Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• Lawson completed its $145 million acquisition of GradeEight on Oct. 26, 2026, funding the purchase with borrowings under the existing $400 million revolver and available cash.

• GradeEight operates Winzer’s national MRO franchise network and FastServ Supply storefronts in Texas and Arkansas; its network includes ~190 associates and 270 franchisees.

• A separate proposed merger would take the business private, subject to customary closing conditions, including stockholder approval.

Voting matters and shareholder proposals

• Stockholders entitled to vote at a special meeting will receive a proxy statement and proxy card for the proposed merger; requisite stockholder approval is a closing condition.

• The definitive proxy statement was planned for filing with the SEC; stockholders were urged to review it and the Schedule 13E-3 before voting.

Related party transactions

• Merger buyers Parent, Intermediate and Merger Sub are affiliated with LKCM Headwater Investments, CEO and Board Chair J. Bryan King, and their respective affiliates; King is also LKCM Headwater’s Managing Partner.

• LKCM Headwater and affiliates beneficially own ~78.5% of outstanding common shares; directors, officers and other personnel may participate in the proxy solicitation.