MRC Global to merge with DNOW in all-stock deal; exchange ratio set at 0.9489

MRC GLOBAL INC.

Each MRC Global share converts to 0.9489 DNOW shares; transaction subject to stockholder and regulatory approvals.
Termination fee of $45.5M payable if either party accepts superior proposal or breaches non-solicitation.
Post-merger DNOW board to expand to ten directors, including two from MRC Global's board.
MRC Global extends CEO Churay's non-compete to 24 months; grants CFO McCarthy $150,000 retention bonus.
Expected closing by June 26, 2026, with possible extensions to Dec 2026 if regulatory delays occur.

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