DNOW (NYSE: DNOW) files MRC Global results and combined pro forma data
Rhea-AI Filing Summary
DNOW Inc. filed an amended current report to add detailed financial information related to its completed acquisition of MRC Global Inc. and its subsidiaries. The amendment supplements a prior report from November 6, 2025 by providing MRC Global’s audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, along with interim unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2025 and 2024.
DNOW also included unaudited pro forma condensed combined financial information showing how the combined company’s balance sheet and statements of comprehensive income would look as of September 30, 2025 and for the year ended December 31, 2024 and the nine months ended September 30, 2025. Other disclosures from the original report remain unchanged.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the audited consolidated financial statements of MRC Global as of the years ended December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022, (ii) the interim unaudited condensed consolidated financial statements of MRC Global as of September 30, 2025 and for the nine months ended September 30, 2025 and September 30, 2024 and (iii) the unaudited pro forma condensed combined balance sheet of the Company and its subsidiaries as of September 30, 2025, the unaudited pro forma condensed combined statements of comprehensive income for the year ended December 31, 2024 and the nine months ended September 30, 2025 and the related notes. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Report.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. |
The Company is filing: (i) the audited consolidated balance sheets of MRC Global as of the years ended December 31, 2024 and 2023, the audited consolidated statements of operations, the audited consolidated statements of comprehensive income (loss), the audited consolidated statements of stockholders’ equity and the audited consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022, and the related notes thereto, which are attached hereto as Exhibit 99.1 and are incorporated herein by reference; (ii) the interim unaudited condensed consolidated financial statements of MRC Global as of September 30, 2025 and for the nine months ended September 30, 2025 and September 30, 2024, and the related notes thereto, which are attached hereto as Exhibit 99.2 and are incorporated herein by reference; and (iii) the consent of Ernst & Young, LLP, independent registered public accounting firm of MRC Global, which is attached hereto as Exhibit 23.1.
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined balance sheet of the Company and its subsidiaries as of September 30, 2025, the unaudited pro forma condensed combined statements of comprehensive income for the year ended December 31, 2024 and the nine months ended September 30, 2025 and the related notes thereto are filed herewith and attached hereto as Exhibit 99.3, and are incorporated herein by reference.
| (c) | Exhibits. |
| Exhibit No. |
Description | |
| 23.1 | Consent of Ernst & Young LLP, independent auditors for MRC Global Inc. | |
| 99.1 | Audited Consolidated Financial Statements of MRC Global Inc. as of the years ended December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022. | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements of MRC Global Inc. as of and for the nine months ended September 30, 2025 and 2024. | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information of DNOW Inc. as of September 30, 2025, for the year ended December 31, 2024 and for the nine months ended September 30, 2025. | |
| 104 | Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 16, 2026 | DNOW INC. | |||||
| By: | /s/ Raymond Chang | |||||
| Name: | Raymond W. Chang | |||||
| Title: | Vice President & General Counsel | |||||
FAQ
What is DNOW (DNOW) updating with this 8-K/A amendment?
Which MRC Global financial statements did DNOW include in this filing?
What pro forma information did DNOW provide about the MRC Global acquisition?
Does this DNOW amendment change other disclosures from the original report?
Which exhibits are attached to DNOW’s amended report?
Who signed DNOW’s amended current report?
