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Distribution Solutions Group, Inc.

For the period ended Dec 31, 2025. Filed Apr 1, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 1, 2026

DSGR$34.93-0.1%Stored close · as of Nov 6, 2026
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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

Filed by the Registrantþ

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

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)

Payment of Filing Fee (Check all boxes that apply):

þ No fee required

o Fee previously paid with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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?

ProposalsPage NumberBoard Recommendation
1. Election of seven directors8FOR each nominee
2. Ratification of the appointment of Grant Thornton LLP12FOR
3. To approve, on an advisory basis, the compensation of our named executive officers (say-on-pay)13FOR
4. Approval of DSG's Amended and Restated 2026 Equity Compensation Plan15FOR
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 2026 Annual Meeting and Voting4
Proposal One - Election of Directors8
Proposal Two - Ratification of the Appointment of Grant Thornton LLP12
Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation13
Proposal Four - Approval of the Amended and Restated Equity Compensation Plan15
Share Ownership of Certain Beneficial Owners and Management17
Corporate Governance19
Remuneration of Executive Officers27
Compensation Discussion and Analysis ("CD&A")27
Overview of 2025 Business Performance and Compensation27
Compensation Practices, Philosophy and Objectives27
Key Factors in Determining Executive Compensation28
Role of Compensation Committee in Setting Executive Compensation28
Role of Executives in Setting Compensation30
Compensation Committee Interlocks and Insider Participation30
Role of the Independent Compensation Consultant30
Response to Say-On-Pay Vote30
Current Elements of Named Executive Officer Compensation30
Elements of Total Compensation31
Base Salary31
Annual Incentive Plan (“AIP”)32
Equity-Based Incentives/Long-Term Incentive Plan (“LTIP”)38
Benefits and Retirement Plans39
Employment and Change-in-Control Contracts46
Tax and Accounting Considerations47
Report of the Compensation Committee50
Employment and Compensation Agreements48
2025 Summary Compensation Table51
All Other Compensation in 202552
Grants of Plan Based Awards in 202553
Outstanding Equity Awards on December 31, 202554
SPR/Option Exercises and Stock Vested in 202556
Non-qualified Deferred Compensation in 202557
Summary Table of Potential Payments Upon Termination or Change in Control58
Director Compensation in 202561
Certain Relationships and Related Transactions62
Fees Billed to the Company by Grant Thornton LLP65
Report of the Audit Committee of the Board of Directors66
Section 16(a) Beneficial Ownership Reporting Compliance67
Householding of Annual Meeting Materials67
Deadline for Receipt of Stockholder Proposals for 2027 Annual Meeting67
Appendix A69
Appendix B1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.