DXP Enterprises Inc 2025年度报告

orTRANSITION 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes☐No☒ 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 thepreceding 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 90days. 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 emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Aggregate market value of the registrant's Common Stock held by non-affiliates of registrant as of June30, 2025 was $1.1 billion based on the closing sale price asreported on the NASDAQ Stock Market System. Number of shares of registrant's Common Stock outstanding as of February20, 2026: 15,522,213. Portions of the definitive proxy statement for our 2026 annual meeting of shareholders are incorporated by reference into Part III hereof. The 2026 proxy statement willbe filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. DXP ENTERPRISES, INC.FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PART I1.Business41A.Risk Factors161B.Unresolved Staff Comments261C.Cybersecurity262.Properties283.Legal Proceedings294.Mine Safety Disclosures29 5.Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities306.[Reserved]317.Management's Discussion and Analysis of Financial Condition and Results of Operations317A.Quantitative and Qualitative Disclosures about Market Risk468.Financial Statements and Supplementary Data47Reports of Independent Registered Public Accounting Firm48Consolidated Statements of Operations and Comprehensive Income51Consolidated Balance Sheets52Consolidated Statements of Cash Flows53Consolidated Statements of Equity54Notes to Consolidated Financial Statements559.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure849A.Controls and Procedures849B.Other Information849C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections84 10.Directors, Executive Officers, and Corporate Governance8511.Executive Compensation8512.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters8513.Certain Relationships and Related Transactions, and Director Independence8514.Principal Accounting Fees and Services85 15.Exhibits, Financial Statement Schedules8616.Form 10-K Summary90 SIGNATURES90 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “