DNOW Inc. SEC Filings

DNOW Inc. President and CEO David A. Cherechinsky exercised stock options for 256,142 shares of common stock on August 10, 2026, at exercise prices of $9.53 and $10.26 per share, and sold the same total number of shares at $16.73 per share in open-market or private transactions. The options referenced in the filing vest in three equal installments, and the transactions were not reported as made under a Rule 10b5-1 trading plan.

DNOW Inc. executive Mark B. Johnson, Senior Vice President and Chief Financial Officer, reported option exercises and related stock sales. On 2026-08-10 he exercised 72,166 Non-Qualified Stock Options for common stock at $9.53 and $10.26 per share, then sold 112,841 common shares at $16.79 per share in open-market or private transactions.

A holder associated with DNOW filed a notice of proposed sale of DNOW common stock under Form 144. The filing lists 256,142 shares of common stock with an aggregate market value of $4,285,639.87, to be sold on or after August 10, 2026 on the NYSE.

The planned sale is tied to stock option exercises with the issuer, involving separate tranches of 198,213 shares and 57,929 shares, each to be exercised for cash on August 10, 2026.

DNOW Inc. reports a planned sale of common stock under Rule 144 through Morgan Stanley Smith Barney LLC Executive Financial Services. The filing lists an aggregate value of approximately $1,894,923.43 tied to these common shares, which are listed on the NYSE. A figure of 180,785,891 is also reported in connection with the securities information.

The planned sales include 30,538 Performance Shares granted on 02/22/2025, 72,166 shares from a Stock Option Exercise dated 08/10/2026 to be settled in cash, and 10,137 Restricted Stock shares granted on 02/22/2025. These transactions are identified as issuer-related awards being resold in compliance with Rule 144.

DNOW Inc. reported much higher scale in 2026 but weaker profitability. Revenue reached $1,307 million in the second quarter and $2,490 million for the first half, compared with $628 million and $1,227 million a year earlier, reflecting the November 2025 MRC Global acquisition and growth across upstream, gas utilities, downstream and midstream customers. Gross profit increased to $243 million in the quarter and $436 million year to date.

Selling, general and administrative expenses rose to $238 million in the quarter and $481 million for the first half, and an impairment charge plus higher other expense led to a net loss attributable to DNOW of $21 million in the quarter and $65 million year to date, versus net income of $14 million and $35 million in 2025; diluted EPS was a loss of $0.11 for the quarter and $0.35 for the first half. Cash declined to $114 million at June 30, 2026 while long‑term debt under the amended $850 million asset‑based credit facility increased to $474 million, with about $358 million of availability. Operating cash flow was $38 million in the first half, alongside $61 million used in investing activities and $24 million used in financing, including $75 million of share repurchases covering 6.1 million shares. DNOW also acquired Edge Controls for approximately $46 million, recording $27 million of goodwill and expanding its automation and controls offering, and continues to manage asbestos‑related and unclaimed‑property matters using accruals and insurance consistent with current assessments.

DNOW Inc. reported second quarter 2026 results, with revenue of $1,307 million and a GAAP net loss attributable to DNOW Inc. of $21 million, or $(0.11) per diluted share. Adjusted net income was $21 million, or $0.12 per diluted share, and Adjusted EBITDA was $60 million, 4.6% of revenue.

Operating cash flow reached $133 million, described as a record second-quarter achievement, driving free cash flow of $124 million. The company repurchased $25 million of stock in the quarter and $75 million year-to-date under a $160 million authorization.

At June 30, 2026, cash and cash equivalents were $114 million and total long-term debt was $474 million, resulting in net debt of $360 million and a Net Debt Leverage Ratio of 1.7x based on trailing twelve months Adjusted EBITDA of $211 million. Management highlighted 10% sequential revenue growth to $1.3 billion, 13% growth in the U.S. segment, and a 54% sequential increase in Adjusted EBITDA, supported by integration, cost management, inventory streamlining and strong collections.

Dimensional Fund Advisors LP reports beneficial ownership of 7,956,916 shares of DNOW Inc common stock, representing 4.4% of the outstanding class for Section 13(d) purposes. It has sole voting power over 7,758,291 shares and sole dispositive power over 7,956,916 shares, with no shared voting or dispositive power.

All reported securities are owned by client funds and accounts for which Dimensional or its subsidiaries act as adviser or manager, and Dimensional disclaims beneficial ownership beyond these regulatory purposes. The funds have rights to dividends and sale proceeds, and no individual fund’s interest exceeds 5% of the class. Dimensional indicates ownership of 5 percent or less of DNOW’s common stock.

Wellington Management Group LLP filed Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership in NOW Inc. The filing lists 19,311,777 shares of common stock and states this equals 10.58% of the class. The cover pages show shared voting power of 13,449,314 and shared dispositive power of 19,311,777, and identify several Wellington entities and investment advisers associated with the reported holdings.

The filing is signed by Matthew Revell as Compliance Manager on 06/05/2026 and describes that these shares are owned of record by clients of the Wellington investment advisers and are reported as beneficially owned through the named holding and adviser entities.