Form 4: MRC Global Officer Disposes Shares Post-DNOW Merger

MRC Global Inc. Vice President and Chief Accounting Officer, Gillian Anderson, reported the disposition of common stock and performance share units following the company's merger with DNOW Inc. on November 6, 2025.

Summary

• Gillian Anderson, Vice President and Chief Accounting Officer of MRC Global Inc., reported changes in her beneficial ownership of securities due to the merger of MRC Global Inc. with DNOW Inc. on November 6, 2025.
• Pursuant to the Merger Agreement dated June 26, 2025, MRC Global Inc. merged with and into Buck Merger Sub, Inc., and immediately thereafter, merged with and into Stag Merger Sub, LLC, with Stag Merger Sub, LLC continuing as the surviving company.
• At the effective time of the merger, each outstanding restricted stock unit (RSU) of MRC Global Inc. granted prior to February 2024 became fully vested.
• Each share of MRC Global Inc. common stock subject to such vested RSUs was converted into the right to receive 0.9489 shares of DNOW common stock, net of withholding taxes, plus cash for accrued but unpaid dividend equivalents.
• All previously reported Company RSUs granted prior to February 2024 were disposed of by the reporting person.
• Each outstanding share of MRC Global Inc. common stock was converted into the right to receive 0.9489 shares of DNOW common stock.
• The reporting person disposed of all previously reported shares of MRC Global Inc. common stock, totaling 22,301 and 12,457 shares, resulting in 0 shares beneficially owned.
• Outstanding Company RSUs granted in February 2024 or later were canceled and converted into awards of restricted stock units of DNOW common stock.
• Outstanding performance share units (PSUs) of MRC Global Inc. granted in February 2024 or later were canceled and converted into awards of restricted stock units of DNOW common stock, with performance deemed achieved, based on the 0.9489 exchange ratio.
• The reporting person disposed of 21,047 Performance Share Units, resulting in 0 units beneficially owned.

Sentiment

Score: 6

Explanation: The filing reports a factual transaction resulting from a merger, with the reporting person's equity awards converting or vesting as per the merger agreement, indicating a structured corporate event.

Positives

• Restricted stock units (RSUs) granted prior to February 2024 became fully vested as a result of the merger.
• Performance for performance share units (PSUs) granted in February 2024 or later was deemed achieved upon conversion into DNOW restricted stock units.

Future Outlook

NA

Industry Context

This filing reflects a significant consolidation event within the industrial distribution sector, specifically impacting companies involved in the supply of products to the energy and industrial markets. The merger of MRC Global Inc. and DNOW Inc. suggests a strategic move to enhance market position or operational efficiencies through scale.

Stakeholder Impact

• Shareholders of MRC Global Inc. had their common stock converted into DNOW Inc. common stock, altering their investment holdings.
• Employees holding MRC Global Inc. restricted stock units and performance share units had their awards converted into DNOW Inc. restricted stock units, with certain awards vesting or performance deemed achieved.

Key Dates

Keywords

MRC Global, DNOW, Merger, Form 4, Insider Transaction, Stock Conversion, Restricted Stock Units, Performance Share Units, Corporate Action