SCHEDULE 13D/A: Major Shareholder Group Updates Stake in Distribution Solutions Group, Discloses Share Pledges

An amendment to a Schedule 13D filing reveals that a group of reporting persons, including Luther King Capital Management Corporation and J. Luther King, Jr., collectively beneficially own 77.6% of Distribution Solutions Group, Inc.'s common stock, with certain entities within the group having pledged shares as collateral for credit agreements.

Summary

• As of February 12, 2025, the reporting persons, including Luther King Capital Management Corporation and J. Luther King, Jr., beneficially own an aggregate of 36,357,588 shares of Distribution Solutions Group, Inc. Common Stock.
• This aggregate ownership represents approximately 77.6% of the outstanding Common Stock, based on information from the Issuer's Form 10-Q for the quarter ended September 30, 2024.
• Individual entities within the reporting group hold significant stakes, including 301 HW Opus Investors, LLC with 16,000,000 shares (34.2%) and LKCM TE Investors, LLC with 8,000,000 shares (17.1%).
• LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC (PDP) holds 3,578,228 shares (7.6%) and Headwater Lawson Investors, LLC (HWLI) holds 3,522,988 shares (7.5%).
• PDP entered into a credit agreement and related security agreement with UMB Bank, n.a. on February 12, 2025, pledging its shares of Common Stock.
• HWLI entered into a similar credit agreement and security agreement with UMB Bank, n.a. on September 12, 2024, pledging its shares of Common Stock.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and related agreements, providing neutral information without explicit positive or negative implications for the company's performance.

Risks

• Shares held by LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC (PDP) and Headwater Lawson Investors, LLC (HWLI) have been pledged as collateral for credit agreements with UMB Bank, n.a., which could lead to forced sales of these shares if the underlying credit agreements are defaulted upon.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing is a routine disclosure of beneficial ownership by a significant shareholder group and does not provide broader industry context or trends. It primarily reflects the investment activities and financing arrangements of the reporting entities rather than the operational or strategic developments of Distribution Solutions Group, Inc.

Stakeholder Impact

• Shareholders: The pledge of a significant portion of shares by major beneficial owners could introduce a risk of market volatility if the pledged shares were to be sold due to a default on the underlying credit agreements.

Key Dates

Keywords

SEC filing, Schedule 13D, beneficial ownership, Distribution Solutions Group, DSG, LKCM, Luther King Capital Management, common stock, share pledge, credit agreement, institutional ownership