[SCHEDULE 13G] DNOW Inc. Passive Investment Disclosure (>5%)

DNOW Inc ownership filing: Vanguard Capital Management reports beneficial ownership of 9,714,361 shares of DNOW common stock, representing 5.21% of the class as of 03/31/2026.

Rhea-AI Filing Summary

DNOW Inc ownership filing: Vanguard Capital Management reports beneficial ownership of 9,714,361 shares of DNOW common stock, representing 5.21% of the class as of 03/31/2026. The filer discloses sole dispositive power over all 9,714,361 shares and sole voting power for 1,382,802 shares.

Insights

Institutional Ownership Analyst

Vanguard holds a >5% passive stake with dispositive control, typical 13G disclosure.

Vanguard Capital Management reports 9,714,361 shares, or 5.21%, which crosses the Section threshold requiring public disclosure. The filing states sole dispositive power over the full stake while voting power is limited to 1,382,802 shares.

Holdings of this size can be a structural holder; subsequent 13D/13G amendments or trades will show whether the position is passive or activist in nature. Timing: the filing references ownership as of 03/31/2026.

Proxy & Governance Specialist

Voting and dispositive split matters for shareholder votes and proxy calculations.

The filer discloses separate counts: sole voting power of 1,382,802 shares and sole dispositive power of 9,714,361 shares. That split indicates control over sale decisions but more limited immediate voting influence.

Stakeholders tracking governance should watch for any amendments that change voting alignment or convert passive status to active; subsequent filings would disclose such shifts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Vanguard Capital Management report in DNOW (DNOW)?

Vanguard reports beneficial ownership of 9,714,361 shares, equal to 5.21% of DNOW common stock as of 03/31/2026. This disclosure reflects holdings where Vanguard has dispositive power over those shares, per the filing's stated figures.

Does Vanguard have voting control over all reported DNOW shares?

No. Vanguard reports sole voting power for 1,382,802 shares while showing sole dispositive power for 9,714,361 shares. Voting and dispositive powers are reported separately in the filing.

Why did Vanguard file a Schedule 13G for DNOW?

Vanguard filed because its holdings exceed the disclosure threshold, reporting a >5% stake. Schedule 13G is used by certain institutional investors to disclose beneficial ownership when the position is passive under SEC rules.

What does 'sole dispositive power' mean in this filing?

'Sole dispositive power' means the filer has exclusive authority to decide when to buy or sell the reported 9,714,361 shares. The filing lists this power separately from voting rights, which are limited to a smaller share count.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/29/2026 - 06:19 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

DNOW Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

67011P100

(CUSIP Number)

03/31/2026

(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

Vanguard Capital Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,382,802.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,714,361.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,714,361.00

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)

5.21 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: 9714361
(b)	Percent of class: 5.21 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1382802
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 9714361
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/29/2026