Distribution Solutions Group, Inc. filed an 8-K on October 27, 2026, disclosing that its subsidiary Lawson Products, Inc. completed the acquisition of GradeEight Holdings, LLC on October 26, 2026, for a total purchase price of $145 million.

Key Highlights

  • Acquisition completed: Lawson Products, Inc., a wholly owned subsidiary of Distribution Solutions Group, consummated the Grade Eight Merger on October 26, 2026.
  • Purchase price: The total amount paid by Lawson in the transaction was $145 million.
  • Funding source: Lawson funded the purchase price with borrowings under DSG's existing $400 million revolving credit facility and available cash.
  • Merger structure: Grade Eight Merger Sub, LLC merged with and into GradeEight, with GradeEight continuing as the surviving limited liability company and wholly owned subsidiary of Lawson.
  • Separate go-private Merger Agreement: On July 15, 2026, DSG also entered into a separate Agreement and Plan of Merger with entities affiliated with LKCM Headwater Investments, LLC, which would make DSG a privately held company if completed.
  • LKCM Headwater ownership: According to the filing, LKCM Headwater and its affiliates beneficially own, in the aggregate, approximately 78.5% of the outstanding shares of DSG's common stock.

Lawson Products Closes GradeEight Deal as DSG Pursues Separate Go-Private Transaction

According to the 8-K filed with the SEC, Distribution Solutions Group (NASDAQ:DSGR) announced that its wholly owned subsidiary, Lawson Products, Inc., completed the acquisition of GradeEight Holdings, LLC on October 26, 2026. The transaction originated from an Agreement and Plan of Merger signed on October 12, 2026, among Lawson, GradeEight, a merger subsidiary, and SV-WD, LLC acting solely as unitholder representative. The filing stated that GradeEight continues as the surviving limited liability company and a wholly owned subsidiary of Lawson following the closing.

The filing disclosed that Lawson paid $145 million to complete the transaction, funding it through borrowings under DSG's existing $400 million revolving credit facility combined with available cash. A press release announcing the consummation was attached to the filing as Exhibit 99.1.

Separately, the filing described a distinct, pending merger under which DSG itself could become a privately held company. The filing stated that on July 15, 2026, DSG entered into an Agreement and Plan of Merger with Eclipse Parent Acquisitions, LLC, Eclipse Intermediate Acquisitions, LLC, and Eclipse Acquisitions Merger Sub, Inc., entities affiliated with LKCM Headwater Investments, LLC, J. Bryan King, and their respective affiliates. The filing identified Mr. King as DSG's Chief Executive Officer and Chairman of the Board and also as Managing Partner of LKCM Headwater. That merger remains subject to conditions, including stockholder approval. The filing noted that DSG intends to file a definitive proxy statement on Schedule 14A and that a Schedule 13E-3 was jointly filed with the SEC on September 1, 2026. The filing contains forward-looking statements, which the company identified as subject to risks and uncertainties under its cautionary language.

What Was Disclosed

Distribution Solutions Group disclosed the October 26, 2026, completion of Lawson Products' $145 million acquisition of GradeEight Holdings, funded via DSG's revolving credit facility and cash. The filing also described a separate, pending go-private merger agreement involving LKCM Headwater-affiliated entities.