DNOW Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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12. Stock-based Compensation and Outstanding Awards
In 2024, the Company’s shareholders approved the DNOW Inc. 2024 Omnibus Incentive Plan, which allows awards to be granted until 2034, for the granting of restricted stock awards (“RSAs”), restricted stock units and phantom shares (“RSUs”), performance stock awards (“PSAs”), stock options, and stock appreciation rights.
For the nine months ended September 30, 2025, the Company granted 747,715 shares of RSAs and RSUs with a weighted average fair value of$15.93 per share. In addition, the Company granted PSAs to senior management employees with potential payouts varying from zero to 502,514 shares. The RSAs and RSUs vest on the first and third anniversary of the date of grant. The PSAs can be earned based on performance against established metrics over athree-year performance period.
Stock-based compensation expense for the three and nine months ended September 30, 2025, totaled$4 million and$12 million, respectively, compared to$3 million and$9 million, respectively, for the corresponding periods of 2024.
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