8-K filed November 6, 2025, 6:59 PM ET CIK 0001439095

M&A confidence high sentiment neutral materiality 0.95

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

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filed_at: 2025-11-06T23:59:59+00:00
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Source-grounded claims

8b1717e894122a23fdfbf851803b318c497dc71a

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

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

242c43d9927aef6e432fb6bc06ba2066c92428c0

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

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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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As a result of the Business Combination, the Company ceased being a shell company

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FARMER BROTHERS CO May 5, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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EKSO BIONICS HOLDINGS, INC. May 5, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

Filing page SEC filing

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United Homes Group, Inc. May 4, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.02, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

Filing page SEC filing

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FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

NVRI

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ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

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CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

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