DNOW (DNOW) officer logs share award and tax withholding transactions

Rhea-AI Filing Summary

DNOW Inc. officer Mark B. Johnson reported equity compensation activity in common stock. He received a grant or award of 20,999 shares for no cash consideration upon satisfaction of performance criteria. To cover tax withholding on vesting of restricted and performance shares, 12,264 shares and 8,264 shares were disposed of at $13.23 per share through share withholding, a non‑open‑market method. Following these transactions, he directly owned 228,546 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^*

Johnson Mark B

(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		12,264(1)	D	$13.23	215,811	D
Common stock	02/20/2026		A		20,999	A	(2)	236,810	D
Common stock	02/20/2026		F		8,264(3)	D	$13.23	228,546	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:

Senior Vice President and Chief Financial 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 did DNOW (DNOW) insider Mark B. Johnson report in this Form 4?

Mark B. Johnson reported equity compensation-related transactions in DNOW common stock. He received 20,999 shares as a performance-based award and had shares withheld to cover tax liabilities on vesting of restricted and performance share awards.

How many DNOW (DNOW) shares did Mark B. Johnson acquire in this filing?

He acquired 20,999 DNOW common shares as a grant or award for no cash consideration. The footnotes state these shares were received when performance criteria were satisfied under a performance share award program.

Were any of Mark B. Johnson’s DNOW (DNOW) transactions open-market sales?

The Form 4 shows no open-market sales. The two “F” coded transactions represent shares withheld from vesting of restricted and performance shares to satisfy tax withholding obligations, not discretionary market sales of DNOW stock.

At what price were DNOW (DNOW) shares withheld for taxes in this Form 4?

Shares withheld to satisfy tax withholding liabilities were valued at $13.23 per share. This price applied to both tax-withholding dispositions tied to vesting of restricted shares and vesting of performance award shares reported in the filing.

How many DNOW (DNOW) shares were withheld for Mark B. Johnson’s tax obligations?

A total of 12,264 shares were withheld from restricted share vesting and 8,264 shares from performance award vesting. Both sets of DNOW shares were used to satisfy tax withholding liabilities, according to the footnotes.

What is Mark B. Johnson’s DNOW (DNOW) share ownership after these transactions?

After the reported grant and tax-withholding dispositions, Mark B. Johnson directly owned 228,546 DNOW common shares. This figure reflects his updated direct beneficial ownership immediately following the last transaction on the reported date.