Distribution Solutions Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Nature of Operations and Basis of Presentation

Organization

Distribution Solutions Group, Inc. (“DSG”), a Delaware corporation, is a global specialty distribution company providing value added distribution solutions to the maintenance, repair and operations (“MRO”), original equipment manufacturer (“OEM”) and industrial technology markets.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “DSG”, the “Company”, “we”, “our” or “us” refer to Distribution Solutions Group, Inc., and all entities consolidated in the accompanying unaudited condensed consolidated financial statements.

Nature of Operations

A summary of the nature of operations for our reportable segments is presented below.

Lawson is a distributor of specialty products and services to the industrial, commercial, institutional and governmental MRO marketplace. Lawson primarily distributes MRO products to its customers through a network of sales representatives and an inside sales channel throughout the United States and Canada.

TestEquity is a distributor of test and measurement equipment and solutions, industrial and electronic production supplies, vendor managed inventory programs, and converting, fabrication and adhesive solutions from its leading manufacturer partners supporting the aerospace and defense, wireless and communication, semiconductors, industrial electronics and automotive, and electronics manufacturing industries.

Canada Branch Division is a distributor ofindustrial MRO supplies, safety products, fasteners, power tools and related value-add services to the Canadian MRO market through the sale of products and services via warehouse shipments and to its walk-up customers through 38 branch locations.

Recent Events

On September 1, 2026, DSG acquired all of the outstanding capital stock of American Fasteners Corporation (“American Fasteners” and the “American Fasteners Transaction”). American Fasteners is located in South Florida and distributes fasteners, tools, construction supplies and other industrial products throughout South Florida, Latin America and the Caribbean. The total purchase price paid was $42.2 million, net of cash acquired of $5.1 million, which was funded with available cash and borrowings under the Credit Agreement. Refer to Note 3 – Business Acquisitions for additional information about American Fasteners and the American Fasteners Transaction.

Eastern Valve Acquisition

On March 9, 2026, DSG acquired all of the issued and outstanding stock of Eastern Valve & Control Specialties Ltd. (“Eastern Valve” and the “Eastern Valve Transaction”). Eastern Valve is located in Paradise, Newfoundland, Canada and supplies and services industrial valve products throughout Atlantic Canada. The total purchase consideration exchanged was $16.5 million, net of cash acquired of $0.3 million. DSG funded the Eastern Valve Transaction with borrowings under the Credit Agreement. Refer to Note 3 – Business Acquisitions for additional information about Eastern Valve and the Eastern Valve Transaction.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all disclosures required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with DSG’s audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”). All normal recurring adjustments have been made that are necessary to fairly state the results of operations for the interim periods. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Period-end Dates: The Company and its consolidated subsidiaries, except for the subsidiaries in the Gexpro Services segment, operate on a calendar year-end. Gexpro Services operates on a calendar year-end for annual reporting purposes. However, quarterly financial statements for Gexpro Services are prepared on financial close dates that may differ from that of the Company. For the quarter ended September 30, 2026, there was a four day difference in the period end. The consolidated financial statement impact of the four day difference arising from the different period ends for the quarter ended September 30, 2026 was not material. The Company utilizes the exchange rates in effect at Gexpro Services’ reporting date and the appropriate weighted-average rate for its fiscal reporting period.

Note 2 – Summary of Significant Accounting Policies

There were no significant changes to the Company’s accounting policies from those disclosed in DSG’s Annual Report on Form 10-K for the year ended December 31, 2025. See Note 2 of the 2025 consolidated financial statements included in DSG’s Annual Report on Form 10-K for the year ended December 31, 2025 for further details of the Company’s significant accounting policies.

Recent Accounting Pronouncements - Adopted

From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. The pronouncement is effective on a prospective basis for interim and annual reporting periods beginning after December 15, 2025, with early adoption permitted. The Company adopted this guidance on January 1, 2026. The adoption had no material impact on the Company’s financial condition, results of operations or cash flows.

Recent Accounting Pronouncements - Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income, which requires disclosure of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The pronouncement is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

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, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment. The pronouncement is effective for interim and annual reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The pronouncement is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

Note 3 – Business Acquisitions

DSG and its operating companies acquired businesses during the nine months ended September 30, 2026. The acquisitions were accounted for under ASC 805, the acquisition method of accounting. For each acquisition, the allocation of consideration exchanged to the assets acquired and liabilities assumed was based on estimated acquisition-date fair values. The final valuations will be completed within the one-year measurement period following the respective acquisition date, and any adjustments will be recorded in the period in which the adjustments are determined.

Eastern Valve

On March 9, 2026, DSG acquired all of the issued and outstanding stock of Eastern Valve & Control Specialties Ltd. (“Eastern Valve”), with a purchase price of approximately $16.5 million, net of cash acquired of $0.3 million. Eastern Valve is located in Paradise, Newfoundland, Canada and supplies and services industrial valve products throughout Atlantic Canada. Eastern Valve was acquired to expand DSG’s operating footprint in the Canadian market. The results of operations of Eastern Valve are included within the Canada Branch Division reportable segment. The acquisition was funded with borrowings under the Credit Agreement. Refer to Note 8 – Debt for information about the Credit Agreement.

The following table summarizes the allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed, including the allocation to other intangible assets acquired:

(1)The fair value of accounts receivable approximated the gross contractual value.

Certain estimated values for the Eastern Valve Transaction, including working capital and other adjustments to the initial balance sheet, the valuation of intangibles and property, plant and equipment and income taxes are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the date of acquisition. During the measurement period, the Company completed its assessment of certain assets and liabilities and finalized the working capital adjustment in accordance with the purchase agreement. As a result, the preliminary purchase price allocation was revised to reflect new information about facts and circumstances that existed as of the acquisition date. The adjustments resulted in a $0.6 million increase to goodwill. Total purchase consideration, net of cash acquired increased due to working capital and other adjustments in accordance with the purchase agreement of $0.3 million.

The customer relationships and trade names intangible assets have estimated useful lives of 10 years and 8 years, respectively. Goodwill generated from Eastern Valve Transaction is not deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities.

American Fasteners

On September 1, 2026, DSG acquired all of the outstanding capital stock of American Fasteners Corporation (“American Fasteners” and the “American Fasteners Transaction”), with a purchase price of approximately $42.2 million, net of cash acquired of $5.1 million. American Fasteners is located in South Florida and distributes fasteners, tools, construction supplies and other industrial products throughout South Florida, Latin America and the Caribbean. American Fasteners was acquired to expand DSG’s operating footprint in the South Florida, Latin America and the Caribbean markets. The results of operations of American Fasteners are included within the Lawson reportable segment. The acquisition was funded with the Company’s existing cash balances and borrowings under the Company’s Credit Agreement. Refer to Note 8 – Debt for information about the Credit Agreement.

The following table summarizes the allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed, including the allocation to other intangible assets acquired:

(1)The fair value of accounts receivable approximated the gross contractual value.

(2) The Company paid$0.2 millionof the American Fasteners deferred consideration during thethree and nine months ended September 30, 2026.

Certain estimated values for the American Fasteners Transaction, including working capital and other liability adjustments, right of use assets, the valuation of intangibles and property, plant and equipment and income taxes are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the date of acquisition.

The customer relationships and trade names intangible assets have estimated useful lives of 10 years. Goodwill generated from the American Fasteners Transaction isnot deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities.

Unaudited Pro Forma Information

The following table presents estimated unaudited pro forma consolidated financial information for DSG as if our 2026 acquisitions disclosed above occurred on January 1, 2025. The unaudited pro forma information reflects adjustments including amortization on acquired intangible assets, interest expense, and the related tax effects. This information is presented for informational purposes only and is not necessarily indicative of future results or the results that would have occurred had the acquisitions been completed on January 1, 2025.

Actual Results of Business Acquisition

The following table presents actual results attributable to our 2026 acquisitions of Eastern Valve and American Fasteners that were included in the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026. The results for the businesses acquired in these acquisitions are only included in the following table for the portion of the respective three-month or nine-month period that is subsequent to their respective acquisition dates disclosed above.

The Company incurred transaction and integration costs (credits) related to completed and contemplated acquisitions of $4.0 million and $5.1 million for the three and nine months ended September 30, 2026 and $0.1 million and $0.0 million for the three and nine months ended 2025, respectively, which are included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Note 4 – Revenue Recognition

Disaggregation of Revenue

The Company’s revenue is primarily comprised of product sales to customers. The Company has disaggregated revenue by geographic area and by segment as it most reasonably depicts the amount, timing and uncertainty of revenue and cash flows generated from our contracts with customers. Disaggregated consolidated revenue by geographic area (based on the location to which the product is shipped to):

See Note 13 – Segment Information for disaggregation of revenue by segment.

Rental Revenue

Certain subsidiaries of the Company rent new and used equipment and tools to customers in multiple industries. This leased equipment is included in Rental equipment, net in the Unaudited Condensed Consolidated Balance Sheets, and rental revenue is included in Revenue in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The unearned rental revenue related to customer prepayments on equipment leases was nominal at September 30, 2026 and December 31, 2025.

Rental revenue from operating leases:

Note 5 – Supplemental Financial Statement Information

Restricted Cash

The Company agreed to maintain restricted cash of $9.2 million and $13.6 million as of September 30, 2026 and December 31, 2025, respectively, under agreements with outside parties. The restricted cash balances of $9.2 million and $8.5 million as of September 30, 2026 and December 31, 2025, respectively, represent deposits placed with certain lenders under the Credit Agreement, and the Company is restricted from withdrawing these balances without the prior consent of the respective lenders. The remaining restricted cash balance of $5.1 million as of December 31, 2025 represents escrow accounts that were established in conjunction with certain business acquisitions, which were released during the nine months ended September 30, 2026, after meeting certain working capital and other post-closing requirements as of the contractual post-acquisition dates.

Property, Plant and Equipment, net

Components of property, plant and equipment, net were as follows:

(1)Construction in progress primarily relates to upgrades to certain of the Company’s information technology systems and distribution facilities that we expect to place in service in the next twelve months.

Depreciation expense for property, plant and equipment and amortization expense for capitalized software, which are included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), were as follows:

Rental Equipment, net

Rental equipment, net consisted of the following:

Depreciation expense for rental equipment, which is included in Cost of goods sold in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), was as follows:

Refer to Note 4 – Revenue Recognition for a discussion on the Company’s activities as lessor.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

Other Liabilities

Other liabilities consisted of the following:

Note 6 – Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill by segment were as follows:

(1)Refer to Note 3 – Business Acquisitions for information related to measurement period adjustments.

Intangible Assets

The gross carrying amount and accumulated amortization for definite-lived intangible assets were as follows:

(1)Other primarily consists of non-compete agreements.

Amortization expense for definite-lived intangible assets is included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as follows:

The estimated aggregate amortization expense for the remaining year 2026 and each of the next four years and thereafter are as follows:

Note 7 – Leases

The Company leases property used for warehousing, distribution centers, office space, branch locations, equipment and vehicles. The components of lease cost were as follows (in thousands):

(1)Includes short-term lease expense, which is immaterial.

(2)The Company subleases excess property to third-party tenants. Sublease income is recognized on a straight-line basis over the sublease agreement and is recorded as an offset to operating lease expense.

The value of net assets and liabilities related to our operating and finance leases as of September 30, 2026 and December 31, 2025 was as follows (in thousands):

The value of lease liabilities related to our operating and finance leases and sublease income as of September 30, 2026 was as follows (in thousands):

The weighted average lease terms and interest rates of leases held as of September 30, 2026 and December 31, 2025 were as follows:

The cash outflows of leasing activity for the nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Refer to Note 4 – Revenue Recognition for a discussion on the Company’s activities as lessor.

Note 8 – Debt

The Company’s outstanding long-term debt was comprised of the following:

On July 15, 2026, the Company and certain of its subsidiaries (together with the Company, the “Loan Parties”) entered into an amendment (the “Credit Agreement Amendment”) to its existing Second Amended and Restated Credit Agreement, dated as of December 18, 2025 (as amended by the Credit Agreement Amendment, the “Credit Agreement”), pursuant to which, under the terms and subject to the conditions set forth therein, the lenders thereto agreed that, subject to the applicable terms and conditions of the Credit Agreement, the proceeds of revolving loans thereunder may be used to finance the Merger (such financing, the “Credit Agreement Financing”).

As amended, the Credit Agreement provides for (i) a $400 million senior secured revolving credit facility, with a $25 million letter of credit sub-facility and a $10 million swingline loan sub-facility, (ii) a $700 million senior secured initial term loan facility and (iii) the Company to increase the revolving commitments and incur incremental term loans in an aggregate principal amount equal to the greater of $500 million and 100% of the Company’s consolidated EBITDA, as calculated under the Credit Agreement, subject to adjustments for certain incremental borrowings and, following the proposed Merger, certain voluntary debt repayments and commitment reductions, plus additional amounts subject to compliance with a specified pro forma leverage ratio. The Company’s ability to borrow under the Credit Agreement is subject to a number of customary conditions. Such borrowings will be priced by reference to a grid based on the Company’s leverage ratio with the margins ranging from 100 basis points to 300 basis points (for borrowings bearing interest based on the Secured Overnight Financing Rate (as defined in the Credit Agreement)) andzero to 200 basis points (for borrowings bearing interest based on the Alternate Base Rate (as defined in the Credit Agreement)). The Company shall pay a facility fee to the lenders under the Credit Agreement priced by reference to a grid based on the Company’s leverage ratio, with the applicable percentage ranging from 15 basis points to 40 basis points. The Company may be required to pay additional facility fee amounts priced at 50 basis points on the amount of revolving loans borrowed, subject to customary conditions.

The Company has unused outstanding letters of credit of$5.1 millionas of September 30, 2026. Net of these letters of credit, there was $305.7 million of borrowing availability under the revolving credit facility as of September 30, 2026.

The loans under the Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) the Alternate Base Rate or the Canadian Prime Rate (as defined in the Credit Agreement), plus, in each case, an additional margin ranging from 0.00% to 2.00% per annum, depending on the total net leverage ratio of the Company and its restricted subsidiaries as of the most recent determination date under the Credit Agreement or (ii) the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR (as defined in the Credit Agreement), plus an additional margin ranging from 1.00% to 3.00% per annum, depending on the total net leverage ratio of the Company and its restricted subsidiaries as of the most recent determination date under the Credit Agreement. The Credit Agreement further provides that the additional margin for the period from the Effective Date (as defined in the Credit Agreement) until delivery of the Company’s financial statements and compliance certificate for the first full quarter ending after the Effective Date shall be 2.00% per annum for Alternate Base Rate or Canadian Prime Rate loans and 3.00% per annum for all other loans.

The Credit Agreement requires the Company to pay certain closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees, including a commitment fee on the daily unused amount of the revolving credit facility that will accrue at a rate ranging from 0.15% to 0.40% per annum, depending on the total net leverage ratio of the Company. These fees are reported as a component of Interest expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and vary depending on the total net leverage ratio as defined in the Credit Agreement. Fees were nominal in 2026 and 2025.

Deferred financing costs are amortized over the life of the debt instrument and reported as a component of Interest expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization of deferred financing costs was $0.5 million and $1.4 million for the three and nine months ended September 30, 2026 and $0.8 million and $2.6 million for the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, total deferred financing costs net of accumulated amortization were $8.3 million of which $4.4 million are included in Long-term debt, less current portion, net (related to the senior secured term loan) and $3.9 million are included in Other assets (related to the senior secured revolving credit facility) in the Unaudited Condensed Consolidated Balance Sheets.

Each of the loans under the Credit Agreement mature on December 18, 2030, at which time all outstanding loans, together with all accrued and unpaid interest, must be repaid and the revolving credit facility commitments will terminate. Future maturities of long-term debt are $35.0 million per year payable in equal quarterly installments during 2026, 2027, 2028 and 2029, with the remaining balance of $649.2 million due in 2030 upon maturity. The Company is also required to prepay the term loans with the net cash proceeds from any disposition of certain assets (subject to reinvestment rights) or from the incurrence of any unpermitted debt. The Company may borrow, repay and reborrow the revolving loans until December 18, 2030, prepay any of the term loans, and terminate any of the commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions and the reimbursement of certain lender costs in the case of prepayments of certain types of loans.

Subject to certain exceptions as set forth in the Credit Agreement, the obligations of the Company and its U.S. subsidiaries under the Credit Agreement are guaranteed by the Company and certain of the Company’s U.S. subsidiaries and the obligations of each of the Company’s Canadian subsidiaries under the Credit Agreement are guaranteed by the Company and certain of its U.S. and Canadian subsidiaries.

Subject to certain exceptions as set forth in the Credit Agreement, the obligations under the Credit Agreement are secured by a first priority security interest in and lien on substantially all assets of the Company, each other borrower and each guarantor.

The Credit Agreement contains various covenants, including financial maintenance covenants requiring the Company to maintain compliance with a consolidated minimum interest coverage ratio and a maximum total net leverage ratio, each determined in accordance with the terms of the Credit Agreement. The Credit Agreement contains various events of default (subject to exceptions, thresholds and grace periods as set forth in the Credit Agreement). Under certain circumstances, a default interest rate will apply on all obligations at a rate equal to 2.0% per annum above the applicable interest rate. The Company was in compliance with all financial covenants as of September 30, 2026.

Note 9 – Stock-Based Compensation

The Company recorded stock-based compensation expenseof $2.3 million and $6.9 million for the three and nine months ended September 30, 2026 and $2.4 million and $4.6 million for the three and nine months ended 2025, respectively, in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). A portion of the Company’s stock-based awards are liability-classified. Accordingly, changes in the market value of DSG common stock may result in stock-based compensation expense or benefit in certain periods. A stock-based compensation liabilityof $0.4 million as of September 30, 2026 and $0.3 million as of December 31, 2025 was included in Accrued expenses and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets.

Note 10 – Stockholders’ Equity

Stock Repurchase Program

Under an existing stock repurchase program authorized by the Board of Directors, the Company may repurchase its common stock from time to time in open market transactions, privately negotiated transactions or by other methods. During the first nine months of 2026, no repurchases were made. During the first nine months of 2025, the Company repurchased 653,213 shares of DSG common stock under the repurchase program at an average cost of $30.69 per share for a total cost of $20.0 million. The remaining availability for stock repurchases under the program was $32.9 million at September 30, 2026.

On July 15, 2026, the Company entered into the Merger Agreement (as defined in Note 16 – Recent Developments), which generally prohibits the Company from repurchasing shares of DSG common stock during the pendency of the Merger, subject to specified exceptions. See Note 16 – Recent Developments for additional information.

Note 11 – Earnings Per Share

The following table provides the computation of basic and diluted earnings per share:

The securities that were excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive were as follows:

Note 12 – Income Taxes

The Company recorded income tax expense of $2.4 million, a 21.0% effective tax rate for the three months ended September 30, 2026. Income tax expense of $1.9 million, a 23.0% effective tax rate was recorded for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2026 differs from the U.S. statutory rate primarily due to state taxes and foreign income, offset by a decrease to the Company’s valuation allowance during the quarter. The change in the valuation allowance includes updated U.S. deferred tax projections, particularly related to future taxable income generated by the Company’s deferred tax liabilities. The effective tax rate for the three months ended September 30,

2025 differs from the U.S. statutory rate primarily due to state taxes, foreign income and an increase in the Company’s valuation allowance.

The Company recorded income tax expense of $8.6 million, a 32.7% effective tax rate for the nine months ended September 30, 2026. Income tax expense of $11.0 million, a 42.9% effective rate was recorded for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2026 differs from the U.S. statutory rate primarily due to state taxes and foreign income, offset by a decrease to the Company’s valuation allowance. The change in the valuation allowance includes updated U.S. deferred tax projections particularly related to future taxable income generated by the Company’s deferred tax liabilities. The effective tax rate for the nine months ended September 30, 2025 differs from the U.S. statutory rate primarily due to state taxes, foreign income and an increase in the Company’s valuation allowance.

The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax of multiple state and foreign jurisdictions. As of September 30, 2026, the Company is subject to U.S. federal income tax examinations for the years 2023 through 2025 and income tax examinations from various other jurisdictions for the years 2019 through 2025.

Earnings from the Company’s foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise would subject the company to foreign withholding taxes and may subject the Company to U.S. federal and state taxes. Determination of the amount of unrecognized deferred tax liability related to indefinitely reinvested profits is not feasible primarily due to the Company’s legal entity structure and the complexity of U.S. tax laws.

Note 13 – Segment Information

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer of DSG. For each reportable segment, the CODM uses segment operating income (loss) to allocate resources (including employees and financial resources) in a way to manage and grow margins.

The Company hasfour reporting segments: Lawson, TestEquity, Gexpro Services and Canada Branch Division. A description of our reportable segments is as follows:

Lawson is a distributor of specialty products and services to the industrial, commercial, institutional and governmental MRO marketplace. Lawson primarily distributes MRO products to its customers through a network of sales representatives and an inside sales channel throughout the United States and Canada.

TestEquity is a distributor of test and measurement equipment and solutions, industrial and electronic production supplies, vendor managed inventory programs, and converting, fabrication and adhesive solutions from its leading manufacturer partners supporting the aerospace and defense, wireless and communication, semiconductors, industrial electronics and automotive, and electronics manufacturing industries.

Canada Branch Division is a distributor ofindustrial MRO supplies, safety products, fasteners, power tools and related value-add services to the Canadian MRO market through the sale of products and services via warehouse shipments andto its walk-up customers through 38 branch locations.

The Company also has an “All Other” category which includes unallocated DSG holding company costs that are not directly attributable to the ongoing operating activities of our reportable segments. There is no revenue associated with the All Other category.

Financial information for the Company’s segments and reconciliations of that information to the unaudited condensed consolidated financial statements is presented below.

Segment revenue includes revenue from sales to external customers and intersegment revenue from sales transactions between segments. The Company accounts for intersegment sales similar to third party transactions that are conducted on an arm’s-length basis and reflect current market prices. Intersegment revenue is eliminated in consolidation. Segment revenue and the elimination of intersegment revenue was as follows:

Total assets by segment and long-lived assets by geographic area were as follows:

(1)Long-lived assets include property, plant and equipment, rental equipment, goodwill, intangibles, right of use operating lease assets, and other assets.

Refer to Note 4 – Revenue Recognition for disaggregated revenue by geographic area.

Capital expenditures and depreciation and amortization by segment were as follows:

Note 14 – Commitments and Contingencies

The Company is a party to various legal proceedings that have arisen in the ordinary course of business. The Company records accruals for loss contingencies when losses are probable and reasonably estimable. The Company is not currently aware of any litigation matters or loss contingencies that would reasonably be expected to have a material adverse effect on our business, financial position, results of operations or cash flows.

Note 15 – Related Party Transactions

Consulting Services

Individuals employed by LKCM Headwater Operations, LLC, a related party of LKCM, have provided the Company with certain consulting services for interim executive management in addition to assisting in identifying cost savings, revenue enhancements and operational synergies of the combined companies. Expense of $0.0 million and $0.3 million for the three and nine months ended September 30, 2026, respectively, and$0.3 million and $0.8 million for the three and nine months ended September 30, 2025 was recorded within Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), reflecting expenses incurred for these consulting services.

Significant Shareholder

LKCM, entities affiliated with LKCM and J. Bryan King (President and Chief Executive Officer of DSG and Chairman of the DSG Board of Directors), including private investment partnerships for which LKCM serves as investment manager, beneficially owned in the aggregate approximately 36.4 million shares of DSG common stock as of September 30, 2026 representing approximately 78.5% of the outstanding shares of DSG common stock as of September 30, 2026.

Merger Agreement

On July 15, 2026, the Company entered into the Merger Agreement with entities affiliated with LKCM Headwater (as defined in Note 16 – Recent Developments) and J. Bryan King. See Note 16 – Recent Developments for additional information.

Principal Executive Office Lease

In connection with the Company’s headquarters move to Fort Worth, Texas in 2023, the Company has been utilizing office space in a building that is leased by LKCM. The Company is not charged any rent or other amounts for the use of the office space.

Note 16 – Recent Developments

Merger Agreement

On July 15, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eclipse Parent Acquisitions, LLC (“Parent”), Eclipse Intermediate Acquisitions, LLC, a wholly owned subsidiary of Parent (“Intermediate”), and Eclipse Acquisitions Merger Sub, Inc., a wholly owned subsidiary of Intermediate (“Merger Sub”). Parent, Intermediate and Merger Sub are affiliated with LKCM Headwater Investments, LLC (“LKCM Headwater”), J. Bryan King and their respective affiliates. Mr. King is the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors and is also the Managing Partner of LKCM Headwater. LKCM Headwater and its affiliates beneficially owned, in the aggregate, approximately 78.5% of the outstanding shares of DSG common stock as of September 30, 2026.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Intermediate and an indirect wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of DSG common stock, other than shares owned by Parent and certain affiliated stockholders, treasury shares and shares for which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $35.00 in cash (the “Share Acquisition Consideration”), without interest. If the Merger is completed, the Company will become privately held and DSG common stock will cease to be listed on Nasdaq.

The Merger Agreement and the Transactions were unanimously recommended by a special committee of the Company’s Board of Directors comprised solely of disinterested directors (the “Special Committee”) and were approved by the Company’s Board of Directors, with certain directors recusing themselves from the vote. Completion of the Merger is subject to specified closing conditions, including (i) adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of DSG common stock entitled to vote thereon, (ii) approval of the Transactions by the affirmative vote of a majority of the votes cast by the Company’s disinterested stockholders (as such term is defined in Section 144 of the Delaware General Corporation Law) in respect of the Transactions, (iii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and (iv) the absence of any law or order that enjoins, restrains, makes illegal or otherwise prevents or prohibits the Merger. On August 20, 2026, the applicable waiting period under the HSR Act terminated.

The Company has made various representations, warranties and covenants in the Merger Agreement, including covenants to conduct its business in the ordinary course and to refrain from taking certain actions without Parent’s consent, subject to specified exceptions. In addition, under the terms of the Merger Agreement, revolving loans under our credit facility, other than borrowings to finance certain contemplated acquisitions, may not exceed $100.0 million outstanding at any time between the signing of the Merger Agreement and the closing of the Merger.

The Merger Agreement contains various termination rights for the Company and Parent, including the right of either party to terminate the Merger Agreement if the Merger has not been consummated on or before December 31, 2026 (the “Outside Date”), subject to certain limitations and as such date may be extended pursuant to the terms of the Merger Agreement. If the Merger Agreement is terminated by the Company in connection with the Company’s entry into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement) in accordance with the Merger Agreement or by Parent in connection with an Adverse Recommendation Change (as defined in the Merger Agreement), the Company would be required to pay Parent a termination fee of approximately $9.3 million in cash. If the Merger Agreement is terminated by the Company under specified circumstances relating to (i) the failure of Parent, Intermediate or Merger Sub to consummate the Merger when required to do so under the Merger Agreement or (ii) Parent’s, Intermediate’s or Merger Sub’s breach of its representations, warranties, covenants or agreements in the Merger Agreement that resulted from a Willful Breach (as defined in the Merger Agreement), Parent would be required to pay the Company a reverse termination fee of approximately $22.2 million in cash.

Concurrently with the execution of the Merger Agreement, the Company and certain of its subsidiaries entered into the Credit Agreement, which permits, subject to its terms and conditions, proceeds of revolving loans under the Credit Agreement to be used to finance the Merger and related transactions. Refer to Note 8 – Debt for information about the Credit Agreement.

On September 1, 2026, DSG acquired all of the outstanding capital stock of American Fasteners Corporation (“American Fasteners” and the “American Fasteners Transaction”). American Fasteners is located in South Florida and distributes fasteners, tools, construction supplies and other industrial products throughout South Florida, Latin America and the Caribbean. The total purchase price paid was $42.2 million, net of cash acquired of $5.1 million, which was funded with available cash and borrowings under the Credit Agreement. Refer to Note 3 – Business Acquisitions for additional information about American Fasteners and the American Fasteners Transaction.

Note 17 – Subsequent Events

GradeEight Acquisition

On October 26, 2026, Lawson Products, Inc., a wholly owned subsidiary of the Company, acquired GradeEight Holdings, LLC (“GradeEight”), the parent company of Winzer Corporation (“Winzer”) and FastServ Supply (“FastServ”), for an aggregate purchase price of approximately $145.0 million, subject to customary adjustments. The acquisition was financed with available cash and borrowings under the Credit Agreement. Because the acquisition agreement was entered into after September 30, 2026, the proposed acquisition has not been reflected in the accompanying condensed consolidated financial statements.

GradeEight is a multi-brand MRO distribution platform utilizing a national network of franchisees under Winzer andeight retail-facing storefronts through FastServ located in Texas and Arkansas. GradeEight generates approximately $110.0 million in annual sales based on information provided by GradeEight. The acquisition of GradeEight is intended to expand the Company’s footprint in the MRO marketplace.

Merger Agreement Financing

On October 15, 2026, Merger Sub consummated an offering (the “Notes Offering”) of $800.0 million aggregate principal amount of its 10.000% Senior Notes due 2032 (the “Notes”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The gross proceeds of the Notes Offering were deposited into an escrow account pending the satisfaction of certain conditions, including the substantially concurrent consummation of the Merger. Upon consummation of the Merger, the Company, as the surviving corporation in the Merger, will assume Merger Sub’s obligations under the Notes, and the Company’s subsidiaries that are obligors under the Credit Agreement will enter into a supplemental indenture to the indenture governing the Notes pursuant to which they will guarantee the Company’s payment obligations under the Notes. The Notes were not issued by the Company and will not become obligations of the Company unless the Merger is completed. Upon their release from escrow (assuming the conditions to such release are satisfied), the gross proceeds from the Notes Offering, together with proceeds from an equity contribution from LKCM Headwater into the Company, are expected to be used (i) to fund the payment of the Share Acquisition Consideration to consummate the Merger, (ii) to repay a portion of the Company’s outstanding indebtedness under the Credit Agreement, (iii) to pay the fees and expenses of the Notes Offering, the Merger and other transactions related thereto and (iv) for general corporate purposes, including to finance future acquisitions.