Distribution Solutions Group Inc 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended March 31, 2026or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period fromtoCommission file Number: 0-10546 DISTRIBUTION SOLUTIONS GROUP, INC. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, $1.00 par valueDSGRNASDAQ Global Select Market Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☐ Accelerated filer☒Smallerreportingcompany☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of April24, 2026, 46,195,165 shares of common stock, $1.00 par value, were outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item1.Financial Statements (Unaudited)4Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20254Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three MonthsEnded March 31, 2026 and 20255Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March31, 2026 and 20256Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20258Notes to Condensed Consolidated Financial Statements10Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item3.Quantitative and Qualitative Disclosures About Market Risk38Item4.Controls and Procedures38PART II - OTHER INFORMATIONItem 1.Legal Proceedings38Item 1A.Risk Factors38Item 2.Unregistered Sales of Equity Securities and Use of Proceeds39Item5.Other Information39Item 6.Exhibits39SIGNATURES40 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securitieslaws that involve risks and uncertainties. Terms such as “aim,” “anticipate,” “believe,” “contemplates,” “continues,” “could,” “ensure,”“estimate,” “expect,” “forecasts,” “if,” “intend,” “likely,” “may,” “might,” “objective,” “outlook,” “plan,” “positioned,” “potential,”“predict,” “probable,” “project,” “shall,” “should,” “strategy,” “will,” “would,” and variations of them and other words and terms ofsimilar meaning and expression (and the negatives of such words and terms) are intended to identify forward-looking statements.Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Thesestatements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Thesestatements are based on management’s current expectations, intentions or beliefs as of the date they are made and are subject to anumber of factors, assumptions and uncertainties that could cause actual results to differ materially from those described in theforward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact our business,financial condition and results of operations include: •inventory obsolescence;•work stoppages and other disruptions at transportation centers or shipping ports;•changes in our customers, product mix and pricing strategy;•disruptions of our information and communication systems;•cyber-attacks, other information security incidents or IT system outages;•failure to develop, manage or implement new technology initiatives or business strategies in an effective and compliantmanner, including