DNOW (DNOW) officer receives stock grant of 61,674 shares in award

Rhea-AI Filing Summary

Johnson Mark B reported acquisition or exercise transactions in this Form 4 filing.

DNOW Inc. reported that officer Mark B. Johnson received a grant of 61,674 shares of common stock on February 23, 2026, at no per-share cost as a stock award. Following this grant, his directly held ownership increased to 290,220 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)
02/23/2026

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		61,674	A	$0	290,220	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:

Remarks:

Senior Vice President and Chief Financial Officer

	/s/ Raymond W. Chang, as attorney-in-fact	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).
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FAQ

What insider transaction did DNOW (DNOW) report for Mark B. Johnson?

DNOW reported that officer Mark B. Johnson received a grant of 61,674 shares of common stock. The award was recorded at a price of $0.0000 per share, indicating a stock-based grant rather than an open-market purchase.

How many DNOW (DNOW) shares does Mark B. Johnson own after this grant?

After the stock grant, Mark B. Johnson directly holds 290,220 DNOW common shares. This total reflects his ownership immediately following the February 23, 2026 award of 61,674 shares reported in the insider transaction filing.

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

The transaction was a grant or award acquisition, not an open-market purchase. It was reported with transaction code A, described as a grant, award, or other acquisition, and carried a per-share price of $0.0000 in the filing data.

Did Mark B. Johnson sell any DNOW (DNOW) shares in this insider filing?

No, the insider filing shows only an acquisition through a grant of 61,674 shares. The transaction summary lists one acquisition and zero dispositions or sales, indicating no reported selling activity by Mark B. Johnson in this event.

What does transaction code A mean in the DNOW (DNOW) insider report?

Transaction code A in the DNOW insider report indicates a grant, award, or other acquisition of securities. In this case, it reflects a stock-based award of 61,674 common shares to officer Mark B. Johnson rather than a market purchase.