DNOWMEDIUM SIGNALFINANCIAL10-K

DNOW significantly expanded its share count while substantially growing stockholders' equity, suggesting a major equity financing event or strategic transaction.

The dramatic increase in outstanding shares from 106 million to 186 million indicates a major dilutive event, likely an acquisition or strategic financing that roughly doubled the equity base. While this dilution typically concerns shareholders, the substantial growth in stockholders' equity suggests the transaction may have created meaningful value that could offset the dilutive impact.

Comparing 2026-02-26 vs 2025-02-18View on EDGAR →
FINANCIAL ANALYSIS

DNOW demonstrated solid operational momentum with revenue growing 26% and meaningful expansion in stockholders' equity, though this came alongside a notable 76% increase in share count. The company maintained strong cash generation despite a decline in operating cash flow, while increasing share buybacks and expanding SG&A expenses. The overall picture suggests a company investing in growth while managing through what appears to be a significant strategic transaction or financing event.

FINANCIAL STATEMENT CHANGES
Stockholders Equity
Balance Sheet
+98.7%
$1.1B$2.2B

Equity base grew 98.7% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Share Buybacks
Cash Flow
+60.9%
$23.0M$37.0M

Share repurchases increased 60.9% — management returning capital, signals confidence in intrinsic value.

Operating Cash Flow
Cash Flow
-48%
$298.0M$155.0M

Operating cash flow fell 48% — earnings quality concerns; investigate working capital changes and non-cash items.

Cash & Equivalents
Balance Sheet
-35.9%
$256.0M$164.0M

Cash declined 35.9% — significant cash burn or deployment; verify adequacy of remaining liquidity runway.

SG&A Expense
P&L
+34.4%
$416.0M$559.0M

SG&A up 34.4% — significant increase in sales or administrative costs, monitor impact on operating leverage.

Revenue
P&L
+25.7%
$2.1B$2.6B

Revenue growing 25.7% — solid top-line momentum, watch margins for quality of growth.

LANGUAGE CHANGES
NEW — 2026-02-26
PRIOR — 2025-02-18
ADDED
As of February 18, 2026, there were 186,346,145 shares of the Company s common stock (excluding 2,018,633 unvested restricted shares) outstanding.
Forward-looking statements typically are identified by use of terms such as anticipates , assumes , believes , budget , estimates , expects , goal , guidance , plans , may , will , might , would , should , seeks , project , predict , potential , objective , currently , continue , intends , outlook , forecasts , targets , reflects , could , or other similar words and phrases, although some forward-looking statements could be expressed differently.
Forward-looking statements are current only as of the date they are made.
Other factors beyond those listed above or elsewhere in this report including factors unknown to us and factors known to us which we have determined not to be material, could also adversely affect us.
We are a premier provider of energy and industrial solutions, serving as a global leader in the distribution of pipe, valves and fittings ( PVF ), and pumps, as well as in the fabrication, assembly and testing of process and production equipment.
We provide a broad mix of quality products customers require to build and maintain essential infrastructure and operating equipment across the upstream, midstream, gas utilities, downstream, energy transition and industrial markets.
We deliver a comprehensive range of value-added supply chain solutions and technical product expertise, supported by advanced digital offerings to customers globally.
On June 26, 2025, DNOW entered into an Agreement and Plan of Merger (the Merger Agreement ) with MRC Global Inc.
( MRC Global ) in an all-stock transaction, inclusive of MRC Global s debt.
On November 6, 2025 (the Closing Date ), DNOW completed its acquisition of MRC Global.
REMOVED
As of February 7, 2025, there were 105,687,410 shares of the Company s common stock (excluding 2,316,154 unvested restricted shares) outstanding.
These forward-looking statements generally are identified by the words may, believe, anticipate, expect, plan, predict, estimate, will be or other similar words and phrases.
We are a distributor to the oil and gas, energy transition and industrial markets with a legacy of over 160 years.
We operate primarily under the DNOW brand along with several affiliated brands operating in local, regional or international markets that are tied to prior acquisitions.
Through a network of approximately 165 locations and approximately 2,575 employees worldwide, our operating locations utilize a complementary suite of technology, systems, order and fulfillment processes and sourcing and procurement channels to provide products and services to a variety of customers operating in the energy and industrial markets.
Additionally, through our DigitalNOW platform, customers can leverage technology across applications to solve a wide array of complex operational and product sourcing challenges to assist in maximizing their return on assets.
The energy and industrial distribution end markets we serve are inclusive of engineering and construction firms that perform capital and maintenance projects for their clients.
We also provide supply chain and materials management solutions to the same markets where we sell products.
Our global product offering includes pipe, manual and automated valves, fittings, flanges, gaskets, fasteners, electrical, instrumentation, artificial lift, pumping solutions and modular process, production, measurement, automation, control equipment, and consumable maintenance, repair and operating ( MRO ) supplies.
We also offer sourcing, procurement, warehouse and inventory management solutions as part of our supply chain and materials management offering.
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