DNOW plans Rule 144 resale of executive equity

DNOW Inc. reports a planned sale of common stock under Rule 144 through Morgan Stanley Smith Barney LLC Executive Financial Services.

Rhea-AI Filing Summary

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.

Key Figures

Aggregate value: $1,894,923.43 Related figure: 180,785,891 Performance Shares to be sold: 30,538 shares +2 more

5 metrics

Aggregate value $1,894,923.43 Reported in connection with DNOW common stock securities information

Related figure 180,785,891 Figure reported in the securities information section for DNOW common stock

Performance Shares to be sold 30,538 shares Performance Shares of common stock with grant date 02/22/2025

Stock Option Exercise shares 72,166 shares Common stock associated with Stock Option Exercise dated 08/10/2026

Restricted Stock shares 10,137 shares Restricted Stock of common stock with grant date 02/22/2025

Key Terms

Rule 144, Performance Shares, Restricted Stock, Stock Option Exercise, +1 more

5 terms

Rule 144 regulatory

"planned sale of common stock under Rule 144 through Morgan Stanley"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Performance Shares financial

"planned sale includes 30,538 Performance Shares granted on 02/22/2025"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Restricted Stock financial

"10,137 Restricted Stock shares granted on 02/22/2025"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Stock Option Exercise financial

"72,166 shares from a Stock Option Exercise dated 08/10/2026"

A stock option exercise is the act of using a previously granted right to buy shares of a company's stock at a specific, predetermined price by paying that price and receiving the shares. It matters to investors because exercising changes who owns the shares (which can dilute existing ownership), can trigger taxable events and shift potential gains or losses, and affects voting power and the company’s outstanding share count—like turning a voucher into an actual product that becomes part of circulating supply.

Executive Financial Services financial

"through Morgan Stanley Smith Barney LLC Executive Financial Services"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of transaction did DNOW disclose in this Rule 144-related filing?

DNOW disclosed a planned resale of common stock under Rule 144 through Morgan Stanley Smith Barney LLC Executive Financial Services, involving performance shares, stock options, and restricted stock previously issued by the company.

How many DNOW (DNOW) performance shares are planned for sale?

The filing lists a planned sale of 30,538 Performance Shares of DNOW common stock, with a grant date of 02/22/2025, categorized as issuer-related securities being resold under Rule 144.

What stock option exercise is included in DNOW (DNOW)'s planned sales?

The filing includes 72,166 shares of DNOW common stock associated with a Stock Option Exercise dated 08/10/2026, indicated as being settled in cash in connection with the Rule 144 resale.

How many restricted stock shares of DNOW (DNOW) are covered?

The document lists 10,137 Restricted Stock shares of DNOW common stock, with a grant date of 02/22/2025, as part of the issuer-related equity awards subject to the Rule 144 resale plan.

What is the approximate aggregate value of DNOW (DNOW) shares in this Rule 144 filing?

The securities information reports an aggregate value of about $1,894,923.43 related to DNOW common stock, with a separate figure of 180,785,891 also disclosed in the securities information section.

On which exchange are the DNOW (DNOW) shares involved in this transaction listed?

The DNOW common shares referenced in the Rule 144 resale are listed on the NYSE, as indicated in the securities information section associated with the planned sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 04:24 PM Accepted by SEC EDGAR 08/10/2026 - 04:23 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001730024
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	DNOW INC.
SEC File Number	001-36325
Address of Issuer	7402 North Eldridge Parkway Houston TEXAS 77041
Phone	(281) 823-4700
Name of Person for Whose Account the Securities are To Be Sold	MARK JOHNSON
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	112841	1894923.43	180785891	08/10/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/22/2025	Performance Shares	Issuer			30538	02/22/2025	Not Applicable
Common	08/10/2026	Stock Option Exercise	Issuer			72166	08/10/2026	Cash
Common	02/22/2025	Restricted Stock	Issuer			10137	02/22/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	08/10/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Mark Benjamin Johnson
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)