[Form 3] DNOW Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Anderson Gillian

(Last) (First) (Middle)

7402 NORTH ELDRIDGE PARKWAY

(Street)

HOUSTON TX 77041

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2025

3. Issuer Name and Ticker or Trading Symbol
DNOW Inc. [ DNOW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP and CAO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	32,981(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities, which were received in connection with the closing of the transactions contemplated by the agreement and plan of merger, dated June 26, 2025 (the "Merger Agreement"), by and between the Issuer, MRC Global Inc. and the other parties thereto, represent (i) 21,161 shares of common stock and (ii) 11,820 restricted stock units ("RSUs"), each of which entitle the reporting person to receive one share of common stock upon vesting on the following schedule: 2,793 RSUs vest on February 7, 2026, 2,120 RSUs vest on March 12, 2026, 2,793 RSUs vest on February 7, 2027, 2,057 RSUs vest on March 12, 2027 and 2,057 RSUs vest on March 12, 2028, with each vesting conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Gillian Anderson	11/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did DNOW (DNOW) disclose in this Form 3?

An officer (VP and CAO) reported beneficial ownership of 32,981 shares of common stock.

How is the 32,981-share total for DNOW (DNOW) composed?

It includes 21,161 shares of common stock and 11,820 RSUs received at merger closing.

What are the RSU vesting dates for DNOW (DNOW)?

RSUs vest 2/7/2026 (2,793), 3/12/2026 (2,120), 2/7/2027 (2,793), 3/12/2027 (2,057), and 3/12/2028 (2,057).

What conditions apply to the DNOW (DNOW) RSUs?

Each RSU vests upon continued service with the issuer and is subject to accelerated vesting under certain circumstances.

What transaction led to these DNOW (DNOW) securities being reported?

They were received in connection with the closing of transactions under the June 26, 2025 Merger Agreement with MRC Global Inc. and others.

Is the DNOW (DNOW) reporting person a director or 10% owner?

No. The individual is an officer (VP and CAO).