What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 178 added, 67 removed, 456 unchanged (35% of the section changed)

5 unchanged sentences

(in thousands, except per share amounts) (unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Sales $ 576,461 $ 498,682 $ 1,098,119 $ 975,251

8 unchanged sentences

Provision for income taxes ( Note 7 )

11,013 7,984 17,660 14,568

Net income 28,708 23,612 48,686 44,201

15 unchanged sentences

(in thousands, except share amounts) (unaudited)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

35 unchanged sentences

Common stock, $ 0.01 par value, 100,000,000 shares authorized;

20,395,996 issued and 15,505,939 outstanding at March 31, 2026 and 20,403,647 issued and 15,513,590 outstanding at December 31, 2025

20,395,157 issued and 15,505,100 outstanding at June 30, 2026 and 20,403,647 issued and 15,513,590 outstanding at December 31, 2025

Additional paid-in capital 217,297 220,681

11 unchanged sentences

(in thousands) (unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Amortization of intangibles and finance lease assets

18,250 13,788

Amortization of debt issuance costs 2,254 1,927

1 unchanged sentence

Provision for (recovery of) credit losses 69 ( 1,085 )

279 ( 1,322 )

Payment of contingent consideration liability in excess of acquisition-date fair value ( 32 ) ( 333 )

Fair value adjustment on contingent consideration 714 728

8 unchanged sentences

Trade accounts payable

Accrued expenses

10,702 ( 3,159 )

Accrued expenses

Billings in excess of costs and estimated profits ( 127 ) 9,823

34 unchanged sentences

Balance at March 31, 2026 $ 1 $ 15 $ 204 $ 215,948 $ 498,212 $ ( 32,071 ) $ ( 170,112 ) $ 512,197

Preferred dividends paid — — — — ( 22 ) — — ( 22 )

Compensation expense for restricted stock

— — — 1,466 — — — 1,466

Tax related items for share based awards — — — ( 117 ) — — — ( 117 )

Currency translation adjustment — — — — — ( 1,491 ) — ( 1,491 )

— — — — 28,708 — — 28,708

Balance at June 30, 2026 $ 1 $ 15 $ 204 $ 217,297 $ 526,898 $ ( 33,562 ) $ ( 170,112 ) $ 540,741

Series A preferred stock Series B preferred stock Common stock Paid-in capital Retained earnings Accum other comp loss Treasury Stock Total equity

7 unchanged sentences

Balance at March 31, 2025 $ 1 $ 15 $ 204 $ 220,702 $ 410,236 $ ( 33,524 ) $ ( 152,975 ) $ 444,659

Preferred dividends paid — — — — ( 22 ) — — ( 22 )

Compensation expense for restricted stock — — — 1,483 — — — 1,483

Tax related items for share based awards — — — ( 4,203 ) — — — ( 4,203 )

Currency translation adjustment — — — — — 2,563 — 2,563

— — — — 23,612 — — 23,612

Balance at June 30, 2025 $ 1 $ 15 $ 204 $ 217,982 $ 433,826 $ ( 30,961 ) $ ( 152,975 ) $ 468,092

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

13 unchanged sentences

The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

For interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S.

In accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S.

Securities and Exchange Commission ("SEC") not all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S.

GAAP are required.

GAAP are required for interim reporting periods.

The unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2025 that are included in our annual report on Form 10-K filed with the SEC on February 26, 2026 (“Annual Report”).

1 unchanged sentence

Such reclassifications do not have a material effect on our unaudited condensed consolidated statements of operations and comprehensive income, balance sheets, cash flows or equity.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of results expected for the full fiscal year.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results expected for the full fiscal year.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for the fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented.

3 unchanged sentences

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326):

In July 2025, the FASB issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

5 unchanged sentences

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software”.

The ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages.

Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

In evaluating whether it is probable the project will be completed;

management is required to consider whether there is significant uncertainty associated with the development activities of the software.

This guidance is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the provisions of this ASU.

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40).

9 unchanged sentences

The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments.

The unobservable inputs used in the determination of the fair value of the contingent consideration include management's assumptions about the likelihood of payment based on the established benchmarks, discount rates, and an internal rate of return analysis.

The fair value measurement includes inputs that are Level 3 inputs as they are not observable in the market.

1 unchanged sentence

Changes in the fair value of the contingent consideration are measured each reporting period and reflected in our results of operations.

As of March 31, 2026, there was $ 29.1 million in other current and other long-term liabilities for contingent consideration.

The following table provides a reconciliation of the beginning and ending balances and gains or losses recognized during the three months ended March 31, 2026 ( in thousands ):

As of June 30, 2026, there was $ 29.8 million in other current and other long-term liabilities for contingent consideration.

The following table provides a reconciliation of the beginning and ending balances and gains or losses recognized during the six months ended June 30, 2026 ( in thousands ):

Contingent Consideration

4 unchanged sentences

Total remeasurement adjustments:

Changes in fair value recorded in other expense (income), net

Balance at March 31, 2026

*Amounts included in other current liabilities were $ 13.1 million and $ 9.4 million for the periods ending March 31, 2026 and December 31, 2025, respectively.

Amounts included in other long-term liabilities were $ 16.0 million and $ 4.4 million for the periods ending March 31, 2026 and December 31, 2025, respectively.

Changes in fair value recorded in other income, net 714

Balance at June 30, 2026*

*Amounts included in other current liabilities were $ 12.7 million and $ 9.4 million for the periods ending June 30, 2026 and December 31, 2025, respectively.

Amounts included in other long-term liabilities were $ 17.1 million and $ 4.4 million for the periods ending June 30, 2026 and December 31, 2025, respectively.

Sensitivity to Changes in Significant Unobservable Inputs

The significant Level 3 unobservable inputs used in the fair value measurement of contingent consideration related to the acquisitions are annualized EBITDA forecasts developed by the Company's management and the probability of achievement of those EBITDA results.

The discount rate used in the calculations was 8.0 percent.

The discount rate used in the calculations was 8.3 percent as of June 30, 2026.

Changes in our unobservable inputs in isolation would result in a change to our fair value measurement.

As of March 31, 2026, the maximum amount of contingent consideration payable under these arrangements is $ 32.5 million over three years .

Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheets at March 31, 2026 and December 31, 2025, but which require disclosure of their fair values include:

As of June 30, 2026, the maximum amount of contingent consideration payable under these arrangements is $ 33.0 million over three years .

Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheets at June 30, 2026 and December 31, 2025, but which require disclosure of their fair values include:

cash, restricted cash, accounts receivable, trade accounts payable and accrued expenses.

The Company believes that the estimated fair value of such instruments at March 31, 2026 and December 31, 2025 approximates their carrying value as reported on the unaudited condensed consolidated balance sheets due to the relative short maturity of these instruments.

The Company believes that the estimated fair value of such instruments at June 30, 2026 and December 31, 2025 approximates their carrying value as reported on the unaudited condensed consolidated balance sheets due to the relative short maturity of these instruments.

See Note 8 - Long-term Debt for fair value disclosures on our asset-backed line of credit and term loan debt under our syndicated credit agreement facilities.

3 unchanged sentences

The carrying values of inventories are as follows ( in thousands ):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Finished goods $ 107,498 $ 98,089

5 unchanged sentences

Costs and estimated profits on uncompleted contracts and related amounts billed were as follows ( in thousands ):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Costs incurred on uncompleted contracts $ 248,513 $ 147,866

3 unchanged sentences

Net $ 37,325 $ 38,166

Such amounts were included in the accompanying unaudited condensed consolidated balance sheets for March 31, 2026 and December 31, 2025 under the following captions ( in thousands ):

March 31, 2026 December 31, 2025

Such amounts were included in the accompanying unaudited condensed consolidated balance sheets for June 30, 2026 and December 31, 2025 under the following captions ( in thousands ):

June 30, 2026 December 31, 2025

Costs and estimated profits in excess of billings $ 58,958 $ 53,855

1 unchanged sentence

Net $ 37,325 $ 38,166

During the three months ended March 31, 2026 and 2025, $ 0.8 million and $ 5.1 million of the balances that were previously classified as contract liabilities at the beginning of the period were recognized in revenues, respectively.

During the six months ended June 30, 2026 and 2025, $ 3.2 million and $ 3.1 million of the balances that were previously classified as contract liabilities at the beginning of the period were recognized in revenues, respectively.

Contract asset and liability changes were primarily due to normal activity and timing differences between our performance and customer payments.

NOTE 7 – INCOME TAXES

The following table presents provision for income taxes (in thousands, except for effective tax rate):

Three Months Ended March 31,

The following table presents provision for income taxes (in thousands, except for effective tax rates):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Income before provision for income taxes $ 39,721 $ 31,596 $ 66,346 $ 58,769

4 unchanged sentences

Significant judgment is required in determining our provision for income taxes and evaluating our uncertain tax positions.

The effective tax rate increased slightly, primarily due to discrete items, including a decrease in tax benefits related to stock-based compensation vested during the period, net of amounts limited by Section 162(m), a lower benefit from research and development tax credits, and an increase in non-deductible expenses.

The effective tax rate increased primarily due to discrete items, including updates to the tax reserves, which reflect our ongoing assessment of uncertain tax positions, including research and development tax credits for which we believe our position is supportable and intend to dispute any proposed IRS adjustments, a decrease in tax benefits related to stock-based compensation vested during the period, net of amounts limited by Section 162(m), and an increase in non-deductible expenses.

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position will be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position.

2 unchanged sentences

A number of countries have utilized the administrative guidance as a starting point for legislation that went into effect January 1, 2024.

As of March 31, 2026, DXP anticipates the impact of Pillar Two to be immaterial to the Company based on current legislation that has been enacted to date.

As of June 30, 2026, the impact of Pillar Two is expected to be immaterial to the Company based on current legislation enacted to date.

NOTE 8 – LONG-TERM DEBT

Long-term debt consisted of the following ( in thousands ):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

ABL Revolver $ — $ —

11 unchanged sentences

$ 816,365 $ 818,476

(1) The fair value of the Amended Term Loan B due October 13, 2030 using level 2 input values was $ 849.0 million and $ 854.3 million as of March 31, 2026 and December 31, 2025, respectively.

(1) The fair value of the Amended Term Loan B due October 13, 2030 using level 2 input values was $ 846.4 million and $ 854.3 million as of June 30, 2026 and December 31, 2025, respectively.

Senior Secured Term Loan B:

7 unchanged sentences

The Senior Secured Term Loan B amortizes in equal quarterly installments of 0.25 percent, with the remaining balance being payable on October 13, 2030, when the facility matures.

As of March 31, 2026 there was $ 843.8 million outstanding under the Senior Secured Term Loan B.

As of June 30, 2026 there was $ 841.6 million outstanding under the Senior Secured Term Loan B.

Interest rate

1 unchanged sentence

The Senior Secured Term Loan B is guaranteed by each of the Company’s direct and indirect material wholly owned subsidiaries, other than any of the Company’s Canadian subsidiaries and certain other excluded subsidiaries.

The interest rate for the Senior Secured Term Loan B was 6.92 percent and 7.17 percent as of March 31, 2026 and December 31, 2025, respectively.

The interest rate for the Senior Secured Term Loan B was 6.89 percent and 7.17 percent as of June 30, 2026 and December 31, 2025, respectively.

Facility Size Increases

5 unchanged sentences

The Company’s primary financial covenant under the Senior Secured Term Loan B is a Secured Leverage Ratio.

The Senior Secured Term Loan B Agreement requires that the Company’s Secured Leverage Ratio as of March 31, 2026 to be less than 5.75 to 1.00.

As of March 31, 2026, the Company’s Secured Leverage Ratio was 2.59 to 1.00.

The Senior Secured Term Loan B Agreement requires that the Company’s Secured Leverage Ratio as of June 30, 2026 to be less than 5.75 to 1.00.

As of June 30, 2026, the Company’s Secured Leverage Ratio was 2.30 to 1.00.

ABL Revolver:

5 unchanged sentences

Fees payable on the unused portion of the facility range from 0.25 percent to 0.375 percent per annum.

At March 31, 2026 the unused line fee was 0.375 percent and there were no amounts outstanding under the ABL Revolver.

At June 30, 2026 the unused line fee was 0.375 percent and there were no amounts outstanding under the ABL Revolver.

On July 2, 2026, the Company entered into a Second Amended and Restated Loan and Security Agreement (the “Second A&R Credit Agreement”).

The ABL Credit Agreement provides for asset-based revolving loans (the “ABL Loans”) in an aggregate principal amount of up to $ 225.0 million.

The ABL Credit Agreement amends and restates the Amended and Restated Loan and Security Agreement dated as of July 19, 2022.

The ABL Facility will mature on July 2, 2031.

For further discussion refer to Note 17.

Subsequent Events .

Each of our current and future wholly owned material U.S.

10 unchanged sentences

Excess Availability

The borrowing availability under our credit facility was $ 153.3 million and $ 153.5 million at March 31, 2026 and December 31, 2025, respectively.

The borrowing availability under our credit facility was $ 147.9 million and $ 153.5 million at June 30, 2026 and December 31, 2025, respectively.

Interest rate

The interest rate for the ABL Revolver was 7.00 percent and 7.00 percent as of March 31, 2026 and December 31, 2025, respectively.

The interest rate for the ABL Revolver was 7.00 percent and 7.00 percent as of June 30, 2026 and December 31, 2025, respectively.

Financial Covenant

2 unchanged sentences

The Company is restricted from allowing its fixed charge coverage ratio to be less than 1.00 to 1.00 during a compliance period, which is triggered when the availability under the ABL Revolver falls below a threshold set forth in the ABL Credit Agreement.

As of March 31, 2026, the Company's Fixed Charge Coverage Ratio was 2.54 to 1.00.

The Company was in compliance with all financial covenants as of March 31, 2026.

As of June 30, 2026, the Company's Fixed Charge Coverage Ratio was 2.97 to 1.00.

The Company was in compliance with all financial covenants as of June 30, 2026.

Promissory Note:

6 unchanged sentences

Maturities of Debt

As of March 31, 2026, the maturities of long-term debt for the next five years were as follows ( in thousands ):

As of June 30, 2026, the maturities of long-term debt for the next five years were as follows ( in thousands ):

Total $ 842,545

Interest Expense:

During the three and six months ended June 30, 2026, the Company incurred total interest expense of $ 16.8 million and $ 33.3 million, respectively, of which $ 15.2 million and $ 30.2 million is related to interest on the asset-based credit facilities and the term loans.

Debt issuance costs and discounts are amortized as interest expense over the life of the debt.

Amortization expense related to debt issuance costs and discounts was $ 1.1 million and $ 2.3 million for the three and six months ended June 30, 2026, respectively.

The remaining $ 0.4 million and $ 0.8 million of interest expense is primarily related to interest attributable to finance leases for the three and six months ended June 30, 2026, respectively.

During the three and six months ended June 30, 2025, the Company incurred total interest expense of $ 14.7 million and $ 29.4 million, respectively, of which $ 13.4 million and $ 26.8 million related to interest on the ABL Facility and the term loans, respectively.

Debt issuance costs and discounts are amortized as interest expense over the life of the debt.

Amortization expense related to debt issuance costs and discounts was $ 1.0 million and $ 1.9 million for the three and six months ended June 30, 2025, respectively.

The remaining $ 0.3 million and $ 0.7 million of interest expense is primarily related to interest attributable to finance leases for the three and six months ended June 30, 2025, respectively.

NOTE 9 - EARNINGS PER SHARE

2 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated ( in thousands, except per share data ):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Basic earnings per share:

14 unchanged sentences

Per share amount $ 1.76 $ 1.43 $ 2.98 $ 2.67

As of March 31, 2026 and 2025, the weighted average of the unvested restricted stock awards were 219,904 and 302,647 shares, respectively.

As of June 30, 2026 and 2025, the weighted average of the unvested restricted stock awards were 170,443 and 258,121 shares, respectively.

The preferred stock is convertible into 840,000 shares of common stock.

6 unchanged sentences

The Service Centers segment is engaged in providing maintenance, MRO products and equipment, including logistics capabilities, to industrial customers.

The Service Centers segment provides a wide range of MRO products in the rotating equipment, bearing, power transmission, hose, fluid power, metal working, fastener, industrial supply, safety products and safety services categories.

The Innovative Pumping Solutions segment fabricates and assembles custom-made pump packages, re-manufactures pumps, manufactures branded private label pumps, and provides products and process lines for the water and wastewater treatment industries.

The Service Centers segment provides a wide range of MRO products in the rotating equipment, bearing, power transmission, hose, fluid power, metal working, industrial supply, safety products and safety services categories.

The Innovative Pumping Solutions segment fabricates and assembles custom-made engineered solutions including pump packages, re-manufactured pumps, manufacturing of branded private label pumps, and provides products and process lines for the water and wastewater treatment industries.

The Supply Chain Services segment provides a wide range of MRO products and manages all or part of a customer's supply chain, including warehouse and inventory management.

11 unchanged sentences

As a part of the Company's annual business planning, the CODM reviews our reportable segment composition and financial performance.

As of March 31, 2026, there was no change to our reportable segment composition.

As of June 30, 2026, there was no change to our reportable segment composition.

The following table sets forth financial information related to the Company's segments ( in thousands ):

Three Months Ended March 31, 2026 Service Center

Three Months Ended June 30, 2026 Service Center

Innovative Pumping Solutions

15 unchanged sentences

Other primarily includes selling, general and administrative expenses of $ 23.9 million and amortization of intangible assets of $ 6.8 million.

Three Months Ended March 31, 2025 Service Center

Three Months Ended June 30, 2025 Service Center

Innovative Pumping Solutions

15 unchanged sentences

Other primarily includes selling, general and administrative expenses of $ 21.3 million and amortization of intangible assets of $ 5.3 million.

Six Months Ended June 30, 2026 Service Center

Innovative Pumping Solutions

Supply Chain Services

Total Reportable Segments

$ 705,874 $ 261,399 $ 130,846 $ 1,098,119 $ — $ 1,098,119

Operating expenses

596,523 210,653 117,771 924,947 — 924,947

Other expenses

Depreciation 2,067 1,843 14 3,924 2,080 6,004

Amortization of finance lease assets

3,444 570 163 4,177 258 4,435

— — — — 64,766 64,766

Operating income (loss) $ 103,840 $ 48,333 $ 12,898 $ 165,071 $ ( 67,104 ) $ 97,967

Interest expense — — — — 33,274 33,274

Other income, net — — — — ( 1,653 ) ( 1,653 )

Income (loss) before income taxes $ 103,840 $ 48,333 $ 12,898 $ 165,071 $ ( 98,725 ) $ 66,346

Capital expenditures $ 2,548 $ 1,325 $ — $ 3,873 $ 2,042 $ 5,915

Other primarily includes selling, general and administrative expenses of $ 51.0 million and amortization of intangible assets of $ 13.8 million.

Six Months Ended June 30, 2025 Service Center

Innovative Pumping Solutions

Supply Chain Services

Total Reportable Segments

$ 666,806 $ 179,722 $ 128,723 $ 975,251 $ — $ 975,251

Operating expenses

565,832 145,685 117,835 829,352 — 829,352

Other Expenses

Depreciation 1,869 1,562 16 3,447 1,389 4,836

Amortization of finance lease assets

1,890 426 80 2,396 708 3,104

— — — — 51,458 51,458

Operating income (loss) $ 97,215 $ 32,049 $ 10,792 $ 140,056 $ ( 53,555 ) $ 86,501

Interest expense — — — — 29,404 29,404

Other income, net — — — — ( 1,672 ) ( 1,672 )

Income (loss) before income taxes $ 97,215 $ 32,049 $ 10,792 $ 140,056 $ ( 81,287 ) $ 58,769

Capital expenditures $ 2,498 $ 1,486 $ — $ 3,984 $ 26,276 $ 30,260

Other primarily includes selling, general and administrative expenses of $ 40.8 million and amortization of intangible assets of $ 10.7 million.

The following table sets forth total assets related to the Company's segments ( in thousands ):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Service Centers $ 848,856 $ 820,289

13 unchanged sentences

During the first quarter of 2026, the Company acquired three businesses for a total of $ 126.3 million.

The Company acquired these businesses to expand its platforms and to maintain its leading position as the largest distributor of rotating equipment in North America.

A summary of the preliminary allocation of the total purchase consideration of our business acquisition during the three months ended March 31, 2026 is presented as follows ( in thousands ):

The Company acquired these businesses to expand its water and wastewater platform and to maintain its leading position as the largest distributor of rotating equipment in North America.

During the second quarter of 2026, the Company acquired one business for a total of $ 9.3 million.

The Company acquired this business to expand its water and wastewater platform, expand into a new territory, and to maintain its leading position as the largest distributor of rotating equipment in North America.

A summary of the preliminary allocation of the total purchase consideration of our business acquisition during the six months ended June 30, 2026 is presented as follows ( in thousands ):

Acquisition 1

All Other Acquisitions Q1 2026 Total for Q1 2026 Q2 2026 Acquisitions Total

Cash payments $ 86,959 $ 21,982 $ 108,941 $ 7,781 $ 116,722

8 unchanged sentences

Goodwill $ 42,386 $ 13,900 $ 56,286 $ 7,516 $ 63,802

The total purchase consideration related to our acquisitions for the three months ended March 31, 2026 consisted primarily of cash consideration.

The total purchase consideration related to our acquisitions for the six months ended June 30, 2026 consisted primarily of cash consideration.

The total cash and cash equivalents acquired for these acquisitions was $ 6.4 million.

Transaction-related costs for acquisitions consummated during the period and included within selling, general, and administrative expenses in the consolidated statements of operations was $ 0.8 million as of March 31, 2026.

The goodwill total of approximately $ 56.3 million for the three months ended March 31, 2026 assigned to our IPS segment was primarily attributable to expected synergies and the assembled workforce of the entities.

The goodwill total of approximately $ 63.8 million for the six months ended June 30, 2026 assigned to our IPS segment was primarily attributable to expected synergies and the assembled workforce of the entities.

The total amount of goodwill expected to be deductible for tax purposes is $ 54.5 million.

The acquisitions' operating results are included within the Company's consolidated statements of operations from the date of acquisition, which were not material for the three months ended March 31, 2026.

The acquisitions' operating results are included within the Company's consolidated statements of operations from the date of acquisition, which were not material for the six months ended June 30, 2026.

Pro forma results of operations information have not been presented, as the effects of the acquisitions were not material to our financial results.

Of the $ 48.5 million of acquired intangible assets, $ 0.3 million was provisionally assigned to non-compete agreements that are subject to amortization over 5 years, $ 29.7 million was assigned to customer relationships and will be amortized over a period of 8 years, $ 6.9 million was assigned to trade names and will be amortized over a period of 10 years, and $ 11.6 million was assigned to dealer relationships and will be amortized over a period of 9 years.

Of the $ 48.9 million of acquired intangible assets, $ 0.4 million was provisionally assigned to non-compete agreements that are subject to amortization over 5 years, $ 41.6 million was assigned to customer relationships and vendor relationships and will be amortized over a period of 8 years through 9 years, and $ 6.9 million was assigned to trade names and will be amortized over a period of 10 years.

NOTE 13 - SHARE REPURCHASES

3 unchanged sentences

Total consideration paid to repurchase the shares was recorded in shareholders’ equity as treasury stock.

There were no shares repurchased under the new Share Repurchase Program for the three months ended March 31, 2026 and 2025, respectively.

There were no shares repurchased under the new Share Repurchase Program for the six months ended June 30, 2026 and 2025, respectively.

NOTE 14 - SUPPLEMENTAL CASH FLOW INFORMATION

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

6 unchanged sentences

The components of other (income) expense were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2026 2025 2026 2025

Interest income $ ( 1,268 ) $ ( 765 ) ( 2,526 ) ( 1,797 )

4 unchanged sentences

The Company disaggregates revenue based upon our geography and our reportable segments - Service Centers, Innovative Pumping Solutions, and Supply Chain Services.

Each of our geographic and reportable business segments are impacted and influenced by varying factors, including the macroeconomic environment, maintenance and capital spending and commodity prices and exploration and production activity.

Each of our geographic and reportable business segments are impacted and influenced by varying factors, including the macroeconomic environment, maintenance and capital spending, commodity prices, and exploration and production activity.

As such, we believe this information is important in depicting the nature, timing and uncertainty of our contracts with customers.

1 unchanged sentence

Geographical Information

Revenues are presented in geographic area based on location of the facility shipping products or providing services.

Revenues are presented in geographic areas based on location of the facility shipping products or providing services.

The Company’s revenues by geographical location are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Canada 20,985 19,369 36,941 38,357

284 449 598 790

Total $ 576,461 $ 498,682 $ 1,098,119 $ 975,251

2 unchanged sentences

"Acquisition Sales" are sales from acquisitions that have been under our ownership for less than twelve months and are excluded in our calculation of Organic Sales.

The following tables sets forth the disaggregation of sales associated with Acquisition and Organic sales for the three months ended March 31, 2026 and 2025 (in thousands) :

The following tables sets forth the disaggregation of sales associated with Acquisition and Organic sales for the three and six months ended June 30, 2026 and 2025 (in thousands) :

Sales Acquisition Sales Organic Sales

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Service Centers $ 367,898 $ 2,870 $ 365,028

2 unchanged sentences

Total Sales $ 576,461 $ 49,848 $ 526,613

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Service Centers $ 339,731 $ 15,555 $ 324,176

10 unchanged sentences

Total % Change 15.6 % 102.6 % 11.1 %

Sales Acquisition Sales Organic Sales

Six Months Ended June 30, 2026

Service Centers $ 705,874 $ 8,581 $ 697,293

Innovative Pumping Solutions 261,399 82,012 179,387

Supply Chain Services 130,846 — 130,846

Total Sales $ 1,098,119 $ 90,593 $ 1,007,526

Six Months Ended June 30, 2025

Service Centers $ 666,806 $ 33,496 $ 633,310

Innovative Pumping Solutions 179,722 22,221 157,501

Supply Chain Services 128,723 — 128,723

Total Sales $ 975,251 $ 55,717 $ 919,534

Service Centers $ 39,068 $ ( 24,915 ) $ 63,983

Innovative Pumping Solutions 81,677 59,791 21,886

Supply Chain Services 2,123 — 2,123

Total $ Change $ 122,868 $ 34,876 $ 87,992

Service Centers 5.9 % ( 74.4 ) % 10.1 %

Innovative Pumping Solutions 45.4 % 269.1 % 13.9 %

Supply Chain Services 1.6 % N/A 1.6 %

Total % Change 12.6 % 62.6 % 9.6 %

NOTE 17 - SUBSEQUENT EVENT

On July 2, 2026 the Company entered into a Second Amended and Restated Loan and Security Agreement.

The ABL Credit Agreement provides for the ABL Loans in an aggregate principal amount of up to $ 225.0 million.

The ABL Facility may be increased by up to an aggregate of $ 50.0 million, in minimum increments of $ 10.0 million.

The ABL Credit Agreement amends and restates the Amended and Restated Loan and Security Agreement dated as of July 19, 2022.

Interest shall accrue on outstanding borrowings at a rate equal to Term SOFR or Term CORRA plus a margin ranging from 1.25 % to 1.75 % per annum, or at an alternate base rate, Canadian prime rate or Canadian base rate plus a margin ranging from 0.25 % to 0.75 % per annum, in each case, based upon the average daily excess availability under the ABL Facility for the most recently completed calendar quarter.

The ABL Facility will mature on July 2, 2031.

On August 1, 2026, the Company completed the acquisition of Mequipco Ltd.

Mequipco Ltd., provides DXP with a Canadian water and wastewater presence.

The acquisition was funded with cash on the balance sheet and shares of DXP common stock.

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-Q

Item 1. Financial Statements