DNOW (DNOW) VP and General Counsel receives 40,242-share stock grant

Rhea-AI Filing Summary

DNOW Inc. reported that its VP and General Counsel, Raymond W. Chang, acquired 40,242 shares of common stock through a grant or award on 2026-02-23. The shares were awarded at a stated price of $0.0000 per share, bringing his directly owned stake to 360,388 common shares.

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^*

Chang Raymond W

(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 General Counsel

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		40,242	A	$0.00	360,388	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:

	/s/ Raymond W. Chang	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 Raymond W. Chang?

DNOW reported that VP and General Counsel Raymond W. Chang received a grant of 40,242 shares of common stock. This award increased his directly owned position to 360,388 shares, reflecting equity-based compensation rather than an open-market stock purchase.

Was the DNOW (DNOW) insider share grant to Raymond W. Chang a purchase?

No, the Form 4 shows a grant or award acquisition, not an open-market purchase. Transaction code “A” indicates shares were awarded at a stated price of $0.0000 per share as part of compensation, rather than bought for cash in the market.

How many DNOW (DNOW) shares does Raymond W. Chang own after this transaction?

After the award, Raymond W. Chang directly owns 360,388 shares of DNOW common stock. This total includes the newly granted 40,242 shares reported in the Form 4, all categorized as directly held, non-derivative equity ownership in the company.

What does transaction code “A” mean in the DNOW (DNOW) Form 4 filing?

Transaction code “A” in the DNOW Form 4 represents a grant, award, or other acquisition. In this case, it reflects 40,242 common shares granted to Raymond W. Chang as equity compensation, rather than a traditional buy or sell transaction in the open market.

What role does Raymond W. Chang hold at DNOW (DNOW) in this Form 4?

In this Form 4, Raymond W. Chang is identified as an officer of DNOW, serving as VP and General Counsel. His reported transaction involves a grant of common stock, aligning his personal equity stake more closely with the company’s long-term performance.