MRC Global insider reports zero MRC shares after DNOW merger
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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Share Unit | 11,435 | $0.00 | -- |
| Disposition | Performance Share Unit | 24,415 | $0.00 | -- |
| Grant/Award | Common Stock | 48,571 | $0.00 | -- |
| Disposition | Common Stock | 48,571 | $0.00 | -- |
| Disposition | Common Stock | 19,676 | $0.00 | -- |
| Disposition | Common Stock | 31,405 | $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. 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, (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. 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. 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. 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.
