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DNOW Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

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

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Contents

Item 5. Other Information

Insider Trading Arrangements and Policies

During the three months ended September 30, 2026, the following officer (as defined in Rule 16a-1(f) of the Exchange Act)adopteda “Rule 10b5-1 trading arrangement”, as defined in Item 408 of Regulation S-K, for the sale of our common stock. Trading arrangements were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities. Shares in the 10b5-1 trading arrangement that are subject to restricted stock awards (“RSAs”) and performance share awards (“PSAs”) may only be traded following satisfaction of applicable vesting requirements. In addition, because of the achievement of performance conditions, pricing (such as future share price targets), and timing in the 10b5-1 trading arrangement, it is not yet determinable how many shares actually will be sold under the trading arrangement prior to its expiration date.

On August 21, 2026, Mark Johnson, Senior Vice President and Chief Financial Officer, entered into a Rule 10b5-1 trading arrangement that is scheduled to expire no later than March 31, 2028. The trading arrangement provides for the potential sale of up to 95,000 shares currently held by Mr. Johnson and the potential sale of up to 203,937 shares from underlying unvested RSAs and PSAs that are scheduled to vest on February 21, 2027 and February 25, 2028 following satisfaction of applicable vesting requirements. The value of the unvested PSAs reflect the maximum potential performance payout of 200% of target. If actual performance yields fewer shares, the trading arrangement will execute, in accordance with its terms, only on the number of shares actually delivered at the achieved performance levels.

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