the "safe-harbor" provisions under the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. The Terms "aim," "anticipate," "believe," "contemplates," "continues," "could," "ensure," "estimate," "expect," "forecasts," "if," "intend," "likely," "may," "might," "objective," "outlook," "plan," "positioned," "potential," "predict," "probable," "project," "shall," "should," "strategy," "will," "would," and variations of them and other words and terms of similar meaning and expression (and the negatives of such words and terms) are intended to identify forward-looking statements.
2
Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks, uncertainties and assumptions, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. DSG can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and DSG cautions readers not to place undue reliance on such statements. DSG undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise. Each forward-looking statement speaks only as of the date on which such statement is made, and DSG undertakes no obligation to update any such statement to reflect events or circumstances arising after such date. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Factors that could cause or contribute to such differences or that might otherwise impact DSG's business, financial condition and results of operations include the risks that DSG may encounter difficulties integrating the business of DSG with the business of other companies that DSG has combined with or may otherwise combine with and that certain assumptions with respect to such business or transactions could prove to be inaccurate. Certain risks associated with DSG's business are also discussed from time to time in the reports DSG files with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K or other reports the Company may file from time to time with the Securities and Exchange Commission, which should be reviewed carefully.
-TABLES FOLLOW-
3
Distribution Solutions Group, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share data)
(Unaudited)
March 31,
2026 December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents $ 52,729 $ 61,753
Restricted cash 12,268 13,573
Accounts receivable, less allowances 306,700 271,331
Inventories 373,512 353,374
Prepaid expenses and other current assets 45,699 46,893
Total current assets 790,908 746,924
Property, plant and equipment, net 126,792 126,605
Rental equipment, net 39,230 38,956
Goodwill 474,529 467,905
Deferred tax asset, net
2,205 1,196
Customer relationships intangibles, net 138,569 143,503
Trade names and other intangibles, net 79,542 82,552
Cash value of life insurance 21,424 21,567
Right of use operating lease assets 108,938 111,117
Other assets 7,867 8,296
Total assets $ 1,790,004 $ 1,748,621
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 167,929 $ 151,234
Current portion of long-term debt 35,422 35,470
Current portion of lease liabilities 20,913 20,624
Accrued expenses and other current liabilities 76,830 84,137
Total current liabilities 301,094 291,465
Long-term debt, less current portion, net 696,668 664,196
Lease liabilities 96,412 98,821
Deferred tax liability, net
22,506 20,147
Other liabilities 25,217 24,645
Total liabilities
1,141,897 1,099,274
Stockholders' equity:
Preferred stock, $1 par value:
Authorized - 500,000 shares, issued and outstanding — None — —
Common stock, $1 par value:
Authorized - 70,000,000 shares
Issued - 47,876,937 and 47,860,312 shares, respectively
Outstanding - 46,192,457 and 46,180,700 shares, respectively
46,192 46,180
Capital in excess of par value 688,619 686,183
Retained deficit (33,312) (33,694)
Treasury stock – 1,684,480 and 1,679,612 shares, respectively
(44,063) (43,998)
Accumulated other comprehensive income (loss) (9,329) (5,324)
Total stockholders' equity 648,107 649,347
Total liabilities and stockholders' equity $ 1,790,004 $ 1,748,621
4
Distribution Solutions Group, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
2026 2025
Revenue $ 495,995 $ 478,029
Cost of goods sold 332,656 314,049
Gross profit 163,339 163,980
Selling, general and administrative expenses 149,709 143,883
Operating income (loss) 13,630 20,097
Interest expense (12,171) (14,215)
Change in fair value of earnout liabilities — (1,000)
Other income (expense), net (702) 632
Income (loss) before income taxes 757 5,514
Income tax expense (benefit) 375 2,253
Net income (loss) $ 382 $ 3,261
Basic income (loss) per share of common stock $ 0.01 $ 0.07
Diluted income (loss) per share of common stock $ 0.01 $ 0.07
Basic weighted average shares outstanding 46,190,598 46,601,426
Diluted weighted average shares outstanding 47,030,280 47,400,378
5
Distribution Solutions Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Three Months Ended March 31,
2026 2025
Operating activities
Net income (loss) $ 382 $ 3,261
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization 19,724 19,979
Amortization of debt issuance costs 439 902
Stock-based compensation 2,424 974
Deferred income taxes (31) 476
Change in fair value of earnout liabilities — 1,000
(Gain) loss on sale of rental equipment (1,438) (1,026)
(Gain) loss on sale of property, plant and equipment 80 (15)
Charge for step-up of acquired inventory 24 —
Net realizable value adjustment and write-offs for obsolete and excess inventory 1,135 1,779
Bad debt expense 1,007 437
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (32,943) (29,587)
Inventories (21,251) (1,822)
Prepaid expenses and other current assets 102 (4,965)
Accounts payable 16,295 7,735
Accrued expenses and other current liabilities (5,926) (2,957)
Other changes in operating assets and liabilities (382) (933)
Net cash provided by (used in) operating activities (20,359) (4,762)
Investing activities
Purchases of property, plant and equipment (3,364) (5,646)
Proceeds from sale of property, plant and equipment — 990
Business acquisitions, net of cash acquired (16,241) —
Purchases of rental equipment (5,548) (2,861)
Proceeds from sale of rental equipment 3,329 2,464
Net cash provided by (used in) investing activities (21,824) (5,053)
Financing activities
Proceeds from revolving lines of credit 139,496 93,502
Payments on revolving lines of credit (98,474) (65,334)
Payments on term loans (8,750) (10,063)
Repurchase of common stock 3 (11,203)
Shares repurchased held in treasury (70) —
Stock option exercises — 877
Payment of financing lease principal (159) (146)
Net cash provided by (used in) financing activities 32,046 7,633
Effect of exchange rate changes on cash and cash equivalents (192) 493
Increase (decrease) in cash, cash equivalents and restricted cash (10,329) (1,689)
Cash, cash equivalents and restricted cash at beginning of period 75,326 81,726
Cash, cash equivalents and restricted cash at end of period $ 64,997 $ 80,037
Cash and cash equivalents $ 52,729 $ 65,442
Restricted cash 12,268 14,595
Total cash, cash equivalents and restricted cash $ 64,997 $ 80,037
6
Distribution Solutions Group, Inc.
Table 1 - Selected Segment Financial Data
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
2026 2025
Revenue:
Lawson Products $ 123,736 $ 120,462
Canada Branch Division 51,022 50,543
Gexpro Services 117,648 118,905
TestEquity 204,176 188,773
Intersegment revenue elimination (587) (654)
Total $ 495,995 $ 478,029
Operating income (loss):
Lawson Products $ 3,056 $ 6,316
Canada Branch Division 386 651
Gexpro Services 8,401 11,241
TestEquity 4,047 4,130
All Other (2,260) (2,241)
Total $ 13,630 $ 20,097
7
DISTRIBUTION SOLUTIONS GROUP, INC.
SEC REGULATION G GAAP RECONCILIATIONS
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, the Company's management believes that certain non-GAAP financial measures may provide users of this financial information with additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflections of underlying trends of the business because they provide a comparison of historical information that excludes certain non-operational or non-cash items that impact the overall comparability. See Tables below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three months ended March 31, 2026 and 2025 and the three months ended December 31, 2025. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.
Distribution Solutions Group, Inc.
Table 2 - Reconciliation of GAAP Net Income (Loss) and GAAP Operating Income (Loss) to
Non-GAAP Adjusted EBITDA
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31, December 31,
2026 2025 2025
Net income (loss) $ 382 $ 3,261 $ (6,371)
Income tax expense (benefit) 375 2,253 25
Other income (expense), net 702 (632) 1,123
Change in fair value of earnout liabilities — 1,000 —
Interest expense 12,171 14,215 12,944
Operating income (loss) 13,630 20,097 7,721
Depreciation and amortization 19,724 19,979 20,520
Stock-based compensation(1)
2,424 974 2,048
Severance and acquisition related retention expenses(2)
1,141 1,628 1,403
Acquisition related costs(3)
753 108 178
Inventory step-up(4)
24 — —
Other non-recurring(5)
137 — 3,567
Non-GAAP adjusted EBITDA $ 37,833 $ 42,786 $ 35,437
Operating income (loss) as a percent of revenue 2.7% 4.2% 1.6%
Adjusted EBITDA as a percent of revenue 7.6% 9.0% 7.4%
(1)Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company's stock price.
(2)Includes severance expense for actions taken not related to a formal restructuring plan and acquisition related retention expenses.
(3)Transaction and integration costs related to acquisitions.
(4)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.
(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.
8
Distribution Solutions Group, Inc.
Table 3 - Reconciliation of GAAP Net Income (Loss) and GAAP Diluted EPS to
Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted EPS
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended
March 31, 2026 March 31, 2025 December 31, 2025
Amount
Diluted EPS(2)
Amount
Diluted EPS(2)
Amount
Diluted EPS(2)
Net income (loss) $ 382 $ 0.01 $ 3,261 $ 0.07 $ (6,371) $ (0.14)
Pretax adjustments:
Stock-based compensation 2,424 0.05 974 0.02 2,048 0.04
Acquisition related costs 753 0.02 108 — 178 —
Amortization of intangible assets 11,004 0.23 11,585 0.24 11,600 0.25
Severance and acquisition related retention expenses 1,141 0.02 1,628 0.03 1,403 0.03
Change in fair value of earnout liabilities — — 1,000 0.02 — —
Inventory step-up 24 — — — — —
Other non-recurring 137 — — — 3,567 0.08
Total pretax adjustments 15,483 0.32 15,295 0.31 18,796 0.40
Tax effect on adjustments(1)/(3)
(4,423) (0.09) (4,044) (0.07) (5,020) (0.10)
Deferred tax asset valuation allowance(3)/(4)
47 — 190 — 1,085 0.02
Non-GAAP adjusted net income $ 11,489 $ 0.24 $ 14,702 $ 0.31 $ 8,490 $ 0.18
(1)The adjustment to the income tax expense (benefit) is determined by excluding the non-GAAP adjustments by jurisdiction.
(2)Pretax adjustments to diluted EPS calculated on 47.030 million, 47.400 million and 46.199 million diluted shares for the first quarter of 2026 and 2025, and the fourth quarter of 2025, respectively.
(3)The quarter-to-date amounts are derived from the current period year-to-date amount less the previous quarter year-to-date amount.
(4)The estimated impact to the deferred tax asset valuation allowance from interest expense limitations under Section 163(j) determined by including the non-GAAP adjustments by jurisdiction.
9
Distribution Solutions Group, Inc.
Table 4 - Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Adjusted Operating Income
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31, December 31,
2026 2025 2025
Operating income (loss) $ 13,630 $ 20,097 $ 7,721
Gross profit adjustments:
Inventory step-up(1)
24 — —
Total gross profit adjustments 24 — —
Selling, general and administrative expenses adjustments:
Acquisition related costs(2)
753 108 178
Amortization of intangible assets
11,004 11,585 11,600
Stock-based compensation(3)
2,424 974 2,048
Severance and acquisition related retention expenses(4)
1,141 1,628 1,403
Other non-recurring(5)
137 — 3,567
Total selling, general and administrative adjustments 15,459 14,295 18,796
Total adjustments 15,483 14,295 18,796
Non-GAAP adjusted operating income $ 29,113 $ 34,392 $ 26,517
(1)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.
(2)Transaction and integration costs related to acquisitions.
(3)Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company's stock price.
(4)Includes severance expense for actions taken not related to a formal restructuring plan and acquisition related retention expenses.
(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.
10
Distribution Solutions Group, Inc.
Table 5 - Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Adjusted EBITDA
Q1 2026 and Q1 2025
(Dollars in thousands)
(Unaudited)
Lawson Products Gexpro Services TestEquity Canada Branch Division All Other Eliminations Consolidated DSG
Quarter Ended Q1 2026 Q1 2025 Q1 2026 Q1 2025 Q1 2026 Q1 2025 Q1 2026 Q1 2025 Q1 2026 Q1 2025 Q1 2026 Q1 2025 Q1 2026 Q1 2025
Revenue from external customers $ 123,689 $ 120,440 $ 117,543 $ 118,593 $ 203,764 $ 188,456 $ 50,999 $ 50,540 $ — $ — $ — $ — $ 495,995 $ 478,029
Intersegment revenue 47 22 105 312 412 317 23 3 — — (587) (654) — —
Revenue $ 123,736 $ 120,462 $ 117,648 $ 118,905 $ 204,176 $ 188,773 $ 51,022 $ 50,543 $ — $ — $ (587) $ (654) $ 495,995 $ 478,029
Operating income (loss)
$ 3,056 $ 6,316 $ 8,401 $ 11,241 $ 4,047 $ 4,130 $ 386 $ 651 $ (2,260) $ (2,241) $ 13,630 $ 20,097
Depreciation and amortization 6,714 6,552 3,129 3,453 8,280 8,128 1,601 1,846 — — 19,724 19,979
Adjustments:
Acquisition related costs(1) 24 102 36 265 50 (293) 643 — — 34 753 108
Stock-based compensation(2) 938 523 365 — 688 168 — — 433 283 2,424 974
Severance and acquisition related retention expenses(3) 745 814 96 16 181 678 119 119 — 1 1,141 1,628
Inventory step-up(4) — — — — — — 24 — — — 24 —
Other non-recurring(5) 92 — — — — — 45 — — — 137 —
Non-GAAP adjusted EBITDA
$ 11,569 $ 14,307 $ 12,027 $ 14,975 $ 13,246 $ 12,811 $ 2,818 $ 2,616 $ (1,827) $ (1,923) $ 37,833 $ 42,786
Operating income (loss) as a percent of revenue
2.5% 5.2% 7.1% 9.5% 2.0% 2.2% 0.8% 1.3% N/M N/M 2.7% 4.2%
Adjusted EBITDA as a percent of revenue
9.3% 11.9% 10.2% 12.6% 6.5% 6.8% 5.5% 5.2% N/M N/M 7.6% 9.0%
(1)Transaction and integration costs related to acquisitions.
(2)Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company's stock price.
(3)Includes severance expense from actions taken not related to a formal restructuring plan and acquisition related retention expenses.
(4)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.
(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.
N/M - Not meaningful
11
Contact
Company:
Distribution Solutions Group, Inc.
Ronald J. Knutson
Executive Vice President, Chief Financial Officer and Treasurer
1-888-611-9888
Investor Relations:
Three Part Advisors, LLC
Steven Hooser / Sandy Martin
214-872-2710 / 214-616-2207
12
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Filename: R1.htm · Sequence: 7
v3.26.1
Cover
Apr. 30, 2026
Cover [Abstract]
Document Type
8-K
Document Period End Date
Apr. 30, 2026
Entity Registrant Name
DISTRIBUTION SOLUTIONS GROUP, INC.
Amendment Flag
false
Entity Central Index Key
0000703604
Entity Incorporation, State or Country Code
DE
Entity File Number
0-10546
Entity Tax Identification Number
36-2229304
Entity Address, Address Line One
301 Commerce Street,
Entity Address, Address Line Two
Suite 1700,
Entity Address, City or Town
Fort Worth,
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
76102
City Area Code
(888)
Local Phone Number
611-9888
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
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Title of 12(b) Security
Common stock, $1.00 par value
Trading Symbol
DSGR
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
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Cover page.
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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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No definition available.
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- Definition
Address Line 1 such as Attn, Building Name, Street Name
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Address Line 2 such as Street or Suite number
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Name of the City or Town
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Code for the postal or zip code
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- Definition
Name of the state or province.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
-Number 240
-Section 14d
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Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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