SEC Comment Letter for Distribution Solutions Group, (DSGR) — Dec 18, 2025
Distribution Solutions Group, Inc.
Date: Dec. 18, 2025 · CIK: 0000703604 · Accession: 0000000000-25-011684
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-10546
Letter
Re: Distribution Solutions Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 File No. 000-10546 Dear Ronald Knutson:
December 18, 2025
Ronald Knutson Chief Financial Officer Distribution Solutions Group, Inc. 301 Commerce Street, Suite 1700 Forth Worth, TX 76102
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024 Item 9A. Controls and Procedures Management's Report on Internal Control over Financial Reporting, page 107
1. 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. Form 8-K filed October 30, 2025 Exhibit 99.1, page 1
2. 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 December 18, 2025 Page 2
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. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> December 18, 2025 Ronald Knutson Chief Financial Officer Distribution Solutions Group, Inc. 301 Commerce Street, Suite 1700 Forth Worth, TX 76102 Re: Distribution Solutions Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 File No. 000-10546 Dear Ronald Knutson: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2024 Item 9A. Controls and Procedures Management's Report on Internal Control over Financial Reporting, page 107 1. 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. Form 8-K filed October 30, 2025 Exhibit 99.1, page 1 2. 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 December 18, 2025 Page 2 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. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services </TEXT> </DOCUMENT>