Cherechinsky David A 4

What Happened

• David A. Cherechinsky, President and Chief Executive Officer of DNOW Inc. (DNOW), was awarded 89,995 performance shares on 2026-02-20 (received for no consideration). To satisfy tax withholding on the vesting, a total of 87,972 shares were withheld/disposed: 52,558 shares at $13.23 ($695,342) and 35,414 shares at $13.23 ($468,527), a combined withholding value of about $1.16M. The award is an acquisition (grant) and the transfers labeled "F" represent share withholding to cover tax liabilities (not open-market sales).

Key Details

• Transaction date: 2026-02-20 (reported on Form 4 filed 2026-02-24; filing is within two business days)
• Award: 89,995 performance shares received for no consideration (footnote F2)
• Withheld for taxes: 52,558 shares @ $13.23 = $695,342 (footnote F1); 35,414 shares @ $13.23 = $468,527 (footnote F3); total withheld = 87,972 shares (~$1.16M)
• Shares owned after transaction: not specified in the filing
• Footnotes: F1 = withholding from restricted shares; F2 = performance shares granted for no consideration upon meeting performance criteria; F3 = withholding from performance award shares
• Filing timeliness: Reported on 2026-02-24 for a 2026-02-20 transaction (timely under Form 4 rules)

Context

• This was not an open-market buy or sale expressing market sentiment. The principal action was the vesting/receipt of performance shares; the "dispositions" were administrative — shares withheld to satisfy tax obligations (a common cashless withholding practice). These transactions signal company compensation payout rather than a CEO stock purchase or voluntary sale.