Welcome to our dedicated page for Now SEC filings (Ticker: DNOW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
DNOW Inc. filings document operating results, governance matters, capital structure, and material events for an energy and industrial solutions distributor listed on the New York Stock Exchange under the DNOW symbol. Recent 8-K reports furnish earnings releases and conference-call materials, while proxy disclosures cover board governance, shareholder voting matters, compensation, and related annual-meeting information.
The filing record also documents completed acquisition activity, including MRC Global financial statements and pro forma combined financial information filed by amendment after the transaction closed. Other material-event disclosures cover credit agreements, debt financing, share repurchase authorization context, registered common stock, director succession matters, and exhibits supporting financial and corporate disclosures.
DNOW Inc. reported fourth-quarter and full-year 2025 results and highlighted the completed merger with MRC Global Inc. Full-year 2025 revenue reached $2.82 billion, up from $2.37 billion in 2024, reflecting growth across its energy and industrial distribution business.
Despite higher revenue, DNOW posted a full-year GAAP net loss of $89 million versus net income of $78 million in 2024, largely driven by fourth-quarter charges that contributed to a quarterly net loss of $147 million. Inventory-related transaction charges, LIFO impacts, and other merger-related items weighed on reported profitability.
On an adjusted basis, 2025 was DNOW’s strongest year, with Adjusted EBITDA of $209 million, or 7.4% of revenue, matching the prior year’s margin, and adjusted net income of $104 million compared with $100 million in 2024. Adjusted diluted EPS was $0.86 versus $0.91 a year earlier. Following the merger, total assets rose to $3.92 billion and Net Debt was $247 million, implying a net debt leverage ratio of 1.2x based on trailing twelve months Adjusted EBITDA. Management noted ERP transition challenges at the U.S. MRC Global business but emphasized ongoing integration efforts and expected synergy realization over time.
Wellington Management Group and related entities disclosed a significant ownership position in NOW Inc.12/31/2025, they reported beneficial ownership of 10,813,205 shares, representing about 5.8% of the outstanding shares.
The group reports no sole voting or dispositive power, but shared voting power over 9,468,624 shares and shared dispositive power over 10,813,205 shares. The securities are held on behalf of investment advisory clients in the ordinary course of business and are not held to change or influence control of NOW Inc.
DNOW Inc. executive reports tax-related share withholding and updated equity holdings. VP and Chief Accounting Officer Gillian Anderson had 1,247 shares of common stock withheld on February 7, 2026, coded as an "F" transaction, at a price of $16.76 per share to cover tax obligations from restricted stock vesting.
After this withholding, Anderson beneficially owns 51,705 shares of DNOW common stock, held directly. This total includes 19,971 restricted stock units received in connection with the closing of a merger involving DNOW and MRC Global Inc. These RSUs vest in two tranches, with 12,864 vesting on February 7, 2027 and 7,107 vesting on March 12, 2028, contingent on continued service and subject to possible accelerated vesting in certain circumstances.
The Vanguard Group filed an amended Schedule 13G/A reporting a 10.5% stake in DNOW Inc. common stock. Vanguard reports beneficial ownership of 19,498,204 shares as of 12/31/2025, with shared voting power over 1,434,304 shares and shared dispositive power over all 19,498,204 shares.
Vanguard states the holdings are in the ordinary course of business and not for influencing control of DNOW. It notes that, following an internal realignment on January 12, 2026, certain subsidiaries or business divisions may report beneficial ownership separately, and that its clients have rights to dividends and sale proceeds, with no single client holding more than 5% of the class.
DNOW Inc. filed an amended current report to add detailed financial information related to its completed acquisition of MRC Global Inc. and its subsidiaries. The amendment supplements a prior report from November 6, 2025 by providing MRC Global’s audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, along with interim unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2025 and 2024.
DNOW also included unaudited pro forma condensed combined financial information showing how the combined company’s balance sheet and statements of comprehensive income would look as of September 30, 2025 and for the year ended December 31, 2024 and the nine months ended September 30, 2025. Other disclosures from the original report remain unchanged.
DNOW Inc. director filed a Form 3 initial statement of beneficial ownership. The reporting person directly holds 54,219 shares of common stock.
According to the filing, these shares were received in connection with the closing of the transactions contemplated by the agreement and plan of merger dated June 26, 2025, by and between the Issuer, MRC Global Inc., and other parties. The event date is November 6, 2025. No derivative securities are listed.
DNOW Inc. reported an initial statement of beneficial ownership on Form 3 for a director. The filing lists 54,219 shares of common stock beneficially owned, held directly. According to the explanation, these shares were received in connection with the closing of the transactions contemplated by the agreement and plan of merger dated June 26, 2025 between the Issuer, MRC Global Inc., and other parties. The event date is November 6, 2025. No derivative securities were reported.
DNOW Inc. filed an initial statement of beneficial ownership for its VP and CAO. The officer directly holds 32,981 shares of common stock.
The holdings reflect securities received at the closing of transactions under the June 26, 2025 Merger Agreement among DNOW, MRC Global Inc., and other parties. The reported amount includes 21,161 shares of common stock and 11,820 restricted stock units (RSUs). The RSUs vest as follows: 2,793 on February 7, 2026; 2,120 on March 12, 2026; 2,793 on February 7, 2027; 2,057 on March 12, 2027; and 2,057 on March 12, 2028, each conditioned on continued service and subject to accelerated vesting under certain circumstances.
DNOW Inc. (DNOW) closed its previously announced acquisition of MRC Global, completing a two‑step merger on November 6, 2025.
Concurrently, DNOW executed an Amended and Restated Credit Agreement providing a $850 million revolving credit facility, with an accordion allowing increases by up to $500 million (total commitments up to $1.35 billion), and extending maturity to November 30, 2030. Availability is governed by a borrowing base of eligible receivables, inventory and rental equipment, with guarantees and security across substantially all borrower and guarantor assets. Proceeds will be used in part to repay certain MRC Global debt, cover transaction costs, and for general corporate purposes. A springing fixed charge coverage covenant applies when availability falls below set thresholds.
DNOW expanded its Board to ten directors and appointed George J. Damiris and Ronald L. Jadin. The company also named Gillian Anderson Vice President and Chief Accounting Officer with a $315,000 base salary. DNOW plans to file acquired business financial statements and pro forma financials within 71 days.
DNOW Inc. reported Q3 2025 results with revenue of $634 million and net income of $25 million ($0.23 diluted EPS), up from $606 million and $13 million a year ago. Operating profit rose to $33 million from $23 million.
Year to date, revenue reached $1.861 billion with net income of $72 million ($0.66 diluted EPS). The United States segment led with $527 million Q3 revenue and $28 million operating profit; Canada declined to $53 million revenue and $2 million operating profit; International delivered $54 million revenue and $3 million operating profit, improving versus last year when restructuring charges impacted results.
Liquidity remained strong with $266 million in cash and no borrowings on the $500 million revolver, leaving approximately $487 million in availability. Share repurchases are paused in connection with the pending all‑stock acquisition of MRC Global, in which MRC shareholders would receive 0.9489 DNOW shares per MRC share, anticipated to close in Q4 2025, subject to customary conditions.