Equity award gives DNOW (DNOW) officer 28,823 additional shares

Rhea-AI Filing Summary

Munson Kelly T. reported acquisition or exercise transactions in this Form 4 filing.

DNOW Inc. officer Kelly T. Munson received a grant of 28,823 shares of common stock on February 23, 2026. This was recorded as a share award with no purchase price. After the grant, Munson directly held 172,085 common shares, plus 156 shares held indirectly through a 401(k) account.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Munson Kelly T.

(Last) (First) (Middle)

7402 NORTH ELDRIDGE PARKWAY

(Street)

HOUSTON TX 77041

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	02/23/2026		A		28,823	A	$0	172,085	D
Common stock								156	I	By 401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Chief Administrative & Information Officer

	/s/ Raymond W. Chang, as attorney-in-fact	02/25/2026
	** 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 4 (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 insider transaction did DNOW (DNOW) report for Kelly T. Munson?

DNOW reported that officer Kelly T. Munson received a grant of 28,823 shares of common stock. The award was recorded at zero price per share and increased Munson’s direct holdings to 172,085 shares, with an additional 156 shares held indirectly through a 401(k) account.

Was the DNOW insider transaction a purchase or an award of shares?

The DNOW insider activity was an award of shares, not an open-market purchase. The filing classifies the 28,823-share transaction as a grant or other acquisition at a price of 0.0000 per share, indicating equity compensation rather than a cash-funded stock purchase.

How many DNOW shares does Kelly T. Munson hold after the reported Form 4?

After the reported transactions, Kelly T. Munson holds 172,085 DNOW common shares directly. The filing also shows an additional 156 common shares held indirectly through a 401(k) plan, reflecting both direct ownership and retirement-plan-related holdings reported on the same date.

What is the transaction code used in the DNOW Form 4 for Munson’s grant?

The transaction code used is “A”, which indicates a grant, award, or other acquisition. This code confirms the 28,823 DNOW common shares were received as an equity award, not bought or sold in the market, according to the Form 4 classification rules.

Does the DNOW filing show any insider sales by Kelly T. Munson?

The DNOW Form 4 does not show any insider sales by Kelly T. Munson. It reports one acquisition transaction coded as a grant of 28,823 common shares, plus an updated indirect 401(k) position, with no dispositions or sales listed in the transaction summary.