Munson Kelly T. 4

What Happened
Kelly T. Munson, Chief Administrative & Information Officer of DNOW Inc., received a grant of 15,000 performance-based shares on 2026-02-20. To satisfy tax withholding, a total of 14,663 shares were withheld (8,760 shares and 5,903 shares) at $13.23 per share, resulting in withholding proceeds of $115,895 and $78,097 respectively. After withholding, Munson retained a net 337 shares from the award. The award shares were received for no cash consideration upon satisfaction of performance criteria (performance award).

Key Details

• Transaction date: 2026-02-20 (reported on Form 4 filed 2026-02-24).
• Award: 15,000 performance shares granted (footnote: received for no consideration upon satisfaction of performance criteria).
• Tax withholding: 8,760 shares withheld at $13.23 = $115,895; 5,903 shares withheld at $13.23 = $78,097; total withholding value = $193,992.
• Net shares retained from the grant: 337 shares (15,000 granted − 14,663 withheld).
• Filing timeliness: Report filed 2026-02-24 covering 2026-02-20 transactions; filing does not indicate a late report.
• Shares owned after the transaction: Not disclosed in the filing.

Context

• This was an award/vesting event, not an open-market sale or purchase. The withheld shares represent tax withholding on the vesting, a routine administrative step that does not necessarily indicate the insider is selling stock on the market.
• For retail investors, awards and withholding are common compensation mechanics; purchases by insiders generally carry more signal than routine vesting with tax withholding.