15. Merger Agreement

On June 26, 2025, the Company entered into a definitive merger agreement to acquire MRC Global in an all-stock transaction valued at approximately $1.5 billion, inclusive of MRC Global’s net debt, with MRC Global shareholders receiving 0.9489 shares of DNOW common stock for each share of MRC Global common stock (the “Merger”). The transaction has received unanimous approval by both the DNOW and MRC Global Boards of Directors. The transaction is currently anticipated to close in the fourth quarter of 2025, subject to obtaining DNOW and MRC Global shareholder approval and regulatory clearances and satisfaction of other customary closing conditions. See Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion of the Merger and Part II, Item 1A. Risk Factors for a discussion of risks related to this Merger.