Every material Form 8-K NOW has filed with the SEC since November 02, 2023, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
DNOW reported third quarter 2026 results, with revenue of $1,337 million, up from $634 million a year earlier and $1,307 million in the prior quarter. Net income attributable to DNOW was $26 million, or $0.14 per diluted share, down from $0.21 a year earlier, while Adjusted EBITDA rose to $76 million from $51 million. Shareholders also see the company repurchasing $92 million of stock year to date under a $160 million program.
Q3 2026 revenue was $1,337 million versus $634 million in Q3 2025 and $1,307 million in Q2 2026.
Diluted EPS was $0.14 versus $0.21 in Q3 2025; adjusted diluted EPS was $0.18 versus $0.26.
Operating cash flow was $120 million and net debt leverage ratio was 1.1 times at September 30, 2026.
Share repurchases totaled $17 million in Q3 2026 and $92 million year to date under a $160 million program.
DNOW reported second-quarter 2026 results with revenue of $1.3 billion, up from $628 million a year earlier and 10% above the first quarter. The company posted a net loss attributable to DNOW Inc. of $21 million, or $0.11 per diluted share, compared with net income of $0.13 per diluted share a year earlier, while adjusted EBITDA rose to $60 million. Shareholders also saw $75 million of share repurchases in the first half of 2026 under a $160 million program.
Q2 2026 revenue was $1,307 million, versus $628 million in Q2 2025 and $1,183 million in Q1 2026.
Net loss attributable to DNOW Inc. was $21 million, or $(0.11) per diluted share; adjusted net income was $21 million, or $0.12 per diluted share.
Adjusted EBITDA was $60 million, or 4.6% of revenue, up from $51 million a year earlier.
Operating cash flow was $133 million; the company repurchased $25 million of stock in Q2 and $75 million year-to-date under its $160 million program.
DNOW reported first-quarter 2026 revenue of $1,183 million, up from $599 million a year earlier, as it completed its first full quarter with MRC Global. The company swung to a net loss of $44 million, or $0.24 per diluted share, from net income of $21 million a year earlier, and adjusted EPS fell to $0.01 from $0.22, which matters to shareholders because profit weakened despite the larger revenue base.
Revenue was $1,183 million versus $599 million in Q1 2025 and $959 million in Q4 2025.
Net loss attributable to DNOW Inc. was $44 million, or $(0.24) per diluted share; adjusted EPS was $0.01 versus $0.22 a year earlier.
Adjusted EBITDA was $39 million, or 3.3% of revenue, compared with $46 million a year earlier.
The company repurchased $50 million of common stock under a $160 million program and completed the $46 million Edge Controls acquisition in February.
DNOW director Rodney Eads notified the company on February 25, 2026 that he will not seek reelection to the Board at the 2026 annual stockholder meeting, and he will leave the Board when his current term expires on that date. The filing states he is not leaving because of any disagreement with the company on its operations, policies or practices.
Notice given to DNOW on February 25, 2026
Rodney Eads will step off the Board when his current term expires at the 2026 annual meeting of stockholders
Filing states no disagreement with the company on operations, policies or practices
Company and Board thanked Mr. Eads for his service
DNOW reported fourth-quarter and full-year 2025 results, the first to include its completed merger with MRC Global, which closed on November 6, 2025. Full-year revenue rose to $2.82 billion from $2.37 billion, but a GAAP net loss of $89 million, or $(0.76) per diluted share, was driven mainly by transaction charges, and adjusted diluted EPS fell to $0.86 from $0.91.
Full-year 2025 revenue was $2,820 million versus $2,373 million in 2024
Fourth-quarter net loss attributable to DNOW was $147 million, or $(0.95) per diluted share, primarily due to transaction charges
Fourth-quarter adjusted net income was $23 million, or $0.15 per diluted share, versus $0.25 a year earlier
First-year merger cost synergies are projected at $23 million, and the $70 million three-year synergy commitment is unchanged
DNOW completed its acquisition of MRC Global on November 6, 2025, converting each MRC Global common share into the right to receive 0.9489 DNOW common shares. The company also amended its asset-based credit facility, extending maturity to November 30, 2030 and setting an $850 million revolver with an accordion feature of up to $500 million more. Shareholders will face a larger share count and a combined company whose earnings and cost synergies have not yet been reported in this filing.
Each MRC Global common share converted into the right to receive 0.9489 DNOW common shares, with cash paid for fractional shares.
Amended credit facility has an $850 million revolver, with an accordion permitting up to $500 million more (total commitments of up to $1.35 billion) and a maturity of November 30, 2030.
DNOW expects $70 million of annual cost synergies within three years following closing.
George J. Damiris and Ronald L. Jadin joined the Board, which was expanded to ten members; Gillian Anderson was appointed Vice President and Chief Accounting Officer.
DNOW reported third-quarter 2025 results with revenue of $634 million, up from $606 million a year earlier, and net income attributable to DNOW Inc. of $25 million, or $0.23 per diluted share, versus $0.12 a year earlier. The company also reiterated that its all-stock merger with MRC Global, valued at about $1.5 billion, is expected to close in the fourth quarter of 2025, and said it is forecasting its best full-year EBITDA as a public company.
Revenue was $634 million for the quarter ended September 30, 2025, compared with $606 million in the same quarter of 2024.
EBITDA excluding other costs was $51 million, or 8.0% of revenue, compared with $42 million, or 6.9%, a year earlier.
Cash and cash equivalents were $266 million and long-term debt was zero at September 30, 2025.
The MRC Global merger, announced June 26, 2025, is expected to close in the fourth quarter of 2025, subject to closing conditions.
DNOW reported second-quarter 2025 revenue of $628 million, up 5% from the first quarter and slightly below $633 million a year earlier, with net income attributable to DNOW of $25 million, or $0.23 per diluted share. The company reaffirmed its full-year 2025 revenue and EBITDA guidance and its $150 million free cash flow target, and said the pending all-stock merger with MRC Global, valued at about $1.5 billion, is expected to close in the fourth quarter of 2025.
Revenue of $628 million, up 5% sequentially and down from $633 million in Q2 2024
Diluted EPS of $0.23 versus $0.21 in Q2 2024; EBITDA excluding other costs of $51 million, or 8.1% of revenue
Full-year 2025 revenue and EBITDA guidance and $150 million free cash flow target reaffirmed
All-stock merger with MRC Global valued at about $1.5 billion, expected to close in Q4 2025
DNOW Inc. agreed on June 26, 2025 to merge with MRC Global Inc. in an all-stock transaction the companies value at about $1.5 billion including MRC Global's net debt. MRC Global shareholders would receive 0.9489 DNOW shares for each MRC Global share, and DNOW holders would own about 56.5% of the combined company. The deal requires shareholder and regulatory approvals and is expected to close in the fourth quarter of 2025.
Each MRC Global share converts into 0.9489 DNOW shares, an 8.5% premium to MRC Global's 30-day VWAP of $12.77 as of June 25, 2025
Expected ownership of the combined company is about 56.5% for DNOW shareholders and 43.5% for MRC Global shareholders on a fully diluted basis
The companies expect $70 million of annual cost synergies within three years of closing
A termination fee of $45.5 million applies in specified circumstances, and DNOW's existing asset-based lending facility would increase by up to $250 million at closing
DNOW reported first-quarter 2025 revenue of $599 million, up from $563 million a year earlier, and net income attributable to DNOW of $22 million, or $0.20 per diluted share, compared with $21 million, or $0.19, a year earlier. The company also reported $16 million of year-to-date share repurchases under a new $160 million program, cash of $219 million and no long-term debt at March 31, 2025.
Revenue of $599 million, up from $563 million in Q1 2024 and $571 million in Q4 2024
Diluted EPS of $0.20 versus $0.19 a year earlier; non-GAAP diluted EPS excluding other costs of $0.22 versus $0.21
EBITDA excluding other costs of $46 million, or 7.7% of revenue, versus $39 million, or 6.9%, a year earlier
Cash of $219 million and zero long-term debt at March 31, 2025; cash used in operating activities was $16 million in the quarter
DNOW reported fourth-quarter and full-year 2024 results, with revenue up from a year earlier but GAAP diluted EPS down sharply because the prior-year quarter included a $126 million tax benefit. The company also announced a new $160 million share repurchase authorization, double its previous program, and completed the $114 million cash acquisition of Trojan Rentals, LLC.
Q4 2024 revenue was $571 million versus $555 million in Q4 2023; full-year revenue was $2,373 million versus $2,321 million.
Q4 2024 GAAP diluted EPS was $0.21 versus $1.35 in Q4 2023; non-GAAP diluted EPS excluding other costs was $0.25 versus $0.22.
Full-year 2024 free cash flow was $289 million; cash and equivalents were $256 million and long-term debt was zero at December 31, 2024.
A new $160 million share repurchase authorization was announced, double the size of the program completed in 2024.
DNOW Inc. reported third quarter 2024 revenue of $606 million, up from $588 million a year earlier, but net income attributable to the company fell to $13 million, or $0.12 per diluted share, from $35 million, or $0.32 per share, in the same quarter of 2023. Excluding other costs, which mainly included International restructuring charges of $8 million, diluted earnings per share were $0.21 compared with $0.25 a year earlier.
Revenue was $606 million for the quarter ended September 30, 2024, compared with $588 million a year earlier and $633 million in the prior quarter.
GAAP diluted EPS was $0.12, compared with $0.32 in the third quarter of 2023; non-GAAP diluted EPS excluding other costs was $0.21, compared with $0.25.
Cash provided by operating activities was $74 million for the quarter; the company repurchased $7 million of common stock and had $261 million in cash and no long-term debt at September 30, 2024.
DNOW Inc. reported second-quarter 2024 results for the quarter ended June 30, 2024. Revenue rose from $594 million a year earlier, but GAAP net income attributable to DNOW fell from $34 million to $24 million, and diluted EPS fell from $0.31 to $0.21, while non-GAAP diluted EPS held at $0.25.
Q2 2024 revenue was $633 million, compared with $594 million in Q2 2023.
GAAP diluted EPS was $0.21, compared with $0.31 in Q2 2023; non-GAAP diluted EPS excluding other costs was $0.25, unchanged from the prior year.
EBITDA excluding other costs was $50 million, or 7.9% of revenue, compared with $47 million in Q2 2023.
Cash and cash equivalents were $197 million with zero long-term debt at June 30, 2024; the company repurchased $10 million of stock in the quarter and expects to complete its $80 million buyback program this year.
DNOW reported first-quarter 2024 revenue of $563 million and diluted EPS of $0.19, down from $584 million and $0.28 in the year-earlier quarter. The company raised its full-year 2024 revenue outlook to mid-to-high single digit percentage growth and expects second-quarter revenue to rise 10% to 15% sequentially, while it completed the $185 million Whitco Supply acquisition and ended the quarter with no long-term debt.
Revenue was $563 million in Q1 2024, versus $584 million in Q1 2023.
Net income attributable to DNOW was $21 million, or $0.19 per diluted share, versus $31 million, or $0.28, a year earlier.
Full-year 2024 outlook raised to revenue growth in the mid-to-high single digit percentage range; second-quarter revenue expected to rise 10% to 15% sequentially.
Completed Whitco Supply acquisition for $185 million in cash; cash was $188 million and long-term debt was zero at March 31, 2024.
DNOW reported fourth-quarter and full-year 2023 results. Revenue rose to $555 million in the quarter from $547 million a year earlier, and full-year revenue reached $2.321 billion, up $185 million or 9%. GAAP diluted EPS was $1.35 for the quarter, but that figure includes a non-cash $126 million deferred tax benefit; excluding other costs, diluted EPS was $0.22 versus $0.25 a year earlier.
Q4 2023 revenue was $555 million, compared with $547 million in Q4 2022.
Q4 GAAP net income attributable to DNOW was $147 million, or $1.35 per diluted share, including a $126 million non-cash deferred tax benefit.
Excluding other costs, Q4 diluted EPS was $0.22, compared with $0.25 in Q4 2022.
Full-year 2023 free cash flow was $171 million; the company is targeting $150 million in 2024.
DNOW reported third-quarter 2023 results for the period ended September 30, 2023. Revenue rose to $588 million from $577 million a year earlier, but net income attributable to NOW Inc. fell to $35 million from $40 million, and diluted EPS fell to $0.32 from $0.35. The company said it had no long-term debt and $547 million of total liquidity, and it repurchased $5 million of common stock in the quarter.
Revenue of $588 million in Q3 2023, versus $577 million in Q3 2022
Net income attributable to NOW Inc. of $35 million, versus $40 million a year earlier; diluted EPS of $0.32, versus $0.35
Non-GAAP diluted EPS excluding other costs of $0.25, versus $0.30 a year earlier
Cash and cash equivalents of $194 million, zero long-term debt and total liquidity of approximately $547 million at September 30, 2023
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