DEF 14A of Distribution Solutions Group, Inc., Apr 1, 2026

DEF 14A of Distribution Solutions Group, Inc.

Filed Apr 1, 2026 · FY20250001628280-26-022845

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Stockholders are entitled to cumulative voting in the election of directors. Under cumulative voting, each stockholder is entitled to that number of votes equal to the number of directors to be elected, multiplied by the number of shares such stockholder owns, and such stockholder may cast his or her votes for one nominee or distribute them in any manner he or she chooses among any number of nominees. Unless otherwise indicated on the proxy card, votes may, in the discretion of the proxies, be equally or unequally allocated among the nominees named below. Directors will be elected by a plurality of the votes cast at the meeting by the holders of shares represented in person or by proxy. Thus, assuming a quorum is present, the seven persons receiving the greatest number of votes will be elected as directors and votes that are withheld will have no effect. The Amended and Restated By-Laws of the Company provide that the Board of Directors shall consist of such number of members, between five and nine, as the Board determines from time to time. At the Annual Meeting, seven directors are to be elected to serve until the 2027 annual meeting of stockholders. The chart below summarizes the demographics of the seven nominees of our Board of Directors.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | THE SEVEN NOMINEES FOR THE BOARD OF DIRECTORS |

  3. Directors to Serve Until 2027

    Directors to Serve Until 2027

  4. Directors to Serve Until 2027

    | Name | Age | First Year Elected/Appointed Director | | I. Steven Edelson | 66 | 2009 | | Lee S. Hillman | 70 | 2004 | | J. Bryan King | 55 | 2017 | | Mark F. Moon | 63 | 2019 | | Bianca A. Rhodes | 67 | 2021 | | M. Bradley Wallace | 53 | 2023 | | Robert S. Zamarripa | 70 | 2022 |

  5. Directors to Serve Until 2027

    I. Steven Edelson has served as co-founder and now a non-Managing Director of International Facilities Group, a leading facilities development and management company, since June 1995. Mr. Edelson is the founding principal of IFG Development Group, which provides development advisory services, as well as acts in a development capacity in multiple areas of the real estate industry. Mr. Edelson also serves as Principal and Managing Director of The Mercantile Capital Group, a Chicago-based private equity investment firm. Mr. Edelson is a Director of Bionanosim a leading drug delivery and drug discovery company based in Israel. Mr. Edelson is also a member of the Board of Governors of the Hebrew University in Jerusalem. Mr. Edelson is a Trustee at the Truman Institute for Peace and is the proud recipient of the 2005 Ellis Island Congressional Medal of Honor. In 2014, Mr. Edelson became a NACD Board Leadership Fellow. These professional experiences, along with Mr. Edelson's particular knowledge and experience in capital management, qualify him to serve as a Director. Lee S. Hillman currently serves as Executive Chairman of Performance Health Systems, LLC, a position he assumed in February 2026. He served as Chief Executive Officer and board member of Performance Health Systems, LLC, since 2012, and its predecessor since 2009, relinquishing the CEO role in February 2026. From February 2006 to May 2009, Mr. Hillman served as Executive Chairman and Chief Executive Officer of Power Plate International ("Power Plate") and from 2004 through 2006 as CEO of Power Plate North America. Mr. Hillman has served as President of Liberation Advisory Group, a private management consulting firm, since 2003. Previously, from 1996 through 2002, Mr. Hillman served as CEO of Bally Total Fitness Corporation, then the world's largest fitness membership club business, and from 2000 through 2002 also served as Executive Chairman of its Board of Directors. He was CFO of Bally Entertainment Corporation, an entertainment and manufacturing conglomerate, from 1991 to 1996, and prior to that an audit partner with Ernst & Young. Since 2022, Mr. Hillman has served as Lead Independent Director of the Board of Distribution Solutions Group, where he is also the Chairman of the Audit Committee and served as the Compensation Committee Chairman through 2024. He served in similar roles on the Board of Directors of Lawson Products, DSG's predecessor, since 2004. Mr. Hillman also currently serves as a member of the Board of Directors of Franklin BSP Capital Corporation ("FBCC"), Franklin BSP Multifamily Trust, Inc., and Franklin BSP Private Credit Fund where he also serves as chairman of the Audit Committees. Previously, he has served as a member of the Board of Directors of several exchange-listed, public and privately-held companies, including Franklin BSP Lending Corporation (merged into FBCC in 2024), RCN Corporation (where he was Chairman of the Board), HealthSouth Corporation, Wyndham International, Bally Total Fitness Corporation (where he was Executive Chairman of the Board), HC2 Holdings, Inc., Franklin BSP Real Estate Debt BDC, Professional Diversity Network, and Holmes Place, Plc., as well as Trustee of the Adelphia Recovery Trust. Mr. Hillman holds a B.S. in Finance and Accounting from the Wharton School of the University of Pennsylvania and a M.B.A. in Finance and Accounting from the Booth School of Business of the University of Chicago. Mr. Hillman is a Certified Public Accountant and former audit partner with Ernst & Young. These professional experiences, along with Mr. Hillman's particular knowledge and experience in accounting, finance and restructuring businesses and having served as Chief Executive Officer, Chief Financial Officer, and/or director of other publicly traded U.S. and international companies and as a former audit partner of an international accounting firm, qualify him to serve as a Director. J. Bryan King, CFA, is a Principal of Luther King Capital Management Corporation ("LKCM"), an SEC-registered investment advisor with approximately $30.4 billion of assets under management as of December 31, 2025, and Founder and Managing Partner of LKCM Capital Group and LKCM Headwater Investments, LLC (“LKCM Headwater”), the private capital investment group of LKCM. On April 27, 2022, the Board of Directors of the Company appointed Mr. King to serve as President and Chief Executive Officer of DSG (f/k/a Lawson Products, Inc.), effective May 1, 2022, which is in addition to his role as Chairman of the Board of the Company. Mr. King has acted as an investment manager responsible for lower middle market investments in public and private companies since 1994 when he joined his first distribution company board. Those private capital focused partnerships manage over approximately $3 billion of flexible private capital focused on long-term investment strategies to drive stockholder value through building more profitable and durable businesses. The LKCM investment team and their affiliates and related parties generally represent approximately 30% of the capital in the partnerships, and outside capital is predominantly limited to taxable investors with prior significant experience building businesses similar to those in which LKCM invests. In 2003, Mr. King established the LKCM Distribution Holdings advisory board of operating partners, key limited partners, and relevant thought leaders to support LKCM Capital Group and its affiliates' investment activities in value-added distribution and related service offerings. In specialty distribution, Mr. King has Chaired and/or been the Managing Partner with direct controlling oversight of DSG (f/k/a Lawson Products, Inc.), TestEquity, Gexpro Services, Relevant Industrial Solutions, Critical Rental Solutions, Commercial Buildings Solutions, Industrial Distribution Group (IDG), Rawson, Golden State Medical Supply, and the ERIKS North American assets, including Lewis-Goetz (LGG), and XMEK (f/k/a ERIKS Seals and Plastics). He also has served in various capacities, including Chairman, on and alongside of many other boards of both public and private companies, as well as numerous not for profit and community organizations. Mr. King graduated from Princeton University and today serves on the advisory board for the Princeton University Museum of Art. He also graduated from Harvard Business School, as well as Texas Christian University where he serves on the Executive Committee of Trustees and chairs the Investment Committee with oversight over the TCU Endowment, and previously chaired the Fiscal Affairs, and Audit and Risk Management committees. These professional experiences, along with Mr. King's particular knowledge and expertise in finance and capital management, qualify him to serve as a Director.

  6. Directors to Serve Until 2027

    Mark F. Moon has served as President of MFM Advisory Services since 2016 and as an advisor and operating partner for LKCM since 2016. In 2016, Mr. Moon joined the Board of Directors for BearCom LLC, which is the largest value-added distributor of two-way radio communications and solutions. Mr. Moon also served on the Board of Directors for TestEquity prior to the business combination with Lawson Products, Inc. and Gexpro Services. Mr. Moon served for more than thirty years with Motorola Solutions, Inc. from 1985 to 2016. During this time, he held a variety of leadership roles culminating in the responsibility for leading 10,000+ employees located in 100+ countries. Prior to his retirement, he served as President with responsibilities for the strategy of the company and leading all aspects of global operations including Sales and Marketing, Product Research and Development, Software and Services, and Supply Chain. In addition, Mr. Moon served as Chairman of the Board of Directors for Vertex Standard, as a member of the Board of Directors for the National Fallen Firefighters Foundation and as a member of the Advisory Board of the Georgia Institute of Technology’s School of Industrial and Systems Engineering where he was named to the Academy of Distinguished Engineering Alumni in 2014. These professional experiences, along with Mr. Moon’s particular knowledge and expertise in sales and marketing, global operations and supply chain management qualify him to serve as a Director. Bianca A. Rhodes has served as the President and Chief Executive Officer of Knight Aerospace Medical Systems, LLC, a global leader in custom air medical transport products, since 2014. Ms. Rhodes currently serves as a member of the Board of Directors of a number of non-profit organizations. Prior to this time, she founded CrossRhodes Consulting where she advised private enterprises on financial and operating issues helping them to raise capital and structure buyouts while also managing a family real estate business. Ms. Rhodes began her career as a commercial banker with the National Bank of Commerce in San Antonio and later joined TexCom Management Services, a computer leasing company. At TexCom she was instrumental in the sale of the company to Intelogic Trace (NYSE:IT) where she became the CFO. Additionally, she has served as CFO of Kinetics Concepts Inc. (NASDAQ:KNCI), a global corporation that produces medical technology for wounds and wound healing. During her tenure there, she engineered a successful turnaround, significantly increasing the company’s value, prior to going private. She is a member of the San Antonio Women's Hall of Fame, was named the 2021 Business Woman of the Year and a 2025 South Texas Power Player. Ms. Rhodes is a graduate of the McCombs Business School at the University of Texas in Austin. These professional experiences, along with knowledge and experience acquired in managing distribution and technology firms, qualify Ms. Rhodes to serve as a Director. M. Bradley Wallace has served as a Founding Partner of LKCM Headwater Investments, the private capital investment group of LKCM, where he is responsible for all aspects of the investment process including sourcing and analyzing new investment opportunities and overseeing the implementation of post-transaction operational initiatives, several of which have been within the Industrial Distribution sector. Mr. Wallace has served as a member of the Board of Directors of Alliance Consumer Group, Pavement Maintenance Group, and Partner Industrial. Mr. Wallace also serves as an investment professional for LKCM Capital Group, he served for two years as the Chief Financial Officer for a $200M retail chain, where he was responsible for restructuring the business and integration of several acquisitions subsequent to LKCM Capital Group’s initial purchase of the assets out of bankruptcy. Prior to joining LKCM, Mr. Wallace served as Principal and Portfolio Manager for KBK Capital, where he served on the investment committee and was responsible for senior debt, mezzanine and private equity transactions. While at KBK, he served as a Director and interim Chief Executive Officer of a food manufacturing and distribution company, overseeing the restructuring of its management. Mr. Wallace began his career in finance as an originator and manager of $100 million factoring and asset-based lending portfolio. Mr. Wallace graduated with a Bachelor of Business Administration and a Masters of Business Administration, with the honor of Top Scholar, from Texas Christian University. These professional experiences, along with Mr. Wallace’s particular knowledge and expertise in finance, investments, and accounting qualify him to serve as a Director. Robert S. Zamarripa founded Zam Capital, a business advisory and investment company in 2012. Additionally, Mr. Zamarripa founded ZJR, an industrial real estate holding company in 1988 and is currently a managing partner. Mr. Zamarripa founded OneSource Distributors in 1983, serving as Chairman and Chief Executive Officer until 2013. OneSource is a leading electrical, utility and industrial automation distributor in the United States and Mexico. OneSource is recognized as an industry leader in providing technology driven value and supply chain services to its customers. Additionally, OneSource was recognized as the fifth largest Hispanic owned business in the United States by Hispanic Business Magazine in 2011. OneSource was ranked as one of the top 20 largest Electrical Distributors in the United States in 2011 by Electrical Wholesale Magazine. Mr. Zamarripa has served on the Board of Directors for Flow Control Group (2021 - present), SourceAlliance.com (1990 - 1992) and IMARK Group (2008 - 2012). Additionally, Mr. Zamarripa has served in advisory board positions for the following electrical, industrial and automation equipment manufacturers: Rockwell Automation, Eaton Corporation, General Electric Company, Hoffman Engineering, Hubbell Inc., Thomas and Betts Corporation, ABB and Leviton Manufacturing Co. Inc. In addition, Mr. Zamarripa served as a strategic advisor to a special committee of the Company’s Board of Directors in connection with the business combination between Lawson Products, Inc., TestEquity and Gexpro Services. Mr. Zamaripa graduated with a Bachelor of Arts from the University of California, Santa Barbara. These professional experiences, along with knowledge and experience acquired in managing and leading distribution firms, qualify Mr. Zamarripa to serve as a Director. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THESE NOMINEES.

  7. Peer Group for Compensation Benchmarking

    Peer Group for Compensation Benchmarking DSG maintains two peer groups that it uses for compensation benchmarking: (i) the DSG Peer Group, which is used to benchmark compensation for DSG executives and directors, and (ii) the Operating Company Peer Group (the “OPG”), which is used to benchmark compensation for executives of each of the Company’s operating companies – Lawson, Gexpro Services, and TestEquity. In 2025, the Compensation Committee reviewed the peer groups with the assistance of the Compensation Committee’s independent consultant, Compensation Advisory Partners ("CAP"), to confirm the companies in the peer group continue to be appropriate comparators in terms of size, industry, and other operating characteristics. Specifically, in reviewing the DSG Peer Group, the Compensation Committee considered companies generally within a range of one-third to three times DSG’s revenue in the Trading Companies and Distributors, Technology Distributors, Industrial Machinery, and Supplies and Components industries. The Compensation Committee also considered characteristics such as business mix, EBITDA margin, and the ratio of market capitalization to revenue. Based on this review, the Compensation Committee approved the removal of three companies (i.e., Barnes Group and H&E Equipment Services, each due to acquisition and Tennant Company due to business mix considerations) and adding nine companies (i.e., Alta Equipment Group, BlueLinx Holdings, Columbus McKinnon Corporation, Enpro, ESCO Technologies, Fastenal Company, Hawkins, Kimball Electronics, and MSC Industrial Direct Company). These changes resulted in the 19-company DSG Peer Group listed below. At the time of the Compensation Committee’s review, the DSG Peer Group had median revenue of $1.6B and market capitalization of $1.7B compared to DSG’s revenue of $1.9B and market capitalization of $1.5B.

  8. Peer Group for Compensation Benchmarking

    | Distribution Solutions Group, Inc. Peer Group | | | Alta Equipment Group Inc. | Hawkins, Inc. | | Applied Industrial Technologies, Inc. | Helios Technologies, Inc. | | BlueLinx Holdings Inc. | Herc Holdings Inc. | | Columbus McKinnon Corporation | Kadant Inc. | | DNOW Inc. | Kimball Electronics, Inc. | | DXP Enterprises, Inc. | MRC Global Inc | | Enpro Inc. | MSC Industrial Direct Company, Inc. | | ESCO Technologies Inc. | Park-Ohio Holdings Corp. | | Global Industrial Company | TriMas Corporation | | Fastenal Company | |

  9. Peer Group for Compensation Benchmarking

    In reviewing the OPG, the Compensation Committee considered companies generally within a range of one-third to three times the average revenue for DSG’s operating companies in the Trading Companies and Distributors, Electronic Manufacturing Services, Technology Distributors, Industrial Machinery and Supplies and Components industries. Like with the DSG Peer Group, the Compensation Committee also considered characteristics such as business mix, EBITDA margin, and the ratio of market capitalization to revenue. Based on this review, the Compensation Committee approved removing four companies due to business mix considerations (i.e., Ampco-Pittsburgh Corporation, Insteel Industries, Trex Company, and Twin Disc) and adding ten companies (i.e., Climb Global Solutions, CTS Corporation, Helios Technologies, Hudson Technologies, Kadant, Key Tronic Corporation, Kimball Electronics, McGrath RentCorp, Standex International Corporation, and TriMas Corporation). These changes resulted in the 20-company OPG listed below. At the time of the Compensation Committee’s review, the OPG had median revenue of $0.6B compared to average revenue of $0.6B for DSG’s operating companies.

  10. Peer Group for Compensation Benchmarking

    | Operating Company (Lawson, TestEquity or Gexpro Services) Peer Group | | | Climb Global Solutions, Inc. | Kadant Inc. | | Columbus McKinnon Corporation | Key Tronic Corporation | | CTS Corporation | Kimball Electronics, Inc. | | The Eastern Company | L.B. Foster Company | | Enerpac Tool Group Corp. | McGrath RentCorp | | Enpro, Inc. | NN, Inc. | | The Gorman-Rupp Company | Perma-Pipe International Holdings, Inc. | | Helios Technologies, Inc. | Standex International Corporation | | Hudson Technologies, Inc. | Transcat, Inc. | | Hurco Companies, Inc. | TriMas Corporation |

  11. Peer Group for Compensation Benchmarking

    The Compensation Committee believes that the proxy peer group benchmarking provides an accurate indicator of total compensation paid by companies with executives that have skills and responsibilities similar to the Company’s executives. Compensation for the Company’s executives is generally managed within the ranges of compensation paid by companies in their applicable peer group. In addition to peer group compensation data, the Compensation Committee also considers differences between each executive’s role and comparable roles in the market, each executive’s tenure, and performance in role.

  12. NEO Compensation Competitiveness Compared to the Peer Group

    NEO Compensation Competitiveness Compared to the Peer Group Annually, as part of our determination of the competitiveness of our executive officers' target Total Cash Compensation ("TCC") and target Total Direct Compensation ("TDC") relative to market practices, the Compensation Committee reviews target compensation for each of DSG’s NEOs relative to compensation data for comparable officer roles in our peer groups. Based on this year’s review, the Compensation Committee found that, on average, both target TCC, which includes base salary and target bonus, and target TDC, which includes target TCC plus the average grant value of LTI awards received in the last three years, for our NEOs is positioned at median relative to our peer groups. Since Mr. King does not receive compensation for his services to the Company, a benchmarking is not necessary and he has been excluded from this analysis.

  13. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has the authority to engage and has from time to time engaged the services of outside consultants to assist in making decisions regarding the establishment of DSG’s compensation philosophy and programs, including for executives and directors. In 2025, the Compensation Committee engaged Compensation Advisor Partners ("CAP") to perform benchmarking analyses of executive officer and director compensation and make recommendations on peer group determination, performance metrics and incentive opportunity levels for the NEOs, as well as for independent members of the Board of Directors. CAP was asked to review recommendations related to equity award incentives, including plan design, performance metrics and goals, and related incentive opportunities and estimated plan costs. CAP performs no other services for the Company. The Compensation Committee has reviewed the independence of CAP in light of SEC rules and Nasdaq listing standards regarding compensation consultants and has concluded that CAP's work for the Compensation Committee does not raise any conflict of interest. All work performed by CAP is subject to review and approval of the Compensation Committee who has the right to terminate CAP at any time.

  14. Elements of Total Compensation

    Elements of Total Compensation In determining the type and amount of compensation for each eligible executive at our operating companies, other than our Chairman, President and CEO, we have used both annual cash compensation, which includes a base salary and an annual incentive award, as well as a long-term incentive opportunity, which is equity based. Additionally, certain NEOs received a pre-merger grant of time-based and performance-based equity interests that reward certain NEOs for achievement of long-term performance goals. Our compensation programs have been designed to encourage and reward the creation of long-term stockholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The Compensation Committee believes the mix of these forms of compensation, in the aggregate, supports the Company's overall compensation objectives of attracting top talent for executive positions, incentivizing such executive officers, motivating and rewarding the achievement of individual and company goals and aligning the interests of executive officers with those of our stockholders. We target total compensation within a reasonable range of market median, on average, and provide the opportunity to earn above median compensation for outperformance of our performance goals through our annual and long-term incentive plans. The following table describes each executive compensation element utilized in 2025 for our NEOs based on the philosophy and objectives described above as well as each element's link to our compensation philosophy.

  15. Elements of Total Compensation

    | Compensation Element | Philosophy Statement | Talent Acquisition and Retention | Accountability for Business Performance (Align to Stockholder Interests) | Accountability for Individual Performance (Support Company Performance and Value Creation) | | Base Salary | We intend to provide base pay competitive to the market of industry peers and across other industries where appropriate. Our goal is to attract and retain talent that can deliver superior results and transform our business. | X | | | | Annual Incentive Plan (1) | The 2025 AIP, as defined in the Annual Incentive Plan section, was designed to reward specific annual performance against business measures, such as Sales Revenue, Adjusted EBITDA, Working Capital and Equity Value, set by the Board at the start of the plan year. The amount of the 2025 AIP reward was determined by formula and can vary from 0% to 150% of an individual executive's original target incentive. | X | X | X | | Long-Term Incentive Plan ("LTIP")(2) & Equity Incentives | The LTIP was designed to align NEOs with the long-term interests of stockholders. Starting in 2022, the primary focus of the long-term incentive program transitioned to equity awards primarily granted in the form of non-qualified stock options that were significantly "out of the money" and will only realize value in the event of significant appreciation in the Company's stock price. RSUs were granted as a retention incentive aligned with future changes to share price. | X | X | X | | Other Compensation and Benefit Programs | DSG's operating companies offer employee benefits programs which include healthcare, life, disability, dental and vision benefits, as well as a 401(k) program and other federally provided programs outside of the United States. A deferred compensation program is also provided to a select group of our management, including our NEOs, to provide for tax-advantaged savings beyond the limits of qualified plans. | X | | |

  16. Elements of Total Compensation

    (1) NEOs are eligible for the annual incentive plan based on performance against performance measures at the operating company level. Equity value is determined based on DSG performance. Mr. Knutson is also a participant in the Lawson operating company annual incentive plan based on his dual role. (2) Mr. Connors is not a participant in the Company's LTIP; however, he entered into incentive agreements pre-merger whereby he is eligible for time-based and performance-based equity interests that would be payable in connection with a change-in-control or similar type of transaction.

  17. Base Salary

    Base Salary The Compensation Committee is responsible for reviewing our Chief Executive Officer’s and other executive officers’ base salaries. The base salaries of all executive officers are reviewed and adjusted when necessary to reflect individual roles, performance and the competitive market. Except for Mr. King, annual base salary and cash bonuses are the primary cash-based element of our executive officers’ compensation structure. We provide NEOs and other employees, except for Mr. King, who does not receive any compensation from the Company in connection with his roles of Chairman, President & CEO, with a base salary to compensate them for services rendered during the fiscal year. Base salary represents the only fixed component of the elements of our executive compensation program and is intended to provide a baseline minimum amount of annual compensation for our NEOs. Our base salary philosophy is intended to keep our fixed costs at an appropriate level for each role. In setting base salaries for the CEO and other executives, the Compensation Committee considers: •Competitive market data based upon peer group benchmarking; •The experience, skills and competencies of the individual; •The duties and responsibilities of the respective executive; •The ability of the individual to effectively transform our company and culture; and •The individual's ability to achieve superior results. We typically consider adjustments to NEO base salaries on an annual basis as part of our review process, as well as upon a promotion. The following table sets forth information regarding the annualized base salary rates at the end of 2024 and 2025 for our NEOs:

  18. Annual Incentive Plan

    Annual Incentive Plan We require our NEOs to be focused on achievement of the critical, strategic and tactical objectives that lead to annual success. Based on the achievement of pre-established annual goals, at both the operating company and overall DSG combined performance level, NEOs are eligible to earn an incentive under the Annual Incentive Plan ("AIP"). Mr. Lanuza, as CEO of Lawson, and Mr. Knutson, in his dual role as CFO of DSG and CFO of Lawson, participated in the 2025 Lawson AIP ("Lawson AIP"). Additionally, given Mr. Knutson’s duties and responsibilities at both the operating company as well as the DSG/holding company levels, his performance goals and associated incentive compensation opportunity is equally aligned to the Lawson AIP and DSG Enterprise Value. Mr. Connors, as CEO of Gexpro Services, participated in the 2025 Gexpro Services AIP ("Gexpro AIP"). Mr. Litwin, as CEO of TestEquity, was not a participant in the 2025 TestEquity AIP ("TestEquity AIP"); however, he will be an eligible participant in the TestEquity AIP in each calendar year after 2025. Lastly, Mr. King does not receive any compensation from the Company in connection with his roles of Chairman, CEO & President, and therefore did not participate in the AIP. In 2025, the individual objectives of each of our NEOs supported their respective individual areas of responsibility, profitability and long-term strategic goals. For each of our NEOs, the individual objectives were tied to the performance of their respective operating companies measured in terms of Adjusted EBITDA, Adjusted net sales, working capital and DSG enterprise value. 2025 AIP Pursuant to the terms of the 2025 annual incentive plans, each NEO was granted a threshold, target and maximum bonus award opportunity expressed as a percentage of base salary. These bonus award opportunities range from 0% to 150% of the target AIP opportunity for our NEOs, with the exception of the DSG Enterprise Value performance goal which opportunity ranges from 0% to 125% of the target AIP opportunity and the Gexpro Services Strategic Synergies performance goal which opportunity ranges from 0% to 100% of the target AIP opportunity. At the beginning of each year, the Compensation Committee approves the assignment of a threshold, target and maximum objective for each financial performance measure. The target objectives for each performance goal for our NEOs, other than DSG Equity Value, are established based upon the operating company budget approved by the Board. Actual year-end financial results for such measures are compared to plan objectives in order to determine the amount of any AIP bonus. If actual financial results fall between the threshold and target or the target and maximum objectives, payouts are calculated using linear interpolation. Notwithstanding the other provisions of the AIP, the Committee may reduce or eliminate any bonus payable to a NEO based upon the Committee's determination of individual performance or other factors it deems relevant. The Compensation Committee may not increase any bonus payable to a NEO without a special meeting called to review and approve such requests.

  19. AIP Performance Metrics

    AIP Performance Metrics The DSG operating companies, including Lawson, Gexpro Services, and TestEquity, utilized pre-established performance criteria for their respective annual incentive plans that are intended to align executive compensation with their 2025 business objectives. The Adjusted EBITDA, Adjusted Net Sales and Working Capital metrics described below are based on each individual operating company. Compensation Performance Metrics (Lawson Operating Company)

  20. 2025 AIP Target Opportunity & Goal Weighting

    2025 AIP Target Opportunity & Goal Weighting Under the 2025 AIP, target opportunities as a percent of each NEO's salary were set as follows:

  21. 2025 AIP Target Opportunity & Goal Weighting

    | | 2025 AIP Target | | 2025 AIP Goal Weighting | | | | | | | Percent of Base Salary | Amount | Adjusted EBITDA | Adjusted Net Sales | Working Capital | DSG Enterprise Value | Strategic Synergies | | J. Bryan King | —% | $— | —% | —% | —% | —% | —% | | Ronald J. Knutson (1) | 80% | 420,000 | 20% | 20% | 10% | 50% | —% | | Robert H. Connors (2) | 50% | 225,775 | 25% | 20% | 20% | 20% | 15% | | Cesar A. Lanuza (3) | 100% | 600,000 | 35% | 35% | 10% | 20% | —% | | Barry Litwin (4) | —% | $— | —% | —% | —% | —% | —% |

  22. 2025 AIP Target Opportunity & Goal Weighting

    (1) The weighting for Adjusted EBITDA and Adjusted Net Sales is split 10% for Lawson consolidated and 10% for Lawson MRO segment results. (2) The weighting for Adjusted EBITDA, Adjusted Net Sales, Working Capital and Strategic Synergies are based on Gexpro results. (3) The weighting for Adjusted EBITDA and Adjusted Net Sales are split 20% for Lawson consolidated, 10% for Lawson MRO segment and 5% for Canada branch results. (4) Per the terms of his employment agreement, Mr. Litwin was not a participant in the 2025 AIP and received a one-time cash sign on bonus equivalent to his AIP opportunity level at Target, prorated for his 2025 service (subject to repayment by Mr. Litwin in the event of certain termination events within eighteen months of his employment agreement effective date).

  23. Compensation Performance Targets & Payout Percentages

    Compensation Performance Targets & Payout Percentages The DSG operating companies utilized pre-established performance targets for their respective annual incentive plans in excess of 2024 operating company results. The Adjusted EBITDA, Adjusted Net Sales and Working Capital performance targets and annual payout percentages described below are based on each individual operating company. Compensation Performance Targets & Payout Percentages (Lawson Operating Company) The Lawson 2025 AIP financial performance targets, which were set at levels in excess of the actual 2024 Lawson results, and payout percentages were as follows (dollars in thousands):

  24. Compensation Performance Targets & Payout Percentages

    | | | 2025 AIP Performance Targets (Lawson Consolidated) | | | | | Actual Results | Threshold | Target | Maximum | | Adjusted EBITDA | $69,071 | $79,718 | $88,575 | $97,133 | | Payout Percentage | —% | 50% | 100% | 150% | | Adjusted Net Sales | $709,974 | $737,754 | $778,583 | $815,412 | | Payout Percentage | —% | 50% | 100% | 150% | | Working Capital | 23.8% | 24.00% | 23.30% | 22.50% | | Payout Percentage | 58.0% | 50% | 100% | 150% | | DSG Equity Value | (1.2)% | 20.00% | 25.00% | 35.00% | | Payout Percentage | —% | 50% | 100% | 125% |

  25. Compensation Performance Targets & Payout Percentages

    | | | 2025 AIP Performance Targets (Lawson MRO) | | | | | Actual Results | Threshold | Target | Maximum | | Adjusted EBITDA | $52,875 | $58,469 | $64,966 | $71,463 | | Payout Percentage | —% | 50% | 100% | 150% | | Adjusted Net Sales | $482,177 | $486,967 | $512,597 | $538,227 | | Payout Percentage | —% | 50% | 100% | 150% |

  26. Compensation Performance Targets & Payout Percentages

    | | | 2025 AIP Performance Targets (Canada Branch) | | | | | Actual Results | Threshold | Target | Maximum | | Adjusted EBITDA | $16,196 | $21,247 | $23,608 | $25,969 | | Payout Percentage | —% | 50% | 100% | 150% | | Adjusted Net Sales | $227,797 | $250,787 | $267,986 | $277,185 | | Payout Percentage | —% | 50% | 100% | 150% |

  27. Compensation Performance Targets & Payout Percentages

    Compensation Performance Targets & Payout Percentages (Gexpro Services Operating Company) The Gexpro Services 2025 AIP financial performance targets, which were set at levels in excess of the actual 2024 Gexpro Services results, and payout percentages were as follows (dollars in thousands):

  28. Compensation Performance Targets & Payout Percentages

    | | | 2025 AIP Performance Targets | | | | | Actual Results | Threshold | Target | Maximum | | Adjusted EBITDA | $63,861 | $57,288 | $61,600 | $67,760 | | Payout Percentage | 118.4% | 50% | 100% | 150% | | Adjusted Net Sales | $494,554 | $455,715 | $479,700 | $503,685 | | Payout Percentage | 131.0% | 50% | 100% | 150% | | Working Capital | 27.80% | 30.00% | 29.00% | 28.00% | | Payout Percentage | 150.0% | 50% | 100% | 150% | | DSG Equity Value | (1.2)% | 20.00% | 25.00% | 35.00% | | Payout Percentage | —% | 50% | 100% | 125% | | Strategic Synergies | $5.5 | N/A | $4.0 | N/A | | Payout Percentage | 100.0% | N/A | 100% | N/A |

  29. Compensation Performance Targets & Payout Percentages

    Compensation Performance Targets & Payout Percentages (TestEquity Operating Company) The TestEquity 2025 AIP financial performance targets, which were set at levels in excess of the actual 2024 TestEquity results, and payout percentages were as follows (dollars in thousands):

  30. Compensation Performance Targets & Payout Percentages

    | | | 2025 AIP Performance Targets | | | | | Actual Results | Threshold | Target | Maximum | | Adjusted EBITDA | $51,572 | $66,196 | $73,551 | $80,906 | | Payout Percentage | —% | 50.0% | 100.0% | 150.0% | | Adjusted Net Sales | $783,237 | $816,334 | $859,299 | $902,264 | | Payout Percentage | —% | 50.0% | 100.0% | 150.0% | | Working Capital | 22.80% | 24.40% | 23.90% | 23.40% | | Payout Percentage | 150.0% | 50.0% | 100.0% | 150.0% | | DSG Equity Value | (1.2)% | 20.00% | 25.00% | 35.00% | | Payout Percentage | —% | 50.0% | 100.0% | 125% |

  31. 2025 AIP – Performance Results and AIP Bonus Payments

    2025 AIP – Performance Results and AIP Bonus Payments The actual financial results as compared to the performance goals resulted in 2025 AIP payouts equal to 6.6% for Mr. Knutson, 100.1% for Mr. Connors and 16.1% for Mr. Lanuza, and 28.1% of the aggregate target award opportunity for all NEOs, excluding Mr. Litwin. Mr. Litwin did not participate in the 2025 AIP and instead received a one-time cash sign on payment per the terms of his employment agreement. Upon the conclusion of the year, the Board assessed the performance of the NEO team and provided additional incentive payments to recognize certain NEOs' efforts in driving strategic initiatives in 2025. These payments are not included in the table below; however, the information is disclosed in the Summary Compensation Table on page 51.

  32. 2025 AIP – Performance Results and AIP Bonus Payments

    | | 2025 AIP Payout | | | | Target Payout | Actual Payout | | J. Bryan King (1) | $— | $— | | Ronald J. Knutson (2) | 420,000 | 27,587 | | Robert H. Connors | 225,775 | 226,092 | | Cesar A. Lanuza (2) | 600,000 | 96,313 | | Barry Litwin (3) | — | — |

  33. 2025 AIP – Performance Results and AIP Bonus Payments

    (1) Mr. King is not an active participant in the AIP plan and does not accept cash incentives based on performance. (2) The amounts listed above for Messrs. Knutson and Lanuza do not reflect the discretionary payments listed in the SCT on page 51. (3) Mr. Litwin received a one-time cash sign on payment in lieu of his participation in the 2025 AIP per the terms of his employment agreement.

  34. Equity-Based Incentives/Long-Term Incentive Plan ("LTIP")

    Equity-Based Incentives/Long-Term Incentive Plan ("LTIP")

  35. Equity-Based Incentives

    Equity-Based Incentives In 2025, the primary focus of the long-term incentive program continued to focus on equity awards primarily granted in the form of non-qualified stock options that were significantly "out of the money" at grant (i.e., premium priced) and will only realize value in the event of significant appreciation in the Company's stock price. We also continue to utilize RSUs as a means to attract top talent as well as a retention tool as appropriate. Accordingly, all equity awards granted to our NEOs after the strategic combination of DSG were in the form of non-qualified stock option awards, with the exception of an RSU grant to Mr. Knutson in 2023, Mr. Lanuza in 2024 and Mr. Litwin in 2025, as described below Senior executives leading the other operating companies prior to the merger date are entitled to equity-based incentives that are separate and apart from the equity awards described herein and these incentives will not be borne by the Company. Our equity award program is the primary vehicle for offering long-term incentives to our NEOs and other eligible executives. We grant incentive equity awards pursuant to the Distribution Solutions Group, Inc. Equity Compensation Plan, as amended and restated, which was last approved by our stockholders in 2022. As a result, a significant portion of our NEOs’ total compensation is entirely at risk, depending on long-term stock price performance. Mr. Connors' Equity Incentives Prior to the merger of Gexpro Services with the Company in 2022, Gexpro Services was controlled by 301 HW Opus Investors, LLC (“Gexpro Services Stockholder”), a portfolio company and affiliate of LKCM Headwater Investments III, L.P. (“HW3”). In connection with HW3’s acquisition of Gexpro Services in 2020, HW3 entered into an operating agreement for Gexpro Services Stockholder with, among others, members of Gexpro Services’ management team, including Mr. Connors. The operating agreement and other ancillary documents provided for the issuance of equity interests in Gexpro Services Stockholder to members of Gexpro Services’ management, which equity interests were subject to certain time-based and performance-based vesting hurdles. As of the date hereof, Mr. Connors has satisfied all of the time-based vesting hurdles associated with his equity grant. Mr. Connors' equity grant in Gexpro Services Stockholder is also subject to performance-based vesting hurdles, which vesting hurdles have not been satisfied to date. The performance-based vesting hurdles are tied to HW3 achieving certain investment returns based on multiples of invested capital in connection with any liquidity event or similar change-of-control transaction by Gexpro Services Stockholder. As a result of Gexpro Services' merger with the Company, Mr. Connors’ equity incentives are indirectly tied to the value of the Company’s common stock, as Gexpro Services Stockholder’s principal asset is the shares of Company common stock it received in connection with the merger, including the subsequent issuance of shares of Company common stock pursuant to the earnout provisions of the merger agreement. Any amounts ultimately paid by Gexpro Services Stockholder to its members, including HW3 and Mr. Connors, will not be borne by the Company’s stockholders as any such amounts will be paid by Gexpro Services Stockholder in accordance with the terms and provisions of its operating agreement. Mr. Litwin's Equity Incentives Effective as of July 14, 2025, the Board appointed Barry Litwin as Chief Executive Officer of TestEquity. In order to attract Mr. Litwin to TestEquity, a comprehensive compensation plan was developed to attract, retain and align his interests with stockholders. In connection with his initial employment, Mr. Litwin was awarded the following equity award effective August 14, 2025: •270,000 non-qualified stock options pursuant to the Distribution Solutions Group, Inc. Equity Compensation Plan, as amended. The non-qualified stock options were granted as follows: (a) 100,000 of the options have an exercise price of $35.00, (b) 70,000 of the options have an exercise price of $45.00, (c) 50,000 of the options have an exercise price of $55.00 and d) 50,000 of the options have an exercise price of $70.00. One-fifth of each tranche of non-qualified stock options vest and become exercisable on the first, second, third, fourth and fifth anniversaries of the grant date. •70,000 RSUs, which were 25% vested on the date of grant and will vest in 25% increments on each anniversary of the date of grant, subject to repayment of settled RSUs by Mr. Litwin in the event of certain termination events within eighteen months of his employment agreement effective date.

  36. Equity Compensation

    Equity Compensation Mr. King did not receive any equity compensation for his services as President & CEO of the Company because he elected not to receive any form of equity compensation for his services.

  37. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year: •The annual total compensation of the median employee of our Company (other than our CEO) was $68,153; and •As previously discussed, Mr. King does not receive any compensation in connection with his roles of Chairman, President & CEO. Based on this information, for 2025 the pay ratio of the annual total compensation of Mr. King, our CEO, to the annual total compensation of our median employee was 0 to 1. In determining the annual total compensation of our median employee, we took the following steps: (1) We determined that, as of December 31, 2025, our combined workforce included approximately 4,300 individuals, comprised of approximately 1,770 in sales and marketing, approximately 1,860 in operation and distribution and approximately 680 in management and administration. Approximately 1,740 individuals are within Lawson, 1,140 are within TestEquity, 800 are within Gexpro Services, and 630 are within Canada Branch Division. •We selected December 31, 2025, which is within the last three months of 2025, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient manner. (2) To identify the “median employee” from our employee population, we compared the amount of base salary, bonus, paid time off, overtime, 401(k) Plan Company contributions, profit sharing contributions and non-qualified deferred compensation Company contributions, as reflected in our payroll records for 2025. •In making this determination, we annualized the compensation of any full-time employee who was hired in 2025 but did not work for us for the entire fiscal year. Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure. Less than 1% of our employees receive equity awards. (3) We identified our median employee using this total cash compensation measure, which was consistently applied to all our employees included in the calculation. Compensation paid in foreign currencies were converted to US dollars based on the average exchange rate in effect during the 2025 calendar year. (4) Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $68,153. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure.

  38. Pay vs. Performance Table

    Pay vs. Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table ("SCT") in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2021, 2022, 2023, 2024 and 2025 calendar years.

  39. Pay vs. Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year | SCT Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average SCT Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return (3) | DSG Peer Group Total Shareholder Return (3) | Net Income (4) | Adjusted EBITDA (4) | | 2025 | $— | $— | $2,205,981 | $765,917 | $107.6 | $227.3 | $8,345(5) | $175,241(5) | | 2024 | — | — | 1,390,124 | 1,407,286 | 135.1 | 218.7 | (7,332)(5) | 175,257(5) | | 2023 | — | — | 1,990,077 | 4,474,898 | 124.0 | 174.1 | (8,967)(5) | 157,036(5) | | 2022 | 211,021 | 192,805 | 1,904,708 | 2,046,997 | 72.4 | 127.7 | 7,406(6) | 113,858(6) | | 2021 | 1,474,586 | 1,229,865 | 720,115 | 986,948 | 107.6 | 142.9 | (5,052)(7) | 39,417(7) |

  40. Pay vs. Performance Table

    (1) Represents the following PEOs for each year: •2021: Mr. DeCata •2022: Represents Mr. DeCata and his role as PEO through his resignation date effective May 1, 2022. Represents Mr. King who was elected PEO effective May 1, 2022. Mr. King does not receive any compensation in connection with his role. •2023 - 2025: Mr. King (2) Represents the following NEOs for each year: •2021: Messrs. Knutson and McCarthy •2022: Messrs. Knutson and Lanuza •2023: Messrs. Knutson and Lanuza. •2024: Messrs. Knutson, Connors, Frazee and Lanuza. •2025: Messrs. Knutson, Connors, Lanuza and Litwin. (3) The values disclosed in this column represent the measurement period value of an initial investment of $100 in our units and the current DSG Peer Group as of December 31, 2020, and then valued again on each of December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. The returns of each company in the peer group have been weighted to reflect their market capitalization. (4) Net income and Adjusted EBITDA are shown in $000s. (5) DSG consolidated operating results, including the results of acquisition activity subsequent to the date of acquisition. (6) Includes the operating results of TestEquity and Gexpro Services for the full year, as well as the operating results of Lawson subsequent, but not prior to the April 1, 2022 merger date, in accordance with GAAP accounting guidance for reverse acquisitions, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. (7) Includes the combined results of Gexpro Services and TestEquity.

  41. PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation As discussed, Mr. King does not receive any compensation from the Company in his role as President & CEO. As such, there is not a reconciliation to compensation actually paid.

  42. Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

  43. Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    | Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation (1) | SCT Table Total | Deductions from SCT Total (2) | Additions to SCT Total (3) | Compensation Actually Paid to Non-PEO NEOs | | 2025 | $485,602 | $87,498 | $17,070 | $2,205,981 | $1,489,350 | $49,286 | $765,917 |

  44. Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    (1) This column reflects “All Other Compensation” reported in the SCT for each year shown. (2) This column reflects the aggregate grant date fair value of equity-based awards granted each year as reported in the Stock Awards and SPR/Option Awards columns of the SCT for the applicable year, calculated in accordance with FASB ASC Topic 718. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value. (3) This column reflects the value of equity-based awards calculated in accordance with Item 402(v) of Regulation S-K as required pursuant to SEC rules and based on the Company's closing stock price on December 31, 2025 (the last trading day of the year) of $27.39. Compensation actually paid is determined by taking the “Total Compensation” column amount from the SCT for each covered fiscal year and adjusting as follows for our PEO and Non-PEO Named Executive Officers, respectively. No adjustments are provided for Mr. King as PEO since he does not receive any compensation with respect to his service to the Company.

  45. Adjustments to Determine Average Compensation Actually Paid for Non-PEO NEOs

    Adjustments to Determine Average Compensation Actually Paid for Non-PEO NEOs

  46. Adjustments to Determine Average Compensation Actually Paid for Non-PEO NEOs

    | Covered Fiscal Year | 2025 | | Average SCT Total for Non-PEO NEOs | $2,205,981 | | Pension Adjustments (1) | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | — | | Add pension value attributable to covered fiscal year’s “service cost” | — | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | — | | Equity Adjustments (2) | | | Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year | 1,489,350 | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | 446,200 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | — | | Add the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that were outstanding and unvested at the end of the prior year | (295,266) | | Add the change in fair value from the prior year-end to covered year-end for equity awards granted in prior fiscal years that vested during covered fiscal year | (101,648) | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year | — | | Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year | — | | Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | — | | Total Adjustments | $765,917 |

  47. Adjustments to Determine Average Compensation Actually Paid for Non-PEO NEOs

    (1) We do not sponsor or maintain any defined benefit pension plans and therefore, no adjustments were made related to pension value. (2) The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, “Compensation – Stock Compensation.” The assumptions used for the fair value valuations in this table were completed using assumptions that did not differ materially from those assumptions used to determine the grant date fair value of our equity awards reflected in the Summary Compensation Table. In order to properly value the option awards using the Black-Scholes model we use for such grant date fair value, we made appropriate adjustments to the grant date assumptions to reflect changes in the historical and implied stock price volatility, expected life (including remaining vesting periods, remaining expiration periods and option gain levels), dividend yield and risk-free interest rates as of each measurement date. The value of outstanding performance-based awards in the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year. As shown in the tables above, changes in the market price of our granted equity awards following the date of the grant impacts the level of compensation that is actually paid to the NEOs participating in the LTIP. To assist in understanding the changes in value of the equity awards reflected above, the following table reflects the value of one share of our common stock as of each of the following dates. If that date reflects a non-business day, the value reported is the last trading date of the applicable calendar year. As shown, the annual stock price appreciation from year-ending 2024 to 2025 is -20.4% and the 5-year appreciation from year-ending 2020 to 2025 is 7.6%. (1) Stock price reflects the post-Stock Split adjusted price level. (2) Stock price reflects the Lawson year-end stock price prior to the DSG merger date. (3) Stock price reflects the merger date of the operating companies that comprise DSG.

  48. Required Tabular Disclosure of Most Important Measures to Determine FY 2025 CAP

    | Most Important Performance Measures | | Adjusted EBITDA | | Adjusted Net Sales | | Working Capital | | DSG Equity Value |

  49. Relationship between CAP and the Company's and the DSG Peer Group's Cumulative TSR over FY 2021 - 2025

    Relationship between CAP and the Company's and the DSG Peer Group's Cumulative TSR over FY 2021 - 2025

  50. Other NEOs Granted Pay Opportunity, Realizable and Realized Compensation

    Other NEOs Granted Pay Opportunity, Realizable and Realized Compensation The Summary Compensation Table on page 51 reports the grant date fair value of equity awards in accordance with ASC 718 measurement guidance – the “granted pay opportunity.” We believe that understanding the actual value of equity awards granted to our NEOs provides greater insight into the alignment with the Company’s retention and motivation objectives. The chart below illustrates the aggregate realizable and realized compensation for Messrs. Knutson and Lanuza over the three-year performance period, the 2024-2025 realizable and realized compensation for Mr. Connors and the 2025 realizable and realized compensation for Mr. Litwin. Realizable compensation is lower than the granted pay opportunity due to a majority of the granted and outstanding awards consisting of non-qualified stock options that are "out of the money" and will only realize value in the event of further appreciation in the Company's stock price. (1) The 2023-2025 aggregate granted pay opportunity, realizable and realized compensation for Mr. Knutson covers the entire performance cycle, as well as from Mr. Lanuza's hire date of April 4, 2022 through December 31, 2025. The granted pay opportunity for Mr. Connors is based on 2024 and 2025 compensation and the granted pay opportunity for Mr. Litwin is based on 2025 compensation. (2) In the chart above, “Granted Pay Opportunity” equals the sum of the three prior years (i.e., 2023-2025): (i) salary (as reported in the SCT on page 51), (ii) target award opportunity of AIP, and (iii) the grant date fair-value of LTIP awards as reported in the SCT. (3) In the chart above, “Realizable Pay” equals the sum of the three prior years: (i) salary earned, (ii) AIP earned, and (iii) the value of all earned long-term incentive awards for the completed performance cycle, as well as unvested LTIP awards for the ongoing performance cycle. All unvested long-term incentive awards are valued based on our stock price as of December 31, 2025 (the last trading day of the year) of $27.39. (4) In the chart above, “Realized Pay” equals the sum of the three prior years: (i) salary earned, (ii) AIP earned, and (iii) the value of all earned LTIP awards for the completed performance cycle. (5) The chart above does not include the equity incentives granted to Mr. Connors described in the "Equity-Based Incentives/Long-Term Incentive Plan ("LTIP")" section.

  51. Separation and Change-in-Control

    Separation and Change-in-Control Employment and Change-in-Control Agreements Messrs. Lanuza, Litwin, and Knutson have employment agreements with Lawson and TestEquity, respectively, as further described in the "Employment Agreements" section on page 50. Employment and change-in-control contracts help attract executives to work for the Company and its subsidiaries by protecting them from certain risks, such as position elimination in the event of a business reorganization or a change-in-control or sale of the Company or any of its subsidiaries. The executives or their heirs may receive benefits per the terms of their employment agreement in case of the executive's disability or death.

  52. Robert H. Connors

    Robert H. Connors Mr. Connors is employed under an employment agreement dated as of December 30, 2019, as the President and Chief Executive Officer of Gexpro Services. Pursuant to the agreement, Mr. Connors is entitled to receive a base salary of $400,000 per annum and is eligible for future merit increases as appropriate. The base salary may be increased by the Compensation Committee of the Company's Board of Directors. Mr. Connors is employed on an "at will" basis, and his employment may be terminated at any time at the option of Gexpro Services or Mr. Connors, on the terms and subject to the conditions set forth in the agreement. The agreement provides that he is eligible for a base salary and a performance-based annual incentive bonus. In the event Gexpro Services terminates Mr. Connors without Cause or if he terminates his employment for Good Reason (each as defined in the employment agreement), Mr. Connors (or if Mr. Connors dies while employed by the Company and prior to his attainment of age 65, his designated beneficiaries) will receive his then current base salary for one year and coverage under Gexpro Services' health benefit plans for an additional one year following termination, at his or the beneficiaries’ cost. Mr. Connors has agreed not to compete with Gexpro Services, its subsidiaries and other entities in which Gexpro Services and its subsidiaries have an ownership interest during the period of his employment and for a period of twelve months thereafter. Mr. Connors is also a party to an equity incentive operating agreement entered into prior to the date of the Company's merger with Gexpro Services (the "Connors ME Agreement"). An overview of the Connors ME Agreement and the equity interests that Mr. Connors are entitled to are described in the CD&A.

  53. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth the compensation for the last three fiscal years awarded to or earned by individuals who served during 2025 as the Company's CEO and each of the Company's four other most highly compensated executive officers in 2025.

  54. 2025 SUMMARY COMPENSATION TABLE

    | | | | | | | SPR/ | Non-Equity | | | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and Principal | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | | | Position | | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | Total ($) | | J. Bryan King (7) | | 2025 | — | — | — | — | — | — | — | | | Chairman, President and Chief Executive Officer | 2024 | — | — | — | — | — | — | — | | | | 2023 | — | — | — | — | — | — | — | | Ronald J. Knutson | | 2025 | 525,000 | 60,000 | — | — | 27,587 | 23,670 | 636,257 | | | Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 493,125 | 40,000 | — | — | — | 25,110 | 558,235 | | | | 2023 | 470,625 | — | 406,600 | 1,441,350 | 393,446 | 23,848 | 2,735,869 | | Robert H. Connors | | 2025 | 451,254 | — | — | — | 226,092 | 12,200 | 689,546 | | | President and Chief Executive Officer, Gexpro Services | 2024 | 410,769 | 20,500 | — | — | 120,501 | 12,200 | 563,970 | | | | 2023 | — | — | — | — | — | — | — | | Cesar A. Lanuza | | 2025 | 600,000 | 50,000 | — | — | 96,313 | 26,526 | 772,839 | | | President and Chief Executive Officer, Lawson | 2024 | 600,000 | 60,000 | 3,206,000 | — | — | 26,551 | 3,892,551 | | | | 2023 | 600,000 | — | — | — | 614,760 | 29,526 | 1,244,287 | | Barry Litwin | | 2025 | 366,154 | 395,845 | 2,291,800 | 3,665,600 | — | 5,885 | 6,725,284 | | | Chief Executive Officer, TestEquity | 2024 | — | — | — | — | — | — | — | | | | 2023 | — | — | — | — | — | — | — |

  55. 2025 SUMMARY COMPENSATION TABLE

    (1) The amounts listed in this column represent the base salary paid to the NEOs in 2025. (2) The amounts listed represent discretionary bonus payments paid in 2026 to recognize their efforts in driving strategic initiatives in 2025. As agreed to in his Employment Agreement, Mr. Litwin is eligible for a one-time bonus payment of $395,845 in lieu of participation in the 2025 TEG AIP. (3) The amounts reported in this column reflect the aggregate grant date fair value of RSUs awarded under the Distribution Solutions Group, Inc. Equity Compensation Plan, as amended. The grant date fair value of the RSUs has been determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSUs, please see Note 10 to our consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (4) The amounts reported in this column represent the grant date fair value of nonqualified stock options under the Distribution Solutions Group, Inc. Equity Compensation Plan, as amended. The grant date fair value of the options has been determined in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the options, please see Note 10 to our consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (5) Amounts represent AIP bonuses earned (rather than paid) in the respective year. The AIP bonuses awarded in 2025 reported above were paid out in 2026. For a discussion of our AIP, see the subsections of this proxy statement above entitled “Non-Equity (Annual) Incentive Plan ("AIP")”. (6) See All Other Compensation table for details regarding the amounts in this column for 2025. (7) Mr. King does not receive any compensation in connection with his roles of Chairman, President & CEO.

  56. GRANTS OF PLAN BASED AWARDS IN 2025

    GRANTS OF PLAN BASED AWARDS IN 2025

  57. GRANTS OF PLAN BASED AWARDS IN 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Options of Stock (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock ($) | | | Named Executive Officer | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | J. Bryan King (1) | | | | | | | | | | | Ronald J. Knutson | | | | | | | | | | | | 2025 AIP (2) | | 210,000 | 420,000 | 577,500 | | | | | | Robert H. Connors | | | | | | | | | | | | 2025 AIP (2) | | 112,788 | 225,575 | 310,166 | | | | | | Cesar A. Lanuza | | | | | | | | | | | | 2025 AIP (2) | | 300,000 | 600,000 | 870,000 | | | | | | Barry Litwin | | | | | | | | | | | | 2025 Initial Equity Award (3) | 8/14/2025 | | | | | 100,000 | 35.00 | 1,609,000 | | | 2025 Initial Equity Award (3) | 8/14/2025 | | | | | 70,000 | 45.00 | 964,600 | | | 2025 Initial Equity Award (3) | 8/14/2025 | | | | | 50,000 | 55.00 | 598,500 | | | 2025 Initial Equity Award (3) | 8/14/2025 | | | | | 50,000 | 70.00 | 493,500 | | | 2025 Initial Equity Award (4) | 8/14/2025 | | | | 70,000 | | | 2,291,800 |

  58. GRANTS OF PLAN BASED AWARDS IN 2025

    (1) Mr. King is not an active participant in the AIP plan and does not accept cash incentives based on performance. (2) Reflects potential awards under the 2025 AIP. These awards were paid in February 2026 for Lawson and March 2026 for TestEquity and Gexpro Services. (3) Mr. Litwin was awarded an option to purchase 270,000 shares of Company common stock in connection with his employment agreement dated June 26, 2025. The options were granted as follows: (a) 100,000 of the options have an exercise price of $35.00, (b) 70,000 of the options have an exercise price of $45.00, (c) 50,000 of the options have an exercise price of $55.00 and (d) 50,000 of the options have an exercise price of $70.00. One-fifth of each tranche of options vest and became exercisable on the first, second, third, fourth and fifth anniversaries of the grant date. (4) Mr. Litwin was awarded 70,000 RSUs granted on 8/14/25 and in connection with his employment agreement dated June 26, 2025, which were 25% vested on the date of grant and will vest in 25% increments on each anniversary of the date of grant, subject to repayment by Mr. Litwin of settled RSUs in the event of certain termination events within eighteen months of his employment agreement effective date.

  59. Narrative Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table See above for a detailed summary of our “Annual Incentive Plan” and “Equity-Based Incentives/Long-Term Incentive Plan ("LTIP")”, including the general vesting conditions applicable to Mr. Lanuza’s stock option award. For a description of the effect of a termination of employment or change of control on the vesting or exercisability of the NEOs’ incentives, please see “Summary Table of Potential Payments Upon Termination or Change in Control.”

  60. OUTSTANDING EQUITY AWARDS ON DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS ON DECEMBER 31, 2025

  61. OUTSTANDING EQUITY AWARDS ON DECEMBER 31, 2025

    | | Stock Performance Rights and Stock Option Awards (1) | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options/SPRs | | Options/SPR Exercise Price ($) | Options/ SPR Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | Named Executive Officer | Exercisable (#) | Unexercisable (#) | | | | | | J. Bryan King (3) | | | | | | | | Ronald J. Knutson | 10,034 | — | 15.27(4) | 12/31/2026 | | | | | 57,600 | 38,400 | 27.50(5) | 1/27/2033 | | | | | 18,000 | 12,000 | 40.00(5) | 1/27/2033 | | | | | 36,000 | 24,000 | 55.00(5) | 1/27/2033 | | | | | 36,000 | 24,000 | 70.00(5) | 1/27/2033 | | | | | | | (6) | | 8,000 | 219,120 | | Robert H. Connors (3) | | | | | | | | Cesar A. Lanuza | 120,000 | 80,000 | 27.50(7) | 4/12/2032 | | | | | 30,000 | 20,000 | 40.00(7) | 4/12/2032 | | | | | 60,000 | 40,000 | 55.00(7) | 4/12/2032 | | | | | 60,000 | 40,000 | 70.00(7) | 4/12/2032 | | | | | | | (8) | | 80,000 | 2,191,200 | | Barry Litwin | — | 100,000 | 35.00(9) | 8/14/2035 | | | | | — | 70,000 | 45.00(9) | 8/14/2035 | | | | | — | 50,000 | 55.00(9) | 8/14/2035 | | | | | — | 50,000 | 70.00(9) | 8/14/2035 | | | | | | | (10) | | 52,500 | 1,437,975 |

  62. OUTSTANDING EQUITY AWARDS ON DECEMBER 31, 2025

    (1) The data in these columns includes SPR grants, which have similar characteristics to options as they are tied to performance of the Company’s stock price but are settled in cash upon exercise. (2) RSUs are valued at closing stock price at December 31, 2025 (the last trading day of the year) of $27.39. (3) Messrs. King and Connors do not have any outstanding equity awards payable by the Company as of December 31, 2025. (4) Represents the SPRs granted on 3/5/19 as part of the 2019-2021 LTIP, which cliff vest on 12/31/2021 subject to the recipient’s continued employment with the Company. (5) Mr. Knutson was awarded an option to purchase 246,000 shares of Company common stock in connection with his employment agreement dated January 27, 2023. The options were granted as follows: (a) 96,000 of the options have an exercise price of $27.50, (b) 30,000 of the options have an exercise price of $40.00, (c) 60,000 of the options have an exercise price of $55.00 and (d) 60,000 of the options have an exercise price of $70.00. One-fifth of each tranche of options vest and became exercisable on the first, second, third, fourth and fifth anniversaries of the grant date. (6) Represents the RSUs granted on 1/27/23 as part of Mr. Knutson's employment agreement, which vest in one-fifth increments on the following dates: 1/27/2024, 4/1/2024, 4/1/2025, 4/1/2026 and 4/1/2027. (7) Mr. Lanuza was awarded an option to purchase 450,000 shares of Company common stock in connection with his employment agreement dated April 4, 2022. The options were granted as follows: (a) 200,000 of the options have an exercise price of $27.50, (b) 50,000 of the options have an exercise price of $40.00, (c) 100,000 of the options have an exercise price of $55.00 and (d) 100,000 of the options have an exercise price of $70.00. One-fifth of each tranche of options vest and became exercisable on the first, second, third, fourth and fifth anniversaries of the grant date. (8) Represents the RSUs granted on 6/3/24 to Mr. Lanuza, which vest annually in one-fifth increments starting on the first anniversary date of the grant. (9) Mr. Litwin was awarded an option to purchase 270,000 shares of Company common stock in connection with his employment agreement dated June 26, 2025. The options were granted as follows: (a) 100,000 of the options have an exercise price of $35.00, (b) 70,000 of the options have an exercise price of $45.00, (c) 50,000 of the options have an exercise price of $55.00 and (d) 50,000 of the options have an exercise price of $70.00. One-fifth of each tranche of options vest and became exercisable on the first, second, third, fourth and fifth anniversaries of the grant date. (10) Represents the RSUs granted on 8/13/25 to Mr. Litwin in connection with his employment agreement dated June 26, 2025, which were 25% vested on the date of grant and will vest in 25% increments on each anniversary of the date of grant, subject to repayment by Mr. Litwin of settled RSUs in the event of certain termination events within eighteen months of his employment agreement effective date..

  63. SPR/OPTION EXERCISES AND STOCK VESTED IN 2025

    SPR/OPTION EXERCISES AND STOCK VESTED IN 2025 The following table represents the number of SPRs exercised in 2025, as well as the number of shares acquired in 2025.

  64. SPR/OPTION EXERCISES AND STOCK VESTED IN 2025

    | | SPR Awards | | Stock Awards | | | Named Executive Officer | Number of shares acquired on vesting (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (2) | | J. Bryan King | — | — | — | — | | Ronald J. Knutson | 17,484 | 365,590 | 4,000 | 112,600 | | Robert H. Connors | — | — | — | — | | Cesar A. Lanuza | — | — | — | — | | Barry Litwin | — | — | 17,500 | 572,950 |

  65. SPR/OPTION EXERCISES AND STOCK VESTED IN 2025

    (1) Represents the aggregate dollar value realized upon exercise of SPRs (2) Represents the aggregate dollar value realized upon vesting of 4,000 restricted stock awards related to Mr. Knutson's January 27, 2023 award agreement vesting on April 1, 2025 and 17,500 restricted stock awards related to Mr. Litwin's August 14, 2025 award agreement vesting on August 14, 2025 respectively.

  66. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION Under the Lawson executive deferral plan, certain executives, including the Lawson NEOs, may defer portions of their base salary, bonus, and LTIP award amounts. Deferral elections are made by eligible executives by the end of the year proceeding the plan year for which the election is made. A Lawson executive may defer a minimum of $2,000 aggregate of base salary, bonus and/or LTIP award. The maximum deferral amount for any plan year is 80% of base salary, 100% of bonus and 100% of LTIP amounts. Lawson also makes a contribution to the 2004 Deferral Plan equal to the amount the executives, including NEOs, would have received under the applicable tax-qualified 401(k) plan, but for Internal Revenue Code limits. The investment options available to an executive include funds generally similar to or as available through its qualified retirement plan. Lawson does not provide for any above market return for participants in the 2004 Executive Deferral Plan. A Lawson executive may elect to receive distributions under three scenarios, receiving benefits in either a lump sum or in annual installments up to five years in the event of termination and up to fifteen years in the event of death or disability. Upon demonstrating an unforeseeable financial emergency and receipt of approval from the Compensation Committee, a Lawson executive may interrupt deferral or be allowed to access funds in his deferred compensation account.

  67. NON-QUALIFIED DEFERRED COMPENSATION

    | Named Executive Officer | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(3) | | J. Bryan King | — | — | — | — | — | | Ronald J. Knutson | — | 7,000 | (236,735) | — | 2,957,420 | | Robert H. Connors | — | — | — | — | — | | Cesar A. Lanuza | — | 10,000 | 1,113 | — | 40,747 | | Barry Litwin | — | — | — | — | — |

  68. NON-QUALIFIED DEFERRED COMPENSATION

    (1) Represents contributions in 2026 pertaining to 2025 earnings. (2) Represents profit sharing and 401(k) contributions in excess of the 2025 IRS annual compensation limit of $350,000. (3) Amounts reported at the beginning of the fiscal year were $0, $3,187,155, $0, 29,634 and $0 Messrs. King, Knutson, Connors, Lanuza and Litwin.

  69. SUMMARY TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    SUMMARY TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The following table outlines potential payments to our NEOs under existing contracts, agreements, plans or arrangements for various scenarios under termination or a CIC, assuming a December 31, 2025 termination date and the closing price of our common stock of $27.39 on that date. The termination benefits are further described in the foregoing Compensation Agreements section. Payments to Messrs. Knutson, Lanuza and Litwin may be reduced if it would result in the imposition of an excise tax under Code Section 280G and the reduction would result in the NEO receiving a greater amount net of tax payment. The actual amounts payable can only be calculated at the time of the event. This table only reflects amounts with respect to contracts and agreements that are beyond those benefits generally available to all salaried employees. In addition, upon termination, payments due to executives include distribution of any balance in the Lawson deferred compensation plan, any accrued and unpaid vacation and all other benefits that have been accrued but not yet paid. In order for the NEOs to receive the acceleration of benefits listed below upon a CIC, termination of employment is required within a designated time period after the occurrence of a CIC. This approach is commonly referred to as a "double trigger" acceleration upon a CIC.

  70. SUMMARY TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Named Executive Officer | | Termination After a Change of Control | Termination Without Cause by DSG | | Voluntary Termination for Good Reason by Executive | | Death | | Disability | | J. Bryan King (1) | | | | | | | | | | | Ronald J. Knutson (2)(3) | | | | | | | | | | | | Base Salary | $1,050,000 | $1,050,000 | | $1,050,000 | | $1,050,000 | | $1,050,000 | | | Annual Incentive Plan | — | — | | — | | — | | — | | | 2023 RSUs (4) | 219,120 | 219,120 | | 219,120 | | 219,120 | | 219,120 | | | 2023 Options (5) | — | — | | — | | — | | — | | | Medical Benefits | 34,548 | 34,548 | | 34,548 | | 34,548 | | 34,548 | | | Cutback Deduction (6) | — | — | | — | | — | | — | | | Total | $1,303,668 | $1,303,668 | | $1,303,668 | | $1,303,668 | | $1,303,668 | | Robert H. Connors (7) | | | | | | | | | | | | Base Salary | $455,400 | $455,400 | | $455,400 | | $— | | $— | | | Annual Incentive Plan | — | — | | — | | — | | — | | | Medical Benefits | — | — | | — | | — | | — | | | Cutback Deduction | — | — | | — | | — | | — | | | Total | $455,400 | $455,400 | | $455,400 | | $— | | $— | | Cesar A. Lanuza (2)(8) | | | | | | | | | | | | Base Salary | $1,200,000 | $1,200,000 | | $1,200,000 | | $— | | $— | | | Annual Incentive Plan | — | — | | — | | — | | — | | | 2023 Options (5) | — | — | | — | | — | | — | | | 2024 RSUs (4) | 2,191,200 | 369,852 | | — | | 369,852 | | 369,852 | | | Medical Benefits | 49,562 | 49,562 | | 49,562 | | — | | — | | | Cutback Deduction (6) | — | — | | — | | — | | — | | | Total | $3,440,762 | $1,619,414 | | $1,249,562 | | $369,852 | | $369,852 | | Barry Litwin (9) | | | | | | | | | | | | Base Salary | $850,000 | $850,000 | 0 | $850,000 | 0 | $— | 0 | $— | | | Annual Incentive Plan | 850,000 | 850,000 | | 850,000 | | — | | — | | | 2025 RSUs (4) | 1,437,975 | 183,348 | | 183,348 | | 183,348 | | 183,348 | | | 2025 Options (5) | | | | | | | | | | | Medical Benefits | 0 | 0 | 0 | 0 | 0 | — | 0 | — | | | Cutback Deduction | — | — | | — | | — | | — | | | Total | $3,137,975 | $1,883,348 | | $1,883,348 | | $183,348 | | $183,348 |

  71. SUMMARY TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (1) Mr. King does not receive any compensation in connection with his roles of Chairman, President & CEO. (2) Termination payment does not include the payouts of deferred compensation of $2,957,420 and $40,747 due to Messrs. Knutson and Lanuza, respectively. These amounts are discussed above under the caption “Nonqualified Deferred Compensation”. (3) Pursuant to Mr. Knutson's employment agreement, severance includes two (2) times his 2025 salary, full acceleration of outstanding equity, and two (2) years of benefits continuance. (4) The value of accelerated RSUs are based on the Company's stock price as of December 31, 2025 ($27.39). (5) Calculated as the number of unvested options multiplied by the spread between the Company's stock price as of December 31, 2025 ($27.39) and the exercise prices of the outstanding awards. (6) Pursuant to the "better of" net payment terms upon a CIC in their respective employment agreements, Messrs. Knutson, Lanuza and Litwin would receive a full payment net of all taxes without a cut-back to preclude Sec. 4999 excise taxes. (7) Pursuant to Mr. Connors' employment agreement, severance includes one (1) times his 2025 salary and one (1) year of benefits continuance. (8) Pursuant to Mr. Lanuza's employment agreement, severance includes one (1) times his 2025 salary, full acceleration of outstanding equity, and one (1) years of benefits continuance. (9) Pursuant to Mr. Litwin's employment agreement, severance includes one (1) times his 2025 salary, full acceleration of outstanding equity, and one (1) years of benefits continuance.

  72. DIRECTOR COMPENSATION IN 2025

    DIRECTOR COMPENSATION IN 2025

  73. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing director compensation and making adjustments to the structure when necessary to reflect material changes to the complexity of the Company. The Company's non-employee directors are eligible to receive an annual cash retainer of $75,000 (paid on a quarterly basis) for participating in the Board and Board committee meetings. Our non-employee directors also received a regular cycle annual RSU grant with a grant date fair value of $125,000 that cliff-vests upon the one-year anniversary of the date of grant. Directors' travel expenses for attending meetings are reimbursed by the Company. The Compensation Committee meets annually to review and approve director compensation. Director fees are pro-rated for periods of service less than a full year. The independent Lead Director and the Chairpersons of the respective Board committees are also eligible for cash retainers as follows:

  74. Director Compensation

    | Committee Chairperson | Additional Cash Retainer ($) | | Independent Lead Director | 50,000 | | Audit | 25,000 | | Compensation | 20,000 | | Nominating and Corporate Governance | 10,000 |

  75. Director Compensation

    The members of the respective Board committees are also eligible for the additional cash retainers as follows:

  76. Director Compensation

    | Committee Member | Additional Cash Retainer ($) | | Audit | 10,000 | | Compensation | 7,500 | | Nominating and Corporate Governance | 5,000 |

  77. Director Compensation Table

    Director Compensation Table The following table shows compensation earned in 2025 by non-employee directors.

  78. Director Compensation Table

    | Director | 2025 Fees Earned or Paid in Cash ($) | 2025 Stock Awards ($) (1) | 2025 Total ($) | | I. Steven Edelson | 87,500 | 125,000 | 212,500 | | Lee S. Hillman | 158,750 | 125,000 | 283,750 | | J. Bryan King (2) | — | — | — | | Mark F. Moon | 90,000 | 125,000 | 215,000 | | Bianca A. Rhodes | 101,250 | 125,000 | 226,250 | | M. Bradley Wallace (3) | — | — | — | | Robert S. Zamarripa | 92,500 | 125,000 | 217,500 |

  79. Director Compensation Table

    (1) Represents the grant date fair value of the RSUs under the Distribution Solutions Group, Inc. Equity Compensation Plan, as amended, for 2025 board service. The grant date fair value of the RSUs has been determined in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSUs, please see Note 10 to our consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, each of our non-employee directors held 4,630 unvested RSUs, with the exception of J. Bryan King and M. Bradley Wallace, who did not receive any RSUs for their 2025 board service. (2) J. Bryan King waived his right to the regular cycle annual RSU grant for 2025, as well as any director fees for 2025. (3) M. Bradley Wallace waived his right to the regular cycle annual RSU grant for 2025, as well as any director fees for 2025.