MRC Form 4: 72,842 shares converted to DNOW at 0.9489 ratio
Rhea-AI Filing Summary
MRC Global (MRC) reported an insider transaction tied to its merger with DNOW. On 11/06/2025, a director disposed of 72,842 shares of MRC common stock as all MRC shares were converted in the transaction. Under the merger terms, each MRC share was converted into 0.9489 shares of DNOW common stock at the Effective Time. Following the conversion, the reporting person held 0 shares of MRC.
Company restricted stock vested in full at closing and was also converted at the 0.9489 ratio, with cash paid for accrued but unpaid dividends.
Positive
- None.
Negative
- None.
Insights
Insider Form 4 reflects share conversion from MRC to DNOW at 0.9489.
The filing documents completion mechanics of the MRC–DNOW merger for one director. Common and restricted shares of MRC Global converted into DNOW stock at a fixed 0.9489-for-1 ratio, with restricted stock also receiving cash for accrued dividends. The insider's 72,842 MRC shares were disposed due to conversion, bringing MRC holdings to zero.
This is administrative and does not indicate buying or selling pressure by choice. Actual impact depends on DNOW share issuance terms already defined by the merger; any market effects result from the broader transaction, not this individual filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 72,842 | $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.
