Every material Form 8-K NOW filed with the SEC in 2025, 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 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.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every NOW filing is on SEC EDGAR ↗. 8-K briefs of other companies →