8-K
DNOW Inc. (DNOW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 6, 2025
DNOW INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36325 | 46-4191184 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 7402 North Eldridge Parkway<br> <br>Houston, Texas | 77041 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 281-823-4700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 | DNOW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition |
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On August 6, 2025, DNOW Inc. issued a press release announcing earnings for the quarter ended June 30, 2025 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits
The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:
| 99.1 | DNOW Inc. press release dated August 6, 2025 announcing the earnings results for the second quarter ended June 30, 2025. |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 6, 2025 | DNOW INC. |
|---|---|
| /s/ Raymond W. Chang | |
| Raymond W. Chang<br> <br>Vice President & General Counsel |
EX-99.1
Exhibit 99.1
| Earnings Conference Call<br><br><br>August 6, 2025<br> <br>8:00 a.m. CT<br><br><br>1 (888) 660-6431 (within North America)<br><br><br>1 (929) 203-2118 (outside North America)<br><br><br>Access Code: 7372055<br> <br>Webcast:<br>ir.dnow.com |
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DNOW Reports Second Quarter 2025 Results
HOUSTON, TX, August 6, 2025—DNOW Inc. (NYSE: DNOW) announced results for the second quarter ended June 30, 2025.
Merger Agreement with MRC Global Inc. (NYSE: MRC)
| • | On June 26, 2025, DNOW and MRC Global jointly announced a definitive merger agreement under which DNOW will<br>acquire MRC Global in an all-stock transaction valued at approximately $1.5 billion |
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| • | The transaction was unanimously approved by both the DNOW and MRC Global boards of directors and is currently<br>anticipated to close in the fourth quarter of 2025, subject to shareholder approvals, regulatory approvals and other customary closing conditions |
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Financial Highlights
| • | Revenue was $628 million for the second quarter of 2025 |
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| • | Net income attributable to DNOW Inc. was $25 million, or $0.23 per diluted share, for the second quarter of<br>2025 |
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| • | Non-GAAP net income attributable to DNOW Inc. excluding other costs was<br>$29 million, or $0.27 per diluted share, for the second quarter of 2025 |
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| • | EBITDA excluding other costs was $51 million or 8.1% of revenue for the second quarter of 2025<br> |
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| • | Cash provided by operating activities was $45 million for the second quarter of 2025 and $225 million<br>for the trailing four quarters ending June 30, 2025 |
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| • | Repurchased $19 million of common stock in the second quarter of 2025, and $27 million year-to-date ending June 30, 2025 |
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| • | Cash and cash equivalents was $232 million and long-term debt was zero at June 30, 2025, with total<br>liquidity of approximately $582 million |
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David Cherechinsky, President and CEO of DNOW, added, “Our team continues to execute our strategic plan, generating $628 million in revenue for the second quarter of 2025, up 5% sequentially, at the top-end of our guided range, while producing our best second-quarter EBITDA results in our public-company history, at $51 million dollars, or 8.1% of revenue.
We also recently announced an important milestone in the strategic advancement of DNOW, agreeing to combine with MRC Global. This transaction will create a premier energy industrial solutions provider with a highly complementary, balanced portfolio of business and a diversified customer base fortifying long-term profitability and cash flow generation. Together, we will have enhanced opportunities in artificial intelligence infrastructure, alternative energy, electrification, LNG, mining and other attractive industrial sectors, bringing additional opportunities to drive value creation. Our team remains focused on advancing our strategy while planning for our future together with MRC Global.
As a result of our solid first-half performance, we are reaffirming our full-year 2025 revenue and EBITDA guidance and reaffirming 2025 free cash flow guidance targeted at $150 million. I want to recognize and thank our DNOW team for their relentless focus on delighting the customer. This is truly an exciting period in DNOW’s history, and I am energized by the opportunities ahead and confident in our ability to create lasting value for our shareholders.”
Prior to the earnings conference call a presentation titled “DNOW Second Quarter 2025 Earnings Presentation” will be available on the Company’s Investor Relations website.
About DNOW
DNOW is a supplier of energy and industrial products and packaged, engineered process and production equipment with a legacy of over 160 years. Headquartered in Houston, Texas, with approximately 2,575 employees and a network of locations, we offer a broad set of supply chain solutions combined with a suite of digital offerings branded as DigitalNOW^®^ that provide customers access to highly complementary digital commerce, data and information management channels. Our locations provide products and solutions to exploration and production, midstream transmission and storage companies, refineries, chemical companies, utilities, mining, municipal water, manufacturers, engineering and construction as well as companies operating in the decarbonization, energy evolution and renewables end markets.
Statements made in this press release that are forward-looking in nature are intended to be “forward-lookingstatements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documentsfiled by DNOW Inc. with the U.S. Securities and Exchange Commission, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.
Contact:
Mark Johnson
Senior Vice President and Chief Financial Officer
(281) 823-4754
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DNOW INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 232 | $ | 256 | ||
| Receivables, net | 440 | 388 | |||
| Inventories, net | 383 | 352 | |||
| Prepaid and other current assets | 25 | 32 | |||
| Total current assets | 1,080 | 1,028 | |||
| Property, plant and equipment, net | 153 | 157 | |||
| Deferred income taxes | 83 | 93 | |||
| Goodwill | 235 | 230 | |||
| Intangibles, net | 62 | 65 | |||
| Other assets | 48 | 48 | |||
| Total assets | 1,661 | $ | 1,621 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 318 | $ | 300 | ||
| Accrued liabilities | 125 | 130 | |||
| Other current liabilities | 12 | 12 | |||
| Total current liabilities | 455 | 442 | |||
| Long-term operating lease liabilities | 28 | 29 | |||
| Other long-term liabilities | 17 | 22 | |||
| Total liabilities | 500 | 493 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity: | |||||
| Preferred stock—par value 0.01; 20 million shares authorized; no shares issued and<br>outstanding | — | — | |||
| Common stock—par value 0.01; 330 million shares authorized; 105,011,316 and 105,652,963<br>shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | 1 | 1 | |||
| Additional paid-in capital | 1,997 | 2,023 | |||
| Accumulated deficit | (700 | ) | (747 | ) | |
| Accumulated other comprehensive loss | (142 | ) | (153 | ) | |
| DNOW Inc. stockholders’ equity | 1,156 | 1,124 | |||
| Noncontrolling interest | 5 | 4 | |||
| Total stockholders’ equity | 1,161 | 1,128 | |||
| Total liabilities and stockholders’ equity | 1,661 | $ | 1,621 |
All values are in US Dollars.
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DNOW INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In millions, except per share data)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | June 30, | ||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | ||||||
| Revenue | $ | 628 | $ | 633 | $ | 599 | $ | 1,227 | $ | 1,196 |
| Operating expenses: | ||||||||||
| Cost of products | 484 | 495 | 460 | 944 | 929 | |||||
| Warehousing, selling and administrative | 112 | 105 | 109 | 221 | 206 | |||||
| Operating profit | 32 | 33 | 30 | 62 | 61 | |||||
| Other income (expense) | — | — | — | — | 1 | |||||
| Income before income taxes | 32 | 33 | 30 | 62 | 62 | |||||
| Income tax provision | 7 | 8 | 7 | 14 | 16 | |||||
| Net income | 25 | 25 | 23 | 48 | 46 | |||||
| Net income attributable to noncontrolling interest | — | 1 | 1 | 1 | 1 | |||||
| Net income attributable to DNOW Inc. | $ | 25 | $ | 24 | $ | 22 | $ | 47 | $ | 45 |
| Earnings per share attributable to DNOW Inc. stockholders: | ||||||||||
| Basic | $ | 0.24 | $ | 0.21 | $ | 0.20 | $ | 0.44 | $ | 0.41 |
| Diluted | $ | 0.23 | $ | 0.21 | $ | 0.20 | $ | 0.43 | $ | 0.41 |
| Weighted-average common shares outstanding, basic | 105 | 107 | 106 | 106 | 107 | |||||
| Weighted-average common shares outstanding, diluted | 106 | 108 | 107 | 106 | 107 |
DNOW INC.
SUPPLEMENTAL INFORMATION
BUSINESS SEGMENTS (UNAUDITED)
(In millions)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | June 30, | ||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | ||||||
| Revenue: | ||||||||||
| United States | $ | 528 | $ | 512 | $ | 474 | $ | 1,002 | $ | 947 |
| Canada | 48 | 56 | 62 | 110 | 122 | |||||
| International | 52 | 65 | 63 | 115 | 127 | |||||
| Total revenue | $ | 628 | $ | 633 | $ | 599 | $ | 1,227 | $ | 1,196 |
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DNOW INC.
SUPPLEMENTAL INFORMATION (CONTINUED)
U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) TO NON-GAAP RECONCILIATIONS
In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs, (ii) EBITDA excluding other costs as a percentage of revenue, (iii) net income attributable to DNOW Inc. excluding other costs, (iv) diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs, and (v) free cash flow. We use these non-GAAP financial measures to evaluate and manage the Company’s operations because we believe they provide useful supplemental information regarding the financial performance of our business. These non-GAAP financial measures are not intended to replace the GAAP financial measures. Free cash flow is net cash provided by (used in) operating activities adjusted for purchases of property, plant and equipment, and the remaining non-GAAP financial measures exclude the impact of certain other items. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in the schedules herein. Totals in the schedules herein may not foot due to rounding.
NET INCOME ATTRIBUTABLE TO DNOW INC. TO NON-GAAP EBITDA EXCLUDING OTHER COSTS RECONCILIATION(UNAUDITED)
(In millions)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | June 30, | ||||||||||||||||||||||||||||
| 2025 | As a % ofrevenue | 2024 | As a % ofrevenue | 2025 | As a % ofrevenue | 2025 | As a % ofrevenue | 2024 | As a % ofrevenue | |||||||||||||||||||||
| GAAP net income attributable to DNOW Inc. | $ | 25 | 4.0 | % | $ | 24 | 3.8 | % | $ | 22 | 3.7 | % | $ | 47 | 3.8 | % | $ | 45 | 3.8 | % | ||||||||||
| Net income attributable to noncontrolling interest | — | 1 | 1 | 1 | 1 | |||||||||||||||||||||||||
| Interest expense (income), net | (1 | ) | (1 | ) | (1 | ) | (2 | ) | (3 | ) | ||||||||||||||||||||
| Income tax provision | 7 | 8 | 7 | 14 | 16 | |||||||||||||||||||||||||
| Depreciation and amortization | 10 | 9 | 11 | 21 | 16 | |||||||||||||||||||||||||
| Other costs: | ||||||||||||||||||||||||||||||
| Stock-based compensation ^(1)^ | 4 | 4 | 3 | 7 | 6 | |||||||||||||||||||||||||
| Other ^(2)^ | 6 | 5 | 3 | 9 | 8 | |||||||||||||||||||||||||
| EBITDA excluding other costs | $ | 51 | 8.1 | % | $ | 50 | 7.9 | % | $ | 46 | 7.7 | % | $ | 97 | 7.9 | % | $ | 89 | 7.4 | % |
NET INCOME ATTRIBUTABLE TO DNOW INC. TO NON-GAAP NET INCOMEATTRIBUTABLE TO DNOW INC. EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)
(In millions)
| Three Months Ended | Six Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | |||||||||||
| GAAP net income attributable to DNOW Inc. | $ | 25 | $ | 24 | $ | 22 | $ | 47 | $ | 45 | |||||
| Other ^(2)^ | 6 | 5 | 3 | 9 | 8 | ||||||||||
| Other tax expense (benefit) ^(3)^ | (2 | ) | (1 | ) | (1 | ) | (3 | ) | (2 | ) | |||||
| Other, net of tax ^(4)*^ | 4 | 4 | 2 | 6 | 6 | ||||||||||
| Net income attributable to DNOW Inc. excluding other costs | $ | 29 | $ | 28 | $ | 24 | $ | 53 | $ | 51 | |||||
| * | Totals may not foot due to rounding. | ||||||||||||||
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DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO NON-GAAP DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | June 30, | ||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | ||||||
| GAAP diluted earnings per share attributable to DNOW Inc. stockholders | $ | 0.23 | $ | 0.21 | $ | 0.20 | $ | 0.43 | $ | 0.41 |
| Other, net of tax ^(4)^ | 0.04 | 0.04 | 0.02 | 0.06 | 0.05 | |||||
| Diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs | $ | 0.27 | $ | 0.25 | $ | 0.22 | $ | 0.49 | $ | 0.46 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW RECONCILIATION
(UNAUDITED)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | December 31, | September 30, | June 30, | June 30, | ||||||||||||||||
| 2025 | 2025 | 2024 | 2024 | 2024 | 2025 | 2024 | |||||||||||||||
| Net cash provided by (used in) operating activities | $ | 45 | $ | (16 | ) | $ | 122 | $ | 74 | $ | 21 | $ | 29 | $ | 102 | ||||||
| Less: Purchases of property, plant and equipment | (4 | ) | (6 | ) | (3 | ) | (2 | ) | (3 | ) | (10 | ) | (4 | ) | |||||||
| Free cash flow | $ | 41 | $ | (22 | ) | $ | 119 | $ | 72 | $ | 18 | $ | 19 | $ | 98 | ||||||
| (1) | For the three and six months ended June 30, 2025, stock-based compensation excludes less than<br>$1 million and $1 million, respectively, as such amounts were reported in Other. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (2) | For the three and six months ended June 30, 2025, Other primarily included approximately $6 million<br>and $8 million, respectively, of transaction-related charges and less than $1 million and $1 million, respectively, of International restructuring charges, both of which were included in warehousing, selling, and administrative.<br> | ||||||||||||||||||||
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For the three and six months ended June 30, 2024, Other was primarily related to transaction-related charges, of which approximately $1 million and $3 million, respectively, were included in warehousing, selling and administrative, and approximately $4 million and $5 million, respectively, were included in cost of products.
For the three months ended March 31, 2025, Other primarily included approximately $2 million of transaction-related charges and $1 million of International restructuring charges, both of which were included in warehousing, selling, and administrative.
Transaction-related charges include transaction costs, inventory fair value step-up, retention bonus accruals and integration expenses associated with acquisitions.
| (3) | For the three and six months ended June 30, 2025, Other tax expense (benefit) represents tax benefit of<br>approximately $2 million and $3 million, respectively, related to Other. |
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For the three and six months ended June 30, 2024, Other tax expense (benefit) represents tax benefit of approximately $1 million and $2 million, respectively, related to Other.
For the three months ended March 31, 2025, Other tax expense (benefit) represents tax benefit of approximately $1 million related to Other.
The tax effect of Other is calculated based on the nature of the item and/or the tax jurisdiction in which the item has been incurred and applying the specific tax rate or tax treatment to each item included in Other.
| (4) | Other, net of tax comprises Other and Other tax expense (benefit). See footnotes (2) and (3) for details.<br> |
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