DNOW Inc.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

About 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.

FY2025 · Filed Feb 26, 2026

DNOW$13.94+5.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Contents

Cover page

PART I

Item 1. BUSINESS (no text here)

ITEM 1. BUSINESS

Item 1A. RISK FACTORS (no text here)

ITEM 1A. RISK FACTORS

Item 1B. UNRESOLVED STAFF COMMENTS (no text here)

ITEM 1B. UNRESOLVED STAFF COMMENTS

Item 1C. Cybersecurity (no text here)

ITEM 1C. CYBERSECURITY

Item 2. PROPERTIES (no text here)

ITEM 2. PROPERTIES

Item 3. LEGAL PROCEEDINGS (no text here)

ITEM 3. LEGAL PROCEEDINGS

Item 4. MINE SAFETY DISCLOSURES (no text here)

ITEM 4. MINE SAFETY DISCLOSURES

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (no text here)

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 6. (RESERVED) (no text here)

ITEM 6. RESERVED

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (no text here)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Share Repurchase Program Legal Proceedings

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (no text here)

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE (no text here)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9A. CONTROLS AND PROCEDURES (no text here)

ITEM 9A. CONTROLS AND PROCEDURES

Item 9B. OTHER INFORMATION (no text here)

ITEM 9B. OTHER INFORMATION

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS (no text here)

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (no text here)

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 11. EXECUTIVE COMPENSATION (no text here)

ITEM 11. EXECUTIVE COMPENSATION

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (no text here)

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE (no text here)

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES (no text here)

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (no text here)

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES SIGNATURES REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Item 8. Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 1. Organization and Basis of Presentation 3. Revenue 4. Receivables, net Inventories consist primarily of (in millions):6. Property, Plant and Equipment, net 7. Accrued Liabilities 8. Goodwill 9. Intangibles, net 10. Income Taxes 11. Debt Preferred Stock Common Stock Share Repurchase Program Information regarding the shares repurchased was as follows:Consolidated Variable Interest Entities ("VIE")13. Leases 14. Commitments and Contingencies 16. Business Segments 17. Earnings Per Share (“EPS”)18. Stock-based Compensation and Outstanding Awards 19. Employee Benefit Plans 20. Acquisitions 22. Subsequent Event

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

	December 31,
	2025	2024 (Revised)
ASSETS
Current assets:
Cash and cash equivalents	$164	$256
Receivables, net	874	388
Inventories, net	1,192	352
Prepaid and other current assets	48	32
Total current assets	2,278	1,028
Property, plant and equipment, net	264	157
Operating right-of-use assets	160	40
Deferred income taxes	11	93
Goodwill	617	230
Intangibles, net	565	65
Other assets	29	8
Total assets	$3,924	$1,621
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$653	$300
Accrued liabilities	300	130
Other current liabilities	21	12
Total current liabilities	974	442
Long-term debt	411	—
Long-term operating lease liabilities	129	29
Deferred income taxes	99	—
Other long-term liabilities	73	22
Total liabilities	1,686	493
Commitments and contingencies (Note 14)
Stockholders' equity:
Common stock - par value $0.01; 330 million shares authorized; 186,125,254 and 105,652,963 shares issued and outstanding at December 31, 2025 and 2024, respectively	2	1
Additional paid-in capital	3,193	2,023
Accumulated deficit	(836)	(747)
Accumulated other comprehensive loss	(126)	(153)
DNOW Inc. stockholders' equity	2,233	1,124
Noncontrolling interest	5	4
Total stockholders' equity	2,238	1,128
Total liabilities and stockholders' equity	$3,924	$1,621

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.