Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• A proposed merger will take the company private, with Eclipse Acquisitions Merger Sub, Inc. merging into the company, making it a wholly owned subsidiary of Eclipse Intermediate Acquisitions, LLC, an affiliate of Luther King Capital Management (LKCM).

• LKCM, a long-term investor, believes private ownership will provide greater operational flexibility, accelerate M&A, and reduce public company distractions.

• The company operates a leading specialty distribution platform serving MRO, OEM, and industrial technology markets, with a diversified customer and supplier base and robust M&A pipeline.

• Recent acquisitions, including American Fasteners Corporation, and a pipeline of six additional targets, are expected to contribute significant EBITDA if completed.

• Management expects continued organic growth, margin expansion, and improved free cash flow as investment levels moderate.

Voting matters and shareholder proposals

• Shareholders will be asked to vote on the proposed merger at a special meeting, with proxy materials and a Schedule 13E-3 filed with the SEC.

• Directors, officers, and affiliates may be deemed participants in the proxy solicitation.

Board of directors and corporate governance

• J. Bryan King (Chairman & CEO) and Ronald J. Knutson (EVP & CFO) lead the management team, supported by experienced segment leaders and a dedicated LKCM Headwater team.

• The board and management have deep industry experience and a track record of value creation.