Dimensional Fund Advisors LP reports beneficial ownership of 7,956,916 shares of DNOW Inc common stock, representing 4.4% of the outstanding class for Section 13(d) purposes. It has sole voting power over 7,758,291 shares and sole dispositive power over 7,956,916 shares, with no shared voting or dispositive power.
All reported securities are owned by client funds and accounts for which Dimensional or its subsidiaries act as adviser or manager, and Dimensional disclaims beneficial ownership beyond these regulatory purposes. The funds have rights to dividends and sale proceeds, and no individual fund’s interest exceeds 5% of the class. Dimensional indicates ownership of 5 percent or less of DNOW’s common stock.
Positive
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Key Figures
Beneficial ownership:7,956,916 sharesPercent of class:4.4%Sole voting power:7,758,291 shares+3 more
6 metrics
Beneficial ownership7,956,916 sharesShares of DNOW Inc common stock beneficially owned for Section 13(d) reporting
Percent of class4.4%Portion of DNOW Inc common stock class attributed to Dimensional’s reported holdings
Sole voting power7,758,291 sharesDNOW shares over which Dimensional has sole power to vote or direct the vote
Shared voting power0 sharesDNOW shares over which Dimensional shares voting power
Sole dispositive power7,956,916 sharesDNOW shares over which Dimensional has sole power to dispose or direct disposition
Shared dispositive power0 sharesDNOW shares over which Dimensional shares dispositive power
Key Terms
beneficial owner, Sole Voting Power, dispositive power, Schedule 13(d), +1 more
5 terms
beneficial ownerregulatory
"may be deemed to be the beneficial owner of the shares of the Issuer"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Sole Voting Powerregulatory
"5 | Sole Voting Power 7,758,291.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 7,956,916"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Schedule 13(d)regulatory
"for any other purposes than Section 13(d) of the Securities Exchange Act of 1934"
investment adviserfinancial
"an investment adviser registered under Section 203 of the Investment Advisors Act of 1940"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
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What stake in DNOW (DNOW) does Dimensional Fund Advisors report?
Dimensional Fund Advisors LP reports 7,956,916 DNOW Inc common shares, representing 4.4% of the outstanding class. The position is reported for Section 13(d) purposes, reflecting holdings across multiple client funds and accounts it advises or manages.
How much voting power over DNOW (DNOW) shares does Dimensional Fund Advisors have?
Dimensional reports sole voting power over 7,758,291 DNOW shares and no shared voting power. It also reports sole dispositive power over 7,956,916 shares, indicating it can direct how those shares are voted and disposed of for its advised funds.
Who actually owns the DNOW (DNOW) shares tied to Dimensional Fund Advisors?
All reported DNOW shares are owned by various Funds and accounts to which Dimensional or its subsidiaries provide advisory or management services. Dimensional may be deemed a beneficial owner for reporting, but it expressly disclaims beneficial ownership of those securities.
Does Dimensional Fund Advisors control more than 5% of DNOW (DNOW) stock?
Dimensional reports a 4.4% beneficial ownership of DNOW’s common stock and indicates “Ownership of 5 percent or less of a class.” It also notes that, to its knowledge, no single client fund holds more than 5% of the class.
What rights do Dimensional’s client funds have regarding DNOW (DNOW) shares?
The Funds described by Dimensional have the right to receive dividends and sale proceeds from their DNOW holdings. Dimensional states these rights apply to the securities held in each fund’s account, while it disclaims beneficial ownership of all such securities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
DNOW Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
67011P100
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
67011P100
1
Names of Reporting Persons
Dimensional Fund Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,758,291.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,956,916.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,956,916.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DNOW Inc
(b)
Address of issuer's principal executive offices:
7402 North Eldridge Parkway, Houston, TX 77041
Item 2.
(a)
Name of person filing:
Dimensional Fund Advisors LP
(b)
Address or principal business office or, if none, residence:
6300 Bee Cave Road, Building One, Austin, TX 78746
(c)
Citizenship:
Delaware Limited Partnership
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
67011P100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
7,956,916 ** see Note 1 **
** Note 1 ** Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.
(b)
Percent of class:
4.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
7,758,291** see Note 1 **
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
7,956,916** see Note 1 **
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds described in Note 1 above have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities. Dimensional Fund Advisors LP disclaims beneficial ownership of all such securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.