Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-270678
PROSPECTUS SUPPLEMENT
(to prospectus dated
April 10, 2023)
Subscription Rights to Purchase Up to 2,222,222 Shares of Common Stock at $45.00 Per Share
Distribution Solutions Group, Inc., a Delaware corporation (the Company, we, us or
our), is distributing at no charge to the holders of our common stock, par value $1.00 per share (common stock) as of the close of business, on May 1, 2023 (the Record Date), the subscription rights to
purchase up to 2,222,222 shares of common stock at $45.00 per share (the subscription price) for an aggregate rights offering value of up to $100 million (the rights offering). Each stockholder will receive one subscription
right for each share of our common stock owned as of the Record Date. Each subscription right entitles the holder of the subscription rights to purchase 0.105 shares of common stock at the subscription price (the subscription rate). We
will not issue any fractional shares of common stock in the rights offering. The subscription rights are transferable and, therefore, you may sell, transfer, assign or give away your subscription rights to anyone. However, the subscription rights
will not be listed for trading on any stock exchange or market. Therefore, there will be no public market for the subscription rights. If you or your transferee fully exercise your subscription right and other stockholders do not fully exercise
their subscription rights, you will have an over-subscription right to purchase additional shares of common stock that remain unsubscribed at the Expiration Date (defined below).
The purpose of the rights offering is to raise equity capital in a process that provides all of our existing stockholders the
opportunity to participate on a pro rata basis. The net proceeds will be used for general corporate purposes and to fund, in combination with our committed credit facility, the acquisition of all of the issued and outstanding capital stock of HIS
Company, Inc., a Texas corporation (Hisco), pursuant to a Stock Purchase Agreement (the Hisco Purchase Agreement) dated as of March 30, 2023 by and among the Company, Hisco, GreatBanc Trust Company, as trustee of the HIS
Company, Inc. Employee Stock Ownership Trust and Ellis Moseley, solely in his capacity as the representative of HIS Company, Inc. Employee Stock Ownership Trust.
The subscription rights will be distributed and exercisable beginning on the date hereof. The subscription rights will expire
and will have no value if they are not exercised prior to the expiration date of the rights offering, which is currently expected to be 5:00 p.m. Eastern Time, on May 30, 2023 (the Expiration Date), unless we, in our sole
discretion, extend the period for exercising the subscription rights. We will extend the duration of the rights offering as required by applicable law and may choose to extend the rights offering if we decide that changes in the market price of our
common stock warrant an extension or if we decide that the degree of participation in the rights offering by holders of our common stock is less than the level we desire. You should carefully consider whether or not to exercise your subscription
rights before the Expiration Date. We reserve the right to cancel the rights offering at any time before the Expiration Date, for any reason.
Luther King Capital Management Corporation and its affiliates, including J. Bryan King, our Chairman, President and Chief
Executive Officer (collectively, the LKCM Affiliates), beneficially own approximately 77% of our common stock outstanding prior to the rights offering. The LKCM Affiliates have indicated that they intend to participate, directly or
through their affiliates, in the rights offering and fully subscribe to the shares of common stock corresponding to their subscription rights. The LKCM Affiliates have also indicated that they intend to fully exercise their over-subscription rights
to purchase their proportion of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date.
There is no minimum number of shares of common stock that we must sell in order to complete the rights offering. If you or
your transferee exercise your subscription rights in full, you will have an over-subscription right to purchase additional shares of common stock that remain unsubscribed at the Expiration Date, subject to the availability and allocation of shares
of common stock among stockholders exercising their over-subscription rights as further described in this prospectus supplement. Stockholders who do not participate in the rights offering will continue to own the same number of shares, but will own
after the rights offering a smaller percentage of the total shares outstanding to the extent that other stockholders participate in the rights offering. Subscription rights that are not exercised before the Expiration Date will expire and have no
value.
We are distributing the subscription rights and offering the underlying securities directly to you. We have not
employed any brokers, dealers or underwriters in connection with the solicitation or exercise of rights in the rights offering and no commissions, fees or discounts will be paid in connection with the rights offering. Computershare Inc., a Delaware
corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association, are acting as the subscription agent for the rights offering. Computershare is also transfer agent and registrar for our common stock.
While certain of our directors, officers and other employees may solicit responses from you, those directors, officers and other employees will not receive any commissions or compensation for their services other than their normal compensation.
Our common stock is listed on the Nasdaq Global Select Market (Nasdaq) of the Nasdaq Stock Market LLC under the
symbol DSGR. On May 8, 2023, the last reported sale price for our common stock on the Nasdaq was $47.82 per share.
Investing in our securities involves risks. You should carefully review and consider the information contained in this
prospectus supplement, including the risk factors beginning on page S-29 of this prospectus supplement, as well as the risk factors and other information contained in any documents
we incorporate by reference into this prospectus supplement before exercising your subscription rights. See Where You Can Find More Information beginning on page S-41.
Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is May 9, 2023