Distribution Solutions Group, Inc. · NASDAQ:DSGR
Distribution Solutions — Investor Presentation (September 2026)
44 slides from Distribution Solutions's investor presentation, September 2026
Slide 1: Investor Education Presentation
Investor Education Presentation September 2026 NASDAQ: DSGR STRICTLY PRIVATE AND CONFIDENTIAL
Slide 2: Disclaimers
CONFIDENTIAL Disclaimers This presentation has been prepared by or on behalf of Distribution Solutions Group, Inc. (together with its subsidiaries, the “Company” or “DSG”) to assist interested parties in making their own evaluation of the Company and does not purport to be all-inclusive or to contai
Slide 3: Disclaimers (Cont’d)
CONFIDENTIAL Disclaimers (Cont’d) PARTICIPANTS IN THE SOLICITATION The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Merger.
Slide 4: Disclaimers (Cont’d)
CONFIDENTIAL Disclaimers (Cont’d) CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the
Slide 5: Today’s Presenters
CONFIDENTIAL Today’s Presenters J. BRYAN KING RON KNUTSON Chairman and Chief Executive Officer, DSG Executive Vice President and Managing Partner, LKCM Headwater Chief Financial Officer 5
Slide 6: Agenda
CONFIDENTIAL Agenda 1 LKCM Headwater Investments Overview 2 Distribution Solutions Group Overview 3 Investment Highlights 4 Historical Financial Overview 5 Appendix
Slide 7: LKCM Headwater Investments Overview
LKCM Headwater Investments Overview
Slide 8: LKCM Headwater Investments Overview
CONFIDENTIAL LKCM Headwater Investments Overview Premier Franchise Across the Distribution Sector LUTHER KING CAPITAL MANAGEMENT (“LKCM”) OVERVIEW ⚫ Private, employee-owned SEC-registered investment advisor Current Unrealized Fully Realized ⚫ Founded in 1979 and currently has 112 employees, includin
Slide 9: LKCM Headwater Take-Private Investment Thesis for DSG
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 the Company's evolution into a leading specialty distribution platform that provides high-touch, value-added distribution soluti
Slide 10: Distribution Solutions Group Overview
Distribution Solutions Group Overview
Slide 11: Leading Specialty Industrial Distribution Platform
CONFIDENTIAL Leading Specialty Industrial Distribution Platform MRO Focus OEM Focus Industrial Technologies Focus Vendor Managed Inventory ("VMI") Focus Canadian Branch Focus Leading managed inventory services Leading wholesale distributor of Leading global supply chain services Leading supplier of
Slide 12: Full Suite of Complementary Product and Service Offerings Across Segments
CONFIDENTIAL Full Suite of Complementary Product and Service Offerings Across Segments Electronic Test & Electronic Assembly Chemicals Electrical Fasteners Hydraulics Hardware Fabrications Electrical Mechanicals Measurement Instrumentation Products SELECT PRODUCTS High-touch, service-led model driv
Slide 13: Differentiated Value-Added Capabilities Drive DSG’s Sustainable Value Proposition
CONFIDENTIAL Differentiated Value-Added Capabilities Drive DSG’s Sustainable Value Proposition FULL SET OF VALUE-ADDED SERVICE OFFERINGS EMBED DSG WITH ITS CUSTOMERS l Vendor Managed Inventory Customized Supply Chain Solutions Kitting / Labeling / Packaging Fabrication / Repair / Service On-site phy
Slide 14: DSG’s Businesses Work Together to Deliver Solutions
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 Assembly 1 3 4 Fabrications 2 5 Hardware 4 6 Electrical 6 5 1 Environmental Chambers B C D B R&D Lab 2 Oscilloscopes 3 Electrical
Slide 15: DSG Delivers a Unique and Attractive Specialty Distribution Platform
CONFIDENTIAL DSG Delivers a Unique and Attractive Specialty Distribution Platform STRONG, STICKY ROLE SIGNIFICANT DUAL PRONGED ATTRACTIVE, IN THE VALUE CHAIN CUSTOMER, SUPPLIER & END GROWTH STRATEGY ACCRETIVE RETURNS ON MARKET DIVERSITY INCREMENTAL CAPITAL Secular Tailwinds in End Markets Customer-E
Slide 16: Highly Diverse Platform Across End Markets, Customers and Suppliers
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 Industrial1 5% 9% Government & 22% Top 6-10 Military 4% Top 6-10 2% 6% Energy & Power 2% Medical All Others All Others Auto & 86% 81% 3
Slide 17: Disciplined Acquisition Strategy To Drive Accretive M&A
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 value Strong organic growth and potential Clear integration thesis to unlock while driving higher structural Prioritizing North Ameri
Slide 18: Proven Track Record of Successfully Executing Strategic Acquisitions
CONFIDENTIAL …And a Proven Track Record of Successfully Executing Strategic Acquisitions… …And a Proven Track Record of Successfully Executing Strategic Acquisitions… Segments alignment Company Focus Strategic Rationale ⚫ Leading global renewables supplier within the OEM segment OEM ⚫ Opened new str
Slide 19: With Actionable, Platform-Enhancing Acquisitions
CONFIDENTIAL …With Actionable, Platform-Enhancing Acquisitions September 1 closure of American Fasteners Acquisition and in DEEP UNIVERSE OF ACQUISITION OPPORTUNITIES: Discussions With 6 Accretive Acquisition Targets ⚫ DSG completed the acquisition of American Fasteners Corporation (“AFC”) on Septem
Slide 20: Investment Highlights
DSG .- eo DISTRIBUTION “@ SOLUTIONS GROUP Investment Highlights
Slide 21: Attractive Take-Private Opportunity with a Compelling Credit Story
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 creation 2 Diversified exposure to large addressable markets with strong secular tailwinds driving continued growth Differentiated multi
Slide 22: Best-in-Class Management Team with Proven Track Record
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 Managing Partner DSG ⚫ Joined DSG Board in 2017 and as ⚫ Joined DSG in 2009 CEO in 2022 Dedicated LKCM Headwater team ⚫ 40+ years o
Slide 23: Diversified Exposure to Attractive End Markets Supported by Secular Tailwinds
CONFIDENTIAL 2 Diversified Exposure to Attractive End Markets Supported by Secular Tailwinds DSG IS WELL-POSITIONED TO BENEFIT KEY END MARKETS GROWTH DRIVERS COMPETITIVE STRENGTHS FROM KEY GROWTH TRENDS ● Reshoring and manufacturing localization ✓ Lower total cost of ownership ✓ Secular tailwinds in
Slide 24: Differentiated Multi-Platform Strategy with Sustainable Competitive Moat
3 Differentiated Multi-Platform Strategy with Sustainable Competitive Moat, CONFIDENTIAL Creating True “One-Stop Shop” Platform for Customers while Driving Up-Time ⚫ DSG’s complementary segments create a “one-stop-shop” platform, driving 95% customer revenue retention1 ⚫ DSG covers the entire produc
Slide 25: Mission-Critical Partner to Customers and Suppliers Across the Value Chain
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 SUPPLIERS TO CUSTOMERS AND CREATING CUSTOMER LIFECYCLE SUPPORT SIGNIFICANT VALUE PARTNER OF CHOICE FOR 10,800+ LEADING SUPPLIERS Design
Slide 26: Broad End Market Exposure Underpins Durable, Recurring Demand
5 Broad End Market Exposure Across OEM and MRO Applications, Embedded CONFIDENTIAL within Customer Workflows, Underpins Durable, Recurring Demand COMPREHENSIVE MRO PRODUCT & SERVICE OFFERINGS… STRATEGIC SOLUTIONS FOR OEMS DRIVING DURABLE, RECURRING REVENUE PRODUCTS SERVICES Structural Stability thro
Slide 27: Attractive Financial Profile and Disciplined Approach to Capital Allocation
6 Attractive Financial Profile and Disciplined Approach to Capital Allocation, CONFIDENTIAL with a Strong Balance Sheet and Free Cash Flow Generation ATTRACTIVE FINANCIAL PROFILE HISTORICAL ADJUSTED EBITDA1 EVOLUTION ($M) ’21-’22: High growth Stability through weak industrial environment… Return to
Slide 28: Historical Financial Overview
Historical Financial Overview
Slide 29: Recent Financial Performance Update
CONFIDENTIAL Recent Financial Performance Update ($M) REVENUE COMMENTARY +7% $1,054 ⚫ Revenue growth driven by organic sales growth of 10.2% and $4.1M of incremental revenue $980 +11% from the Eastern Valve acquisition closed in the 1Q26 $502 $558 ⚫ Sequentially, organic sales grew 12.4% over 1Q26 w
Slide 30: Historical Operating Trends
CONFIDENTIAL Historical Operating Trends ($M) REVENUE1 GROSS PROFIT Lawson Gexpro Services TestEquity Group Canadian Branch Lawson Gexpro Services TestEquity Group Canadian Branch $1,980 $2,053 $1,804 $230 $662 $671 $1,570 $221 $614 $125 $552 $74 $76 $56 $42 $783 $833 $23 $170 $182 $642 $771 $142 $1
Slide 31: Financial Policy
CONFIDENTIAL Financial Policy Balanced growth strategy governed by leverage discipline, free cash flow generation, and liquidity protection ORGANIC GROWTH + ⚫ Fund value-accretive initiatives that strengthen the core franchise and drive productivity across product, tools/automation, service/support,
Slide 32: Appendix
DSG .- eo DISTRIBUTION “@ SOLUTIONS GROUP Appendix
Slide 33: MRO Focus: Overview
CONFIDENTIAL MRO Focus: Overview Business Unit Snapshot Products ⚫ Fasteners ⚫ Hydraulics MRO Focus 35% of Revenue ⚫ Chemicals ⚫ Other broad offerings and C-Parts (TTM $715M)1 ⚫ Cutting tools ⚫ Safety OEM Focus Services ⚫ Managed inventory ⚫ Product recommendations ⚫ Industrial vending ⚫ Application
Slide 34: OEM Focus: Overview
CONFIDENTIAL OEM Focus: Overview Business Unit Snapshot Comprehensive Supply Chain Solutions Competitors MRO Focus OEM Focus 25% of Revenue (TTM $508M) Vendor Managed Kitting & Inventory (VMI) Aftermarket / Technology Assembly Installation Industrial Technologies Focus Diverse End Markets Renewables
Slide 35: Industrial Technologies Focus: Overview
CONFIDENTIAL Industrial Technologies Focus: Overview Business Unit Snapshot MRO Focus Current Strategic Initiatives Competitors ⚫ New high-energy leadership, reworking go-to-market strategy OEM Focus ⚫ Enhance value proposition across 3 core categories: Design & Test, Build & Assembly, Maintain & Re
Slide 36: Current Capitalization
CONFIDENTIAL Current Capitalization ($M) xPro Forma As of June 30, 2026 Adjusted EBITDA Cash & cash equivalents $67 $400M Revolving Credit Facility due 2030 50 Term Loan A due 2030 683 Resolux Revolver 1 Total Debt $734 3.8x Net Debt1 $667 3.4x TTM 6/30/2026 Pro Forma Adjusted EBITDA2 $195 Note: (1)
Slide 37: GAAP to Non-GAAP Reconciliations
CONFIDENTIAL GAAP to Non-GAAP Reconciliations Adjusted EBITDA and Pro Forma Adjusted EBITDA Reconciliations ($M) For the Twelve Months Ended For the Six Months Ended For the Three Months Ended Dec. 31, 2023 Dec. 31, 2024 Dec. 31, 2025 June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 June 30,
Slide 38: GAAP to Non-GAAP Reconciliations (Cont’d)
CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Segment Adjusted EBITDA Reconciliations ($M) For the Twelve Months Ended December 31, 2025 Lawson TestEquity Group Gexpro Services Canada Branch GAAP Reported Revenue $481.1 $783.2 $496.7 $221.4 Operating income (loss) 18.8 14.4 48.8 7.7 Depreci
Slide 39: GAAP to Non-GAAP Reconciliations (Cont’d)
CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Segment Adjusted EBITDA Reconciliations ($M) For the Six Months Ended June 30, 2026 Lawson TestEquity Group Gexpro Services Canada Branch GAAP Reported Revenue $249.2 $433.2 $257.8 $114.8 Operating income (loss) 5.6 14.8 22.9 4.2 Depreciation an
Slide 40: GAAP to Non-GAAP Reconciliations (Cont’d)
CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Net Working Capital and Free Cash Flow Reconciliations ($M) December 31, 2023 December 31, 2024 December 31, 2025 June 30, 2026 GAAP Reported: Accounts Receivable $213.4 $250.7 $271.3 $331.6 Inventory 316.0 348.2 353.4 378.7 Accounts Payable (98
Slide 41: GAAP to Non-GAAP Reconciliations (Cont’d)
CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Total Net Leverage Ratio Reconciliation ($M) December 31, 2023 December 31, 2024 December 31, 2025 June 30, 2026 TTM Pro Forma Adjusted EBITDA $182.7 $195.9 $183.7 $195.4 Debt Components: Total Debt1 574.7 739.9 704.4 733.8 Other Debt2 1.4 3.5 2
Slide 42: GAAP to Non-GAAP Reconciliations (Cont’d)
CONFIDENTIAL GAAP to Non-GAAP Reconciliations (Cont’d) Pre-Merger Adjusted Revenue and Adjusted EBITDA For the Twelve Months Ended December 31, 2021 GAAP Reported Revenue $520.3 12 Pre-Merger Revenue 417.3 Adjusted Revenue $938.0 Net income (loss) (5.1) Interest expense 16.7 Income tax expense 0.3 D
Slide 43: Table Footnotes
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 severance expense for actions taken not related to a formal restructuring plan and acquisition related retention expenses 3 3. Transactio
Slide 44: Distribution Solutions Group
SG DISTRIBUTION 2 SOLUTIONS CROC
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