{"filing":{"accession_number":"0001193125-26-306263","cik":"0000703604","ticker":"DSGR","company_name":"Distribution Solutions Group, Inc.","form":"8-K","filing_date":"2026-07-16","report_date":null,"primary_document":"d131211d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/703604/000119312526306263/d131211d8k.htm"},"events":[{"id":18512,"run_id":16641,"accession_number":"0001193125-26-306263","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Distribution Solutions Group entered into a definitive Agreement and Plan of Merger on July 15, 2026, whereby LKCM Headwater Investments and affiliates will acquire all outstanding shares not already owned for $35.00 per share in cash (an 81% premium to pre-announcement closing price), resulting in the Company becoming a privately held subsidiary and ceasing to be publicly traded on Nasdaq upon completion. The transaction requires stockholder approval and HSR clearance.","company_name":"Distribution Solutions Group, Inc.","ticker":"DSGR","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17342,"accession_number":"0001193125-26-306263","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Distribution Solutions Group entered into a definitive Agreement and Plan of Merger on July 15, 2026, whereby LKCM Headwater Investments and affiliates will acquire all outstanding shares not already owned for $35.00 per share in cash, resulting in the Company becoming a privately held subsidiary. This is a material acquisition/change of control transaction requiring stockholder approval and HSR clearance, with the Company ceasing to be publicly traded on Nasdaq upon completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:28:42.866061+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17344,"accession_number":"0001193125-26-306263","item_number":"7.01","item_title":"Regulation FD.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Distribution Solutions Group announced execution of a definitive merger agreement under which LKCM Headwater Investments will acquire all outstanding shares not already owned for $35.00 per share in cash, representing an 81% premium to the pre-announcement closing price. The transaction will result in the company becoming privately held and delisted from Nasdaq. This is a material acquisition/change of control event requiring stockholder approval and HSR clearance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:28:42.866061+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18513,"run_id":16641,"accession_number":"0001193125-26-306263","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Distribution Solutions Group amended its existing credit agreement with JPMorgan Chase Bank to introduce a 'certain funds' mechanism allowing revolving loans to fund the merger consideration, with a cap of $100 million in borrowings during the interim period.","company_name":"Distribution Solutions Group, Inc.","ticker":"DSGR","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17343,"accession_number":"0001193125-26-306263","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses an amendment to the Company's existing credit agreement with JPMorgan Chase Bank that creates a new direct financial obligation framework. The amendment introduces a \"certain funds\" mechanism allowing revolving loans to fund the merger consideration, with a cap of $100 million in borrowings during the interim period. This constitutes creation of a direct financial obligation under the credit facility, which is the core substance of Item 2.03 disclosure. While the amendment is tied to the merger transaction (which is separately disclosed as M\u0026A activity), the Item 2.03 section specifically addresses the debt financing mechanism itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:28:42.866061+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17342,"accession_number":"0001193125-26-306263","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Distribution Solutions Group entered into a definitive Agreement and Plan of Merger on July 15, 2026, whereby LKCM Headwater Investments and affiliates will acquire all outstanding shares not already owned for $35.00 per share in cash, resulting in the Company becoming a privately held subsidiary. This is a material acquisition/change of control transaction requiring stockholder approval and HSR clearance, with the Company ceasing to be publicly traded on Nasdaq upon completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:28:42.866061+00:00","company_name":"Distribution Solutions Group, Inc.","ticker":"DSGR","filing_date":"2026-07-16"},{"id":17343,"accession_number":"0001193125-26-306263","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses an amendment to the Company's existing credit agreement with JPMorgan Chase Bank that creates a new direct financial obligation framework. The amendment introduces a \"certain funds\" mechanism allowing revolving loans to fund the merger consideration, with a cap of $100 million in borrowings during the interim period. This constitutes creation of a direct financial obligation under the credit facility, which is the core substance of Item 2.03 disclosure. While the amendment is tied to the merger transaction (which is separately disclosed as M\u0026A activity), the Item 2.03 section specifically addresses the debt financing mechanism itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:28:42.866061+00:00","company_name":"Distribution Solutions Group, Inc.","ticker":"DSGR","filing_date":"2026-07-16"},{"id":17344,"accession_number":"0001193125-26-306263","item_number":"7.01","item_title":"Regulation FD.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Distribution Solutions Group announced execution of a definitive merger agreement under which LKCM Headwater Investments will acquire all outstanding shares not already owned for $35.00 per share in cash, representing an 81% premium to the pre-announcement closing price. The transaction will result in the company becoming privately held and delisted from Nasdaq. This is a material acquisition/change of control event requiring stockholder approval and HSR clearance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:28:42.866061+00:00","company_name":"Distribution Solutions Group, Inc.","ticker":"DSGR","filing_date":"2026-07-16"}]}