DNOW (DNOW) VP and CAO has 834 shares withheld for tax liability

Rhea-AI Filing Summary

DNOW Inc. VP and Chief Accounting Officer Gillian Anderson reported a disposition of 834 shares of common stock at $11.29 per share on March 12, 2026. The shares were withheld from the vesting of restricted stock to cover tax obligations, and she now directly holds 69,597 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^*

Anderson Gillian

(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 CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		F		834(1)	D	$11.29	69,597	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 vesting of restricted shares to satisfy tax withholding liability.

	/s/ Raymond W. Chang, as attorney in-fact	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did DNOW (DNOW) report for Gillian Anderson?

DNOW reported that VP and CAO Gillian Anderson had 834 shares of common stock withheld on March 12, 2026. The disposition was to satisfy tax withholding related to vesting restricted shares, not an open-market sale, and reflects routine compensation-related activity.

Was the DNOW (DNOW) insider transaction an open-market sale?

No, the 834-share disposition by Gillian Anderson was not an open-market sale. The filing states the shares were withheld from vesting restricted stock to satisfy tax withholding liability, a standard non-market mechanism tied to equity compensation rather than discretionary trading.

At what price were the DNOW (DNOW) shares withheld for taxes?

The 834 DNOW common shares were valued at $11.29 per share for the tax-withholding disposition. This price is used to determine the value of shares withheld to cover the tax liability generated when restricted stock vests for the executive.

How many DNOW (DNOW) shares does Gillian Anderson hold after this transaction?

After the tax-withholding disposition of 834 shares, Gillian Anderson directly holds 69,597 DNOW common shares. This post-transaction balance, reported in the filing, shows she retains a substantial equity position following the routine compensation-related withholding event.

What role does Gillian Anderson hold at DNOW (DNOW)?

Gillian Anderson is identified as a vice president and Chief Accounting Officer at DNOW Inc. Her position explains why she receives restricted stock that vests over time, and why the company withholds shares to cover associated tax liabilities when those awards vest.