NOW Inc美股招股说明书(2025-08-05版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of DNOW Inc. and MRC Global Inc.: On behalf of the boards of directors of DNOW Inc., a Delaware corporation (“DNOW”), and MRC Global Inc., a Delaware corporation (“MRCGlobal”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger between DNOW and MRC Global. We arerequesting that you take certain actions as a DNOW or MRC Global stockholder. On June26, 2025, DNOW entered into an agreement and plan of merger (the “merger agreement”) with MRC Global, Buck Merger Sub, Inc., aDelaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liabilitycompany and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). The merger agreement provides that, among other things and subject to theterms and conditions of the merger agreement, (1)Merger Sub will be merged with and into MRC Global (the “First Merger”), with MRC Globalcontinuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the “Effective Time”) and (2)immediatelyfollowing the First Merger, MRC Global will be merged with and into LLC Sub (the “Second Merger” and, together with the First Merger, the“mergers”), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary ofDNOW. If the mergers are completed, subject to certain exceptions, (i)each share of common stock, $0.01 par value, of MRC Global (the “MRC Globalcommon stock”) held immediately prior to the Effective Time by DNOW or any of DNOW’s subsidiaries, or by MRC Global or any of MRC Global’ssubsidiaries (collectively, the “Excluded Shares”), shall be canceled and retired and shall cease to exist, and no consideration shall be delivered inexchange therefor, and (ii)each share of MRC Global common stock issued and outstanding (other than Excluded Shares) immediately prior to theEffective Time shall be converted into the right to receive 0.9489 shares (the “exchange ratio”) of common stock, $0.01 par value, of DNOW (the“DNOW common stock”), with cash paid in lieu of the issuance of fractional shares, if any. Following the completion of the mergers, it is anticipated that persons who were stockholders of DNOW and MRC Global immediately prior tothe mergers will own approximately 56.5% and 43.5% of the combined company, respectively, on a fully diluted basis. Completion of the mergers requires, among other things, the separate approvals of both the holders of DNOW common stock (the “DNOWstockholders”) and the holders of shares of MRC Global common stock (the “MRC Global stockholders”). To obtain the required stockholder approvals,DNOW and MRC Global will each hold special meetings of their respective stockholders in connection with the mergers (respectively, the “DNOWspecial meeting” and the “MRC Global special meeting”). At the DNOW special meeting, the DNOW stockholders will be asked to vote on (1)a proposal to approve the issuance of shares of DNOWcommon stock to the MRC Global stockholders (the “DNOW stock issuance proposal”) and (2)a proposal to approve the adjournment of the DNOWspecial meeting to solicit additional proxies if there are not sufficient votes at the time of the DNOW special meeting to approve the DNOW stockissuance proposal (the “DNOW adjournment proposal”). Approval of each of the DNOW stock issuance proposal and the DNOW adjournment proposal requires the affirmative vote of a majority of theshares of DNOW common stock present in person or represented by proxy at the DNOW special meeting. The mergers cannot be completed without theapproval of the DNOW stock issuance proposal. For the avoidance of doubt, approval of the DNOW adjournment proposal is not a condition to theclosing of the mergers or otherwise required to effectuate the mergers. Table of Contents The DNOW special meeting will be held on September 9, 2025 at 10:00 a.m., Central Time, at the offices of DNOW, located at 7402 NorthEldridge Parkway, Houston, Texas 77041. DNOW’s board of directors unanimously recommends that DNOW stockholders (i)vote “FOR” theDNOW stock issuance proposal and (ii)vote “FOR” the DNOW adjournment proposal. At the MRC Global special meeting, MRC Global stockholders will be asked to vote on (1)a proposal to adopt and approve the mergeragreement, the mergers and the other transactions contemplated thereby (the “MRC Global merger proposal”), (2) a proposal to approve, on anon-bindingadvisory basis, the compensation that may be paid or become payable to MRC Global’s named executive officers that is based on orotherwise relates to the mergers (the “MRC Global compensation advisory proposal”) and (3)a proposal to approve the adjournment of the MRC Globalspecial meeting to solicit additional proxies if there are not sufficient votes at the time of the MRC Global special meeting to approve the MRC Globalmerger prop