Distribution Solutions Group, Inc. · NASDAQ:DSGR
Distribution Solutions — Debt Investor Presentation (October 2026)
45 slides from Distribution Solutions's debt investor presentation, Oct 5, 2026
Slide 1: Investor Presentation
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. Investor Presentation October 5, 2026 NASDAQ: DSGR STRICTLY PRIVATE AND CONFIDENTIAL
Slide 2: Disclaimers
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Disclaimers By accepting this presentation, the recipient agrees (in addition to any obligations it may have under any confidentiality agreement) that neither
Slide 3: Today's Agenda and Presenters
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Today’s Agenda and Presenters 1 Transaction Overview 2 LKCM Headwater Investments Overview 3 Distribution Solutions Group Overview 4 Investment Highlights 5 H
Slide 4: Transaction Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. Transaction Overview
Slide 5: Executive Summary
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Executive Summary ⚫ Distribution Solutions Group, Inc. (“DSG” or the “Company”) is a best-in-class global specialty distribution company providing high-touch,
Slide 6: Transaction Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Transaction Overview SOURCES AND USES Sources ($M) Uses ($M) New Senior Notes due 2032 $700 DSG Share Acquisition consideration $358 New LKCM equity 140 Repay
Slide 7: LKCM Headwater Investments Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. LKCM Headwater Investments Overview
Slide 8: LKCM Headwater Investments Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL LKCM Headwater Investments Overview Premier Franchise Across the Distribution Sector LUTHER KING CAPITAL MANAGEMENT OVERVIEW ⚫ Private, employee-owned SEC-reg
Slide 9: LKCM Headwater Take-Private Investment Thesis for DSG
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL LKCM Headwater Take-Private Investment Thesis for DSG ⚫ As a long-term investor in the Company (first invested in 2013), LKCM has been instrumental in driving
Slide 10: Distribution Solutions Group Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. Distribution Solutions Group Overview
Slide 11: Leading Specialty Industrial Distribution Platform
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Leading Specialty Industrial Distribution Platform MRO Focus OEM Focus Industrial Technologies Focus Vendor Managed Inventory (“VMI”) Focus Canadian Branch Fo
Slide 12: Full Suite of Complementary Product and Service Offerings Across Segments
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Full Suite of Complementary Product and Service Offerings Across Segments Electronic Test & Electronics Assembly Chemicals Electrical Fasteners Hydraulics Har
Slide 13: Differentiated Value-Added Capabilities Drive DSG's Sustainable Value Proposition
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Differentiated Value-Added Capabilities Drive DSG’s Sustainable Value Proposition FULL SET OF VALUE-ADDED SERVICE OFFERINGS EMBEDS DSG WITH ITS CUSTOMERS l Ve
Slide 14: DSG's Businesses Work Together to Deliver Solutions
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL DSG’s Businesses Work Together to Deliver Solutions The “Power of Three”: Aerospace Production Plant Case Study 1 Hydraulics 2 Chemicals A 3 Fasteners A Main
Slide 15: DSG Delivers a Unique and Attractive Specialty Distribution Platform
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL DSG Delivers a Unique and Attractive Specialty Distribution Platform STRONG, STICKY ROLE SIGNIFICANT DUAL PRONGED ATTRACTIVE, IN THE VALUE CHAIN CUSTOMER, SUP
Slide 16: Highly Diverse Platform Across End Markets, Customers and Suppliers
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Highly Diverse Platform Across End Markets, Customers and Suppliers END MARKETS CUSTOMER BASE SUPPLIER BASE Top 1 Top 1 Other 5% Top 2-5 4% 19% Top 2-5 Indust
Slide 17: Disciplined Acquisition Strategy to Drive Accretive M&A
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL DSG Has a Disciplined Acquisition Strategy to Drive Accretive M&A… ACQUISITION CRITERIA 1 2 3 4 5 Synergistic across the platform Unique, sticky customer valu
Slide 18: Proven Track Record of Successfully Executing Strategic Acquisitions
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL …And a Proven Track Record of Successfully Executing Strategic Acquisitions… …And a Proven Track Record of Successfully Executing Strategic Acquisitions… Segm
Slide 19: With Actionable, Platform-Enhancing Acquisitions
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL …With Actionable, Platform-Enhancing Acquisitions September 1 closure of American Fasteners Acquisition and in Discussions With 6 DEEP UNIVERSE OF ACQUISITION
Slide 20: Investment Highlights
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. Investment Highlights
Slide 21: Attractive Take-Private Opportunity with a Compelling Credit Story
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Attractive Take-Private Opportunity with a Compelling Credit Story 1 Best-in-Class Management Team with Proven Track Record and Clear Vision for Value Creatio
Slide 22: Best-in-Class Management Team with Proven Track Record
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. 1 Best-in-Class Management Team with Proven Track Record and Clear Vision CONFIDENTIAL for Value Creation J. Bryan King Ron Knutson DSG Chairman & CEO EVP & CFO LKCM HW Ma
Slide 23: Diversified Exposure to Attractive End Markets Supported by Secular Tailwinds
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL 2 Diversified Exposure to Attractive End Markets Supported by Secular Tailwinds DSG IS WELL-POSITIONED TO BENEFIT KEY END MARKETS GROWTH DRIVERS COMPETITIVE S
Slide 24: Differentiated Multi-Platform Strategy with Sustainable Competitive Moat
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. 3 Differentiated Multi-Platform Strategy with Sustainable Competitive Moat, CONFIDENTIAL Creating a True “One-Stop-Shop” Platform for Customers while Driving Up-Time ⚫ DSG
Slide 25: Mission-Critical Partner to Customers and Suppliers Across the Value Chain
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. 4 Mission-Critical Partner to Customers and Suppliers Across All Aspects of the CONFIDENTIAL Value Chain FULL VALUE CHAIN AND DSG SERVES A CRITICAL ROLE, CONNECTING SUPPLI
Slide 26: Broad End Market Exposure Across OEM and MRO Applications
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. 5 Broad End Market Exposure Across OEM and MRO Applications, Embedded CONFIDENTIAL within Customer Workflows, Underpins Durable, Recurring Demand COMPREHENSIVE MRO PRODUCT
Slide 27: Attractive Financial Profile and Disciplined Approach to Capital Allocation
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. 6 Attractive Financial Profile and Disciplined Approach to Capital Allocation, CONFIDENTIAL with a Strong Balance Sheet and Free Cash Flow Generation ATTRACTIVE FINANCIAL
Slide 28: Historical Financial Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. Historical Financial Overview
Slide 29: Recent Financial Performance Update
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Recent Financial Performance Update ($M) REVENUE COMMENTARY +7% $1,054 ⚫ Revenue growth driven by organic sales growth of 10.2% and $4.1M of incremental reven
Slide 30: Historical Operating Trends
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Historical Operating Trends ($M) REVENUE1 GROSS PROFIT Lawson Gexpro Services TestEquity Canada Branch Lawson Gexpro Services TestEquity Canada Branch $1,980
Slide 31: Estimated Q3 2026 Performance
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Estimated Q3 2026 Performance REVENUE ($M) ADJUSTED EBITDA¹ ($M) ADJUSTED EBITDA MARGIN¹ Δ Δ Δ Segment 3Q’26 3Q’25 3Q’26 vs. 3Q’25 2Q’26 3Q’26 3Q’25 3Q’26 vs.
Slide 32: Financial Policy
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Financial Policy Balanced growth strategy governed by leverage discipline, free cash flow generation, and liquidity protection ORGANIC GROWTH + ⚫ Fund value-a
Slide 33: Appendix
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. Appendix
Slide 34: MRO Focus: Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL MRO Focus: Overview Business Unit Snapshot Products ⚫ Fasteners ⚫ Hydraulics MRO Focus 35% of Revenue ⚫ Chemicals ⚫ Other broad offerings and C-Parts (TTM $71
Slide 35: OEM Focus: Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL OEM Focus: Overview Business Unit Snapshot Comprehensive Supply Chain Solutions Competitors MRO Focus OEM Focus 25% of Revenue (TTM $508M) Vendor Managed Kitt
Slide 36: Industrial Technologies Focus: Overview
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Industrial Technologies Focus: Overview Business Unit Snapshot MRO Focus Current Strategic Initiatives Competitors ⚫ New high-energy leadership, reworking go-
Slide 37: GAAP to Non-GAAP Reconciliations
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL GAAP to Non-GAAP Reconciliations Adjusted EBITDA and Pro Forma Adjusted EBITDA Reconciliations ($M) For the Twelve Months Ended For the Six Months Ended For t
Slide 38: GAAP to Non-GAAP Reconciliations (Cont'd)
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Segment Adjusted EBITDA Reconciliations ($M) For the Twelve Months Ended December 31, 2025 Lawson Gexpro Services Te
Slide 39: GAAP to Non-GAAP Reconciliations (Cont'd)
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Segment Adjusted EBITDA Reconciliations ($M) For the Six Months Ended June 30, 2026 Lawson Gexpro Services TestEquit
Slide 40: GAAP to Non-GAAP Reconciliations (Cont'd)
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Net Working Capital and Free Cash Flow Reconciliations ($M) December 31, 2023 December 31, 2024 December 31, 2025 Ju
Slide 41: GAAP to Non-GAAP Reconciliations (Cont'd)
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Total Net Leverage Ratio Reconciliation ($M) December 31, 2023 December 31, 2024 December 31, 2025 June 30, 2026 TTM
Slide 42: GAAP to Non-GAAP Reconciliations (Cont'd)
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Pre-Merger Adjusted Revenue and Adjusted EBITDA ($M) For the Twelve Months Ended December 31, 2021 GAAP Reported Rev
Slide 43: GAAP to Non-GAAP Reconciliations (Cont'd)
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont'd) Estimated Q3 2026 and Q3 2025 Adjusted EBITDA Reconciliations ($M) Estimated for the Three Months Ended September 30
Slide 44: Table Footnotes
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. CONFIDENTIAL Table Footnotes 1 1. Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company's stock price 2 2. Includes severanc
Slide 45: These materials are not to be printed, downloaded or distributed. These materials are only
These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons. 45 38
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