DNOW Inc
For the period ended Dec 31, 2024. Filed Feb 18, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 18, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements and Exhibits
The following financial statements are presented in response to Part II, Item 8:
| Page | |
|---|---|
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 |
| Auditor Name: Ernst & Young LLP | |
| Auditor Location: Houston, Texas | |
| Consolidated Balance Sheets | 48 |
| Consolidated Statements of Operations | 49 |
| Consolidated Statements of Comprehensive Income | 50 |
| Consolidated Statements of Cash Flows | 51 |
| Consolidated Statements of Stockholders’ Equity | 52 |
| Notes to Consolidated Financial Statements | 53 |
(2) Financial Statement Schedule
All schedules are omitted because they are not applicable, not required or the information is included in the financial statements or notes thereto.
(3) Exhibits
| 3.1 | DNOW Inc. Amended and Restated Certificate of Incorporation (6) |
| 3.2 | DNOW Inc. Amended and Restated Bylaws (8) |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934 |
| 10.1 | Form of Employment Agreement for Executive Officers (1) |
| 10.2 | NOW Inc. 2014 Incentive Compensation Plan (2) |
| 10.3 | Form of Nonqualified Stock Option Agreement (4) |
| 10.4 | Form of Restricted Stock Award Agreement (3 year cliff vest) (3) |
| 10.5 | Form of Performance Award Agreement (3) |
| 10.6 | Form of Amendment to Employment Agreement for Executive Officers (4) |
| 10.7 | Credit Agreement dated as of April 30, 2018, among the Borrowers, the lenders that are parties thereto and Wells Fargo Bank, National Association as administrative agent, an issuing lender and swing lender (5) |
| 10.8 | Employment Agreement between NOW Inc. and Chief Executive Officer David Cherechinsky (7) |
| 10.9 | Employment Agreement between NOW Inc. and Chief Financial Officer Mark Johnson (7) |
| 10.10 | First Amendment to Credit Agreement, and First Amendment to US Guaranty and Security Agreement, dated as of December 14, 2021, among the Borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, an issuing lender and swing lender (9) |
| 10.11 | First Amendment to Credit Agreement, and First Amendment to US Guaranty and Security Agreement, dated as of December 14, 2021, among the Borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, an issuing lender and swing lender (10) |
| 10.12 | Second Amendment to Credit Agreement, among the Borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, an issuing lender and swing lender (11) |
| 10.13 | DNOW Inc. 2024 Omnibus Incentive Plan (12) |
| 21.1 | Subsidiaries of the Registrant |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 24.1 | Power of Attorney (included on signature page hereto) |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | DNOW Incentive Based Compensation Recoupment Policy |
| 101.INS | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1)
Filed as an Exhibit to our Current Report on Form 8-K filed on May 30, 2014
(2)
Filed as an Exhibit to our Amendment No. 1 to Form 10, as amended, Registration Statement filed on April 8, 2014
(3)
Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on May 7, 2015
(4)
Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on November 2, 2016
(5)
Filed as an Exhibit to our Current Report on Form 8-K filed on May 1, 2018
(6)
Filed as an Exhibit to our Current Report on Form 8-K filed on January 9, 2024
(7)
Filed as an Exhibit to our Current Report on Form 8-K filed on June 2, 2020
(8)
Filed as an Exhibit to our Current Report on Form 8-K filed on January 9, 2024
(9)
Filed as an Exhibit to our Current Report on Form 8-K filed on December 17, 2021
(10)
Filed as an Exhibit to our Current Report on Form 8-K/A filed on February 4, 2022
(11)
Filed as an Exhibit to our Current Report on Form 8-K filed on January 3, 2023
(12)
Filed as an Exhibit to Registration Statement on Form S-8 filed on May 24, 2024
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DNOW Inc.
Date: February 18, 2025
| By: | /s/ David A. Cherechinsky |
|---|---|
| David A. Cherechinsky | |
| President, Chief Executive Officer and Director | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Each person whose signature appears below in so signing, constitutes and appoints David A. Cherechinsky and Mark B. Johnson, and each of them acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments to this report, and in each case to file the same, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.
| Signature | Title | Date |
|---|---|---|
| /s/ David A. Cherechinsky | President, Chief Executive Officer and Director | February 18, 2025 |
| David A. Cherechinsky | ||
| /s/ Mark B. Johnson | Senior Vice President and Chief Financial OfficerPrincipal Financial Officer and Principal Accounting Officer | February 18, 2025 |
| Mark B. Johnson | ||
| /s/ Richard J. Alario | Chairman of the Board | February 18, 2025 |
| Richard J. Alario | ||
| /s/ Terry Bonno | Director | February 18, 2025 |
| Terry Bonno | ||
| /s/ Galen Cobb | Director | February 18, 2025 |
| Galen Cobb | ||
| /s/ Paul Coppinger | Director | February 18, 2025 |
| Paul Coppinger | ||
| /s/ Karen David-Green | Director | February 18, 2025 |
| Karen David-Green | ||
| /s/ Rodney Eads | Director | February 18, 2025 |
| Rodney Eads | ||
| /s/ Sonya Reed | Director | February 18, 2025 |
| Sonya Reed | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.