Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• Priced $800M of 10.000% Senior Notes due 2032, increased from $700M; offering expected to close October 15, 2026, subject to customary conditions.

• After escrow release, proceeds plus an LKCM Headwater equity contribution are expected to fund the merger consideration, repay part of existing debt, cover transaction costs and support general purposes, including future acquisitions.

Voting matters and shareholder proposals

• A special meeting will seek stockholder approval of the merger; a definitive Schedule 14A proxy statement and proxy card are intended to be provided to eligible stockholders.

• A Schedule 13E-3 transaction statement was jointly filed by the issuer, LKCM and certain affiliates on September 1, 2026; investors were urged to review it and the forthcoming proxy materials before voting.

Risk oversight and compliance

• Merger completion and release of note proceeds depend on customary conditions, including stockholder approval; risks include failure to close the offering or merger and failure to meet escrow-release conditions.

• Notes and guarantees are unregistered and offered to qualified institutional buyers under Rule 144A and non-U.S. persons outside the U.S. under Regulation S.