DNOW Reports Fourth Quarter and Full-Year 2025 Results

Key Terms

all-stock transaction financial

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

cost synergies financial

Cost synergies are the expected savings when two businesses combine activities so they can eliminate duplicate work, negotiate better prices, or run things more efficiently—like two households moving in together to share rent, groceries and utilities. Investors care because these savings can boost profit margins and cash flow, improving returns and supporting a higher valuation if the projected cuts are realistic and actually achieved. Actual results may differ from projections, so promised cost synergies are closely watched in deal assessments.

adjusted gross profit financial

Adjusted gross profit is a company’s revenue from selling goods or services minus the direct costs of producing them, with one-time or unusual items added back or removed to show the core margin. Investors use it like a cleaned-up snapshot of how much a business actually earns on its products, similar to measuring body weight after removing heavy clothes, because it helps compare performance across periods and companies without noise from rare events.

adjusted net income financial

Adjusted net income is a company's reported profit after removing unusual, one-time, or non-operational items so the number reflects the business’s regular earning power. Investors use it like a cleaned-up scorecard — similar to judging a player’s season performance without a few fluke games — to compare companies or assess trends without being misled by rare gains or losses that won’t affect future cash flow.

adjusted ebitda financial

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

diluted share financial

Diluted share count is the total number of company shares that would exist if all potential claims that can become stock—such as employee stock options, warrants and convertible bonds—were exercised or converted. Investors use diluted shares to see a more conservative view of ownership and per-share metrics (like earnings per share), because it’s like slicing a cake into more pieces: the same profit spread over more slices makes each slice smaller.

erp system technical

An ERP system is integrated software that brings a company’s core operations—such as accounting, inventory, sales, human resources and purchasing—into a single platform so information flows smoothly between departments. Like replacing a stack of separate tools with one central dashboard, it can lower costs, speed decisions, improve reporting and make scaling easier; investors watch ERP projects because they affect profitability, transparency and execution risk during rollout.

Earnings Conference Call

February 20, 2026

8:00 a.m. CT

1 (888) 660-6431 (within North America)

1 (929) 203-2118 (outside of North America)

Access Code: 7372055

Webcast: ir.dnow.com 

HOUSTON--(BUSINESS WIRE)-- DNOW Inc. (NYSE: DNOW) announced results for the fourth quarter and year ended December 31, 2025.

Completed Merger with MRC Global Inc.

• On November 6, 2025, DNOW completed its acquisition of MRC Global in an all-stock transaction
• Annual merger cost synergies are ahead of plan, with first-year savings now projected at $23 million, or 35% above target, while maintaining our $70 million three-year synergy commitment

Full-Year 2025 Highlights

• Revenue was $2,820 million
• Gross profit was $478 million, or 17.0% of revenue, and adjusted gross profit was $651 million, or 23.1% of revenue
• Net loss attributable to DNOW Inc. was $89 million, or $(0.76) per diluted share, primarily due to transaction charges, and adjusted net income attributable to DNOW Inc. was $104 million, or $0.86 per diluted share
• Adjusted EBITDA was $209 million, or 7.4% of revenue
• Cash provided by operating activities was $155 million
• Repurchased $37 million of common stock
• Cash and cash equivalents was $164 million and long-term debt was $411 million at December 31, 2025 with total liquidity of approximately $588 million

Fourth Quarter 2025 Highlights

• Revenue was $959 million
• Gross profit was $68 million, or 7.1% of revenue, and adjusted gross profit was $217 million, or 22.6% of revenue
• Net loss attributable to DNOW Inc. was $147 million, or $(0.95) per diluted share, primarily due to transaction charges, and adjusted net income attributable to DNOW Inc. was $23 million, or $0.15 per diluted share
• Adjusted EBITDA was $61 million, or 6.4% of revenue
• Cash provided by operating activities was $83 million
• Repurchased $10 million of common stock

David Cherechinsky, President and CEO of DNOW, added, “DNOW delivered strong financial results in 2025 generating $2.8 billion in revenue, with Adjusted EBITDA totaling 7.4% of revenues. Excluding the contribution from MRC Global in the fourth quarter, 2025 marked DNOW’s fifth consecutive year of revenue growth and its highest Adjusted EBITDA year ever.

The merger with MRC Global expands DNOW's growth opportunities and strategically positions the Company for long-term success. I am encouraged by the strong start to our integration efforts and the early progress of our synergy realization initiatives, which we expect will create meaningful value for our combined business over time.

As we move into 2026, we have taken targeted actions to address persistent challenges related to the U.S. MRC Global ERP system transition, which went live in the third quarter of 2025. While these complexities have created near-term obstacles, we are actively addressing them and remain focused on positioning the business for long-term growth.

I am humbled to represent the talented women and men of DNOW who work hard every day to serve our customers and compete in the market. Their dedication gives me confidence in our future as we lay the groundwork for 2026 and beyond.”

Prior to the earnings conference call a presentation titled “DNOW Fourth Quarter and Full-Year 2025 Earnings Presentation” will be available on the Company’s Investor Relations website.

About DNOW

DNOW is a premier energy and industrial solutions provider with a legacy of over 160 years as a leading distributor of pipe, valves, fittings (PVF), gas products, pumps and fabricated equipment. Headquartered in Houston, Texas, with approximately 5,300 employees and a global network of distribution and engineering locations; we provide a broad mix of quality products our customers require to build and maintain essential infrastructure across the upstream, midstream, gas utilities, downstream, energy transition and industrial markets. We deliver a comprehensive range of value-added supply chain solutions and technical product expertise, supported by advanced digital offerings. Our products and resources enable our customers to run their operations more efficiently and effectively, helping them to meet and exceed their business goals.

Statements made in this press release that are forward-looking in nature are intended to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documents filed by DNOW Inc. with the U.S. Securities and Exchange Commission, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.

DNOW INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In millions, except share and per share data)
		December 31,
		2025				2024
ASSETS
Current assets:
Cash and cash equivalents		$	164			$	256
Receivables, net			874				388
Inventories, net			1,192				352
Prepaid and other current assets			48				32
Total current assets			2,278				1,028
Property, plant and equipment, net			264				157
Operating right-of-use assets			160				40
Deferred income taxes			11				93
Goodwill			617				230
Intangibles, net			565				65
Other assets			29				8
Total assets		$	3,924			$	1,621
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	653			$	300
Accrued liabilities			300				130
Other current liabilities			21				12
Total current liabilities			974				442
Long-term debt			411				—
Long-term operating lease liabilities			129				29
Deferred income taxes			99				—
Other long-term liabilities			73				22
Total liabilities			1,686				493
Commitments and contingencies
Stockholders' equity:
Common stock - par value $0.01; 330 million shares authorized; 186,125,254 and 105,652,963 shares issued and outstanding at December 31, 2025 and 2024, respectively			2				1
Additional paid-in capital			3,193				2,023
Accumulated deficit			(836	)			(747	)
Accumulated other comprehensive loss			(126	)			(153	)
DNOW Inc. stockholders' equity			2,233				1,124
Noncontrolling interest			5				4
Total stockholders' equity			2,238				1,128
Total liabilities and stockholders' equity		$	3,924			$	1,621

DNOW INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In millions, except per share data)
	Three Months Ended												Year Ended
	December 31,								September 30,				December 31,
	2025				2024				2025				2025				2024
Revenue	$	959			$	571			$	634			$	2,820			$	2,373
Cost of products		891				438				491				2,342				1,842
Gross profit		68				133				143				478				531
Selling, general and administrative expenses		226				103				112				559				416
Impairment and other charges		12				1				—				12				6
Operating (loss) profit		(170	)			29				31				(93	)			109
Other (expense) income		(6	)			1				(1	)			(7	)			1
(Loss) income before income taxes		(176	)			30				30				(100	)			110
Income tax (benefit) provision		(29	)			7				7				(12	)			31
Net (loss) income		(147	)			23				23				(88	)			79
Net income attributable to noncontrolling interest		—				—				—				1				1
Net (loss) income attributable to DNOW Inc.	$	(147	)		$	23			$	23			$	(89	)		$	78
(Loss) earnings per share attributable to DNOW Inc. stockholders:
Basic	$	(0.95	)		$	0.22			$	0.21			$	(0.76	)		$	0.72
Diluted	$	(0.95	)		$	0.21			$	0.21			$	(0.76	)		$	0.71
Weighted-average common shares outstanding, basic		155				106				105				118				106
Weighted-average common shares outstanding, diluted		155				107				106				118				107

DNOW INC. SUPPLEMENTAL INFORMATION BUSINESS SEGMENTS (UNAUDITED) (In millions)
	Three Months Ended												Year Ended
	December 31,								September 30,				December 31,
	2025				2024				2025				2025				2024
Revenue:
United States	$	765			$	451			$	527			$	2,294			$	1,880
Canada		51				66				53				214				253
International		143				54				54				312				240
Total revenue	$	959			$	571			$	634			$	2,820			$	2,373

U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) TO NON-GAAP RECONCILIATIONS

In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) adjusted gross profit, (ii) adjusted gross profit as a percentage of revenue, (iii) adjusted earnings before interest, taxes, depreciation and amortization and excluding other costs (Adjusted EBITDA), (iv) Adjusted EBITDA as a percentage of revenue, (v) adjusted net (loss) income attributable to DNOW Inc., (vi) adjusted diluted earnings per share attributable to DNOW Inc. stockholders, (vii) net debt and (viii) net debt leverage ratio. We use these non-GAAP financial measures to evaluate and manage the Company’s operations because we believe they provide useful supplemental information regarding the financial performance of our business. These non-GAAP financial measures are not intended to replace the GAAP financial measures. The Company defines Adjusted Gross profit as revenue, less cost of products, plus amortization of intangibles, plus inventory-related charges incremental to normal operations, plus transaction costs associated with acquisitions, such as inventory fair value step-up or write-downs and plus or minus the impact of our LIFO inventory costing methodology. We define Adjusted EBITDA as net (loss) income plus interest, taxes, depreciation and amortization and excluding other costs, such as stock-based compensation, restructuring and exit costs, transaction related charges, long-lived asset impairments (including goodwill and intangible assets), inventory-related charges incremental to normal operations and plus or minus the impact of our LIFO inventory costing methodology. Transaction-related charges include transaction costs, inventory fair value step-up, retention bonus accruals and integration expenses associated with acquisitions. We define Net Debt as total long-term debt, including current portion, minus cash. We define our net debt leverage ratio as Net Debt divided by trailing twelve months Adjusted EBITDA. The Company believes Net Debt is an indicator of the extent to which the Company’s outstanding debt obligations could be satisfied by cash on hand and a useful metric for investors to evaluate the Company’s leverage position. We believe the net debt leverage ratio is a commonly used metric that management and investors use to assess the borrowing capacity of the Company. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in the schedules herein. Totals in the schedules herein may not foot due to rounding.

GROSS PROFIT TO ADJUSTED GROSS PROFIT RECONCILIATION (UNAUDITED) (In millions)
	Three Months Ended																				Year Ended
	December 31,													September 30,							December 31,
	2025			As a % of revenue			2024			As a % of revenue				2025			As a % of revenue				2025			As a % of revenue			2024			As a % of revenue
Gross profit, as reported	$	68		7.1		%	$	133		23.3		%		$	143		22.6		%		$	478		17.0		%	$	531		22.4		%
Amortization of intangibles		5						2							2							11						7
Increase in LIFO reserve		9						—							2							27						4
Inventory-related transaction charges		135						1							—							135						7
Adjusted Gross Profit	$	217		22.6		%	$	136		23.8		%		$	147		23.2		%		$	651		23.1		%	$	549		23.1		%

NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. TO ADJUSTED EBITDA RECONCILIATION (UNAUDITED) (In millions)
	Three Months Ended																				Year Ended
	December 31,													September 30,							December 31,
	2025			As a % of revenue			2024 (1)			As a % of revenue				2025 (1)			As a % of revenue				2025			As a % of revenue			2024 (1)			As a % of revenue
Net (loss) income attributable to DNOW Inc.	$	(147	)	(15.3		)%	$	23		4.0		%		$	23		3.6		%		$	(89	)	(3.2		)%	$	78		3.3		%
Net income attributable to noncontrolling interest		—						—							—							1						1
Interest expense (income), net		4						(2	)						—							2						(6	)
Income tax (benefit) provision		(29	)					7							7							(12	)					31
Depreciation and amortization		20						10							11							52						34
Increase in LIFO reserve		9						—							2							27						4
Stock-based compensation (2)		4						4							4							15						13
Transaction-related charges (3)		51						2							4							62						6
Impairment and other charges (4)		12						1							—							12						6
Inventory-related transaction charges (5)		135						1							—							135						7
Restructuring and exit costs (3)		—						—							—							2						2
Other (6)		2						(1	)						—							2						—
Adjusted EBITDA	$	61		6.4		%	$	45		7.9		%		$	51		8.0		%		$	209		7.4		%	$	176		7.4		%

(1)	The year ended December 31, 2024 includes a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $3 million. The three months ended September 30, 2025 includes a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $2 million.
(2)	For the three months and year ended December 31, 2025, stock-based compensation excludes $13 million and $14 million, respectively, as such amounts were reported in transaction-related charges. For the three months ended September 30, 2025, stock-based compensation excludes less than $1 million, as such amounts were reported in transaction-related charges.
(3)	Transaction-related charges and restructuring and exit costs are included in selling, general and administrative expenses.
(4)	For the three months and year ended December 31, 2025, impairment and other charges included $12 million of foreign currency translation losses as a result of substantially completing the liquidation of certain foreign subsidiaries in the International segment. For the three months and year ended December 31, 2024, impairment and other charges included $1 million and $6 million, respectively, of International restructuring charges for foreign currency translation losses.
(5)	Inventory-related transaction charges are included in cost of products. For the three months and year ended December 31, 2025, inventory-related transaction charges included $135 million of charges related to inventory step-up. For the year ended December 31, 2024, inventory-related transaction charges included $5 million of transaction-related charges, coupled with $2 million of inventory write-downs.
(6)	For the three months and year ended December 31, 2025, other costs included $2 million related to foreign currency losses.

NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED) (In millions)
	Three Months Ended												Year Ended
	December 31,								September 30,				December 31,
	2025				2024 (1)				2025 (1)				2025				2024 (1)
Net (loss) income attributable to DNOW Inc.	$	(147	)		$	23			$	23			$	(89	)		$	78
Increase in LIFO reserve		9				—				2				27				4
Transaction-related charges		51				2				4				62				6
Impairment and other charges		12				1				—				12				6
Inventory-related transaction charges		135				1				—				135				7
Restructuring and exit costs		—				—				—				2				2
Tax benefit(2)		(37	)			—				(1	)			(45	)			(3	)
Adjusted net income attributable to DNOW Inc.	$	23			$	27			$	28			$	104			$	100

(1)	The year ended December 31, 2024 and the three months ended September 30, 2025 include a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $3 million and $2 million, respectively.
(2)	The tax effect of non-GAAP reconciling items is calculated based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and applying the specific tax rate or tax treatment to each item.

DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED)

	Three Months Ended												Year Ended
	December 31,								September 30,				December 31,
	2025				2024				2025 (1)				2025				2024 (1)
Diluted (loss) earnings per share attributable to DNOW Inc. stockholders	$	(0.95	)		$	0.21			$	0.21			$	(0.76	)		$	0.71
Increase in LIFO reserve		0.06				—				0.02				0.22				0.04
Transaction-related charges		0.33				0.02				0.04				0.53				0.06
Impairment and other charges		0.08				0.01				—				0.10				0.05
Inventory-related transaction charges		0.87				0.01				—				1.14				0.06
Restructuring and exit costs		—				—				0.01				0.01				0.02
Tax benefit(2)		(0.24	)			—				(0.02	)			(0.38	)			(0.03	)
Adjusted diluted earnings per share attributable to DNOW Inc. stockholders	$	0.15			$	0.25			$	0.26			$	0.86			$	0.91

(1)	The year ended December 31, 2024 and the three months ended September 30, 2025 include a change in accounting principle adjustment decreasing the previously reported diluted earnings per share attributable to DNOW Inc. stockholders by $0.03 and $0.02, respectively.
(2)	The tax effect of non-GAAP reconciling items is calculated based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and applying the specific tax rate or tax treatment to each item.

LONG-TERM DEBT TO NET DEBT AND NET DEBT LEVERAGE RATIO CALCULATION (UNAUDITED) (In millions)
		December 31,
		2025
Long-term debt		$	411
Plus: current portion of debt obligations			—
Total debt			411
Less: cash			164
Net Debt		$	247
Net Debt		$	247
Adjusted EBITDA			209
Net Debt Leverage Ratio		1.2x

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260220721495/en/

Mark Johnson

Senior Vice President and Chief Financial Officer

(281) 823-4754

Source: DNOW