DNOW Inc.

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 (“RSUs”), phantom shares, performance stock awards (“PSAs”), stock options and stock appreciation rights.

For the nine months ended September 30, 2026, the Company granted 1,232,684 shares of RSAs with a weighted average fair value of$11.96 per share and 109,741 shares of RSUs with a weighted average fair value of$11.85 per share. In addition, the Company granted PSAs to senior management employees with potential payouts varying from zero to 823,840 shares. PSAsof 67,296 and 159,822 were issued during the nine months ended September 30, 2026 and 2025, respectively, based on performance above the specified target of achievement for performance share unit awards granted in 2023 and 2022, respectively. No RSAs, RSUs or PSAs were granted during the three months ended September 30, 2026. The RSAs and RSUs vest on thefirst, thirdand fifth anniversaries 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 thethree and nine months ended September 30, 2026 totaled$6 million and$16 million, respectively, comp ared to$4 million and$12 million, respectively, for the corresponding periods of 2025.