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

Key Highlights

  • Acquisition closed: The Grade Eight Merger was consummated on October 26, 2026, with GradeEight continuing as the surviving limited liability company and a wholly owned subsidiary of Lawson.
  • Purchase price: Lawson paid $145 million in total consideration for GradeEight Holdings, LLC.
  • Funding source: Lawson funded the purchase with borrowings under DSG's existing $400 million revolving credit facility and available cash.
  • Merger agreement date: The Grade Eight Merger Agreement was originally entered into on October 12, 2026.
  • Separate going-private transaction pending: A separate Merger Agreement involving LKCM Headwater Investments, LLC, dated July 15, 2026, remains subject to stockholder approval and would result in the company becoming privately held.
  • 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 the company's common stock.

Lawson Products Closes GradeEight Deal While DSG Pursues Separate Go-Private Merger

Distribution Solutions Group, Inc. (NASDAQ:DSGR), a Delaware corporation headquartered at 301 Commerce Street, Suite 1700, Fort Worth, Texas, reported in an 8-K filed under Item 8.01 that its subsidiary Lawson Products, Inc. completed its previously announced acquisition of GradeEight Holdings, LLC on October 26, 2026. Under the structure described in the filing, 301 Grade Eight Merger Sub, LLC, a wholly owned subsidiary of Lawson, merged with and into GradeEight, with GradeEight surviving as a wholly owned subsidiary of Lawson. The total amount paid was $145 million, financed through DSG's existing $400 million revolving credit facility and available cash.

The filing also references a separate, still-pending transaction disclosed on July 15, 2026, in which the company entered into an Agreement and Plan of Merger with Eclipse Parent Acquisitions, LLC and related entities affiliated with LKCM Headwater Investments, LLC and J. Bryan King. The company described Mr. King as its Chief Executive Officer and Chairman of the Board of Directors, as well as Managing Partner of LKCM Headwater. Under that agreement, Merger Sub would merge with and into the company, and "the Company will become a privately held company, and the Company Common Stock will no longer be listed on Nasdaq," according to the filing. That merger remains subject to customary closing conditions, including stockholder approval.

In connection with the pending go-private transaction, the company stated it intends to file a definitive proxy statement on Schedule 14A with the SEC. A Schedule 13E-3 was jointly filed on September 1, 2026, by the company, LKCM Headwater, and certain affiliates. The filing includes cautionary language noting that the forward-looking statements it contains involve risks and uncertainties, and that DSG "undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise."

What Was Disclosed

The 8-K disclosed the October 26, 2026 closing of Lawson Products' $145 million acquisition of GradeEight Holdings, LLC, funded through DSG's revolving credit facility and cash, while also providing an update on the separate pending go-private merger involving LKCM Headwater.