Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• Lawson agreed on October 12, 2026, to acquire GradeEight for approximately $145 million, subject to purchase-price adjustments and customary closing conditions; closing is expected in Q4 2026.

• The acquisition has no financing condition; Lawson expects to use borrowings under an existing $400 million revolving credit facility and available cash.

• GradeEight generates approximately $110 million in annual sales and is expected to be accretive to adjusted EBITDA margins on a go-forward basis.

• GradeEight includes Winzer’s nationwide MRO franchise network and FastServ Supply’s eight Texas and Arkansas storefronts; Winzer has more than 270 franchisees and serves approximately 12,000 customers.

Voting matters and shareholder proposals

• A separate merger agreement signed July 15, 2026, for an affiliate-led take-private transaction is subject to customary closing conditions, including requisite stockholder approval.

• A definitive proxy statement is intended for filing and distribution to eligible stockholders for the special meeting; a Schedule 13E-3 was jointly filed on September 1, 2026.

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

Board of directors and corporate governance

• J. Bryan King serves as chief executive officer and board chairman and is managing partner of LKCM Headwater, which affiliates beneficially own approximately 78.5% of outstanding common shares.

• Directors, executive officers, management members, and employees may participate in the proxy solicitation; their merger-related interests are addressed in transaction filings.