11 unchanged sentences
Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.
−Removed: 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.
+Added: Company management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.
+Added: Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2025.
+Added: Grant Thornton LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2025.
+Added: That report is included below.
Changes in Internal Control over Financial Reporting
21 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
−Removed: 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.
−Removed: As indicated in Management’s Report, S&S Automotive Inc., Source Atlantic Limited and Tech-Component Resources Pte Ltd, were acquired during 2024.
−Removed: 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
11 unchanged sentences
DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
−Removed: Distribution Solutions Group, Inc.
−Removed: Notes to Consolidated Financial Statements
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
−Removed: 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.
+Added: The information required by this Item will be set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders to be held on May 14, 2026, under the captions “Proposal 1:
+Added: Election of Directors,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is incorporated herein by reference.
Executive Officers
14 unchanged sentences
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.
−Removed: A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Form 10-K.
+Added: A copy of the Company’s insider trading policy was previously filed as Exhibit 19 to the Company’s Annual Report on Form 10-K filed on March 6, 2025.
The remaining information required by this Item 10 will be set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders to be held on May 14, 2026, under the caption “Corporate Governance,” which information is incorporated herein by reference.
EXECUTIVE COMPENSATION.
−Removed: 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.”
+Added: The information required under this Item will be set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders to be held on May 14, 2026, under the captions “Remuneration of Executive Officers,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Policies and Practices Related to the Grant of Certain Equity Awards,” and “Director Compensation in 2025.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
10 unchanged sentences
Total 2,851,537 $ 42.38 140,962
−Removed: (1) Includes potential DSG common stock issuance of 162,149 from restricted stock awards, 145,091 from market stock units and 0 from performance awards.
+Added: (1) Includes potential DSG common stock issuance of 406,311 from restricted stock units and 130,287 from market stock units.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: 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.
+Added: The information required by this Item will be set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders to be held on May 14, 2026, under the captions “Proposal 1:
+Added: Election of Directors” and “Certain Relationships and Related Transactions,” which information is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
1 unchanged sentence
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.
−Removed: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) (1) See Index to Financial Statements and Supplementary Data in Item 8 on page 40 .
21 unchanged sentences
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.
−Removed: 000-10546) for the quarter ended September 30, 2021 , filed on O ctober 28, 2021 .
+Added: 000-10546) for the quarter ended September 30, 2021, filed on October 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.
−Removed: 000-10546) for the quarter ended September 30, 2021 , filed on O ctober 28, 2021 .
+Added: 000-10546) for the quarter ended September 30, 2021, filed on October 28, 2021.
Amendment of the Lawson Products, Inc.
21 unchanged sentences
000-10546) filed on March 7, 2024.
+Added: Form of Restricted Stock Unit Award Agreement dated as of December 16, 2025 under the Distribution Solutions Group, Inc.
+Added: Equity Compensation Plan, as amended on November 10, 2022.
+Added: Form of Stock Option Award Agreement dated as of December 16, 2025 under the Distribution Solutions Group, Inc.
+Added: Equity Compensation Plan, as amended on November 10, 2022.
Lawson Products, Inc.
10 unchanged sentences
000-10546) filed on January 4, 2022.
−Removed: Amended and Restated Credit Agreement, dated as of April 1, 2022, by and among Lawson Products, Inc., the subsidiaries of Lawson Products, Inc.
−Removed: 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.
−Removed: 000-10546) filed on April 4, 2022.
+Added: Second Amended and Restated Credit Agreement, dated as of December 18, 2025, by and among Distribution Solutions Group, Inc., the other Borrowers party thereto, the other Loan Parties 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.
+Added: 000-10546) filed on December 22, 2025.
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.
12 unchanged sentences
000-10546) filed on May 9, 2023.
−Removed: 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.
−Removed: 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.
−Removed: 000-10546) filed on June 9, 2023.
−Removed: 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.
−Removed: 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.
−Removed: 000-10546) for the quarter ended June 30, 2024, filed on August 1, 2024.
−Removed: 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.
−Removed: 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.
−Removed: 000-10546) filed on August 16, 2024.
−Removed: Insider Trading Policy.
+Added: Executive Employment Agreement dated as of December 30, 2019 by and between Robert Connors and 301 HW Opus HoldCo, LLC, a Delaware corporation, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 000-10546) for the quarter ended March 31, 2025, filed on May 1, 2025.
+Added: Amended and Restated Employment Agreement dated as of August 3, 2018 by and between Russ Frazee and Test Equity, LLC, a Delaware corporation, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 000-10546) filed on May 1, 2025.
+Added: Employment Agreement, dated June 26, 2025, between TestEquity LLC and Barry Litwin, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 000-10546) filed on July 2, 2025.
+Added: Insider Trading Policy of Distribution Solutions Group, Inc., dated June 1, 2022, incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K (File No.
+Added: 000-10546) for the fiscal year ended December 31, 2024, filed on March 6, 2025.
Subsidiaries of the Company.
Consent of Grant Thornton, LLP.
−Removed: Consent of BDO USA, P.C.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
15 unchanged sentences
The Company agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
+Added: # Portions of this exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K.
+Added: The Company agrees to furnish supplementally a copy of such information to the SEC upon request.
* Indicates management employment contracts or compensatory plans or arrangements.
35 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.