Distribution Solutions Group, Inc. (DSGR) – Company response
2025-12-30 · Re: Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 · Accession 0001193125-25-336452 · Agreed to revise
Responds to staff letter of 2025-12-18.
Non-GAAP: Equal ProminenceNon-GAAP: Reconciliation & UsefulnessICFR & Disclosure ControlsExhibits, Certifications & SignaturesFunds & BDCs (ASC 946, N-CSR)
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 → 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 → Full letter on EDGAR → · Filing index · All Distribution Solutions Group, Inc. (DSGR) correspondence
Non-GAAP: Equal Prominence – what to check: In earnings releases and MD&A, present the GAAP measure first and with at least equal emphasis, including headlines, bullets and tables.
Non-GAAP: Reconciliation & Usefulness – what to check: Reconcile every non-GAAP measure (including segment-level measures presented outside the ASC 280 note) to the most directly comparable GAAP measure, and explain why it is useful.
ICFR & Disclosure Controls – what to check: Describe material weaknesses, remediation steps and timing, and align ICFR conclusions with disclosure controls.
Exhibits, Certifications & Signatures – what to check:
Funds & BDCs (ASC 946, N-CSR) – what to check:
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