Form 4: MRC Global Director's Shares Convert in DNOW Merger

MRC Global Inc. director Leonard M. Anthony disposed of all his common stock holdings as the company merged with DNOW Inc. on November 6, 2025.

Summary

• Leonard M. Anthony, a Director of MRC Global Inc., reported the disposition of 72,842 shares of MRC Global Inc. Common Stock.
• The transaction occurred on November 6, 2025, and was a direct result of the Agreement and Plan of Merger dated June 26, 2025.
• MRC Global Inc. merged with and into Buck Merger Sub, Inc. and then Stag Merger Sub, LLC, both subsidiaries of DNOW Inc., with LLC Sub continuing as the surviving company.
• At the effective time of the merger, each outstanding share of MRC Global Inc. common stock was converted into the right to receive 0.9489 shares of DNOW common stock.
• Company Restricted Stock, vesting solely based on continued employment, became fully vested and converted into 0.9489 shares of DNOW common stock per share, plus accrued but unpaid dividends.
• As a consequence of the merger, Leonard M. Anthony no longer beneficially owns shares of MRC Global Inc.

Sentiment

Score: 5

Explanation: The filing is a factual report of a mandatory transaction resulting from a pre-announced merger, thus it carries a neutral sentiment regarding the transaction itself.

Positives

• Completion of the merger between MRC Global Inc. and DNOW Inc. signifies the successful execution of a strategic corporate event.
• The reporting person's equity interest was converted into shares of DNOW Inc., maintaining a stake in the combined entity.

Negatives

• MRC Global Inc. common stock ceased to exist as a standalone security following the merger, meaning investors no longer hold direct equity in MRC Global Inc. as a separate entity.

Future Outlook

The filing confirms the completion of the merger, indicating that MRC Global Inc. has ceased to exist as a standalone public entity, with its shareholders now holding DNOW Inc. common stock. No further forward-looking statements regarding the combined entity's performance or strategy are provided.

Industry Context

This filing reflects a consolidation event within the industry, where MRC Global Inc., a distributor of pipes, valves, and fittings, has merged with DNOW Inc., another prominent distributor in the energy and industrial sectors. Such mergers often aim to achieve economies of scale, expand market reach, and enhance competitive positioning.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of MRC Global Inc. are now shareholders of DNOW Inc., with their investment converted based on the specified exchange ratio.
• Employees of MRC Global Inc. are now part of the combined DNOW Inc. organization, subject to its policies and integration plans.

Next Steps

• Shareholders of MRC Global Inc. now hold shares of DNOW Inc. and will be subject to DNOW Inc.'s corporate governance and financial reporting.

Key Dates

Keywords

MRC Global, DNOW, Merger, Form 4, Beneficial Ownership, Stock Conversion, Director Transaction, Corporate Action