Equity awards and tax-withheld shares reported by DNOW (DNOW) officer

Rhea-AI Filing Summary

DNOW Inc. officer Kelly T. Munson reported equity-compensation related transactions in DNOW common stock. On February 20, 2026, Munson received 15,000 shares at $0.0000 per share as a grant upon satisfaction of performance criteria, increasing directly held stock. On the same date, DNOW withheld 8,760 shares and 5,903 shares at $13.23 per share from vesting restricted and performance awards to cover tax liabilities. After these transactions, Munson directly owned 143,262 DNOW shares, with an additional 156 shares held indirectly through a 401(k) plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Munson Kelly T.

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common stock	8,760	$13.23	$116K
Grant/Award	Common stock	15,000	$0.00	--
Tax Withholding	Common stock	5,903	$13.23	$78K
holding	Common stock	--	--	--

Holdings After Transaction: Common stock — 134,165 shares (Direct); Common stock — 156 shares (Indirect, By 401k)

Footnotes (1)

1. Represents the number of shares withheld from the vesting of restricted shares to satisfy tax withholding liability. These shares were received for no consideration upon the satisfaction of performance criteria underlying an award of performance shares. Represents the number of shares withheld from the vesting of performance award shares to satisfy tax withholding liability.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
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hours per response:			0.5

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)
02/20/2026

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	02/20/2026		F		8,760(1)	D	$13.23	134,165	D
Common stock	02/20/2026		A		15,000	A	(2)	149,165	D
Common stock	02/20/2026		F		5,903(3)	D	$13.23	143,262	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:

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

2. These shares were received for no consideration upon the satisfaction of performance criteria underlying an award of performance shares.

3. Represents the number of shares withheld from the vesting of performance award shares to satisfy tax withholding liability.

Remarks:

Chief Administrative & Information Officer

	/s/ Raymond W. Chang, as attorney-in-fact	02/24/2026
	** 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 transactions did DNOW (DNOW) report for Kelly T. Munson?

DNOW reported that officer Kelly T. Munson received a grant of 15,000 common shares and had 14,663 shares withheld to cover tax liabilities upon vesting of restricted and performance awards, all dated February 20, 2026, under direct ownership.

Was the DNOW (DNOW) insider transaction a purchase or a grant?

The primary DNOW transaction was a grant of 15,000 common shares at $0.0000 per share upon meeting performance criteria, not an open-market purchase, according to the Form 4 and related footnotes describing a performance share award vesting.

Why were DNOW (DNOW) shares disposed of in Kelly T. Munson’s Form 4?

The dispositions reflect tax-withholding, not open-market sales. DNOW withheld 8,760 restricted shares and 5,903 performance award shares at $13.23 per share to satisfy tax liabilities arising from the vesting of those equity awards on February 20, 2026.

How many DNOW (DNOW) shares does Kelly T. Munson own after these transactions?

After the reported transactions, Kelly T. Munson directly owned 143,262 DNOW common shares. The filing also shows 156 additional shares held indirectly through a 401(k) plan, reflecting retirement-plan holdings separate from the main directly owned position.

What does the $13.23 price mean in the DNOW (DNOW) Form 4 filing?

The $13.23 figure is the price used for shares withheld to cover tax liabilities. DNOW withheld 8,760 and 5,903 shares at $13.23 per share from vesting restricted and performance awards, rather than selling shares into the open market for cash proceeds.

Are DNOW (DNOW) insider transactions related to a 401(k) plan disclosed?

Yes. The Form 4 notes an indirect holding of 156 DNOW shares "By 401k." This entry reflects shares held in a retirement plan, with no specific buy or sell transaction code disclosed in the excerpt for that 401(k)-related position.