Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• July 15, 2026 merger agreement offers $35 cash per eligible share, $5.50 above the initial $29.50 proposal; premiums were 27.4% to the July 15 unaffected close and 81.3% to the March 13 close.

• The going-private deal would make the surviving entity an indirect wholly owned subsidiary of Parent and delist the shares from Nasdaq; affiliated holders own 78.5% of the outstanding shares.

• Financing includes an $800 million 10.000% notes offering due 2032 and an equity commitment of up to $125 million; closing is not conditioned on financing availability.

• Closing was expected in FY 2026 Q4 and no later than December 31, 2026, subject to the merger agreement’s conditions and any permitted extension.

• Post-merger operations are expected to initially remain substantially unchanged; plans also include the completed AFC acquisition, the proposed GradeEight deal and five potential acquisitions with aggregate consideration of $460–$510 million if completed.

Voting matters and shareholder proposals

• Three proposals: adopt the merger agreement, approve named executive officer merger compensation on a non-binding basis, and authorize adjournment to solicit more proxies if merger votes are insufficient.

• Merger approval requires a majority of outstanding shares and a majority of votes cast by disinterested holders; affiliated holders’ votes count only toward the first threshold.

• LKCM agreed to vote 36,357,588 shares, or 78.5% of voting power, for all three proposals; its support would secure the outstanding-share threshold but not the disinterested-holder approval.

• The board recommends FOR all proposals; approval of the compensation and adjournment proposals requires a majority of voting power present or represented and entitled to vote.

Board of directors and corporate governance

• A four-member Special Committee of independent, disinterested directors was formed to evaluate alternatives, negotiate terms and recommend action; it retained McDermott Will & Schulte and William Blair.

• The Special Committee unanimously found the transaction fair and in the best interests of disinterested holders; King and Wallace recused themselves from the board’s deliberations and vote.

• William Blair’s July 15 opinion found the $35 consideration fair from a financial point of view to disinterested holders, subject to the opinion’s assumptions and limitations.

• The Special Committee retains authority over specified merger decisions, closing-condition determinations, termination decisions and enforcement or waiver of rights through the Effective Time.