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. filed an 8-K stating it furnished a press release announcing earnings for the quarter ended September 30, 2025, and a related conference call. The press release is included as Exhibit 99.1. The company notes the information is furnished under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into other filings except as specifically referenced.
DNOW Inc. filed an update on its planned merger with MRC Global Inc.. The companies previously agreed that MRC Global will first merge into a DNOW subsidiary and then into another DNOW subsidiary, leaving the combined business as a wholly owned subsidiary of DNOW.
The filing states that a key regulatory milestone has been reached: the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on October 6, 2025. This means U.S. antitrust regulators did not move to block or extend review within that period. The transaction still depends on remaining customary closing conditions, required approvals and other regulatory clearances before the mergers can be completed.
DNOW Inc. stockholders approved the issuance of new common shares to MRC Global stockholders in connection with the previously announced merger transactions. At a special meeting held on September 9, 2025, 94,861,039 shares of DNOW common stock were represented in person or by proxy, about 88.6% of the 107,107,602 shares entitled to vote as of August 5, 2025, forming a quorum.
The stock issuance proposal passed with 94,776,670 votes for, 38,288 against, and 46,081 abstaining, clearing the required majority of shares present or represented. An adjournment proposal received 89,217,804 votes for, 5,578,367 against, and 64,868 abstaining but was not needed because the stock issuance proposal already had sufficient support. No other business came before the special meeting.
DNOW entered into a two-step merger agreement to acquire MRC Global, merging MRC Global into a DNOW subsidiary and then into a DNOW LLC subsidiary so the LLC Sub survives as a direct, wholly owned DNOW unit. The companies filed an S-4 registration statement that the SEC declared effective on August 5, 2025, and mailed a definitive joint proxy statement/prospectus beginning August 5, 2025. Shareholder lawsuits and demand letters challenging disclosures are referenced as the "Shareholder Actions." Financial fairness analyses by Goldman Sachs and others produced ranges of implied present values per share: DNOW standalone ranges of $15.70–$18.66 and $15.44–$17.46; pro forma combined company ranges of $17.15–$20.92 and $15.97–$19.75; and MRC Global implied present values of $13.66–$16.78. The document lists sources for SEC filings and investor relations contacts.
DNOW Inc. (NYSE: DNOW) Q2-25 10-Q highlights: Revenue slipped 0.8% YoY to $628 M, but 1H-25 sales rose 2.6% to $1.227 B. Cost controls kept operating profit essentially flat at $32 M (5.1% margin) and net income attributable to DNOW grew 4% to $25 M; diluted EPS improved to $0.23 from $0.21. A lower 21.9% effective tax rate and share buybacks supported the EPS gain.
Balance sheet & liquidity: Cash was $232 M with zero revolver borrowings; $445 M of ABL availability yields ample liquidity. Working-capital investment drove operating cash flow down to $29 M vs. $102 M LY. Equity stood at $1.161 B and the current ratio at 2.4x. Capex was modest at $10 M; a $8 M Singapore electrical-supply acquisition added $3 M of goodwill.
Strategic actions: On 26 Jun 25 DNOW signed a $1.5 B all-stock merger agreement with MRC Global (0.9489 DNOW shares per MRC share), expected to close Q4-25. The company secured an incremental $250 M ABL commitment (total potential $750 M) to support the deal and has paused its new $160 M share-repurchase program until closing. Year-to-date buybacks total $27 M (1.7 M shares at $15.66).
Segment trends: U.S. revenue +3% YoY on 2024 acquisitions; Canada -14% and International -20% on weaker project activity and FX. Gross margin held steady as product cost declines offset softer volume. Outlook commentary flags commodity-price volatility and rig count weakness, but management expects the MRC transaction and energy-transition exposure to broaden growth drivers.
DNOW (NYSE:DNOW) filed an 8-K disclosing a definitive Agreement and Plan of Merger with MRC Global. Each MRC share will be exchanged for 0.9489 DNOW shares in an all-stock transaction executed through a two-step merger that will make MRC a wholly-owned subsidiary. Closing hinges on both companies’ shareholder approvals, HSR expiration, other competition clearances, NYSE listing of new shares and an effective Form S-4.
Either party may terminate for a superior offer, triggering a $45.5 million break-up fee and up to $8.5 million in expense reimbursement. The drop-dead date is 26 Jun 2026, extendable twice to 26 Dec 2026 if regulatory approvals are outstanding. DNOW secured a $250 million incremental commitment on its ABL, raising potential capacity to $750 million to support integration liquidity. The post-close board will have ten directors, including two from MRC. A joint press release and investor presentation are furnished as exhibits.