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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 57,139 | $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.
