What changed in this filing

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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-07 · 69 added, 77 removed, 171 unchanged (46% of the section changed)

11 unchanged sentences

Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

The Company has excluded HIS Company, Inc., a wholly-owned subsidiary, from the scope of management’s report on internal control over financial reporting, representing approximately 14% of total assets (excluding goodwill and intangible assets, which were integrated into the Company's control environment) as of December 31, 2023 and 15% of revenue for the year then ended.

Given the timing of the Source Atlantic Transaction, the S&S Automotive Transaction and the TCR Transaction and the complexity of systems and business processes, the Company has excluded Source Atlantic, S&S Automotive and Tech-Component Resources Pte Ltd, wholly-owned subsidiaries, from the scope of management’s report on internal control over financial reporting, representing approximately $114.5 million of total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) as of December 31, 2024 and $99.0 million of revenue for the year then ended.

Changes in Internal Control over Financial Reporting

As previously disclosed under “Item 9A – Controls and Procedures” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, management concluded that its internal control over financial reporting was not effective based on the material weakness identified.

Specifically, in our TestEquity operating segment, we did not have sufficient technical accounting resources and personnel (i) to help ensure proper application of GAAP in the accounting for certain areas primarily related to accounting for business acquisitions and the disposal of rental equipment, or (ii) to effectively design and execute our process level controls around (a) revenue recognition, (b) account reconciliations, (c) accounting policies, and (d) proper segregation of duties.

Although these control deficiencies did not result in any material misstatement of our consolidated financial statements, it could lead to a material misstatement of account balances or disclosures.

As of December 31, 2023, the Company has completed remediation of the following previously reported material weakness and based on the results of its internal control evaluation, management concluded that our internal control over financial reporting is effective as of December 31, 2023.

The Company’s remediation efforts are described below.

Except as otherwise described herein, there was no change in our internal control over financial reporting that occurred during the fourth quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation of Material Weakness in Internal Control over Financial Reporting

Management has performed and implemented the necessary actions and controls to remediate the material weakness:

Accounting Expertise and Personnel

• Hired experienced professionals to enhance the depth and competence of our accounting and finance team.

• Reassigned responsibilities between operating segments to increase the number of critical accounting oversight roles, which strengthened the oversight and review procedures over segregation of duties, financial reporting, and internal controls.

• Centralized technical accounting expertise at the corporate level to oversee complex accounting transactions and review operating segment financial statements.

• Expanded training to include internal control workshops designed to improve control awareness and educate all applicable personnel, in addition to one-on-one training sessions on account reconciliations and other critical review procedures, including the completeness and accuracy over information produced by the Company.

Accounting Policies and Controls

• Established and communicated the financial reporting “Vision, Mission and Values”, which defines expectations related to strong internal controls governance, and reliable and accurate financial reporting.

• Strengthened and drafted critical accounting policies, specifically within complex, non-routine transactions, revenue recognition and accounting for business acquisitions, and developed processes and controls to verify accounting procedures.

• Implemented delegation of authority procedures to assign appropriate authorized reviewers.

• Designed and implemented entity-level monitoring controls to improve corporate oversight over the review and preparation of complete and accurate financial information.

• Designed and implemented review controls over the completeness and accuracy of key inputs provided to and outputs provided by third-party specialists who provide expertise on business combinations

• Performed thorough accounts reconciliations, including thorough review of noted differences.

Segregation of Duties

• Evaluated logical access and eliminated known high-risk segregation of duties conflicts.

• Established a standard framework governing the segregation of incompatible duties across the Company.

• Designed various processes and controls to adequately segregate job responsibilities and system access and implemented applicable mitigating internal controls.

• Designed and implemented periodic access review controls to monitor user access and identify segregation of duties conflict issues.

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect all control issues or misstatements, accordingly, our controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our control system are met.

Projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Board of Directors and Stockholders

Distribution Solutions Group, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Distribution Solutions Group, Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

We have audited the internal control over financial reporting of Distribution Solutions Group, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control – Integrated Framework issued by COSO.

9 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of HIS Company, Inc., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 14 and 15 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

As indicated in Management’s Report, HIS Company, Inc., was acquired during 2023.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of HIS Company, Inc.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of S&S Automotive Inc., Source Atlantic Limited and Tech-Component Resources Pte Ltd, wholly owned subsidiaries, whose financial statements reflect total assets and revenues constituting 7 and 5 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As indicated in Management’s Report, S&S Automotive Inc., Source Atlantic Limited and Tech-Component Resources Pte Ltd, were acquired during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of S&S Automotive Inc., Source Atlantic Limited and Tech-Component Resources Pte Ltd.

Definition and limitations of internal control over financial reporting

6 unchanged sentences

/s/ GRANT THORNTON LLP

Los Angeles, California

Dallas, Texas

March 6, 2025

5 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item is set forth in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024, under the caption “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is incorporated herein by reference.

The information required by this Item will be set forth in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders to be held on May 22, 2025, under the captions “Proposal One--Election of Directors,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is incorporated herein by reference.

Executive Officers

The information required by this Item is set forth under the caption Item 1 — Business under “Information About Our Executive Officers.”

The information required by this Item is set forth in Item 1 of Part I of this report, under the caption “Information About Our Executive Officers.”

Audit Committee

Information on the Company’s Audit Committee is contained under the caption “Board of Directors Meetings and Committees” in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024, which is incorporated herein by reference.

The Board of Directors has determined that Lee Hillman, member of the Audit Committee of the Board of Directors, qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and that Mr.

Information on the Company’s Audit Committee required by this Item will be contained under the caption “Board of Directors Meetings and Committees” in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 22, 2025, which information is incorporated herein by reference.

The Board of Directors has determined that Lee Hillman, a member of the Audit Committee of the Board of Directors, qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and that Mr.

Hillman is “independent” as the term is defined in the listing standards of the Nasdaq Global Select Market.

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The Company will provide any persons with a copy of its Code of Business Conduct without charge upon written request directed to the Company’s Secretary at the Company’s address.

Insider Trading Policies and Procedures

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons.

The policy also applies to the Company.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and NASDAQ listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Form 10-K.

The remaining information required by this Item 10 will be set forth in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders to be held on May 22, 2025, under the caption “Corporate Governance,” which information is incorporated herein by reference.

EXECUTIVE COMPENSATION.

The information required by this Item is set forth in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024, under the caption “Remuneration of Executive Officers,” which information is incorporated herein by reference.

The information required under this Item will be set forth in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders to be held on May 22, 2025, under the captions “Compensation Discussion and Analysis,” “Remuneration of Executive Officers,” and “Director Compensation in 2024.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Additional information required by this Item is set forth in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024 under the caption “Securities Beneficially Owned by Principal Stockholders and Management” which information is incorporated herein by reference.

The information required under this Item relating to Security Ownership of Certain Beneficial Owners will be set forth in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders to be held on May 22, 2025, under the caption “Share Ownership of Certain Beneficial Owners and Management,” which information is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2023 regarding the number of shares of DSG common stock that were available for issuance under the Company’s equity compensation plans which are described in greater detail in Note 10 – Stock-Based Compensation in Item 8.

Financial Statements and Supplementary Data.

The following table provides information as of December 31, 2024 regarding the number of shares of DSG common stock that were available for issuance under the Company’s equity compensation plans.

Refer to Note 10 – Stock-Based Compensation within Item 8.

Financial Statements and Supplementary Data for further information about the Company’s equity compensation plans.

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)

6 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item is set forth in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024 under the caption “Election of Directors” and “Certain Relationships and Related Transactions” which information is incorporated herein by reference.

The information required by this Item will be set forth in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders to be held on May 22, 2025, under the captions “Proposal One--Election of Directors” and “Certain Relationships and Related Transactions,” which information is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required under this Item is set forth in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024 under the caption “Fees Paid to Independent Auditors” which information is incorporated herein by reference.

The information required under this Item will be set forth in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders to be held on May 22, 2025, under the caption “Fees Billed to the Company by Grant Thornton, LLP,” which information is incorporated herein by reference.

The information set forth under the subcaption “Report of the Audit Committee of the Board of Directors” should not be deemed filed nor should it be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent the Company specifically incorporates such report by reference therein.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

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and Tide Sub, LLC, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed January 4, 2022.

000-10546) filed on January 4, 2022.

Agreement and Plan of Merger, dated as of December 29, 2021, by and among 301 HW Opus Investors, LLC, 301 HW Opus Holdings, Inc., Lawson Products, Inc.

and Gulf Sub, Inc., incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed January 4, 2022.

000-10546) filed on January 4, 2022.

Stock Purchase Agreement, dated as of March 30, 2023, by and among HIS Company, Inc., Distribution Solutions Group, Inc., HIS Company, Inc.

3 unchanged sentences

Employee Stock Ownership Trust, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed March 31, 2023.

Third A mended and Restated Certificate of Incorporation of the Company, effective as of August 31, 2023, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed on March 31, 2023.

Third Amended and Restated Certificate of Incorporation of the Company, effective as of August 31, 2023, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed on September 1, 2023.

Amended and Restated By-Laws of the Company effective as of May 5, 2022, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed May 5, 2022.

000-10546) filed on May 5, 2022.

Description of common stock

1 unchanged sentence

Executive Deferral Plan (as Amended and Restated Effective November 1, 2015), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended September 30, 2021.

000-10546) for the quarter ended September 30, 2021 , filed on O ctober 28, 2021 .

Lawson Products, Inc.

Amended Stock Performance Plan (as Amended and Restated Effective January 24, 2017), incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended September 30, 2021.

000-10546) for the quarter ended September 30, 2021 , filed on O ctober 28, 2021 .

Amendment of the Lawson Products, Inc.

Amended Stock Performance Plan (as Amended and Restated Effective January 24, 2017), dated December 23, 2020, incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No.

000-10546) for the fiscal year ended December 31, 2020.

000-10546) for the fiscal year ended December 31, 2020, filed on February 26, 2021.

Form Letter regarding Stock Performance Rights, incorporated by reference to Exhibit 10(c)(16) to the Company’s Annual Report on Form 10-K (File No.

000-10546) for the fiscal year ended December 31, 2004.

000-10546) for the fiscal year ended December 31, 2004, filed on March 16, 2005.

Distribution Solutions Group, Inc.

Equity Compensation Plan (amended and restated effective October 17, 2022, as amended November 10, 2022), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed November 18, 2022.

000-10546) filed on November 18, 2022.

Form of Award Agreement under the 2009 Equity Compensation Plan (now known as the Distribution Solutions Group, Inc.

Equity Compensation Plan) (Target Units, SPRs and Restricted Units), incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended September 30, 2021.

000-10546) for the quarter ended September 30, 2021, filed on October 28, 202 1 .

Form of Award Agreement under the 2009 Equity Compensation Plan (now known as the Distribution Solutions Group, Inc.

Equity Compensation Plan) (MSU Target Units, ROIC Target Units and Restricted Units), incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended September 30, 2021.

000-10546) for the quarter ended September 30, 2021, filed on October 28, 202 1 .

Form of Award Agreement under the 2009 Equity Compensation Plan (now known as the Distribution Solutions Group, Inc.

Equity Compensation Plan) (MSU Target Units, ROIC Target Units and Restricted Units), incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended September 30, 2021.

Form of Option Award Agreement dated as of Au gust 22, 2023 under the Distribution Solutions G r oup , Inc.

Equity Compensation Plan, as amended on November 10, 2022 .

000-10546) for the quarter ended September 30, 2021, filed on October 28, 202 1 .

Form of Option Award Agreement dated as of August 22, 2023 under the Distribution Solutions Group, Inc.

Equity Compensation Plan, as amended on November 10, 2022, incorporated by reference to Exhibit 10.9 to the Company’s Annual Report of Form 10-K (File No.

000-10546) filed on March 7, 2024.

Form of Option Award Agreement dated as of January 27, 2023 under the Distribution Solutions Group, Inc.

Equity Compensation Plan, as amended on November 10, 2022.

Equity Compensation Plan, as amended on November 10, 2022, incorporated by reference to Exhibit 10.10 to the Company’s Annual Report of Form 10-K (File No.

000-10546) filed on March 7, 2024.

Lawson Products, Inc.

2021 Annual Incentive Plan Summary, incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended September 30, 2021.

000-10546) for the quarter ended September 30, 2021, filed on October 28, 202 1 .

Form of Indemnification Agreement for Directors and Officers, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed September 19, 2008.

000-10546) filed on September 19, 2008.

Form of Change in Control Agreement for Officers, incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended September 30, 2021.

000-10546) for the quarter ended September 30, 2021, filed on October 28, 2021.

Retirement and Consulting Agreement, dated as of March 2, 2021, by and between Lawson Products, Inc., an Illinois corporation, and Neil Jenkins, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed March 5, 2021.

000-10546) filed on March 5, 2021.

Voting Agreement, dated as of December 29, 2021, by and among Lawson Products, Inc.

and Luther King Capital Management Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed January 4, 2022.

000-10546) filed on January 4, 2022.

Amended and Restated Credit Agreement, dated as of April 1, 2022, by and among Lawson Products, Inc., the subsidiaries of Lawson Products, Inc.

party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed April 4, 2022.

000-10546) filed on April 4, 2022.

Registration Rights Agreement, dated as of April 1, 2022, by and among Lawson Products, Inc., 301 HW Opus Investors, LLC and LKCM TE Investors, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed April 4, 2022.

000-10546) filed on April 4, 2022.

Retirement and Consulting Agreement, dated as of April 4, 2022, by and between Lawson Products, Inc., an Illinois corporation, and Michael G.

DeCata, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed April 8, 2022.

000-10546) filed on April 8, 2022.

Employment Agreement, dated as of April 4, 2022, by and between Lawson Products, Inc., an Illinois corporation, and Cesar A.

Lanuza, incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q (File No.

000-10546) for the quarter ended June 30, 2022.

000-10546) for the quarter ended June 30, 2022, filed on August 9, 2022.

Employment Agreement, dated as of January 27, 2023, by and between Lawson Products, Inc., an Illinois corporation, and Ronald J.

Knutson, incorporate by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed January 31, 2023.

000-10546) filed on January 31, 2023.

Subscription Agent Agreement, dated as of May 8, 2023, by and among Distribution Solutions Group, Inc., Computershare Inc.

and Computershare Trust Company, N.A., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed May 9, 2023.

Amended and Restated Credit Agreement, dated as of June 8, 2023, by and among Distribution Solutions Group, Inc., the subsidiaries of Distribution Solutions Group, Inc.

000-10546) filed on May 9, 2023.

First Amendment to Amended and Restated Credit Agreement, dated as of June 8, 2023, by and among Distribution Solutions Group, Inc., the subsidiaries of Distribution Solutions Group, Inc.

party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K (File No.

000-10546) filed June 9, 2023.

000-10546) filed on June 9, 2023.

Second Amendment to the Amended and Restated Credit Agreement, dated as of June 13, 2024, by and among Distribution Solutions Group, Inc., the subsidiaries of Distribution Solutions Group, Inc.

party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report of Form 10-Q (File No.

000-10546) for the quarter ended June 30, 2024, filed on August 1, 2024.

Third Amendment to Amended and Restated Credit Agreement, dated as of August 14, 2024, by and among Distribution Solutions Group, Inc., the subsidiaries of Distribution Solutions Group, Inc.

party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-10546) filed on August 16, 2024.

Insider Trading Policy.

Subsidiaries of the Company.

6 unchanged sentences

Distribution Solutions Group, Inc.

Incentive Based Compensation Recoupment Policy, dated as of November 28, 2023.

Incentive Based Compensation Recoupment Policy, dated as of November 28, 2023, incorporated by reference to Exhibit 97 to the Company’s Annual Report of Form 10-K (File No.

000-10546) filed on March 7, 2024.

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(principal accounting officer) March 6, 2025

/s/ Andrew B.

Director March 7, 2024

Steven Edelson

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Director March 6, 2025

/s/ Bradley Wallace

Bradley Wallace

Director March 6, 2025

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures