Results of Operations and Financial Condition. On August 6, 2026, DNOW Inc. issued a press release announcing earnings for the quarter ended June 30, 2026 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the l…

Results of Operations and Financial Condition. On May 7, 2026, DNOW Inc. issued a press release announcing earnings for the quarter ended March 31, 2026 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the lia…

Director — Rodney Eads: Mr. Eads is not standing for reelection to the Board of Directors.

Results of Operations and Financial Condition On February 20, 2026, DNOW Inc. issued a press release announcing earnings for the quarter and full year ended December 31, 2025 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherw…

Completion of Acquisition or Disposition of Assets. As discussed in the Introductory Note, on the Closing Date, the Company completed its previously announced acquisition of MRC Global and its subsidiaries. At the First Merger Effective Time, subject to certain exceptions: • each eligible share of MRC Global common stock, par value $0.01 per share (“ MRC Global Common Stock ”) was converted automatically into the right to receive 0.9489 shares of DNOW common stock, par value $0.01 per share (…

Entry into a Material Definitive Agreement. Debt Financing On the Closing Date, the Company, together with certain direct and indirect subsidiaries of the Company (collectively, the “ Borrowers ”), entered into an Amended and Restated Credit Agreement with a syndicate of lenders and Wells Fargo Bank, National Association, serving as the administrative agent, an issuing lender and swing lender (the “ Amended Credit Agreement ”), that amends and restates the Company’s existing senior secured as…

Chief Accounting Officer — Gillian Anderson: The filing discloses the appointment of an external candidate as Vice President and Chief Accounting Officer, which is a new hire rather than a departure.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Results of Operations and Financial Condition On November 5, 2025, DNOW Inc. issued a press release announcing earnings for the quarter ended September 30, 2025 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to…

Other Events. As previously announced, on June 26, 2025, DNOW Inc., a Delaware corporation (NYSE: DNOW) (“ DNOW ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with MRC Global, Inc., a Delaware corporation (“ MRC Global ”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“ Merger Sub ”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“ LLC Sub ”), pursuant to…

Results of Operations and Financial Condition On August 6, 2025, DNOW Inc. issued a press release announcing earnings for the quarter ended June 30, 2025 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the li…

Entry into a Material Definitive Agreement. Merger Agreement On June 26, 2025, DNOW Inc., a Delaware corporation (“ DNOW ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with MRC Global, Inc. (“ MRC Global ”), a Delaware corporation, Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“ Merger Sub ”) and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“ LLC Sub ”). The…

Changes in Registrant’s Certifying Accountant. The Audit Committee (the “Committee”) of the Board of Directors of DNOW Inc. (the “Company”) has conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. As a result of this process, following the review and evaluation of proposals from participating firms, on May 21, 2025, the Committee approved the appointment of KPMG LLP (“KPMG”) as the Comp…

Results of Operations and Financial Condition On May 7, 2025, DNOW Inc. issued a press release announcing earnings for the quarter ended March 31, 2025 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liab…

Results of Operations and Financial Condition On February 13, 2025, DNOW Inc. issued a press release announcing earnings for the quarter and full year ended December 31, 2024 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherw…

Other Events. On January 24, 2025, the Board of Directors (the “ Board ”) of the Company authorized and approved a share repurchase program (the “ Share Repurchase Program ”) for up to $160 million of the currently outstanding shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”). Under the Share Repurchase Program, the Company intends to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, block purchases or othe…

Results of Operations and Financial Condition On November 7, 2024, DNOW Inc. issued a press release announcing earnings for the quarter ended September 30, 2024 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to…

Results of Operations and Financial Condition On August 7, 2024, DNOW Inc. issued a press release announcing earnings for the quarter ended June 30, 2024 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the li…

Results of Operations and Financial Condition On May 10, 2024, DNOW Inc. issued a press release announcing earnings for the quarter ended March 31, 2024 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the lia…