Form 4: MRC Global CEO's Equity Converts in DNOW Merger

MRC Global Inc. President and CEO Robert J. Saltiel's equity holdings were converted into DNOW Inc. securities following the merger between the two companies.

Summary

• Robert J. Saltiel, President and CEO of MRC Global Inc., reported changes in his beneficial ownership of MRC Global securities due to the merger with DNOW Inc.
• On November 6, 2025, Buck Merger Sub, Inc. merged into MRC Global Inc. (First Merger), and immediately after, MRC Global Inc. merged into Stag Merger Sub, LLC (Second Merger), with LLC Sub continuing as the surviving company.
• Pursuant to the Merger Agreement dated June 26, 2025, each outstanding share of MRC Global Common Stock was converted into the right to receive 0.9489 shares of DNOW common stock, plus accrued but unpaid dividend equivalents.
• MRC Global Performance Share Units (PSUs) granted prior to February 2024 were canceled and converted into MRC Global common stock, which then converted into DNOW common stock.
• MRC Global Restricted Stock Units (RSUs) granted in February 2024 or later were canceled and converted into DNOW restricted stock units.
• MRC Global RSUs granted prior to February 2024 became fully vested and converted into DNOW common stock.
• MRC Global PSUs granted in February 2024 or later were canceled and converted into DNOW restricted stock units, with performance deemed achieved.
• As a result of these transactions, Robert J. Saltiel disposed of all his previously reported MRC Global Common Stock, PSUs, and RSUs, resulting in zero direct beneficial ownership of MRC Global securities.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a significant strategic merger, which is generally a positive development for the companies involved, providing clarity and a path forward for the combined entity.

Positives

• The successful completion of the merger between MRC Global Inc. and DNOW Inc. provides clarity for shareholders and the combined entity's future operations.
• Robert J. Saltiel's equity holdings were converted into DNOW Inc. securities, indicating continued alignment with the combined company's performance.

Negatives

• MRC Global Inc. ceases to exist as an independent publicly traded entity following the merger.

Future Outlook

The filing indicates the successful completion of the merger, transitioning MRC Global Inc. into a part of DNOW Inc., suggesting a future under the combined entity's strategic direction.

Industry Context

This merger creates a larger, more integrated entity in the distribution of products and services to the energy and industrial sectors, potentially enhancing market position and operational efficiencies within the industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of MRC Global Inc. now hold shares of DNOW Inc., impacting their investment portfolio and future returns based on DNOW's performance.
• Employees, including management like Robert J. Saltiel, had their equity compensation converted into DNOW Inc. securities, aligning their incentives with the new combined entity.

Next Steps

• Integration of MRC Global Inc.'s operations and assets into DNOW Inc.'s structure.
• Continued management of equity holdings by former MRC Global insiders as DNOW Inc. securities.

Key Dates

Keywords

MRC Global, DNOW Inc., Merger, Form 4, Insider Transaction, Beneficial Ownership, Common Stock, Performance Share Units, Restricted Stock Units, Robert J. Saltiel