Form 4: MRC Global Officer Converts Equity in DNOW Merger

MRC Global's SVP and Chief Human Resources Officer, Shweta Kurvey-Mishra, converted all her equity awards and common stock into DNOW Inc. securities following the merger effective November 6, 2025.

Summary

• MRC Global Inc. (the "Issuer") merged with DNOW Inc. ("DNOW") effective November 6, 2025, pursuant to an agreement dated June 26, 2025.
• Shweta Kurvey-Mishra, SVP and Chief Human Resources Officer of MRC Global, reported changes in her beneficial ownership due to this merger.
• All outstanding performance share units (PSUs) and restricted stock units (RSUs) of MRC Global were canceled and converted.
• PSUs granted prior to February 2024 and RSUs granted prior to February 2024 were converted into MRC common stock, which then converted into 0.9489 shares of DNOW common stock per MRC share, plus cash for accrued dividend equivalents.
• PSUs and RSUs granted in February 2024 or later were canceled and converted into DNOW restricted stock units.
• The reporting person disposed of a total of 102,351 shares of MRC Common Stock and 44,105 MRC Performance Share Units (derivative securities) as a result of these conversions.
• Following the transactions, the reporting person beneficially owns 0 shares of MRC Global Common Stock and 0 MRC Global derivative securities.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider's equity conversions and dispositions resulting from a completed merger, without expressing positive or negative sentiment regarding the company's operational performance or future prospects.

Positives

• The merger between MRC Global Inc. and DNOW Inc. successfully completed, indicating a strategic consolidation.
• Equity awards held by the reporting person were converted into DNOW securities, providing continuity of ownership in the combined entity.

Negatives

• MRC Global Inc. ceased to exist as an independent public entity following the merger.

Future Outlook

The filing details the completed merger of MRC Global Inc. into DNOW Inc., resulting in the conversion of MRC Global's equity securities and awards into DNOW's. It does not provide forward-looking statements regarding the combined entity's future performance.

Management Comments

• On November 6, 2025, pursuant to the Agreement and Plan of Merger, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation, and immediately following, the Issuer merged with and into LLC Sub, with LLC Sub continuing as the surviving company.
• Each outstanding performance share unit of the Issuer that was issued under the stock incentive plans of the Issuer that vests based on the achievement of performance metrics that was granted prior to February 2024 was canceled, and the holder became entitled to receive shares of the Issuer's common stock.
• Each such share of Company Common Stock was converted into the right to receive 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and an amount in cash equal to the accrued but unpaid dividend equivalents.
• Each outstanding restricted stock unit of the Issuer that vests solely based on continued employment or services that was granted in February 2024 or later was canceled and converted into an award of restricted stock units of DNOW common stock.
• Each outstanding Company RSU that was granted prior to February 2024 became fully vested. Each share of the Company Common Stock subject to such Company RSU was converted into the right to receive 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and an amount in cash equal to the accrued but unpaid dividend equivalents.

Industry Context

This filing reflects a significant consolidation event in the industrial and energy distribution sector, with MRC Global Inc. being acquired by DNOW Inc. Such mergers typically aim to achieve economies of scale, expand market reach, and enhance competitive positioning within the industry.

Comparison to Industry Standards

• Not applicable. This Form 4 reports an insider's equity transactions resulting from a merger, rather than operational or financial performance that would be benchmarked against industry standards or comparable companies/projects.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of MRC Global Inc. became shareholders of DNOW Inc. as a result of the merger.
• Employees holding MRC Global Inc. equity awards had them converted into DNOW Inc. equity awards or common stock.
• The merger impacts the corporate identity and strategic direction for all former MRC Global Inc. stakeholders.

Next Steps

• The reporting person now holds DNOW Inc. securities, subject to DNOW's corporate governance and reporting requirements.
• The combined entity (DNOW Inc.) will proceed with integration efforts following the merger.

Key Dates

Keywords

MRC Global Inc., DNOW Inc., Merger, Form 4, Beneficial Ownership, Equity Awards, Performance Share Units, Restricted Stock Units, Insider Transaction, Corporate Action, Stock Conversion