0000703604 FALSE 0000703604 2024-05-02 2024-05-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): |  | May 2, 2024

DISTRIBUTION SOLUTIONS GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware |  | 0-10546 |  | 36-2229304
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

301 Commerce Street, Suite 1700, | Fort Worth, | Texas |  | 76102
(Address of principal executive offices) |  | (Zip Code)
(Registrant's telephone number, including area code) |  | (888) | 611-9888

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common stock, $1.00 par value |  | DSGR |  | The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.
On May 2, 2024, Distribution Solutions Group, Inc. issued a press release announcing its first quarter 2024 results. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued on May 2, 2024
99.2 2023 and 2022 Revised Presentations of Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted EPS by Quarter Revised EPS

SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  | DISTRIBUTION SOLUTIONS GROUP, INC.
|  |  | (Registrant)
Date: | May 2, 2024 |  | By: /s/ Ronald J. Knutson
|  |  | Name: Ronald J. Knutson
|  |  | Title: Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number |  | Description
99.1 |  | Press Release Issued May 2, 2024
99.2 |  | 2023 and 2022 Revised Presentations of Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted EPS by Quarter