HSR waiting period expires for MRC Global (MRC) and DNOW merger plan

Rhea-AI Filing Summary

MRC Global Inc. reports progress on its planned merger with DNOW Inc.. The companies previously agreed that MRC Global will first merge with a DNOW subsidiary, remaining as the surviving corporation at the initial effective time, and then immediately merge into another DNOW subsidiary that will continue as a wholly owned subsidiary of DNOW.

The transaction required expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. That HSR waiting period expired on October 6, 2025, satisfying a key regulatory condition. The mergers and related transactions still depend on other required regulatory approvals and customary closing conditions before they can be completed.

Insights

M&A and regulatory process analyst

HSR waiting-period expiration removes a key antitrust hurdle for the DNOW–MRC Global merger, but other closing conditions still apply.

The disclosure explains that MRC Global and DNOW Inc. have a structured two-step merger plan using DNOW subsidiaries. First, a DNOW merger subsidiary will combine with MRC Global, and then MRC Global will merge into a DNOW LLC subsidiary that will remain as a wholly owned DNOW company. This structure is typical for implementing a full acquisition while preserving legal continuity where needed.

A critical condition for closing was compliance with the Hart-Scott-Rodino Antitrust Improvements Act. The statutory waiting period under the HSR Act expired on October 6, 2025, which means U.S. antitrust authorities did not extend review within that window. This clears a major regulatory checkpoint but does not, by itself, finalize the transaction.

The combination still depends on “remaining customary closing conditions and approvals” and other required regulatory approvals. Actual completion therefore hinges on satisfying these additional conditions, which could include shareholder approvals or non-U.S. regulatory sign-offs if applicable. Subsequent company communications or filings would be needed to confirm the final closing or any changes to the merger terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2025

MRC GLOBAL INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35479		20-5956993
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1301 McKinney Street, Suite 2300

Houston, Texas 77010

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (877) 294-7574

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		MRC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously announced, on June 26, 2025, MRC Global Inc., a Delaware corporation (“MRC Global” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DNOW Inc., a Delaware corporation (“DNOW”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into MRC Global (the “First Merger”), with MRC Global continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the “Effective Time”) and (2) immediately following the First Merger, MRC Global will be merged with and into LLC Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW. The Mergers and the other transactions contemplated by the Merger Agreement are herein referred to as the “Transactions.”

The Transactions are conditioned on, among other things, the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other required regulatory approvals. The statutory waiting period under the HSR Act expired on October 6, 2025. The Transactions remain subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 7, 2025

MRC GLOBAL INC.
By:		/s/ Daniel J. Churay
		Daniel J. Churay
		Executive Vice President – Corporate Affairs, General Counsel & Corporate Secretary

FAQ

What merger is MRC Global (MRC) involved in with DNOW Inc.?

MRC Global Inc. has entered into an Agreement and Plan of Merger with DNOW Inc.. The plan uses two DNOW subsidiaries so that MRC Global will first merge with a DNOW corporation and then merge into a DNOW LLC subsidiary, which will continue as a wholly owned, direct subsidiary of DNOW.

What recent regulatory milestone did MRC Global (MRC) announce for the DNOW merger?

MRC Global announced that the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the DNOW transaction expired on October 6, 2025, removing a key U.S. antitrust review hurdle.

Does the expiration of the HSR waiting period mean the MRC Global–DNOW merger is complete?

No. The expiration of the HSR waiting period is only one condition. The mergers and related transactions remain subject to other required regulatory approvals and remaining customary closing conditions and approvals before they can be completed.

How is the MRC Global (MRC) merger with DNOW structured legally?

The plan calls for a First Merger, where a DNOW merger subsidiary merges into MRC Global with MRC Global surviving at the effective time, followed immediately by a Second Merger, where MRC Global merges into a DNOW LLC subsidiary that will be the surviving company and a wholly owned, direct subsidiary of DNOW.

What are the "Transactions" referenced by MRC Global in this 8-K?

The term “Transactions” refers collectively to the two-step mergers between MRC Global and DNOW’s subsidiaries and the other related actions contemplated by the Agreement and Plan of Merger entered into on June 26, 2025.

What conditions still need to be met for the MRC Global–DNOW deal to close?

In addition to the now-expired HSR waiting period, the mergers remain subject to remaining customary closing conditions and approvals and the receipt of other required regulatory approvals, as specified in the merger agreement.