dxpe-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


			☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2026


			☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from __________ to __________

Commission file number 0-21513

DXP Enterprises, Inc.

(Exact name of registrant as specified in its charter)


Texas						76-0509661
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

5301 Hollister, Houston, Texas 77040

(Address of principal executive offices, including zip code)

(713) 996-4700


(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol

Name of Exchange on which Registered

Common Stock par value $0.01

DXPE

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of registrant's Common Stock, par value $0.01 per share outstanding as of May 3, 2026: 15,505,312.

DXP ENTERPRISES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


		Page
PART I: FINANCIAL INFORMATION
	ITEM 1. Financial Statements	3
	a) Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income	3
	b) Unaudited Condensed Consolidated Balance Sheets	4
	c) Unaudited Condensed Consolidated Statements of Cash Flows	5
	d) Unaudited Condensed Consolidated Statements of Equity	6
	e) Notes to Unaudited Condensed Consolidated Financial Statements	7
	ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	29
	ITEM 4. Controls and Procedures	30

PART II: OTHER INFORMATION		31
	ITEM 1. Legal Proceedings	31
	ITEM 1A. Risk Factors	31
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
	ITEM 3. Default upon Senior Securities	31
	ITEM 4. Mine Safety Disclosures	31
	ITEM 5. Other Information	32
	ITEM 6. Exhibits	33

SIGNATURES		34

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(in thousands, except per share amounts) (unaudited)


	Three Months Ended March 31,
	2026		2025

Sales	$	521,658	$	476,569
Cost of sales	353,052		326,304
Gross profit	168,606		150,265
Selling, general and administrative expenses	126,132		109,750
Income from operations	42,474		40,515
Interest expense	16,443		14,660
Other income, net (Note 15)	(594)		(1,318)
Income before income taxes	26,625		27,173
Provision for income taxes (Note 7)	6,647		6,584
Net income	19,978		20,589


Preferred stock dividend	23		23
Net income attributable to common shareholders	$	19,955	$	20,566

Net income	$	19,978	$	20,589
Foreign currency translation adjustments	(1,464)		86
Comprehensive income	$	18,514	$	20,675

Earnings per share (Note 9):
Basic	$	1.28	$	1.31
Diluted	$	1.22	$	1.25

Weighted average common shares outstanding:
Basic	15,531		15,698
Diluted	16,371		16,538

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) (unaudited)



	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash	$	213,381	$	303,783

Accounts receivable, net of allowance of $4,299 and $3,995, respectively	420,246		397,502
Inventories	117,991		108,144
Costs and estimated profits in excess of billings	58,971		53,855
Prepaid expenses and other current assets	40,064		47,033

Total current assets	850,653		910,317
Property and equipment, net	117,361		114,822
Goodwill	550,758		494,561
Other intangible assets, net	122,818		81,351
Operating lease right of use assets, net	74,180		74,709
Other long-term assets	9,012		9,395
Total assets	$	1,724,782	$	1,685,155

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of debt	$	8,580	$	8,580
Trade accounts payable	122,997		116,765
Accrued wages and benefits	45,411		51,180
Customer advances	13,110		15,460
Billings in excess of costs and estimated profits	25,325		15,689

Short-term operating lease liabilities	19,398		19,038
Other current liabilities	50,875		45,769
Total current liabilities	285,696		272,481

Long-term debt, net of unamortized debt issuance costs and discounts	817,360		818,476
Long-term operating lease liabilities	56,675		57,509
Other long-term liabilities	52,854		38,250

Total long-term liabilities	926,889		914,235
Total liabilities	1,212,585		1,186,716
Commitments and Contingencies (Note 10)
Shareholders' equity:
Series A preferred stock, $1.00 par value; 1,000,000 shares authorized	1		1
Series B preferred stock, $1.00 par value; 1,000,000 shares authorized	15		15
Common stock, $0.01 par value, 100,000,000 shares authorized; 20,395,996 issued and 15,505,939 outstanding at March 31, 2026 and 20,403,647 issued and 15,513,590 outstanding at December 31, 2025	204		204
Additional paid-in capital	215,948		220,681
Retained earnings	498,212		478,257
Accumulated other comprehensive loss	(32,071)		(30,607)
Treasury stock, at cost 4,890,057 and 4,890,057 shares, respectively	(170,112)		(170,112)
Total DXP Enterprises, Inc. equity	512,197		498,439


Total liabilities and equity	$	1,724,782	$	1,685,155

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)


	Three Months Ended March 31,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	19,978	$	20,589
Reconciliation of net income to net cash provided by operating activities:
Depreciation	2,946		2,316
Amortization of intangibles and finance lease assets	9,105		6,818
Amortization of debt issuance costs	1,129		965
Loss (gain) on sale of property and equipment	455		(325)
Provision for (recovery of) credit losses	279		(1,322)

Fair value adjustment on contingent consideration	239		183
Restricted stock compensation expense	1,802		1,317
Deferred income taxes	2,945		3,943
Other non-cash items	(2,140)		(6,100)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	(2,775)		(13,202)
Costs and estimated profits in excess of billings	(1,096)		2,893
Inventories	(7,654)		(3,525)
Prepaid expenses and other assets	4,991		(2,369)
Trade accounts payable	904		6,505
Accrued expenses	(7,864)		(3,569)
Billings in excess of costs and estimated profits	3,531		6,764
Income taxes	2,794		(18,908)

Net cash provided by operating activities	$	29,569	$	2,973

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(3,294)		(19,914)
Proceeds from the sale of property and equipment	9		2,699
Acquisition of businesses, net of cash acquired	(102,702)		(12,850)
Net cash used in investing activities	$	(105,987)	$	(30,065)

CASH FLOWS FROM FINANCING ACTIVITIES:



Principal debt payments	(2,120)		(1,624)
Debt issuance costs	(125)		(125)

Payment for acquisition contingent consideration liability	(2,250)		(3,820)
Preferred stock dividends paid	(23)		(23)
Payment for employee taxes withheld from stock awards	(6,535)		(126)
Principal payments on finance leases	(2,063)		(1,365)
Net cash used in financing activities	$	(13,116)	$	(7,083)
Effect of foreign currency on cash	(868)		47
Net change in cash and restricted cash	(90,402)		(34,128)
Cash and restricted cash at beginning of period	303,783		148,411
Cash and restricted cash at end of period	$	213,381	$	114,283

Supplemental cash flow information (Note 14)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands) (unaudited)


	Series A preferred stock		Series B preferred stock		Common stock		Paid-in capital		Retained earnings		Accum other comp loss		Treasury Stock		Total equity
Balance at December 31, 2025	$	1	$	15	$	204	$	220,681	$	478,257	$	(30,607)	$	(170,112)	$	498,439
Preferred dividends paid	—		—		—		—		(23)		—		—		(23)
Compensation expense for restricted stock	—		—		—		1,802		—		—		—		1,802

Tax related items for share based awards	—		—		—		(6,535)		—		—		—		(6,535)

Currency translation adjustment	—		—		—		—		—		(1,464)		—		(1,464)


Net income	—		—		—		—		19,978		—		—		19,978
Balance at March 31, 2026	$	1	$	15	$	204	$	215,948	$	498,212	$	(32,071)	$	(170,112)	$	512,197


	Series A preferred stock		Series B preferred stock		Common stock		Paid-in capital		Retained earnings		Accum other comp loss		Treasury Stock		Total equity
Balance at December 31, 2024	$	1	$	15	$	204	$	219,511	$	389,670	$	(33,610)	$	(153,003)	$	422,788
Preferred dividends paid	—		—		—		—		(23)		—		—		(23)
Compensation expense for restricted stock	—		—		—		1,317		—		—		—		1,317

Tax related items for share based awards	—		—		—		(126)		—		—		—		(126)


Currency translation adjustment	—		—		—		—		—		86		—		86

Excise tax on share repurchases	—		—		—		—		—		—		28		28
Net income	—		—		—		—		20,589		—		—		20,589
Balance at March 31, 2025	$	1	$	15	$	204	$	220,702	$	410,236	$	(33,524)	$	(152,975)	$	444,659

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

DXP ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY

DXP Enterprises, Inc. together with its subsidiaries (collectively "DXP," the "Company," "us," "we," or "our") was incorporated in Texas on July 26, 1996. The Company and its subsidiaries are engaged in the business of distributing maintenance, repair and operating ("MRO") products, and service to customers serving a variety of end markets. Additionally, the Company provides integrated, custom pump skid packages, pump remanufacturing and manufactures branded private label pumps to energy and industrial customers. The Company is organized into three business segments: Service Centers ("SC"), Innovative Pumping Solutions ("IPS"), and Supply Chain Services ("SCS"). See Note 11 - Segment Reporting for discussion of the business segments.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING AND BUSINESS POLICIES

Basis of Presentation

The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). For interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission ("SEC") not all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP are required. The unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2025 that are included in our annual report on Form 10-K filed with the SEC on February 26, 2026 (“Annual Report”).

At times, certain reclassifications may be made to the prior year’s unaudited condensed consolidated financial statements to conform to the current year's presentation. Such reclassifications do not have a material effect on our unaudited condensed consolidated statements of operations and comprehensive income, balance sheets, cash flows or equity.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of results expected for the full fiscal year. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for the fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented.

All intercompany accounts and transactions have been eliminated in consolidation.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

All new accounting pronouncements that have been issued but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. We have elected to apply the practical expedient. There was no material impact to our unaudited condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU would result in additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU.

NOTE 4 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

Our acquisitions may include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include management's assumptions about the likelihood of payment based on the established benchmarks, discount rates, and an internal rate of return analysis. The fair value measurement includes inputs that are Level 3 inputs as they are not observable in the market. Should actual results increase or decrease as compared to the assumptions used in our analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent consideration are measured each reporting period and reflected in our results of operations.

As of March 31, 2026, there was $29.1 million in other current and other long-term liabilities for contingent consideration.

The following table provides a reconciliation of the beginning and ending balances and gains or losses recognized during the three months ended March 31, 2026 (in thousands):



	Contingent Consideration
Balance at December 31, 2025	$	13,775
Acquisitions and settlements:
Acquisitions (Note 12)	17,342
Settlements	(2,250)
Total remeasurement adjustments:
Changes in fair value recorded in other expense (income), net	239
Balance at March 31, 2026	$	29,106

*Amounts included in other current liabilities were $13.1 million and $9.4 million for the periods ending March 31, 2026 and December 31, 2025, respectively. Amounts included in other

SEC Form 10-Q filed by DXP Enterprises Inc.