SCHEDULE: Vanguard Group Amends DNOW Inc. Stake to 10.5%

The Vanguard Group has filed an amended Schedule 13G, reporting a 10.5% beneficial ownership stake in DNOW Inc. as of December 31, 2025.

Summary

• The Vanguard Group reported beneficial ownership of 19,498,204 shares of DNOW Inc. common stock.
• This represents 10.50% of DNOW Inc.'s outstanding common stock.
• The filing is an Amendment No. 11 to a previous Schedule 13G.
• The Vanguard Group holds shared voting power over 1,434,304 shares and shared dispositive power over all 19,498,204 shares.
• The shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of DNOW Inc.
• The Vanguard Group underwent an internal realignment on January 12, 2026, after which it no longer performs portfolio management services or administers proxy voting, with subsidiaries expected to report beneficial ownership separately.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine disclosure of a significant, passive institutional holding, which is generally a stable factor for a public company. The internal realignment at Vanguard is an operational detail for the fund manager, not directly impacting DNOW Inc.'s fundamentals.

Positives

• Significant institutional ownership by The Vanguard Group, a major asset manager, can signal confidence in DNOW Inc.'s long-term prospects.
• The holding is for investment purposes in the ordinary course of business, indicating no immediate intent to influence control, which can provide stability.

Negatives

• The internal realignment at The Vanguard Group means future beneficial ownership reporting will be disaggregated, potentially making it harder to track the aggregate Vanguard position in DNOW Inc.

Future Outlook

NA

Management Comments

• The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
• No one other person's interest in the securities reported herein is more than 5%.
• By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.

Industry Context

StockSavvy.ai notes that large institutional holdings, such as Vanguard's 10.5% stake in DNOW Inc., are common for widely held public companies. Such passive investment often reflects inclusion in broad market indices that Vanguard's funds track, rather than a specific active investment thesis on DNOW Inc. The internal realignment at Vanguard, leading to disaggregated reporting, is an internal operational change for the asset manager and not specific to DNOW Inc. or its industry.

Comparison to Industry Standards

• StockSavvy.ai observes that a 10.5% stake by a major passive fund manager like Vanguard is typical for companies included in broad market indices. For example, Vanguard's S&P 500 index funds hold similar significant stakes across numerous companies within that index, such as a 7-12% average stake in companies like ExxonMobil or Chevron, which operate in related energy sectors. This level of ownership is generally considered standard for a large-cap index fund's holdings.

Stakeholder Impact

• Shareholders: The continued significant institutional ownership by Vanguard provides stability and liquidity for DNOW Inc. shares. The disaggregated reporting by Vanguard's subsidiaries might slightly alter how investors track aggregate Vanguard holdings in the future.

Next Steps

• The Vanguard Group anticipates that certain subsidiaries or business divisions will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on SEC Release No. 34-39538.

Key Dates

Recommendation

The Schedule 13G filing from The Vanguard Group is a routine disclosure of a significant, passive ownership stake in DNOW Inc. at 10.5%. This type of filing primarily confirms institutional presence and does not offer new insights into DNOW Inc.'s operational performance, financial health, or strategic direction that would necessitate a "buy" or "sell" recommendation. The internal realignment at Vanguard is an internal operational matter for the asset manager and does not directly impact DNOW Inc.'s investment thesis. Therefore, a "hold" recommendation is appropriate, maintaining existing positions based on DNOW Inc.'s fundamentals rather than this ownership update.

Keywords

DNOW Inc, Vanguard Group, Schedule 13G, beneficial ownership, institutional investor, common stock, SEC filing, investment