Welcome to our dedicated page for Mrc Global SEC filings (Ticker: MRC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to historical SEC filings for MRC Global Inc. (former NYSE: MRC), a Houston-based distributor of pipe, valves, fittings (PVF) and other infrastructure products and services. These documents trace the company’s regulatory history up to and including its acquisition by DNOW Inc. and subsequent delisting and deregistration.
For investors analyzing MRC Global’s past performance, key filings include Form 10-K annual reports and Form 10-Q quarterly reports, which detail segment and sector results for Gas Utilities, Downstream, Industrial and Energy Transition (DIET), and Production and Transmission Infrastructure (PTI). These reports also describe the company’s worldwide network of approximately 200 locations, its extensive SKU and supplier base, and its role as a global PVF and infrastructure products distributor.
Merger-related and status-change filings are particularly important for this company. A Form 8-K dated November 6, 2025 reports that DNOW completed its acquisition of MRC Global through a series of mergers and that each eligible share of MRC Global common stock was converted into the right to receive 0.9489 shares of DNOW common stock. The same filing notes that MRC Global common stock ceased trading on the New York Stock Exchange prior to the market open on November 6, 2025, and that the NYSE filed a Form 25 to remove the listing and registration of MRC Global common stock under Section 12(b) of the Exchange Act.
Subsequently, a Form 15 filed on November 17, 2025, by Stag Merger Sub, LLC (as successor in interest to MRC Global Inc.) certifies the termination of registration under Section 12(g) and the suspension of reporting obligations under Sections 13 and 15(d). Together, the Form 8-K, Form 25 and Form 15 filings document the end of MRC Global’s status as an independent public reporting company.
On Stock Titan, these filings are available with AI-powered summaries that explain the significance of complex documents, including merger-related 8-Ks, delisting notices on Form 25, and deregistration on Form 15. Users can quickly understand how the DNOW transaction affected MRC Global shareholders, what exchange ratio was applied, and when the MRC ticker ceased trading, without reading every page of the underlying filings.
MRC Global Inc. completed its merger with DNOW Inc. on November 6, 2025. Each eligible and outstanding MRC Global common share was converted into the right to receive 0.9489 shares of DNOW common stock. MRC Global common stock ceased trading prior to market open on November 6, 2025 and was delisted from the NYSE; the company plans to file a Form 15 to suspend Exchange Act reporting.
In connection with closing, MRC Global (US) Inc. terminated its ABL and Term Loan credit agreements; all principal, accrued interest and fees were paid in full, related commitments were terminated, and liens and guarantees were released. Certain letters of credit were deemed issued under DNOW’s Wells Fargo Credit Agreement, with others remaining outstanding on a cash‑collateralized basis. All MRC directors and officers ceased service at the effective time; two former directors, George J. Damiris and Ronald L. Jadin, joined DNOW’s board. Special cash bonuses of $500,000 (Daniel J. Churay) and $250,000 (Grant R. Bates) will be paid on January 5, 2026.
MRC Global Inc. announced a NYSE Form 25 filing indicating removal of its common stock from listing and/or registration under Section 12(b)
The notice states that the New York Stock Exchange LLC has complied with its rules under 17 CFR 240.12d2-2(b), and that the issuer has complied with the Exchange’s rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal. This filing formally initiates the delisting and/or deregistration process for the company’s NYSE-listed common shares.
MRC Global Inc. (MRC) filed its Q3 2025 10-Q, reporting softer results and progress toward its merger with DNOW. Sales were $678 million, down from $771 million, and the quarter showed an operating loss of $3 million and a net loss of $9 million. For the first nine months, sales were $2,188 million versus $2,347 million a year ago, with net income from continuing operations of $12 million.
The planned all-stock merger with DNOW advances: each MRC share will convert into 0.9489 DNOW shares at closing, subject to customary closing conditions. Stockholders of both companies approved the deal on September 9, 2025; the HSR waiting period expired October 6, 2025, and required regulatory approvals were received on November 3, 2025.
Cash was $59 million with operating cash flows of $(67) million year-to-date. Debt totaled $476 million, including the Senior Secured Term Loan B and $134 million drawn on the Global ABL Facility, which had $477 million of availability at September 30, 2025. Year-to-date, the company repurchased 1,216,956 shares for $15 million. MRC completed the sale of its Canada operations in March, contributing a nine-month loss from discontinued operations of $30 million.
MRC Global Inc. (NYSE: MRC) furnished an update via an 8-K announcing financial results for the three and nine months ended September 30, 2025. The company provided a press release and an earnings presentation, available as Exhibit 99.1 and Exhibit 99.2, respectively.
The disclosure under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference except as specifically stated. The filing also includes forward-looking statements related to the proposed business combination between MRC Global and DNOW and directs investors to the Form S-4 and the definitive joint proxy statement/prospectus for details. Documents are accessible on sec.gov and the companies’ investor relations websites.
MRC Global reported that, as of November 3, 2025, it and DNOW have received all regulatory approvals required to complete their previously announced merger. The deal involves a two-step structure: MRC Global will first merge with a DNOW subsidiary, then merge into another DNOW subsidiary, leaving the combined business as a direct subsidiary of DNOW.
The companies noted that closing remains subject to satisfaction or waiver of customary closing conditions under the Merger Agreement.
MRC Global Inc. reports progress on its planned merger with DNOW Inc.. The companies previously agreed that MRC Global will first merge with a DNOW subsidiary, remaining as the surviving corporation at the initial effective time, and then immediately merge into another DNOW subsidiary that will continue as a wholly owned subsidiary of DNOW.
The transaction required expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. That HSR waiting period expired on October 6, 2025, satisfying a key regulatory condition. The mergers and related transactions still depend on other required regulatory approvals and customary closing conditions before they can be completed.
MRC Global Inc. reported that its stockholders approved its previously announced merger with DNOW Inc. at a special meeting held on September 9, 2025. Shareholders voted on the merger agreement, related executive compensation and a potential adjournment of the meeting.
The merger proposal passed with 75,749,444 votes in favor, 132,446 against and 419,623 abstentions, out of 76,301,513 shares present or represented by proxy. Stockholders also approved, on a non-binding basis, the merger-related compensation for named executive officers and the adjournment proposal, although adjournment was ultimately not needed.
MRC Global and DNOW have agreed to a two-step merger under a Merger Agreement where DNOW's wholly-owned subsidiaries will merge with and into MRC Global, leaving the pro forma combined company as a DNOW subsidiary. The filing references an S-4 Registration Statement declared effective by the SEC on August 5, 2025, and a definitive joint proxy statement/prospectus that was filed and mailed on or about August 5, 2025.
Goldman Sachs provided fairness-type valuation analyses using management-provided projections and CAPM-based discount rates. Reported implied present value ranges per share include: DNOW $15.44–$17.46; DNOW (alternate illustrative range) $15.70–$18.66; MRC Global $13.66–$16.78; pro forma combined company $15.97–$19.75. The filing also discloses shareholder lawsuits (two indexed actions and related demand letters) and notes management-provided inputs, projected share counts, and illustrative discount rates used in the analyses.
Frontier Capital Management Co., LLC reports beneficial ownership of 4,453,159 shares of MRC Global Inc. common stock, representing 5.23% of the class. The firm discloses sole voting power over 3,116,319 shares and sole dispositive power over the full 4,453,159 shares it reports, indicating it controls disposition decisions for the position while voting a subset.
The filer is an investment adviser organized in Delaware with a Boston principal office. The filing includes a certification that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.