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) November 5, 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) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <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
On November 5, 2025, DNOW Inc. issued a press release announcing earnings for the quarter ended September 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
(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 November 5, 2025 announcing the earnings results for the third quarter ended September 30, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 5, 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>November 5, 2025<br> <br>8:00 a.m.<br>CT<br> <br>1 (888) 660-6431 (within North America)<br><br><br>1 (929) 203-2118 (outside of North America)<br><br><br>Access Code: 7372055<br> <br>Webcast:<br>ir.dnow.com |
|---|
DNOW Reports Third Quarter 2025 Results
HOUSTON, TX, November 5, 2025 – DNOW Inc. (NYSE: DNOW) announced results for the third quarter ended September 30, 2025.
Merger 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 |
|---|---|
| • | 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 the satisfaction or waiver of closing conditions |
| --- | --- |
Third Quarter 2025Highlights
| • | Revenue was $634 million |
|---|---|
| • | Net income attributable to DNOW Inc. was $25 million, or $0.23 per diluted share |
| --- | --- |
| • | Non-GAAP net income attributable to DNOW Inc. excluding other costs was<br>$28 million, or $0.26 per diluted share |
| --- | --- |
| • | EBITDA excluding other costs was $51 million or 8.0% of revenue |
| --- | --- |
| • | Cash provided by operating activities was $43 million |
| --- | --- |
| • | Cash and cash equivalents was $266 million and long-term debt was zero at September 30, 2025 with total<br>liquidity of approximately $629 million |
| --- | --- |
David Cherechinsky, President and CEO of DNOW, added, “I am proud of our DNOW team for the impressive results achieved in the third quarter, with $51 million in EBITDA, or 8.0% of revenue. We extended our strong performance into the third quarter, achieving our highest level of revenue since the fourth quarter of 2019.
We are expecting to close our proposed merger to acquire MRC Global Inc. in an all-stock transaction during the fourth quarter. This merger will unite two global and industrial infrastructure organizations with a complementary portfolio of high-quality products, services and supply chain solutions.
We ended the quarter adding to an already stellar balance sheet with $266 million in cash and zero debt. We will continue to focus on what sets DNOW apart, prioritizing customer service, innovation in supply chain management combined with a solutions-oriented approach that delivers value for our customers and suppliers, while maintaining a balance sheet which provides a solid foundation for continued growth.
We believe 2025 will represent our fifth consecutive year of growth and are forecasting our best full-year earnings ever as a public company, in terms of total EBITDA results.
I would like to thank all the women and men of DNOW for their continued hard work and dedication to our pursuit of success.”
Prior to the earnings conference call a presentation titled “DNOW Third 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 2,500 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 market.
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
2
DNOW INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 266 | $ | 256 | ||
| Receivables, net | 429 | 388 | |||
| Inventories, net | 377 | 352 | |||
| Prepaid and other current assets | 24 | 32 | |||
| Total current assets | 1,096 | 1,028 | |||
| Property, plant and equipment, net | 149 | 157 | |||
| Deferred income taxes | 76 | 93 | |||
| Goodwill | 235 | 230 | |||
| Intangibles, net | 60 | 65 | |||
| Other assets | 44 | 48 | |||
| Total assets | 1,660 | $ | 1,621 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 305 | $ | 300 | ||
| Accrued liabilities | 118 | 130 | |||
| Other current liabilities | 12 | 12 | |||
| Total current liabilities | 435 | 442 | |||
| Long-term operating lease liabilities | 25 | 29 | |||
| Other long-term liabilities | 15 | 22 | |||
| Total liabilities | 475 | 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; 105,011,966 and 105,652,963<br>shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 1 | 1 | |||
| Additional paid-in capital | 2,001 | 2,023 | |||
| Accumulated deficit | (675 | ) | (747 | ) | |
| Accumulated other comprehensive loss | (145 | ) | (153 | ) | |
| DNOW Inc. stockholders’ equity | 1,182 | 1,124 | |||
| Noncontrolling interest | 3 | 4 | |||
| Total stockholders’ equity | 1,185 | 1,128 | |||
| Total liabilities and stockholders’ equity | 1,660 | $ | 1,621 |
All values are in US Dollars.
3
DNOW INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In millions, except per share data)
| Three months ended | Nine months ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | |||||||||
| Revenue | $ | 634 | $ | 606 | $ | 628 | $ | 1,861 | $ | 1,802 | |||
| Operating expenses: | |||||||||||||
| Cost of products | 489 | 471 | 484 | 1,433 | 1,400 | ||||||||
| Warehousing, selling and administrative | 112 | 107 | 112 | 333 | 313 | ||||||||
| Impairment and other charges | — | 5 | — | — | 5 | ||||||||
| Operating profit | 33 | 23 | 32 | 95 | 84 | ||||||||
| Other income (expense) | (1 | ) | (1 | ) | — | (1 | ) | — | |||||
| Income before income taxes | 32 | 22 | 32 | 94 | 84 | ||||||||
| Income tax provision | 7 | 9 | 7 | 21 | 25 | ||||||||
| Net income | 25 | 13 | 25 | 73 | 59 | ||||||||
| Net income attributable to noncontrolling interest | — | — | — | 1 | 1 | ||||||||
| Net income attributable to DNOW Inc. | $ | 25 | $ | 13 | $ | 25 | $ | 72 | $ | 58 | |||
| Earnings per share attributable to DNOW Inc. stockholders: | |||||||||||||
| Basic | $ | 0.23 | $ | 0.12 | $ | 0.24 | $ | 0.66 | $ | 0.53 | |||
| Diluted | $ | 0.23 | $ | 0.12 | $ | 0.23 | $ | 0.66 | $ | 0.53 | |||
| Weighted-average common shares outstanding, basic | 105 | 106 | 105 | 105 | 107 | ||||||||
| Weighted-average common shares outstanding, diluted | 106 | 107 | 106 | 106 | 107 |
DNOW INC.
SUPPLEMENTAL INFORMATION
BUSINESS SEGMENTS (UNAUDITED)
(In millions)
| Three months ended | Nine months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | ||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | ||||||
| Revenue: | ||||||||||
| United States | $ | 527 | $ | 482 | $ | 528 | $ | 1,529 | $ | 1,429 |
| Canada | 53 | 65 | 48 | 163 | 187 | |||||
| International | 54 | 59 | 52 | 169 | 186 | |||||
| Total revenue | $ | 634 | $ | 606 | $ | 628 | $ | 1,861 | $ | 1,802 |
4
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 | Nine months ended | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | |||||||||||||||||||||||||||
| 2025 | As a %<br>of<br>revenue | 2024 | As a %<br>of<br>revenue | 2025 | As a %<br>of<br>revenue | 2025 | As a %<br>of<br>revenue | 2024 | As a %<br>of<br>revenue | ||||||||||||||||||||
| GAAP net income attributable to DNOW Inc. | $ | 25 | 3.9 | % | $ | 13 | 2.1 | % | $ | 25 | 4.0 | % | $ | 72 | 3.9 | % | $ | 58 | 3.2 | % | |||||||||
| Net income attributable to noncontrolling interest | — | — | — | 1 | 1 | ||||||||||||||||||||||||
| Interest expense (income), net | — | (1 | ) | (1 | ) | (2 | ) | (4 | ) | ||||||||||||||||||||
| Income tax provision | 7 | 9 | 7 | 21 | 25 | ||||||||||||||||||||||||
| Depreciation and amortization | 11 | 8 | 10 | 32 | 24 | ||||||||||||||||||||||||
| Other costs: | |||||||||||||||||||||||||||||
| Stock-based compensation ^(1)^ | 4 | 3 | 4 | 11 | 9 | ||||||||||||||||||||||||
| Other ^(2)^ | 4 | 10 | 6 | 13 | 18 | ||||||||||||||||||||||||
| EBITDA excluding other costs | $ | 51 | 8.0 | % | $ | 42 | 6.9 | % | $ | 51 | 8.1 | % | $ | 148 | 8.0 | % | $ | 131 | 7.3 | % |
NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO NON-GAAP NETINCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)
(In millions)
| Three months ended | Nine months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | ||||||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | ||||||||||
| GAAP net income attributable to DNOW Inc. | $ | 25 | $ | 13 | $ | 25 | $ | 72 | $ | 58 | ||||
| Other ^(2)^ | 4 | 10 | 6 | 13 | 18 | |||||||||
| Other tax expense (benefit) ^(3)^ | (1 | ) | — | (2 | ) | (4 | ) | (2 | ) | |||||
| Other, net of tax ^(4)*^ | 3 | 9 | 4 | 9 | 15 | |||||||||
| Net income attributable to DNOW Inc. excluding other costs | $ | 28 | $ | 22 | $ | 29 | $ | 81 | $ | 73 | ||||
| * | Totals may not foot due to rounding. | |||||||||||||
| --- | --- |
5
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 | Nine months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | ||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | ||||||
| GAAP diluted earnings per share attributable to DNOW Inc. stockholders | $ | 0.23 | $ | 0.12 | $ | 0.23 | $ | 0.66 | $ | 0.53 |
| Other, net of tax ^(4)^ | 0.03 | 0.09 | 0.04 | 0.09 | 0.14 | |||||
| Diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs | $ | 0.26 | $ | 0.21 | $ | 0.27 | $ | 0.75 | $ | 0.67 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
| Three months ended | Nine months ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | March 31, | December 31, | September 30, | September 30, | ||||||||||||||||
| 2025 | 2025 | 2025 | 2024 | 2024 | 2025 | 2024 | |||||||||||||||
| Net cash provided by (used in) operating activities | $ | 43 | $ | 45 | $ | (16 | ) | $ | 122 | $ | 74 | $ | 72 | $ | 176 | ||||||
| Less: Purchases of property, plant and equipment | (4 | ) | (4 | ) | (6 | ) | (3 | ) | (2 | ) | (14 | ) | (6 | ) | |||||||
| Free cash flow | $ | 39 | $ | 41 | $ | (22 | ) | $ | 119 | $ | 72 | $ | 58 | $ | 170 | ||||||
| (1) | For the three and nine months ended September 30, 2025, stock-based compensation excludes less than<br>$1 million and $1 million, respectively, as such amounts were reported in Other. | ||||||||||||||||||||
| --- | --- |
For the three months ended June 30, 2025, stock-based compensation excludes less than $1 million as such amounts were reported in Other.
| (2) | For the three and nine months ended September 30, 2025, Other primarily included approximately<br>$4 million and $12 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<br>administrative. |
|---|
For the three months ended September 30, 2024, Other was primarily related to the International restructuring charges of $8 million, of which approximately $5 million of foreign currency translation losses included in impairment and other charges, approximately $2 million of inventory write-downs included in cost of products and $1 million of other exit costs included in warehousing, selling and administrative; additionally, Other also included transaction-related charges of approximately $2 million recorded in warehousing, selling and administrative.
For the nine months ended September 30, 2024, Other included the International restructuring charges of $8 million mentioned above as well as transaction-related charges of approximately $10 million, of which $5 million were included in cost of products and approximately $5 million included in warehousing, selling and administrative.
For the three months ended June 30, 2025, Other primarily included approximately $6 million of transaction-related charges and less than $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 nine months ended September 30, 2025, Other tax expense (benefit) represents tax benefit<br>of approximately $1 million and $4 million, respectively, related to Other. |
|---|
For the three and nine months ended September 30, 2024, Other tax expense (benefit) represents tax benefit of less than $1 million and approximately $2 million, respectively, related to Other.
For the three months ended June 30, 2025, Other tax expense (benefit) represents tax benefit of approximately $2 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> |
|---|
6