<div id="readability-page-1"><div><p>DNOW Inc. (NYSE:DNOW) entered into a definitive merger agreement to acquire MRC Global Inc. (NYSE:MRC) from group of shareholders for $1.2 billion on June 26, 2025. Under the terms of the agreement, MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global common stock. Upon completion of the transaction, DNOW and MRC Global shareholders will respectively own approximately 56.5% and approximately 43.5% of the combined company on a fully diluted basis. The combined company will be named DNOW and trade on the NYSE under the DNOW ticker. The DNOW and MRC Global brands will continue following closing of the transaction. The combined company will remain headquartered in Houston, Texas. In case of termination of the transaction under certain circumstances by either party, the applicable party would be required to pay a termination fee to the other party of $45.5 million.</p><p>  Upon completion of the transaction, David Cherechinsky, President and Chief Executive Officer of DNOW, will serve as President and Chief Executive Officer of the combined company, and Mark Johnson, Chief Financial Officer of DNOW, will serve as Chief Financial Officer of the combined company. Following closing, DNOW?s Board of Directors will expand from eight to 10 directors to include two of MRC Global?s current independent board members. Dick Alario will continue to serve as Chairman of the Board.</p><p>  The transaction is subject to obtaining DNOW and MRC Global shareholder approval, regulatory clearances, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, certain other specified competition and foreign investment approvals having been obtained, the effectiveness of the registration statement on Form S-4 to be filed by DNOW, the authorization for listing of DNOW common stock to be issued as Merger Consideration on the New York Stock Exchange and satisfaction of other customary closing conditions. The transaction has received unanimous approval by both DNOW and MRC Global Board of Directors. The transaction is currently anticipated to close in the fourth quarter of 2025. The Registration Statement was declared effective by the Securities and Exchange Commission on August 5, 2025. As of September 9, 2025 shareholders of DNOW has approved the transaction. On September 9, 2025, MRC Global held a special meeting of stockholders where the transaction was approved by the target shareholders. The statutory waiting period under the HSR Act expired on October 6, 2025.</p><p>  Goldman Sachs &amp; Co. LLC is serving as exclusive financial advisor and fairness opinion provider to DNOW and has provided committed financing. Goldman Sachs &amp; Co. LLC will receive a fee of $19 million. Sean T. Wheeler,Debbie P. Yee,Camille Elizabeth Meissner,Rachael L. Lichman,Layton Bell,Julian J. Seiguer,J. Robert Fowler and Stephanie Jeane of Kirkland &amp; Ellis LLP acted as legal advisors to DNOW. Joele Frank is serving as DNOW?s strategic communications advisor. J.P. Morgan Securities LLC is serving as exclusive financial advisor,fairness opinion provider to MRC Global and will receive a fee of $20 million for advisory services and $3 million towards opinion rendered. Joseph Hold,Michael S. Miller,Natasha G. Kohne,Ryan S. Stronczer,David C. Lee,Jim Wetwiska,Jessica H. Maloney,Andrew Oelz,David H. Quigley,Alexis G. Guinan,Amanda Bender,Bryan D. Flannery,Eric L. Muñoz,Alexander Rosselli,Dennis S. Schmelzer,Scott Pettifor,Brian Rafkin,Gorav Jindal,Alex Lau,esiree E. Busching,Aaron S. Farovitch,Stephanie Bollheimer,Aaron D. Vera,Alison L. Chen,Leana N. Garipova,Timothy Jonas Clark and Kerry E. Berchem of Akin Gump Strauss Hauer &amp; Feld, LLP acted as its legal advisors. Collected Strategies is serving as MRC Global?s strategic communications advisor. Equiniti Trust Company, LLC acted as transfer agent to DNOW. Okapi Partners, LLC acted as proxy solicitor to DNOW and will receive a fee of $30,000. Sodali &amp; Co acted as proxy solicitor to MRC Global Inc and will receive a fee of $100,000.</p><p>DNOW Inc. (NYSE:DNOW) completed the acquisition of MRC Global Inc. (NYSE:MRC) from group of shareholders on November 6, 2025.</p></div></div>

DNOW

<p>DNOW Inc. has completed the acquisition of MRC Global Inc. for $1.2 billion, with MRC shareholders receiving 0.9489 shares of DNOW stock for each share of MRC. The combined company will retain the DNOW name and trade under the DNOW ticker, with headquarters in Houston. The transaction, approved by both boards, is subject to regulatory clearances and customary closing conditions, and is expected to close in Q4 2025. Goldman Sachs and J.P. Morgan served as financial advisors for the respective companies.</p>

DNOW Inc. completed the acquisition of MRC Global Inc. from group of shareholders.