UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 26, 2025, Distribution Solutions Group, Inc. (the “Company”) appointed Barry Litwin as Chief Executive Officer of TestEquity LLC, a Delaware limited liability company and subsidiary of the Company (“TestEquity”), effective July 14, 2025. In connection with his appointment, Mr. Litwin will serve as an executive officer of the Company and will be designated as a Section 16 officer under the Securities Exchange Act of 1934, as amended. A copy of the press release, dated June 30, 2025, announcing Mr. Litwin’s appointment is filed as Exhibit 99.1 hereto and incorporated by reference into this Item 5.02.
There are no transactions between the Company and Mr. Litwin that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Litwin and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K. There are no arrangements or understandings between Mr. Litwin and any other persons pursuant to which he was selected as TestEquity’s Chief Executive Officer.
On June 26, 2025, TestEquity entered into an employment agreement (the “CEO Employment Agreement”) with Barry Litwin, pursuant to which Mr. Litwin will receive a base salary of $850,000 annually and, for calendar years after 2025, will participate in a performance-based bonus program under which his annual bonus will range from 0% to 150% of base salary, with a target bonus amount equal to 100% of base salary. Mr. Litwin will receive a cash signing bonus equal to his target bonus amount prorated for his period of employment with the Company in 2025. Mr. Litwin will also receive an equity signing bonus in the form of 70,000 restricted stock units, which will be 25% vested on the date of grant and will vest in 25% increments on each anniversary of the date of grant. Both the cash signing bonus and the equity signing bonus are subject to clawback by the Company in the event that Mr. Litwin’s employment with the Company terminates during his initial 18-month employment period as a result of termination by the Company for “Cause” or resignation by Mr. Litwin without “Good Reason” (as such terms are defined in the CEO Employment Agreement). Mr. Litwin will receive the following nonqualified stock option grants: (i) 100,000 stock options with an exercise price of $35 per share; (ii) 70,000 stock options with an exercise price of $45 per share; (iii) 50,000 stock options with an exercise price of $55 per share; and (iv) 50,000 stock options with an exercise price of $70 per share (collectively, the “Stock Options”). The Stock Options will vest 20% per year on each anniversary of the date of grant.
The CEO Employment Agreement provides for severance benefits in the event of the Company’s termination of Mr. Litwin without Cause or resignation by Mr. Litwin for Good Reason, including continuation of base pay for twelve (12) months following termination of employment, payment of a taxable COBRA subsidy for a maximum of twelve (12) months following termination of employment, payment of any earned but unpaid bonus for a completed fiscal year, and payment of a prorated annual bonus for the current fiscal year, subject to certain requirements.
The foregoing description of the CEO Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the CEO Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1* | Employment Agreement, dated June 26, 2025, between TestEquity LLC and Barry Litwin. | |
| 99.1 | Press Release dated June 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on a confidential basis upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DISTRIBUTION SOLUTIONS GROUP, INC. | ||||||
| (Registrant) | ||||||
| Date: July 2, 2025 | By: | /s/ Ronald J. Knutson | ||||
| Name: | Ronald J. Knutson | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||