Distribution Solutions Group, Inc. filed a preliminary proxy statement (Amendment No. 2) on October 27, 2026, seeking stockholder approval for a proposed going-private merger in which each eligible share of common stock would be converted into $35.00 in cash.

Key Highlights

  • Merger consideration: Eligible stockholders would receive $35.00 per share in cash, without interest and subject to required withholding tax, according to the filing.
  • Premium over initial proposal: The $35.00 per share represents an increase of $5.50 per share over LKCM Headwater's initial non-binding proposal of $29.50 per share submitted to the Board on March 14, 2026.
  • Premium over pre-announcement price: The filing states the 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 prior to public disclosure of the initial proposal.
  • Controlling stockholder involvement: LKCM Headwater and its affiliates beneficially own approximately 78.5% of outstanding Company Common Stock as of the Record Date, and the acquiring entities were formed by LKCM Headwater and J. Bryan King, the Company's CEO, President, and Chairman of the Board.
  • Special Committee review: The Board established a special committee of independent and disinterested directors to review, evaluate, and negotiate the Merger Agreement, and the Board acted upon that committee's unanimous recommendation.
  • Dual stockholder approval required: Approval of the Merger Proposal requires both a majority of all outstanding Company Common Stock and a separate affirmative vote of a majority of votes cast by Disinterested Stockholders, as defined under Section 144 of the DGCL.
  • Going-private and delisting: The filing describes the transaction as a "going private transaction" under Rule 13e-3 of the Exchange Act; if completed, Company Common Stock will be delisted from The Nasdaq Stock Market LLC.

Distribution Solutions Group Merger Agreement and Stockholder Vote Details

Distribution Solutions Group, Inc. (NASDAQ:DSGR) filed a preliminary proxy statement, Amendment No. 2 (PRER14A), dated October 27, 2026, calling a special meeting of stockholders to vote on a proposed merger. According to the filing, the Merger Agreement, dated July 15, 2026, was entered into among the Company and Eclipse Parent Acquisitions, LLC ("Parent"), Eclipse Intermediate Acquisitions, LLC ("Intermediate"), and Eclipse Acquisitions Merger Sub, Inc. ("Merger Sub"). Under the proposed terms, Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Intermediate and an indirect wholly owned subsidiary of Parent.

The filing discloses that Parent, Intermediate, and Merger Sub were formed by, and are affiliated with, LKCM Headwater Investments, LLC and J. Bryan King, who serves as the Company's Chief Executive Officer, President, and Chairman of the Board, as well as Managing Partner of LKCM Headwater. LKCM has entered into a Voting and Support Agreement to vote all shares it and its controlled affiliates beneficially own in favor of the Merger Proposal. Director M. Bradley Wallace, a founding member of LKCM Headwater, is also identified as an Affiliated Stockholder. Both Mr. King and Mr. Wallace recused themselves and were not present for the Board vote on the transaction.

The Board, acting on the Special Committee's unanimous recommendation, determined that the Transactions are "fair to, and in the best interests of, the Company and the Company's stockholders," according to the filing, and recommends that stockholders vote "FOR" the Merger Proposal, "FOR" the Advisory Compensation Proposal concerning named executive officer compensation, and "FOR" the Adjournment Proposal. Stockholders who properly exercise appraisal rights under Section 262 of the DGCL, shares held in treasury, and shares held by the Affiliated Stockholders are excluded from receiving the $35.00 per share merger consideration.

What Was Disclosed

Distribution Solutions Group filed a preliminary proxy statement amendment seeking stockholder approval for a $35.00-per-share all-cash going-private merger involving its controlling stockholder group, LKCM Headwater and CEO J. Bryan King, with a special meeting date to be announced.