{"url_path":"/sec/dxpe/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits, Financial Statement Schedules.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-26","source_url":"https://www.sec.gov/Archives/edgar/data/1020710/0001628280-26-012382-index.html","accession_number":"0001628280-26-012382","cik":"0001020710","ticker":"DXPE","issuer_name":"DXP ENTERPRISES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1020710/0001628280-26-012382-index.html","primary_entity_key":"0001020710","primary_entity_name":"DXP ENTERPRISES INC"},"word_count":1921,"has_tables":true,"body_markdown":"ITEM 15. Exhibits, Financial Statement Schedules.\n\n(a) Documents included in this Report:\n\n1.Financial Statements – See Part II, Item 8 of this Report.\n\n  \n\n2.Financial Statement Schedules - All other schedules have been omitted since the required information is not applicable or significant or is included in the Consolidated Financial Statements or notes thereto.\n\n  \n\n3.Exhibits:\n\nThe following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Commission.\n\n \n\nExhibit\nNo.Description\n\n  \n\n3.1\n[Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-61953), filed with the Commission on August 20, 1998).](https://www.sec.gov/Archives/edgar/data/1020710/0000950129-98-003619.txt)\n\n  \n\n3.2\n[Bylaws of DXP Enterprises, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2018 (File No. 000-21513)., as amended on July 27, 2011.](https://www.sec.gov/Archives/edgar/data/1020710/000102071018000002/ex3_1.htm)\n\n3.3\n[Amendment to Section 3.4 of the Bylaws of DXP Enterprises, Inc., effective January 1, 2022. Bylaws, as amended on April 23, 2021 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 000-21513 : 21860170 , filed with the Commission on April 27, 2021).](https://www.sec.gov/Archives/edgar/data/0001020710/000119312521134506/d158880dex31.htm)\n\n  \n\n4.1\n[Form of Common Stock certificate (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No. 333-61953), filed with the Commission on August 20, 1998).](https://www.sec.gov/Archives/edgar/data/1020710/0000950129-98-003619.txt)\n\n  \n\n4.2\n[See Exhibit 3.1 for provisions of the Company's Restated Articles of Incorporation, as amended, defining the rights of security holders.](https://www.sec.gov/Archives/edgar/data/1020710/0000950129-98-003619.txt)\n\n  \n\n4.3\n[See Exhibit 3.2 for provisions of the Company's Bylaws defining the rights of security holders.](https://www.sec.gov/Archives/edgar/data/1020710/000102071011000026/bylawschg8k.htm)\n\n  \n\n4.4\n[Form of Senior Debt Indenture of DXP Enterprises, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-166582), filed with the Commission on May 6, 2010).](https://www.sec.gov/Archives/edgar/data/1020710/000102071010000038/exhibit4-2.htm)\n\n  \n\n4.5\n[Form of Subordinated Debt Indenture of DXP Enterprises, Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-166582), filed with the SEC on May 6, 2010).](https://www.sec.gov/Archives/edgar/data/1020710/000102071010000038/exhibit4-3.htm)\n\n*4.6\n[Description of Registered Securities of DXP Enterprises, Inc. Securities of DXP Enterprises, Inc. (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No. 000-21513; 20713272) filed with the Commission on March 13, 2020).](dxpexhibit461231202510k.htm)\n\n  \n\n10.1+\n[Employment Agreement dated effective as of January 1, 2004, between DXP Enterprises, Inc. and David R.  Little (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K (File No. 000-21513:04663259) for the fiscal year ended December 31, 2003, filed with the Commission on March 11, 2004).](https://www.sec.gov/Archives/edgar/data/1020710/000102071004000006/exhibit10-10.htm)\n\n  \n\n10.2+\n[Amendment Number One to Employment Agreement dated effective as of January 1, 2004, between DXP Enterprises, Inc. and David R. Little (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513:06979954), filed with the Commission on July 26, 2006).](https://www.sec.gov/Archives/edgar/data/1020710/000102071006000036/q206-8k.htm)\n\n86\n\n[Table of Contents](#i32cf9fb7e1ae41b68565f24f0e69f011_10)\n\n10.3+\n[Amendment Number Two to Employment Agreement dated effective January 1, 2004 between DXP Enterprises, Inc. and David R. Little (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513:09846339) filed with the Commission on May 22, 2009).](https://www.sec.gov/Archives/edgar/data/1020710/000102071009000010/amendment.htm)\n\n  \n\n10.4+\n[Amendment Two to David Little Equity Incentive Program effective May 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-21513:11823072) filed with the Commission on May 3, 2013).](https://www.sec.gov/Archives/edgar/data/1020710/000102071013000019/dxpe_drleip-amend2.htm)\n\n  \n\n10.5+\n[DXP Enterprises, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 (File No. 000-21513:161832364) filed with the Commission on August 15, 2016).](https://www.sec.gov/Archives/edgar/data/1020710/000114036116076608/ex10_6.htm)\n\n  \n\n10.6+\n[First Amendment to the DXP Enterprises, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 (Reg. No. 333-233420), filed with the Commission on](https://www.sec.gov/Archives/edgar/data/1020710/000102071019000074/ex992-amendedomnibusplan.htm)\n\n[August 23, 2019).](http://www.sec.gov/Archives/edgar/data/1020710/000102071019000074/ex992-amendedomnibusplan.htm)\n\n10.7+\n[Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 (File No. 000-21513:161832364) filed with the Commission on August 15, 2016).](https://www.sec.gov/Archives/edgar/data/1020710/000114036116076608/ex10_7.htm)\n\n  \n\n10.8\n[Loan and Security Agreement Dated as of August 29, 2017 by and among DXP Enterprises, Inc., Pump-PMI, LLC, PMI Operating Company, LTD., PMI Investment, LLC, Integrated Flow Solutions, LLC, DXP Holdings, Inc., Best Holding, LLC, Best Equipment Service & Sales Company, LLC, B27 Holdings Corp., B27, LLC, B27 Resources, Inc. and Pumpworks 610, LLC as US Borrowers, DXP Canada Enterprises, LTD., Industrial Paramedic Services, LTD., HSE Integrated LTD., and National Process Equipment Inc., as Canadian Borrowers and the Other Persons Party hereto from time to time, as Guarantors, and Bank of America, N.A., as agent and Certain Financial Institutions as Lenders, Bank of America, N.A. as Sole Lead Arranger and Sole Bookrunner and BMO Capital Markets Corp., as Documentation Agent (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 000-21513:171191516) filed with the Commission on November 9, 2017.](https://www.sec.gov/Archives/edgar/data/0001020710/000102071017000015/ex10_2.htm)\n\n10.9\n[Amended and Restated Loan and Security Agreement, dated as of July 19, 2022, by and among the Company and the other persons party thereto, as borrowers, the other persons party thereto from time to time, as guarantors, Bank of America, N.A., as agent, certain financial institutions, as lenders, Bank of America, N.A., as sole lead arranger and sole bookrunner, and Bank of Montreal, Chicago Branch, as documentation agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 221103189) filed with the Commission on July 25, 2022).](https://www.sec.gov/Archives/edgar/data/1020710/000102071022000082/dxpenterprises-arablcredit.htm)\n\n10.10\n[Increase Agreement, dated as of March 17, 2020, by and among the Company, certain of the Company’s US subsidiaries, as borrowers, certain of the Company’s Canadian subsidiaries, as borrowers, the incremental lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 20728581), filed with the Commission on March 19, 2020).](https://www.sec.gov/Archives/edgar/data/0001020710/000102071020000020/form8-kxitem101_2031.htm)\n\n  \n\n10.11\n[Equity Distribution Agreement, dated May 11, 2020, by and between the Company and BMO Capital Markets Corp. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 20866780) filed with the Commission on May 12, 2020).](https://www.sec.gov/Archives/edgar/data/0001020710/000119312520139469/d917295d424b5.htm)\n\n10.12\n[Term Loan and Security Agreement, dated as of December 23, 2020, by and among the Company, as borrower, and the other persons party thereto from time to time, as guarantors, Goldman Sachs Bank USA, as administrative agent, and certain financial institutions, as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 201423473) filed with the Commission on December 30, 2020).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001020710/000162828020017813/dxpe-20201223.htm)\n\n10.13\n[Amendment No. 1 and Joinder Agreement to Term Loan and Security Agreement, dated as of November 22, 2022, among the Company, certain subsidiaries of the Company, as guarantors, the incremental lenders party thereto and Goldman Sachs Bank USA, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 221432621) filed with the Commission on November 29, 2022).](https://www.sec.gov/Archives/edgar/data/1020710/000102071022000097/dxp-amendmentno1andjoinder.htm)\n\n87\n\n[Table of Contents](#i32cf9fb7e1ae41b68565f24f0e69f011_10)\n\n10.14\n[First Amendment to Amended and Restated Loan and Security Agreement, dated as of November 22, 2022, among the Company, certain of the Company’s US subsidiaries, a borrowers, certain of the Company’s Canadian Subsidiaries, as borrowers, the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 000-21513; 221432621) filed with the Commission on November 29, 2022).](https://www.sec.gov/Archives/edgar/data/1020710/000102071022000097/dxp-firstamendmenttoloanan.htm)\n\n10.15\n[Amendment No. 2 and Joinder Agreement to Term Loan and Security Agreement, dated as of October 13, 2023, among the Company, certain subsidiaries of the Company, as guarantors, the incremental lenders party thereto and Goldman Sachs Bank USA, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 231329097) filed with the Commission on October 17, 2023).](https://www.sec.gov/Archives/edgar/data/1020710/000102071023000095/dxp-amendmentno2totermloan.htm)\n\n10.16\n[Second Amendment to Amended and Restated Loan and Security Agreement, dated as of October 13, 2023, among the Company, certain of the Company’s US subsidiaries, a borrowers, certain of the Company’s US subsidiaries, as guarantors, certain of the Company’s Canadian Subsidiaries, as borrowers, the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 000-21513; 231329097) filed with the Commission on October 17, 2023).](https://www.sec.gov/Archives/edgar/data/1020710/000102071023000095/dxp-exatoamendmentno2xamen.htm)\n\n10.17\n[Increase Agreement, dated July 1, 2025, to the Amended and Restated Loan and Security Agreement, dated as of July 19, 2022, among the Company, certain of the Company’s US subsidiaries, a borrowers, certain of the Company’s Canadian Subsidiaries, as borrowers, the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 251111887) filed with the Commission on July 1, 2025).](https://www.sec.gov/Archives/edgar/data/1020710/000102071025000131/0001020710-25-000131-index.html)\n\n10.18\n[Amendment No. 3 and Joinder Agreement to Term Loan and Security Agreement, dated as of October 13, 2023, among the Company, certain subsidiaries of the Company, as guarantors, the incremental lenders party thereto and Goldman Sachs Bank USA, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 241361294) filed with the Commission on October 9, 2024).](https://www.sec.gov/Archives/edgar/data/1020710/000102071024000084/0001020710-24-000084-index.html)\n\n10.19\n[Amendment No. 4 and Joinder Agreement to Term Loan and Security Agreement, dated as of October 13, 2023, among the Company, certain subsidiaries of the Company, as guarantors, the incremental lenders party thereto and Goldman Sachs Bank USA, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-21513; 221592884) filed with the Commission on December 22, 2025).](https://www.sec.gov/Archives/edgar/data/1020710/000162828025058553/0001628280-25-058553-index.html)\n\n*19.1\n\n[Insider Trading Policy](exhibit191insidertradingpo.htm)\n\n*21.1\n[Subsidiaries of the Company.](dxpeexhibit2111231202510k.htm)\n\n  \n\n*22.1\n[Subsidiary Guarantors of Guaranteed Securities.](dxpeexhibit2211231202510k.htm)\n\n*23.1\n[Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.](dxpeexhibit23112312025.htm)\n\n*31.1\n[Certification of Principal Executive Officer Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended. to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended.](dxpeexhibit3111231202510k.htm)\n\n*31.2\n[Certification of Principal Financial Officer Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended. to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended.](dxpeexhibit3121231202510k.htm)\n\n  \n\n*32.1\n[Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.](dxpeexhibit3211231202510k.htm)\n\n  \n\n*32.2\n[Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.](dxpeexhibit3221231202510k.htm)\n\n*97\n[DXP Enterprises, Inc. Executive Compensation Clawback Policy](dxpeexhibit971231202510k.htm)\n\n88\n\n[Table of Contents](#i32cf9fb7e1ae41b68565f24f0e69f011_10)\n\n  \n\n*101\n[The following materials from the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Equity, and (v) Notes to Consolidated Financial Statements.](#i32cf9fb7e1ae41b68565f24f0e69f011_142)\n\n*104\n[Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).](#i32cf9fb7e1ae41b68565f24f0e69f011_1)\n\nExhibits designated by the symbol * are filed with this Report. All exhibits not so designated are incorporated by reference to a prior filing with the Commission as indicated.\n\n+ Indicates a management contract or compensation plan or arrangement.\n\nThe Company undertakes to furnish to any shareholder so requesting a copy of any of the exhibits to this Report on upon payment to the Company of the reasonable costs incurred by the Company in furnishing any such exhibit.\n\n89\n\n[Table of Contents](#i32cf9fb7e1ae41b68565f24f0e69f011_10)"}