Form 4: MRC Global Director Disposes Shares in DNOW Merger

MRC Global Inc. Director David A. Hager disposed of all common stock holdings following the company's merger with DNOW Inc. on November 6, 2025.

Summary

• David A. Hager, a Director of MRC Global Inc., reported the disposal of 25,976 shares of MRC Global Inc. Common Stock on November 6, 2025.
• The disposal occurred pursuant to an Agreement and Plan of Merger dated June 26, 2025, between MRC Global Inc. (the "Issuer"), DNOW Inc. ("DNOW"), Buck Merger Sub, Inc., and Stag Merger Sub, LLC.
• In the merger, Buck Merger Sub, Inc. merged into MRC Global Inc. (the "First Merger"), and immediately thereafter, MRC Global Inc. merged into Stag Merger Sub, LLC (the "Second Merger").
• At the effective time of the merger, each outstanding share of MRC Global Inc.'s common stock was converted into the right to receive 0.9489 shares of DNOW common stock.
• Company Restricted Stock, which vested solely based on continued employment, became fully vested and converted into 0.9489 shares of DNOW common stock per share, plus an amount in cash for accrued but unpaid dividends.
• As a result of the merger, David A. Hager disposed of all shares of common stock of MRC Global Inc. previously reported, resulting in a beneficial ownership of 0 shares.

Sentiment

Score: 5

Explanation: Neutral. This Form 4 is a factual report of a transaction resulting from a merger, not an operational or financial performance update. The sentiment is purely informational regarding the change in beneficial ownership due to a corporate action.

Future Outlook

This filing is a report of a completed transaction and does not contain forward-looking statements or guidance.

Industry Context

The merger of MRC Global Inc. with DNOW Inc. represents a significant consolidation event within the industrial distribution sector, potentially aiming to enhance market position, operational scale, and efficiency through combined resources and customer bases.

Stakeholder Impact

• Shareholders of MRC Global Inc. are impacted by the conversion of their shares into DNOW Inc. common stock, changing their investment vehicle and future exposure.
• Employees holding Company Restricted Stock saw their equity compensation vest and convert, potentially affecting their personal financial planning and alignment with the new combined entity.

Key Dates

Keywords

MRC Global, DNOW Inc., Merger, Form 4, Insider Transaction, Stock Disposal, David A. Hager, Corporate Action