DNOW Inc.

On January 24, 2025, the Company’s Board of Directors authorized a share repurchase program to purchase up to $160 million of its outstanding common stock. The Company may repurchase common stock through various methods, including, but not limited to, open market, privately negotiated transaction, or by other means which comply with applicable state and federal securities laws. The amount and timing of any repurchase will depend on several factors, including share price, general business and market conditions, and alternative investment opportunities. The share repurchase program does not obligate the Company to repurchase shares and may be suspended or discontinued at any time at the Company's discretion. All shares repurchased shall be retired pursuant to the terms of the share repurchase program. Depe nding on the timing of the retirement and cash settlement of the repurchased shares, the Company could have shares held in treasury stock until retired. Share repurchases made are subject to a 1% excise tax. The impact of this 1% excise tax was $1 million and less than $1 million for the nine months ended September 30, 2026 and 2025, respectively. During the third quarter of 2025, the Company had temporarily suspended share repurchase activity due to the merger agreement with MRC Global.

Information regarding the shares repurchased is as follows:

(1)

Excludes 1% excise tax on share repurchases.