dsgr-20260401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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o Preliminary Proxy Statement

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þ Definitive Proxy Statement

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o Soliciting Material under § 240.14a-12

Distribution Solutions Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Distribution Solutions Group, Inc.

301 Commerce Street, Suite 1700

Fort Worth, TX 76102

________________

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

May 14, 2026

TO THE STOCKHOLDERS:

We are very pleased that this year’s Annual Meeting will again be a virtual meeting of stockholders, which will be conducted solely online via live webcast on May 14, 2026, at 10:00 a.m., Central Time. You will be able to attend and participate in the Annual Meeting online and vote your shares electronically by visiting: www.meetnow.global/MHJTGL9 on the meeting date and time described in the accompanying Proxy Statement.

We continue to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

What will I be voting on?

Proposals

Page Number

Board Recommendation

1. Election of seven directors

FOR
each nominee

2. Ratification of the appointment of Grant Thornton LLP

FOR

3. To approve, on an advisory basis, the compensation of our named executive officers (say-on-pay)

FOR

4. Approval of DSG's Amended and Restated 2026 Equity Compensation Plan

FOR

5. Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who is entitled to vote at the Annual Meeting?

You may vote at the meeting if you were a Distribution Solutions Group, Inc. stockholder of record at the close of business on the record date. The Board of Directors of the Company (the “Board” or “Board of Directors”) has fixed the close of business on March 20, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

Accompanying this Notice is a Proxy, a Proxy Statement and a copy of the Company's 2025 Annual Report on Form 10-K.

Important Note Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 14, 2026: A copy of this Notice, the accompanying Proxy Statement and the Company's 2025 Annual Report on Form 10-K are available at www.edocumentview.com/DSGR.

By Order of the Board of Directors

Richard D. Pufpaf

Secretary

Fort Worth, Texas

April 1, 2026

The accompanying Proxy Statement is dated April 1, 2026, and the accompanying Proxy Statement and form of proxy are first being sent to Company stockholders on or about April 1, 2026.

TABLE OF CONTENTS


			Page
Questions and Answers about the 202 6 Annual Meeting and Voting			4
Proposal One - Election of Directors			8
Proposal Two - Ratification of the Appointment of Grant Thornton LLP			12
Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation			13
Proposal Four - Approval of the Amended and Restated Equity Compensation Plan			15
Share Ownership of Certain Beneficial Owners and Management			17
Corporate Governance			19
Remuneration of Executive Officers			27
Compensation Discussion and Analysis ("CD&A")			27
Overview of 202 5 Business Performance and Compensation			27
Compensation Practices, Philosophy and Objectives			27
Key Factors in Determining Executive Compensation			28
Role of Compensation Committee in Setting Executive Compensation			28
Role of Executives in Setting Compensation			30
Compensation Committee Interlocks and Insider Participation			30
Role of the Independent Compensation Consultant			30
Response to Say-On-Pay Vote			30
Current Elements of Named Executive Officer Compensation			30
Elements of Total Compensation			31
Base Salary			31
Annual Incentive Plan (“AIP”)			32
Equity-Based Incentives/Long-Term Incentive Plan (“LTIP”)			38
Benefits and Retirement Plans			39
Employment and Change-in-Control Contracts			46
Tax and Accounting Considerations			47
Report of the Compensation Committee			50
Employment and Compensation Agreements			48
202 5 Summary Compensation Table			51
All Other Compensation in 202 5			52
Grants of Plan Based Awards in 202 5			53
Outstanding Equity Awards on December 31, 202 5			54
SPR/Option Exercises and Stock Vested in 202 5			56
Non-qualified Deferred Compensation in 202 5			57
Summary Table of Potential Payments Upon Termination or Change in Control			58
Director Compensation in 202 5			61
Certain Relationships and Related Transactions			62
Fees Billed to the Company by Grant Thornton LLP			65
Report of the Audit Committee of the Board of Directors			66
Section 16(a) Beneficial Ownership Reporting Compliance			67
Householding of Annual Meeting Materials			67
Deadline for Receipt of Stockholder Proposals for 202 7 Annual Meeting			67
Appendix A			69
Appendix B			1

_______________

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 14, 2026

________________

QUESTIONS AND ANSWERS ABOUT THE 2026

ANNUAL MEETING AND VOTING

How do I vote?

You can vote at the Annual Meeting using the voting procedures set forth at www.meetnow.global/MHJTGL9 or by proxy without attending the meeting. You may also vote your shares by telephone or via the Internet as set forth in the enclosed proxy. Even if you expect to attend the virtual annual meeting, we strongly encourage you to sign and return the enclosed proxy in the envelope provided. If you execute a proxy, you still may attend the virtual meeting and vote using the voting procedures set forth at www.meetnow.global/MHJTGL9.

Can I change my vote?

Yes. If you are a registered stockholder, you can change your proxy vote or revoke your proxy at any time before the Annual Meeting by:

(1) Revoking it by written notice to Richard D. Pufpaf, our Secretary, at 301 Commerce Street, Suite 1700, Fort Worth, Texas 76102, before your original proxy is voted at the Annual Meeting;

(2) Delivering a later-dated proxy (including a telephone or Internet vote); or

(3) Voting at the meeting using the voting procedures set forth at www.meetnow.global/MHJTGL9.

If you are a beneficial owner and hold your shares in “street name,” please refer to the information forwarded by your bank, broker, or other holder of record for procedures on revoking or changing your proxy.

How many votes do I have?

You will have one vote for every share of Distribution Solutions Group, Inc. ("DSG", "Company", "we", "our") common stock that you owned at the close of business on March 20, 2026, except that, as discussed in Proposal 1 (Election of Directors), stockholders are entitled to cumulative voting in the election of directors. For all other proposals, you will have one vote for every share of DSG common stock that you own.

How many shares are entitled to vote?

There are 46,192,457 shares of DSG common stock outstanding as of March 20, 2026 and entitled to be voted at the meeting.

How many votes are needed to elect the directors?

•Directors will be elected by a plurality of the votes cast at the meeting by the holders of shares present in person or represented by proxy.

•If any nominee should become unavailable for election as a director, which is not contemplated, the proxies will have discretionary authority to vote for a substitute.

•In the absence of a specific direction from a stockholder, proxies in respect of such stockholder’s shares will be voted “For” the election of all named director nominees for which no specific direction is given by that stockholder.

How many votes are needed to pass Proposal 2 (Ratification of Appointment of Grant Thornton LLP), Proposal 3 (Advisory Vote to Approve Named Executive Officer ("Named Executive Officer" or "NEO") Compensation) and Proposal 4 (Approval of DSG's Amended and Restated 2026 Equity Compensation Plan)?

•Assuming a quorum is present, approval of each of Proposals 2, 3 and 4 requires the affirmative vote of the holders of a majority of the total voting power of the shares of Company common stock present in person or represented by proxy at the Annual Meeting.

•In the absence of a specific direction from a stockholder on any of Proposals 2, 3 and/or 4, proxies in respect of such stockholder’s shares will be voted “For” the proposal.

What if I vote “Withhold” for the election of a director?

Because directors are elected by a plurality of the votes cast at the Annual Meeting, a proxy marked “Withhold” with respect to one or more director nominees will have no effect on the election of the nominees, assuming that no other director candidates are properly nominated by any Company stockholder and that each director nominee receives at least one vote in the election.

What if I vote “Abstain” on any of Proposals 2, 3 and/or 4?

A vote to “Abstain” on Proposal 2, 3 and/or 4 will have the same effect as a vote “Against” that proposal.

What is required for a quorum to be present?

A quorum of stockholders is necessary to hold a valid Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total voting power of all outstanding shares of Company common stock entitled to vote at the Annual Meeting constitutes a quorum. Shares of Company common stock represented at the Annual Meeting by attendance in person or by proxy, whether or not such shares are voted (including shares for which a stockholder directs an “abstention” from voting), will be counted as present for purposes of determining a quorum. Shares underlying “broker non-votes” will also be counted as present for purposes of determining a quorum. If a quorum is not present, the Annual Meeting may be adjourned and reconvened at a later date and/or time.

What is a “broker non-vote”?

Under applicable stock exchange rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under applicable stock exchange rules are “non-routine.” A so-called “broker non-vote” results when a bank, broker or other nominee returns a valid proxy voting on one or more matters to be voted on at a stockholders meeting but does not vote on a particular “non-routine” matter because the bank, broker or other nominee does not have discretionary authority to vote on such “non-routine” matter without voting instructions from the beneficial owner of the shares and has not received voting instructions on such “non-routine” matter from the beneficial owner of the shares. The Company believes that Proposals 1, 3 and 4 are considered “non-routine” matters under applicable stock exchange rules, and Proposal 2 is considered a “routine” matter.

What is the effect of a broker non-vote on each of the proposals?

Because directors are elected by a plurality of the votes cast at the meeting, a broker non-vote on Proposal 1 will have no effect on the election of the nominees.

Because Proposal 2 is considered a routine matter, your broker is permitted to vote your shares on Proposal 2 even if your broker does not receive voting instructions from you. Accordingly, there will be no broker non-votes with respect to Proposal 2.

A broker non-vote on Proposal 3 and/or 4 will be counted as shares present at the Annual Meeting for purposes of determining quorum, but will not be counted as votes cast and will have no effect on the outcome of these proposals.

Is my vote confidential?

Yes. Your voting records will not be disclosed to us except:

•As required by law;

•To the inspectors of voting; or

•In the event the election is contested.

The tabulator, the proxy solicitation agent, and the inspectors of voting must comply with confidentiality guidelines that prohibit disclosure of votes to DSG. The tabulator of the votes and at least one of the inspectors of voting will be independent of DSG and our officers and directors.

If you are a holder of record and you write comments on your proxy card, your comments will be provided to us, but your vote will remain confidential.

When will I receive the Proxy Statement?

This Proxy Statement will be available to stockholders on or about April 1, 2026 in connection with the solicitation of the accompanying proxy by our Board of Directors. Only stockholders of record at the close of business on March 20, 2026 are entitled to notice of and to vote at the Annual Meeting. We have retained Morrow Sodali LLC, 333 Ludlowe Street, 5th Floor, South Tower, Stamford, Connecticut, 06902, a firm specializing in the solicitation of proxies, to assist in the solicitation at a fee estimated to be $10,000 plus expenses. Officers of the Company may make additional solicitations in person or by telephone. Expenses incurred in the solicitation of proxies will be borne by the Company.

If the accompanying form of proxy is executed and returned in time or you vote your shares by telephone or via the internet as set forth in the enclosed proxy, the shares represented thereby will be voted.

Corporate Governance Highlights

The table below highlights key corporate governance initiatives adopted by the Board of Directors (the "Board" or "Board of Directors") or otherwise approved by stockholders.


Company Action	Stockholder Impact	Additional Detail
Board Diversity Policy	The Board believes that a board made up of highly qualified directors from diverse backgrounds and who reflect the changing population demographics of the markets in which the Company operates, the talent available with the required expertise, and the Company’s evolving customer and employee base, promotes better corporate governance.	Corporate Governance Section

Social and Environmental Responsibility Policy	The Company is committed to understanding, monitoring and managing our social and environmental impact, and we recognize the importance of this responsibility as a discipline that helps us manage risks and sets out the framework for managing our social and environmental commitment.	Corporate Governance Section

Board Declassification	Provides for annual election of directors. A declassified board generally means board members are held accountable and are more responsive to stockholders.	Corporate Governance Section

Corporate Governance Principles	The Corporate Governance principles and charters are intended to ensure our Board has the necessary authority and practices in place to review and evaluate our business operations and to make decisions that are independent of management.	Corporate Governance Section

Clawback Policy

SEC Form DEF 14A filed by Distribution Solutions Group Inc.