What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-03-10 · 105 added, 92 removed, 289 unchanged (41% of the section changed)

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Service Centers (“SC”), Innovative Pumping Solutions (“IPS”) and Supply Chain Services (“SCS”).

Sales, operating income, and other financial information for 2024, 2023 and 2022, and identifiable assets at the close of such years for our business segments are presented in Note 20 – Segment Reporting to the Consolidated Financial Statements in Item 8.

Sales, income from operations, total assets, and other financial information for our business segments are presented in Note 20 – Segment Reporting to the Consolidated Financial Statements in Item 8.

Financial Statements and Supplementary Data .

Summary Sales and Operating Income by Business Segment

Summary Sales and Income from Operations by Business Segment

______________________________________________________________________________________________________

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($ in millions) 2025 2024 (1)

2022 2021 2020 2019 2018 2017 2016

Sales $ 2,016 $ 1,802 $ 1,679 $ 1,481 $ 1,114 $ 1,005 $ 1,265 $ 1,216 $ 1,007 $ 962

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$ 2.8 $ 3.0 $ 3.2 $ 2.5 $ 1.9 $ 2.0 $ 2.3 $ 2.1 $ 2.4 $ 2.3

(1) Certain prior period segment disclosures have been recast.

For additional information, please refer to Note 20.

Segment Reporting .

Geographic Reach

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Products typically are purchased by the distributor for resale directly from the manufacturer and warehoused at distribution facilities of the distributor until sold to the customer.

The customer also typically will purchase an amount of product inventory for its near term anticipated needs and store those products at its industrial site until the products are used.

Customers may also periodically procure products in advance of anticipated near-term demand and or requirements and maintain such inventory at their industrial site until it is used.

We believe that the distribution system for industrial products, as described in the preceding paragraph, creates inefficiencies at both the customer and the distributor levels through excess inventory requirements and duplicative cost structures.

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• Industry Consolidation.

Industrial customers have reduced the number of supplier relationships they maintain to lower total purchasing costs, improve inventory management, assure consistently high levels of customer service and enhance purchasing power.

Industrial customers have reduced the number of supplier relationships they maintain to lower total purchasing costs, improve inventory management, ensure consistently high levels of customer service and enhance purchasing power.

This focus on fewer suppliers has led to consolidation within the fragmented industrial distribution industry.

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Our segments provide our Chief Executive Officer, who is our chief operating decision maker (“CODM”) with a comprehensive financial view of our key businesses.

The segments enable the alignment of strategies and objectives and provide a framework for timely and rational allocation of resources within our businesses.

In addition to the three business segments, our consolidated financial results include corporate and other expenses which includes costs related to our centralized support functions.

These costs typically include accounting and finance, information technology, marketing, human resources, legal, inventory management & procurement and other support services, interest expense, and removes inter-company transactions.

The following chart represents financial information for the last three years and the key end markets we currently serve.

Our segments enable the alignment of strategies and objectives and provide a framework for timely and rational allocation of resources within our businesses.

In addition to our three business segments, our consolidated financial results include corporate and other expenses which includes costs related to our centralized support functions.

The following chart and table represent financial information for the last three years and the key end markets we currently serve.

See Results of Operations under Item 7.

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Sales $ 2,016 $ 1,802 $ 1,679

Operating Income $ 145 $ 139 $ 98

Income from operations

$ 177 $ 145 $ 139

% Margin 8.8 % 8.1 % 8.3 %

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Service Centers

The Service Centers (“SC”) are engaged in providing MRO products, equipment and services, including technical expertise and logistics capabilities, to a variety of customers serving varied end markets with the ability to provide same day delivery.

The following chart represents financial information for the last three years and the key end markets our SC segment currently serves:

Our Service Centers (“SC”) are engaged in providing MRO products, equipment and services, including technical expertise and logistics capabilities, to a variety of customers serving varied end markets with the ability to provide same day delivery.

The following chart and table represent financial information for the last three years and the key end markets our SC segment currently serves:

Service Centers’ Financial Summary and End Markets

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Sales $ 1,373 $ 1,237 $ 1,215

Operating Income $ 175 $ 172 $ 132

Income from operations

$ 198 $ 180 $ 177

% Margin 14.4 % 14.6 % 14.6 %

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SC Employees 1,945 1,843 1,723

(1) Prior period segment disclosures have been recast.

For additional information, please refer to Note 20.

Segment Reporting .

______________________________________________________________________________________________________

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We also provide services such as field safety supervision, in-house and field repair, and predictive maintenance.

A majority of our Service Center segment sales are derived from customer purchase orders for products.

A majority of our SC segment sales are derived from customer purchase orders for products.

Sales are directly solicited from customers by our sales force.

The Company's Service Centers facilities are stocked and staffed with knowledgeable sales associates and backed by a centralized customer service team of experienced industry professionals.

At December 31, 2024, our Service Centers’ products and services were distributed from 157 service center facilities and 4 distribution centers.

The Company's Service Centers provide a wide range of MRO products in the rotating equipment, bearing, power transmission, hose, fluid power, metal working, industrial supply and safety product and service categories.

Our SC facilities are stocked and staffed with knowledgeable sales associates and backed by a centralized customer service team of experienced industry professionals.

At December 31, 2025, our SC products and services were distributed from 164 service center facilities and 4 distribution centers.

Our SC segment provide a wide range of MRO products in the rotating equipment, bearing, power transmission, hose, fluid power, metal working, industrial supply and safety product, and service categories.

We currently serve as a first-tier distributor of more than 1,000,000 items of which more than 60,000 are stock keeping units (SKUs) for use primarily by customers engaged in the oil and gas, general industrial, manufacturing, chemical, food and beverage, refining, water & wastewater, fabrication & construction, and other industries.

The Service Centers segment’s long-lived assets are located in the U.S., Canada and the U.A.E.

Approximately 6.1% of the Service Centers segment’s revenues were in Canada and the remainder was virtually all in the U.S.

SC segment’s long-lived assets are primarily located in the U.S.

Approximately 5.2% of the SC segment’s revenues were in Canada and the remainder was primarily all in the U.S.

Our foreign operations are subject to certain unique risks, which are more fully disclosed in Item 1A “Risk Factors, ” “ Risks Associated with Legal and Regulatory Matters ”.

At December 31, 2024, the Service Centers segment had 1,843 employees, all of whom were full-time.

At December 31, 2025, our SC segment had 1,945 employees, all of whom were full-time.

Innovative Pumping Solutions

The Company's Innovative Pumping Solutions (“IPS”) segment provides integrated, custom pump skid packages, pump remanufacturing and manufactures branded private label pumps to meet the capital equipment needs of our global customer base.

The following chart represents financial information for the last three years and the key end markets our IPS segment currently serves:

Our Innovative Pumping Solutions (“IPS”) segment provides integrated custom pump skid packages, pump remanufacturing, and manufactures branded private label pumps to meet the capital equipment needs of our global customer base.

Our IPS segment also provides a comprehensive suite of products and services to the water and wastewater treatment market in the United States to meet the capital equipment needs of municipalities, and general contractors.

The following chart and table represent financial information for the last three years and the key end markets our IPS segment currently serves:

Innovative Pumping Solutions’ Financial Summary and End Markets

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Sales $ 390 $ 309 $ 204

Operating Income $ 54 $ 35 $ 25

Income from operations

$ 70 $ 51 $ 32

% Margin 16.6 % 16.6 % 16.1 %

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IPS Employees 541 462 383

(1) Prior period segment disclosures have been recast.

For additional information, please refer to Note 20.

Segment Reporting .

______________________________________________________________________________________________________

Additionally, our IPS segment provides project solutions and capital equipment to the water and wastewater treatment markets including potable water, bio-solid and residual management and wastewater treatment.

Our IPS segment provides a single source for design, engineering, project management and systems design, and fabrication for unique customer specifications.

Our sales of integrated pump packages, remanufactured pumps or branded private label pumps are generally derived from customer purchase orders containing the customers’ unique specifications.

Our IPS segment provides project solutions and capital equipment to the water and wastewater treatment markets including potable water, bio-solid and residual management and wastewater treatment.

Our sales of integrated custom pump packages, remanufactured pumps, and branded private label pumps are generally derived from customer purchase orders containing the customers’ unique specifications.

Sales are directly solicited from customers by our dedicated sales force.

The Company's engineering staff can design a complete custom pump package to meet our customers’ project specifications.

Our engineering staff can design a complete custom pump package to meet our customers’ project specifications.

Drafting programs such as SolidWorks and AutoCAD® allow our engineering team to verify the design and layout of packages with our customers prior to the start of fabrication.

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This process helps maximize the pump packages’ life and minimizes any impact to the environment.

With over 100 years of fabrication experience, the Company has acquired the technical expertise to ensure that our pumps and pump packages are built to meet the highest standards.

The Company utilizes manufacturer authorized equipment and manufacturer certified personnel.

With over 100 years of fabrication experience, we have acquired the technical expertise to ensure that our pumps and pump packages are built to meet the highest standards.

We utilize manufacturer authorized equipment and manufacturer certified personnel.

Pump packages require MRO products and original equipment manufacturers’ (OEM) equipment such as pumps, motors, valves, and consumable products such as welding supplies.

The Company leverages its MRO product inventories and breadth of authorized products to lower the total cost and maintain the quality of our pump packages.

At December 31, 2024, the Innovative Pumping Solutions segment operated out of 32 facilities, 28 of which are located in the U.S.

and two in Canada.

All of the IPS segment’s long-lived assets are located in the U.S.

At December 31, 2024, the IPS segment had 462 employees, all of whom were full-time.

Total backlog, representing firm orders for the IPS segment products that have been received and entered into our production systems, was $292.2 million and $138.4 million at December 31, 2024 and 2023, respectively.

We also leverage our MRO product inventories and breadth of authorized products to lower the total cost and maintain the quality of our pump packages.

At December 31, 2025, our IPS segment operated out of 36 facilities, 31 of which are located in the U.S., two in Canada, one in the United Arab Emirates (“U.A.E”), one in India, and one in Saudi Arabia.

Primarily all of our IPS segment’s long-lived assets are located in the U.S.

At December 31, 2025, our IPS segment had 541 employees, all of whom were full-time.

Total backlog, representing firm orders for our IPS segment products that have been received and entered into our production systems, was $325.0 million and $292.2 million at December 31, 2025 and 2024, respectively.

Supply Chain Services

The Company's Supply Chain Services (“SCS”) segment manages all or part of its customers’ supply chains, including procurement and inventory management.

The following chart represents financial information for the last three years and the key end markets our SCS segment currently serves:

Our Supply Chain Services (“SCS”) segment manages all or part of our customers’ supply chains including procurement and inventory management.

Our mission is to help our customers become more competitive by reducing their indirect material costs and order cycle time through increased productivity and enterprise-wide inventory and procurement visibility and control.

The following chart and table represent financial information for the last three years and the key end markets our SCS segment currently serves:

Supply Chain Services’ Financial Summary and End Markets

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Sales $ 253 $ 256 $ 260

Operating Income $ 22 $ 22 $ 20

Income from operations

$ 22 $ 22 $ 22

% Margin 8.5 % 8.5 % 8.3 %

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SCS Employees 465 397 419

(1) Prior period segment disclosures have been recast.

For additional information, please refer to Note 20.

Segment Reporting .

______________________________________________________________________________________________________

The SCS segment enters into long-term contracts with its customers that can be canceled on little or no notice under certain circumstances.

The SCS segment provides fully outsourced MRO solutions for sourcing MRO products including, but not limited to, the following:

Our SCS segment enters into long-term contracts with customers that can be canceled on little or no notice under certain circumstances.

Our SCS segment provides fully outsourced MRO solutions for sourcing MRO products including, but not limited to, the following:

inventory optimization and management;

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and customized reporting.

Our mission is to help our customers become more competitive by reducing their indirect material costs and order cycle time by increasing productivity and by creating enterprise-wide inventory and procurement visibility and control.

The Company has developed assessment tools and master plan templates aimed at taking cost out of supply chain processes, streamlining operations and boosting productivity.

We have developed assessment tools and master plan templates aimed at taking cost out of supply chain processes, streamlining operations and boosting productivity.

This multi-faceted approach allows us to manage the entire MRO products channel for maximum efficiency and optimal control, which ultimately provides our customers with a low-cost solution.

The Company takes a consultative approach to determine the strengths and opportunities for improvement within a customer’s MRO products supply chain.

We take a consultative approach to determine the strengths and opportunities for improvement within a customer’s MRO products supply chain.

This assessment determines if and how we can best streamline operations, drive value within the procurement process, and increase control in storeroom management.

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It provides a more efficient way to manage the entire life cycle of pumping systems and rotating equipment.

The Company's SmartSolutions programs listed above help customers to cut product costs, improve supply chain efficiencies and obtain expert technical support.

The Company represents manufacturers of up to 90% of all the maintenance, repair and operating products of our customers.

Unlike many other distributors who buy products from second-tier sources, the Company takes customers to the source of the products they need.

At December 31, 2024, the SCS segment operated supply chain installations in 86 of our customers’ sites.

All of the SCS segment’s long-lived assets are in the U.S.

The majority of the SCS segment’s 2024 revenues were recognized in the U.S.

At December 31, 2024, the SCS segment had 397 employees, all of whom were full-time.

Our SmartSolutions programs listed above help customers to cut product costs, improve supply chain efficiencies and obtain expert technical support.

We represent manufacturers of up to 90% of all the maintenance, repair and operating products of our customers.

Unlike many other distributors who buy products from second-tier sources, we take customers to the source of the products they need.

At December 31, 2025, our SCS segment operated supply chain installations in 89 of our customers’ sites.

All of our SCS segment’s long-lived assets are in the U.S.

Approximately 7.1% of SCS segment’s revenues were in Canada and the remainder was primarily all in the U.S.

At December 31, 2025, our SCS segment had 465 employees, all of whom were full-time.

Most industrial customers currently purchase their MRO products through local or national distribution companies that are focused on single or unique product categories.

As a first-tier distributor, our network of service and distribution centers stock more than 60,000 SKUs and provide customers with access to more than 1,000,000 items.

The Company tailors its inventory and leverages product experts to meet the needs of its local customers.

As a first-tier distributor, our network of SC facilities and distribution centers stock more than 60,000 SKUs and provide over 1,000,000 items to our customers.

We tailor our assortment of inventory and leverage product experts to meet the needs of our customers.

Given our breadth of product and our industrial distribution customers’ focus around specific product categories, we have become customer driven experts in the following five key product categories:

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Rotating Equipment .

Our rotating equipment products include a full line of centrifugal pumps for transfer and process service applications, such as petrochemicals, refining and crude oil production;

rotary gear pumps for low- to- medium pressure service applications, such as pumping lubricating oils and other viscous liquids;

plunger and piston pumps for high-pressure service applications such as disposal of produced water and crude oil pipeline service;

and air-operated diaphragm pumps.

We also provide a large variety of pump accessories.

We offer a comprehensive portfolio of rotating equipment and services to support industrial operations across multiple industries and end markets.

Our offerings include pumps, compressors, electric motors, mechanical seals, engineered systems, and other ancillary products from leading manufacturers.

In addition to product and equipment distribution, we provide value added services including repair and remanufacturing, engineered fabrication, condition monitoring, and technical support.

These capabilities enable our customers to maintain and optimize the performance reliability of their operations throughout the product lifecycle.

Bearings & Power Transmission .

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Service revenues are less than 10% of sales.

The Company has operations in the U.S., Canada, Mexico, and the U.A.E.

We have operations in the U.S., Canada, Mexico, U.A.E., India, and Saudi Arabia.

Information regarding financial data by geographic areas is set forth in Note 19 - Revenue of the Notes to Consolidated Financial Statements.

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The risks associated with acquisitions are more fully discussed in “ Item 1A.

Risk Factors.” including the risk factory entitled “Risks associated with executing our acquisition strategy.”.

In 2024 we completed seven acquisitions for a combined total of $174.9 million.

See Note 16 - Business Acquisition s for additional information.

Risk Factors .” including the risk factor entitled “Risks associated with executing our acquisition strategy”.

In 2025, we completed six acquisitions for a combined total consideration of $79.2 million.

See Note 16 - Business Acquisitions for additional information.

In early 2026, we have completed 3 acquisitions.

See Note 22 - Subsequent Events for additional information.

Our business is highly competitive.

In the Service Centers segment we compete with a variety of industrial supply distributors, some of which may have greater financial and other resources than we do.

Our SC segment competes with a variety of industrial supply distributors, some of which may have greater financial and other resources than we do.

Some of our competitors are small enterprises selling to customers in a limited geographic area.

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While certain catalog distributors provide product offerings as broad as ours, these competitors do not offer the product application, technical expertise and after-the-sale services that we provide.

In the Innovative Pumping Solutions segment we compete against a variety of manufacturers, distributors and fabricators, many of which may have greater financial and other resources than we do.

In the Supply Chain Services segment, we compete with larger distributors that provide integrated supply programs and outsourcing services, some of which might be able to supply their products in a more efficient and cost-effective manner than we can provide.

We generally compete on expertise, responsiveness, and price in all of our segments.

Our IPS segment competes against a variety of manufacturers, distributors, and fabricators, many of which may have greater financial and other resources than we do.

Our SCS segment competes with larger distributors that provide integrated supply programs and outsourcing services, some of which may be able to supply their products in a more efficient and cost-effective manner than we can provide.

We generally compete on expertise, responsiveness, and pricing in all of our segments.

We maintain liability and other insurance that we believe to be customary and generally consistent with industry practice.

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Government Regulation and Environmental Matters

We are subject to various laws and regulations relating to our business and operations and various health and safety regulations including those established by the Occupational Safety and Health Administration and Canadian Occupational Health and Safety.

Certain of our operations are subject to federal, state and local laws and regulations as well as provincial regulations controlling the discharge of materials into or otherwise relating to the protection of the environment.

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Human Capital

The Company employed 3,028 people as of December 31, 2024.

The Company is continually investing in its workforce to further talent development, increase employee safety, drive a strong workplace culture, improve compensation and benefits and diversity and inclusion to support our employees’ well-being, and foster their growth and development.

We employed 3,286 people as of December 31, 2025.

We are continually investing in our workforce to further talent development, increase employee safety, drive a strong workplace culture, improve compensation and benefits, support our diversity and inclusion efforts to improve our employees’ well-being, and foster our employees’ growth and development.

Talent Development .

The Company's leaders are expected to make great strategic choices, deliver great results, be great talent managers and provide strong leadership.

The Company's leaders who have expertise in the Company's business model are the critical factor in translating the potential of the Company's business model into full performance.

Because this expertise develops over time and through specific experiences, the Company focuses on developing and promoting its own talent to ensure the Company's sustained business success over the long term.

Our leaders are expected to make great strategic choices, deliver great results, be great talent managers and provide strong leadership.

Leaders who have expertise in our business model are the critical factor in translating the potential of our business model into full performance.

Because this expertise develops over time and through specific experiences, we focus on developing and promoting our own talent to ensure our sustained business success over the long term.

Employee Safety .

The safety and well-being of the Company's colleagues around the world has been, and always will be, its top priority.

Guided by the Company's Safety Service offering, business and the philosophy that every accident is preventable, the Company strives every day to foster a proactive safety culture.

The Company's safety strategy is based on the following core principles:

(i) a goal of zero accidents, (ii) shared ownership for safety (business and individual);

(iii) proactive approach focused on accident prevention;

and (iv) continuous improvement philosophy.

The safety and well-being of our colleagues around the world has been, and always will be, our top priority.

Guided by our Safety Service offering, business and the philosophy that every accident is preventable, we strive every day to foster a proactive safety culture.

Our safety strategy is based on the following core principles:

1.) a goal of zero accidents,

2.) shared ownership for safety (business and individual);

3.) proactive approach focused on accident prevention;

4.) continuous improvement philosophy.

Workplace Culture.

The Company operates under a balanced centralized and decentralized entrepreneurial culture that is crucial to the Company's performance and is one of the three unique elements of the Company's business model.

The Company believes its colleagues around the world thrive in this culture, as it allows them to experience significant autonomy, a sense of shared ownership with their colleagues, and a work atmosphere deeply rooted in the Company's core values.

We operate under a balanced centralized and decentralized entrepreneurial culture that is crucial to our performance and is one of the three unique elements of our business model.

We believe our colleagues around the world thrive in this culture, as it allows them to experience significant autonomy, a sense of shared ownership with their colleagues, and a work atmosphere deeply rooted in our core values.

Compensation and Benefits.

The Company is committed to providing market-competitive compensation and benefits to attract and retain great talent across its business segments.

We are committed to providing market-competitive compensation and benefits to attract and retain great talent across our business segments.

Specific compensation and benefits vary and are based on regional practices.

In the U.S., the Company focuses on providing a comprehensive, competitive benefits package that supports the health and wellness, educational endeavors, community involvement and financial stability of its colleagues.

In the U.S., we focus on providing a comprehensive, competitive benefits package that supports the health and wellness, educational endeavors, community involvement and financial stability of our colleagues.

Our key human capital measures include employee safety, turnover, absenteeism and production.

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Diversity and Inclusion.

The Company believes it is at its best when it brings together unique perspectives, experiences and ideas.

The Company is committed to equal employment opportunity, fair treatment and creating diverse and inclusive workplaces where all the Company's colleagues can perform to their full potential.

We believe we are at our best when we bring together unique perspectives, experiences and ideas.

We are committed to equal employment opportunity, fair treatment and creating diverse and inclusive workplaces where all of our colleagues can perform to their full potential.

We strive to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment.

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Labor Relations.

None of the Company's U.S.

None of our U.S.

employees are represented by a labor union, while outside the U.S., employees in certain countries are represented by an employee representative organization, such as a union, works council or employee association.

We believe our employees are key to achieving our business objectives.

The Company considers its employee relations to be excellent.

We consider our employee relations to be excellent.

Headcount by segment and country are as follows:

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Corporate 335 Total Employees 3,286

Total Employees 3,028 (1) Includes employees located in Mexico and the U.A.E.

Total Employees 3,286 (1) Includes employees located in Mexico, U.A.E., India, & Saudi Arabia

Executive Officers

The following is a list of the Company's executive officers, their age, positions, and a description of each officer’s business experience as of March 10, 2025.

The following is a list of the Company's executive officers, their age, positions, and a description of each officer’s business experience as of February 26, 2026.

All of our executive officers hold office at the pleasure of the Company's Board of Directors.

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Paz Maestas 46 Senior Vice President/Chief Marketing & Technology Officer

Vinson 74 Senior Vice President/Innovative Pumping Solutions

Jeffery 58 Senior Vice President/Supply Chain Services

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Maestas has been with DXP since 2002 and leads the Company's e-Commerce and Omni-Channel initiatives.

In his 20 years with DXP, he has served in various roles and most recently as Vice President of Marketing and Operations.

In his over 20 years with DXP, he has served in various roles and most recently as Vice President of Marketing and Operations.

He holds a Bachelor of Science from the University of Texas at Austin.

Vinson was appointed Senior Vice President/Innovative Pumping Solutions in January 2006.

He served as Senior Vice President/Operations of DXP from October 2000 to December 2005.

From 1996 until October 2000, Mr.

Vinson served as Vice President/Traffic, Logistics and Inventory.

Vinson has served in various capacities with DXP since his employment in 1981.

Jeffery was appointed Senior Vice President of Supply Chain Services in May 2010.

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• Audit Committee Charter

• Cybersecurity Committee Charter;

• Corporate Sustainability Report

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