Every 8-K that MRC GLOBAL INC. (MRC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MRC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MRC filings page.
MRC Global Inc. completed its merger with DNOW Inc. on November 6, 2025. Each eligible and outstanding MRC Global common share was converted into the right to receive 0.9489 shares of DNOW common stock. MRC Global common stock ceased trading prior to market open on November 6, 2025 and was delisted from the NYSE; the company plans to file a Form 15 to suspend Exchange Act reporting.
In connection with closing, MRC Global (US) Inc. terminated its ABL and Term Loan credit agreements; all principal, accrued interest and fees were paid in full, related commitments were terminated, and liens and guarantees were released. Certain letters of credit were deemed issued under DNOW’s Wells Fargo Credit Agreement, with others remaining outstanding on a cash‑collateralized basis. All MRC directors and officers ceased service at the effective time; two former directors, George J. Damiris and Ronald L. Jadin, joined DNOW’s board. Special cash bonuses of $500,000 (Daniel J. Churay) and $250,000 (Grant R. Bates) will be paid on January 5, 2026.
MRC Global Inc. (NYSE: MRC) furnished an update via an 8-K announcing financial results for the three and nine months ended September 30, 2025. The company provided a press release and an earnings presentation, available as Exhibit 99.1 and Exhibit 99.2, respectively.
The disclosure under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference except as specifically stated. The filing also includes forward-looking statements related to the proposed business combination between MRC Global and DNOW and directs investors to the Form S-4 and the definitive joint proxy statement/prospectus for details. Documents are accessible on sec.gov and the companies’ investor relations websites.
MRC Global reported that, as of November 3, 2025, it and DNOW have received all regulatory approvals required to complete their previously announced merger. The deal involves a two-step structure: MRC Global will first merge with a DNOW subsidiary, then merge into another DNOW subsidiary, leaving the combined business as a direct subsidiary of DNOW.
The companies noted that closing remains subject to satisfaction or waiver of customary closing conditions under the Merger Agreement.
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.
MRC Global Inc. reported that its stockholders approved its previously announced merger with DNOW Inc. at a special meeting held on September 9, 2025. Shareholders voted on the merger agreement, related executive compensation and a potential adjournment of the meeting.
The merger proposal passed with 75,749,444 votes in favor, 132,446 against and 419,623 abstentions, out of 76,301,513 shares present or represented by proxy. Stockholders also approved, on a non-binding basis, the merger-related compensation for named executive officers and the adjournment proposal, although adjournment was ultimately not needed.
MRC Global and DNOW have agreed to a two-step merger under a Merger Agreement where DNOW's wholly-owned subsidiaries will merge with and into MRC Global, leaving the pro forma combined company as a DNOW subsidiary. The filing references an S-4 Registration Statement declared effective by the SEC on August 5, 2025, and a definitive joint proxy statement/prospectus that was filed and mailed on or about August 5, 2025.
Goldman Sachs provided fairness-type valuation analyses using management-provided projections and CAPM-based discount rates. Reported implied present value ranges per share include: DNOW $15.44–$17.46; DNOW (alternate illustrative range) $15.70–$18.66; MRC Global $13.66–$16.78; pro forma combined company $15.97–$19.75. The filing also discloses shareholder lawsuits (two indexed actions and related demand letters) and notes management-provided inputs, projected share counts, and illustrative discount rates used in the analyses.
MRC Global Inc. filed an 8-K on 6 Aug 2025 to furnish, rather than file, its financial results for the quarter and six months ended 30 Jun 2025. The company did not include any revenue, earnings or cash-flow figures in the body of the report; instead, investors are directed to a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2) for detailed data. Item 2.02 therefore serves only as a conduit for these exhibits.
The filing also contains an extensive forward-looking-statement safe-harbor that centers on the proposed business combination with DistributionNOW (DNOW). While no new terms are disclosed, the language outlines integration, regulatory and market risks that could materially affect the outcome and timing of the transaction. A “No Offer or Solicitation” clause reiterates that the document is not a prospectus.
- Item 2.02 – Results of Operations and Financial Condition (exhibits only)
- Item 9.01 – Exhibits: 99.1 press release, 99.2 earnings presentation, 104 cover-page XBRL
MRC Global (NYSE:MRC) entered into a definitive all-stock merger agreement with DNOW on 26 June 2025. Each MRC share will convert into 0.9489 DNOW shares, after a two-step merger that will leave MRC as a wholly-owned DNOW subsidiary.
Closing requires both companies’ shareholder approvals, HSR and other antitrust clearances, effectiveness of a DNOW Form S-4 and NYSE listing of the new DNOW shares. Either party may terminate after 26 June 2026 (extendable twice to 26 Dec 2026); break-up fees are $45.5 million plus expense reimbursement up to $8.5 million.
DNOW’s post-deal board will have ten directors, including two from MRC. MRC also extended non-compete periods for three named executives and awarded CFO John P. McCarthy a $150 k retention bonus.