[Form 4] DNOW Inc. Insider Trading Activity

Rhea-AI Filing Summary

DNOW Inc. executive reports tax-related share withholding and updated equity holdings. VP and Chief Accounting Officer Gillian Anderson had 1,247 shares of common stock withheld on February 7, 2026, coded as an "F" transaction, at a price of $16.76 per share to cover tax obligations from restricted stock vesting.

After this withholding, Anderson beneficially owns 51,705 shares of DNOW common stock, held directly. This total includes 19,971 restricted stock units received in connection with the closing of a merger involving DNOW and MRC Global Inc. These RSUs vest in two tranches, with 12,864 vesting on February 7, 2027 and 7,107 vesting on March 12, 2028, contingent on continued service and subject to possible accelerated vesting in certain circumstances.

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

OMB APPROVAL

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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^*

Anderson Gillian

(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)
	VP and CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

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	02/07/2026		F		1,247(1)	D	$16.76	51,705(2)	D

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:

1. Represents the number of shares withheld from the vesting of restricted shares to satisfy tax withholding liability.

2. Includes an additional 19,971 restricted stock units ("RSUs") which were received by the reporting person in connection with the closing of the transactions contemplated by the agreement and plan of merger, dated June 26, 2025, by and between the Issuer, MRC Global Inc. and the other parties thereto. Each RSU entitles the reporting person to receive one share of common stock upon vesting on the following schedule: (i) 12,864 RSUs vest on February 7, 2027 and (ii) 7,107 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.

	/s/ Raymond W. Chang, as attorney-in-fact	02/09/2026
	** 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).
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