NOW Inc 2026年季度报告

(Mark one) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 (State or other jurisdiction of incorporation or organization) 7402 North Eldridge Parkway, Houston, Texas 77041(Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)DNOW Name of each exchange on which registeredNew York Stock Exchange Common Stock, par value $0.01 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐ Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of July 29, 2026, the registrant had 180,785,891 shares of common stock (excluding 2,537,078 unvested restricted shares), parvalue $0.01 per share, outstanding. DNOW INC. TABLE OF CONTENTS Part I - Financial Information Item 1.Financial Statements3Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20253Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2026 and20254Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the three and six months endedJune 30, 2026 and 20255Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2026 and 20256Consolidated Statements of Stockholders' Equity (Unaudited) for the three and six months ended June 30,2026 and 20257Notes to Unaudited Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3.Quantitative and Qualitative Disclosures About Market Risk30Item 4.Controls and Procedures31 Part II - Other Information Item 1.Legal Proceedings32Item 1A.Risk Factors32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32Item 3.Defaults Upon Senior Securities32Item 4.Mining Safety Disclosures32Item 5.Other Information32Item 6.Exhibits33Signature34 DNOW INC.CONSOLIDATED BALANCE SHEETS(In millions, except share and par value) DNOW INC.CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(In millions, except per share data) DNOW INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(In millions) DNOW INC.Notes to Unaudited Consolidated Financial Statements 1. Organization and Basis of Presentation Nature of Operations DNOW Inc. (“DNOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated inDelaware on November 22, 2013. We operate primarily under the DNOW and MRC Global brands along with several affiliatedand acquired brands operating in local, regional or international markets. DNOW is a leading distributor of pipe, valves, fittings(“PVF”), gas products, pumps and fabricated process and production equipment through its approximately 300 locations in theUnited States (“U.S.”), Canada and select international locations which are geographically positioned to serve the energy andindustrial markets. On June 26, 2025, the Company 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”), DNOWcompleted its acquisition of MRC Global. The merger was accounted for as a business combination in accordance with theFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, where DNOW was theaccounting acquirer. See Note 13 “Acquisitions” for additional information. The Company provides products to customers to build and m