{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-269775","form_type":"8-K","ticker":null,"cik":"0001439095","company_name":"MRC GLOBAL INC.","filed_at":"2025-11-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.419646+00:00","generated_at":"2026-05-16T23:35:27.557828+00:00","sec_items":["1.02","2.01","3.01","3.03","5.03","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"MRC Global completes merger with DNOW; shareholders receive 0.9489 DNOW shares per share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-269775","json":"https://secwatch.observer/filing/0001193125-25-269775.json","markdown":"https://secwatch.observer/filing/0001193125-25-269775.md","text":"https://secwatch.observer/filing/0001193125-25-269775.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/d265684d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T23:35:27.557828+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8b1717e894122a23fdfbf851803b318c497dc71a","claim":"MRC GLOBAL INC.: Upon merger consummation, Merger Sub's certificate of incorporation and bylaws became those of MRC Global (effective 2025-11-06).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","confidence":0.9},{"claim_id":"242c43d9927aef6e432fb6bc06ba2066c92428c0","claim":"MRC GLOBAL INC. underwent a change of control involving DNOW Inc. for 0.9489 shares of DNOW common stock (closed 2025-11-06).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_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"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"As a result of the Business Combination, the Company ceased being a shell company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001104659-26-054519","ticker":"UHG","company_name":"United Homes Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054519","json":"https://secwatch.observer/filing/0001104659-26-054519.json","markdown":"https://secwatch.observer/filing/0001104659-26-054519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/tm2613353d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1439095/000119312525269775/0001193125-25-269775-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n 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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}