Form 4: MRC Global Executive Disposes Shares Post-Merger

MRC Global Inc. SVP John P. McCarthy reported the disposition of all his company common stock and equity awards following the merger with DNOW Inc.

Summary

• MRC Global Inc. (the "Issuer") merged with and into DNOW Inc. ("DNOW") through a two-step merger process, with LLC Sub continuing as the surviving company.
• John P. McCarthy, SVP-Supply Chain, Quality & Technical Sales, disposed of all his beneficial ownership in MRC Global Inc. common stock and derivative securities.
• On November 6, 2025, 65,770 shares of Common Stock were acquired by McCarthy, resulting from the vesting and conversion of certain Performance Share Units (PSUs) granted prior to February 2024.
• Concurrently on November 6, 2025, 65,770 shares of Common Stock were disposed of, as they were converted into the right to receive 0.9489 shares of DNOW common stock per share, plus accrued dividend equivalents.
• An additional 26,642 shares of Common Stock were disposed of due to the cancellation and conversion of Restricted Stock Units (RSUs) granted in February 2024 or later into DNOW restricted stock units.
• Furthermore, 83,969 shares of Common Stock were disposed of, representing previously reported Company RSUs granted prior to February 2024 (which became fully vested and converted to DNOW shares and cash) and all other outstanding Company Common Stock.
• Following these transactions, McCarthy's beneficial ownership of MRC Global Inc. Common Stock is 0 shares.
• All outstanding Performance Share Units (PSUs) of MRC Global Inc. were canceled and converted: 15,485 units (granted prior to February 2024) were converted into common stock and then into DNOW shares/cash, and 33,061 units (granted in February 2024 or later) were converted into DNOW restricted stock units.
• The conversion ratio for MRC Global Inc. common stock was 0.9489 shares of DNOW common stock per share of MRC Global common stock, net of withholding taxes, and an amount in cash for accrued but unpaid dividend equivalents where applicable.

Sentiment

Score: 5

Explanation: The filing is neutral as it is a mandatory report of a completed transaction (merger-related disposition of securities) and does not provide new information on company performance or future prospects.

Future Outlook

This filing does not contain forward-looking statements or guidance, as it reports completed transactions related to a merger.

Industry Context

The merger of MRC Global Inc. into DNOW Inc. represents a significant consolidation event within the industrial distribution sector, potentially aiming to enhance market position, operational efficiencies, or expand service offerings in a competitive landscape.

Stakeholder Impact

• Shareholders of MRC Global Inc. had their common stock converted into DNOW common stock and, in some cases, cash for dividend equivalents.
• Employees holding MRC Global Inc. equity awards (PSUs, RSUs) had these awards converted into DNOW common stock or DNOW restricted stock units, impacting their future equity compensation structure.

Key Dates

Keywords

MRC Global, DNOW, Merger, Form 4, Beneficial Ownership, Equity Awards, Performance Share Units, Restricted Stock Units, Insider Transaction