Now Inc SEC Filings

DNOW Inc. reported an initial statement of beneficial ownership on Form 3 for a director. The filing lists 54,219 shares of common stock beneficially owned, held directly. According to the explanation, these shares were received in connection with the closing of the transactions contemplated by the agreement and plan of merger dated June 26, 2025 between the Issuer, MRC Global Inc., and other parties. The event date is November 6, 2025. No derivative securities were reported.

DNOW Inc. filed an initial statement of beneficial ownership for its VP and CAO. The officer directly holds 32,981 shares of common stock.

The holdings reflect securities received at the closing of transactions under the June 26, 2025 Merger Agreement among DNOW, MRC Global Inc., and other parties. The reported amount includes 21,161 shares of common stock and 11,820 restricted stock units (RSUs). The RSUs vest as follows: 2,793 on February 7, 2026; 2,120 on March 12, 2026; 2,793 on February 7, 2027; 2,057 on March 12, 2027; and 2,057 on March 12, 2028, each conditioned on continued service and subject to accelerated vesting under certain circumstances.

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. reported Q3 2025 results with revenue of $634 million and net income of $25 million ($0.23 diluted EPS), up from $606 million and $13 million a year ago. Operating profit rose to $33 million from $23 million.

Year to date, revenue reached $1.861 billion with net income of $72 million ($0.66 diluted EPS). The United States segment led with $527 million Q3 revenue and $28 million operating profit; Canada declined to $53 million revenue and $2 million operating profit; International delivered $54 million revenue and $3 million operating profit, improving versus last year when restructuring charges impacted results.

Liquidity remained strong with $266 million in cash and no borrowings on the $500 million revolver, leaving approximately $487 million in availability. Share repurchases are paused in connection with the pending all‑stock acquisition of MRC Global, in which MRC shareholders would receive 0.9489 DNOW shares per MRC share, anticipated to close in Q4 2025, subject to customary conditions.

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 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 Inc. (NYSE: DNOW) Q2-25 10-Q highlights: Revenue slipped 0.8% YoY to $628 M, but 1H-25 sales rose 2.6% to $1.227 B. Cost controls kept operating profit essentially flat at $32 M (5.1% margin) and net income attributable to DNOW grew 4% to $25 M; diluted EPS improved to $0.23 from $0.21. A lower 21.9% effective tax rate and share buybacks supported the EPS gain.

Balance sheet & liquidity: Cash was $232 M with zero revolver borrowings; $445 M of ABL availability yields ample liquidity. Working-capital investment drove operating cash flow down to $29 M vs. $102 M LY. Equity stood at $1.161 B and the current ratio at 2.4x. Capex was modest at $10 M; a $8 M Singapore electrical-supply acquisition added $3 M of goodwill.

Strategic actions: On 26 Jun 25 DNOW signed a $1.5 B all-stock merger agreement with MRC Global (0.9489 DNOW shares per MRC share), expected to close Q4-25. The company secured an incremental $250 M ABL commitment (total potential $750 M) to support the deal and has paused its new $160 M share-repurchase program until closing. Year-to-date buybacks total $27 M (1.7 M shares at $15.66).

Segment trends: U.S. revenue +3% YoY on 2024 acquisitions; Canada -14% and International -20% on weaker project activity and FX. Gross margin held steady as product cost declines offset softer volume. Outlook commentary flags commodity-price volatility and rig count weakness, but management expects the MRC transaction and energy-transition exposure to broaden growth drivers.