MRC Global officer shows 24,371 shares disposed; RSUs move to DNOW

Rhea-AI Filing Summary

MRC Global (MRC) Form 4: The company’s SVP–Sales and Marketing reported a merger-related disposition of common stock. On 11/06/2025, 24,371 shares of common stock were disposed, leaving 0 shares beneficially owned directly afterward. The filing notes that, at the merger’s Effective Time, MRC Global merged in a two-step transaction with DNOW subsidiaries, and restricted stock units granted in February 2024 or later were canceled and converted into DNOW restricted stock units.

Insights

Equity compensation & merger mechanics analyst

Merger conversion of awards; no remaining MRC shares held.

The reported transaction ties to MRC Global’s merger steps with DNOW entities on 11/06/2025. The officer reported disposition of 24,371 shares of common stock, resulting in 0 shares directly held afterward. This reflects a structural change due to the combination rather than open‑market activity.

The footnotes state RSUs granted in February 2024 or later were canceled and converted into DNOW RSUs at the Effective Time. This indicates equity awards migrated to the acquirer’s stock. Actual liquidity impact depends on future vesting/settlement terms of DNOW RSUs, which are not detailed in the excerpt.

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^*

Clark Victor F. Jr.

(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)
	SVP - Sales and Marketing

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		D		24,371	D	(1)(2)	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

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.

2. (Continued from footnote 1) 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 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.

	/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).
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FAQ

What did MRC (MRC Global) report on this Form 4?

A merger-related disposition of 24,371 shares of common stock on 11/06/2025, with 0 shares owned directly afterward.

Who is the reporting person and their role at MRC (MRC Global)?

An officer serving as SVP – Sales and Marketing.

What happened to MRC (MRC Global) RSUs granted in February 2024 or later?

They were canceled and converted into DNOW restricted stock units at the merger’s Effective Time.

What merger structure is described for MRC (MRC Global)?

A two-step merger with DNOW entities: a first merger into MRC Global, then MRC merged into Stag Merger Sub, LLC.

What is the date of the earliest transaction on the Form 4 for MRC (MRC Global)?

11/06/2025.

How many MRC (MRC Global) shares did the officer hold after the transaction?

0 shares directly beneficially owned.