Policy Statement

Distribution Solutions Group, Inc. (“DSG”) is committed to the fair disclosure of information about DSG consistent with the Securities and Exchange Commission’s Regulation FD. Our Regulation FD Disclosure Policy (“this Policy”) (1) prohibits the selective disclosure of material non-public information about DSG, (2) sets forth certain procedures that will help prevent such selective disclosure and (3) provides for the broad public distribution of material information regarding DSG.

Compliance Policy

It is DSG’s policy to comply with all SEC periodic reporting and disclosure requirements, including Regulation FD. It has been, and continues to be, DSG’s practice to disclose material information about the company in a public, timely and non-selective manner. DSG directors, officers and employees (including directors, officers and employees of DSG subsidiaries) are prohibited from disclosing material non-public information about the company except in compliance with SEC rules and regulations, including Regulation FD. If any director, officer or employee determines that material non-public information has been disclosed other than in compliance with such rules and regulations, that person must contact DSG’s General Counsel immediately. The General Counsel will determine the action necessary under the circumstances, which may include public disclosure in compliance with SEC rules and regulations.

“Material” information is any information concerning DSG or its securities if there is a substantial likelihood that a reasonable shareholder would consider the information important in making an investment decision or to have altered the “total mix” of information available about DSG. Examples of information that could be material include information regarding (1) DSG’s earnings, including whether DSG will or will not meet expectations, (2) mergers, acquisitions or other strategic transactions, (3) developments regarding customers or suppliers, (4) changes in senior management, (5) changes in compensation policy, (6) a change in auditors or auditor notification that DSG may no longer rely on an audit report, (7) bank credit or any other financing transaction including public offerings of equity or debt, (8) significant litigation, (9) an actual or potential corporate restructuring, and (10) stock splits or share repurchases.

“Non-public” information is any information that has not been previously disclosed to the general public by means of a press release, SEC filing or other media for broad public access. Disclosure to even a large group of analysts or stockholders does not constitute disclosure to the public.

Compliance Practices and Procedures

Regulation FD prohibits, subject to limited exceptions, DSG from disclosing material non-public information to securities professionals (including, for example, analysts, investment advisors and institutional investment managers) and investors unless the information is simultaneously disclosed to the public broadly. DSG has established the following practices and procedures to ensure compliance with Regulation FD.

1. I. Authorized Spokespersons
   
   1. DSG’s Chief Executive Officer and Chief Financial Officer (the “Authorized Spokespersons”) are the only persons authorized to communicate on behalf of DSG with the following persons (collectively, “Securities Market Participants”):
      
      1. Securities market professionals, including analysts, investment advisors, institutional investment managers, brokers, dealers, mutual funds, hedge funds and other investment companies and journalists;
      2. Shareholders of DSG who may reasonably be expected to purchase or sell DSG’s securities based upon the communication; and
      3. Persons associated with any of the above-mentioned persons.
   2. An Authorized Spokesperson may authorize other individuals to communicate with Securities Market Participants on behalf of DSG. However, these additional individuals may not communicate with a Securities Market Participant until an Authorized Spokesperson has explicitly authorized them to do so.
   3. Unless the information provided during communications with a Securities Market Participant is publicly disclosed within the meaning of Regulation FD, such communications shall relate only to information DSG has previously publicly disclosed, to non-material information or to generally known company or industry-related information. Exceptions may be made only after consultation with the General Counsel and receipt of appropriate undertakings from the Securities Market Participant to keep any material non-public information confidential.
   4. Notwithstanding paragraph (a) above, appropriate DSG personnel shall have authority to communicate with shareholders and beneficial owners in response to inquiries regarding shareholder accounts and other administrative matters, provided that such responses do not include the transmission of material non-public information regarding DSG.
   5. Except solely with respect to administrative inquiries covered by the preceding paragraph, DSG directors, officers or employees should refer any inquiries they receive from Securities Market Participants to an Authorized Spokesperson or DSG’s General Counsel.
2. Quarterly Earnings and Other Conference Calls
   
   1. DSG may hold quarterly investor conference calls to discuss DSG’s financial results. From time to time, DSG may also hold other investor conference calls to discuss significant announcements or developments. Each of these investor conference calls will be available to the public via dial-in conference call and/or webcast from DSG’s website. DSG will provide reasonable advance public notice of each investor conference call through a press release and a posting on DSG’s website.
   2. Following each investor conference call, a playback of the call and/or webcast will be made available on the Investor Relations section of DSG’s website for a limited period of time thereafter, as determined by management.
3. Securities Firm-Sponsored Conferences and Other Forums
   
   1. From time to time, DSG may participate in securities firm-sponsored and other investor conferences. DSG shall issue press releases in conjunction with its major presentations and post those presentations on DSG’s website.
   2. DSG may participate in other forums at which Securities Market Participants could be present, including industry seminars, trade shows and DSG’s annual shareholder meeting. DSG does not intend to disclose any material non-public information during such other forums.
   3. If any inadvertent disclosure of material non-public information occurs at any such conference or forum, appropriate public disclosure will be made as promptly as practicable.
4. One-on-One Meetings
   
   1. Authorized Spokespersons, along with other officers and employees of DSG invited to participate by an Authorized Spokesperson, may meet or speak privately with Securities Market Participants. Authorized Spokespersons will not disclose any material non-public information during these meetings or calls unless the disclosure is made pursuant to a non-disclosure or other confidentiality agreement.
   2. If any inadvertent disclosure of material non-public information occurs at any such meeting, appropriate public disclosure will be made as promptly as practicable.
5. Financial Projections and Guidance
   
   1. DSG may publicly disclose guidance on estimates or projections relating to its future earnings, performance or operations. Any such guidance, and any changes to or affirmations of such guidance, will be done only through methods designed to ensure broad disclosure in compliance with Regulation FD.
   2. DSG will not provide Securities Market Participants with non-public earnings guidance under any circumstances.
6. Review of Analyst Reports
   While an Authorized Spokesperson may choose to review draft analyst reports and earnings models, such Authorized Spokesperson will not comment (orally or in writing) upon any such material except to correct inaccuracies relating solely to factual or historical information previously disclosed to the public.
7. Quiet Period
   
   1. DSG will observe a “quiet period” each quarter, during which DSG will not comment on any matters relating to the financial or operational results or outlook for the company.
   2. This quiet period will normally begin two weeks before the close of each fiscal quarter and terminate at the time DSG publicly discloses its earnings results for that quarter.
8. Disclosure of Material Non-Public Information in Violation of Regulation FD
   
   1. Violations of Regulation FD are subject to SEC enforcement actions, which may include an administrative action seeking a cease-and-desist order or a civil action against DSG or an individual. Such a civil action may seek an injunction and/or monetary penalties.
   2. Any violation of this Policy, including any inadvertent or accidental disclosure of material non-public information to a Securities Market Participant, must be reported to DSG’s General Counsel immediately.

Further Information About Regulation FD

DSG will post this Policy and any updates to this Policy on its website. Appropriate training will be provided to each Authorized Spokesperson on compliance with this Policy, and such training will be updated periodically as necessary.

All inquiries regarding the provisions or procedures of this Policy or Regulation FD generally should be addressed to DSG’s General Counsel.