Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• Proposed take-private would have LKCM Headwater affiliates acquire remaining shares for $35.00 cash per share; closing requires customary conditions, including stockholder approval.

• A newly formed affiliate plans a $700M senior notes offering due 2032, subject to market conditions; proceeds are expected to be escrowed until release conditions are met.

• TTM revenue and Pro Forma Adjusted EBITDA for the period ended June 30, 2026 were $2.05B and $195M, respectively.

• AFC was acquired for $44M on September 1, 2026; a near-term MRO target and five additional acquisition candidates were under evaluation.

Voting matters and shareholder proposals

• Stockholder approval is a condition to the merger; a definitive proxy statement and proxy card are intended for distribution ahead of a special meeting.

• Investors were urged to review the definitive proxy statement, Schedule 13E-3, and related filings before voting.

Board of directors and corporate governance

• LKCM Headwater expects private ownership to provide greater flexibility for ERP harmonization, sales optimization, market expansion, and acquisition execution, while reducing public-company reporting demands.