Notification That Annual Report Will Be Submitted Late (nt 10-k)


United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 12b-25

Notification of Late Filing

(Check One):

☑

Form 10-K

☐

Form 20-F

☐

Form 11-K

☐

Form 10-Q

☐

Form 10-D

☐

Form N-SAR

☐

Form N-CSR


For Period Ended:			December, 31, 2021


☐			Transition Report on Form 10-K
☐			Transition Report on Form 20-F
☐			Transition Report on Form 11-K
☐			Transition Report on Form 10-Q
☐			Transition Report on Form N-SAR


For the Transition Period Ended:


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Part I - Registrant Information


DXP ENTERPRISES INC
Full Name of Registrant

N.A.
Former Name if Applicable

5301 Hollister Drive
Address of Principal Executive Office (Street and Number)

Houston, TX 77040
City, State and Zip Code

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort of expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)


	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
☑	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III - Narrative


State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
DXP Enterprises, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 10-K”) within the prescribed time period without unreasonable effort or expense. The delay in filing the Company’s 10-K is primarily associated with the previously announced auditor change in November of 2021 (8K filed November 12, 2021). We will file as soon as practicable.

Part IV - Other Information


1. Name and telephone number of person to contact in regard to this notification
Kent Yee	713	996-4736
(Name)	(Area Code)	(Telephone Number)


2. Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☑ No ☐


3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☑

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.