Every 8-K that DNOW Inc. (DNOW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DNOW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DNOW filings page.
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.
DNOW Inc. held its Annual Meeting of Stockholders on May 20, 2026, where stockholders voted on directors, auditors, and executive pay. All nine director nominees, including Richard Alario and Sonya Reed, were re-elected to one-year terms expiring in 2027.
Stockholders also ratified KPMG LLP as the independent auditors for 2026, with 170,813,460 votes in favor and minimal opposition. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 155,128,968 votes for and 6,013,091 against, confirming support for current pay practices.
DNOW Inc. reported first quarter 2026 results showing strong revenue but a GAAP loss driven by special charges. Revenue was $1,183 million. Gross profit was $193 million, or 16.3% of revenue, while adjusted gross profit was $256 million, or 21.6%, after adding back items such as amortization, LIFO impacts and inventory-related transaction charges.
The company posted a net loss attributable to DNOW of $44 million, or ($0.24) per diluted share, but on an adjusted basis reported $3 million of net income, or $0.01 per diluted share. Adjusted EBITDA was $39 million, or 3.3% of revenue.
DNOW used cash in operating activities of $95 million and ended March 31, 2026 with $116 million of cash and cash equivalents and $571 million of long-term debt, resulting in a net debt leverage ratio of 2.3x. The company repurchased $50 million of common stock under its $160 million program and completed the $46 million acquisition of Edge Controls to expand automation and controls capabilities.
DNOW Inc. reported that Board member Rodney Eads has informed the company he will not stand for reelection at the 2026 annual meeting of stockholders. He will leave the Board when his current term expires at that meeting.
The company explicitly states that Mr. Eads’ decision is not due to any disagreement with DNOW or its affiliates regarding operations, policies, or practices. The Board expressed appreciation for his dedicated service.
DNOW Inc. reported fourth-quarter and full-year 2025 results and highlighted the completed merger with MRC Global Inc. Full-year 2025 revenue reached $2.82 billion, up from $2.37 billion in 2024, reflecting growth across its energy and industrial distribution business.
Despite higher revenue, DNOW posted a full-year GAAP net loss of $89 million versus net income of $78 million in 2024, largely driven by fourth-quarter charges that contributed to a quarterly net loss of $147 million. Inventory-related transaction charges, LIFO impacts, and other merger-related items weighed on reported profitability.
On an adjusted basis, 2025 was DNOW’s strongest year, with Adjusted EBITDA of $209 million, or 7.4% of revenue, matching the prior year’s margin, and adjusted net income of $104 million compared with $100 million in 2024. Adjusted diluted EPS was $0.86 versus $0.91 a year earlier. Following the merger, total assets rose to $3.92 billion and Net Debt was $247 million, implying a net debt leverage ratio of 1.2x based on trailing twelve months Adjusted EBITDA. Management noted ERP transition challenges at the U.S. MRC Global business but emphasized ongoing integration efforts and expected synergy realization over time.
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.
DNOW Inc. (DNOW) closed its previously announced acquisition of MRC Global, completing a two‑step merger on November 6, 2025.
Concurrently, DNOW executed an Amended and Restated Credit Agreement providing a $850 million revolving credit facility, with an accordion allowing increases by up to $500 million (total commitments up to $1.35 billion), and extending maturity to November 30, 2030. Availability is governed by a borrowing base of eligible receivables, inventory and rental equipment, with guarantees and security across substantially all borrower and guarantor assets. Proceeds will be used in part to repay certain MRC Global debt, cover transaction costs, and for general corporate purposes. A springing fixed charge coverage covenant applies when availability falls below set thresholds.
DNOW expanded its Board to ten directors and appointed George J. Damiris and Ronald L. Jadin. The company also named Gillian Anderson Vice President and Chief Accounting Officer with a $315,000 base salary. DNOW plans to file acquired business financial statements and pro forma financials within 71 days.
DNOW Inc. filed an 8-K stating it furnished a press release announcing earnings for the quarter ended September 30, 2025, and a related conference call. The press release is included as Exhibit 99.1. The company notes the information is furnished under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into other filings except as specifically referenced.
DNOW Inc. filed an update on its planned merger with MRC Global Inc.. The companies previously agreed that MRC Global will first merge into a DNOW subsidiary and then into another DNOW subsidiary, leaving the combined business as a wholly owned subsidiary of DNOW.
The filing states that a key regulatory milestone has been reached: the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on October 6, 2025. This means U.S. antitrust regulators did not move to block or extend review within that period. The transaction still depends on remaining customary closing conditions, required approvals and other regulatory clearances before the mergers can be completed.
DNOW Inc. stockholders approved the issuance of new common shares to MRC Global stockholders in connection with the previously announced merger transactions. At a special meeting held on September 9, 2025, 94,861,039 shares of DNOW common stock were represented in person or by proxy, about 88.6% of the 107,107,602 shares entitled to vote as of August 5, 2025, forming a quorum.
The stock issuance proposal passed with 94,776,670 votes for, 38,288 against, and 46,081 abstaining, clearing the required majority of shares present or represented. An adjournment proposal received 89,217,804 votes for, 5,578,367 against, and 64,868 abstaining but was not needed because the stock issuance proposal already had sufficient support. No other business came before the special meeting.
DNOW entered into a two-step merger agreement to acquire MRC Global, merging MRC Global into a DNOW subsidiary and then into a DNOW LLC subsidiary so the LLC Sub survives as a direct, wholly owned DNOW unit. The companies filed an S-4 registration statement that the SEC declared effective on August 5, 2025, and mailed a definitive joint proxy statement/prospectus beginning August 5, 2025. Shareholder lawsuits and demand letters challenging disclosures are referenced as the "Shareholder Actions." Financial fairness analyses by Goldman Sachs and others produced ranges of implied present values per share: DNOW standalone ranges of $15.70–$18.66 and $15.44–$17.46; pro forma combined company ranges of $17.15–$20.92 and $15.97–$19.75; and MRC Global implied present values of $13.66–$16.78. The document lists sources for SEC filings and investor relations contacts.
DNOW (NYSE:DNOW) filed an 8-K disclosing a definitive Agreement and Plan of Merger with MRC Global. Each MRC share will be exchanged for 0.9489 DNOW shares in an all-stock transaction executed through a two-step merger that will make MRC a wholly-owned subsidiary. Closing hinges on both companies’ shareholder approvals, HSR expiration, other competition clearances, NYSE listing of new shares and an effective Form S-4.
Either party may terminate for a superior offer, triggering a $45.5 million break-up fee and up to $8.5 million in expense reimbursement. The drop-dead date is 26 Jun 2026, extendable twice to 26 Dec 2026 if regulatory approvals are outstanding. DNOW secured a $250 million incremental commitment on its ABL, raising potential capacity to $750 million to support integration liquidity. The post-close board will have ten directors, including two from MRC. A joint press release and investor presentation are furnished as exhibits.