Johnson Mark B 4

What Happened Mark B. Johnson, Senior Vice President and Chief Financial Officer of DNOW Inc. (DNOW), received an award of 20,999 performance shares on 2026-02-20. To satisfy tax withholding obligations, 12,264 shares (withheld from restricted share vesting) and 8,264 shares (withheld from the performance award) were surrendered/withheld at $13.23 per share, producing proceeds of $162,253 and $109,333 respectively. Net shares retained from the performance award after the 8,264-share withholding: 12,735 shares.

Key Details

• Transaction date: February 20, 2026; Form 4 filed February 24, 2026 (filed within the two-business-day reporting window).
• Award: 20,999 shares received for no consideration upon satisfaction of performance criteria (footnote F2).
• Tax withholding/dispositions: 12,264 shares withheld from restricted share vesting (F1) and 8,264 shares withheld from the performance award (F3); both disposals reported at $13.23 per share.
• Proceeds from withheld shares: $162,253 + $109,333 = $271,586 total.
• Shares owned after the transaction: Not specified in the provided excerpt of the filing — see full Form 4 for total beneficial ownership.
• Codes/meanings: A = award/acquisition; F = tax withholding to satisfy liability.

Context This filing reflects receipt of performance-based equity and routine tax-withholding dispositions, not an open-market sale or a new purchase. Withholding shares to cover taxes is common when awards vest and does not, by itself, signal the insider’s market view.