Distribution Solutions Group, Inc. 8-KCurrent Reports (8-K / ad hoc)

Financial Statements

Item 8.01 Other Events . On October 12, 2026, Lawson Products, Inc. (“Lawson” ) , an Illinois corporation and wholly owned subsidiary of Distribution Solutions Group, Inc., a Delaware corporation (“DSG” or the “Company”), entered into an Agreement and Plan of Merger (the “Grade Eight Merger Agreement”) with GradeEight Holdings, LLC, a Delaware limited liability company (“GradeEight”), 301 Grade Eight Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Lawson (the “Grade Eight Merger Sub”), and SV-WD, LLC, a Delaware limited liability company, solely in its capacity as unitholder representative, pursuant to which Lawson will acquire GradeEight, by means of a merger of the Grade Eight Merger Sub with and into GradeEight (the “Grade Eight Merger”), with GradeEight continuing as the surviving limited liability company and wholly owned subsidiary of Lawson (as such, the “Surviving Company”). The total amount to be paid by Lawson in the transaction is approximately $145 million, subject to certain adjustments set forth in the Grade Eight Merger Agreement (the “Purchase Price”). The Grade Eight Merger is not subject to any financing condition or contingency, and Lawson expects to fund the Purchase Price with borrowings under DSG’s existing $400 million revolving credit facility and available cash. The consummation of the Grade Eight Merger is subject to certain closing and termination conditions customary for transactions similar to the Grade Eight Merger. On October 13, 2026, the Company issued a press release announcing the entry of Lawson into the Grade Eight Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. Additional Information About the Merger and Where to Find It On July 15, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Eclipse Parent Acquisitions, LLC, a Delaware limited liability company (“Parent”), Eclipse Intermediate Acquisitions, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Intermediate”), and Eclipse Acquisitions Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Intermediate (“Merger Sub”). Parent, Intermediate, and Merger Sub were formed by, and are affiliated with, LKCM Headwater Investments, LLC (“LKCM H