MRC insider reports merger-driven share conversion into DNOW stock

Rhea-AI Filing Summary

MRC Global (MRC) reported an insider transaction tied to its merger with DNOW Inc.. A director filed a Form 4 showing a disposition of 25,976 shares of MRC common stock on 11/06/2025 as all MRC shares were converted in the merger. Each MRC share was converted into 0.9489 shares of DNOW common stock at the Effective Time. Company restricted stock vested in full and converted into DNOW shares on the same 0.9489 ratio, with cash paid for accrued but unpaid dividends on those restricted shares.

Following the conversion, the reporting person held 0 shares of MRC common stock. The filing reflects completion mechanics of the two‑step merger structure and the exchange of MRC equity into DNOW equity.

Insights

Equity capital markets analyst

Form 4 reflects merger-driven share conversion into DNOW stock.

The disclosure shows a director’s shares were disposed as part of the closing mechanics of the DNOW–MRC combination on November 6, 2025. Each MRC common and vested restricted share converted at a fixed exchange ratio of 0.9489 DNOW per MRC share, with cash paid for accrued but unpaid dividends on restricted stock.

This is an administrative reflection of the merger close rather than an open-market sale. The reported amount is 25,976 MRC shares disposed, resulting in 0 shares beneficially owned afterward. Any future impact depends on DNOW share performance and integration outcomes; those items are not detailed in this excerpt.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAGER DAVID A

(Last) (First) (Middle)

1301 MCKINNEY ST., SUITE 2300

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MRC GLOBAL INC. [ MRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/06/2025		D		25,976	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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.

2. (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.

	/s/ Ann D. Garnett, by power of attorney	11/07/2025
	** Signature of Reporting Person	Date
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FAQ

What did the MRC Global (MRC) Form 4 report?

A director reported the disposition of 25,976 shares of MRC common stock due to the merger with DNOW Inc. on 11/06/2025.

What was the exchange ratio for MRC shares in the DNOW merger?

Each MRC share was converted into 0.9489 shares of DNOW common stock at the Effective Time.

How were MRC restricted shares treated?

Company restricted stock vested fully and converted into 0.9489 DNOW shares per restricted share, plus cash for accrued but unpaid dividends.

How many MRC shares did the reporting person own after the transaction?

The reporting person held 0 shares of MRC common stock following the conversion.

What triggered the disposition of MRC shares?

The closing of the merger in which MRC merged with entities of DNOW Inc., converting MRC equity into DNOW equity on 11/06/2025.

Was this an open-market sale?

No. The disposition resulted from the merger conversion mechanics, not an open‑market transaction.