[Form 4] MRC GLOBAL INC. Insider Trading Activity

Rhea-AI Filing Summary

MRC Global Inc. filed a Form 4 reporting merger-related equity conversions and dispositions tied to its combination with DNOW on 11/06/2025 under the Merger Agreement. At the Effective Time, each outstanding share of MRC Global common stock was converted into the right to receive 0.9489 shares of DNOW common stock per share, plus cash for accrued but unpaid dividend equivalents.

The reporting officer recorded 48,571 shares acquired and dispositions of 48,571, 19,676, and 31,405 shares, resulting in 0 shares directly owned after the transactions. Equity awards were settled or converted per the agreement: pre‑February 2024 performance share units were settled into MRC shares before conversion; pre‑February 2024 RSUs became fully vested and converted; awards granted in February 2024 or later were canceled and converted into DNOW RSUs. Dispositions in Table II included 11,435 and 24,415 performance share units.

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Equity compensation and M&A specialist

Form 4 shows merger-driven equity settlement and conversion to DNOW.

The activity reflects technical conversions required by the DNOW–MRC Global merger. Common shares were exchanged at a fixed ratio of 0.9489 DNOW shares per MRC share, while dividend equivalents were paid in cash. No open‑market buying or selling is indicated; entries track award vesting, settlement, and exchange mechanics at the Effective Time.

Equity awards followed two tracks: pre‑February 2024 PSUs/RSUs were settled or fully vested into MRC shares and then converted; awards granted in February 2024 or later were canceled and converted into DNOW RSUs. The reported person’s MRC position moved to DNOW equity, with 0 MRC shares remaining post‑conversion. Actual portfolio impact depends on DNOW share delivery per the stated ratio.

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

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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^*

Shields Emily K.

(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		48,571	A	(1)(2)	99,652	D
Common Stock	11/06/2025		D		48,571	D	(1)(2)	51,081	D
Common Stock	11/06/2025		D		19,676	D	(3)	31,405	D
Common Stock	11/06/2025		D		31,405	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			11,435	(1)(2)	(1)(2)	Common Stock	(1)(2)	(1)(2)	0(1)(2)	D
Performance Share Unit	(5)	11/06/2025		D			24,415	(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:

SVP - Sustainability and Assistant General Counsel

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

Merger-related equity conversions and dispositions on 11/06/2025 tied to the DNOW–MRC transaction, including award settlements and share exchanges.

What was the conversion ratio for MRC shares into DNOW shares?

Each MRC share became the right to receive 0.9489 DNOW common shares, plus cash for accrued but unpaid dividend equivalents.

How many MRC shares did the reporting person hold after the transactions?

The reporting person directly owned 0 shares of MRC common stock after the reported transactions.

What non-derivative share amounts were reported?

Reported were 48,571 acquired and dispositions of 48,571, 19,676, and 31,405 shares on 11/06/2025.

How were performance share units (PSUs) and RSUs treated?

Pre‑Feb 2024 PSUs/RSUs were settled or fully vested and converted; Feb 2024 or later awards were canceled and converted into DNOW RSUs.

Were specific PSU quantities disclosed in Table II?

Yes. Dispositions included 11,435 PSUs and 24,415 PSUs as part of the merger-related conversion.