Form 4: MRC Global Officer's Equity Converted in DNOW Merger

MRC Global Inc. officer Grant R. Bates converted all his equity holdings into DNOW Inc. shares and restricted stock units following the merger of the two companies.

Summary

• Grant R. Bates, SVP North America Operations & E-Commerce of MRC Global Inc. (the "Issuer"), reported changes in beneficial ownership following the merger of MRC Global Inc. with DNOW Inc. ("DNOW").
• The merger, effective November 6, 2025, involved MRC Global Inc. merging into Buck Merger Sub, Inc., and then into Stag Merger Sub, LLC, with LLC Sub continuing as the surviving company.
• All outstanding performance share units (PSUs) of MRC Global Inc. granted prior to February 2024 were canceled and converted into 26,192 shares of MRC common stock (performance deemed achieved), which were then converted into 0.9489 shares of DNOW common stock per MRC share, plus accrued unpaid dividend equivalents.
• Outstanding restricted stock units (RSUs) granted in February 2024 or later (33,037 units) were canceled and converted into DNOW restricted stock units.
• Outstanding RSUs granted prior to February 2024 (103,336 units) became fully vested, and each underlying MRC common stock share was converted into 0.9489 shares of DNOW common stock, plus accrued unpaid dividend equivalents.
• All directly held MRC Global Inc. common stock (103,336 shares) was converted into 0.9489 shares of DNOW common stock per share.
• Indirectly held MRC Global Inc. common stock by spouse (6,085 shares) was also disposed of, implying conversion into DNOW common stock.
• Outstanding PSUs granted in February 2024 or later (55,820 units) were canceled and converted into DNOW restricted stock units, based on 0.9489 DNOW shares per MRC share (performance deemed achieved).
• Following these transactions, Grant R. Bates beneficially owns 0 shares of MRC Global Inc. common stock directly and 0 shares indirectly.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger successfully completed, and the reporting person's equity was converted as per the merger terms, indicating a smooth transition of ownership and value.

Positives

• The completion of the merger provides clarity on the future structure and equity holdings for MRC Global Inc. stakeholders.
• Equity awards (PSUs and RSUs) were converted into DNOW equity or cash, ensuring continuity of value for the reporting person.

Negatives

• The reporting person no longer holds direct equity in MRC Global Inc., which has ceased to exist as an independent publicly traded entity.

Future Outlook

The filing details the mechanics of equity conversion as a result of a completed merger but does not provide forward-looking statements or guidance for the combined entity.

Industry Context

This announcement reflects a significant consolidation event within the distribution sector for pipes, valves, and fittings, with MRC Global Inc. being acquired by DNOW Inc. Such mergers typically aim to achieve synergies, expand market reach, and enhance operational efficiencies within the industry.

Stakeholder Impact

• Shareholders of MRC Global Inc. had their shares converted into DNOW Inc. common stock and cash for dividend equivalents, impacting their investment portfolio composition.
• Employees holding MRC Global Inc. equity awards, such as Grant R. Bates, had their awards converted into DNOW Inc. equity, maintaining their incentive alignment with the new parent company.

Next Steps

• Grant R. Bates now holds DNOW Inc. common stock and restricted stock units, subject to DNOW's corporate policies and vesting schedules.
• The combined entity, with DNOW Inc. as the surviving parent, will proceed with integration efforts.

Key Dates

Keywords

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