DNOW (DNOW) director records share awards and tax-withholding disposals

Rhea-AI Filing Summary

DNOW Inc. director and officer David A. Cherechinsky reported equity-related transactions in common stock tied to restricted and performance share awards. On February 20, 2026, he disposed of 52,558 shares and 35,414 shares at $13.23 per share through tax-withholding dispositions related to vesting awards. He also acquired 89,995 shares for no cash consideration upon satisfaction of performance criteria under a performance share award. After these transactions, his directly held common stock positions reported in the filing increased compared with the prior award vesting, reflecting the net impact of award settlement and related tax withholding.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Cherechinsky David A

Role See remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common stock	52,558	$13.23	$695K
Grant/Award	Common stock	89,995	$0.00	--
Tax Withholding	Common stock	35,414	$13.23	$469K

Holdings After Transaction: Common stock — 905,680 shares (Direct)

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

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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^*

Cherechinsky David A

(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)

X	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		52,558(1)	D	$13.23	905,680	D
Common stock	02/20/2026		A		89,995	A	(2)	995,675	D
Common stock	02/20/2026		F		35,414(3)	D	$13.23	960,261	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. 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:

President and Chief Executive 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 David A. Cherechinsky?

DNOW reported that David A. Cherechinsky had equity-related transactions involving restricted and performance share awards. He had shares withheld to cover tax liabilities and received additional common shares upon meeting performance criteria, all reflected as direct ownership changes on February 20, 2026.

Were the DNOW (DNOW) insider share disposals open-market sales?

The share disposals were not open-market sales. They were coded as transaction type F, meaning shares were withheld from vesting awards at $13.23 per share to satisfy tax withholding liabilities, rather than discretionary selling into the market.

How many DNOW (DNOW) shares did David A. Cherechinsky acquire in the Form 4?

He acquired 89,995 DNOW common shares in a grant/award transaction. Footnotes state these shares were received for no consideration when performance criteria under a performance share award were satisfied, increasing his directly held ownership stake in the company.

Why were DNOW (DNOW) shares withheld from David A. Cherechinsky’s awards?

Shares were withheld to cover tax obligations triggered by the vesting of restricted and performance share awards. The Form 4 notes these as tax-withholding dispositions, where shares are delivered back to the issuer instead of paying cash for the associated tax liability.

What price per share was used for DNOW (DNOW) tax-withholding dispositions?

The tax-withholding dispositions were reported at $13.23 per DNOW share. This price was applied to the shares withheld from vesting awards to cover tax liabilities, as reflected in the Form 4’s non-derivative transaction entries coded with transaction code F.