Form 4: MRC shares convert at 0.9489x to DNOW; director at zero
Rhea-AI Filing Summary
MRC Global (MRC) disclosed a director’s Form 4 reflecting merger-related share conversion. On 11/06/2025, the reporting person disposed of 25,068 shares of MRC common stock, resulting in 0 shares owned afterward. The change stems from MRC’s merger with DNOW, under which each MRC share was converted into 0.9489 DNOW shares.
The filing notes that restricted stock awards vested at the merger’s effective time and were converted into the right to receive 0.9489 DNOW shares per restricted share, plus cash equal to accrued but unpaid dividends.
Positive
- None.
Negative
- None.
Insights
Merger-driven, administrative Form 4; not an open-market sale.
The disposal of 25,068 MRC shares on November 6, 2025 reflects the closing mechanics of the DNOW merger. Each MRC share converted into 0.9489 DNOW shares, and the filer’s MRC position went to zero as the security ceased post-merger.
The footnotes also state that service-based restricted stock fully vested at the effective time and converted into the right to receive DNOW shares at the same 0.9489 ratio, plus cash for accrued dividends. This is standard in-change-of-control treatment and does not indicate discretionary selling.
Investor impact is administrative: ownership shifts from MRC to DNOW equity under the set exchange ratio. Actual portfolio effects depend on DNOW share performance and any subsequent trading decisions by holders.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 25,068 | $0.00 | -- |
Footnotes (1)
- On November 6, 2025, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 26, 2025, by and among MRC Global Inc. (the "Issuer"), DNOW Inc. ("DNOW"), Buck Merger Sub, Inc. ("Merger Sub") and Stag Merger Sub, LLC ("LLC Sub"), Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the "Effective Time") and immediately following the First Merger, the Issuer merged with and into LLC Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with LLC Sub continuing as the surviving company. (Continued from footnote 1) Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of the Issuer's restricted common stock issued under the stock incentive plans of the Issuer that vests solely based on the holders' continued employment or services ("Company Restricted Stock") became fully vested and was converted into the right to receive 0.9489 shares of DNOW common stock per share of Company Restricted Stock and an amount in cash equal to the accrued but unpaid dividends. Pursuant to the Merger, each outstanding share of common stock of the Issuer was converted into the right to receive 0.9489 shares of common stock of DNOW. As a result of the Merger, the reporting person disposed of all shares of common stock of the Issuer previously reported.
