MRC insider reports merger-driven share conversions and RSU/PSU actions
Rhea-AI Filing Summary
MRC Global (MRC) insider Form 4: The company completed its merger with DNOW, triggering conversion and settlement of the reporting person’s MRC equity on 11/06/2025. The filing shows an acquisition of 65,770 shares of common stock and a corresponding disposition of 65,770 shares on the same date, along with additional dispositions of 26,642 and 83,969 shares tied to award vesting and merger consideration mechanics.
Under the merger terms, each MRC share was converted into the right to receive 0.9489 DNOW shares per MRC share, plus cash for accrued but unpaid dividend equivalents, net of withholding. Performance share units granted prior to February 2024 were settled into MRC shares and then converted to DNOW consideration; PSUs granted in February 2024 or later were converted into DNOW RSUs. RSUs granted prior to February 2024 became fully vested and converted into DNOW consideration, while RSUs granted in February 2024 or later were converted into DNOW RSUs. The reporting person is identified as SVP–Supply Chain, Quality & Technical Sales.
Positive
- None.
Negative
- None.
Insights
Administrative Form 4 reflecting award treatment at closing.
The disclosure documents how MRC equity awards converted at the DNOW merger closing on 11/06/2025. Each MRC share became the right to receive 0.9489 DNOW shares plus cash for unpaid dividend equivalents, net of withholding. The reported transactions include an acquisition of 65,770 shares and matching disposition the same day, alongside dispositions of 26,642 and 83,969 shares, consistent with award settlement and conversion.
PSUs granted before February 2024 were settled into MRC shares with performance deemed achieved, then converted to DNOW share consideration. PSUs granted in or after February 2024 became DNOW RSUs. RSUs granted before February 2024 fully vested and converted to DNOW consideration; RSUs granted in or after that date were converted into DNOW RSUs.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Share Unit | 15,485 | $0.00 | -- |
| Disposition | Performance Share Unit | 33,061 | $0.00 | -- |
| Grant/Award | Common Stock | 65,770 | $0.00 | -- |
| Disposition | Common Stock | 65,770 | $0.00 | -- |
| Disposition | Common Stock | 26,642 | $0.00 | -- |
| Disposition | Common Stock | 83,969 | $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.
