Form 8-K

8-K — DNOW Inc.

Accession: 0001193125-26-210260

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001599617

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — dnow-20260507.htm (Primary)

EX-99.1 (dnow-ex99_1.htm)

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8-K

8-K (Primary)

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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): May 07, 2026

DNOW INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-36325

46-4191184

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

7402 North Eldridge Parkway

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

Symbol(s)

Name of each exchange 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 May 7, 2026, DNOW Inc. issued a press release announcing earnings for the quarter ended March 31, 2026 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 May 7, 2026 announcing the earnings results for the first quarter ended March 31, 2026.

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.

DNOW INC.

Date:

May 7, 2026

By:

/s/ Raymond W. Chang

Raymond W. Chang

Vice President & General Counsel

EX-99.1

Filename: dnow-ex99_1.htm · Sequence: 2

EX-99.1

Earnings Conference Call

May 7, 2026

8:00 a.m. CT

1 (888) 660-6431 (within North America)

1 (929) 203-2118 (outside of North America)

Access Code: 7372055

Webcast: ir.dnow.com

DNOW Reports First Quarter 2026 Results

HOUSTON, TX, May 7, 2026 – DNOW Inc. (NYSE: DNOW) announced results for the first quarter ended March 31, 2026.

Recent Capital Allocation Actions

•

Repurchased $50 million of common stock, under the $160 million share repurchase program

•

Completed acquisition of Edge Controls for $46 million in February, expanding our differentiated automation and controls capabilities within U.S. Process Solutions

First Quarter 2026 Highlights

•

Revenue was $1,183 million

•

Gross profit was $193 million, or 16.3% of revenue, and adjusted gross profit was $256 million, or 21.6% of revenue

•

Net loss attributable to DNOW Inc. was $44 million, or ($0.24) per diluted share and adjusted net income attributable to DNOW Inc. was $3 million, or $0.01 per diluted share

•

Adjusted EBITDA was $39 million, or 3.3% of revenue

•

Cash used in operating activities was $95 million

•

Cash and cash equivalents was $116 million and long-term debt was $571 million at March 31, 2026 with total liquidity of approximately $379 million

David Cherechinsky, President and CEO of DNOW, added, “I am pleased with our achievements in the quarter as we completed our first full quarter with MRC Global. We advanced the integration of our upstream and midstream operations, delivered sequential revenue growth in the midstream and gas utility sectors and are beginning to see early traction from new data center related awards.

This combination creates a more diversified and less cyclical business, supported by multiple, durable growth drivers. In the first quarter, we demonstrated our commitment to disciplined capital allocation by repurchasing $50 million of shares, our highest level to date, and enhanced our capabilities with the completion of our twenty-sixth acquisition, Edge Controls. We will remain focused on being opportunistic in returning capital to our shareholders.

I want to thank our team members for their continued dedication and adaptability as we execute our integration plan and capture synergies ahead of schedule. With respect to the ERP conversion, we are taking targeted, decisive actions to enhance system performance and drive operational efficiencies. We are confident these actions will strengthen our foundation and deliver meaningful earnings growth and long-term value for the business.”

Prior to the earnings conference call a presentation titled “DNOW First Quarter 2026 Earnings Presentation” will be available on the Company’s Investor Relations website.

About DNOW

DNOW is a premier energy and industrial solutions provider with a legacy of over 160 years as a leading distributor of pipe, valves, fittings (PVF), gas products, pumps and fabricated equipment. Headquartered in Houston, Texas, with approximately 5,150 employees and a global network of distribution and engineering locations; we provide a broad mix of quality products our customers require to build and maintain essential infrastructure across the upstream, gas utilities, downstream and industrial and midstream markets. We deliver a comprehensive range of value-added supply chain solutions and technical product expertise, supported by advanced digital offerings. Our products and resources enable our customers to run their operations more efficiently and effectively, helping them to meet and exceed their business goals.

Statements made in this press release that are forward-looking in nature are intended to be "forward-looking statements" 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 documents filed 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

DNOW INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

March 31, 2026

December 31, 2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

116

164

Receivables, net

889

874

Inventories, net

1,193

1,192

Prepaid and other current assets

Total current assets

2,250

2,278

Property, plant and equipment, net

261

264

Operating right-of-use assets

161

160

Deferred income taxes

Goodwill

652

617

Intangibles, net

563

565

Other assets

Total assets

3,927

3,924

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

662

653

Accrued liabilities

254

300

Other current liabilities

Total current liabilities

929

974

Long-term debt

571

411

Long-term operating lease liabilities

118

129

Deferred income taxes

Other long-term liabilities

Total liabilities

1,784

1,686

Commitments and contingencies

Stockholders' equity:

Common stock - par value $0.01; 330 million shares authorized; 182,671,497 and 186,125,254 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

3,142

3,193

Accumulated deficit

(880

)

(836

)

Accumulated other comprehensive loss

(126

)

(126

)

DNOW Inc. stockholders' equity

2,138

2,233

Noncontrolling interests

Total stockholders' equity

2,143

2,238

Total liabilities and stockholders' equity

3,927

3,924

DNOW INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share data)

Three months ended

March 31,

December 31,

2026

2025

Revenue

1,183

599

959

Cost of products

990

461

891

Gross profit

193

138

Selling, general and administrative expenses

243

109

226

Impairment and other charges

—

Operating (loss) profit

(50

)

(170

)

Other (expense) income

(10

)

—

)

(Loss) income before income taxes

(60

)

(176

)

Income tax (benefit) provision

(16

)

(29

)

Net (loss) income

(44

)

(147

)

Net income attributable to noncontrolling interests

—

Net (loss) income attributable to DNOW Inc.

(44

)

(147

)

(Loss) earnings per share attributable to DNOW Inc. stockholders:

Basic

(0.24

)

0.19

(0.95

)

Diluted

(0.24

)

0.19

(0.95

)

Weighted-average common shares outstanding, basic

186

106

155

Weighted-average common shares outstanding, diluted

186

107

155

DNOW INC.

SUPPLEMENTAL INFORMATION

BUSINESS SEGMENTS (UNAUDITED)

(In millions)

Three months ended

March 31,

December 31,

2026

2025

Revenue:

United States

985

474

765

Canada

International

147

143

Total revenue

1,183

599

959

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) adjusted gross profit, (ii) adjusted gross profit as a percentage of revenue, (iii) adjusted earnings before interest, taxes, depreciation and amortization and excluding other costs (Adjusted EBITDA), (iv) Adjusted EBITDA as a percentage of revenue, (v) adjusted net income attributable to DNOW Inc., (vi) adjusted diluted earnings per share attributable to DNOW Inc. stockholders, (vii) net debt and (viii) net debt leverage ratio. 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. The Company defines Adjusted Gross Profit as revenue, less cost of products, plus amortization of intangibles, plus inventory-related charges incremental to normal operations, plus transaction costs associated with acquisitions, such as inventory fair value step-up or write-downs and plus or minus the impact of our Last-In, First-Out (“LIFO”) inventory costing methodology. We define Adjusted EBITDA as net (loss) income plus interest, taxes, depreciation and amortization and excluding other costs, such as stock-based compensation, restructuring and exit costs, transaction-related charges, long-lived asset impairments (including goodwill and intangible assets), inventory-related charges incremental to normal operations and plus or minus the impact of our LIFO inventory costing methodology. Transaction-related charges include transaction costs, inventory fair value step-up, retention bonus accruals and integration expenses associated with acquisitions. We define Net Debt as total long-term debt, including current portion, minus cash. We define our net debt leverage ratio as Net Debt divided by trailing twelve months Adjusted EBITDA. The Company believes Net Debt is an indicator of the extent to which the Company’s outstanding debt obligations could be satisfied by cash on hand and a useful metric for investors to evaluate the Company’s leverage position. We believe the net debt leverage ratio is a commonly used metric that management and investors use to assess the borrowing capacity of the Company. 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.

GROSS PROFIT TO ADJUSTED GROSS PROFIT RECONCILIATION (UNAUDITED)

(In millions)

Three months ended

March 31,

December 31,

2026

As a % of revenue

2025

As a % of revenue

2025

As a % of revenue

Gross profit, as reported

193

16.3

138

23.0

7.1

Amortization of intangibles

Increase in LIFO reserve

Inventory-related transaction charges

—

135

Adjusted Gross Profit

256

21.6

141

23.5

217

22.6

NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED EBITDA RECONCILIATION (UNAUDITED)

(In millions)

Three months ended

March 31,

December 31,

2026

As a % of revenue

2025(1)

As a % of revenue

2025

As a % of revenue

Net (loss) income attributable to DNOW Inc.

(44

)

(3.7

3.5

(147

)

(15.3

Net income attributable to noncontrolling interests

—

Interest expense (income), net

)

Income tax (benefit) provision

(16

)

(29

)

Depreciation and amortization

Stock-based compensation (2)

Increase in LIFO reserve

Transaction-related charges (3)

Impairment and other charges (4)

—

Inventory-related transaction charges (5)

—

135

Restructuring and exit costs (3)

—

Other (6)

—

Adjusted EBITDA

3.3

7.7

6.4

(1)

The three months ended March 31, 2025 includes a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $1 million.

(2)

For the three months ended March 31, 2026 and 2025, stock-based compensation excludes $1 million and less than $1 million, respectively, as such amounts were reported in transaction-related charges. For the three months ended December 31, 2025, stock-based compensation excludes $13 million as such amounts were reported in transaction-related charges.

(3)

Transaction-related charges and restructuring and exit costs are included in selling, general and administrative expenses.

(4)

For the three months ended December 31, 2025, impairment and other charges included $12 million of foreign currency translation losses as a result of substantially completing the liquidation of certain foreign subsidiaries in the International segment.

(5)

Inventory-related transaction charges are included in cost of products. For the three months ended March 31, 2026 and December 31, 2025, inventory-related transaction charges included $41 million and $135 million, respectively, of charges related to inventory step-up.

(6)

For the three months ended March 31, 2026 and December 31, 2025, other costs included $2 million related to foreign currency losses in both periods.

NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED)

(In millions)

Three months ended

March 31,

December 31,

2026

2025(1)

2025

Net (loss) income attributable to DNOW Inc.

(44

)

(147

)

Increase in LIFO reserve

Transaction-related charges

Impairment and other charges

—

Inventory-related transaction charges

—

135

Restructuring and exit costs

—

Tax benefit(2)

(15

)

(37

)

Adjusted net income attributable to DNOW Inc.

(1)

The three months ended March 31, 2025 includes a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $1 million.

(2)

The tax effect of non-GAAP reconciling items is calculated based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and applying the specific tax rate or tax treatment to each item.

DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED)

Three months ended

March 31,

December 31,

2026

2025(1)

2025

Diluted (loss) earnings per share attributable to DNOW Inc. stockholders

(0.24

)

0.19

(0.95

)

Increase in LIFO reserve

0.08

0.01

0.06

Transaction-related charges

0.03

0.02

0.33

Impairment and other charges

—

0.08

Inventory-related transaction charges

0.22

—

0.87

Restructuring and exit costs

—

0.01

—

Tax benefit(2)

(0.08

)

(0.01

)

(0.24

)

Adjusted diluted earnings per share attributable to DNOW Inc. stockholders

0.01

0.22

0.15

(1)

The three months ended March 31, 2025 includes a change in accounting principle adjustment decreasing the previously reported diluted earnings per share attributable to DNOW Inc. stockholders by $0.01.

(2)

LONG-TERM DEBT TO NET DEBT AND NET DEBT LEVERAGE RATIO CALCULATION (UNAUDITED)

(In millions)

March 31,

2026

Long-term debt

571

Plus: current portion of debt obligations

—

Total debt

571

Less: cash

116

Net Debt

455

Net Debt

455

Trailing twelve months Adjusted EBITDA

202

Net Debt Leverage Ratio

2.3x

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Document And Entity Information

May 07, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration