MRC Global Form 4: Equity converted at 0.9489 DNOW/share

MRC Global (MRC) reported a Form 4 for its Executive Vice President and CFO reflecting equity changes triggered by the closing of its merger with DNOW.

Rhea-AI Filing Summary

MRC Global (MRC) reported a Form 4 for its Executive Vice President and CFO reflecting equity changes triggered by the closing of its merger with DNOW. As of November 6, 2025, each share of MRC common stock converted into the right to receive 0.9489 shares of DNOW common stock plus cash for accrued dividend equivalents. Pre‑February 2024 performance share units settled into MRC common stock at deemed performance and then converted. RSUs granted in February 2024 or later and PSUs granted in February 2024 or later were canceled and converted into DNOW equity awards; pre‑February 2024 RSUs became fully vested and converted.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Youngblood Kelly

Role See Remarks

Type	Security	Shares	Price	Value
Disposition	Performance Share Unit	57,472	$0.00	$0.00
Disposition	Performance Share Unit	120,681	$0.00	$0.00
Grant/Award	Common Stock	241,793	$0.00	$0.00
Disposition	Common Stock	241,793	$0.00	$0.00
Disposition	Common Stock	96,857	$0.00	$0.00
Disposition	Common Stock	183,216	$0.00	$0.00

Holdings After Transaction: Performance Share Unit — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (5)

1. F1. 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. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share unit of the Issuer ("Company PSU") that was issued under the stock incentive plans of the Issuer that vests based on the achievement of performance metrics that was granted prior to February 2024 was canceled,
2. F2. (Continued from footnote 1) and the holder of such Company PSU became entitled to receive, in full satisfaction of the rights of such holder with respect thereto, the number of shares of the Issuer's common stock ("Company Common Stock") (rounded to the nearest share) subject to the Company PSU. Each such share of Company Common Stock was converted into the right to receive (i) 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and (ii) an amount in cash equal to the accrued but unpaid dividend equivalents. The number of shares of Company Common Stock subject to such Company PSU was deemed to be the number of shares subject to the Company PSU with performance deemed achieved.
3. F3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit of the Issuer issued under the stock incentive plans of the Issuer that vests solely based on the holders continue employment or services ("Company RSU") that was granted in February 2024 or later was canceled and converted into an award of restricted stock units of DNOW common stock. As a result of the Merger, the reporting person disposed of all previously reported Company RSUs that were granted in February 2024 or later.
4. F4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU that was granted prior to February 2024 became fully vested. Each share of the Company Common Stock subject to such Company RSU was converted into the right to receive (i) 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and (ii) an amount in cash equal to the accrued but unpaid dividend equivalents. As a result of the Merger, the reporting person disposed of all previously reported Company RSUs that were granted prior to February 2024. Pursuant to the Merger, each outstanding share of Company Common Stock 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 Company Common Stock previously reported.
5. F5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company PSU that was issued under the stock incentive plans of the Issuer that vests based on the achievement of performance metrics that was granted in February 2024 or later was canceled and converted into an award of restricted stock units in respect of that number of shares of DNOW common stock (rounded to the nearest whole share) equal to the product of (1) the total number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time multiplied by (2) the right to receive 0.9489 shares of common stock of DNOW. The number of shares of Company Common Stock subject to such Company PSU was deemed to be the number of shares subject to the Company PSU with performance deemed achieved.

FAQ

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

What did MRC Global (MRC) disclose in this Form 4?

It reports the officer’s equity transactions resulting from the merger with DNOW, including conversion of MRC shares and equity awards.

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

Each MRC share became the right to receive 0.9489 shares of DNOW common stock plus cash for accrued dividend equivalents.

How were pre‑February 2024 PSUs treated for MRC (MRC)?

They were canceled and settled into MRC common stock at deemed performance, which then converted into DNOW shares at 0.9489 per share.

What happened to MRC RSUs granted in February 2024 or later?

They were canceled and converted into awards of DNOW restricted stock units.

What happened to MRC RSUs granted before February 2024?

They became fully vested and the underlying MRC shares converted into DNOW shares at the 0.9489 ratio, plus cash for accrued dividend equivalents.

Does this Form 4 indicate open‑market buying or selling?

No. The reported transactions reflect conversions and disposals due to the merger mechanics, not open‑market trades.

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

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Accepted by SEC EDGAR 11/07/2025 - 02:12 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Youngblood Kelly

(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)

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

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		A		241,793	A	(1)(2)	521,866	D
Common Stock	11/06/2025		D		241,793	D	(1)(2)	280,073	D
Common Stock	11/06/2025		D		96,857	D	(3)	183,216	D
Common Stock	11/06/2025		D		183,216	D	(4)	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
Performance Share Unit	(1)(2)	11/06/2025		D			57,472	(1)(2)	(1)(2)	Common Stock	(1)(2)	(1)(2)	0(1)(2)	D
Performance Share Unit	(5)	11/06/2025		D			120,681	(5)	(5)	Common Stock	(5)	(5)	0(5)	D

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. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share unit of the Issuer ("Company PSU") that was issued under the stock incentive plans of the Issuer that vests based on the achievement of performance metrics that was granted prior to February 2024 was canceled,

2. (Continued from footnote 1) and the holder of such Company PSU became entitled to receive, in full satisfaction of the rights of such holder with respect thereto, the number of shares of the Issuer's common stock ("Company Common Stock") (rounded to the nearest share) subject to the Company PSU. Each such share of Company Common Stock was converted into the right to receive (i) 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and (ii) an amount in cash equal to the accrued but unpaid dividend equivalents. The number of shares of Company Common Stock subject to such Company PSU was deemed to be the number of shares subject to the Company PSU with performance deemed achieved.

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit of the Issuer issued under the stock incentive plans of the Issuer that vests solely based on the holders continue employment or services ("Company RSU") that was granted in February 2024 or later was canceled and converted into an award of restricted stock units of DNOW common stock. As a result of the Merger, the reporting person disposed of all previously reported Company RSUs that were granted in February 2024 or later.

4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU that was granted prior to February 2024 became fully vested. Each share of the Company Common Stock subject to such Company RSU was converted into the right to receive (i) 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and (ii) an amount in cash equal to the accrued but unpaid dividend equivalents. As a result of the Merger, the reporting person disposed of all previously reported Company RSUs that were granted prior to February 2024. Pursuant to the Merger, each outstanding share of Company Common Stock 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 Company Common Stock previously reported.

5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company PSU that was issued under the stock incentive plans of the Issuer that vests based on the achievement of performance metrics that was granted in February 2024 or later was canceled and converted into an award of restricted stock units in respect of that number of shares of DNOW common stock (rounded to the nearest whole share) equal to the product of (1) the total number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time multiplied by (2) the right to receive 0.9489 shares of common stock of DNOW. The number of shares of Company Common Stock subject to such Company PSU was deemed to be the number of shares subject to the Company PSU with performance deemed achieved.

Remarks:

Executive Vice President and Chief Financial Officer

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