Item 7.01 Regulation FD Disclosure.
On October 7, 2026, Distribution Solutions Group, Inc. (“DSG” or the “Company”) announced that Eclipse Acquisitions Merger Sub, Inc. (“Escrow Issuer”), a newly formed corporation controlled by LKCM Headwater Investments, LLC (“LKCM Headwater”), an affiliate of the Company, priced the offering (the “Offering”) of $800 million aggregate principal amount of its 10.000% Senior Notes due 2032 (the “Notes”). The aggregate principal amount of Notes offered in the Offering was increased to $800 million from the previously announced $700 million. The Offering is expected to close on October 15, 2026, subject to customary closing conditions.
The Notes will initially be issued by the Escrow Issuer. The gross proceeds from the sale of the Notes will be placed into an escrow account pending the satisfaction of certain conditions, including, but not limited to, the substantially concurrent consummation of the previously announced merger (the “Merger”). The Merger will be effectuated pursuant to the Agreement and Plan of Merger, dated as of July 15, 2026, among DSG, the Escrow Issuer, Eclipse Parent Acquisitions, LLC (“Parent HoldCo”), and Eclipse Intermediate Acquisitions, LLC, a wholly owned subsidiary of Parent HoldCo and the direct parent company of the Escrow Issuer (“Intermediate HoldCo”). Pursuant to the Merger, affiliates of LKCM Headwater will acquire all of the outstanding shares of DSG’s common stock not already owned by LKCM Headwater and its affiliates for $35.00 per share in cash (the “Share Acquisition Consideration”) and the Escrow Issuer will merge with and into DSG, with DSG continuing as the surviving corporation and becoming a wholly owned subsidiary of Intermediate HoldCo, at which point DSG will assume all of the Escrow Issuer’s rights and obligations under the Notes and DSG’s subsidiaries that are obligors under DSG’s existing credit agreement will become guarantors of the Notes. The Merger is subject to customary closing conditions, including obtaining the requisite approval of DSG’s stockholders. There can be no assurance that the conditions to the Merger will be satisfied or that the Merger will be consummated.
Upon their release from escrow (assuming the conditions to such release are satisfied), the gross proceeds from the Offering, together with proceeds from an equity contribution from LKCM Headwater into DSG are expected to be used (i) to fund the payment of the Share Acquisition Consideration to consummate the Merger, (ii) to repay a portion of DSG’s outstanding indebtedness under its existing credit agreement, (iii) to pay the fees and expenses of the Offering, the Merger and other transactions related thereto and (iv) for general corporate purposes, including to finance future acquisitions.
The Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A of the Securities Act and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.
On October 7, 2026, the Company issued a press release regarding pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated by reference herein.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information About the Merger and Where to Find It
In connection with the Merger, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”). Additionally, on September 1, 2026, in connection with the Merger, the Company, LKCM and certain of their respective affiliates jointly filed with the SEC a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). The Proxy Statement and a proxy card will be sent or otherwise made available to stockholders of the Company entitled to vote at the special meeting relating to the Merger. This communication is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document that the Company may file with the SEC in connection with the Merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors and security holders will be able to obtain copies of the Proxy Statement, the Schedule 13E-3 and other documents filed with the SEC by the Company free of charge from the SEC’s website at www.sec.gov or from the Company’s website.
