DNOW Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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17. Earnings Per Share (“EPS”)
Basic EPS is based on net (loss) income attributable to the Company’s earnings and is calculated based upon the daily weighted-average number of common shares outstanding during the periods presented. Diluted EPS includes the above, plus unvested restricted stock awards, unvested restricted units, unvested performance stock awards and unexercised stock options, to the extent these instruments dilute EPS.
For the years ended December 31, 2025, 2024 and 2023, a total of 4 million, less than 1 million and 1 million, respectively, of dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect or due to the Company recognizing a net loss for the period.
Basic and diluted EPS are as follows (in millions, except share data):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 (Revised) | 2023 (Revised) | |
| Numerator: | |||
| Net (loss) income attributable to DNOW Inc. | $(89) | $78 | $250 |
| Less: net income attributable to participating securities | — | (2) | (4) |
| Net (loss) income attributable to DNOW Inc. stockholders | $(89) | $76 | $246 |
| Denominator: | |||
| Weighted average basic common shares outstanding | 117,880,198 | 106,354,586 | 107,395,890 |
| Effect of dilutive securities | — | 793,824 | 1,026,865 |
| Weighted average diluted common shares outstanding | 117,880,198 | 107,148,410 | 108,422,755 |
| (Loss) earnings per share attributable to DNOW Inc. stockholders: | |||
| Basic | $(0.76) | $0.72 | $2.29 |
| Diluted | $(0.76) | $0.71 | $2.27 |
Under ASC Topic 260, “Earnings Per Share,” the two-class method requires a portion of net (loss) income attributable to DNOW Inc. to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, if declared. Net loss is not allocated to unvested awards in periods the Company determined that those shares are not obligated to participate in losses. For the periods that the Company recognized net income, net income attributable to these participating securities was excluded from net income attributable to DNOW Inc. stockholders in the numerator of the earnings per share computation.
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