MRC director reports 57,139-share disposition tied to DNOW merger

Rhea-AI Filing Summary

MRC Global Inc. (MRC) filed a Form 4 reporting that a director disposed of 57,139 shares of common stock on November 6, 2025, reducing their beneficial ownership to 0 shares. The transaction occurred in connection with the closing of the merger with DNOW Inc.

Under the merger terms, each outstanding share of MRC common stock was converted into the right to receive 0.9489 shares of DNOW common stock. The agreement also provided that each outstanding share of MRC restricted common stock that vested based on continued service became fully vested at closing and was converted into the right to receive 0.9489 DNOW shares per restricted share, plus cash for accrued but unpaid dividends.

Insights

M&A and Equity Compensation Analyst

Insider’s MRC shares converted to DNOW via fixed exchange ratio.

This Form 4 reflects a merger-driven conversion, not an open-market sale. The director reported disposing of 57,139 MRC shares as all MRC common shares converted into 0.9489 DNOW shares per MRC share at closing on November 6, 2025, resulting in 0 shares of MRC held post-transaction.

The merger agreement also addressed service-based restricted stock, which fully vested at closing and converted at the same 0.9489 ratio, with cash paid for accrued but unpaid dividends. Actual DNOW holdings for the reporting person would depend on their MRC holdings and applicable vesting at the Effective Time.

This is largely administrative from a market-impact perspective; ownership shifts to DNOW equity under the stated exchange mechanics. Subsequent filings may provide additional detail on resulting DNOW positions.

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^*

JADIN RONALD L

(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		57,139	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

A director reported the disposition of 57,139 MRC common shares on November 6, 2025, with 0 shares beneficially owned afterward.

Why were the MRC shares disposed of in the filing?

The disposition reflects the merger closing, where each MRC share converted into 0.9489 shares of DNOW common stock.

What was the exchange ratio for MRC to DNOW shares?

Each MRC common share was converted into the right to receive 0.9489 DNOW shares.

How were MRC restricted shares treated at closing?

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

What is the reporting person’s MRC ownership after the transaction?

The reporting person reported 0 shares of MRC beneficially owned following the transaction.

Did this Form 4 indicate any open-market trades?

No. The change results from the merger conversion mechanics, not market purchases or sales.