Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• July 15, 2026 merger agreement proposes a $35.00-per-share all-cash buyout; price is $5.50 above the initial offer and a ~81.3% premium to the March 13 unaffected close.

• If completed, shares will be delisted from Nasdaq and the business will become privately held; closing is expected in Q4 2026 and is subject to conditions, with a December 31, 2026 outside date.

• LKCM affiliates beneficially own 78.5% of shares; they cite long-term value creation, greater operating flexibility and reduced public-company costs as reasons for going private.

• Five potential acquisitions remain under evaluation, with contemplated aggregate consideration of $460 million to $510 million; no definitive agreements have been signed.

Voting matters and shareholder proposals

• Stockholders vote on merger adoption, advisory approval of merger-related NEO compensation, and adjournment to solicit additional proxies; the Board recommends FOR all three.

• Merger approval requires a majority of outstanding shares plus a majority of votes cast by disinterested stockholders; affiliated holders’ 78.5% stake cannot count toward the disinterested vote.

• LKCM agreed to vote its 36,357,588 shares for all three proposals; non-affiliated directors and officers also intend to vote their 556,502 shares FOR the proposals.

• Adjournment could defer a vote, including when proxies indicate the merger proposal would fail, to permit further proxy solicitation.

Board of directors and corporate governance

• A four-member committee of independent, disinterested directors reviewed and negotiated the transaction with independent legal counsel and William Blair; it unanimously recommended approval.

• The Board approved the merger on the committee’s recommendation; J. Bryan King and M. Bradley Wallace recused themselves from Board deliberations and the vote.

• The merger agreement preserves committee authority over specified approvals, closing-condition determinations, termination decisions and enforcement or waiver of transaction rights through closing.

• William Blair concluded the $35.00 consideration was fair to disinterested stockholders from a financial point of view; its opinion was dated July 15, 2026.