LAWS Lawson Products Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2023

(Registrant’s telephone number, including area code): (773) 304-5050

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Distribution Solutions Group, Inc. (the “Company”) is filing this Current Report on Form 8-K in order to provide certain pro forma financial information as required by Article 11 of Regulation S-X and as further detailed in Exhibit 99.1 hereto and Note 1 to the unaudited pro forma condensed combined financial information included therein.

The unaudited pro forma condensed combined financial information attached to this Current Report on Form 8-K as Exhibit 99.1 has been presented for informational purposes only, is based on various adjustments and assumptions, and does not purport to represent the actual results of operations that would have been achieved had the combination been effected at and during the period presented in the unaudited pro forma condensed combined financial information.

Any forward-looking statements included in the unaudited pro forma condensed combined financial information are only predictions and reflect the Company’s views as of the date they were made with respect to future events and financial performance, and the Company undertakes no obligation to update or revise, nor does it have a policy of updating or revising, any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, except as may be required under applicable law. Forward-looking statements are subject to many risks and uncertainties that could cause the Company’s actual results to differ materially from any future results expressed or implied by the forward-looking statements.