dxpe-20260430

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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DXP Enterprises, Inc.

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DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 2

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 3

DXP ENTERPRISES, INC.

5301 Hollister St.

Houston, Texas 77040

(713) 996-4700

LETTER FROM OUR CEO

April 30, 2026

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of DXP Enterprises, Inc. to be held at 10:00 a.m., Central Time, on Friday, June 12, 2026 at the Company's principal executive offices located at 5301 Hollister St., Houston, Texas 77040.

This year you will be asked to consider proposals concerning the election of directors. Shareholders will also be asked to consider and act upon an advisory non-binding resolution approving the Company’s Named Executive Officers ("NEOs") compensation and the ratification of the appointment of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm for the Company for fiscal year 2026. These matters are explained more fully in the attached proxy statement, which you are encouraged to read.

The Board of Directors recommends that you approve the proposals and urges you to vote at your earliest convenience, whether or not you plan to attend the Annual Meeting.

Thank you for your cooperation.

Sincerely,

/s/ David R. Little

David R. Little

Chairman of the Board,

President and Chief Executive Officer

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 4

DXP ENTERPRISES, INC.

5301 Hollister St.

Houston, Texas 77040

Notice of Annual Meeting of Shareholders to be Held on June 12, 2026

ITEMS OF BUSINESS

The Annual Meeting of the Shareholders (the "Annual Meeting") of DXP Enterprises, Inc., a Texas corporation (the "Company"), will be held on Friday, June 12, 2026, at 10:00 a.m., Central Time, at the Company's principal executive offices located at 5301 Hollister St., Houston, Texas 77040, for the following purposes:


1			Elect six board of director nominees to hold office as directors until the next Annual Meeting and until their respective successors are duly elected and qualified or their earlier resignation or removal.
2			Approve, on a non-binding, advisory basis, the compensation of the named executive officers.
3			Ratify the appointment of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2026.
4			Transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

WHO CAN VOTE?

The holders of record of Common Stock, Series A Preferred Stock, and Series B Preferred Stock at the close of business on April 21, 2026, will be entitled to vote at the Annual Meeting. Please note that there are separate forms of proxy cards for each class of stock.

By Order of the Board of Directors,

/s/ David R. Little

David R. Little

Chairman of the Board,

President and Chief Executive Officer

April 30, 2026

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 5


TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders									5
Proxy Statement Summary									7
Availability of Proxy Materials									8
Fiscal Year 2025 Business Highlights									9
Corporate Governance Highlights									12
Proposal 1: Election of Directors									19
Corporate Governance and Other Board Matters									22
Board's Role in Risk Oversight									24
Consideration of Shareholder Recommendations									28
Security Ownership Certain Beneficial Owners and Management									32
Proposal 2: Advisory Vote on Compensation of CEO and Named Executive Officers ("Say-on-Pay")									33
Compensation Discussion and Analysis									34
Compensation Committee Report									41
Executive Officers									44
2025 Summary Compensation Table									46
Outstanding Equity Awards									47
Options Exercises and Stock Vested									48
Grants of Plan-Based Awards									48
CEO Pay Ratio									49
Pay Versus Performance									50
Audit Committee Reports									54
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm									53
Principal Auditor Fees and Services									54
Certain Relationships and Related Person Transactions									55
Delinquent Section 16(a) Reports									55
Equity Compensation Plan Information									55
Proposals For Next Annual Meeting									56
Householding of Proxy Materials									59
Incorporation By Reference									59
Other Matters									59

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 6

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be acted upon at our 2026 Annual Meeting, below is a summary of information regarding the meeting, each proposal to be voted upon at the meeting and DXP Enterprises, Inc.'s business and corporate governance highlights. The following description is only a summary and does not contain all of the information you should consider before voting. For more information about these topics, please review DXP's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the complete Proxy Statement. In this Proxy Statement, the terms "DXP", "we" or the "Company" refer to DXP Enterprises, Inc., and its consolidated subsidiaries or the consolidated subsidiaries of DXP Enterprises, Inc. as the context requires.

2026 Annual Meeting of Shareholders

DATE AND TIME: June 12, 2026, 10:00 am Central Time

PLACE: DXP Enterprises, Inc.'s Corporate Headquarters, 5301 Hollister St., Houston, TX 77040

RECORD DATE: April 21, 2026

We are mailing to shareholders of record a Notice of Internet Availability of Proxy Materials and will make this proxy statement and our annual report, which contains audited financial statements for the fiscal year ended December 31, 2025, available to our shareholders of record on or about May 8, 2026.

Voting Matters

PROPOSAL

DESCRIPTION

BOARD RECOMMENDATION

Proposal 1: Election of directors

We are asking shareholders to elect each of the six directors identified to serve until the next Annual Meeting and until their respective successors are duly elected and qualified or their earlier resignation or removal.

FOR each nominee

☑

Proposal 2: Advisory vote to approve Named Executive Officer compensation

We are asking shareholders to consider and act upon an approval of a non-binding, advisory vote on the compensation of the Company’s NEOs.

FOR

☑

Proposal 3: Ratification of the appointment of the independent registered public accounting firm

We are asking shareholders to ratify the appointment of PricewaterhouseCoopers, LLP to act as the independent registered public accounting firm for the fiscal year ended December 31, 2026.

FOR

☑

Review Your Proxy Statement and Vote in One of the Following Ways:

: VIA THE INTERNET

( BY TELEPHONE

*+ BY MAIL

Visit the website listed on your Notice of Internet Availability, proxy card or voting instruction form

Call the telephone number on your proxy card or voting instruction form

Sign, date and return your proxy card or voting instruction form in the enclosed envelope

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 7

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

JUNE 12, 2026

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”) related to the internet availability of proxy materials, DXP Enterprises, Inc., is providing access to its proxy materials by notifying you of the availability of its proxy materials on the internet. DXP’s proxy statement for the Annual Meeting to be held on June 12, 2026 and Annual Report on Form 10-K are available at http://materials.proxyvote.com/233377, which does not have “cookies” that identify visitors to the site. This website is not a form for voting and presents only an overview of the more complete proxy materials. Shareholders are encouraged to access and review the proxy materials before voting. This website will also have directions to attend the meeting and vote in person. You may obtain such reports from the SEC’s website at www.sec.gov. We will provide, free of charge, a copy of any of our corporate documents listed above (i) by internet at www.proxyvote.com (ii) by email request at sendmaterial@proxyvote.com, (iii) by calling toll free at 1-800-579-1639 or (iv) upon written request to our Corporate Secretary at the Company's offices at 5301 Hollister St., Houston, Texas 77040.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 8

FISCAL YEAR 2025 BUSINESS HIGHLIGHTS

DXP Enterprises, Inc. works to conduct business in ways that are principled, transparent, and accountable to our shareholders and other key stakeholders. We believe doing so generates long-term value.

In fiscal year 2025, DXP achieved record Sales and Adjusted EBITDA. During fiscal year 2025, DXP remained focused on growing its business in the near-term while continuing to invest in long-term growth.

Specifically in fiscal year 2025:

•Sales and Adjusted EBITDA grew 11.0 percent and 18.0 percent compared to fiscal year 2024, respectively,

•We completed six acquisitions investing $61.7 million, and

•We returned $17.0 million in capital to shareholders via share repurchases.

Sales for fiscal year 2025 increased to approximately $2.0 billion with Net Income of $88.7 million. The Return on Invested Capital (ROIC) for the fiscal year 2025 was 39.2 percent. Adjusted EBITDA was $225.3 million for the full year. Management uses the aforementioned non-GAAP financial measures to assist in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes do not directly reflect our underlying operations. We believe that the presentation of these GAAP and non-GAAP financial measures provides investors with a complete understanding of the factors and trends affecting our business than could be obtained absent these disclosures.

These performance results should be read together with the information in our Annual Report on Form 10-K, and the risk factors contained in that Annual Report and our subsequent periodic reports.

** Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as the sum of consolidated net income in such period, plus to the extent deducted from consolidated net income: (i) income and franchise tax expense, (ii) consolidated interest expense, (iii) amortization and depreciation during such period, (iv) all non-cash charges and adjustments, and (v) non-recurring cash expenses related to the Term Loan; in addition to these adjustments, we exclude, when they occur, the impacts of impairment losses and losses/(gains) on the sale of a business. Adjusted EBITDA is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations. See pages 38-39 of our Annual Report on Form 10-K for the year ended December 31, 2025 that has been filed with the Securities and Exchange Commission ("SEC") for a more detailed reconciliation of Adjusted EBITDA to Net Income.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 9

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 10

Fiscal 2025 Performance by Business Segment and Product Category

Below is a summary of fiscal year 2025 sales, operating income by segment1.and product category2:

Summary Sales and Operating Income by Business Segment

______________________________________________________________________________________________________

______________________________________________________________________________________________________

Consolidated Sales by Product Category

______________________________________________________________________________________________________

______________________________________________________________________________________________________

1 Sales by Business Segment : SC = Service Center, IPS = Innovative Pumping Solutions, and SCS = Supply Chain Services

2 Sales by Product Category reflects management estimates as of fiscal year 2025

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 11

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors ("Board") recognizes that DXP's success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders. Below are highlights of our corporate governance framework.

☑

Board refreshment remains a focus, as evidenced by the 2021 additions of Karen Hoffman and Kent Yee, 2020 addition of Joseph R. Mannes and the 2016 addition of David Patton to our Board.

☑

All committees of the Board are comprised exclusively of independent directors.

☑

All of our directors are elected annually.

☑

The Board is responsible for overseeing DXP's risk management. As part of this oversight, the Board regularly reviews DXP's policies and practices with respect to risk assessment and management, including discussing with management DXP's major risk exposures and the steps that have been taken to monitor and mitigate such exposures.

☑

Our independent directors regularly meet in private executive sessions without management present.

☑

All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the NASDAQ listing standards and applicable SEC rules.

☑

In uncontested elections, our directors must be elected by a majority of the votes cast.

Shareholder Engagement and Proxy Advisor Outreach

We have a long-standing history of an active shareholder outreach and engagement program. The Board and management continue to place a high priority on listening to and considering the views of our shareholders. Engaging with our shareholders is fundamental to our commitment to good governance practices and has resulted in changes and enhancements to our governance and disclosures over time. Throughout the year, we seek opportunities to connect with our investors to gain and share valuable insights. We also have, over the past three years, a process of outreach to our top shareholders prior to our annual meeting to solicit feedback on our corporate governance practices, executive compensation, environmental and social goals, as well as our long-term business strategy and other issues specific to our industry. In addition, certain directors have participated in direct shareholder engagement when requested and deemed appropriate. The results of these conversations are summarized and discussed with both the Board and our management.

In 2025, these included our annual stockholder meeting, investor conferences, and quarterly earnings calls to assist with stakeholder engagement. Under these efforts, we engaged with shareholders regarding the Company's common stock performance as well as broader governance issues. Our 2025 engagement with stakeholders focused on investor concerns regarding executive compensation, diversity and inclusion, and our environmental, social, and governance ("ESG") initiatives, disclosures and oversight.

We actively seek and value feedback from our shareholders. In addition to our traditional investor relations outreach efforts, we engage from time-to-time with significant shareholders on topics including our business strategy and financial performance, governance and executive compensation programs and other initiatives. We shared feedback received during these meetings with our Nominating and Governance Committee and Compensation Committee, and such feedback informing their decision-making.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 12

Board of Directors

Below is an overview of each of the director nominees you are being asked to elect at the 2026 Annual Meeting.


NAME	DIRECTOR SINCE	PRINCIPAL PROFESSIONAL EXPERIENCE	COMMITTEE MEMBERSHIPS	OTHER PUBLIC COMPANY BOARDS
David R. Little	1996	Chairman, President and CEO, DXP	—	—
Kent Yee	2021	Secretary and SVP CFO, DXP	—	—
Timothy P. Halter*	2001	CEO, Halter Financial Group	A, N, C, I	—
David Patton*	2016	Retired Partner, Locke Lord LLP	A, N, C, I	—
Joseph R. Mannes*	2020	President and Board member of SAMCO Capital Markets, Inc.	A, N, C, I	—
Karen Hoffman*	2021	Former Global Tax Director, Transocean Ltd	A, N, C, I	—

**= Independent director N = Nominating and Governance Committee I = IT and Cybersecurity Committee

A = Audit Committee C = Compensation Committee

Highly-Skilled Board of Directors

The Board has taken a thoughtful and deliberate approach to its composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and enable them to provide oversight of management to ensure accountability to our shareholders.

The composition of our director nominees consists of:

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 13

Board Diversity Matrix

The following chart summarizes certain self-identified personal characteristics of our directors:

Board Diversity Matrix for DXP Enterprises, Inc.

Current Year

Prior Year

Total Number of Directors

Part I : Gender Identity

Female

Male

Non-Binary

Did Not Disclose Gender

Female

Male

Non-Binary

Did Not Disclose Gender

Directors

Part II : Demographic Background

African American or Black

Alaskan Native or American Indian

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 14

Specific Experience, Qualifications, Attributes and Skills of Directors

The Nominating and Governance Committee seeks directors with experience, qualifications, attributes and skills that align with our business strategy. The following table describes key experience and expertise that our director nominees collectively possess and that we consider most relevant to the decision to nominate candidates to serve on the Board.

The Nominating and Governance Committee has reviewed with the Board the specific experience, qualifications, attributes and skills each director nominee standing for election as a director at this Annual Meeting. The Nominating and Governance Committee has concluded that each director nominee has the appropriate skills and qualifications required of Board membership and that each nominee possesses in-depth knowledge of the Company's businesses and strategy. The Nominating and Governance Committee further believes that our Board is composed of well-qualified and well-respected Directors who possess strength in business, finance and the capital markets.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 15

Director - Skills Matrix

A mark in the director skills matrix below indicates a specific or specialized area of focus or expertise that each director nominee brings to the Board. Not having a mark does not mean that the director does not possess that qualification or skill.

Skills, Experience & Qualifications

Halter

Hoffman

Little

Mannes

Patton

Yee

Active Executive

☑

CEO Leadership Experience

☑

Accounting & Finance

☑

Operations

☑

Risk Management

☑

Strategic, Planning & Business Development

☑

Industry : Oil & Gas

☑

Corporate Governance

☑

Mergers & Acquisitions

☑

HR/Talent Management

☑

Additional information regarding the biography, experience and key competencies of each individual director nominee and current director, as reviewed and considered by the Committee, is provided on page 20 of this Proxy Statement.

Environmental, Social and Governance Matters

ESG Highlights

DXP Enterprises, Inc. is dedicated to a global stewardship, focusing on sustainable environmental, social practices and responsible governance activities. We utilize a comprehensive continuous improvement business mindset, in all aspects of our business. Our team is committed to meeting the performance needs of end users while maintaining the highest standards of conduct.

At DXP, doing good is good for business and our global community. We monitor and manage our ESG opportunities and impacts and engage with shareholders and other stakeholders to help create a better tomorrow and to assure the long-term viability of our Company.

The Board is committed to supporting the Company’s efforts to conduct its business in a principled, transparent, and accountable manner. The Board believes that its effective oversight of ESG matters is central to its risk oversight function. The Nominating and Governance Committee is responsible for oversight of significant ESG matters.

DXP reduces environmental impact through responsible operations that include a focus on energy conservation, waste reduction, and minimizing emissions.

DXP is powered by our people and talent growth is our mindset. We embrace inclusion and diversity as catalysts for innovation and provide equal opportunities for all. We believe our investment in our global team contributes to long-term value for our shareholders and creates a work environment that benefits every employee.

DXP believes that our collaborative philanthropic endeavors engage customers and employees and contribute to the Company’s long-term value. DXP is committed to responsible corporate governance that we believe promotes the long-term interests of our shareholders and strengthens Board and management accountability. DXP continues to focus on expanding and elevating our oversight and management of ESG matters.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 16

In 2021, DXP published its first ESG report, which is based on the Global Reporting Initiative (GRI) framework with cross-references to relevant Sustainability Accounting Standards Board (SASB) principles. More information about DXP’s most recent Corporate Sustainability Report can be found at https://www.dxpe.com/about-us/corporate-sustainability. The report includes important information gathered from across our operations regarding environmental and safety practices, including how we support energy transition efforts and support clean water and wastewater metrics and efforts. We are continually monitoring and strategically implementing actions to improve our environmental, social and safety impact.

Our employees are our greatest asset, and each employee plays an important role in the success of our Company and its overall business. Stakeholders and interested parties are key to fulfilling our corporate responsibilities which includes sustainability.

Information on the Company’s website, including our ESG Reports, is not incorporated by reference into, and does not form part of, this Proxy Statement or any other report or document DXP files with the Securities and Exchange Commission ("SEC").

Environmental Sustainability

DXP monitors and seeks to incorporate environmental sustainability practices in its operations and supply chain. Several of our facilities are certified ISO 9001.

Social Responsibility

DXP is committed to providing a safe and healthy work environment. The Company instructs its employees to be responsible for observing the health and safety rules, policies, practices, laws and regulations and taking necessary precautions to protect themselves and co-workers including wearing safety equipment. We encourage employees to immediately report accidents, injuries, occupational illnesses and any unsafe practices or conditions. We also ensure that first aid kits are available to all employees.

Corporate Governance

DXP's governance practices serve an important role in the Company's ability to conduct its operations in a responsible and ethical manner. Our governance practices include:

•A declassified Board;

•All non-employee directors are independent in accordance with the NASDAQ listing standards; and

•Four standing Board Committees - Audit, Compensation, IT and Cybersecurity, and Nominating and Governance Committees.

Further details are outlined under the heading "Corporate Governance and Other Board Matters."

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 17

DXP ENTERPRISES, INC.

Proxy Statement

For Annual Meeting of Shareholders

to be Held on June 12, 2026

Annual Meeting of Stockholders

This proxy statement is furnished to the shareholders of DXP Enterprises, Inc. (the “Company” or “DXP”) in connection with the solicitation by the Board of Directors of DXP (the “Board”) of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Friday, June 12, 2026, at 10:00 a.m., Central Time, at DXP’s principal executive office, 5301 Hollister St., Houston, Texas 77040, or any adjournment thereof.

Proxies appointing David R. Little and Kent Yee to serve as proxies, in the form enclosed, properly executed by shareholders and received in time for the meeting, will be voted as specified therein, unless revoked in the manner provided below. The Board recommends a vote “FOR” the election of nominees for director listed in this proxy statement and the accompanying proxy card, “FOR” approval, on a non-binding, advisory basis, the compensation of the NEOs and “FOR” ratification of the appointment of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2026. If a shareholder does not specify otherwise in the proxy, the shares represented by his or her proxy will be voted as recommended by the Board.

The giving of a proxy does not preclude the right to vote in person should the person giving the proxy so desire. The proxy of a record holder may be revoked at any time before it is exercised by written notice delivered to the Corporate Secretary at 5301 Hollister St., Houston, Texas 77040, at or prior to the Annual Meeting. We are mailing to shareholders of record a Notice of Internet Availability of Proxy Materials and will make this proxy statement and our annual report, which contains audited financial statements for the fiscal year ended December 31, 2025, available to our shareholders of record on or about May 8, 2026. If your shares of common stock are held in “street name,” your ability to vote over the Internet depends on your broker’s or intermediary's voting process. You should follow the instructions on your broker’s or intermediary’s voting instruction card. To vote the shares that you hold in “street name” in person at the Annual Meeting, you must bring a legal proxy from your broker, bank or other nominee.

Record Date

At the close of business on April 21, 2026 (the “Record Date”) there were outstanding and entitled to vote 15,505,312 shares of Common Stock, par value $0.01 per share (the “Common Stock”), 1,122 shares of Series A Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”), and 15,000 shares of Series B Preferred Stock, par value $1.00 per share (the “Series B Preferred Stock”), and only the holders of record on the Record Date are entitled to vote at the Annual Meeting.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 18

Right to Vote

The holders of record of Common Stock on the Record Date will be entitled to one vote per share on each matter presented to such holders at the meeting. The holders of record of Series A Preferred Stock and Series B Preferred Stock on the Record Date will be entitled to one-tenth of one vote per share on each matter presented to such holders at the meeting voting together with the holders of Common Stock as a single class. No holders have cumulative voting rights. The presence at the meeting, in person or by proxy, of the holders of a majority of the aggregate outstanding shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock is necessary to constitute a quorum for the transaction of business at the meeting.

Shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock voting together as a class, held by shareholders present in person or represented by proxy, including shares held by shareholders that abstain or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present at the meeting.

If a broker does not have discretionary voting authority to vote shares for which it is the holder of record with respect to a particular matter at the meeting, the broker cannot vote the shares, they will return a broker non-vote as to that matter, and the broker non-votes will only be counted as present in determining whether a quorum is present. Broker non-votes will have no effect on matters that require approval by the affirmative vote of a majority of the shares present and entitled to vote on the matter. Abstentions will have the same effect as votes against a proposal for matters that require approval by the affirmative vote of a majority of the shares present and entitled to vote on the matter. Broker non-votes and any abstentions would not be treated as, and would have no effect on, a vote for or against a matter that requires the affirmative vote of a certain percentage of the votes cast on that matter. Broker non-votes and any withhold votes will have no effect on the vote on the election of directors. As the ratification of auditors is a routine matter no broker non-votes are expected.

The affirmative vote of the holders of shares representing a plurality of the votes cast by the holders of our Common Stock, Series A Preferred Stock and Series B Preferred Stock voting together as a single class and entitled to vote at the meeting is required for the uncontested election of directors. However, if an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director's resignation. The affirmative vote of the holders of shares representing at least a majority of the shares of our Common Stock, Series A Preferred Stock and Series B Preferred Stock, voting together as a single class, that are entitled to vote at the meeting and that are represented at the meeting, by person or proxy, is required for approval of the non-binding, advisory vote on executive compensation and the ratification of the appointment of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm of the Company for the year ended December 31, 2026.

MATTERS TO COME BEFORE THE MEETING

PROPOSAL 1: ELECTION OF DIRECTORS

The holders of Common Stock, Series A Preferred Stock and Series B Preferred Stock, voting together as a single class, are entitled to vote with respect to each of the six nominees for election to the Board. All directors hold office until the next Annual Meeting and until their respective successors are duly elected and qualified or their earlier resignation or removal.

It is the intention of the persons named in the proxies for the holders of Common Stock, Series A Preferred Stock and Series B Preferred Stock to vote the proxies “FOR” the election of each of the nominees named below, unless otherwise specified in any particular proxy. Management of DXP does not contemplate that any of the nominees will become unavailable for any reason, but if that should occur before the meeting, proxies will be voted for another nominee, or other nominees, to be selected by the Board. In accordance with DXP’s Bylaws and Texas law, a shareholder entitled to vote for the election of directors may withhold authority to vote for certain nominees for directors or may withhold authority to vote for all nominees for directors. The director nominees in an uncontested election receiving a plurality of the votes of the holders of shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock, voting together as a single class, present in person or by proxy at the meeting and entitled to vote on the election of directors will be elected directors. However, if an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director's resignation.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 19

The persons listed below have been nominated for election to fill the six director positions.


NOMINEE	AGE	POSITION	SINCE
David R. Little	74	Chairman of the Board, President and CEO	1996
Kent Yee	51	Secretary, Senior Vice President, Chief Financial Officer, and Director	2021
Timothy P. Halter	59	Director	2001
David Patton	76	Director	2016
Joseph R. Mannes	67	Director	2020
Karen Hoffman	47	Director	2021

Board Recommendation

☑ Our Board recommends that you vote "FOR" each of or "FOR ALL" the election of the above nominees.

Information Regarding Board Nominees and Directors

Background of Board Nominees for Director

DAVID R. LITTLE

SKILLS AND QUALIFICATIONS

• Public company CEO and President

• M&A

• Strategy and operations

• Finance and accounting

• Distribution, manufacturing

• Human capital

Mr. Little has served as Chairman of the Board, President and Chief Executive Officer of DXP since its organization in 1996 and also has held these positions with SEPCO Industries, Inc., predecessor to the Company (“SEPCO”), since he acquired a controlling interest in SEPCO in 1986.

Mr. Little has been employed by SEPCO since 1975 in various capacities, including Staff Accountant, Controller, Vice President/Finance and President. Mr. Little gives our Board insight and in-depth knowledge of our industry and our specific operations and strategies. He also provides leadership skills and knowledge of our local community and business environment, which he has gained through his long career with DXP and its predecessor companies.

KENT YEE

SKILLS AND QUALIFICATIONS

• Finance and accounting

• M&A

• Strategy and operations

• Human resources

• Distribution, manufacturing

• Capital markets

Mr. Yee has served as a Director of DXP since April 2021. Mr. Yee was appointed Senior Vice President/Chief Financial Officer in June 2017. Currently, Mr. Yee is responsible for acquisitions, finance, accounting, business integrations and human resources of DXP. From March 2011 to June 2017, Mr. Yee served as Senior Vice President Corporate Development and led DXP's mergers and acquisitions, business integration and internal strategic project activities.

During March 2011, Mr. Yee joined DXP from Stephens Inc.'s Industrial Distribution and Services team where he served in various positions and most recently as Vice President from August 2005 to February 2011. Prior to Stephens, Mr. Yee was a member of The Home Depot’s Strategic Business Development Group with a primary focus on acquisition activity for HD Supply. Mr. Yee was also an Associate in the Global Syndicated Finance Group at JPMorgan Chase. He has executed over 66 transactions including more than $1.9 billion in M&A and $4.6 billion

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 20

in financing transactions primarily for change of control deals and numerous industrial and distribution acquisition and sale assignments. He holds a Bachelors of Arts in Urban Planning from Morehouse College and an MBA from Harvard University Graduate School of Business.

TIMOTHY HALTER

SKILLS AND QUALIFICATIONS

• M&A

• Global / international experience

• Capital markets

• Compensation / incentives

• Strategic planning

• Entrepreneurship

• Strategy

Mr. Halter has served as a Director of DXP since July 2001. Mr. Halter is the Chairman and Chief Executive Officer of Halter Financial Group, Inc., a position he has held since 1995. Halter Financial Group is a Dallas, Texas based consulting firm specializing in the areas of mergers, acquisitions and corporate finance. Mr. Halter brings to our Board extensive experience in the area of strategic planning, corporate finance, compensation and entrepreneurship.

JOSEPH R. MANNES, CFA

SKILLS AND QUALIFICATIONS

• CEO and executive leadership

• Capital markets

• Strategy and operations

• Corporate governance

• Finance and technology

• Accounting and Finance

Mr. Mannes has served as a Director of DXP since February 2020. Mr. Mannes is the President and a member of the board of directors of SAMCO Capital Markets, Inc., a position he has held since 2010. Prior to that he was the Chief Operating Officer and Managing Director (Corporate Finance) of SAMCO Capital Markets, Inc., which is a regional broker/dealer based in Austin, Texas, specializing in underwriting, financial advisory, and corporate finance. Mr. Mannes brings extensive experience across multiple industries, including banking, investment banking, technology, retail, distribution and manufacturing. Mr. Mannes graduated with an AB from Dartmouth College and an MBA from the Wharton School, graduate division. His experience includes time as a chief financial officer with Clearwire Technologies and E-Certify. He was formerly the Chairman of the Board of Tandy Leather Factory, is currently President of the Provincial Foundation and Treasurer, President and board member of SAMCO Proprietary Trading, Inc. and board member of Sturgeon Family Foundation. Mr. Mannes is a Chartered Financial Analyst. Mr. Mannes is the Chair of the Audit Committee.

DAVID PATTON

SKILLS AND QUALIFICATIONS

• Legal

• General management

• Corporate governance

• Risk management

• Oil and gas

• Compensation/Incentives

Mr. Patton has served as a Director of DXP since July 2016. Mr. Patton was a partner at Locke Lord LLP and Chair-Emeritus of the Locke Lord LLP’s Energy Practice Group where he began his career in 1977 retiring in December 2024. He has over 40 years of experience in various legal aspects of the oil and gas industry, including acquisitions and sales of assets or equity interests, drafting and negotiating leases, contracts, and agreements related to field operations. Mr. Patton has represented clients in connection with surface use conflicts, day to day exploration and development activities, and the resolution of oil and gas disputes. He is a frequent speaker on oil and gas issues and is active in the Rocky Mountain Mineral Law Foundation and the State Bar of Texas. Mr. Patton brings to our Board a diverse business background including extensive knowledge in the oil and gas industry, experience with acquisitions and overall familiarity with issues surrounding managing and leading publicly held companies. Mr. Patton is Chair of the Compensation Committee.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 21

KAREN HOFFMAN, CPA

SKILLS AND QUALIFICATIONS

• Accounting

• General management

• Corporate governance

• Oil and gas

• Tax

• Risk management

Mrs. Hoffman has served as a Director of DXP since November 2021. Mrs. Hoffman was the Global Tax Director for Transocean Ltd., a position she held from 2020 to 2025. Prior to Transocean Ltd, she spent eighteen years with PricewaterhouseCoopers LLP with experience in tax accounting and the energy industry. Mrs. Hoffman started her career at PricewaterhouseCoopers LLP.

Mrs. Hoffman graduated with a B.A. from The University of Texas in Business Administration and a Masters in Professional Accounting from the graduate division. Mrs. Hoffman is a Certified Public Accountant (CPA). Mrs. Hoffman is the Chair of the Nominating and Governance Committee.

Corporate Governance and Other Board Matters

DXP is committed to having sound corporate governance principles. Having such principles is essential to running DXP’s business efficiently and maintaining DXP’s integrity in the marketplace.

DXP's Internet address is www.dxpe.com. The following corporate governance documents are available on our website by clicking on tabs “Investors” and “Governance”:

•Code of Conduct

•Anti-Corruption Policy

•Conflict Minerals Policy

•Code of Ethics for Senior Financial Officers, and

•Charters for the Audit, Compensation, IT and Cybersecurity, and Nominating and Governance Committees of our Board

•The information included in our website is not incorporated herein by reference

Board Independence

The Board has determined that each of the current directors standing for re-election, except David R. Little and Kent Yee, the Chairman of the Board and Chief Executive Officer and Chief Financial Officer, respectively, have no material relationship with DXP (either directly or as a partner, shareholder or officer of an organization that has a relationship with DXP) and is “independent” within the requirements of the NASDAQ listing standards. Furthermore, the Board has determined that each of the members of each of the committees of the Board has no material relationship with DXP (either directly or as a partner, shareholder or officer of an organization that has a relationship with DXP) and is “independent” within the requirements of the NASDAQ listing standards.

Board Structure and Committee Composition

The Board does not have a policy on whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee. The directors serving on the Board possess considerable professional and industry experience and a unique knowledge of the challenges and opportunities that DXP faces. As such, the Board believes that it is in the best position to evaluate the needs of DXP and to determine how best to organize DXP’s leadership structure to meet those needs. The Board believes that the most effective leadership structure for DXP at the present time is for Mr. Little to serve as both Chairman of the Board and Chief Executive Officer.

This model has succeeded because it makes clear that the Chairman of the Board and Chief Executive Officer is responsible for managing our business, under the oversight and review of our Board. This structure also enables

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 22

our Chief Executive Officer to act as a bridge between management and the Board, helping both to act together in pursuing the best interests of shareholders. Mr. Little has been our Chairman of the Board and Chief Executive Officer since DXP’s organization in 1996 and has been with DXP and its predecessor companies for over 40 years.

There is no specific lead independent director. The Board believes that there is already substantial independent oversight of DXP’s management and a strong counterbalancing governance structure in place, as demonstrated by the following:

•We have a majority of independent directors: Four out of the six directors meet the criteria for independence required by NASDAQ; only Mr. Little and Mr. Yee are deemed not to be independent.

•All committees are composed solely of independent directors: Our Audit, Compensation, IT and Cybersecurity, and Nominating and Governance Committees are each composed solely of independent directors. Each of our independent directors serves on each of the committees.

•Non-employee directors meet regularly: Our non-employee directors typically meet in executive sessions without our employee directors (Mr. Little and Mr. Yee) at each regularly scheduled Board meeting.

The Board has established an Audit Committee, a Nominating and Governance Committee, an IT and Cybersecurity Committee, and a Compensation Committee. The Board met four times in 2025. Each director attended (whether in person or telephonically) all of the meetings of the Board and committees of which he or she was a member. DXP does not have a policy regarding director attendance at Annual Meetings.

Messrs. Halter, Mannes, Patton and Mrs. Hoffman are the members of the Audit, Compensation, IT and Cybersecurity, and Nominating and Governance Committees.

Voting Matters

Ensuring continuity in leadership, no votes were cast against any of the directors nominated for re-election at the 2025 Annual Meeting. The Board remains committed to diligent oversight and creating long-term shareholder value for all shareholders. Given the outcome of last year's Annual Meeting, and our governance model, each director will stand for re-election this year.

Majority Voting Standard

General

Our Bylaws provide for majority voting in uncontested director elections effective January 1, 2022. If an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director’s resignation. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation.

Contested Elections

At any meeting of shareholders for which the number of nominees for director at a meeting of shareholders exceeds the number of directors to be elected at such meeting or if the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the Company’s Bylaws and such nomination has not been withdrawn on or before the fourteenth day before the Company first files its definitive proxy statement with respect to such meeting with the SEC the directors will be elected by a plurality of the votes cast. This means that the nominees who receive the most affirmative votes would be elected to serve as directors.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 23

Board’s Role in Risk Oversight

Strategy

One of the Board’s primary responsibilities is overseeing management’s development and execution of the Company’s strategy.

At least quarterly, the CEO, our executive leadership team and other business leaders provide detailed business and strategy updates to the Board. The Board annually conducts an even more in-depth review of the Company’s overall strategy. At these reviews, the Board engages with our executive leadership team and other business leaders regarding business objectives, the competitive landscape, economic trends and other developments. On an annual basis the Board also reviews the Company’s human capital, risk assessment/risk management, compliance and sustainability programs as well as the Company’s operating budget, and at meetings occurring throughout the year the Board reviews acquisitions, strategic investments and other capital allocation topics as well as the Company’s operating and financial performance, among other matters. The Board also looks to the expertise of its committees to inform strategic oversight in their areas of focus.

SPOTLIGHT: OVERSIGHT OF STRATEGIC ACQUISITIONS

The Board oversees DXP's strategic acquisition process. DXP views acquisitions as an important element of our strategy to deliver long-term shareholder value. Our Board includes members with extensive business combination experience. That depth of experience allows the Board to constructively engage with management and effectively evaluate acquisitions for alignment with our strategy, culture and financial goals. Management is charged with identifying potential acquisition targets, executing transactions, and managing integration, and our Board's oversight extends to each of these elements. Management and the Board regularly discuss potential acquisitions and their role in the Company's overall business strategy. These discussions address acquisitions in process and potential future acquisitions, and cover a broad range of matters which may include valuation, due diligence, risk and anticipated synergies with DXP's businesses and strategy. The Board's acquisition oversight extends across transactions. The Board also reviews and provides feedback regarding the operational and financial performance of our historical acquisitions.

Risk

Risk is inherent in every business, and DXP faces many risks of varying size and intensity. While management is responsible for day-to-day management of those risks, the Board, as a whole and through its committees, oversees and monitors risk management. In this role, the Board is responsible for determining that the risk management processes designed and implemented by management are adequate and functioning as designed.

Our Board administers its risk oversight function primarily by receiving regular reports from Mr. Little, our Chairman of the Board and Chief Executive Officer, and other members of our senior management who supervise various aspects of our business, including operations, finance, compliance, investor relations and safety and environmental matters, on risk management. The Audit Committee and the Compensation Committee review risks related to the Company’s financial and compensation practices, respectively. By having these committees engaged in aspects of risk oversight, the Board intends to have a focus on financial, enterprise and compensation risks. The Board believes that its administration of risk management oversight has not affected the Board’s leadership structure, as described above.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 24

The Board’s role in risk oversight at the Company is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company. The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to the Board committees. Generally, the Board delegates risk oversight responsibility to its committees where it believes the committee’s focused domain expertise will support efficient and effective oversight, and each committee typically has responsibility with respect to risks that are associated with the purpose of, and responsibilities delegated to, that committee. Each of the Audit, Compensation, IT and Cybersecurity, and Nominating and Governance Committees reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. The timeframe over which the Board and its committees evaluate risk typically varies depending on the nature of the risk. From time to time, the Board and/or its committees may consider inputs from outside advisors with respect to certain risks and risk trends. With respect to the manner in which the Board’s risk oversight function impacts the Board’s leadership structure, as described above, our Board believes that Mr. Little's management experience and tenure help the Board to more effectively exercise its risk oversight function.

The graphic below summarizes the primary areas of risk overseen by the Board and by each of its committees.

While the Board is ultimately responsible for risk oversight, the committees assist the Board in the areas described below.

•The Audit Committee assists with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements.

•The Compensation Committee assists with respect to management of risks related to executive succession and retention and arising from our executive compensation policies and programs.

•The IT and Cybersecurity Committee assists with respect to management of risks related to the cybersecurity program and information security framework, including: (i) strategy and governance; (ii) operations; and (iii) risk management.

•The Nominating and Governance Committee assists with respect to management of risks associated with Board organization and membership, and other corporate governance matters, as well as company culture and ethical compliance.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 25

We have assessed the risks arising from DXP's compensation policies and practices for employees, including the executive officers. The findings were reviewed with the Compensation Committee. Based on the assessment, we believe our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on DXP.

SPOTLIGHT: OVERSIGHT OF CYBERSECURITY RISK

DXP's cybersecurity strategy and risk management program focuses on maintaining a secure environment for our data that complies with applicable legal requirements and effectively supports our business objectives and customer needs. Our commitment to cybersecurity emphasizes cultivation of a security-minded culture through education and training, and a programmatic and layered approach to prevention and detection of, and response to, cybersecurity threats. Key elements of our program include:

•cybersecurity policies that articulate our expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management;

•regular education of and sharing best practices with our associates to raise awareness of cybersecurity threats;

•assessment of information technology/cybersecurity risks as part of DXP’s annual Enterprise Risk Management program;

•maintenance of cyber insurance in amounts and subject to coverage terms that are typical for companies of our type and size (however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches); and

•periodic engagement of external consultants to assess our cybersecurity program.

We also strive to implement and maintain layered controls designed to prevent and, where necessary, detect and respond to cybersecurity threats, including controls designed to facilitate identification of third-party cybersecurity risks.

At the management level, DXP’s cybersecurity program is led by the Company’s Chief Information Officer (“CIO”), who reports to DXP’s Chief Executive Officer (“CEO”). At the Board level, DXP’s Board of Directors has delegated to the IT and Cybersecurity Committee of the Board responsibility for oversight of risks relating to cybersecurity, as set forth in the Committee’s charter. Multiple members of DXP’s IT and Cybersecurity Committee have prior work experience overseeing or assessing a cybersecurity function. DXP’s CIO updates the IT and Cybersecurity Committee regarding DXP’s cybersecurity program, including key program metrics, initiatives and developments. The IT and Cybersecurity Committee regularly briefs the full Board on these matters. In addition, in the event of a significant cybersecurity incident, DXP's policy and process requires timely engagement of and consultation with the IT and Cybersecurity Committee.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 26

Audit Committee

DXP has an Audit Committee, which assists the Board in fulfilling its responsibilities for general oversight of the integrity of DXP’s financial statements, DXP’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence and the performance of DXP’s independent auditors. Among other things, the Audit Committee prepares the Audit Committee report for inclusion in the annual proxy statement; annually reviews the Audit Committee charter; appoints, evaluates and determines the compensation of DXP’s independent auditors; reviews and approves the financial statements, the audit fee and the scope of the annual audit; reviews DXP’s disclosure controls and procedures, internal controls and corporate policies with respect to financial information; oversees investigations into complaints concerning financial matters; and reviews other risks that may have a significant impact on DXP’s financial statements. The Audit Committee works closely with management as well as DXP’s independent auditors. Furthermore, the Audit Committee has the responsibility of overseeing DXP’s Business Ethics Policy. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from, DXP for outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The Board has determined that Audit Committee Chairman Joseph R. Mannes is an audit committee financial expert as defined by Item 407(d)(5)(ii) of Regulation S-K, as adopted by the SEC, and was independent within the meaning of the NASDAQ listing standards. The report of the Audit Committee is included herein.

A current copy of the charter of the Audit Committee is available under the "Investors" tab of DXP’s website at http://www.dxpe.com.

Compensation Committee

The Compensation Committee discharges the Board’s responsibilities relating to compensation of DXP’s executive officers and directors; produces an annual report on executive compensation for inclusion in DXP’s proxy statement; provides general oversight of equity compensation plans; and retains and approves the terms of the retention of any compensation consultants and other compensation experts. Other specific duties and responsibilities of the Compensation Committee include: reviewing and approving objectives relevant to executive officer compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving employment agreements for executive officers; approving and amending DXP’s incentive compensation for executive officers and share compensation programs (subject to shareholder approval if required); recommending director compensation to the Board; monitoring director and executive stock ownership; and annually evaluating its charter.

The Compensation Committee's charter provides that the Compensation Committee may delegate any of its duties and responsibilities to a subcommittee of the Compensation Committee consisting of not less than two members of the Compensation Committee. No such delegation of duties and responsibilities occurred in 2025. In addition, the Compensation Committee may delegate to one or more individuals the administration of equity incentive or employee benefit plans, unless otherwise prohibited by law or applicable stock exchange rules. Any such delegation may be revoked by the Compensation Committee at any time.

A current copy of the charter for the Compensation Committee is available under the "Investors" tab of DXP’s website at http://www.dxpe.com.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 27

Nominating and Governance Committee

The Nominating and Governance Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board; oversees the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and identifies best practices and recommends corporate governance principles, including giving proper attention and making effective responses to shareholder concerns regarding corporate governance. Other specific duties and responsibilities of the Nominating and Governance Committee include: annually assessing the size and composition of the Board; developing membership qualifications for Board committees; defining specific criteria for director independence; monitoring compliance with Board and Board committee membership criteria; coordinating and assisting management and the Board in recruiting new members to the Board; annually, and together with the Chairman of the Compensation Committee, evaluating the performance of the Chairman of the Board and Chief Executive Officer and presenting the results of the review to the Board and to the Chairman of the Board and Chief Executive Officer; reviewing and recommending proposed changes to DXP’s charter or bylaws and Board committee charters; recommending Board committee assignments; reviewing governance-related shareholder proposals and recommending Board responses; and conducting a preliminary review of director independence and the financial literacy and expertise of Audit Committee members.

A current copy of the charter for the Nominating and Governance Committee is available under the "Investors" tab of DXP’s website at http://www.dxpe.com.

IT and Cybersecurity Committee

The IT and Cybersecurity Committee assists the Board in its oversight of DXP’s cybersecurity program and information security framework, including: (i) strategy and governance; (ii) operations; and (iii) risk management. The Committee reviews the Company's enterprise cybersecurity strategy and framework, including the assessment of cybersecurity threats and risk, data security programs, and DXP’s management and mitigation of cybersecurity and information technology risks and potential breach incidents.

A current copy of the charter for the IT and Cybersecurity Committee is available under the "Investors" tab of DXP’s website at http://www.dxpe.com.

Consideration of Shareholder Recommendations

The policy of the Nominating and Governance Committee is to consider properly submitted shareholder recommendations for candidates for membership on the Board as described below under “Identifying and Evaluating Nominees for Directors.” In evaluating such recommendations, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth below under “Director Qualifications.” Any shareholder recommendations proposed for consideration by the Nominating and Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to:

Corporate Secretary

DXP Enterprises, Inc.

5301 Hollister St.

Houston, Texas 77040

Director Qualifications

Members of the Board should have the highest professional and personal ethics and values, consistent with longstanding DXP values and standards. They should have broad experience at the policy-making level in business, government, education or public interest. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform all director duties responsibly. The Nominating and Governance Committee does not have a specific policy regarding diversity and believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of experiences, knowledge, attributes and abilities that will allow the Board to fulfill its responsibilities.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 28

Identifying and Evaluating Nominees for Director

The Nominating and Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The Nominating and Governance Committee regularly assesses the appropriate size of the Board, the composition of the board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Governance Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating and Governance Committee through current board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Governance Committee and may be considered at any point during the year. The Nominating and Governance Committee will consider properly submitted shareholder nominations for candidates for the Board as set forth in the Company’s bylaws, and the procedures described in the section entitled “Proposals for Next Annual Meeting” in this proxy statement. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Governance Committee at a regularly scheduled meeting prior to the issuance of the proxy statement for DXP’s Annual Meeting. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating and Governance Committee. In evaluating such nominations, the Nominating and Governance Committee will seek to achieve a balance of knowledge, experience and capability on the Board.

Executive Sessions

Executive sessions of non-management directors are held at least four times a year. The sessions are scheduled and chaired by the Chair of the Audit Committee. Any non-management director may request that an additional executive session be scheduled.

Communications with the Board

Shareholders may communicate with the Board by submitting an e-mail to the attention of the Board at dxpboardcom@dxpe.com or by mailing correspondence to the Board c/o Human Resources, 5301 Hollister St., Houston, Texas 77040. All such correspondence will be forwarded to the Board. Communications that are intended specifically for non-management directors should be sent to the attention of the Audit Committee. All such correspondence will be forwarded to the Chairman of the Audit Committee, or if unavailable, to the other members of the Audit Committee.

COMMITTEES AND MEETINGS OF THE BOARD

Committees

The Board appoints committees to help carry out its duties. The Board has the following standing committees: Audit, Compensation, IT and Cybersecurity and Nominating and Corporate Governance. The following table sets forth the committees of the Board and their members as of the date of this proxy statement, as well as the number of meetings each committee held during 2025:

Director

Audit Committee

Compensation Committee

Nomination/Corporate Governance Committee

IT/Cybersecurity Committee

David Little

—

Kent Yee

—

Timothy Halter

†

David Patton

†

Joseph R. Mannes

†

Karen Hoffman

†

Number of meetings held in 2025

† - Denotes chair

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 29

COMPENSATION OF DIRECTORS

We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board and the Compensation Committee are guided by the following principles:

•compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities;

•a significant portion of the total compensation should be paid in stock-based awards to align directors' interest with the long-term interests of our shareholders; and

•the structure of the compensation program should be simple and transparent.

Director’s Fees. During 2025, each of our independent directors received a minimum fee of $16,750 for each quarterly Board meeting. Our directors who are our employees or otherwise are not independent do not receive any compensation for attending Board or committee meetings. The following table summarizes the annual fees in cash for the Board:



						Amount $
Annual fee						$55,000
Annual fee for Audit Committee Chair						$16,500
Annual fee for Compensation Committee Chair						$11,000
Annual fee for Nominating & Governance Chair						$11,000
Annual fee for IT & Cyber Committee Chair						$11,000

Restricted Stock. In addition to the compensation set forth above, each non-employee director receives restricted stock granted under the 2016 Omnibus Incentive Plan. The number of whole shares granted each July 1st is calculated by dividing $82,500 by the closing price of the Common Stock on such day. The fair value of any restricted stock award is measured based upon the closing price of DXP’s Common Stock on the grant date and is recognized as compensation expense over the vesting period of the awards.

On July 1st, 2025, Mannes, Halter, Patton and Hoffman each received a grant of 917 shares of restricted stock. The shares of restricted stock vest one year on the anniversary of the date of grant.

Indemnification

The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company, to the extent permitted by applicable law.

Other Items

The Company reimburses all directors for reasonable travel expenses incurred when attending Board and committee meetings.

The table below summarizes the compensation paid by the Company to its directors, other than Mr. Little and Mr. Yee, for the fiscal year ended December 31, 2025.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 30

Fiscal Year 2025 Director Compensation


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Joseph R. Mannes	71,500	82,500	—	—	—	—	154,000
David Patton	66,000	82,500	—	—	—	—	148,500
Karen Hoffman	66,000	82,500	—	—	—	—	148,500
Timothy Halter	63,250	82,500	—	—	—	—	145,750

(1) The amounts shown in the Stock Awards column reflect the full grant date fair value of restricted stock awards (“RSA”) awarded in 2025, calculated pursuant to FASB ASC Topic 718. See also Note 11, Share-Based Compensation, to our audited financial statements included in our annual report on form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. Mannes, Patton, Hoffman and Halter have 15,464, 24,344, 4,787 and 41,842 RSAs outstanding, respectively, as of December 31, 2025.

Code of Conduct and Code of Ethics for Senior Financial Officers

DXP has adopted a code of conduct for directors, officers (including DXP’s principal executive officer, principal financial and accounting officers and controller) and employees. Also, DXP has adopted a code of ethics for senior financial officers, which includes executive financial officers (including DXP’s principal executive officer, principal financial and accounting officers and controller) and key financial managers. The Code of Conduct and Code of Ethics for Senior Financial Officers are available on DXP’s website at http://ir.dxpe.com/corporate-governance/governance-documents/default.aspx. DXP intends to post amendments to or waivers (to the extent applicable to DXP’s principal executive officer, principal financial officer or controller, or persons performing similar functions), if any, from its Code of Ethics for Senior Financial Officers at the same location on the DXP website.

Policy Regarding Restricted Transactions

Our directors and executive officers are prohibited from engaging in speculative transactions in Company securities, such as trading in puts and calls, or selling securities short. We have adopted a pledging limitation policy for our directors and executive officers restricting directors and executive officers from pledging shares of the Company and holding shares of the Company in margin accounts. Directors and executive officers of the Company may pledge shares or hold shares in margin accounts so long as all of the following policy requirements are met: (i) prior to pledging shares or holding shares in a margin account such director or executive officer shall obtain approval from the Chief Financial Officer, and (ii) in no event shall the total number of shares collectively pledged by our directors and executive officers exceed 10% of the Company’s total outstanding Common Stock.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 21, 2026 with respect to (i) persons known to DXP to be beneficial holders of five percent or more of the outstanding shares of either Common Stock, Series A Preferred Stock or Series B Preferred Stock, (ii) NEOs, directors and director nominees of DXP and (iii) all executive officers and directors of DXP as a group. Unless otherwise indicated, the beneficial owners have sole voting and investment power, as applicable, over the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock listed below. We calculated the percentage of shares outstanding based on 15,505,312 shares of Common Stock, 1,122 shares of Series A Preferred Stock, and 15,000 shares of Series B Preferred Stock outstanding as of April 21, 2026. In accordance with SEC regulations, we also include shares issuable upon exercise of options or settlement of restricted stock units (“RSUs”) or other derivative securities that are vested or exercisable, or will become vested or exercisable, within 60 days of April 21, 2026 (the “table date”). Those shares are deemed to be outstanding and beneficially owned by the person holding such option, RSU or other derivative security for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.


NAME OF BENEFICIAL OWNER (1)	COMMON STOCK	%		SERIES A PREFERRED STOCK	%	SERIES B PREFERRED STOCK	%
David R. Little, Chairman of the Board, President and CEO	1,217,761	7.9	%	—	—	—	—	%
Nick Little	798,740	5.2	%	—	—	5,000	33.33	%
Paz Maestas	600,262	3.9	%	—	—	5,000	33.33	%
Kent Yee, Secretary, SVP/CFO, and Director	60,642	*		—	—	—	—	%
Timothy P. Halter, Director	36,842	*		—	—	—	—	%
Chris Gregory	18,645	*		—	—	—	—	%
John Jeffery	20,477	*		—	—	—	—	%
David Patton, Director	24,344	*		—	—	—	—	%
Joseph R. Mannes, Director	13,964	*		—	—	—	—	%
David Molero Santos	5,843	*		—	—	—	—	%
Karen Hoffman, Director	4,707	*		—	—	—	—	%
Other beneficial owners(2)	611,924	3.9	%	—	—	5,000	33.34	%
All executive officers and directors, as a group (14 persons)	3,414,151	22.0	%	—	—	15,000	100.00	%
BlackRock, Inc. (3)	1,894,387	12.2	%	—	—	—	—	%
FMR LLC (4)	1,600,422	10.3	%	—	—	—	—	%
Wellington Management Group LLC (5)	1,104,479	7.1	%	—	—	—	—	%
Dimensional Fund Advisors LP (6)	765,196	4.9	%	—	—	—	—	%
Outstanding Series A Preferred Shareholders (7)	—	—	%	1,122	1	—	—	%

*Less than 1%

(1)The address for all listed beneficial owners is 5301 Hollister St., Houston, Texas 77040, unless otherwise noted.

(2)Includes Controller and other material related parties.

(3)Based solely on a Schedule 13G/A filed with the SEC on April 29, 2025, BlackRock, Inc. and its subsidiaries have sole voting

power with respect to 1,871,187 shares and sole dispositive power with respect to 1,894,387 shares. The address for BlackRock,

Inc., is 55 East 52nd Street, New York, NY 10055.

(4)Based solely on a Schedule 13G/A filed with the SEC on December 5, 2025, FMR LLC has sole voting power with respect to 1,598,199 shares and sole dispositive power with respect to 1,600,422 shares. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.

(5) Based solely on a Schedule 13G/A filed with the SEC on August 12, 2025, Wellington Management Group LLP has shared voting power with respect to 656,179 shares and sole dispositive power with respect to 1,104,479 shares. The address for Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210.

(6) Based solely on a Schedule 13G/A filed with the SEC on October 9, 2025, Dimensional Fund Advisors LP has shared voting power with respect to 743,898 shares and sole dispositive power with respect to 765,196. The address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(7) The last known addresses for Donald Tefertilla, Norman O. Schenk, Charles Jacob and Ernest E. Herbert are 4425 Congressional Drive, Corpus Christi Texas 78413, 4415 Waynesboro, Houston, Texas 77035, P.O. Box 57, Kenner, Louisiana 70062 and 320 Time Saver Avenue, Harahan, LA 70123, respectively.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 32

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS ("Say-on-Pay")

As required pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is providing stockholders with an advisory (non-binding) vote to approve the compensation paid to our NEOs as disclosed in this proxy statement. This advisory vote is commonly known as a ‘Say-on-Pay’ vote. We currently hold a Say-on-Pay vote on an annual basis.

The Board recommends a vote FOR this resolution because it believes that the policies and practices described in the Compensation Discussion and Analysis are effective in achieving the Company’s goals of linking pay to executive performance and levels of responsibility, encouraging our executive officers to remain focused on both short-term and long-term financial and strategic goals of the Company, and aligning the interests of our executive officers with the interests of our stockholders by linking executive performance to stockholder value.

At the 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”), over 91% of the votes cast were voted in favor of the Say-on-Pay resolution at the 2025 Annual Meeting.

Considering the strong level of support expressed by our shareholders for the executive compensation program for our then NEOs, the Compensation Committee decided to continue to apply the same guiding philosophy and principles to subsequent decisions regarding NEOs compensation. However, the Committee did decide to engage independent consultants to determine if there were areas to improve. As such, there were some changes made to the 2021 NEOs programs, as noted in the Compensation Discussion and Analysis section below. The Compensation Committee also continues to monitor voting policy changes adopted by our institutional stockholders and their advisors, and expect to continue to take those voting policies into account when considering changes to our executive compensation program.

At the Annual Meeting, the shareholders will vote on a non-binding, advisory resolution regarding the compensation of our NEOs. Our NEOs for the 2025 fiscal year were:

•David Little, President and Chief Executive Officer

•Nick Little, Senior Vice President, Chief Operating Officer

•Kent Yee, Secretary and Senior Vice President, Chief Financial Officer

•Paz Maestas, Senior Vice President/Chief Marketing & Technology Officer

•Chris Gregory, Senior Vice President, Chief Information Officer

Say-On-Pay Voting

We believe that our compensation policies and procedures are competitive, focused on pay-for-performance and strongly align with the long-term interests of our shareholders. This advisory shareholder vote, commonly known as “Say-on-Pay,” gives you as a shareholder the opportunity to express approval or withhold approval of the compensation we pay our NEOs through voting for or against the following resolution:

“Resolved, that the shareholders approve the compensation of the Company’s NEOs as disclosed in DXP’s 2026 proxy statement, which includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related discussion.”

The Company and the Compensation Committee remain committed to the compensation philosophy, policies and objectives outlined under the heading “Compensation Discussion and Analysis” in this proxy statement. As always, the Compensation Committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program.

Shareholders are encouraged to carefully review the “Compensation Discussion and Analysis” section of this proxy statement for a detailed discussion of our executive compensation program.

Because your vote is advisory, it will not be binding upon DXP or our Board. However, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. The Company conducts such “Say-on-Pay” votes on an annual basis.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 33

This proposal must be approved by the affirmative vote of the holders of shares representing at least a majority of the shares entitled to vote at the Annual Meeting and represented at the Annual Meeting, by person or proxy, by the holders of our Common Stock, Series A Preferred Stock and Series B Preferred Stock voting together as a single class. Abstentions with respect to the approval of this proposal will have the effect of a vote against this proposal. Broker non-votes will not be treated as shares that are represented at the meeting for the purposes of this proposal and will have no effect on this proposal.

Board Recommendation

☑ Our Board recommends that you vote "FOR" the resolution to approve, on an advisory basis, the compensation of DXP's NEOs.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee is composed of Timothy Halter, Joseph R. Mannes, David Patton and Karen Hoffman. The purpose of the Compensation Committee is to review, approve and make recommendations to the Board on matters regarding the compensation of officers, directors, employees, consultants and agents of DXP and act as the administrative committee for any incentive compensation plans and equity-based plans of DXP. The Compensation Committee makes its compensation decisions based upon its own research and analysis, with input from the principal executive officer or chief executive officer other than with respect to his own compensation. The Compensation Committee has the authority to obtain advice and assistance and receive appropriate funding from DXP for compensation consultants, legal, accounting and other advisors as the Compensation Committee deems necessary to carry out its duties. As such, the Compensation Committee engaged an independent consultant, Longnecker & Associates to review NEOs' pay starting in fiscal year 2021 and continued into fiscal year 2022. Please note that Longnecker & Associates was acquired by NFP Compensation Consulting in 2017 and rebranded in the fall of 2022.

Introduction

This Compensation Discussion and Analysis has been prepared by our management and reviewed by the Compensation Committee of our Board. This discussion provides information and context regarding the compensation paid to our Chief Executive Officer, Chief Financial Officer, and the other three most highly compensated executive officers in 2025, all of whom are collectively referred to as the NEOs.

The Company's executive compensation policies are designed to provide aggregate compensation opportunities for our executives that are competitive in the business marketplace and that are based upon Company and individual performance. Our foremost objectives are:

•aligning executive pay and benefits with the performance of the Company and shareholder returns while fostering a culture of highly ethical standards, teamwork, longevity with the Company, integrity, and

•attracting, motivating, rewarding, and retaining the broad-based management talent required to achieve corporate objectives.

Compensation Philosophy and Objectives

We have adopted a basic philosophy and practice of offering market competitive compensation that is designed to attract, retain and motivate a highly-qualified executive management team. With respect to our NEOs, this discussion describes our compensation philosophy and objectives, the methodologies used for establishing the compensation programs for the NEOs and the policies and practices to administer such programs.

The Compensation Committee is comprised entirely of non-employee directors. In addition to offering market competitive compensation programs, we place significant emphasis on pay for results where the primary goal is to motivate executive management to achieve the business and strategic objectives that drive shareholder value. Our executive compensation programs have been designed to achieve the following objectives:

•attract and retain talented and experienced executives by offering market competitive compensation;

•encourage teamwork and support a pay-for-results policy; and

•motivate key executives to achieve strategic business initiatives and to reward them for their achievements.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 34

In pursuit of these objectives, the Compensation Committee believes that the compensation packages provided to the NEOs should include both base salary and incentive compensation, with an emphasis on pay that is based on DXP’s performance.

Best Compensation Practices and Policies

What We Do

What We Do Not Do

Heavy emphasis on variable compensation

No guaranteed salary increases or incentive guarantees

Balance of short-term and long-term compensation to discourage short-term thinking and risk taking

No employment contracts containing multi-year guarantees for salary increases, bonuses or equity compensation

Meaningful quantitative goals for performance-based annual and long-term compensation

No discretionary incentives

Annual say-on-pay advisory vote

We do not allow tax gross-ups

We seek independent advice through compensation consultants

No overlapping performance metrics between short-term and long-term incentive programs

We have an ongoing shareholder outreach effort

No long-term incentive compensation is paid in cash

Pay for Performance and Corporate Strategy

We have aligned our executive compensation programs with our long-term strategy. Actions taken to achieve the performance compensation measures are creating long-term value for our shareholders and other stakeholders.

Our Strategy: Grow Revenue, Leverage Scale, and Invest Capital

GROW SALES:

We plan to grow sales by remaining relevant to the business-to-business industrial customer as their preferences evolve through a combination of price, product, service and technology differentiation strategies. In 2025, sales were $2.0 billion, and we completed six acquisitions.

LEVERAGE SCALE:

We leverage our scale by optimizing our business segments using technology, shared services, where appropriate, and best practices. Our scale enables us to achieve cost efficiencies by maximizing our purchasing power and utilizing economies of scale through our supply chain channel. During the recent pandemic, we were able to continue to operate without any major disruptions to our business, which highlights the power of our scale due our many shared resources.

Growing sales and leveraging our scale increases cash flow, which enables us to:

ALLOCATE CAPITAL:

We continue maximizing capital investment opportunities in a disciplined and balanced manner and aim to deliver the highest relative return. Our priorities for investing our capital are: 1) investing in acquisitions and organically where appropriate; 2) managing debt; and 3) returning cash to our shareholders via share repurchases. In 2025, we invested capital of $78.7 million, including the investment of $61.7 million in acquisitions and organic opportunities, and returning $17.0 million to shareholders through share repurchases.

Role of the Independent Consultant

Engagement of NFP Compensation Consulting ("NFP") (formerly referred to as Longnecker & Associates (“Longnecker”))

In 2025, the Compensation Committee retained the services of NFP, an external independent executive compensation consultant, to assist the Compensation Committee in its review of executive compensation practices, including the competitiveness of pay levels, program design, market trends, and technical considerations.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 35

Pursuant to SEC rules, the Compensation Committee has assessed the independence of NFP and, in 2021, the Committee concluded that no conflict of interest exists that would prevent NFP from providing independent advice to the Compensation Committee. NFP does not provide any consulting advice to the Company, or any of its subsidiaries, outside the scope of executive compensation and will not do so without the prior consent of the Compensation Committee chair. NFP met with the Compensation Committee chair and the Compensation Committee outside the presence of management.

Market Compensation Data Analysis

In general, NFP provided the Company with external pay comparison data. The Compensation Committee recognizes that over-reliance on external comparisons can be of concern, and the Compensation Committee is mindful of the value and limitations of comparative data. Therefore, although the Compensation Committee used comparative data provided by NFP as one input in making certain of its NEOs compensation decisions, such data is not the primary factor in the decision-making process.

In determining compensation opportunities for NEOs in 2024 and 2025, the Compensation Committee considered peer group data for select executive positions as a primary market reference point. As a secondary market reference point, the Compensation Committee reviewed pay levels from similarly sized revenue companies disclosed in published surveys. We did not select the constituent companies comprising the survey group, and the component companies’ identities were not a material factor in the applicable compensation analysis. The market information is considered a reference point rather than policy for reviewing competitiveness.

The Compensation Committee used this competitive market assessment as only one factor in its compensation decisions; the Compensation Committee also considered other factors including, but not limited to, each NEO's time in his or her particular role, historical performance and, to a lesser extent, internal equity considerations.

Key Recent Changes to Executive Compensation Program

DXP’s Compensation Committee regularly reviews our executive compensation program with a view toward continuous improvement and consideration of investor feedback. In recent years, the Compensation Committee has enhanced the program to reinforce the already-strong linkages between (1) between pay and performance, (2) between the interests of our shareholders and the interests of our executive officers, and (3) between the Company’s strategic plan and executive compensation program. These improvements have included the introduction of a long-term incentive compensation program that took full effect in fiscal year 2022.

The Compensation Committee has enhanced our executive compensation program over the last several years to reinforce our performance-oriented culture and expects to continue to improve the program as appropriate, but also believes that consistent use of best-practice designs is important in effectively communicating key messages to our executives. As a result, the Compensation Committee does not revise the program to align with emerging trends unless it sees a clear business rationale for DXP.

Methodologies for Establishing Compensation

In determining the appropriate compensation levels for our Chief Executive Officer, the Compensation Committee meets outside the presence of all of our executive officers. With respect to the compensation levels of all other NEOs, the Compensation Committee meets with our Chief Executive Officer who makes recommendations to the Compensation Committee regarding the compensation of the other NEOs.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 36

What We Pay and Why: Overview of Key 2025 Program Elements

Element

Nature

Description

Why We Provide It

Base Salary

Cash

Fixed compensation component payable in cash; reviewed annually and subject to adjustment

Attract and retain executive talent by paying competitive base compensation for expected levels of day-to-day performance

Short-Term Bonus Incentive

Cash (variable)

STBI paid in cash based on performance against annually established goals, as determined by the Committee

Align NEOs' performance with the Company's near-term financial objectives

Long-Term Incentive Award

Stock (variable)

LTI equity awards include performance-based restricted stock awards that vest over three years

Aligns the interest of NEOs and stockholders by incentivizing achievement of long-term performance goals and encouraging retention

Total Direct Compensation Pay Components

The graphs display the CEO's and other NEOs' mix of total direct compensation, with each component expressed as a percentage of total direct compensation.

In 2025, approximately 82% of our CEO'S compensation and approximately 65% of our other NEOs' compensation was performance-based.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 37

Compensation Elements Link to Shareholder Value


Component	Description	Link to Shareholder Vote	How We Determine Amount
Annual Base Salary	Fixed cash element of compensation established within a competitive range of benchmark pay levels.	Serves to attract and retain executive talent capable of driving superior performance.	We consider individual performance, oversight responsibility, and competitive benchmarking.
Annual Performance-Based Incentive Compensation	Performance–based element of compensation tied to the attainment of performance measures, which is paid in cash.	Rewards the achievement of short-term financial and operational objectives we believe are primary drivers of long-term shareholder value.	The Compensation Committee establishes performance metrics that will drive the current performance of the Company and enhance shareholder value. The 2025 measures included: •Normalized Earnings Per Share •Normalized EBITDA
Long-Term Incentive Compensation	Restricted Stock – awards are made in March each year at the same time as the restricted stock grants and vest at a rate of 1/3 per year.	Supports the retention of key executive and management talent and fosters a culture of ownership.	The Compensation Committee considers several factors in determining the total long-term incentive compensation, including peer comparable pay, the individual performance of each NEO, the job responsibilities of each NEO, and the overall Company performance in light of the current economic environment. Once the total target value is established for each NEO, we calculate and grant to each NEO the number of shares of restricted stock.

Compensation for CEO and Named Executive Officers

The Compensation Committee carefully considers the recommendations of the Chief Executive Officer when making decisions on setting base salary and granting awards under the incentive cash bonus plan to other NEOs. The Compensation Committee determines equity incentive awards for each NEO on a case-by-case basis. In making compensation determinations, the Compensation Committee acts on the recommendations of the Chief Executive Officer, with modifications as deemed appropriate by the Compensation Committee, for NEOs other than the Chief Executive Officer. The Compensation Committee determines each element of compensation for the Chief Executive officer and the other NEOs.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 38

For the fiscal year ended December 31, 2025, the elements of the Chief Executive Officer's and NEOs' compensation plans included:

•Base salary;

•Short-Term Annual Bonus incentive;

•Long-Term Incentive equity awards; and

•Broad-based benefits programs.

Annual Base Salary

We target the base salary levels of our CEO and NEOs within a competitive range of benchmark pay levels defined in the competitive benchmarking analysis performed by NFP, as mentioned on pages 35-37. We believe these levels are appropriate to motivate and retain our CEO and NEOs, who each have leadership talents and business expertise that make them attractive to other companies. In addition, when adjusting salaries, we may also consider the individual performance of the executive.


	2025 Salary		2024 Salary		$ Change		% Change
David Little	$	808,500	$	808,500	$	—	—	%
Nick Little	428,000		400,000		28,000		7.0	%
Kent Yee	468,000		450,000		18,000		4.0	%
Paz Maestas	364,000		350,000		14,000		4.0	%
Chris Gregory	364,000		350,000		14,000		4.0	%

The Compensation Committee establishes the base salary of each NEO based on consideration of the individual’s performance and experience, Company performance and internal equitable considerations to support teamwork. The Compensation Committee considers the recommendations of our Chief Executive Officer in determining the appropriate base salary levels for the NEOs, other than the Chief Executive Officer. The Compensation Committee considers the compensation of the Chief Executive Officers of other comparable publicly-held companies in determining the appropriate base salary for our Chief Executive Officer. Although the Compensation Committee believes that competitive base salaries are necessary to attract and retain a highly-qualified executive team, it believes that a significant portion of executive compensation should be based on a pay-for-results model.

Short-Term Annual Bonus Incentive

Under the terms of the employment agreement with our Chief Executive Officer, he is entitled to receive a bonus of 5% of our profit before income tax, which is determined and paid on a quarterly basis and capped at 2x the CEO's base salary. The Compensation Committee can decide to pay all or a portion of this bonus in the form of cash or stock. The determination of whether the bonus is to be paid in cash or shares is to be made prior to the date on which the amount of the bonus is determined. If shares will be issued, the number of shares is determined by dividing the portion of the bonus to be paid by the closing price of a share of our Common Stock on the last day of the period for which the bonus was earned, rounded up to the nearest whole share. For 2025, 2024 and 2023, all incentive cash bonuses were paid in cash.

At the beginning of each year, our Chief Executive Officer makes a recommendation to the Compensation Committee, which the Committee reviews and approves, regarding whether our other NEOs will receive an incentive cash bonus and, if so, how the incentive cash bonus will be calculated. For 2025, the NEOs were eligible for a cash bonus. The cash bonus was calculated by multiplying our profit before income tax by two percentages. Profit before income tax, up to a maintenance amount, was multiplied by a percentage referred to as the Maintenance Incentive Factor (which ranged on a sliding scale from 0.00% to a maximum of 1.33%). Profit before income tax above the maintenance amount was multiplied by a higher percentage referred to as the Growth Incentive Factor (which ranged on a sliding scale from 0.00% to a maximum of 4.00%). The Maintenance and Growth Incentive Factors vary by each NEO as determined by the CEO and Compensation Committee based upon the NEO's responsibilities and role. The 2025 cash bonus payout was capped at a base Growth Incentive Factor of 1.50% for Messrs. Little and Yee and 1.25% for Messrs. Maestas and Gregory.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 39


	2025 Annual Cash		2024 Annual Cash
	Bonus Award Received		Bonus Award Received
	(% of Base Salary)		(% of Base Salary)
David Little	200.0	%	200.0	%
Nick Little	114.0	%	82.2	%
Kent Yee	82.4	%	55.0	%
Paz Maestas	107.2	%	75.0	%
Chris Gregory	107.2	%	75.0	%

See “2025 Summary Compensation Table — Non-Equity Incentive Plan Compensation” below for more details.

Long-Term Incentive Equity Award Changes Starting in 2021

For fiscal year 2021, the Compensation Committee revised the Long-Term Incentive equity award for the CEO and NEOs after consultation and based upon the review with NFP. The Compensation Committee determined for fiscal year 2021 that the CEO and NEOs would have a target long-term grant award based upon achieving a target EBITDA for fiscal year 2021 that was paid out based upon achieving a percentage of the target with a threshold amount established at 70% of target. In fiscal year 2023, the CEO and NEOs had a target long-term grant award based upon achieving a target EBITDA for fiscal year 2023 of $139 million. Similarly, in fiscal year 2024, the CEO and NEOs had a target long-term grant award based upon achieving a target EBITDA for fiscal year 2024 of $180 million. In fiscal year 2025, the CEO and NEOs had a target long-term grant award based upon achieving a target EBITDA for fiscal year 2025 of $217 million.

The diagram below illustrates the annual long-term incentive award opportunities that the Compensation Committee determined for the Company's NEOs.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 40

Below is the chart with the target and the established threshold percentage:


Threshold						Payout Percentage
70% of target						50%
80% of target						75%
90% of target						90%
98% of target						100%
105% of target						110%
115% of target						125%
125% of target						150%
135% of target						200%

All of these awards are granted pursuant to the 2016 Omnibus Incentive Plan.

Other Equity-Based Compensation

The Compensation Committee also determines whether grants of equity-based compensation will be given to the other NEOs each year based on the performance of the Company as a whole, the performance of the business units for which the NEO are responsible and the contribution that the NEOs made to the Company, together with a recommendation of our Chief Executive Officer. The equity-based compensation awarded to the NEOs is determined by the Compensation Committee on a case-by-case basis and granted under the Company’s 2016 Omnibus Incentive Plan. See “Grants of plan-based awards" below for more details.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.

Members of the Compensation Committee:

David Patton (Chairman)

Timothy P. Halter

Joseph R. Mannes

Karen Hoffman

Broad-Based Benefits Programs

Broad-based benefits, which are available to all employees, include health, dental, disability and life insurance, paid vacation time and company contributions to a 401(k) profit-sharing retirement plan. These benefits are provided in accordance with practices within the marketplace and, we believe, are a necessary element of compensation in attracting and retaining employees.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 41

Executive Employment Agreements

DXP entered into an employment agreement effective January 1, 2004, as amended, with Mr. Little. The agreement was for an initial term of three years, renewable annually for a term to extend three years from such renewal date. The agreement provides for compensation of a minimum amount of $448,000 per year, to be reviewed at least annually for possible increases, monthly bonuses equal to 5% of the profit before tax of DXP as shown on the books and records of DXP at the end of each month and other perquisites in accordance with DXP policy (the Company computes and pays this bonus on a quarterly basis). The aggregate of the monthly bonuses in any calendar year must not exceed twice his annual base salary. In the event Mr. Little terminates his employment for “Good Reason” (as defined in the employment agreement), or is terminated by the Company for other than “Good Cause” (as defined in the employment agreement), Mr. Little would receive a cash lump-sum payment equal to the sum of (i) the base salary for the remainder of the employment period under the agreement, (ii) an amount equal to the sum of the most recent 12 months of bonus paid to him, (iii) two times the sum of his current annual base salary plus the total of the most recent 12 months of bonuses, (iv) all compensation previously deferred and any accrued interest thereon, and any accrued vacation pay not yet paid by the Company, and (v) continuation of benefits under the Company’s benefit plans for the current employment period. Mr. Little is also entitled under the agreement to certain gross-up payments if an excise tax is imposed pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, which imposes an excise tax on certain severance payments in excess of three times an annualized compensation amount following certain changes in control or any payment of distribution made to him. In the event of Mr. Little’s death while employed by DXP, his estate will receive Mr. Little’s base salary in equal bi-weekly installments for a period of twenty-four months after the month of his death.

Potential Payments Upon Termination or Change of Control

None of our NEOs, other than Mr. Little, are entitled to any payments from the Company in the event his or her employment by the Company terminates as a result of death or disability, or as the result of the voluntary or involuntary termination of his or her employment. None of our NEOs are entitled to any payments upon a change of control of the Company pursuant to an employment agreement; however, acceleration of vesting events may occur in conjunction with our 2016 Omnibus Incentive Plan.

Mr. Little is not entitled to any payments from the Company in the event his employment by the Company terminates as a result of his voluntary termination other than for “Good Reason” (as defined in his employment agreement) or his involuntary termination by the Company for “Good Cause” (as defined in his employment agreement). In the event that the Company had terminated Mr. Little’s employment without “Good Cause” or he had voluntarily terminated with “Good Reason” on December 31, 2025, Mr. Little would have been entitled to a lump-sum severance payment of $8,893,500 and continuation of healthcare benefits and social club dues having a value of $53,168.33 for a total value of $8,946,668. In the event of Mr. Little’s death, his estate will receive Mr. Little’s base salary in equal bi-weekly installments for a period of twenty-four months after the month of his death. In the event Mr. Little had died on December 31, 2025, his family would have been entitled to payments totaling $1,617,000.

Internal Revenue Code Limits on Deduction of Executive Compensation

Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to public corporations for compensation paid in excess of $1,000,000 for any fiscal year to the corporation’s chief executive officer, chief financial officer and three other most highly compensated executive officers as of the end of any fiscal year.

Administrative Policies and Practices

In administering the compensation programs of the NEOs, the Compensation Committee meets at least four times a year in conjunction with regularly scheduled Board meetings. The Compensation Committee also meets telephonically to discuss special items (such as the payment of special bonuses). The Compensation Committee members regularly confer with our chief executive officer on matters regarding the compensation of the NEOs, other than the chief executive officer, and other executive officers.

Hedging Policy

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 42

Insider Trading Policy

The Company has adopted an Insider Trading Policy that applies to all directors, officers and employees governing the purchase, sale and/or disposition of their securities. It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. The Insider Trading Policy is included within the Company’s Code of Conduct. See “Code of Conduct and Code of Ethics for Senior Financial Officers” above for more details.

Clawback Policy

Our Corporate Governance Guidelines provide that, in the event the Company is required to issue a restatement of its financial statements due to material noncompliance with applicable financial reporting requirements, the Board may, among other things, clawback an executive’s incentive compensation for the three-year period preceding the date of the financial restatement which is in excess to what would have been paid if the financial information had been correctly reported as set forth in such restatement. The Corporate Governance Guidelines further provide that, if an individual’s misconduct was a contributing factor to the Company having to restate any of its financial statements or constituted fraud, bribery or any other illegal act which adversely affected the Company’s financial position or reputation, then the Board may, in its discretion, clawback all or a portion of an executive’s incentive compensation to the extent such incentive compensation was granted.

In addition, the Board has adopted a clawback policy (the “Clawback Policy”) in order to comply with applicable laws and NASDAQ listing standards that requires the Company to clawback incentive-based compensation in the event the Company issues a restatement of its financial statements, to the extent such incentive-based compensation received by the individual exceeds the amount the individual would have received based on the restated financial statements. The Clawback Policy does not supersede the Board’s ability to clawback incentive compensation under our Corporate Governance Guidelines but, instead, supplements that ability.

Policies and Practices for Granting Certain Equity Awards

Our Compensation Committee is responsible for granting long-term equity-based compensation under our omnibus stock incentive plans. Awards for the CEO are granted by the Compensation Committee following approval by the independent members of the Board. Awards for executive officers other than the CEO are granted by the Compensation Committee and discussed with the Board. Management determines the allocation of equity-based grants for other groups within the Company and individual recommendations are made by the heads of the groups and approved by the CEO. In addition to considering the value of each equity-based award, management and the Compensation Committee also consider, as an additional factor in approving long-term equity awards, the overall potential shareholder dilution impact and burn rate, which is the rate at which awards are granted as a percentage of DXP shares outstanding.

The regular Board and Compensation Committee meeting with meetings held quarterly in late February, late April, late July and late October. Annual grants of equity-based awards to our NEOs and other executives, as well as to other eligible employees, are made at the Compensation Committee’s February meeting. Additionally, specific grants may be made at other Compensation Committee meetings to recognize an employee’s promotion, change in responsibility or specific achievement, or to achieve other key compensation objectives, such as retention. Generally, the Compensation Committee sets the grant date for equity awards in late March following the Company’s announcement of earnings. The Company does not time the release of material non-public information for the purpose of affecting the values of equity grants. At the time equity grant decisions are made, our Compensation Committee is aware of the earnings results, but it does not adjust the size or the mix of grants to reflect possible market reaction.

In addition, restricted stock awards do not accrue or pay dividends or dividend equivalents prior to vesting.

Influence of Say-on-Pay Results on Executive Compensation Decisions

The Compensation Committee is attentive to the outcome of the shareholder “Say on Pay” vote. At the Company’s 2025 Annual Meeting, the holders of 12,782,235 shares of common stock cast votes for approval of the proposal and the holders of 398,025 shares of Common Stock cast votes against approval of the proposal, with 30,733 abstaining. In addition, all shares of Series A Preferred Stock and Series B Preferred Stock that cast votes at the 2025 Annual Meeting cast votes for approval of the proposal. As the Company already holds annual “Say-on-Pay” votes, the Compensation Committee did not change any practices or programs as a result of the 2025 Annual Meeting’s “Say on Pay” vote outcome.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 43

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2025, the members of our Compensation Committee were Messrs. Mannes, Halter, Patton and Mrs. Hoffman. No member of the Compensation Committee (a) was an officer or employee of the Company during 2025, (b) was formerly an officer of the Company, or (c) had any relationship that required disclosure under the section titled “Certain Relationships and Related Person Transactions.”

In addition, during the year ended December 31, 2025, none of our executive officers served as (a) a member of a compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of another entity, one of whose executive officers served on the Company’s Compensation Committee, (b) a director of another entity, one of whose executive officers served on the Company’s Compensation Committee or (c) a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of another entity, one of whose executive officers served as a director of the Company.

EXECUTIVE OFFICERS

The following section sets forth the names and background of the executive officers.

Background of Executive Officers


NAME	POSITION	AGE
David R. Little	Chairman of the Board, President and Chief Executive Officer	74
Kent Yee	Secretary and Senior Vice President/Chief Financial Officer	51
Nick Little	Senior Vice President/Chief Operating Officer	44
Paz Maestas	Senior Vice President/Chief Marketing & Technology Officer	46
John J. Jeffery	Senior Vice President/Supply Chain Services	58
Chris Gregory	Senior Vice President/Chief Information Officer	51
David Molero Santos	Vice President/Chief Accounting Officer	44

David R. Little. Mr. Little’s biography is provided under “Information Regarding Board Nominees and Directors” above.

Kent Yee. Mr. Yee's biography is provided under "Information Regarding Board Nominees and Directors" above.

Nick Little. Mr. Little was appointed Senior Vice President/Chief Operating Officer in January 2021. Mr. Little began his career with DXP nearly twenty years ago as an application engineer. During his tenure at DXP, Mr. Little has held various roles of increasing responsibility including outside sales, Director of Operations and more recently as the Regional Vice President of Sales and Operations. As Chief Operating Officer, Mr. Little is responsible for the execution of the strategic direction of the Company and oversees sales, operations and inventory management & procurement of DXP. He holds a Bachelor of Business Administration in Finance from Baylor University.

DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 44

Chris Gregory. Mr. Gregory was appointed Senior Vice President and Chief Information Officer in March of 2018. Mr. Gregory joined the Company in August 2006. From December 2014 until January 2018 he served as Vice President of IT Strategic Solutions. Prior to serving as Vice President of IT Strategic Solutions he served in various roles, including application developer, database manager as well as leading the business intelligence and application development departments. He holds a Bachelor of Business Administration and Computer Information Systems from the University of Houston and an MBA from The University of Texas at Austin, McCombs School of Business.

Paz Maestas. Mr. Maestas was appointed Senior Vice President/Chief Marketing and Technology Officer in January 2021. Mr. Maestas has been with DXP since 2002 and leads the Company's e-Commerce and Omni-Channel initiatives. In his 20 years with DXP, he has served in various roles and most recently as Vice President of Marketing and Operations. He holds a Bachelor of Science from the University of Texas at Austin.

John J. Jeffery. Mr. Jeffery was appointed Senior Vice President of Supply Chain Services in May 2010. He oversees the strategic direction for the Supply Chain Services business unit driving innovative business development initiatives for organizational growth and visibility. He began his career with T.L. Walker, which was later acquired by DXP in 1991. During his tenure with DXP, Mr. Jeffery has served in various significant capacities including branch, area, regional and national sales management as well as sales, marketing, information technology and Service Center vice president roles. He holds a Bachelor of Science in Industrial Distribution from Texas A&M University and is also a graduate of the Executive Business Program at Rice University.

SEC Form DEF 14A filed by DXP Enterprises Inc.