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$DNOW
·
10-K
DNOW Inc. · Feb 25, 9:26 PM ET
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DNOW Inc. 10-K
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Contents
12
12. Stockholders’ Equity
Preferred Stock
The Company has authorized 20 million shares of undesignated preferred stock. The Board of Directors has the authority to issue shares of the preferred stock. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding.
Common Stock
On November 6, 2025, the Company issued 82 million shares of common stock to former shareholders of MRC Global in connection with the closing of its acquisition of MRC Global.
Share Repurchase Program
On August 3, 2022, the Company’s Board of Directors approved a share repurchase program, under which the Company was authorized to purchase up to $80 million of its outstanding common stock through December 31, 2024. The Company fully utilized this $80 million repurchase program as of December 31, 2024. On January 24, 2025, the Company’s Board of Directors authorized a new share repurchase program to purchase up to $160 million of its outstanding common stock. The Company may from time to time 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. Depending 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 less than $1 million for the years ended December 31, 2025, 2024 and 2023.
Information regarding the shares repurchased was as follows:
Consolidated Variable Interest Entities ("VIE")
The Company conducts certain operations through contractual arrangements with certain entities that are considered VIEs. The Company is the primary beneficiary and consolidates the VIEs as it has the power to direct the activities that most significantly affect
the VIEs’ economic performance and has the obligation to absorb the VIEs’ losses or the right to receive benefits. For the years ended December 31, 2025, 2024 and 2023, net income attributable to noncontrolling interest was $1 million each year.
The assets of the VIEs can only be used to settle their own obligations and their creditors have no recourse to the Company’s assets. As of December 31, 2025 and 2024, the VIEs’ assets were primarily current assets of $24 million and $10 million, respectively, and the liabilities were primarily current liabilities of $8 million and $2 million, respectively.
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