What changed in this filing

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Item 1. Business

2026-03-05 compared with 2025-03-06 · 50 added, 62 removed, 208 unchanged (35% of the section changed)

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(“DSG”), a Delaware corporation, is a global specialty distribution company providing value-added distribution solutions to the maintenance, repair and operations (“MRO”), original equipment manufacturer (“OEM”) and industrial technology markets.

DSG was formed in 2022 through the strategic mergers of Lawson Products, a leader in MRO distribution of C-parts, TestEquity, a leader in electronic test & measurement solutions and Gexpro Services, a leading global supply chain services provider to manufacturing customers.

A summary of the mergers is presented in Note 1 – Nature of Operations and Basis of Presentation, in Item 8.

Financial Statements and Supplementary Data.

Through the strategic Mergers (as defined below) completed in 2022, the complementary distribution businesses of Lawson Products, Inc.

(“Lawson”), a leader in MRO distribution of C-parts, TestEquity Acquisition, LLC (“TestEquity”), a leader in electronic test and measurement solutions, and 301 HW Opus Holdings, Inc., which conducts business as Gexpro Services (“Gexpro Services”), a leading global supply chain services provider to manufacturing customers were combined under the DSG holding company.

On April 1, 2022, DSG, which at the time already owned Lawson, acquired TestEquity and Gexpro Services, in transactions in which TestEquity and Gexpro Services were merged with and into subsidiaries of DSG, with Lawson, TestEquity and Gexpro Services surviving as wholly-owned subsidiaries of DSG, and in connection with which DSG issued shares of DSG common stock to the former equityholders of TestEquity and Gexpro Services in exchange for their equity interests in TestEquity and Gexpro Services (“the Mergers”).

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.

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Recent Events

2024 Business Acquisitions

On November 18, 2024, DSG acquired the assets of ConRes Test Equipment, (“ConRes TE” and the “ConRes TE Transaction” ).

These assets were acquired to expand TestEquity’s test equipment offerings and value-add service capabilities in all of our end markets.

The total purchase consideration exchanged was approximately $17.0 million and was funded using DSG’s cash on hand and its revolving credit facility.

On October 30, 2024, DSG completed the acquisition of Tech-Component Resources Pte Ltd (“TCR” and the “TCR Transaction”).

TCR is a distributor of fasteners, mechanical components, and other industrial products in Southeast Asia.

TCR was acquired to provide us with a strategic foothold in this growing region.

The total purchase consideration exchanged was approximately $5.9 million , net of cash acquired of $1.9 million, and was funded using DSG’s cash on hand and its revolving credit facility .

On August 14, 2024, DSG acquired all of the issued and outstanding capital stock of Source Atlantic Limited (“Source Atlantic” and the “Source Atlantic Transaction”).

Source Atlantic, headquartered in Saint John, New Brunswick, Canada, is a wholesale distributor of industrial MRO supplies, safety products, fasteners, and related value-add services for the Canadian MRO market.

Source Atlantic was acquired to expand DSG’s operating footprint in the Canadian market.

The total purchase consideration exchanged was $103.1 million, net of cash acquired of $4.4 million .

DSG funded the Source Atlantic Transaction with borrowings under its amended and restated credit facility (discussed below).

On May 1, 2024 , DSG completed the acquisition of S&S Automotive Inc.

(“S&S Automotive” and the “S&S Automotive Transaction”).

S&S Automotive is a distributor of automotive, industrial, and safety supplies primarily to the automotive dealership market based near Chicago in Woodridge, Illinois.

S&S Automotive was acquired to expand Lawson’s services and products to the automotive end market.

The total purchase consideration exchanged was approximately $80.1 million, net of cash acquired of $0.7 million, and was funded using DSG’s cash on hand and its revolving credit facility.

On January 19, 2024, DSG acquired the assets of Safety Supply Illinois LLC, conducting business as Emergent Safety Supply (“ESS” and the “ESS Transaction”) .

ESS is a national distributor of safety products based near Chicago in Batavia,

ESS was acquired to expand Lawson’s safety product category.

The total purchase consideration exchanged was $9.9 million and was funded using DSG’s cash on hand.

Refer to Note 3 – Business and Asset Acquisitions in Item 8.

Financial Statements and Supplementary Data for additional information about these acquisitions.

2025 Debt Amendment

On August 14, 2024, the Company entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”).

The Third Amendment provided for an additional $200 million incremental term loan and a $55 million increase in the Company’s senior secured revolving credit facility and permits the Company to increase the commitments under the agreement from time to time by up to $300 million in the aggregate, subject to, among other things, receipt of additional commitments from existing and/or new lenders and pro forma compliance with certain financial covenants.

In December 2025, the Company amended and expanded the senior secured facility through 2030.

The new facility includes $700.0 million of term debt and a revolving credit arrangement of $400.0 million, an increase over the previous revolver capacity of $255.0 million.

Refer to Note 9 – Debt included in Item 8.

Financial Statements and Supplementary Data for additional information about DSG’s credit agreement.

Financial Statements and Supplementary Data for information about the Amended Credit Agreement .

Share Repurchase Increase

In November 2025, the Board authorized a $30.0 million increase to the Company’s existing stock repurchase program for shares of DSG common stock.

As a result of the additional authorization, the aggregate repurchase authorization under the Company’s repurchase program for shares of DSG common stock increased from $37.5 million to $67.5 million.

T he remaining availability for stock repurchases under the stock repurchase program was $32.9 million at December 31, 2025.

DSG Vision and Strategic Focus

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The DSG leadership team provides oversight to these separate leadership teams.

This structure helps the combined company to leverage best practices, back-office resources and technologies across the three operating companies to help drive cost synergies and efficiencies.

The combined company has the ability to utilize its combined financial resources to accelerate a strategy of expansion through both business acquisitions and organic growth.

This structure helps the combined company leverage best practices, back-office resources and technologies across the three operating companies to help drive cost synergies and efficiencies.

combined company has the ability to utilize its combined financial resources to accelerate a strategy of expansion through both business acquisitions and organic growth.

Organic Growth Strategy

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Approximately 1,740 individuals are within Lawson, 1,140 are within TestEquity, 800 are within Gexpro Services, and 630 are within Canada Branch Division.

In connection with the Source Atlantic Transaction in the third quarter of 2024, the Company realigned its reportable segments to align with our business strategy and the manner in which our chief operating decision maker (“CODM”) assesses performance and strategic execution and makes decisions regarding the allocation of resources.

The Company now has four reporting segments:

The following is a discussion of our four reportable segments:

Lawson, TestEquity, Gexpro Services and Canada Branch Division.

For additional details about our segment realignment, see Note 1 – Nature of Operations and Basis of Presentation in Item 8.

Financial Statements and Supplementary Data.

The following is a discussion of our reportable segments.

For more information about our segments, refer to Note 14 – Segment Information in Item 8.

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It also develops and presents product safety and technical training seminars tailored to meet customers’ needs.

Human Capital Resources — As of December 31, 2024 , Lawson’s workforce had 1,740 individuals:

Human Capital Resources — Lawson supports a culture of continuous improvement and integrity.

As of December 31, 2025 , Lawson’s workforce had 1,740 individuals:

approximately 1,050 in sales and marketing of whom approximately 920 are field sales representatives, 400 in operation and distribution and 290 in management and administration.

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Lawson’s product training educates its sales team on the optimal uses of products, enabling them to provide the proper products and customized solutions to address customers’ needs, including technical expertise and on-site problem resolution.

Lawson’s leadership team is also focused on reducing sales force turn-over and on offering growth opportunities for its sales representatives.

Lawson’s leadership team is also focused on improving the productivity of its sales team, reducing sales force turn-over and on offering growth opportunities for its sales representatives.

TestEquity is a leading distributor of test and measurement equipment and solutions, industrial and electronic production supplies, vendor managed inventory programs, and converting, fabrication and adhesive solutions from its leading manufacturing partners.

TestEquity operates primarily through its five distribution brands, namely TestEquity, Hisco, TEquipment, Techni-Tool and Jensen Tools, and is focused primarily in North America with a network of sales representatives throughout the United States, Canada, Mexico, Germany and the United Kingdom.

TestEquity operates primarily through its five distribution brands, namely TestEquity, Hisco, Techni-Pro, Techni-Tool and Jensen Tools, and is focused primarily in North America with a network of sales representatives throughout the United States, Canada, Mexico, Germany and the United Kingdom.

Background and Operations — Based out of North Richland Hills, Texas, TestEquity is a large, comprehensive provider of electronic test solutions in the United States supporting the aerospace and defense, wireless and communication, semiconductors, industrial electronics and automotive, and electronics manufacturing industries.

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TestEquity continues to benefit from electronification of products across a range of industries including the internet of things (“IOT”), electric vehicles (“EV”) and the 5th generation mobile network (“5G”).

TestEquity offers over 400,000 products and 800 manufacturer brands with overlap across the following brands.

TestEquity offers over 400,000 products and approximately 900 manufacturer brands with overlap across the following brands.

Hisco is a specialty distribution company serving the electronic assembly, aerospace and defense, medical and other industrial markets.

Hisco also offers specialized warehousing for cold storage and vendor managed inventory services.

TEquipment (acquired as Interworld Highway, LLC) is one of the top distributors for both test and measurement and electronic production supplies in the United States with its e-commerce focused strategy, broad product range, amplified by access to core TestEquity products, and strong technical support for their customers.

Techni-Pro is TestEquity’s private label brand offering dependable, value-focused tools, test accessories, and production supplies that provide customers with practical alternatives to national brands.

Techni-Tool is one of the industry’s largest solder, soldering equipment and electronic production distributors.

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Electronic production supplies 60%

Test & measurement 35%

Test and measurement 26%

Fabricated product 6%

Rental and refurbished 5%

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In total, TestEquity purchases from approximately 2,300 suppliers across the marketplace.

Human Capital Resources — TestEquity supports a culture of continuous improvement, integrity and diversity.

Human Capital Resources — TestEquity supports a culture of continuous improvement and integrity.

TestEquity prides itself on its ability to meet its customers’ needs in a driven and progressive manner.

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Gexpro Services’ end-to-end project management is designed to support OEMs with their engineered material specifications, fulfillment, and quality requirements to improve their total cost of ownership.

Gexpro Services has manufacturing and supply chain operations in over 34 service center sites across twelve countries including key geographies in North America, South America, Asia, Europe, and the Middle East.

Gexpro Services has manufacturing and supply chain operations in over 35 service center sites across thirteen countries including key geographies in North America, South America, Asia,

Europe, and the Middle East.

Gexpro Services serves customers in six vertical markets, including renewables, industrial power, consumer and industrial, technology, transportation, and aerospace and defense.

Background and Operations — Gexpro Services was formed in November 2019 and, in February 2020, LKCM Headwater acquired the “Gexpro Services” business from French distributor Rexel S.A.

via a carve-out acquisition.

As a top distributor and service provider to the OEM market, Gexpro Services has approximately 2,800 suppliers offering approximately 49,000 products.

Background and Operations — As a top distributor and service provider to the OEM market, Gexpro Services has approximately 3,300 suppliers offering approximately 53,000 products.

These products are inventoried and sourced through 32 locations in North America, South America, Asia, Europe and the Middle East.

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Gexpro Services’ revenue percentages by customer end markets in 2025 were as follows:

Percentage of Gexpro Services Revenue

End Markets Percentage of Gexpro Services Revenue

Renewable energy 33%

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Transportation 17%

Consumer and industrial 13%

Aerospace and defense 13%

Consumer and industrial 11%

Technology 8%

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however, many of these suppliers source their products from overseas.

Gexpro Services maintains favorable and long-tenured relationships with approximately 2,800 suppliers, with the largest supplier representing approximately 2% of Gexpro Services’ total product purchases in 2024 while the top 10 suppliers represented approximately 17% of total product purchases in 2024.

Human Capital Resources — Gexpro Services supports a culture of continuous improvement, integrity and diversity.

Gexpro Services maintains favorable and long-tenured relationships with approximately 3,300 suppliers, with the largest supplier representing

approximately 2% of Gexpro Services’ total product purchases in 2025 while the top 10 suppliers represented approximately 16% of total product purchases in 2025.

Human Capital Resources — Gexpro Services supports a culture of continuous improvement and integrity.

Gexpro Services prides itself on being a full value provider to its customers supported with a team committed to providing world-class customer service.

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Revenue percentages by customer end markets in 2025 were as follows:

Percentage of Canada Branch Division Revenue

Contractors 25%

End Markets Percentage of Canada Branch Division Revenue

Machining and manufacturing 31%

Mining and oil & gas 13%

Contractors 23%

Government and military 9%

Transportation 3%

Mining and oil & gas 3%

Shipbuilding and repair 3%

Construction 1%

Transportation 2%

Engineering and consulting 1%

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Fasteners 14%

Tools and equipment 13%

Mobile valve 10%

Tools and equipment 9%

Industrial - Other 8%

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Engineering 3%

Canada Branch Division offers over 135,000 different products of which over 92,500 products are maintained in distribution centers and physical store branch locations.

Canada Branch Division offers over 85,000 different products of which approximately 53,700 products are maintained in distribution centers and physical store branch locations.

Canada Branch Division strives to carry sufficient inventory to ensure product availability.

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During 2025, Canada Branch Division purchased products from approximately 3,000 suppliers with the largest supplier representing approximately 9% of total product purchases in 2025.

Canada Branch Division maintains favorable and long-tenured relationships with approximately 2,400 suppliers.

Canada Branch Division maintains favorable and long-tenured relationships with its suppliers.

The loss of one core supplier could affect operations by hindering the ability to provide full service to customers.

Human Capital Resources — Canada Branch Division supports a culture of continuous improvement, integrity and diversity and prides itself on its committed team that is driven to meet customers’ needs through quality service.

As of December 31, 2024 , Canada Branch Division’s workforce had approximately 710 individuals:

Human Capital Resources — Canada Branch Division supports a culture of continuous improvement and integrity and prides itself on its committed team that is driven to meet customers’ needs through quality service.

As of December 31, 2025 ,

Canada Branch Division’s workforce had approximately 630 individuals:

approximately 400 in operation and distribution, 90 in sales and marketing and 140 in management and administration.

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Knutson 62 2014 Executive Vice President, Chief Financial Officer and Treasurer

54 2022 President and Chief Executive Officer, Lawson Products, Inc.

61 2019 President and Chief Executive Officer, Gexpro Services

59 2025 President and Chief Executive Officer, Test Equity

Lambert 52 2021 Vice President, Controller and Chief Accounting Officer

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Knutson has served as Executive Vice President, Chief Financial Officer and Treasurer since April 2014 and has served as Executive Vice President and Chief Financial Officer of the Company since July 2012.

Lanuza has served as President and Chief Executive Officer of Lawson since April 2022.

Prior to joining the Company, Mr.

Lanuza served as Chief Executive Officer and Director of Jon-Don, LLC from September 2018 through April 2022.

Connors has served as President and Chief Executive Officer of Gexpro Services since 2019.

Litwin has served as President and Chief Executive Officer of Test Equity since July 2025.

Prior to joining the Company, Mr.

Litwin served as Chief Executive Officer of Global Industrial Company, an industrial and MRO distribution company, publicly traded on the NYSE from January 2019 through August 2024.

Lambert has served as Vice President, Controller and Chief Accounting Officer of the Company since June 2021.

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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 1. Business