Form 4: DNOW Executive Raymond Chang Reports Stock Changes

DNOW's Vice President and General Counsel, Raymond W. Chang, reported routine changes in his beneficial ownership of common stock, including performance-based acquisitions and tax-related dispositions.

Summary

• Raymond W. Chang, Vice President and General Counsel of DNOW Inc., reported changes in his beneficial ownership of common stock.
• On February 20, 2026, Chang acquired 20,999 shares of common stock for no consideration, resulting from the satisfaction of performance criteria for an award of performance shares.
• On the same date, 12,533 shares of common stock were disposed of at $13.23 per share to satisfy tax withholding liability from the vesting of restricted shares.
• Additionally, 8,264 shares of common stock were disposed of at $13.23 per share to satisfy tax withholding liability from the vesting of performance award shares.
• Following these transactions, Chang directly beneficially owns 320,146 shares of DNOW common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing. The acquisition of shares due to met performance criteria is positive, while the dispositions are routine tax-related events, not indicative of a negative outlook.

Positives

• Acquisition of 20,999 common shares indicates that performance criteria underlying an award of performance shares were met.

Negatives

• Dispositions of 12,533 shares and 8,264 shares were for tax withholding purposes, not a discretionary sale for profit.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• Shares were received for no consideration upon the satisfaction of performance criteria underlying an award of performance shares.
• Shares were withheld from the vesting of restricted shares to satisfy tax withholding liability.
• Shares were withheld from the vesting of performance award shares to satisfy tax withholding liability.

Industry Context

StockSavvy.ai notes that insider transaction filings like Form 4 provide transparency into executive compensation and ownership changes. These specific transactions, involving performance-based awards and tax-related dispositions, are common components of executive compensation packages and generally do not signal a change in management's sentiment regarding the company's prospects.

Comparison to Industry Standards

• Executive compensation structures, including restricted stock units and performance share awards with associated tax withholding, are standard practice across publicly traded companies in various industries. The reported transactions align with typical compensation mechanisms designed to incentivize long-term performance and retain key executives. No specific comparable companies or projects are detailed in this filing.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership, confirming that performance targets were met for a portion of executive awards.

Key Dates

Recommendation

The reported transactions are routine insider activities related to executive compensation and tax obligations, not discretionary open market purchases or sales. The acquisition of shares is due to performance criteria being met, which is a positive sign for the company's operational execution. The dispositions are for tax withholding, a standard practice. Therefore, these filings do not provide a strong signal for a 'buy' or 'sell' recommendation but rather support a 'hold' as they reflect normal course of business for executive compensation.

Keywords

DNOW, insider transaction, Form 4, beneficial ownership, executive compensation, Raymond Chang, performance shares, restricted stock, tax withholding