SRSEC Reporting Desk

Industries

Wholesale Distribution

6 SEC staff comments and 7 disclosure examples from companies in this industry.

SIC codes included: 5122 Wholesale-Drugs, Proprietaries & Druggists' Sundries, 5045 Wholesale-Computers & Peripheral Equipment & Software, 5160 Wholesale-Chemicals & Allied Products, 5080 Wholesale-Machinery, Equipment & Supplies, 5110 Wholesale-Paper & Paper Products, 5000 Wholesale-Durable Goods, 5050 Wholesale-Metals & Minerals (No Petroleum), 5141 Wholesale-Groceries, General Line

Disclosure examples by topic

Wholesale Distribution: Insider trading policies (Item 408(b))2 examplesWholesale Distribution: Contingencies & legal proceedings (ASC 450)1 exampleWholesale Distribution: Goodwill impairment testing1 exampleWholesale Distribution: Non-GAAP measures in MD&A1 exampleWholesale Distribution: Pay versus performance1 exampleWholesale Distribution: Key performance indicators & metrics1 example

What the SEC staff asked companies in this industry

Non-GAAP: Equal Prominence (2)Non-GAAP: Reconciliation & Usefulness (2)Exhibits, Certifications & Signatures (2)China-Based Issuers (1)Filer Status & Cover Page (1)IFRS & Foreign Private Issuers (1)MD&A: Results & Known Trends (1)Leases (ASC 842) (1)Segment Reporting (ASC 280) (1)ICFR & Disclosure Controls (1)Funds & BDCs (ASC 946, N-CSR) (1)

Creative Global Technology Holdings Ltd (CGTL) · 2026-03-30 · Form 20-F for Fiscal Year Ended September 30, 2025 · Comment 1 · General Agreed to revise
Staff comment: Please revise future filings, as applicable, to provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to China-Based Companies issued by the Staff in December 2021 (the "CBI Sample Letter"). To the extent the CBI Sample Letter requests disclosure on the prospectus cover page or in the prospectus summary, please provide such disclosure in a separate section at the beginning of Item 3 of Form 20-F; in addition, please include a discussion of the transfer of cash within the company in Item 5 of Form 20-F. letter →
Company response: to the Staff’s comment, the Company will revise future filings, as applicable, to provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. To the extent the CBI Sample Letter requests disclosure on the prospectus cover page or in the prospectus summary, the Company will provide such disclosure in a separate section at the beginning of Item 3 of Form 20-F; in addition, the Company will include a discussion of the transfer of cash within the Company in Item 5 of Form 20-F. response letter →
China-Based IssuersFiler Status & Cover PageIFRS & Foreign Private Issuers
HAWKINS INC (HWKN) · 2026-02-27 · Hawkins, Inc. Form 10-K for Fiscal Year Ended March 30, 2025 Form 8-K Furnished January 28, 2026 · Comment 1 · Notes to Consolidated Financial Statements, page 32 Agreed to revise
Staff comment: It appears selling, general and administrative expenses is material to your results of operations. Please consider describing what this line item consists of. letter →
Company response: Our selling, general and administrative expenses consist of expenses related to selling products, including personnel and related expenses, amortization of intangibles, marketing and promotion expenses, and travel expenses; and administrative expenses, primarily personnel costs, related to certain executive officers, information technology, accounting and human resources; and the fair value accretion of any earnout liabilities. We intend to include a description of our selling, general and administrative expenses in the notes to our audited consolidated financial statements in future filings beginning with our Form 10-K for the year ending March 29, 2026. U.S. Securities and Exchange… response letter →
MD&A: Results & Known Trends
HAWKINS INC (HWKN) · 2026-02-27 · Hawkins, Inc. Form 10-K for Fiscal Year Ended March 30, 2025 Form 8-K Furnished January 28, 2026 · Comment 2 · Note 14 - Leases, page 45 Agreed to revise
Staff comment: Please disclose the cash paid for amounts included in the measurement of lease liabilities pursuant to ASC 842-20-50-4.g.1. letter →
Company response: We intend to disclose cash paid for amounts included in the measurement of lease liabilities in the notes to our audited consolidated financial statements in future filings beginning with our Form 10-K for the year ending March 29, 2026. Note 15 - Segment Information, page 45 response letter →
Leases (ASC 842)
HAWKINS INC (HWKN) · 2026-02-27 · Hawkins, Inc. Form 10-K for Fiscal Year Ended March 30, 2025 Form 8-K Furnished January 28, 2026 · Comment 3 · Note 15 - Segment Information, page 45 Agreed to revise
Staff comment: You disclose here there are no intersegment sales. On page 1 under Business you disclose the Industrial Group ("Industrial") repackages water treatment chemicals for the Water Treatment Group ("Water Treatment"), there are significant synergies between Water Treatment and Industrial regarding chemicals sold by Water Treatment derived from large volume of chemicals purchased by Industrial, and Water Treatment and Industrial share certain resources. In view of this, please describe for us and disclose as appropriate the relationship between these two groups such that no intersegment sales occur. Also, describe for us and disclose as appropriate how the costs of resources shared between these… letter →
Company response: The sales and supply functions of our Industrial Group and Water Treatment Group largely operate independently of one another. However, the Company is well-positioned to realize supply chain synergies by leveraging the aggregate purchasing power of both groups. For example, because of the large volumes of raw material purchased by the Company as a whole, both groups are able to participate in favorable supplier pricing arrangements. In most cases where the Water Treatment Group has purchased raw materials in bulk, the purchases have been made directly by the Water Treatment Group at the same negotiated prices enjoyed by the Industrial Group. There are situations in which the Industrial… response letter →
Non-GAAP: Equal ProminenceNon-GAAP: Reconciliation & UsefulnessSegment Reporting (ASC 280)Exhibits, Certifications & Signatures
Distribution Solutions Group, Inc. (DSGR) · 2025-12-18 · Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 · Comment 1 · Management's Report on Internal Control over Financial Reporting, page 107 Agreed to revise
Staff comment: Please tell us why you omitted management’s assessment of the effectiveness of the registrant's internal control over financial reporting, including a statement as to whether or not internal control over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K. Please also tell us why you omitted a statement that the registered public accounting firm that audited the financial statements included in this Form 10-K has issued an attestation report on your internal control over financial reporting. Refer to Item 308(a)(4) of Regulation S-K. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and confirms that in connection with management’s evaluation of the Company’s internal control over financial reporting as of the end of the period ending December 31, 2024, management concluded that as of such date, our internal control over financial reporting was effective. In addition, the registered public accounting firm that audited the financial statements included in our Form 10-K issued an attestation report that included an opinion that we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control – Integrated… response letter →
ICFR & Disclosure ControlsFunds & BDCs (ASC 946, N-CSR)
Distribution Solutions Group, Inc. (DSGR) · 2025-12-18 · Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 · Comment 2 · Exhibit 99.1, page 1 Agreed to revise
Staff comment: We note you reconcile adjusted EBITDA to net income, the most directly comparable GAAP measure. Your earnings release includes a table on page 1 and discussions on pages 1 and 2 of adjusted EBITDA without presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K or explain why a revision is not necessary. Refer to Questions 102.10(a) and 103.02 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. letter →
Company response: The Company respectfully acknowledges the Staff’s comment. The Company will include the most directly comparable GAAP measure with equal or greater prominence in future filings, beginning with the Company’s Form 8-K for the 4 th quarter 2025 earnings release. response letter →
Non-GAAP: Equal ProminenceNon-GAAP: Reconciliation & UsefulnessExhibits, Certifications & Signatures

Templates & resources

Listed alphabetically by provider. Listings are not endorsements; no provider pays for placement. All templates & resources