Distribution Solutions Group, Inc. disclosed a strictly private investor presentation dated October 5, 2026, via an Exhibit 99.2 filing associated with its NASDAQ ticker DSGR. The document, marked as confidential, is restricted to qualified institutional buyers and non-US persons, raising immediate questions about the scope of the information available to the broader public market.
The presentation is intended to assist interested parties in evaluating the company, though it explicitly states it does not contain all information regarding the business. Distribution Solutions Group notes that certain data is derived from third-party industry publications and internal research. While the company believes these sources are reliable, it has not independently verified the accuracy or completeness of the data. Internal estimates are based on management's knowledge of the market and are subject to change without notice.
Legal disclaimers within the filing clarify that the materials are not an offer to sell or a solicitation to buy any securities. In the United States, the presentation is furnished only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933. Outside the US, it is limited to non-US persons in offshore transactions under Regulation S. The filing emphasizes that any offer of notes will be made solely through a confidential offering memorandum, which investors are advised to read in its entirety before making investment decisions.
The document includes financial information derived from internal records or audited and unaudited financial statements. Management cautions that this data is not a comprehensive statement of financial results and should not be viewed as a substitute for full financial statements. Actual results may differ materially from the figures presented. The financial data is prepared by company management and must be read alongside relevant risk factors and forward-looking statements.
Distribution Solutions Group utilizes non-GAAP financial measures such as Adjusted EBITDA, Free Cash Flow, and Total Net Leverage Ratio. The company states these metrics provide useful insights into financial trends but are not prepared in accordance with US generally accepted accounting principles. A reconciliation to comparable GAAP measures is included in the appendix. Management acknowledges that these non-GAAP measures involve judgment regarding which expense and income items are excluded.
The filing contains forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934. These statements involve inherent risks and uncertainties based on current expectations. Terms such as "anticipate," "believe," and "expect" identify these forward-looking elements. The company notes that actual outcomes could differ materially due to various factors that may delay or change plans. No obligation is undertaken by Distribution Solutions Group to update or correct these forward-looking statements.