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DEFA14A ·Filed Oct 27, 2026

DSGR

Distribution Solutions Group, Inc.
NEUTRAL
Impact 4/10
Horizonweeks Processed5d 4h ago SEC0001193125-26-434253
Proxy solicitation materials
Actionable Insight • Neutral

The GradeEight acquisition is a bolt-on that expands DSG's MRO franchise network. The primary event is the pending go-private merger: with 78.5% already committed, stockholder approval is virtually assured. Monitor the proxy statement for the special meeting date and any minority shareholder opposition or appraisal rights developments.

DirectionNeutral
Confidencehigh
Horizonweeks
Latest settled: T+1d ⚠ clustered
DSGR ▲ +0.09% at T+1d
NEUTRAL call +0.09% · α vs SPY +0.47% · entry $34.98 → $35.01
Next anchor: T+5d tomorrow
Entry = T+0 close
Oct 27, 2026
via day close
T+1d
+0.09%
call +0.09% · α +0.47%
$35.01
settled 5d ago
T+5d
Pending
tomorrow
T+20d
Pending
in 22d
T+60d
Pending
in 3mo

Price Chart

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Executive Summary

Distribution Solutions Group filed this DEFA14A to announce the completion of its $145 million acquisition of GradeEight Holdings (Winzer/FastServ Supply) and to provide an update on the previously announced go-private merger with LKCM Headwater affiliates, where the controlling shareholder (78.5% owner) will take the company private. The GradeEight deal closed on October 26, 2026, funded via the existing $400 million credit facility and cash.

Key Financial Metrics

Vote
merger approval

Key Facts

  • DSG completed the acquisition of GradeEight Holdings for $145 million on October 26, 2026.
  • The purchase price was funded with borrowings under DSG's existing $400 million revolving credit facility and available cash.
  • GradeEight is a national MRO distributor with ~190 associates and ~270 franchisees.
  • The go-private merger (announced July 15, 2026) with LKCM Headwater affiliates is still pending stockholder approval; LKCM Headwater and affiliates own ~78.5% of DSGR common stock.
  • A definitive proxy statement and Schedule 13E-3 have been filed; a special meeting will be held to vote on the merger.
  • King Luther Capital Management (the top 13F holder with $1.3B) has been filing SC 13D/A amendments, indicating activist/proxy fight context.

Financial Impact

$145 million acquisition of GradeEight Holdings, funded via existing credit facility and cash.

debtcash

Risk Factors

  • Integration risk for GradeEight acquisition; no financial details on GradeEight's revenue or EBITDA were disclosed.
  • The go-private merger may face litigation from minority shareholders or appraisal demands, though the controlling stake makes deal completion highly likely.
  • Increased leverage from funding the acquisition via the credit facility.

Market Snapshot

Exchange
Nasdaq
Sector
Wholesale-Machinery, Equipment & Supplies
Analyst Consensus
0% bullish (7 analysts)

Investment Themes

Industrials & Manufacturing

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
DEFA14A Filing (Primary)0001193125-26-434253
Document: 0001193125-26-434253-index-headers.html0001193125-26-434253
Document: 0001193125-26-434253-index.html0001193125-26-434253
Document: 0001193125-26-434253.txt0001193125-26-434253
19 reports for DSGR
Performance horizon
67% Hit rate @ T+20 2 of 3 directional calls Went positive at some point 3 of 5 best @ T+20▲ +0.66%Sep 1, 2026
Filters
Rows
Reports for DSGR, sortable and filterable
TypeNow
Oct 28, 2026
4d ago
SC 13E-3/A
MIXED ★ 7/10
$35.01awaiting T+20awaiting T+20$34.98 (−0.09%)
Oct 28, 2026
4d ago
DEFM14A
NEUTRAL ★ 6/10
$34.98awaiting T+20awaiting T+20$34.98 (−0.00%)
Oct 27, 2026
5d ago
DEFA14A
NEUTRAL ★ 4/10
$34.98awaiting T+20awaiting T+20$34.98 (−0.00%)
Oct 27, 2026
5d ago
8-K
NEUTRAL ★ 4/10
$34.98awaiting T+20awaiting T+20$34.98 (−0.00%)
Oct 27, 2026
5d ago
SC 13E-3/A
MIXED ★ 7/10
$35.02awaiting T+20awaiting T+20$34.98 (−0.11%)
Oct 20, 2026
12d ago
SC 13E-3/A
NEUTRAL ★ 5/10
$35.05awaiting T+20awaiting T+20$34.98 (−0.20%)
Oct 14, 2026
18d ago
DEFA14A
BULLISH ★ 6/10
$35.09awaiting T+20awaiting T+20$34.98 (−0.31%)
Oct 14, 2026
18d ago
8-K
BULLISH ★ 6/10
$35.09awaiting T+20awaiting T+20$34.98 (−0.31%)
Oct 7, 2026
24d ago
DEFA14A
NEUTRAL ★ 5/10
$35.07awaiting T+20awaiting T+20$34.98 (−0.26%)
Oct 7, 2026
24d ago
8-K
NEUTRAL ★ 4/10
$35.07awaiting T+20awaiting T+20$34.98 (−0.26%)
Showing 10 of 19

US Market Status

Market Closed · Opens Tue (13h 14m)

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Report published Oct 27, 2026