Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 8.01, 9.01 · 8-K

Distribution Solutions Group, Inc.

DSGRNASDAQEQUITYCurrent

Other Events

Item 8.01 Other Events. 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…

Filed Oct 14, 2026Accepted Oct 14, 2026, 5:15 PM EDTCIK 703604Accession 0001193125-26-421808
Share

Company context

DSG is a premier multi-platform specialty distribution company providing high-touch, value-added distribution solutions to the maintenance, repair & operations (MRO), original equipment manufacturer (OEM) and industrial technologies markets. DSG was formed through the strategic combination of Lawson Products, a leader in MRO distribution of C-parts, including the Canada Branch Division; Gexpro Services, a leading global supply chain services provider to manufacturing customers; and TestEquity, a leader in electronic test & measurement and supply solutions.

Current securities

Historical securities (1)

Recent company filings

  1. DEFA14A filingOct 14, 2026
  2. DEFA14A filingOct 8, 2026
  3. Regulation FD DisclosureOct 8, 2026
  4. DEFA14A filingOct 5, 2026
  5. Regulation FD DisclosureOct 5, 2026

Registered securities in this filing

DISTRIBUTION SOLUTIONS GROUP, INC. · 8-K · Filed 2026-10-14

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, $1.00 par value

Symbol
DSGR
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-10-12_to_2026-10-12

Dimensions: Not supplied

Accession 000119312526421808 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. 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, a Delaware limited liability company, solely in its capacity as unitholder representative, pursuant to which Lawson will acquire GradeEight, by means of a merger of the Grade Eight Merger Sub with and into GradeEight (the “Grade Eight Merger”), with GradeEight continuing as the surviving limited liability company and wholly owned subsidiary of Lawson (as such, the “Surviving Company”). The total amount to be paid by Lawson in the transaction is approximately $145 million, subject to certain adjustments set forth in the Grade Eight Merger Agreement (the “Purchase Price”). The Grade Eight Merger is not subject to any financing condition or contingency, and Lawson expects to fund the Purchase Price with borrowings under DSG’s existing $400 million revolving credit facility and available cash. The consummation of the Grade Eight Merger is subject to certain closing and termination conditions customary for transactions similar to the Grade Eight Merger. On October 13, 2026, the Company issued a press release announcing the entry of Lawson into the Grade Eight Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. Additional Information About the Merger and Where to Find It On July 15, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Eclipse Parent Acquisitions, LLC, a Delaware limited liability company (“Parent”), Eclipse Intermediate Acquisitions, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Intermediate”), and Eclipse Acquisitions Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Intermediate (“Merger Sub”). Parent, Intermediate, and Merger Sub were formed by, and are affiliated with, LKCM Headwater Investments, LLC (“LKCM Headwater”), J. Bryan King, and their respective affiliates. Mr. King is the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors and is also the Managing Partner of LKCM Headwater. LKCM Headwater and its affiliates beneficially own, in the aggregate, approximately 78.5% of the outstanding shares of the Company’s common stock, par value $1.00 per share (the “Company Common Stock”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, and in accordance with the Delaware General Corporation Law (the “DGCL”), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation, becoming a wholly owned subsidiary of Intermediate and an indirect wholly owned subsidiary of Parent. Upon completion of the Merger, the Company will become a privately held company, and the Company Common Stock will no longer be listed on Nasdaq. The Merger is subject to customary closing conditions, including obtaining the requisite approval of the Company’s stockholders. In connection with the Merger, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”). Additionally, on September 1, 2026, in connection with the Merger, the Company, LKCM and certain of their respective affiliates jointly filed with the SEC a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). The Proxy Statement and a proxy card will be sent or otherwise made available to stockholders of the Company entitled to vote at the special meeting relating to the Merger. This communication is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document that the Company may file with the SEC in connection with the Merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors and security holders will be able to obtain copies of the Proxy Statement, the Schedule 13E-3 and other documents filed with the SEC by the Company free of charge from the SEC’s website at www.sec.gov or from the Company’s website. Participants in the Solicitation The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Merger. Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for its most recent annual meeting (the “Annual Proxy Statement”) of stockholders and in other documents filed by the Company with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Merger are included in the Schedule 13E-3 and will also be included in the Proxy Statement and other materials to be filed with SEC in connection with the Merger. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.
Filed exhibits (1)
EX-99.1 (by filename) d172705dex991.htm

Exhibit 99.1 Distribution Solutions Group Announces Strategic Acquisition of Winzer and FastServ Supply Expands MRO Distribution Network through Enhanced Customer Reach and Geographic Coverage FORT WORTH, Texas, October 13, 2026 - Distribution Solutions Group, Inc. (NASDAQ: DSGR) (“DSG” or the “Company”), a premier specialty distribution company, today announced a definitive agreement to acquire GradeEight Holdings, LLC (“GradeEight”), a multi-brand MRO distribution platform utilizing a national network of franchisees under Winzer Corporation (“Winzer”), and retail-facing storefronts through FastServ Supply located in Texas and Arkansas. Founded in 1978, Winzer is a principal operating company of GradeEight Holdings, LLC. Through its MRO distribution model, Winzer serves customers across all 50 states, Puerto Rico, Mexico, and Canada, supported by distribution facilities in Texas and Michigan. A key differentiator of the business is its network of more than 270 franchisees, serving approximately 12,000 customers and providing access to a product portfolio of over 65,000 SKUs. In addition to its MRO distribution operations, GradeEight operates FastServ Supply, a brick-and-mortar…

Open exhibit ↗

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.