Distribution Solutions Group, Inc. filed a Definitive Proxy Statement on October 28, 2026, asking stockholders to vote at a November 27, 2026 special meeting on a proposed go-private merger that would pay $35.00 per share in cash to eligible stockholders.

Key Highlights

  • Merger consideration: Each eligible share of Distribution Solutions Group common stock would be converted into the right to receive $35.00 per share in cash, without interest, subject to applicable withholding tax.
  • Premium over initial bid: The $35.00 price represents an increase of $5.50 per share over LKCM Headwater's initial non-binding proposal of $29.50 per share submitted on March 14, 2026.
  • Premium to market: The merger consideration represents an approximately 81.3% premium to the company's closing share price of $19.31 on March 13, 2026, the last trading day before public disclosure of the initial proposal.
  • Controlling stockholder involvement: LKCM Headwater and its affiliates, including the company's CEO, President and Chairman J. Bryan King, beneficially own approximately 78.5% of outstanding common stock as of the record date.
  • Merger Agreement date: The Agreement and Plan of Merger was dated July 15, 2026, among Eclipse Parent Acquisitions, LLC, Eclipse Intermediate Acquisitions, LLC, Eclipse Acquisitions Merger Sub, Inc., and the company.
  • Board recommendation: The Board, acting on the unanimous recommendation of a special committee of independent and disinterested directors, recommends stockholders vote "FOR" all three proposals.
  • Delisting expected: If completed, DSG common stock would be delisted from The Nasdaq Stock Market LLC and the company would become a privately held entity.

Distribution Solutions Group Merger Terms and Voting Requirements

According to the filing, Distribution Solutions Group, Inc. (NASDAQ:DSGR), a Delaware corporation headquartered at 301 Commerce Street, Suite 1700, Fort Worth, Texas, is seeking stockholder approval to merge with Eclipse Acquisitions Merger Sub, Inc., a wholly owned subsidiary of Eclipse Intermediate Acquisitions, LLC. Under the terms of the Merger Agreement dated July 15, 2026, Merger Sub would merge with and into the company, with DSG surviving as a wholly owned subsidiary of Intermediate and an indirect wholly owned subsidiary of Eclipse Parent Acquisitions, LLC. Parent, Intermediate, and Merger Sub were each formed by, and are affiliated with, LKCM Headwater Investments, LLC and J. Bryan King.

The filing discloses that the proposed transaction is a "going private transaction" within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, and a "controlling stockholder transaction" as defined in Section 144 of the Delaware General Corporation Law. Shares held by Parent, Intermediate, Merger Sub, Affiliated Stockholders, shares held in treasury or by any wholly owned subsidiary of the company, and shares for which appraisal rights are properly exercised and not withdrawn are excluded from receiving the $35.00 per share merger consideration.

Approval of the Merger Proposal requires two separate thresholds, according to the filing. First, the affirmative vote of shares representing a majority of all outstanding company common stock entitled to vote. Second, the affirmative vote of a majority of votes cast by "Disinterested Stockholders," which excludes the Affiliated Stockholders, non-Special Committee Board members, and persons deemed officers under Rule 16a-2. LKCM has entered into a Voting and Support Agreement to vote all shares it controls in favor of the Merger Proposal. Director M. Bradley Wallace, a founding member of LKCM Headwater, is also identified as an Affiliated Stockholder. Directors King and Wallace recused themselves from the Board vote approving the Merger Agreement.

What Was Disclosed

Distribution Solutions Group filed a Definitive Proxy Statement disclosing a proposed cash merger at $35.00 per share, a special stockholder meeting scheduled for November 27, 2026, dual voting approval requirements, the controlling stockholder's existing stake of approximately 78.5%, and the Board's recommendation to vote in favor of all three proposals.