MRC GLOBAL INC.: M&A transaction — MRC Global completes merger with DNOW; shareholders receive 0.9489 DNOW shares per share

MRC GLOBAL INC.

Merger closed Nov 6, 2025; each MRC share converted into 0.9489 shares of DNOW common stock.
MRC Global common stock delisted from NYSE and will be deregistered under Section 12(b) of the Exchange Act.
All MRC directors and officers ceased; George J. Damiris and Ronald L. Jadin appointed to DNOW's board.
Existing ABL and Term Loan credit agreements terminated; all outstanding obligations paid in full.
Special transaction bonuses of $500,000 to Daniel Churay and $250,000 to Grant Bates granted, payable Jan 5, 2026.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.03 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

MRC GLOBAL INC.: Upon merger consummation, Merger Sub's certificate of incorporation and bylaws became those of MRC Global (effective 2025-11-06).

Change: bylaw amendment
Effective: 2025-11-06

Exact text from the filing

on November 6, 2025, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, as set forth on Exhibits 3.1 and 3.2 of this Current Report, became the certificate of incorporation and bylaws of MRC Global.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

MRC GLOBAL INC. underwent a change of control involving DNOW Inc. for 0.9489 shares of DNOW common stock (closed 2025-11-06).

Action: change of control
Counterparty: DNOW Inc.
Consideration: 0.9489 shares of DNOW common stock
Closing: 2025-11-06

Exact text from the filing

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 (“DNOW Common Stock”) (the “Merger Consideration”), with cash paid in lieu of the issuance of fractional shares; • each

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Source: SEC EDGAR

accession 0001193125-25-269775

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