STOCK TITAN

DNOW Q3 revenue hits $1.34B; diluted EPS falls to $0.14

Diluted earnings per share was $0.14, compared with $0.21 a year earlier, while quarterly share repurchases totaled $17 million.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

DNOW Inc. reported third-quarter 2026 revenue of $1,337 million, compared with $634 million in the third quarter of 2025. Net income attributable to DNOW was $26 million, versus $23 million, while diluted earnings per share was $0.14, compared with $0.21.

Adjusted EBITDA, a non-GAAP measure, was $76 million versus $51 million; adjusted net income attributable to DNOW was $34 million versus $28 million. Gross profit was $265 million, or 19.8% of revenue, compared with $143 million, or 22.6%; adjusted gross profit was 21.2% of revenue, versus 23.2%. Operating cash flow was $120 million, versus $43 million.

At September 30, 2026, cash was $112 million, long-term debt was $377 million, net debt was $265 million, and the net debt leverage ratio was 1.1x. DNOW repurchased $17 million of common stock during the quarter and $92 million year-to-date under its $160 million share repurchase program.

4 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

How the balance works

Positive

  • Moderate pointRevenue was $1,337 million, compared with $634 million in the third quarter of 2025.
  • Moderate pointNet income attributable to DNOW was $26 million, versus $23 million a year earlier.
  • Moderate pointAdjusted EBITDA was $76 million, compared with $51 million in the third quarter of 2025.
  • Moderate pointOperating cash flow was $120 million, versus $43 million in the third quarter of 2025.

Negative

  • Moderate pointDiluted earnings per share was $0.14, compared with $0.21 in the third quarter of 2025.

Filing Explained

The completed third-quarter release also reports a net loss attributable to DNOW for the nine months ended September 30, 2026, despite $26 million of third-quarter net income; the reported quarterly profit therefore came within a still-loss-making year-to-date period.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $1,337 million Third quarter ended September 30, 2026; $634 million in the third quarter of 2025
Net income attributable to DNOW $26 million Third quarter ended September 30, 2026; $23 million in the third quarter of 2025
Diluted earnings per share $0.14 Third quarter ended September 30, 2026; $0.21 in the third quarter of 2025
Adjusted EBITDA $76 million Third quarter ended September 30, 2026; $51 million in the third quarter of 2025
Cash flow from operating activities $120 million Third quarter ended September 30, 2026; $43 million in the third quarter of 2025
Net debt $265 million At September 30, 2026
Net Debt Leverage Ratio 1.1x At September 30, 2026
Common stock repurchases $17 million Third quarter of 2026
Adjusted EBITDA financial
"Adjusted EBITDA was $76 million, or 5.7% of revenue"
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.
Net Debt Leverage Ratio financial
"Net Debt divided by trailing twelve months Adjusted EBITDA"
Net debt leverage ratio measures how many years of a company’s core earnings would be needed to pay off its debt after accounting for cash on hand, calculated by dividing net debt (total debt minus cash) by annual operating earnings. Investors use it like a household debt-to-income check: a lower number means the company is in a stronger position to handle obligations and take risks, while a higher number signals greater financial strain and vulnerability to shocks.
LIFO inventory costing methodology financial
"plus or minus the impact of our LIFO inventory costing methodology"
Free Cash Flow financial
"We define Free Cash Flow as net cash provided by (used in) operating activities"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Revenue $1,337 million Compared with $634 million in the third quarter of 2025
Net income attributable to DNOW $26 million Compared with $23 million in the third quarter of 2025
Diluted earnings per share $0.14 Compared with $0.21 in the third quarter of 2025
Adjusted EBITDA $76 million Compared with $51 million in the third quarter of 2025
Cash flow from operating activities $120 million Compared with $43 million in the third quarter of 2025

FAQ

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

What was DNOW's revenue in the third quarter of 2026?

DNOW reported $1,337 million in revenue for the third quarter of 2026, compared with $634 million in the third quarter of 2025.

What were DNOW's diluted earnings per share for the third quarter of 2026?

Diluted earnings per share was $0.14 for the third quarter of 2026, compared with $0.21 in the third quarter of 2025.

How much stock did DNOW repurchase in the third quarter of 2026?

DNOW repurchased $17 million of common stock during the quarter and $92 million year-to-date under its $160 million share repurchase program.

What was DNOW's net debt leverage ratio at September 30, 2026?

DNOW reported a 1.1x net debt leverage ratio at September 30, 2026. The company defines the ratio as net debt divided by trailing twelve months Adjusted EBITDA; its reported figures were $265 million of net debt and $236 million of trailing twelve months Adjusted EBITDA.

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

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false000159961700015996172026-11-052026-11-05

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 05, 2026

 

 

DNOW INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

img263993493_0.jpg

 

Delaware

001-36325

46-4191184

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

7402 North Eldridge Parkway

 

Houston, Texas

 

77041

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 281 823-4700

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01

 

DNOW

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 2.02 Results of Operations and Financial Condition.

On November 5, 2026, DNOW Inc. issued a press release announcing earnings for the quarter ended September 30, 2026 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:

99.1

DNOW Inc. press release dated November 5, 2026 announcing the earnings results for the third quarter ended September 30, 2026.

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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.

 

 

 

DNOW INC.

 

 

 

 

Date:

November 5, 2026

By:

/s/ Raymond W. Chang

 

 

 

Raymond W. Chang

 

 

 

Vice President & General Counsel

 


img267549235_0.jpg

Earnings Conference Call

November 5, 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

DNOW Reports Third Quarter 2026 Results

HOUSTON, TX, November 5, 2026 – DNOW Inc. (NYSE: DNOW) announced results for the third quarter ended September 30, 2026.

Recent Capital Allocation

•
Repurchased $17 million of common stock in the third quarter of 2026 and $92 million year-to-date under the Company's $160 million share repurchase program

Third Quarter 2026 Highlights

•
Revenue was $1,337 million
•
Gross profit was $265 million, or 19.8% of revenue, and adjusted gross profit was $283 million, or 21.2% of revenue
•
Net income attributable to DNOW Inc. was $26 million, or $0.14 per diluted share, and adjusted net income attributable to DNOW Inc. was $34 million, or $0.18 per diluted share
•
Adjusted EBITDA was $76 million, or 5.7% of revenue
•
Cash flow from operating activities was $120 million
•
Cash and cash equivalents was $112 million and total long-term debt was $377 million at September 30, 2026, resulting in net debt of $265 million, or a net debt leverage ratio of 1.1 times

 

David Cherechinsky, President and CEO of DNOW Inc., added, “Our team delivered another quarter of outstanding execution, generating third quarter Adjusted EBITDA of $76 million, nearly double our first quarter results, reflecting broad-based strength across the company. Sales increased sequentially in all three geographic segments, with solid growth in the downstream, industrial and midstream businesses, with the gas utilities business achieving its highest quarterly revenue in three years.

Cash flow from operating activities was incredibly strong at $120 million, fueled by substantial improvements in working capital velocity. As a result, we further strengthened our balance sheet, reducing our net debt leverage ratio to 1.1 times, enhancing our financial flexibility to capitalize on future opportunities. We also remained disciplined in our approach to capital allocation, repurchasing $17 million of DNOW shares during the quarter. Year-to-date repurchases totaled $92 million through September, exceeding the combined amount returned through share repurchases over the prior eleven quarters by 24 percent. This demonstrates our confidence in the business and our commitment to delivering value to shareholders.

Most importantly, these results reflect the foundational dedication, expertise and customer focus of our teams across the organization. Their unwavering commitment to supporting our customers, deepening supplier partnerships and executing with excellence every day continues to be a key driver of our success.

With an even stronger balance sheet, improving end-market fundamentals and positive outlook across our business, we believe we are well positioned to continue gaining share, expanding profitability and creating long-term value for our customers, employees and shareholders. I am excited about the opportunities ahead and confident in our ability to build on this momentum as we move forward.”

Prior to the earnings conference call a presentation titled “DNOW Third Quarter 2026 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 5,050 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, gas utilities, midstream, downstream 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.

1


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.

 

Contact:

Mark Johnson

Senior Vice President and Chief Financial Officer

(281) 823-4754

2


 

DNOW INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share and par value)

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

112

 

 

$

164

 

Receivables, net

 

 

878

 

 

 

874

 

Inventories, net

 

 

988

 

 

 

1,192

 

Prepaid and other current assets

 

 

55

 

 

 

48

 

Total current assets

 

 

2,033

 

 

 

2,278

 

Property, plant and equipment, net

 

 

253

 

 

 

264

 

Operating right-of-use assets

 

 

140

 

 

 

160

 

Deferred income tax assets

 

 

10

 

 

 

11

 

Goodwill

 

 

709

 

 

 

617

 

Intangibles, net

 

 

550

 

 

 

565

 

Other assets

 

 

24

 

 

 

29

 

Total assets

 

$

3,719

 

 

$

3,924

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

708

 

 

$

653

 

Accrued liabilities

 

 

255

 

 

 

300

 

Other current liabilities

 

 

15

 

 

 

21

 

Total current liabilities

 

 

978

 

 

 

974

 

Long-term debt

 

 

377

 

 

 

411

 

Long-term operating lease liabilities

 

 

102

 

 

 

129

 

Deferred income tax liabilities

 

 

75

 

 

 

99

 

Other long-term liabilities

 

 

66

 

 

 

73

 

Total liabilities

 

 

1,598

 

 

 

1,686

 

Commitments and contingencies

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

Common stock - par value $0.01; 330 million shares authorized; 180,320,779 and 186,125,254 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

 

 

2

 

 

 

2

 

Additional paid-in capital

 

 

3,117

 

 

 

3,193

 

Accumulated deficit

 

 

(875

)

 

 

(836

)

Accumulated other comprehensive loss

 

 

(127

)

 

 

(126

)

DNOW Inc. stockholders' equity

 

 

2,117

 

 

 

2,233

 

Noncontrolling interests

 

 

4

 

 

 

5

 

Total stockholders' equity

 

 

2,121

 

 

 

2,238

 

Total liabilities and stockholders' equity

 

$

3,719

 

 

$

3,924

 

 

3


 

DNOW INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share data)

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

2026

 

 

2025

 

 

2026

 

2026

 

 

2025

 

Revenue

$

1,337

 

 

$

634

 

 

$

1,307

 

 

$

3,827

 

 

$

1,861

 

Cost of products

 

1,072

 

 

 

491

 

 

 

1,064

 

 

 

3,126

 

 

 

1,451

 

Gross profit

 

265

 

 

 

143

 

 

 

243

 

 

 

701

 

 

 

410

 

Selling, general and administrative expenses

 

232

 

 

 

112

 

 

 

238

 

 

 

713

 

 

 

333

 

Impairment and other charges

 

—

 

 

 

—

 

 

 

4

 

 

 

4

 

 

 

—

 

Operating profit (loss)

 

33

 

 

 

31

 

 

 

1

 

 

 

(16

)

 

 

77

 

Other expense, net

 

(10

)

 

 

(1

)

 

 

(10

)

 

 

(30

)

 

 

(1

)

Income (loss) before income taxes

 

23

 

 

 

30

 

 

 

(9

)

 

 

(46

)

 

 

76

 

Income tax (benefit) provision

 

(3

)

 

 

7

 

 

 

12

 

 

 

(7

)

 

 

17

 

Net income (loss)

 

26

 

 

 

23

 

 

 

(21

)

 

 

(39

)

 

 

59

 

Net (loss) income attributable to noncontrolling interests

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

Net income (loss) attributable to DNOW Inc.

$

26

 

 

$

23

 

 

$

(21

)

 

$

(39

)

 

$

58

 

Earnings (loss) per share attributable to DNOW Inc. stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.14

 

 

$

0.21

 

 

$

(0.11

)

 

$

(0.21

)

 

$

0.54

 

Diluted

$

0.14

 

 

$

0.21

 

 

$

(0.11

)

 

$

(0.21

)

 

$

0.54

 

Weighted-average common shares outstanding, basic

 

181

 

 

 

105

 

 

 

182

 

 

 

183

 

 

 

105

 

Weighted-average common shares outstanding, diluted

 

182

 

 

 

106

 

 

 

182

 

 

 

183

 

 

 

106

 

 

 

 

4


 

DNOW INC.
SUPPLEMENTAL INFORMATION


BUSINESS SEGMENTS (UNAUDITED)
(In millions)
 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

2026

 

 

2025

 

 

2026

 

2026

 

 

2025

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

1,125

 

 

$

527

 

 

$

1,109

 

 

$

3,219

 

 

$

1,529

 

Canada

 

56

 

 

 

53

 

 

 

47

 

 

 

154

 

 

 

163

 

International

 

156

 

 

 

54

 

 

 

151

 

 

 

454

 

 

 

169

 

Total revenue

$

1,337

 

 

$

634

 

 

$

1,307

 

 

$

3,827

 

 

$

1,861

 

 

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 Income attributable to DNOW Inc., (vi) Adjusted Diluted Earnings Per Share Attributable to DNOW Inc. Stockholders, (vii) Net Debt, (viii) Net Debt Leverage Ratio and (ix) Free Cash Flow. 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 related adjustments associated with acquisitions, such as inventory fair value step-up or write-downs and plus or minus the impact of our Last-In, First-Out (“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 adjustments, net, inventory-related charges incremental to normal operations, long-lived asset impairments (including goodwill and intangible assets) and plus or minus the impact of our LIFO inventory costing methodology. Transaction-related adjustments, net include transaction costs and recoveries, 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. We define Free Cash Flow as net cash provided by (used in) operating activities adjusted for purchases of property, plant and equipment. The Company believes Free Cash Flow is a useful metric for investors to measure a company's financial flexibility and ability to generate cash after considering normal operating expenses and capital expenditures. 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

 

 

Nine months ended

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

2026

 

As a % of revenue

 

2025

 

As a % of revenue

 

 

2026

 

As a % of revenue

 

 

2026

 

As a % of revenue

 

2025

 

As a % of revenue

 

Gross profit, as reported

$

265

 

 

19.8

%

$

143

 

 

22.6

%

 

$

243

 

 

18.6

%

 

$

701

 

 

18.3

%

$

410

 

 

22.0

%

Amortization of intangibles

 

7

 

 

 

 

2

 

 

 

 

 

7

 

 

 

 

 

20

 

 

 

 

6

 

 

 

Increase in LIFO reserve

 

11

 

 

 

 

2

 

 

 

 

 

19

 

 

 

 

 

46

 

 

 

 

18

 

 

 

Inventory-related transaction charges

 

—

 

 

 

 

—

 

 

 

 

 

3

 

 

 

 

 

44

 

 

 

 

—

 

 

 

Adjusted Gross Profit

$

283

 

 

21.2

%

$

147

 

 

23.2

%

 

$

272

 

 

20.8

%

 

$

811

 

 

21.2

%

$

434

 

 

23.3

%

 

5


 

NET INCOME (LOSS) ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED EBITDA RECONCILIATION (UNAUDITED)
(In millions)

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

2026

 

As a % of revenue

 

2025(1)

 

As a % of revenue

 

 

2026

 

As a % of revenue

 

 

2026

 

As a % of revenue

 

2025(1)

 

As a % of revenue

 

Net income (loss) Attributable to DNOW Inc.

$

26

 

 

1.9

%

$

23

 

 

3.6

%

 

$

(21

)

 

(1.6

)%

 

$

(39

)

 

(1.0

)%

$

58

 

 

3.1

%

Net (loss) income Attributable to noncontrolling interests

 

—

 

 

 

 

—

 

 

 

 

 

—

 

 

 

 

 

—

 

 

 

 

1

 

 

 

Interest expense (income), net

 

7

 

 

 

 

—

 

 

 

 

 

9

 

 

 

 

 

24

 

 

 

 

(2

)

 

 

Income tax (benefit) provision

 

(3

)

 

 

 

7

 

 

 

 

 

12

 

 

 

 

 

(7

)

 

 

 

17

 

 

 

Depreciation and amortization

 

24

 

 

 

 

11

 

 

 

 

 

23

 

 

 

 

 

70

 

 

 

 

32

 

 

 

Stock-based compensation (2)

 

6

 

 

 

 

4

 

 

 

 

 

4

 

 

 

 

 

14

 

 

 

 

11

 

 

 

Increase in LIFO reserve

 

11

 

 

 

 

2

 

 

 

 

 

19

 

 

 

 

 

46

 

 

 

 

18

 

 

 

Transaction-related adjustments, net (3)

 

3

 

 

 

 

4

 

 

 

 

 

6

 

 

 

 

 

14

 

 

 

 

11

 

 

 

Inventory-related transaction charges (4)

 

—

 

 

 

 

—

 

 

 

 

 

3

 

 

 

 

 

44

 

 

 

 

—

 

 

 

Impairment and other charges (5)

 

—

 

 

 

 

—

 

 

 

 

 

4

 

 

 

 

 

4

 

 

 

 

—

 

 

 

Restructuring and exit costs (3)

 

—

 

 

 

 

—

 

 

 

 

 

—

 

 

 

 

 

—

 

 

 

 

2

 

 

 

Other (6)

 

2

 

 

 

 

—

 

 

 

 

 

1

 

 

 

 

 

5

 

 

 

 

—

 

 

 

Adjusted EBITDA

$

76

 

 

5.7

%

$

51

 

 

8.0

%

 

$

60

 

 

4.6

%

 

$

175

 

 

4.6

%

$

148

 

 

8.0

%

 

(1)
During the fourth quarter of 2025, the Company changed its inventory valuation method for U.S. inventories from the moving average cost method to the LIFO method. The effects of the change in accounting principle have been retrospectively applied to all periods presented. The three and nine 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 and $14 million, respectively.
(2)
For the three months ended September 30, 2026 and 2025 and June 30, 2026, stock-based compensation excludes less than $1 million, less than $1 million and $1 million, respectively, as such amounts were reported in transaction-related adjustments, net. For the nine months ended September 30, 2026 and 2025, stock-based compensation excludes $2 million and $1 million, respectively, as such amounts were reported in transaction-related adjustments, net.
(3)
Transaction-related adjustments, net and restructuring and exit costs are included in selling, general and administrative expenses.
(4)
Inventory-related transaction charges are included in cost of products. For the three months ended September 30, 2026 and June 30, 2026 and for the nine months ended September 30, 2026, inventory-related transaction charges includes less than $1 million, $3 million and $44 million, respectively, of charges related to inventory step-up and inventory write-downs.
(5)
For the three and nine months ended September 30, 2026, impairment and other charges includes nil and $4 million of impairment charges related to Company’s decision to permanently vacate the leased corporate office in Houston, Texas during the second quarter of 2026, and recognized an impairment of the related operating right-of-use asset.
(6)
For the three months ended September 30, 2026 and June 30, 2026 and for the nine months ended September 30, 2026, other includes $2 million, $1 million and $5 million, respectively, related to foreign currency losses. Foreign currency losses are included in other expense, net.

6


 

NET INCOME (LOSS) ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED)
(In millions)
 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

2026

 

 

2025(1)

 

 

2026

 

2026

 

 

2025(1)

 

Net income (loss) attributable to DNOW Inc.

$

26

 

 

$

23

 

 

$

(21

)

 

$

(39

)

 

$

58

 

Increase in LIFO reserve

 

11

 

 

 

2

 

 

 

19

 

 

 

46

 

 

 

18

 

Transaction-related adjustments, net

 

3

 

 

 

4

 

 

 

6

 

 

 

14

 

 

 

11

 

Inventory-related transaction charges

 

—

 

 

 

—

 

 

 

3

 

 

 

44

 

 

 

—

 

Impairment and other charges

 

—

 

 

 

—

 

 

 

4

 

 

 

4

 

 

 

—

 

Restructuring and exit costs

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2

 

Tax (benefit) provision (2)

 

(6

)

 

 

(1

)

 

 

10

 

 

 

(11

)

 

 

(8

)

Adjusted Net Income Attributable to DNOW Inc.

$

34

 

 

$

28

 

 

$

21

 

 

$

58

 

 

$

81

 

 

(1)
The three and nine 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 and $14 million, respectively.
(2)
The tax effect of non-GAAP reconciling items is based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and is calculated by applying the specific tax rate or tax treatment to each item.

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

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

2026

 

 

2025(1)

 

 

2026

 

2026

 

 

2025(1)

 

Diluted earnings (loss) per share attributable to DNOW Inc. stockholders

$

0.14

 

 

$

0.21

 

 

$

(0.11

)

 

$

(0.21

)

 

$

0.54

 

Increase in LIFO reserve

 

0.06

 

 

 

0.02

 

 

 

0.10

 

 

 

0.25

 

 

 

0.17

 

Transaction-related adjustments, net

 

0.02

 

 

 

0.04

 

 

 

0.03

 

 

 

0.07

 

 

 

0.10

 

Inventory-related transaction charges

 

—

 

 

 

—

 

 

 

0.02

 

 

 

0.24

 

 

 

—

 

Impairment and other charges

 

—

 

 

 

—

 

 

 

0.02

 

 

 

0.02

 

 

 

—

 

Restructuring and exit costs

 

—

 

 

 

0.01

 

 

 

—

 

 

 

—

 

 

 

0.02

 

Tax (benefit) provision (2)

 

(0.04

)

 

 

(0.02

)

 

 

0.06

 

 

 

(0.06

)

 

 

(0.08

)

Adjusted Diluted Earnings Per Share Attributable to DNOW Inc. Stockholders

$

0.18

 

 

$

0.26

 

 

$

0.12

 

 

$

0.31

 

 

$

0.75

 

 

(1)
The three and nine months ended September 30, 2025 includes a change in accounting principle adjustment decreasing the previously reported diluted earnings per share attributable to DNOW Inc. stockholders by $0.02 and $0.12, respectively.
(2)
The tax effect of non-GAAP reconciling items is based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and is calculated by applying the specific tax rate or tax treatment to each item.

 

7


 

LONG-TERM DEBT TO NET DEBT AND NET DEBT LEVERAGE RATIO CALCULATION (UNAUDITED)
(In millions)

 

 

 

September 30,

 

 

 

2026

 

Long-term debt

 

$

377

 

Plus: current portion of debt obligations

 

 

—

 

Total debt

 

 

377

 

Less: cash

 

 

112

 

Net Debt

 

$

265

 

 

 

 

 

Net Debt

 

$

265

 

Trailing twelve months Adjusted EBITDA

 

 

236

 

Net Debt Leverage Ratio

 

1.1x

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)

(In millions)

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

September 30,

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2026

 

 

2026

 

 

2025

 

 

2025

 

 

2026

 

 

2025

 

Net cash provided by (used in) operating activities

 

$

120

 

 

$

133

 

 

$

(95

)

 

$

83

 

 

$

43

 

 

$

158

 

 

$

72

 

Less: purchases of property, plant and equipment

 

 

(14

)

 

 

(9

)

 

 

(8

)

 

 

(7

)

 

 

(4

)

 

 

(31

)

 

 

(14

)

Free Cash Flow

 

$

106

 

 

$

124

 

 

$

(103

)

 

$

76

 

 

$

39

 

 

$

127

 

 

$

58

 

 

8


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