Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• Merger agreement signed July 15, 2026; proposed $35.00 cash per share, up $5.50 from the initial proposal and an 81.3% premium to the March 13 unaffected price.

• If completed, the transaction makes the surviving entity privately held and delists its shares from Nasdaq; closing is expected by December 31, 2026, subject to conditions.

• Two acquisitions closed after signing: AFC for ~$44 million on September 1, 2026, and GradeEight for ~$145 million on October 26, 2026; five additional acquisitions are under evaluation, with potential aggregate consideration of $460–$510 million.

Voting matters and shareholder proposals

• The November 27, 2026 virtual special meeting covers merger approval, a non-binding advisory vote on merger-related executive compensation, and adjournment to seek additional proxies. The Board recommends FOR all three.

• Merger approval requires a majority of shares outstanding and a majority of votes cast by disinterested holders; the latter excludes affiliated holders, non-special-committee directors and specified officers.

• LKCM agreed to vote 36,357,588 shares, or 78.5% of voting power, FOR the proposals; those votes do not count toward disinterested-holder approval.

Board of directors and corporate governance

• A four-member special committee of independent, disinterested directors reviewed and negotiated the transaction with independent legal counsel and William Blair; it unanimously found the terms fair and in the best interests of disinterested holders.

• The Board approved the transaction on the committee’s unanimous recommendation; J. Bryan King and M. Bradley Wallace recused themselves and did not participate in deliberations or the vote.

• The merger agreement preserves the committee’s authority over specified approvals, closing-condition determinations, termination decisions and enforcement of rights until the merger’s effective time.