Form 4: MRC Global Director Sells Shares Post-DNOW Merger
Insider Transaction Report
MRC Global Inc. Director Ronald L. Jadin disposed of 57,139 common shares following the company's merger with DNOW Inc., converting into DNOW common stock.
Summary
- MRC Global Inc. completed its merger with DNOW Inc. on November 6, 2025, through a two-step process involving Buck Merger Sub, Inc. and Stag Merger Sub, LLC.
- As a result 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 issued under MRC Global Inc.'s stock incentive plans became fully vested and converted into 0.9489 shares of DNOW common stock per share, along with an amount in cash for accrued but unpaid dividends.
- Ronald L. Jadin, a Director of MRC Global Inc., disposed of all 57,139 shares of common stock he previously held in MRC Global Inc. due to this merger.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed corporate action and an insider's resulting transaction, providing no explicit positive or negative sentiment.
Industry Context
This filing reports the completion of a significant corporate consolidation event within the industrial distribution sector, where MRC Global Inc. merged with DNOW Inc.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Ronald L. Jadin (for MRC Global Inc.) | November 6, 2025 | Merger of MRC Global Inc. with DNOW Inc., resulting in MRC Global Inc. no longer being a standalone public company subject to Section 16 reporting requirements for its directors. |
Stakeholder Impact
- Shareholders of MRC Global Inc. received 0.9489 shares of DNOW common stock for each share of MRC Global Inc. common stock they held.
- Holders of Company Restricted Stock received 0.9489 shares of DNOW common stock per share and cash for accrued but unpaid dividends.
Key Dates
| Date | Description |
|---|---|
| June 26, 2025 | Date of the Agreement and Plan of Merger between MRC Global Inc. and DNOW Inc. |
| November 6, 2025 | Effective Time of the First Merger and Second Merger, and the transaction date for the disposal of shares. |
| November 7, 2025 | Date the Statement of Changes in Beneficial Ownership (Form 4) was signed and filed. |
Keywords
MRC Global, DNOW, Merger, Form 4, Insider Transaction, Common Stock, Director, Share Disposal, Corporate Action, Equity Conversion
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