# Distribution Solutions Group, Inc. (DSGR)

> Source: Nexqual · https://nexqual.com/DSGR · data as of 2026-10-28 20:00 UTC · cite as "Nexqual, Distribution Solutions Group, Inc. (DSGR), nexqual.com/DSGR" · informational, not investment advice.

## DSGR major shareholder filing: Schedule 13D/A, Jul 16, 2026
LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC, LKCM Investment Partnership, L.P., LKCM Micro-Cap Partnership, L.P. filed a Schedule 13D/A on Jul 16, 2026, reporting up to 78.70% of the class (more than 5% owner that may seek to influence the company). Item 4, Purpose of Transaction, quoted:

> On July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Eclipse Parent Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of HW4 ("Parent"), Eclipse Intermediate Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Intermediate"), and Eclipse Acquisitions Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Intermediate ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, and in accordance with applicable law, Merger Sub will merge with and into the Issuer (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, collectively, the "Transactions"), with the Issuer continuing as the surviving corporation, becoming a wholly owned subsidiary of Intermediate and an indirect wholly owned subsidiary of Parent. The Merger Agreement is attached hereto as Exhibit 1 and incorporated by reference herein. …

Source: https://www.sec.gov/Archives/edgar/data/703604/000119312526306298/0001193125-26-306298-index.htm

**Price:** USD 34.98 (-0.11% on the day) · last close of Oct 28, 2026; US market closed, not a live price. Prev close 35.02 · day 34.94–35.05 · 52w 19.02–35.3 · market cap $1.62B · NMS

## Key facts
- Last four reported quarters (through Jun 30, 2026): revenue $2.05B, net income $9.0M (0.4% margin), free cash flow $37.3M (SEC filings).
- Valuation: P/E 180.6x (avg 154.8x at the last 1 fiscal year-ends), EV/EBITDA 14.9x, net debt $663M.
- Analysts: Hold (mean 3.00 on a 1–5 scale) (2 analysts), mean target USD 35 (range 35–35).
- Total return with dividends: 1Y +17.5% vs S&P 500 +13.6%; 5Y +38.0% vs S&P 500 +79.8%.
- Next earnings: 2026-11-05, EPS estimate USD 0.5, revenue estimate $559M.

## Financials (SEC 10-K; TTM = last four 10-Q/10-K quarters)
| USD | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM |
|---|---|---|---|---|---|---|
| Revenue | $520M | $1.15B | $1.57B | $1.80B | $1.98B | $2.05B |
| Gross profit | $130M | $391M | $552M | $614M | $662M | — |
| Operating income | $11.4M | $41.8M | $43.0M | $56.0M | $78.3M | $72.8M |
| Net income | -$5.1M | $7.4M | -$9.0M | -$7.3M | $8.3M | $9.0M |
| EPS (diluted) | -$0.24 | $0.21 | -$0.20 | -$0.16 | $0.18 | — |
| Free cash flow | $7.3M | -$19.3M | $86.9M | $42.8M | $62.8M | $37.3M |
| Gross margin | 25.0% | 33.9% | 35.1% | 34.0% | 33.4% | — |
| Operating margin | 2.2% | 3.6% | 2.7% | 3.1% | 4.0% | 3.5% |
| Net margin | -1.0% | 0.6% | -0.6% | -0.4% | 0.4% | 0.4% |
| Revenue growth | +48.0% | +121.3% | +36.4% | +14.9% | +9.8% | — |
| Cash + short-term investments | $14.7M | $24.6M | $83.9M | $66.5M | $61.8M | — |
| Total debt | $228M | $412M | $568M | $734M | $700M | — |
Fiscal years end Dec. EPS is split-adjusted.

## Valuation (price ÷ last four quarters, through Jun 30, 2026)
P/E 180.6x · P/S 0.8x · EV/EBITDA 14.9x · EV/Sales 1.1x · P/FCF 43.4x · P/B 2.5x · FCF yield 2.31% · Earnings yield 0.55% · Net debt $663M · EV $2.28B
P/E at fiscal year-ends: Dec 2025 154.8x.

## Analysts
Consensus Hold (mean 3.00 on a 1–5 scale), 2 analysts; mean target USD 35 (low 35, high 35).
Rating changes, last 120 days:
| Date | Firm | Action | Rating | Price target |
|---|---|---|---|---|
| 2026-07-17 | Barrington Research | Downgrade | Outperform → Market Perform | $33 → $35 |

## Total return (dividends reinvested)
|  | 1Y (from 2025-10-29) | 5Y (from 2021-10-25) |
|---|---|---|
| Total return | +17.5% | +38.0% |
| S&P 500 (SPY) | +13.6% | +79.8% |
| Per year | +17.6% | +6.6% |
| Volatility (annualized) | 53.6% | 45.2% |
| Max drawdown | -38.0% (Feb 2026→Mar 2026) | -53.1% (Nov 2021→Oct 2022) |

## Peers (Industrial Distribution)
GIC (Global Industrial Company) USD 44.23 -0.83% · DXPE (DXP Enterprises, Inc.) USD 167.69 +0.07% · REZI (Resideo Technologies, Inc.) USD 18.31 +0.11% · DNOW (DNOW Inc.) USD 16.5 +0.67% · BXC (Bluelinx Holdings Inc.) USD 74.91 -1.90% · SITE (SiteOne Landscape Supply, Inc.) USD 104 +0.94%

## More
Full page: https://nexqual.com/DSGR · Free keyless MCP server with the same data and citations: https://mcp.nexqual.com/mcp · Guide for agents: https://nexqual.com/agents · https://nexqual.com/llms.txt

## Supply chain and relationships (SEC annual reports)

Named in DSGR's own 10-K filed 2026-03-05 (https://www.sec.gov/Archives/edgar/data/703604/000070360426000008/dsgr-20251231.htm):

| Relationship | Company | Sentence in the filing |
|---|---|---|
| Supplier | TestEquity Acquisition | "We believe that continued investments in e-commerce, rising demand from high-growth sectors like aerospace and telecommunications, and TestEquity's strong positioning as a preferred vendor amid supplier consolidation wil…" |
| Customer | Lawson Products | "Lawson's quality control department tests its product offerings to help ensure they meet our customers' specifications." |

## Revenue by business segment (quarter ended 2026-06-30)

| Line | Revenue | Share | YoY | Operating income | Op. margin |
|---|---|---|---|---|---|
| TestEquity | $229.0M | 41.1% | +17.4% | $10.8M | 4.7% |
| Gexpro Services | $140.1M | 25.1% | +9.7% | $14.5M | 10.4% |
| Lawson | $125.5M | 22.5% | +1.0% | $2.5M | 2.0% |
| Canada Branch Division | $63.7M | 11.4% | +14.1% | $3.8M | 6.0% |
| Total revenue | $557.7M | 100% | — | $27.9M | 5.0% |

## Revenue by region (quarter ended 2026-06-30)

| Line | Revenue | Share | YoY |
|---|---|---|---|
| United States | $405.0M | 72.6% | +9.1% |
| Canada | $83.6M | 15.0% | +12.4% |
| Latin America | $34.1M | 6.1% | +14.3% |
| Europe | $19.6M | 3.5% | +21.7% |
| Pacific Rim | $12.2M | 2.2% | +60.4% |
| Other | $3.8M | 0.7% | -3.4% |
| Total revenue | $557.7M | 100% | — |

## Company outlook (8-K filed 2026-08-06)

- "(5) Other non-recurring costs consist of certain non-recurring strategic projects, costs related to the proposed Merger and other non-recurring items. 10 Distribution Solutions Group, Inc."
- "(5) Other non-recurring costs consist of certain non-recurring strategic projects, costs related to the proposed Merger and other non-recurring items. 12 Distribution Solutions Group, Inc."
- "(5) Other non-recurring costs consist of certain non-recurring strategic projects, costs related to the proposed Merger and other non-recurring items."

## Analyst estimates and revisions

| Period | EPS est. | 90d ago | Change | Revenue est. | Analysts |
|---|---|---|---|---|---|
| Current quarter (ends 2026-09-30) | $0.49 | $0.45 | +10.8% | $558.6M | 2 |
| Next quarter (ends 2026-12-31) | $0.32 | $0.34 | -5.9% | $520.1M | 2 |
| Current fiscal year (ends 2026-12-31) | $1.53 | $1.45 | +5.5% | $2.13B | 2 |
| Next fiscal year (ends 2027-12-31) | $1.75 | $1.66 | +5.9% | $2.23B | 2 |

## Earnings history and stock reaction
| Results filed | Quarter | EPS | Consensus | Surprise | Stock reaction |
|---|---|---|---|---|---|
| — | Quarter ended Jun 30, 2026 | $0.47 | $0.41 | Beat +14.6% | — |
| — | Quarter ended Mar 31, 2026 | $0.24 | $0.28 | Miss −14.3% | — |
| — | Quarter ended Dec 31, 2025 | $0.18 | $0.32 | Miss −43.8% | — |
| — | Quarter ended Sep 30, 2025 | $0.40 | $0.40 | In line | — |
EPS as reported against the analyst consensus before the release; surprise uses the cent-rounded figures shown (in dollars when EPS and consensus have opposite signs). Stock reaction = close before the results to close after (the first close following a release after the bell or before the open).

## Recent SEC filings (last 120 days)
| Filed | Form | What it says | Filing |
|---|---|---|---|
| 2026-10-27 | DEFA14A | Additional proxy material | https://www.sec.gov/Archives/edgar/data/703604/000119312526434253/0001193125-26-434253-index.htm |
| 2026-10-27 | 8-K | Other material event — “As previously disclosed, on October 12, 2026, Lawson Products, Inc. ("Lawson" ) , an Illinois corporation and wholly owned subsidiary of Distribution Solutions Group, Inc., a Delaware corporation ("DSG" or the "Company"), entered into an Agreement and Plan of Merger (the "Grade Eight Merger Agreement") with GradeEight Holdings, LLC, a Delaware limited liability company ("GradeEight"), 301 Grade Eight Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Lawson (the "Grade Eight…” | https://www.sec.gov/Archives/edgar/data/703604/000119312526434245/0001193125-26-434245-index.htm |
| 2026-10-14 | DEFA14A | Additional proxy material | https://www.sec.gov/Archives/edgar/data/703604/000119312526421814/0001193125-26-421814-index.htm |
| 2026-10-14 | 8-K | Other material event — “On October 12, 2026, Lawson Products, Inc. ("Lawson" ) , an Illinois corporation and wholly owned subsidiary of Distribution Solutions Group, Inc., a Delaware corporation ("DSG" or the "Company"), entered into an Agreement and Plan of Merger (the "Grade Eight Merger Agreement") with GradeEight Holdings, LLC, a Delaware limited liability company ("GradeEight"), 301 Grade Eight Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Lawson (the "Grade Eight Merger Sub"), and SV-WD, LLC,…” | https://www.sec.gov/Archives/edgar/data/703604/000119312526421808/0001193125-26-421808-index.htm |
| 2026-10-08 | DEFA14A | Additional proxy material | https://www.sec.gov/Archives/edgar/data/703604/000119312526417258/0001193125-26-417258-index.htm |
| 2026-10-08 | 8-K | Regulation FD disclosure | https://www.sec.gov/Archives/edgar/data/703604/000119312526417257/0001193125-26-417257-index.htm |
| 2026-10-05 | DEFA14A | Additional proxy material | https://www.sec.gov/Archives/edgar/data/703604/000119312526413157/0001193125-26-413157-index.htm |
| 2026-10-05 | 8-K | Regulation FD disclosure | https://www.sec.gov/Archives/edgar/data/703604/000119312526413150/0001193125-26-413150-index.htm |
| 2026-09-10 | Schedule 13D/A | LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC, LKCM Investment Partnership, L.P.: 78.7% of shares, 5%+ holder that may seek to influence the company (amended) | https://www.sec.gov/Archives/edgar/data/703604/000119312526387838/0001193125-26-387838-index.htm |
| 2026-09-10 | DEFA14A | Additional proxy material | https://www.sec.gov/Archives/edgar/data/703604/000119312526387198/0001193125-26-387198-index.htm |
| 2026-09-10 | 8-K | Regulation FD disclosure | https://www.sec.gov/Archives/edgar/data/703604/000119312526387187/0001193125-26-387187-index.htm |
| 2026-08-06 | 10-Q | Quarterly report · period ended Jun 30, 2026 | https://www.sec.gov/Archives/edgar/data/703604/000070360426000041/0000703604-26-000041-index.htm |
| 2026-08-06 | 8-K | Quarterly results | https://www.sec.gov/Archives/edgar/data/703604/000070360426000040/0000703604-26-000040-index.htm |
| 2026-07-16 | Schedule 13D/A | LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC, LKCM Investment Partnership, L.P.: 78.7% of shares, 5%+ holder that may seek to influence the company (amended) — “On July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Eclipse Parent Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of HW4 ("Parent"), Eclipse Intermediate Acquisitions, LLC, a…” | https://www.sec.gov/Archives/edgar/data/703604/000119312526306298/0001193125-26-306298-index.htm |
Source: SEC EDGAR. Quotes are the opening words of each item as filed.