Insider reports disposition; RSUs/PSUs converted in DNOW merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MRC Global reported an insider transaction reflecting completion of its merger with DNOW on 11/06/2025. The reporting officer disposed of previously held MRC common stock and equity awards as they converted under the merger terms. Each share of MRC common stock was converted into the right to receive 0.9489 shares of DNOW common stock. Certain time-based RSUs granted prior to February 2024 became fully vested and were converted into DNOW stock at the 0.9489 ratio, plus cash for accrued dividend equivalents. RSUs and PSUs granted in February 2024 or later were canceled and converted into DNOW RSU awards. As a result of the merger mechanics, the filing shows disposition of all previously reported MRC shares and related awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Anderson Gillian
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Share Unit | 21,047 | $0.00 | -- |
| Disposition | Common Stock | 22,301 | $0.00 | -- |
| Disposition | Common Stock | 12,457 | $0.00 | -- |
Holdings After Transaction:
Performance Share Unit — 0 shares (Direct);
Common Stock — 12,457 shares (Direct)
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. 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' continued employment or services ("Company RSU") that was granted prior to February 2024 became fully vested. (Continued from footnote 1) Each share of the Issuer's common stock ("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. Pursuant to the Merger Agreement, at the Effective Time, each outstanding 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. 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 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.
