UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36325

DNOW INC.

(Exact name of registrant as specified in its charter)


Delaware		46-4191184
(State of Incorporation)		(IRS Identification No.)


7402 North Eldridge Parkway, Houston, Texas 77041		(281) 823-4700
(Address of principal executive offices)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	DNOW	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☒	Large accelerated filer	☐	Accelerated filer	☐	Smaller reporting company
☐	Non-accelerated filer			☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of common stock held by non-affiliates of the registrant as of June 2830, ~~2024~~2025 was $1.56 billion. As of February 718, ~~2025~~2026, there were ~~105~~186,~~687~~346,~~410~~145 shares of the Company’s common stock (excluding 2,~~316~~018,~~154~~633 unvested restricted shares) outstanding.

Documents Incorporated by Reference

Portions of the Proxy Statement in connection with the ~~2025~~2026 Annual Meeting of Stockholders are incorporated in Part III of this report.

DNOW INC.

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	1013
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2230
ITEM 1C.	Cybersecurity	2230
ITEM 2.	PROPERTIES	2332
ITEM 3.	LEGAL PROCEEDINGS	2332
ITEM 4.	MINE SAFETY DISCLOSURES	2332
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2433
ITEM 6.	(RESERVED)	2534
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2635
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3852
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3953
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3953
ITEM 9A.	CONTROLS AND PROCEDURES	3954
ITEM 9B.	OTHER INFORMATION	4055
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	4055
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	4156
ITEM 11.	EXECUTIVE COMPENSATION	4156
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4156
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4156
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	4157
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	4258
	SIGNATURES	61

FORM 10-K

Note About Forward-Looking Statements

This report includes estimates, projections, statements relating to our business plans, objectives and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the following sections, among others: “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ~~These forward~~Forward-looking statements ~~generally~~typically are identified by ~~the~~use ~~words~~of terms such as “~~may~~anticipates”, “assumes”, “~~believe~~believes”, “budget”, “~~anticipate~~estimates”, “expects”, “~~expect~~goal”, “guidance”, “~~plan~~plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “project”, “predict”, “potential”, “~~estimate~~objective”, “currently”, “~~will~~continue”, be“intends”, “outlook”, “forecasts”, “targets”, “reflects”, “could”, or other similar words and phrases, although some forward-looking statements could be expressed differently. Forward-looking statements are ~~based~~current ononly ~~current~~as ~~expectations~~of ~~and~~the ~~assumptions~~date ~~that~~they are ~~subject~~made. toYou ~~risks~~should ~~and~~be ~~uncertainties~~aware that ~~may~~our ~~cause~~ actual results tocould differ materially. Wefrom ~~describe~~results anticipated in the forward-looking statements due to a number of factors and risks, many of which are outside of our control, including, but not limited to, changes in oil and ~~uncertainties~~gas ~~that~~prices, ~~could~~changes ~~cause~~in ~~actual~~the ~~results~~energy markets, customer demand for our products, changes in trade policies including the imposition or elimination of additional tariffs and ~~events~~duties, tosignificant ~~differ~~changes ~~materially~~in the size of our customers, difficulties encountered in ~~“Risk~~integrating ~~Factors”~~mergers and acquisitions (~~Part~~including Ibut not limited to certain risks relating to any mergers or acquisitions, ~~Item~~such 1Aas: the timing of ~~this~~the ~~Form~~closing ~~10-K)~~of the merger or acquisition; the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms; the possibility that regulatory approvals for any dispositions or acquisitions will not be received on a timely basis, ~~“Management’s~~if ~~Discussion~~at ~~and~~all, ~~Analysis~~or that such approvals may require modification to the terms of ~~Financial~~the ~~Condition~~merger, acquisition or remaining businesses; the risk that the expected benefits, synergies and ~~Results~~cost reduction efforts of ~~Operations”~~the ~~(Part~~mergers IIor acquisitions may not be fully achieved in a timely manner, ~~Item~~or 7at all), successful integration of the business of MRC Global into our business, general volatility in the capital markets, ability to complete the share repurchase program, changes in applicable government regulations, increased borrowing costs, geopolitical conditions and ~~“Quantitative~~tensions (including the Ukraine and ~~Qualitative~~Middle ~~Disclosures~~East ~~about~~conflicts ~~Market~~and ~~Risk”~~their ~~(Part~~regional ~~II,~~and ~~Item~~global 7Aimpacts). Weor ~~undertake~~any nolitigation ~~obligation~~arising toout ~~update~~of or ~~revise~~related ~~publicly~~thereto, ~~any~~impairments ~~forward~~in long-~~looking~~lived ~~statements~~assets, ~~whether~~the ~~because~~occurrence of ~~new~~cyber ~~information~~incidents, ~~future~~or ~~events~~failure by us or ~~otherwise,~~our ~~except~~third-party service providers to maintain cybersecurity and the ~~extent~~integrity ~~required~~of byconfidential ~~applicable~~data, ~~law~~and worldwide and national economic conditions and activity.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” (Part I, Item 1A of this Form 10-K), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) and “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A). Other factors beyond those listed above or elsewhere in this report including factors unknown to us and factors known to us which we have determined not to be material, could also adversely affect us. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by applicable law.

PART I

ITEM 1. BUSINESS

Overview

DNOW Inc., (“DNOW” or the “Company”), headquartered in Houston, Texas, was incorporated in Delaware on November 22, 2013. On June 2, 2014, DNOW stock began regular trading on the New York Stock Exchange under the ticker symbol “DNOW”. We are a ~~distributor~~premier toprovider ~~the~~of ~~oil and gas,~~ energy ~~transition~~ and industrial ~~markets~~solutions, ~~with~~serving as a ~~legacy~~global ofleader ~~over~~in ~~160 years. We operate primarily under~~ the ~~DNOW~~distribution ~~brand~~of ~~along~~pipe, ~~with~~valves ~~several~~and ~~affiliated~~fittings ~~brands~~(“PVF”), ~~operating~~and ~~in local~~pumps, ~~regional~~as orwell ~~international~~as ~~markets~~in ~~that~~the ~~are~~fabrication, ~~tied~~assembly toand ~~prior~~testing ~~acquisitions. Through a network~~ of ~~approximately~~process ~~165 locations~~ and ~~approximately~~production ~~2,575~~equipment. ~~employees~~We ~~worldwide,~~provide ~~our operating locations utilize~~ a ~~complementary~~broad ~~suite~~mix of ~~technology,~~quality ~~systems,~~products ~~order~~customers ~~and~~require ~~fulfillment~~to ~~processes~~build and ~~sourcing~~maintain ~~and~~essential ~~procurement~~infrastructure ~~channels to provide products~~ and ~~services~~operating toequipment aacross ~~variety~~the ofupstream, ~~customers~~midstream, ~~operating~~gas inutilities, ~~the~~downstream, energy transition and industrial markets. ~~Additionally,~~We ~~through~~deliver ~~our~~a ~~DigitalNOW®~~comprehensive ~~platform,~~range ~~customers~~of ~~can~~value-added ~~leverage~~supply ~~technology~~chain ~~across~~solutions ~~applications~~and totechnical ~~solve~~product aexpertise, ~~wide~~supported ~~array~~by ofadvanced ~~complex~~digital ~~operational~~offerings ~~and product sourcing challenges~~ to ~~assist~~customers ~~in maximizing their return on assets~~globally.

~~Our~~On ~~product~~June ~~and~~26, ~~service~~2025, ~~offerings~~DNOW ~~are~~entered ~~consumed~~into ~~throughout~~an ~~the~~Agreement ~~energy~~and ~~industry~~Plan –of ~~from~~Merger ~~upstream~~(the ~~drilling~~“Merger ~~and~~Agreement”) ~~completion,~~with ~~exploration~~MRC ~~and~~Global ~~production~~Inc. (“~~E&P~~MRC Global”), ~~midstream transmission, gas and crude oil processing infrastructure development to downstream petroleum refining and petrochemicals – as well as~~ in ~~other~~an ~~industries,~~all-stock ~~such as chemical processing~~transaction, ~~mining, water/wastewater, food and beverage, gas utilities and the evolution of energy transition markets~~ inclusive of ~~greenhouse~~MRC ~~gas~~Global’s ~~reduction~~debt. ~~and~~On ~~emissions~~November ~~capture and storage~~6, ~~renewable~~2025 ~~fuels~~(the ~~such~~“Closing ~~as biofuels and renewable natural gas ("RNG"~~Date”), ~~wind,~~DNOW ~~solar,~~completed ~~production~~its acquisition of ~~hydrogen~~MRC asGlobal. aSee ~~fuel~~Note to20 ~~power~~“Acquisitions” ~~equipment~~of ~~and~~the ~~select~~Notes ~~industrial~~to ~~markets.~~Consolidated ~~The~~Financial ~~energy~~Statements ~~and~~(Part ~~industrial~~IV, ~~distribution~~Item ~~end~~15 ~~markets we serve are inclusive~~ of ~~engineering~~this ~~and~~Form ~~construction~~10-K) ~~firms that perform capital and maintenance projects~~ for ~~their~~additional ~~clients~~information. ~~We also provide supply chain and materials management solutions to the same markets where we sell products.~~

~~Our~~Following ~~global~~the ~~product offering includes pipe~~acquisition, ~~manual~~we ~~and~~continue ~~automated~~to ~~valves,~~leverage ~~fittings,~~the ~~flanges,~~existing ~~gaskets,~~brand ~~fasteners~~equity, ~~electrical,~~reputation ~~instrumentation, artificial lift, pumping solutions~~ and ~~modular~~customer ~~process,~~loyalty ~~production,~~of ~~measurement,~~MRC ~~automation~~Global, ~~control~~including ~~equipment,~~its ~~and~~MRCGO™ ~~consumable~~digital ~~maintenance,~~commerce ~~repair~~platform and ~~operating~~established ~~(“MRO”) supplies. We also offer sourcing, procurement, warehouse and inventory management solutions as part of our~~ supply chain and ~~materials~~distribution ~~management offering. We have developed expertise in providing application systems~~leadership, ~~work~~while ~~processes,~~operating ~~parts~~under ~~integration,~~DNOW ~~optimization~~corporate ~~solutions and after-sales support that provide more efficient and productive solutions for our customers~~stewardship.

Our solutions include outsourcing portions or entire functions of our customers’ procurement, warehouse and inventory management, logistics, point of issue technology, project management, business process and performance metrics reporting. These solutions allow us to leverage the infrastructure of our SAP™ Enterprise Resource Planning (“ERP”) system and other technologies to streamline our customers’ purchasing process, from requisition to procurement to payment, by digitally managing workflow, improving approval routing and providing robust reporting functionality.3

We support land and offshore operations for the major oil and gas producing regions through our network of locations. Our key markets include the United States ("U.S."), Canada, the United Kingdom ("UK"), Norway, Australia, the Netherlands, Singapore and the Middle East area with the ability to provide products through an export model to operators with operations in Southeast Asia and West Africa. Products sold through our locations support brownfield and greenfield expansion upstream capital projects, midstream infrastructure and transmission and MRO consumables used in day-to-day production. We provide downstream energy and industrial General

3We are a premier provider of energy and industrial solutions with a legacy of more than 160 years as a leading distributor of PVF, gas products, pumps, fabricated process and production equipment and a wide range of MRO consumables and related products. We operate across diversified sectors of the energy value chain and industrial end-markets, including:

•

~~products~~Upstream: ~~for petroleum refining~~exploration, ~~chemical~~production ~~processing,~~and ~~liquefied~~extraction ~~natural~~of ~~gas~~oil ~~(“LNG”)~~and ~~terminals~~gas, ~~power~~as ~~generation,~~well ~~gas~~as ~~utilities~~the ~~serviced~~use byand adisposal ~~combination~~ of ~~customer~~produced ~~on-site locations and off-site service locations in combination with our digital offerings.~~water

•

~~Our~~Midstream: ~~supplier~~transmission ~~network consists of thousands of vendors in approximately 30 countries. From our operations, we sell to customers operating in approximately 80 countries. The supplies~~ and ~~equipment~~gathering ~~stocked~~infrastructure byfor ~~each~~processing ~~of our locations are customized to meet varied~~ and ~~changing~~transmission ~~local customer demands. The breadth, scale and availability~~ of ~~our product offering enhances our value proposition to our customers~~oil, ~~suppliers~~gas ~~and~~or ~~shareholders.~~water

•

WeGas ~~employ~~Utilities: ~~advanced~~gas ~~information~~utilities ~~technologies,~~(storage ~~including~~and adistribution ~~common ERP platform across most~~ of ~~our~~natural business, to provide complete procurement, warehouse and inventory management and logistics coordination to our customers around the globe. Having a common ERP platform allows immediate visibility into our inventory assets, operations and financials worldwide, enhancing decision making and efficiency. gas)

•

~~U.S.~~Downstream and Industrial: downstream and industrial including crude oil refining, ~~Canada~~petrochemical and ~~International~~chemical ~~Operations~~processing, general industrials, pharmaceutical, mining, water/wastewater treatment, data centers, liquefied natural gas (“LNG”) terminals and renewable natural gas (“RNG”) facilities

~~Demand~~The ~~for~~distribution ~~our~~industry ~~products~~ is ~~driven~~highly ~~primarily~~fragmented, bywith ~~the~~both ~~level~~large ofglobal ~~oil~~participants and ~~gas~~numerous ~~drilling,~~smaller ~~completions,~~regional ~~servicing, production, transmission, refining~~ and ~~petrochemical~~local ~~activities~~competitors. ItAs isa ~~also influenced by the global~~ supply ~~and~~chain ~~demand for energy~~partner, ~~the~~we ~~economy~~deliver invalue ~~general~~by ~~and~~managing ~~geopolitics.~~vendor ~~Several~~networks ~~factors~~and ~~drive spending~~aggregating, ~~such~~stocking asand ~~investment~~distributing ina ~~energy~~broad ~~infrastructure,~~assortment ~~the~~of ~~North~~products ~~American~~from ~~conventional~~numerous ~~and~~manufacturers ~~shale~~near ~~plays,~~customer ~~Organization~~operating oflocations. ~~Petroleum~~Across ~~Exporting~~the ~~Countries~~energy ~~(“OPEC”)~~ and ~~non-OPEC~~industrial ~~supply and investments~~markets, ~~market~~our ~~expectations~~customers ofrely ~~future~~on ~~developments~~our inextensive ~~the oil~~inventory, ~~natural~~product ~~gas,~~expertise ~~liquids,~~and ~~refined~~comprehensive ~~products,~~supply ~~petrochemical,~~chain ~~plant~~solutions ~~maintenance~~for ~~and~~mission-critical ~~other~~process ~~industrial, manufacturing and energy sectors~~applications.

We ~~primarily~~offer ~~have~~an ~~operations~~extensive inportfolio ~~the~~of ~~U.S.~~products, ~~and~~including ~~Canada~~PVF, ~~complemented~~gas ~~with~~products, avalve ~~number~~automation, ofvalve ~~strategic~~modification, ~~international~~gaskets, ~~operations~~fasteners, ~~through~~electrical ~~acquisitions~~components, ~~and~~instrumentation, ~~organic~~artificial ~~investments~~lift, inpumping ~~Australia~~systems, ~~England,~~process ~~Kuwait,~~and ~~the~~production ~~Netherlands~~equipment, ~~Norway~~production measurement technology, ~~Scotland~~maintenance, ~~Singapore~~repair and ~~the~~operating ~~United Arab Emirates~~ (“~~UAE~~MRO”) consumables and a variety of both general and specialty products.

~~Summary~~In the Upstream and Midstream sectors, we provide MRO consumables, safety and original equipment manufacturer (“OEM”) equipment to land drilling rigs, workover rigs and initial offshore drilling rig load-outs. Across upstream production and midstream applications, we serve oil and gas operators with a full suite of ~~Reportable~~steel, ~~Segments~~fiberglass and composite PVF, pumps, process and production equipment, artificial lift, instrumentation and measurement, and safety and personal protective equipment (“PPE”). These offerings support the exploration, production, separation, storage, gathering and transportation of oil and gas, as well as the separation, treatment, storage and transfer of produced water. In the Gas Utilities sector, we provide a wide array of PVF, gas meters, instrumentation and measurement equipment and general products. In the Downstream and Industrial sectors, we provide API valves to the refining, petrochemical, chemical and process industries in a variety of carbon steel, stainless steel, alloys and specialty and critical valve applications. In addition, we provide pipe, fittings and flanges in various metallurgies to meet customer requirements.

WeOur ~~operate~~team ~~through~~of ~~three~~approximately ~~reportable segments: United States (“U.S.”)~~5,300 ~~Canada~~employees ~~and~~supports ~~International.~~customers ~~The~~from ~~segment~~a ~~data~~strategic ~~included~~network ~~in our Management’s Discussion and Analysis~~ of ~~Financial~~approximately ~~Condition~~300 ~~and~~locations. ~~Results~~These oflocations ~~Operations~~utilize ~~(“MD&A”) are presented on~~ a ~~basis~~complementary ~~consistent~~suite ~~with~~of ~~our~~technology, ~~internal~~systems, ~~management~~order ~~reporting.~~and ~~Segment~~fulfillment ~~information~~processes ~~appearing~~and insourcing ~~Note~~and 17procurement ~~“Business~~channels ~~Segments” of the Notes~~ to ~~Consolidated~~provide ~~Financial~~products ~~Statements~~and ~~(Part~~services ~~IV,~~to ~~Item~~a 15variety of ~~this~~customers ~~Form~~operating ~~10-K)~~in isthe ~~also~~energy ~~presented~~and onindustrial ~~this basis~~markets.

We serve both land and offshore operations from a local presence in the United States (“U.S.”), Canada, the United Kingdom (“UK”), Europe, Australia, New Zealand, Singapore and the Middle East, and further extend our reach by exporting to regions such as Southeast Asia, Latin America and West Africa. Our supplies and equipment offerings are tailored to meet the unique demands of local markets and customers' operations.

In addition to supplying products, we provide sourcing, procurement, warehouse and inventory management solutions as part of our supply chain and materials management offering. We have ~~approximately~~developed ~~110~~expertise ~~locations~~ in ~~the~~application Usystems, work processes, parts integration, optimization solutions and after-sales support that provide more efficient and productive solutions for our customers.S. Our solutions include outsourcing portions or entire functions of our customers’ procurement, ~~which~~warehouse ~~are~~and ~~geographically~~inventory ~~positioned~~management, tologistics, ~~best~~point ~~serve~~of ~~the~~issue ~~upstream~~technology, ~~midstream~~project management, ~~downstream~~business process and ~~renewable~~performance ~~energy~~metrics reporting. These solutions allow us to leverage the infrastructure of our Enterprise Resource Planning (“ERP”) systems and ~~industrial~~other ~~markets~~technologies to streamline our customers’ purchasing process, from requisition to procurement to payment, by digitally managing workflow, improving approval routing and providing robust reporting functionality.

WeThrough ~~offer higher value solutions in key product lines in the U.S. which broaden and deepen~~ our ~~customer~~DigitalNOW® ~~relationships~~ and ~~related~~MRCGO™ product line value. Examples of these include pumps, valves and valve actuation, process and production equipment, fluid transfer products, measurement, automation and controls, spoolable and coated steele-~~pipe~~commerce ~~and composite pipe~~platforms, ~~along with many other products required by our~~ customers, ~~which~~can ~~enable~~leverage ~~them~~technology toacross ~~focus~~applications ~~on their core business while we manage varying degrees of their supply chain. We also provide additional value~~ to ~~our~~solve ~~customers~~a ~~through~~wide ~~the~~array ~~engineering, design, construction, assembly, fabrication and optimization~~ of ~~products~~complex ~~and~~operational ~~equipment essential to the safe~~ and ~~efficient~~product ~~production,~~sourcing ~~transportation and processing of oil and gas and produced water~~challenges.

~~Canada~~We operate primarily under the DNOW and MRC Global brands along with several affiliated brands operating in local, regional or international markets which are tied to prior acquisitions. We seek to be the premier solutions provider to the energy and industrial markets by delivering best-in-class service, extensive product breadth, global scale, innovative supply chain solutions and the technical expertise required to support our customers' most complex, multi-site needs. Our critical role in the supply chain, coupled with our broad product and service offerings, global presence, scalable information systems and efficient distribution capabilities, reinforces the long-standing strategic relationships we have built with our customers and supports our continued growth.

We have a network of approximately 40 locations in the Canadian oilfield, predominantly in the oil rich provinces of Alberta, Saskatchewan, and Manitoba. Our Canada segment primarily serves energy exploration, production, mining and drilling businesses, offering customers many of the same products and value-added solutions that we perform in the U.S. In Canada, we also provide training for, and supervise the installation of, jointed and spoolable composite pipe. This product line is supported by inventory, as well as product and installation expertise to serve our customers.4

4Business Strategy

~~International~~As a premier solutions provider, distributor of PVF, gas products, pumps, production and process solutions and other infrastructure and general products and services to diversified upstream, midstream, gas utility, downstream and industrial sectors, our strategy is focused on growth, creating efficiencies, targeted acquisitions and the development of long-term customer relationships. Our strategic objectives are to:

•

Weexecute ~~serve~~ the ~~needs of our international customers from approximately 15 locations outside the U.S. and Canada~~integration, ~~which~~create ~~are~~value ~~strategically located in major oil~~ and ~~gas~~capture ~~development~~synergies ~~areas.~~from ~~Our approach in these markets and~~ the ~~products~~MRC weGlobal ~~offer is similar to our strategy in the U.S. and Canada~~merger, with the addition of the distribution of electrical products in the UK, Australia and international export markets. Our long legacy of operating in select international regions provides a competitive advantage as few of our competitors have a presence in most of the global energy producing areas.

•

Increate ~~the~~value ~~third~~through ~~quarter~~successful ofacquisition ~~2024,~~integrations werecognizing ~~began~~both arevenue ~~plan to restructure operations in the International segment to optimize efficiencies~~ and to improve operating margins. For the year ended December 31, 2024, the Company recognized $9 million in charges, including approximately $6 million of foreign currency translation losses included in impairment and other charges, approximately $2 million of inventory write-downs included in cost ~~of products and $1 million of other exit costs included in warehousing~~synergies, selling and administrative. We could incur additional non-cash foreign currency translation losses as we complete the International restructuring; however, we do not expect the remaining restructuring related liabilities to be material.

•

~~Distribution~~create ~~Industry~~scale ~~Overview~~through targeted mergers and acquisitions primarily in higher margin and higher growth markets,

•

~~The~~generate ~~distribution~~robust ~~industry~~cash isflow ~~highly fragmented, comprised of large companies with global reach~~ and ~~numerous~~opportunistically ~~small,~~return ~~local~~capital ~~and regional competitors. Distribution companies act both as supply stores and supply chain management providers for their customers. Distributors deliver value~~ to ~~their customers by serving as a supply chain partner by managing vendor networks and aggregating~~shareholders, carrying and distributing a wide range of product inventory from numerous vendors in locations close to the end-user. As a distributor to the energy and industrial markets, we offer a wide array of products and supply chain services.

•

Wediversify ~~offer our products, services and supply chain solutions~~ across ~~the~~resilient energy value chain, from onshore and offshore drilling of oil and gas, to the exploration and production of oil and gas, the separation, transfer, and disposal of produced water, to the midstream gathering, processing and transmission of oil, gas, water, natural gas liquids (“NGLs”), LNG, and refined petroleum products, to the downstream refining of oil, and the manufacturing of petrochemicals and specialty chemicals. We provide products and services to the energy evolution and new energy markets driven by the public's desire to reduce greenhouse gas levels and emissions, and to replace higher sources of greenhouse gas emitting forms of energy with lower emitting alternative forms to produce energy. In addition, we provide our products, services and supply chain solutions to non-oil and gas end -markets ~~such as mining and minerals~~, ~~municipal water and wastewater and industrial manufacturing.~~

•

Wesupply ~~provide~~critical ~~drilling~~ products, ~~MRO~~to ~~consumables,~~develop ~~safety~~midstream ~~and~~infrastructure ~~original equipment manufacturer (“OEM”) equipment for land drilling rigs, workover rigs and initial offshore drilling rig load outs. Once rigs are contracted, commissioned and deployed, we seek~~ to ~~replace~~support ~~material~~power ~~and~~demand ~~inventory~~driven ~~consumed~~by ~~during~~data ~~drilling operations. We couple the sale of products with supply chain services in the form of inventory planning~~centers, inventory management and warehouse management. We provide a full suite of process and production equipment, pumps and compressor packages, artificial lift, steel, fiberglass and composite pipe, valves and fittings (“PVF”), instrumentation and measurement, and safety and personal protective equipment (“PPE”) in the exploration, production, separation, storage and gathering of oil and gas, as well as the separation, removal, storage and transfer of produced water.

•

Toinvest ~~minimize~~in ~~carbon~~technology ~~based effluent emissions, we provide vapor recovery~~ systems ~~to capture~~ and transfer gas and volatile organic compounds during the separation and storage of oil, gas and produced water from operating reservoirs. For produced water, we provide fluid movement products which help our customers dispose of produced water in an environmentally safe manner. For oil streams, we provide products that measure the quality and quantity of oil and gas through the separation process and prior to distribution tocenter ~~the~~infrastructure ~~midstream sector. We offer a variety of fluid movement solutions ranging from standard~~ to ~~engineered~~achieve ~~pump~~improved ~~packages~~operational ~~and a wide variety of American Society of Mechanical Engineers (“ASME”) fabricated process and production equipment to remove water and contaminants prior to the midstream transfer of oil~~excellence, NGLs and other refined products within the midstream sector. For gas processing and gas conditioning, we offer a full suite of PVF and ASME coded fabricated process equipment to efficiently and economically process and condition gas for transfer to end markets. Many of the terminals and tank farms used in the midstream space to facilitate the storage and distribution of oil, gas, NGLs, LNG, and other hydrocarbon-based fluids utilize our products. Across many of the process industries where we provide valves, we offer low emission stem packing options to help reduce emissions. We provide PVF, pumps, safety, PPE, supply chain and safety services to the refining, petrochemical, chemical and industrial industries. Our products are consumed from industrial customer’s daily MRO expenditures, customer capital projects in the form of existing plant expansions, new plant facilities, as well as planned and unplanned maintenance of processing units.

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5safely and sustainably increase our efficiency and lower our operating costs to enhance our margins,

•

~~Our~~invest ~~Distribution~~in ~~Channels~~efficient operations,

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Weoptimize offer a diverse range of products across the energy and industrial markets in the U.S., Canada and internationally. There are thousands of manufacturers of the products used in the markets in which we operate and customers demand a high level of service, responsiveness and availability across a broad set of products and vendors. These market dynamics make us an essential element in the value chain for our ~~customers.~~working ~~Our product offering is aligned to meet the needs of our customer base.~~capital,

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~~Energy~~continue ~~Centers~~our reach and expansion of digital interaction with new and existing customers through digital connections and e-commerce,

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Energy centers are brick and mortar supply store operations that are a combination of larger, more regionalized stores known as supercenters with numerous smaller stores located in strategic geographical areas to service customers and maintain superior customer proximity by providing products to multiple upstream, midstream, downstream, industrial and energy transition customers from a single location. These branches serve repeat account and walk-in retail customers. Products are inventoried in branch locations based on local market needs and are delivered or available for pick-up as needed. These branches serve a geographical radius and provide delivery of products and solutions. A number of locations that service ~~these same customers provide a complementary~~ and ~~expanded set of supply chain services in conjunction with the sale of products.~~,

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~~The~~provide ~~distribution~~our ~~channel includes sales and operations professionals trained in the~~ products, ~~applications~~ and ~~customer~~services ~~service required~~ to ~~support~~companies ~~customers~~engaged as they drill, explore, produce, transport and refine oil and gas and other products. The primary product offering includes line pipe, valves, fabrication, valve actuation, fittings and flanges, pumps, OEM equipment, electrical products, mill supplies, tools, safety supplies, PPE, applied products and applications, such as artificial lift systems, coatings and miscellaneous expendable items. We couple the sale of products with supply chain services in ~~the~~energy form of inventory planning, inventory management and warehouse management. Supply chain services can be customized to a customer’s requirements and guided by a strategic framework to reduce direct material expenditures and supply chain costs, improve maintenance productivity, reduce inventory-related working capital, streamline time to revenue and manage the risk of material availability affecting business continuity.transition

~~Process~~We ~~Solutions~~conduct detailed account planning and educate potential customers on the product and service offerings and logistics services we provide. In addition, through digital system integration with our customers and suppliers, we believe transactions can be streamlined and lower the cost of transactions for both parties.

~~Process~~We ~~Solutions~~take ~~has~~ a ~~team~~multi-faceted ofapproach ~~distribution experts, technical professionals and licensed engineers who provide expertise related~~ to ~~pumps,~~expanding ~~compressors,~~existing ~~fluid~~markets ~~movement packages, fabricated liquid~~ and ~~gas~~accessing ~~measurement~~new ~~systems and process and production equipment~~markets. ~~Process~~We ~~Solutions~~seek ~~distributes~~to ~~OEM~~optimize ~~equipment~~our ~~including~~geographic ~~pumps,~~footprint ~~generator~~through ~~sets,~~organic ~~air compressors~~investments, ~~dryers,~~pursue ~~blowers,~~strategic ~~mixers~~acquisitions and ~~valves.~~cultivate ~~Within~~relationships with our ~~process~~existing ~~and production equipment category, we produce~~ customer ~~lease~~base. ~~automatic~~We ~~custody~~develop ~~transfer~~innovative ~~(“LACT”)~~supply ~~units,~~chain ~~Zero2TM~~solutions ~~EcoVaporTM~~that ~~and~~enable ~~Sulfur~~us ~~SentinelTM units~~ to ~~reduce~~consistently ~~greenhouse~~deliver ~~gas~~the ~~emissions.~~high-quality ~~These~~products ~~LACT~~that ~~units~~our ~~are~~customers ~~associated~~require. ~~with~~By ~~routine~~being ~~flaring~~a ~~originating~~consistent ~~from low pressure storage tanks~~ and ~~renewable~~reliable ~~fuels~~supplier ~~such as biogas~~ and ~~landfill~~innovative ~~gas~~solution ~~marketed as RNG facilities~~provider, ~~gas~~we ~~meter~~are ~~runs,~~able ~~ASME~~to ~~code~~maintain ~~vessels in the form of separators, heater treaters, gas conditioning systems, towers, reactors, condensate stabilizers, slug catchers~~ and ~~pressurized~~grow ~~bullet~~our ~~tanks,~~sales ~~pig~~with ~~launchers~~both ~~and~~new ~~receivers~~ and ~~water~~existing ~~transfer and disposal units~~customers. ~~After-market services include rental mobile pumping units, machining and other repair services from a team of field mechanics located throughout the central U.S.~~

~~Process~~We ~~Solutions~~source ~~serves~~from ~~the~~a ~~upstream,~~diverse ~~midstream~~base ~~and~~of ~~downstream~~suppliers ~~oil~~that ~~and~~allows ~~gas~~us ~~markets~~to asstrategically ~~well~~partner aswith the ~~municipal~~largest ~~water,~~manufacturers ~~industrial,~~of ~~mining,~~the ~~power~~products ~~generation~~we ~~and~~distribute ~~general~~while ~~industries.~~simultaneously ~~Process~~providing ~~Solutions also provides modular oil and gas wellsite facility solutions, also known as tank battery solutions, that positively impact~~ our ~~operator~~ customers bywith ~~enabling~~access ~~them~~ to ~~design~~alternative asources ~~modular~~of ~~tank~~supply ~~battery that allows flexibility~~ and ~~scalability~~high-quality ~~for~~products ~~current~~across ~~and future production, while expediting revenue generation by reducing~~ the ~~time~~entire tospectrum ~~complete~~of atheir ~~tank~~product ~~battery and getting oil and gas into the pipeline earlier~~needs. ~~This~~We ~~solution~~continually ~~saves~~evaluate, ~~our~~broaden ~~customers time~~ and ~~expense~~optimize related to well hookup and tank battery commissioning and reduces field incident exposures due to a reduced labor requirement for facility construction. Our EcoVaporTM branded vapor recovery systems provide our ~~customers~~product ~~the ability to reduce their scope 1 emissions by enabling customers to retain~~ and ~~sell~~service ~~residual~~offerings ~~flash gas commonly found in storage tanks resulting in reduced flaring~~ and asupplier ~~decrease in greenhouse gas emissions~~base.

6Sales and Marketing

~~Customers~~We distribute our products to a variety of end-users by leveraging a broad inventory offering and distribution network that allows us to serve large customers with consistent, high-quality service that is unrivaled in our industry. Local relationships, depth and availability of inventory, responsive service and timely delivery are critical to the sales process in the energy and industrial distribution industry. Our sales efforts are customer and product driven and provide a system that is more responsive to changing customer and product needs than a traditional, fully centralized structure.

Our ~~primary~~sales ~~customers~~model ~~are~~applies ~~companies~~a ~~active~~two-pronged inapproach ~~the~~to ~~upstream~~address regional, ~~midstream~~national and ~~downstream~~global ~~sectors~~customers. ofRegional ~~the~~sales ~~energy~~teams ~~industry,~~are ~~including~~based ~~drilling~~in ~~contractors,~~our ~~well~~core ~~servicing~~geographic ~~companies,~~regions ~~independent~~ and ~~national~~are ~~oil~~complemented ~~and~~by ~~gas~~a ~~companies,~~global ~~midstream~~accounts ~~operators,~~sales ~~refineries,~~team ~~petrochemical,~~organized ~~chemical,~~by ~~utilities,~~sector ~~RNG~~or ~~facilities~~product expertise and ~~other~~focused ~~downstream~~on ~~energy~~large ~~processors.~~regional, Wenational ~~also~~or ~~serve~~global acustomers. ~~diverse~~These ~~range~~sales ofteams ~~industrial~~are ~~and~~supported ~~manufacturing~~by ~~companies~~groups ~~across a broad spectrum of industries and end markets. We partner~~ with ~~our~~additional ~~customers~~specific toservice ~~continually meet~~ or ~~exceed~~product ~~their~~expertise, ~~expectations~~including ~~and~~integrated ~~add value as a~~ supply chain ~~partner~~solutions, invalves, ~~the~~valve ~~locations~~automation ~~where~~and ~~they~~modification, ~~operate.~~pumps, ~~Our~~compressors, ~~products~~fabricated ~~provide~~equipment, anelectrical ~~essential~~products, ~~need~~engineering, toprocurement ~~our~~and ~~customers’~~construction ~~operations~~projects, ~~yet~~corrosion ~~represent~~resistant ~~only~~products, apipe, ~~small~~measurement ~~fraction~~equipment ofand ~~their total project or facility cost~~implementation. AsOur asales ~~result,~~force ~~our~~is ~~customers~~further ~~seek~~focused ~~suppliers~~on ~~with~~outside ~~established qualifications~~ and aninside ~~operational~~sales ~~history to deliver high quality and reliable products that meet their requirements in a timely manner~~forces.

AsOur ~~customers~~outside ~~increasingly~~sales ~~aggregate~~force, ~~purchases~~comprising toaccount ~~improve~~managers ~~efficiency~~ and ~~reduce~~external ~~costs~~sales representatives, ~~they~~develop ~~partner~~relationships with ~~large~~prospective ~~distributors~~and ~~who~~existing ~~can~~customers ~~meet~~to better understand their needs ~~for~~and ~~products~~to inincrease ~~multiple~~the ~~locations~~number ~~around~~of the ~~world. Customers can procure~~ products ~~through~~specified ~~our direct branch model~~ or ~~through~~approved ~~our~~by ~~digital~~a ~~e-commerce~~given ~~channels,~~customer. ~~such~~Outside assales ~~https://shop.dnow.com,~~representatives ~~and~~may ~~our~~be ~~mobile~~branch-based ~~application~~focusing on ~~smart~~customer ~~devices.~~relationships ~~We believe we could benefit from consolidation among our customers, particularly~~ in ~~the~~specific ~~U.S. and Canada where we have a broad footprint~~geographies, asor ~~the~~technical ~~resulting companies seek quality-focused global distributors as their source for products and related solutions.~~

~~The Company had one customer in the U.S. segment that represented approximately 10% of total revenues.~~5

~~Competition~~outside sales representatives, who focus on specific products and provide detailed technical support to customers. Our pumps and process solutions sales are supported by a large number of application and sales engineers who possess technical aptitude to assist customers in the sales, application and service process. Internationally, for valve sales, our sales force is comprised of qualified engineers who are able to meet complex customer requirements, recommend optimal solutions from a range of products to increase customers’ efficiency and lower total product lifecycle costs.

~~The~~Our ~~distribution~~inside ~~companies~~sales ~~serving~~force ~~the~~of ~~energy~~customer ~~and~~service ~~industrial~~representatives ~~end markets are both numerous and competitive. This industry~~ is ~~highly~~responsible ~~fragmented,~~for ~~comprised~~processing oforders ~~large~~that ~~distributors,~~new ~~each with many locations~~ and ~~with~~existing ~~online~~customers ~~e-commerce~~generate ~~sites,~~as ~~who~~well ~~aggregate~~as ~~and~~orders ~~distribute~~that ~~several~~our ~~product~~outside ~~lines,~~sales ~~and~~force ~~includes~~generates. ~~numerous~~The ~~smaller~~customer ~~regional~~service ~~and~~representatives ~~local~~develop ~~companies,~~order ~~many~~packages ofbased ~~which~~on ~~operate~~specific ~~from~~customer aneeds, ~~single~~interface ~~location~~with ~~and~~manufacturers ~~either~~to ~~aggregate~~determine ~~and distribute several~~ product ~~lines~~availability, orensure ~~focus~~ on-time adelivery ~~single~~and ~~product~~establish ~~line.~~pricing ~~While~~of ~~some~~materials ~~large~~and ~~distributors~~services ~~compete~~based ~~in both markets, most companies focus~~ on ~~either~~guidelines ~~the~~and ~~energy~~predetermined ormetrics ~~industrial~~established ~~end~~by ~~market~~management. ~~Some of our suppliers also sell directly to end-users.~~

Seasonal Nature of the Company’s BusinessOperations

AOur ~~portion~~distribution ofnetwork ~~our~~extends ~~business~~throughout ~~has~~the ~~experienced~~world ~~seasonal~~with ~~trends~~a presence in major oil and natural gas providing regions in the U.S., Canada, Europe, Asia, Australia and the Middle East. Many of these locations are strategically located to ~~some~~service ~~degree~~oil and gas and midstream operators, ~~which~~gas ~~have~~utilities ~~varied~~and byindustrial ~~geographic~~customers. ~~region~~We service Africa, Central and South America and other regions on an export basis. InOur ~~the~~business operates under three geographical operating segments: U.S., ~~activity~~Canada ~~has~~and ~~historically~~International. ~~been~~These ~~higher~~segments ~~during~~represent ~~the~~our ~~summer~~business of providing PVF, gas products, pumps, production and ~~fall~~process ~~months~~solutions and other infrastructure and general products and services to the sectors that we serve. InFinancial ~~Canada,~~information ~~E&P~~regarding ~~activities~~our ~~have~~reportable ~~declined~~segments appears in ~~the~~our ~~spring~~Management’s ~~due~~Discussion toand ~~seasonal~~Analysis ~~thaws~~of Financial Condition and ~~regulatory~~Results ~~restrictions~~of ~~limiting~~Operations ~~the~~(“MD&A”) ~~ability~~(Part II, Item 7 of ~~drilling~~this ~~rigs~~Form 10-K) and ~~transportation~~in Note 16 “Business Segments” of the Notes to ~~operate~~the ~~effectively~~Consolidated ~~and~~Financial ~~safely~~Statements ~~during~~(Part ~~these~~IV, ~~periods~~Item 15 of this Form 10-K).

~~Human~~Our ~~Capital~~distribution ~~Resources~~network operates as a multi-region centralized logistics system, where products are managed through central regional distribution centers (“RDCs”) and super centers, that are then distributed to branch locations. Inventory at each site is optimized to maximize efficiency, minimize material handling and excess freight expense and ensure rapid accessibility in alignment with local market demand. In addition to product sales, we offer integrated and complementary supply chain solutions. Our network is designed to scale and adapt to evolving market conditions.

At December 31, 2024, we had approximately 2,575 employees, of which approximately 180 were temporary employees. We offer market-competitive benefits for employees and opportunities for growth and advancement. We place a strong emphasis on employee growth and development and provide opportunities for valued contribution and innovation. Our ethos determines how we act and interact, what we value, what we tolerate, how we treat one another, our customers and communities and the drive to continue to surpass expectations.Products

~~Training~~We ~~and~~provide ~~Development~~a ~~Programs~~wide range of products across multiple end markets including:

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~~The~~Valves, ~~acquired~~Automation, ~~skills~~Measurement and Instrumentation. Our product offering includes ball, ~~knowledge~~butterfly, gate, globe, check, diaphragm, needle and ~~capabilities~~plug ofvalves, ~~our~~which ~~people~~are manufactured from cast steel, stainless/alloy steel, forged steel, carbon steel or cast and ductile iron. Valves are ~~central~~generally used in energy and industrial applications to ~~our~~control ~~success.~~direction, Tovelocity ~~maintain~~and pressure of fluids and ~~acquire~~gases ~~talented~~within ~~employees~~processing infacilities ~~the~~and ~~marketplace~~transmission networks. Other products include lined corrosion resistant piping systems, wecontrol ~~invest~~valves, invalve ~~employee~~automation ~~development~~and ~~programs~~top ~~that~~work ~~incorporate~~components ~~training~~used ~~courses~~for regulating flow and ~~programs~~on/off service, ~~including~~measurement products and a ~~growing~~wide ~~online~~range ~~learning~~of ~~platform~~steam and instrumentation products. In addition, ~~which~~we ~~provides~~offer ~~our~~a ~~employees~~full anrange ~~opportunity~~of ~~for~~valve ~~professional~~modification ~~development~~services to meet customer requirements including valve control extensions, welding, hydrotesting, painting, coating, x-raying and actuation assembly. We also offer low emission stem packing options to help reduce fugitive emissions.

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WePipe. ~~recognize~~Customers ~~that~~typically ~~the~~use ~~advancement~~carbon line pipe in high-yield, high-stress and ~~empowerment~~abrasive ofapplications ~~our~~such ~~workforce~~as ~~drives~~the agathering ~~better~~and ~~quality~~transmission of ~~work~~oil, ~~and~~natural ~~life~~gas ~~for~~and ~~our~~natural ~~employees,~~gas ~~ultimately~~liquids ~~resulting~~(“NGLs”). inWe ~~the~~provide ~~delivery~~steel ofdownhole ~~exceptional~~tubing ~~service~~for toworkover ~~our~~rigs ~~customers.~~that Asprovide ~~such~~well maintenance, wefiberglass ~~have~~and ~~designed~~composite apipe ~~wide~~in ~~range~~applications ofthat ~~professional~~are ~~and~~highly ~~leadership~~corrosive ~~development~~to ~~programs~~steel ~~focused~~products onand ~~helping~~process ~~our~~steel ~~employees~~pipe ~~reach~~to ~~their~~downstream ~~career~~and ~~goals~~industrial companies.

•

~~Recognizing~~Gas ~~Employees~~Products. Natural gas distribution products include risers, meters, polyethylene pipe and fittings and various other components and industrial supplies used primarily in the distribution of natural gas to residential and commercial customers.

•

~~Recognition~~Pumps, ofProduction ~~individual achievements~~ and ~~contributions~~Process ~~is an important part of our culture~~Solutions. Our ~~Customer~~product ~~Priority~~offering ~~One~~includes ~~program~~process ~~encourages customers, peers~~ and ~~leaders~~production tofabricated ~~recognize our employees~~equipment, ~~customers~~pump orand ~~vendors~~rotating ~~who~~equipment, ~~exemplify~~horizontal ~~the~~pump ~~Company’s~~solutions ~~commitment to customer service to cultivate a culture of inspiring one another to be their best. We award Milestone Service Awards to employees~~ for ~~their~~fluid ~~years~~movement ~~of service~~ and ~~dedication~~EcoVaporTM ~~of time to our Company, which recognize employees at each five-year service anniversary~~products.

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7Fittings, Flanges and Other Connectors. Fitting, flanges and other connectors include metal (e.g. carbon or stainless steel) and composite (e.g. fiberglass) fittings and flanges, and piping components used primarily to connect piping and valve systems for the transmission of various liquids and gases.

•

~~Workforce~~General ~~Diversity~~Products. General products include oilfield supplies and ~~Inclusion~~other industrial products such as mill, tool, safety and electrical supplies. We offer a comprehensive range of oilfield and industrial supplies and completion equipment, including high density polyethylene pipe, fittings and rods. Additionally, we can supply a wide range of specialized production equipment including tanks and separators.

We believe that a diverse and inclusive workplace is a key driver of innovation, creativity and overall success. We are committed to advancing an inclusive environment where diversity is appreciated and encouraged and all employees have a sense of belonging throughout our organization. We recognize the opportunity to drive diversity in our workforce through talent acquisition and retention because we know that one of our greatest strengths is the diverse perspectives of our team members. We appreciate that having a team with a broad range of experience, cultural characteristics and varying perspectives fortifies our brand. Our efforts are rooted in the belief that every individual, regardless of their background, should have the opportunity to thrive and contribute to our shared goals. We recognize that embracing diversity means respecting and valuing the unique perspectives, experiences, and talents that each team member brings to our organization. We believe in advocating for diversity within our workforce by employing women and men of varying cultures, nationalities and backgrounds to work together to achieve a common goal. 6

ToWe ~~find the best employees~~fabricate, weassemble ~~must~~and ~~have~~test acustomer ~~diverse~~lease ~~pipeline~~automatic ofcustody ~~talent.~~transfer We(“LACT”) ~~commit~~units, togas ~~advancing~~meter anruns, ~~inclusive~~ASME ~~environment~~code ~~where~~vessels ~~diversity~~in isthe ~~encouraged.~~form Weof ~~create~~separators, aheater ~~culture~~treaters, ~~where~~gas ~~all~~conditioning ~~employees~~systems, ~~can~~towers, ~~strive~~reactors, tocondensate ~~be their best~~stabilizers, toslug ~~achieve~~catchers ~~company goals~~ and topressurized ~~deliver~~bullet ~~superior~~tanks, ~~service~~pig tolaunchers ~~our~~and ~~customers.~~receivers Asand ofwater ~~December~~transfer ~~31,~~and ~~2024,~~disposal ~~our~~units ~~U.S.~~as ~~workforce~~part ~~was comprised~~ of ~~approximately~~our ~~25%~~pumps, ~~female~~production and ~~approximately~~process ~~33%~~solutions ~~racial minorities~~products.

We ~~recognize~~also provide modular oil and gas wellsite facility solutions, also known as tank battery solutions, that wepositively ~~are~~impact anour ~~integral~~operator ~~part~~customers ofby ~~the~~enabling ~~communities~~them into ~~which~~design wea ~~operate.~~modular Bytank ~~directly~~battery ~~engaging~~that ~~people~~allows inflexibility ~~the~~and ~~communities~~scalability wefor ~~serve~~current and future production, wewhile ~~create~~expediting arevenue ~~transparent~~generation ~~dialogue~~by toreducing ~~try~~the time to ~~listen~~complete a tank battery and ~~learn~~getting ~~from~~oil ~~alternative~~and ~~views~~gas ininto ~~how~~the wepipeline ~~conduct~~earlier. This solution saves our ~~business~~customers time and expense related to well hookup and tank battery commissioning and reduces field incident exposures due to a reduced labor requirement for facility construction.

~~Workforce~~Our ~~Health~~EcoVaporTM branded vapor recovery systems, such as our ZerO2TM and ~~Safety~~Sulfur SentinelTM units, help eliminate routine flaring, minimize emissions and purify natural gas streams to maximize the productivity of oil and gas facilities, midstream and saltwater disposal operations, biogas and landfill gas operation. Operators directly benefit through the reduction of their scope 1 emissions by enabling customers to retain and sell residual flash gas commonly found in storage tanks resulting in reduced flaring and a decrease in greenhouse gas emissions. These vapor recovery systems capture and transfer volatile organic compounds during oil, gas and produced water storage, reducing carbon emissions. Additionally, our EcoVaporTM products provide RNG customers with gas treatment and gas drying solutions enabling the RNG operators the ability to sell their gas after treatment to the midstream gas operator.

~~Safety~~For isproduced atwater, ~~the~~we ~~center~~provide offluid ~~our~~movement ~~actions.~~products Wewhich ~~act~~help ~~with~~our ~~high~~customers ~~priority~~dispose onof ~~health~~produced ~~and~~water ~~safety~~ in ~~our~~an ~~workplace~~environmentally ~~and~~safe inmanner. ~~the~~For ~~communities~~oil ~~where~~streams, we ~~operate.~~provide ~~Our~~products ~~safety~~that ~~culture~~measure isthe ~~driven~~quality byand ~~our~~quantity ~~health,~~of ~~safety~~oil and ~~environment~~gas ~~(“HSE”)~~through ~~training~~the ~~catalog~~separation process and ~~through~~prior ~~our~~to ~~HSE~~distribution ~~management~~to ~~system~~the ~~beginning~~midstream ~~with~~sector. ~~our~~We ~~HSE~~offer ~~Policy~~a ~~Statement,~~variety ~~which~~of ~~sets~~fluid ~~the~~movement ~~tone~~solutions ~~for~~ranging ~~our~~from ~~company’s~~standard ~~commitment~~ to ~~safety.~~engineered Apump ~~one-page,~~packages ~~top-level~~and ~~document,~~a ~~expressly~~wide ~~approved~~variety byof ~~our~~ASME ~~senior~~fabricated ~~management~~process ~~team,~~and ~~the~~production ~~HSE~~equipment ~~Policy~~to ~~Statement~~remove ~~outlines~~water ~~our~~and ~~expectations~~contaminants ~~for~~prior ~~all~~to ~~employees,~~the ~~vendors,~~midstream ~~customers,~~transfer ~~contractors~~of oil, ~~subcontractors~~NGLs and ~~third~~other ~~parties.~~refined ~~This~~products ~~HSE~~within ~~Policy~~the ~~Statement,~~midstream ~~combined~~sector. ~~with~~For ~~our~~gas ~~HSE~~processing ~~guiding~~and ~~principles~~gas conditioning, ~~corporate~~we ~~policies~~offer ~~and~~a ~~procedures~~full suite of PVF and ~~our~~ASME ~~business~~coded ~~level~~fabricated ~~HSE~~process ~~policies~~equipment to efficiently and ~~procedures,~~economically ~~makes~~process upand ~~our~~condition ~~management~~gas ~~system,~~for ~~which~~transfer isto ~~overseen~~end ~~both~~markets. ~~with~~Our ~~corporate~~products ~~supervision~~are widely employed at terminals and ~~field~~tank ~~level~~farms ~~management~~within the midstream end-market to ~~ensure~~support ~~emphasis~~the isstorage ~~consistent~~and ondistribution ~~proper~~of oil, gas, NGLs, LNG and ~~safe~~other ~~behaviors~~hydrocarbon-based fluids.

~~Sustainability~~The products we distribute are used in the construction, maintenance, repair and overhaul of equipment used in extreme operating conditions such as high pressure, high/low temperatures and highly corrosive and abrasive environments. We strive to provide significant amounts of inventory to meet the rapid delivery, often same day, requirements of our customers. The breadth and depth of our product and service offerings and our extensive global presence allow us to provide high levels of service to our customers. Due to our broad inventory coverage, we are able to fulfill more orders faster, including those with lower volume and specialty items, than if we operated on a smaller scale or only at a local or regional level.

We can assist in reducing emissions of greenhouse gases in our operations by creating a more efficient supply chain. An efficient supply chain can help reduce the carbon footprint of deliveries to our supercenters and branches and ultimately to our customers. Use of our regional supercenters allow us to aggregate products across multiple suppliers and customers, which, in turn, prevents each customer from separately creating duplicative supply chains that require fuel for deliveries and resources to manage. Many of the products we distribute are used by our customers to aid their efforts to reduce their greenhouse gas emissions. We continually seek opportunities to expand our portfolio of products we offer to customers to aid in reducing their scope 1 emissions. We offer our customers a variety of scope 1 emission reducing products like sealless pumps and industrial air compressors that are used to replace methane gas pneumatic systems with compressed air pneumatic systems. In addition, we offer an expanding suite of emissions reduction technology through our EcoVapor branded product line that reduces the venting and flaring of greenhouse gas, targeting the oil and gas and the growing RNG markets.Services

~~As a distributor, we perform minimal manufacturing operations.~~ We doprovide not utilize large amounts of water. Our energy inputs are primarily electricity for lighting, heating and office and warehouse equipment, natural gas for heating and gasoline for company sales and delivery vehicles. We strive to make our ~~operations~~customers ~~more~~with ~~efficient,~~a ~~and~~comprehensive inarray ~~turn try to work to reduce use~~ of ~~these~~services ~~resources~~which ~~and~~result ~~resulting~~in ~~emissions.~~deeply Weintegrated ~~have~~customer ~~recycling programs to try and reduce waste from used cardboard~~relationships, ~~office~~such ~~paper~~as ~~and other recyclables. However, recycling programs are sometimes limited by~~ the ~~unavailability of users, haulers or purchasers for recyclable materials at reasonable costs.~~ following:

We•inventory ~~are~~planning•warehouse amanagement•integrated ~~distributor~~supply•product ofquality ~~products~~programs•manufacturer ~~that~~assessments•multiple ~~contain~~daily ~~and~~deliveries•volume ~~control~~purchasing•truck ~~the~~stocking•technical ~~movement of gases and fluids~~ support•training•just-in-time andelivery•on-site ~~efficient~~commissioning ~~and~~•after-market ~~sustainable~~field ~~manner.~~repair•after-market ~~The~~rental ~~products~~mobile wepumping ~~sell~~units•inventory ~~are~~and ~~designed~~zone bystore ~~the~~management ~~manufacturers of those products to prevent~~ and ~~minimize~~warehousing•order ~~accidental leaks of hydrocarbons. Additionally, we offer~~ consolidation•product ~~lines~~tagging ~~that~~and ~~further~~system ~~aid~~interfaces intailored the mitigation of environmental impact. Examples of such products include: domestically produced goods; low emission rated valves; steel piping products produced from recycled scrap; glass reinforced epoxy piping systems; vapor recovery units that capture volatile organic compounds in an effort to ~~limit~~customer•supplier ~~and~~specifications ~~reduce~~for ~~emissions~~tracking ~~to the atmosphere; produced water transfer~~ and ~~water~~replenishing ~~injection~~inventory•engineering ~~packages that dispose~~ of ~~produced~~control ~~water~~packages•valve ininspection ~~an environmentally safe manner;~~ and ~~pipe~~repair•product ~~produced using wind power~~expediting, ~~recycled~~tracking ~~water~~ and ~~wood~~tracing•documentation ~~pellet~~services, ~~inputs.~~including ~~Additional~~material ~~examples~~test ofrecords, ~~products~~assembly wedrawings ~~offer~~and ~~our~~data ~~customers~~sheets•pressure ~~to help reduce their scope 1 emissions may be found in our annual sustainability report.~~testing

8Our self-service portal and system interfaces facilitate digital transaction exchange between our customers’ and our proprietary IT systems. This allows us to interface with our customers’ IT systems with cross-referenced part numbers, customized pricing and business to business processes, streamlining the order to cash process making it easier and more efficient to purchase our products. Such services strengthen our position with customers as we become more integrated into their supply chain, and we are able to market a “total transaction value” solution rather than individual products.

~~Environmental~~We ~~Matters~~continue to invest in and expand our comprehensive IT systems. In the U.S., Canada and International, we operate several ERP systems. These systems provide for customer and supplier digital integrations optimizing business to business processes,

We are subject to a variety of federal, state, local, foreign and provincial environmental, health and safety laws, regulations and permitting requirements, including those governing the discharge of pollutants or hazardous substances into the air, soil or water, the generation, handling, use, management, storage and disposal of, or exposure to, hazardous substances and wastes, the responsibility to investigate, remediate, monitor and clean up contamination and occupational health and safety. Fines and penalties may be imposed for non-compliance with applicable environmental, health and safety requirements and the failure to have or to comply with the terms and conditions of required permits. Historically, the costs to comply with environmental and health and safety requirements have not been material to our financial position, results of operations or cash flows. We are not aware of any pending environmental compliance or remediation matters that, in the opinion of management, are reasonably likely to have a material effect on our business, financial position or results of operations or cash flows.7

~~Available~~information ~~Information~~exchange and e-commerce applications, including our DigitalNOW® and MRCGO™ platforms. Our highly specialized operational effectiveness and implementation group focuses on the integration of our information systems and implementation of improved business processes with customers during the initiation and technology cycle adoption phases. By maintaining a specialized team, we are able to utilize best practices to implement our technology systems and processes, thereby providing solutions to customers in a more organized, efficient and effective manner. This approach is valuable to large, multi-location customers who have demanding service requirements.

~~Our~~As ~~website~~major ~~address~~gas isutilities ~~www.dnow.com.~~and ~~The~~integrated ~~information~~and ~~found~~large onindependent ~~our~~energy ~~website~~companies ishave ~~not~~implemented ~~part~~efficiency ofinitiatives ~~this~~to orfocus ~~any~~on ~~other~~their ~~report~~core ~~we file with~~business, ormany ~~furnish~~of ~~to,~~these ~~the~~companies ~~SEC~~have ~~and~~evolved istheir ~~expressly~~supply ~~not~~chain ~~incorporated~~model by ~~reference~~integrating ~~into~~external ~~this~~solutions ~~document.~~for ~~Our~~procurement ~~Annual~~and ~~Reports~~inventory onmanagement. ~~Form~~In ~~10-K,~~response ~~Quarterly~~to ~~Reports~~these oninitiatives ~~Form~~and ~~10-Q,~~to ~~Current~~satisfy ~~Reports~~customer onservice ~~Form 8-K~~requirements, ~~proxy~~we ~~statements~~offer ~~and~~integrated ~~any~~supply ~~amendments~~services to ~~these~~customers ~~reports~~who ~~filed~~wish ~~or furnished pursuant~~ to ~~Section~~outsource ~~13(a)~~all or ~~15(d)~~a part of the ~~Securities~~administrative ~~Exchange~~burden ~~Act~~associated ofwith ~~1934~~sourcing ~~are~~and ~~available~~managing onPVF ~~our~~and ~~website,~~other ~~free~~products. ofIn ~~charge~~integrated supply relationships, aswe ~~soon~~offer aselectronic ~~reasonably~~catalog ~~practicable~~service ~~after~~through ~~such~~DigitalNOW® ~~reports~~and ~~are~~MRCGO™ ~~filed~~and ~~with,~~often orhave ~~furnished~~employees ~~to,~~on-site ~~the~~full-time ~~SEC~~at many customer locations. ~~Alternatively~~Our supply chain solutions integrated supply group offers procurement-related services, ~~you~~physical ~~may~~warehousing ~~access~~services, ~~these~~product ~~reports~~quality atassurance ~~the~~and ~~SEC’s~~inventory ~~website~~ownership atand ~~www~~analysis services.~~sec.gov.~~

9Our valve engineering centers design and construct assemblies that combine actuators with the valves we sell. We also have a valve engineering and modification center in La Porte, Texas that modifies valves for customer requirements, weld segments of pipe to the intake/outtake openings of large pipeline valves, add extensions to the valve controls while installing actuators to the valve, hydrotest the valves, paint or coat the valves, x-ray the welds and deliver complete valve/actuation assemblies to our customers for field installations. We have a FastTrack™ service that we provide customers, whereby we supply specified classes of actuated valves in short delivery windows.

~~ITEM~~For 1Aour pumps, production and process solutions products, we have a team of distribution experts, technical professionals and licensed engineers who provide expertise and field repair services related to pumps, compressors, fluid movement packages, fabricated liquid and gas measurement systems and process and production equipment. ~~RISK~~ ~~FACTORS~~We distribute OEM equipment including pumps, generator sets, air compressors, dryers, blowers, mixers and valves. We produce customer LACT units, Zero2TM, EcoVaporTM and Sulfur SentinelTM units to reduce greenhouse gas emissions.

~~You~~We ~~should~~provide ~~carefully~~a ~~consider~~variety ~~each~~ of ~~the~~field ~~following~~services ~~risks in addition~~ to ~~all~~customers ~~other~~who ~~information~~lease ~~contained~~from ~~or incorporated herein. These risks relate principally to~~ our ~~business~~fleet ~~and~~of ~~the~~Flex ~~industry~~Flow, inTrojan ~~which~~Rentals ~~we operate or to the securities markets generally~~ and ~~ownership~~EcoVaporTM ofbranded ~~our common stock. Our business~~pumps, ~~prospects,~~automation ~~financial condition, results of operations or cash flows could be materially~~ and ~~adversely~~process ~~affected~~units bydeployed ~~any~~to ofvarious ~~these~~process ~~risks,~~applications ~~and,~~across as a ~~result,~~variety ~~the trading price~~ of ~~our common stock could decline~~sectors. This information should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A, Quantitative and Qualitative Disclosures about Market Risk and the consolidated financial statements and related notes included in this Form 10-K.

Risks Relating to Our BusinessCustomers

~~Decreased~~Our ~~capital~~principal ~~and~~customers ~~other~~are ~~expenditures~~companies active in the upstream, midstream, gas utilities and downstream and industrial sectors of the energy industry,. ~~which~~We ~~can~~serve ~~result~~customers ~~from~~across ~~decreased~~the ~~oil~~energy value chain in all aspects including onshore and ~~natural~~offshore contractors, independent and national oil and gas ~~prices~~companies, ~~among~~midstream ~~other~~gathering ~~things~~and processing operators, ~~can~~refineries, ~~adversely~~petrochemical, ~~impact~~chemical, ~~our~~utilities, LNG, RNG facilities and other downstream energy processors. We also serve energy customers’ ~~demand~~involved ~~for~~in the separation, transfer and disposal of produced water as well as energy transition such as carbon capture, utilization and storage (“CCUS”), direct air capture (“DAC”) and offshore wind. In addition, we provide our products, services and ~~our~~supply ~~revenue~~chain solutions to non-oil and gas end markets such as power generation, data centers, mining and minerals, municipal water and wastewater and industrial manufacturing.

ADue ~~large~~to ~~portion of our revenue depends upon~~ the ~~level~~demanding ~~of capital and~~ operating ~~expenditures~~conditions in ~~the~~these ~~oil and natural gas industry~~sectors, ~~including~~high ~~capital~~costs and ~~other~~safety ~~expenditures~~risks inassociated ~~connection~~ with ~~exploration,~~equipment ~~drilling~~failure, ~~production,~~customers ~~gathering,~~prioritize ~~transportation,~~highly ~~refining~~reliable ~~and processing operations. Demand for the~~ products weand ~~distribute~~vendors iswith ~~particularly~~established ~~sensitive to the level of exploration~~qualifications, ~~development~~reputation and ~~production~~experience. ~~activity~~As ~~of,~~our ~~and~~PVF ~~the~~products ~~corresponding~~typically ~~capital~~are ~~and~~mission ~~other~~critical ~~expenditures~~and ~~by,~~represent ~~oil~~a ~~and~~fraction ~~natural~~of ~~gas~~the ~~companies.~~total Incost ~~addition,~~of ~~after~~ a ~~well~~given ~~is drilled~~project, ~~there~~our ~~can~~customers beoften place a ~~lag~~premium ~~between~~on ~~when~~service ~~the well is drilled~~ and ~~when~~high itreliability isgiven ~~completed, which causes a delay in~~ the ~~demand~~high ~~for~~cost ~~some~~ of ~~our~~maintenance ~~products.~~or ~~Oil~~project ~~and~~delays. ~~natural~~We ~~gas~~strive ~~prices~~to ~~have~~build ~~been~~long-term ~~extremely~~relationships ~~volatile~~with ~~since~~our ~~2014.~~customers ~~Continued~~by ~~volatility~~maintaining ~~and~~our ~~weakness~~reputation inas ~~oil~~a orsupplier ~~natural gas prices could depress levels~~ of ~~exploration~~high-quality, ~~development~~reliable ~~and~~products ~~production activity~~ and, ~~therefore,~~value-added ~~could~~services ~~lead to a decrease in our customers’ capital~~ and ~~other expenditures~~solutions.

TheDigital willingnessCustomer of oil and gas operators to make capital and operating expenditures to explore for and produce oil and natural gas and the willingness of oilfield service companies to invest in capital and operating equipment will continue to be influenced by numerous factors over which we have no control, including:Services

~~the~~We ~~ability~~invest in IT systems and branch infrastructure to achieve improved operational excellence and customer service. Our operational excellence program leverages systematic and standardized business processes to deliver top-tier safety performance, a consistent customer experience. Our digital transformation strategy is a key component of operational excellence and is designed to further differentiate our product and service offerings, with the ~~members~~objective of ~~the~~maintaining ~~OPEC~~and growing our business with new and ~~certain~~existing ~~non-OPEC~~customers. ~~countries~~We continue to develop our digital commerce platforms DigitalNOW® and MRCGO™, which provide our customers the ability to ~~maintain~~shop ~~price~~for ~~stability~~material, ~~through~~track ~~voluntary~~and ~~production~~expedite ~~limits~~orders, research payment options, search for documents and receive support from representatives. Through these platforms we are able to enhance the ~~level~~customer experience through a broad array of ~~production~~customized digital services while simultaneously lowering our operating costs by ~~other~~centralizing ~~non-OPEC~~customer ~~countries~~service resources, ~~such~~expanding ascustomer self-service capabilities and routing a greater volume of our business through the ~~United~~RDC ~~States~~and super center fulfillment model. Where practical and cost effective, we deliver directly from our RDCs and ~~worldwide~~super ~~demand~~centers ~~for~~to ~~oil~~the customer delivery location, supporting our efforts to consolidate inventory and ~~gas;~~increase working capital efficiency. We employ advanced information technologies, including ERP

~~the level of production from known reserves;~~8

business technology platforms, to provide complete procurement, warehouse and inventory management and logistics coordination to our customers around the ~~cost~~world. ofHaving ~~exploring~~ERP ~~for~~business technology platforms allow immediate visibility into our inventory assets, operations and ~~producing~~financials ~~oil~~worldwide, which is intended to enhance decision making and ~~gas;~~efficiency.

limits on access to capital and investor demands for capital discipline;Suppliers

We source our products from a global network of thousands of suppliers. Our suppliers benefit from access to our large, diversified customer base and by consolidating customer orders allowing for manufacturing efficiencies. We benefit from stronger purchasing power and preferred vendor programs. We are the ~~level~~largest customer for many of ~~drilling~~our ~~activity~~suppliers, and ~~drilling~~we ~~rig~~source ~~day~~the ~~rates;~~majority of the products we distribute directly from the manufacturer. The remainder of the products we distribute are sourced from manufacturer representatives, trading companies and, in some instances, other distributors.

~~worldwide~~Our ~~economic~~customers ~~activity;~~and suppliers recognize us as an industry leader in part due to the quality of products we supply and for the formal processes we use to evaluate vendor performance. This vendor assessment process involves employing individuals who specialize in conducting on-site assessments of our manufacturers and their processes as well as monitoring and evaluating the quality of goods produced. These assessments are aimed at product quality assurance, including all aspects of the manufacturing processes, steel, alloy and material quality, ethical sourcing, product safety and ethical labor practices. The result of this process is our approved manufacturer’s listing (“AML”). Products from the manufacturers on this list are supplied across many of the industries we support. Given that many of our largest customers, especially those in our Upstream, Midstream, Gas Utilities and Downstream and Industrial sectors, maintain their own formal AML listing, we are recognized as an important source of information sharing with our key customers regarding the results of our on-site assessment. For this reason, together with our commitment to promote high quality products that bring the best overall value to our customers, we often become the preferred provider of AML products to these customers. Many of our customers regularly collaborate with us regarding specific manufacturer performance, our own experience with vendors’ products and the results of our on-site manufacturer assessments. The emphasis that both our customers and suppliers place on our AML helps secure our central and critical position in the global PVF supply chain.

~~national~~We ~~government~~utilize ~~political~~a ~~requirements;~~variety of freight carriers in addition to our corporate truck fleet to ensure timely and efficient delivery of our products. With respect to deliveries of products from us to our customers, or our outbound freight, we utilize both our corporate fleet and third-party transportation providers. With respect to shipments of products from suppliers to us, or our inbound freight, we principally use third-party carriers.

changes in governmental regulations;Seasonality

~~the~~Our ~~impact~~business ofnormally ~~public~~experiences ~~health~~mild ~~crises,~~seasonal ~~such~~effects in the U.S. as ~~new~~demand ~~virus~~for ~~strains~~the ~~that~~products ~~result~~we distribute is generally higher during the summer and fall months. Demand for the products we distribute during the months of November and December and early in the ~~return~~year generally tends to be lower due to a lower level of ~~lockdowns~~activity ornear ~~other~~the ~~government~~end ~~restrictions~~of the calendar year in the industry sectors we serve and due to winter weather disruptions. In addition, oncertain ~~worldwide~~exploration ~~demand~~and ~~for~~production ~~oil~~(“E&P”) activities in Canada, typically experience a springtime reduction due to seasonal thaws and ~~gas;~~regulatory restrictions, limiting the ability of drilling rigs to operate effectively during these periods.

the development of alternate energy sources; andCompetition

~~environmental~~The ~~regulations~~principal methods of competition include offering prompt local service, fulfillment capability, breadth of product and service offerings, price and total costs to the customer. Our distribution competitors include, among others, large distributors, several regional or product-specific competitors and many local, family-owned and privately held distributors. In addition, most of our suppliers also sell directly to end-users. For our pump, production and process solutions products, we compete against a variety of manufacturers, distributors and fabricators, many of which have access to capital who are privately owned, private equity backed or public companies.

IfSummary ~~there is a significant reduction in demand for drilling services, in cash flows~~ of ~~drilling~~Reportable ~~contractors, well servicing companies or production companies, or in drilling or well servicing rig utilization rates, then demand for our products will decline.~~Segments

~~Volatile~~We ~~oil~~operate through three reportable segments: U.S., Canada and ~~gas~~International. ~~prices~~The ~~affect~~segment ~~demand~~data ~~for~~included in our ~~products~~MD&A is presented on a basis consistent with our internal management reporting. Segment information appearing in Note 16 “Business Segments” of the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K) is also presented on this basis.

~~Demand~~United for our products is largely determined by current and anticipated oil and natural gas prices, and the related spending and level of activity by our customers, including spending on production and the level of drilling activities. Volatility or weakness in oil or natural gas prices (or the perception that oil or natural gas prices will decrease) affects the spending pattern of our customers, and may result in the drilling of fewer new wells or lower production spending on existing wells. This, in turn, could result in lower demand for our products. Any sustained decrease in capital expenditures in the oil and natural gas industry could have a material adverse effect on us.States

10We have approximately 210 locations in the U.S., which are strategically positioned to serve the upstream, midstream, gas utility, downstream and renewable energy and industrial markets.

~~Prices~~We ~~for~~offer ~~oil~~higher ~~and~~value ~~natural~~solutions ~~gas are subject to large fluctuations~~ in ~~response~~key toproduct ~~relatively~~lines ~~minor changes~~ in the ~~supply~~U.S. ofwhich ~~and~~broaden ~~demand for oil~~ and ~~natural~~deepen ~~gas,~~our ~~market~~customer ~~uncertainty~~relationships and arelated ~~variety~~product ofline ~~other factors that are beyond our control~~value. ~~Any~~Examples ~~such~~of ~~reduction~~these ininclude ~~operating budgets~~pumps, ~~reduction~~valves ~~in activity~~ and~~/or~~ ~~pricing~~valve ~~pressures~~actuation, ~~would~~process ~~adversely~~and ~~affect~~production ~~our~~equipment, ~~revenue~~fluid ~~and~~transfer ~~operating performance.~~

~~Many factors affect the supply of and demand for energy and, therefore, influence oil and natural gas prices, including:~~9

~~the~~products, ~~level~~measurement, ofautomation ~~domestic~~and controls, spoolable and ~~worldwide~~coated ~~oil~~steel-pipe and ~~natural~~composite pipe, gas products, along with many other products required by our customers, which enable them to focus on their core business while we manage varying degrees of their supply chain. We also provide additional value to our customers through engineering, design, construction, assembly, fabrication and optimization of products and equipment essential to safe and efficient production, transportation and ~~inventories;~~processing of oil and gas and produced water.

the level of drilling activity and the availability of attractive oil and natural gas field prospects, which governmental actions may affect, such as regulatory actions or legislation, or other restrictions on drilling, including those related to environmental concerns (e.g., a temporary moratorium on deepwater drilling in the Gulf of Mexico following a rig accident or oil spill);Canada

~~the~~We ~~discovery~~have ~~rate~~a network of ~~new~~approximately 35 locations in the Canadian oilfield, predominantly in the oil rich provinces of Alberta, Saskatchewan and ~~natural~~Manitoba. ~~gas~~Our ~~reserves~~Canada segment primarily supports energy, mining, drilling, engineering and contracting businesses with products and solutions similar to those offered in the ~~expected~~U.S. ~~cost~~In Canada, we also provide training for, and supervise the installation of, ~~developing~~jointed ~~new~~and ~~reserves;~~spoolable composite pipe. This product line is supported by inventory, as well as product and installation expertise to serve our customers.

~~the actual cost of finding and producing oil and natural gas;~~International

~~depletion~~We ~~rates;~~serve the needs of our international customers from approximately 55 locations outside the U.S. and Canada, which are strategically located in major oil and gas development and downstream processing areas. Our approach in these markets and the products we offer is similar to our strategy in the U.S. and Canada, with the addition of the distribution of electrical products in the UK, Singapore, Australia and international export markets. Our long legacy of operating in select international regions provides us strategic benefits as few of our competitors have a presence in most of the global energy producing areas.

domesticHuman and worldwide refinery over capacity or under capacity and utilization rates;Capital

~~the~~As ~~availability~~of December 31, 2025, we had approximately 5,300 employees, of ~~transportation~~which ~~infrastructure~~approximately 355 were temporary employees. We offer market-competitive benefits for employees and ~~refining~~opportunities ~~capacity;~~for growth and advancement. We place a strong emphasis on employee growth and development and provide opportunities for valued contribution and innovation. Our ethos determines how we act and interact, what we value, what we tolerate, how we treat one another, our customers and communities and the drive to continue to surpass expectations.

~~increases~~Training ~~in the cost of products that the oil~~ and ~~gas~~Development ~~industry uses, such as those that we provide, which may result from increases in the cost of raw materials such as steel;~~Programs

~~shifts~~The inacquired ~~end-customer~~skills, ~~preferences~~knowledge ~~toward~~and ~~fuel~~capabilities ~~efficiency~~of our people are central to our success. To maintain and acquire talented employees in the ~~use~~marketplace, ofwe ~~natural~~invest ~~gas;~~in employee development programs that incorporate training courses and programs, including a growing online learning platform, which provides our employees an opportunity for professional development.

We recognize that the ~~economic~~advancement orand ~~political~~empowerment ~~attractiveness~~of our workforce drives a better quality of ~~alternative~~work ~~fuels,~~and ~~such~~life asfor ~~coal,~~our ~~hydrocarbon~~employees, ~~battery~~ultimately ~~power,~~resulting ~~wind~~in the delivery of exceptional service to our customers. As such, ~~solar~~we ~~energy~~have designed a wide range of professional and ~~biomass-based~~leadership ~~fuels;~~development programs focused on helping our employees reach their career goals.

~~increases~~Recognizing ~~in oil and natural gas prices or historically high oil and natural gas prices, which could lower demand for oil and natural gas products;~~Employees

~~worldwide~~Recognition ~~economic~~of ~~activity~~individual ~~including~~achievements ~~growth~~and incontributions ~~non-Organization~~is ~~for~~an ~~Economic~~important ~~Co-operation~~part of our culture. Our Customer Priority One program encourages customers, peers and ~~Development~~leaders ~~countries~~to recognize our employees, ~~including~~customers ~~China~~or vendors who exemplify the Company’s commitment to customer service to cultivate a culture of inspiring one another to be their best. We award Milestone Service Awards to employees for their years of service and ~~India;~~dedication of time to our Company, which recognize employees at each five-year service anniversary.

~~increased~~Workforce ~~interest rates and the cost of capital;~~Inclusion

~~national~~We ~~government~~believe ~~policies~~that our people are a key driver of innovation, ~~including~~creativity ~~government~~and ~~policies~~overall success. We are committed to maintaining an inclusive environment where all employees are appreciated and have a sense of belonging throughout our organization. We recognize the opportunity to enhance our workforce through talent acquisition and retention because we know that ~~could~~one ~~nationalize~~of orour ~~expropriate~~greatest ~~oil~~strengths is the diverse perspectives of our employees. We appreciate that having a team with a broad range of experience, cultural characteristics and ~~natural~~varying ~~gas~~perspectives fortifies our brand. Our efforts are rooted in the belief that every individual, ~~E&P~~regardless of their background, ~~refining~~should orhave ~~transportation~~the ~~assets;~~opportunity to thrive and contribute to our shared goals. Our culture respects and values the unique perspectives, experiences, and talents that each employee brings to our organization.

To find the ~~ability~~best employees, we must have a deep pipeline of ~~OPEC~~talent with a wide range of experiences and ~~non-OPEC~~backgrounds. ~~countries~~We create a culture where all employees can strive to ~~set~~be ~~and~~their ~~maintain~~best, ~~production~~to ~~levels~~achieve company goals and ~~prices~~to ~~for~~deliver ~~oil;~~superior service to our customers.

~~the level of production by non-OPEC countries;~~10

~~the~~We ~~impact~~recognize that we are an integral part of ~~armed~~the ~~hostilities,~~communities orin which we operate. By directly engaging people in the ~~threat~~communities orwe ~~perception~~serve, ofwe ~~armed~~create ~~hostilities;~~a transparent dialogue to listen and learn from alternative views on how we conduct our business.

~~public~~Workforce ~~health~~Health ~~crises,~~and ~~such as the emergence of any new virus strains that result in the return of lockdowns or other government restrictions;~~Safety

~~environmental~~In ~~regulation;~~our business, safety is of paramount importance to us and to our customers. Unsafe conditions can cause or contribute to injuries, deaths, property damage and pollution that, in turn, can create significant liabilities for which insurance may not always be sufficient. We are subject to many safety regulatory standards such as those standards that the U.S. Occupational Safety and Health Administration (“OSHA”), the U.S. Environmental Protection Agency (“EPA”) and the U.S. Department of Transportation or state or foreign agencies of a similar nature may impose and enforce upon us. Failure to meet those standards can result in fines, penalties or agency actions that can impose additional costs upon our business. For all of these reasons, we and our customers demand high safety standards and practices to prevent the occurrence of unsafe conditions and any resulting harm. Our operations, therefore, focus on the safety of our employees and those with whom we do business. Our safety programs are designed to focus on the highest likely safety risks in our business and to build a culture of safe practices and continuous safety improvement for our employees, our customers and others with whom we do business or otherwise come into contact.

~~import~~Safety ~~duties~~is at the center of our actions. We act with high priority on health and ~~tariffs;~~safety in our workplace and in the communities where we operate. Our safety culture is driven by our health, safety and environment (“HSE”) training catalog and through our HSE management system beginning with our HSE Policy Statement, which sets the tone for our company’s commitment to safety. A one-page, top-level document, expressly approved by our senior management team, the HSE Policy Statement outlines our expectations for all employees, vendors, customers, contractors, subcontractors and third parties. This HSE Policy Statement, combined with our HSE guiding principles, corporate policies and procedures and our business level HSE policies and procedures, makes up our management system, which is overseen both with corporate supervision and field level management to ensure emphasis is consistent on proper and safe behaviors.

technological advances;Sustainability

~~global~~We ~~weather~~can ~~conditions~~assist in reducing emissions of greenhouse gases in our operations by creating a more efficient supply chain. An efficient supply chain can help reduce the carbon footprint of deliveries to our RDCs, super centers and ~~natural~~branches ~~disasters;~~and ultimately to our customers. Use of our RDCs and super centers allows us to aggregate products across multiple suppliers and customers, which, in turn, prevents each customer from separately creating duplicative supply chains that require fuel for deliveries and resources to manage. Many of the products we distribute are used by our customers to aid their efforts to reduce their greenhouse gas emissions. We continually assess market opportunities to offer our customers a variety of scope 1 emission reducing products like gas treating technology, sealless pumps and industrial air compressors that are used to replace historically used methane gas pneumatic systems with compressed air pneumatic systems. For gas treating, we offer an expanding suite of emissions reduction technology through our EcoVaporTM branded product line that reduces the venting and flaring of greenhouse gas, targeting the oil and gas and the growing RNG markets.

~~currency~~As ~~fluctuations;~~a distributor, we perform minimal manufacturing operations. We do not utilize large amounts of water. Our energy inputs are primarily electricity for lighting, heating and office and warehouse equipment, natural gas for heating and gasoline for company sales and delivery vehicles. We strive to make our operations more efficient, and in turn try to work to reduce use of these resources and resulting emissions. We have recycling programs to try and reduce waste from used cardboard, office paper and other recyclables. However, recycling programs are sometimes limited by the unavailability of users, haulers or purchasers for recyclable materials at reasonable costs.

~~tax~~We ~~policies~~are a distributor of products that contain and control the movement of gases and fluids in an efficient and sustainable manner. The products we sell are designed by the manufacturers of those products to prevent and minimize accidental leaks of hydrocarbons. Additionally, we offer product lines that further aid in the mitigation of environmental impact. Examples of such products include: domestically produced goods; low emission rated valves; steel piping products produced from recycled scrap; glass reinforced epoxy piping systems; vapor recovery units and valve actuation technologies that capture or control volatile organic compounds (“VOCs”) in an effort to limit and reduce emissions to the atmosphere; produced water transfer and water injection packages that dispose of produced water in an environmentally safe manner; and pipe produced using wind power, recycled water and wood pellet inputs. Additional examples of products we offer our customers to help reduce their scope 1 emissions may be found in our annual sustainability report.

Oil and natural gas prices have been and are expected to remain volatile. U.S. rig count decreased from 621 rigs on January 5, 2024 to 589 rigs on December 27, 2024. U.S. rig count averaged 599 rigs in 2024. U.S. rig count at January 24, 2025 was 576 rigs. The price for West Texas Intermediate crude was $73.79 per barrel at January 2, 2025, $70.62 per barrel on January 2, 2024 and $76.87 per barrel on January 3, 2023. Even though the prices as of the beginning of January for the last three years have been relatively stable, prices have historically been very volatile, and this historical volatility has caused oil and natural gas companies to change their strategies and expenditure levels from year to year. We have experienced in the past, and we will likely experience in the future, significant fluctuations in operating results based on these changes.11

11Environmental Matters

~~General~~We ~~economic~~are subject to a variety of federal, state, local, foreign and ~~geopolitical~~provincial ~~conditions~~environmental, ~~may~~health ~~adversely~~and ~~affect~~safety ~~our~~laws, ~~business.~~regulations and permitting requirements (collectively, “environmental laws”), including those governing the following:

•

~~U.S. and global general economic conditions affect many aspects of our business, including demand for~~ the ~~products~~discharge ~~we distribute and the pricing and availability~~ of ~~supplies.~~pollutants ~~General economic conditions and predictions regarding future economic conditions also affect our forecasts. A decrease in demand for the products we distribute~~ or ~~other~~hazardous ~~adverse~~substances ~~effects~~into resulting from an economic downturn may cause us to fail to achieve our anticipated financial results. General economic factors beyond our control that affect our business and customers include public health crises, interest rates, recession, inflation, deflation, customer credit availability, consumer credit availability, consumer debt levels, performance of housing markets, energy costs, tariffs, tax rates and policy, unemployment rates, commencement or escalation of war or hostilities, the ~~threat or possibility of war~~air, ~~terrorism~~soil or other global or national unrest, political or financial instability, and other matters that influence our customers’ spending. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency or increase in magnitude. In addition, worldwide economic conditions could have an adverse effect on our business, prospects, operating results, financial condition and cash flows.water;

•

~~Our business may be materially adversely affected by any negative impact on~~ the ~~global~~generation, ~~economy~~handling, ~~and~~use, ~~capital~~management, ~~markets~~storage ~~resulting from military conflicts or other geopolitical tensions. The extent~~ and ~~duration~~disposal of ~~military conflicts~~, ~~sanctions,~~or ~~trade~~exposure ~~controls and resulting market disruptions are impossible~~ to ~~predict~~, ~~but~~hazardous ~~could~~substances beand ~~substantial.~~wastes;

•

Ifthe ~~our~~responsibility ~~product costs became subject~~ to ~~significant~~investigate, ~~future inflationary pressures~~remediate, ~~then~~monitor weand ~~may~~clean ~~not~~up becontamination; ~~able to fully offset these higher costs through price increases.~~and

•

~~Inflationary~~occupational ~~pressures~~health and ~~supply chain disruptions could result in further increases to our operating and capital costs that are not fixed~~safety. Additionally, these economic variables could lead to a renegotiation of contracts and/or supply agreements, among others. These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

WeHistorically, ~~may~~the becosts ~~unable~~to comply with environmental laws have not been material to ~~compete~~our ~~successfully~~financial ~~with~~position, ~~other~~results ~~companies~~of operations or cash flows. We are not aware of any pending environmental compliance or remediation matters that, in the opinion of management, are reasonably likely to have a material effect on our ~~industry~~business, financial position or results of operations or cash flows.

WeExchange sellRate products in very competitive markets. In some cases, we compete with large companies with substantial resources. In other cases, we compete with smaller regional companies that may increasingly be willing to provide similar products at lower prices. Certain of these competitors may have greater financial, technical and marketing resources than us, and may be in a better competitive position. The following competitive actions can each adversely affect our revenues and earnings:Information

~~price~~In ~~changes;~~this report, unless otherwise indicated, foreign currency amounts are converted into U.S. dollar amounts at the exchange rates in effect on December 31, 2025 and 2024 for balance sheet figures. Income statement figures are converted on a monthly basis, using each month’s average conversion rate.

vendorsAvailable with better terms;Information

~~consolidation~~Our inwebsite address is www.dnow.com. The information found on our website is not part of this or any other report we file with, or furnish to, the ~~industry;~~SEC and is expressly not incorporated by reference into this document. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available on our website, free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access these reports at the SEC’s website at www.sec.gov.

~~investments in technology and fulfillment; and~~12

improvementsITEM in1A. availabilityRISK and delivery.FACTORS

WeYou ~~could~~should ~~experience~~carefully aconsider ~~material~~each ~~adverse~~of ~~effect to~~ the ~~extent~~following ~~that~~risks ~~our competitors are successful~~ in ~~reducing~~addition ~~our~~to ~~customers’~~all ~~purchases~~other ofinformation ~~products~~contained ~~from~~or usincorporated herein. ~~Competition~~These ~~could~~risks ~~also~~relate ~~cause~~principally us to ~~lower~~ our ~~prices,~~business ~~which~~and ~~could~~the ~~reduce~~industry ~~our~~in ~~margins~~which ~~and~~we ~~profitability.~~operate ~~Furthermore,~~or ~~consolidation~~to inthe ~~our~~securities ~~industry~~markets ~~could~~generally ~~heighten~~and ~~the~~ownership ~~impacts~~ of ~~the~~our ~~competition~~common onstock. ~~our~~Our business, ~~and~~prospects, financial condition, results of operations ~~discussed~~or ~~above,~~cash ~~particularly~~flows ifcould ~~consolidation~~be ~~results~~materially inand ~~competitors~~adversely ~~with~~affected ~~stronger~~by ~~financial~~any ~~and~~of ~~strategic~~these ~~resources~~risks, and, ~~could~~as ~~also~~a result, inthe ~~increases~~trading toprice ~~the~~of ~~prices~~our wecommon ~~are~~stock ~~required~~could todecline. ~~pay~~This ~~for~~information ~~acquisitions~~should webe ~~may~~read ~~make~~ in ~~the~~conjunction ~~future.~~with InItem ~~addition~~7, ~~certain~~Management’s ~~foreign~~Discussion ~~jurisdictions~~ and ~~government-owned~~Analysis ~~petroleum~~of ~~companies~~Financial ~~located~~Condition inand ~~some~~Results of ~~the~~Operations, ~~countries~~Item in7A, ~~which~~Quantitative weand ~~operate~~Qualitative ~~have~~Disclosures ~~adopted~~about ~~policies~~Market orRisk ~~regulations~~and ~~which~~the ~~may~~consolidated ~~give~~financial ~~local~~statements ~~nationals~~and inrelated ~~these~~notes ~~countries~~included ~~competitive advantages. Competition~~ in ~~our~~this ~~industry~~Form ~~could lead to lower revenues and earnings~~10-K.

DemandRisk forFactors our sales of the products we distribute could decrease if the manufacturers of those products were to instead sell a substantial amount of goods directly to our customers in the sectors we serve.Summary

~~Historically,~~The ~~users~~following ofis ~~pipes,~~a ~~valves~~summary ~~and fittings and related products have purchased certain amounts~~ of ~~these products through distributors and not directly from manufacturers. If customers were to purchase~~ the ~~products~~certain risks that we ~~sell~~believe ~~directly~~apply ~~from manufacturers, or if manufacturers sought~~ to ~~increase their efforts to sell directly to end-users, we could experience a significant decrease in profitability. These or other developments that remove us from, or limit~~ our ~~role~~business ~~in,~~and the ~~distribution~~industry ~~chain, may harm our competitive position~~ in ~~the~~which ~~marketplace~~we ~~and reduce our sales and earnings and adversely affect our business.~~operate:

12Risks Relating to Our Business

•

WeDecreased ~~may~~capital ~~need~~and ~~additional~~other ~~capital~~expenditures in the ~~future~~energy industry, ~~and~~which itcan ~~may~~result ~~not~~from bedecreased ~~available~~oil onand ~~acceptable~~natural ~~terms~~gas prices, oramong atother ~~all~~things, can adversely impact our customers’ demand for our products and our revenue.

•

WeDemand ~~may~~for ~~require~~our ~~more~~gas utilities products and services depends on our customers’ capital ininvestment ~~the~~programs, ~~future~~which ~~to:~~may be reduced or delayed.

•

~~fund~~Volatile ~~our~~oil ~~operations~~and ~~(including,~~gas ~~but~~prices ~~not~~affect ~~limited~~demand ~~to,~~for ~~working~~our ~~capital requirements such as inventory);~~products.

•

~~finance~~General ~~investments~~economic ~~in equipment~~ and ~~infrastructure~~geopolitical ~~needed~~conditions tomay ~~maintain~~adversely ~~and~~affect ~~expand~~ our ~~distribution capabilities;~~business.

•

~~enhance~~If ~~and~~our ~~expand~~product ~~the~~costs ~~range~~became ofsubject ~~products~~to significant future inflationary pressures, then we ~~offer;~~may ~~and~~not be able to fully offset these higher costs through price increases.

•

~~respond~~We tomay ~~potential~~be ~~strategic~~adversely ~~opportunities,~~impacted ~~such~~by asholding ~~investments,~~more ~~acquisitions~~inventory ~~and~~than ~~international~~can ~~expansion~~be sold in a commercial time frame.

•

We ~~can give no assurance that additional financing will be available on terms favorable to us, or at all. The terms of available financing~~ may ~~place limits on our financial and operating flexibility. If adequate funds are not available on acceptable terms, we may~~ be ~~forced~~unable to ~~reduce~~compete ~~our~~successfully ~~operations~~with orother ~~delay,~~companies ~~limit~~in ~~or abandon expansion opportunities. Moreover, even if we are able to continue~~ our ~~operations, the failure to obtain additional financing could reduce our competitiveness~~industry.

•

WeDemand dofor ~~not~~our ~~have~~sales ~~long-term contracts or agreements with many~~ of ~~our~~the ~~customers.~~products ~~The~~we ~~contracts~~distribute ~~and~~could ~~agreements~~decrease ~~that~~if wethe domanufacturers ~~have~~of ~~generally~~those doproducts ~~not~~were ~~commit our customers~~ to ~~any~~instead ~~minimum~~sell ~~purchase~~a ~~volume.~~substantial ~~The~~amount ~~loss~~ of agoods ~~significant~~directly ~~customer~~to ~~may~~our ~~have~~customers ain ~~material~~the ~~adverse~~sectors ~~effect~~we ~~on us~~serve.

•

~~Given~~We the nature of our business, and consistent with industry practice, we do not have long-term contracts with many of our customers. In addition, our contracts generally do not commit our customers to any minimum purchase volume. Therefore, a significant number of our customers may ~~terminate~~need ~~their~~additional relationships with us or reduce their purchasing volume at any time. Furthermore, the long-term customer contracts that we do have are generally terminable without cause on short notice. The products that we may sell to any particular customer depend in large part on the size of that customer’s capital ~~expenditure budget~~ in ~~a particular year and on~~ the ~~results of competitive bids for major projects. Consequently~~future, aand ~~customer~~it ~~that accounts for a significant portion of our sales in one fiscal year~~ may ~~represent~~not anbe ~~immaterial~~available ~~portion~~on ofacceptable ~~our sales in subsequent fiscal years. The loss of a significant customer~~terms, or aat ~~substantial decrease in a significant customer’s orders, may have an adverse effect on our sales and revenue~~all.

•

InWe ~~addition,~~do wenot ~~are~~have ~~subject~~long-term tocontracts ~~customer~~or ~~audit~~agreements ~~clauses~~with in many of our ~~multi-year~~customers. The contracts. Ifand agreements that we ~~are~~do ~~not~~have ~~able~~generally todo ~~provide~~not ~~the~~commit ~~proper~~our ~~documentation~~customers orto ~~support~~any ~~for~~minimum ~~invoices~~purchase ~~per~~volume. ~~the~~The ~~contract~~loss ~~terms,~~of wea ~~may~~significant becustomer ~~subject~~may tohave ~~negotiated~~a ~~settlements~~material ~~with~~adverse ~~our~~effect ~~major~~on ~~customers~~us.

•

Changes in our customer and product mix, as well as the timing, complexity and cyclical nature of our project-based work, could cause our ~~product~~margins ~~margin~~and operating results to fluctuate orand adversely affect our competitive position.

•

~~From~~Customer ~~time~~credit torisks ~~time,~~could ~~we may experience changes in our customer mix or in our product mix. Changes in our customer mix may~~ result ~~from business acquisitions, geographic expansion, daily selling activities within current geographic markets and targeted selling activities to new customer segments. Changes~~ in ~~our product mix may result from business acquisitions, marketing activities to existing customers and needs communicated to us from existing and prospective customers~~losses. ~~If customers begin to require more lower-margin products from us, our business, results of operations and financial condition may suffer.~~

•

~~Customer~~We ~~credit~~may ~~risks~~be ~~could~~unable ~~result~~to insuccessfully ~~losses~~execute or effectively integrate acquisitions.

•

~~The~~We ~~concentration of our customers in the energy industry~~ may ~~impact~~continue ~~our overall exposure~~ to ~~credit~~experience ~~risk~~challenges aswith ~~customers~~the ~~may~~stabilization beof ~~similarly~~the ~~affected by prolonged changes in economic and industry conditions~~U. ~~Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming~~S. WeERP ~~perform~~system ~~ongoing~~inherited credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for expected credit losses, we cannot assure these reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from ~~such~~MRC ~~receivables will be consistent with our expectations~~Global.

•

We ~~may~~are bea ~~unable~~holding tocompany ~~successfully~~and ~~execute~~depend orupon ~~effectively~~our ~~integrate~~subsidiaries ~~acquisitions~~for our cash flow.

•

~~One~~If ofwe ~~our~~lose ~~key~~any ~~operating strategies is to selectively pursue acquisitions, including large scale acquisitions, to continue to grow and increase profitability. However, acquisitions, particularly~~ of aour ~~significant~~key ~~scale~~personnel, ~~involve~~we numerous risks and uncertainties, including intense competition for suitable acquisition targets, the potential unavailability of financial resources necessary to consummate acquisitions in the future, increased leverage due to additional debt financing that may be ~~required~~unable to ~~complete~~effectively anmanage ~~acquisition, dilution of~~ our ~~stockholders’~~business ~~net current book value per share if we issue additional equity securities to finance an acquisition, difficulties in identifying suitable acquisition targets~~ or incontinue ~~completing~~our any transactions identified on sufficiently favorable terms, assumption of undisclosed or unknown liabilities and the need to obtain regulatory or other governmental approvals that may be necessary to complete acquisitionsgrowth. ~~In addition, any future acquisitions may entail significant transaction costs and risks associated with entry into new markets.~~

•

13Interruptions in the proper functioning of our information systems, including as a result of cyber incidents, deficiencies in our cybersecurity or disruptions involving third-party service providers, could compromise data, disrupt operations, impair financial reporting, expose us to liability and regulatory scrutiny, and adversely affect our financial results and the market price of our stock.

•

~~Even~~The ~~when~~loss ~~acquisitions~~of ~~are~~third-party ~~completed,~~transportation ~~integration~~providers ofupon ~~acquired~~whom ~~entities~~we ~~can~~depend, ~~involve~~or ~~significant~~conditions ~~difficulties~~negatively affecting the transportation industry, ~~such~~could ~~as:~~increase our costs or cause a disruption in our operations.

•

~~failure~~Adverse toweather ~~achieve~~events ~~cost savings~~ or ~~other~~natural ~~financial~~disasters orcould ~~operating~~negatively ~~objectives~~affect ~~with~~local ~~respect~~economies toand andisrupt ~~acquisition;~~operations.

•

~~complications~~Privacy concerns relating to our personal and ~~issues~~business ~~resulting~~information being potentially breached could damage our reputation and deter current and potential users or customers from ~~the~~using ~~integration/conversion~~our ofproducts ~~ERP~~and ~~systems;~~services.

•

~~strain~~We onhave ~~the~~goodwill ~~operational~~recorded ~~and~~on ~~managerial~~our ~~controls~~balance ~~and~~sheet. ~~procedures~~If of our ~~business~~goodwill becomes impaired, ~~and~~we ~~the~~may ~~need~~be required to ~~modify~~recognize ~~systems~~charges orthat towould ~~add~~reduce ~~management~~our ~~resources;~~income.

•

~~difficulties~~Our inindebtedness ~~the~~may ~~integration~~affect ~~and~~our ~~retention~~ability ofto ~~customers~~operate orour ~~personnel~~business, and ~~the~~this ~~integration~~could ~~and~~have ~~effective~~a ~~deployment~~material ofadverse ~~operations~~effect oron ~~technologies;~~us.

amortizationRisks ofRelating acquiredto assets,the whichMRC wouldGlobal reduce future reported earnings;Merger

•

~~possible~~We ~~adverse~~may ~~short-term~~not ~~effects~~be onable ~~our~~to ~~cash~~successfully ~~flows~~integrate the business of MRC Global into our business or ~~operating~~realize ~~results;~~the anticipated benefits of the mergers.

•

~~diversion~~MRC ofGlobal ~~management’s~~may ~~attention~~initially ~~from~~operate ~~the~~outside ~~ongoing~~our ~~operations~~existing ofcontrol ~~our~~environment, ~~business;~~and delays in integrating their systems and processes could expose us to control deficiencies and financial reporting risks.

~~integrating personnel with different organizational cultures;~~13

•

~~coordinating~~The ~~sales~~failure to successfully combine the businesses of DNOW and ~~marketing~~MRC ~~functions;~~Global may adversely affect our business.

•

~~failure~~The tofuture ~~obtain~~results ~~and~~of ~~retain~~DNOW ~~key~~following ~~personnel~~the ofmerger anwill ~~acquired~~suffer ~~business;~~if ~~and~~the combined company does not effectively manage its expanded operations.

•

~~assumption~~The offinancial ~~known~~forecasts ordisclosed ~~unknown~~in ~~material~~connection ~~liabilities~~with orthe ~~regulatory~~merger ~~non-compliance~~are ~~issues~~based on various assumptions that may not be realized.

•

~~Failure~~The combined company’s ability to ~~manage~~use ~~these~~the ~~acquisition~~existing ~~risks~~U.S. ~~could~~federal ~~have~~capital anloss ~~adverse~~carryforwards, ~~effect~~net onoperating usloss carryforwards and other tax attributes could be limited.

WeRisks areRelating ato holdingOur companySupply Chain and dependInternational uponTrade our subsidiaries for our cash flow.Policies

•

We ~~are~~may aexperience ~~holding~~unexpected ~~company.~~supply ~~Our subsidiaries conduct all of our operations and own substantially all of our assets~~shortages. Consequently, our cash flow and our ability to meet our obligations or to make other distributions in the future will depend upon the cash flow of our subsidiaries and our subsidiaries’ payment of funds to us in the form of dividends, tax sharing payments or otherwise.

•

~~The~~We ~~ability~~may ofexperience ~~our~~cost ~~subsidiaries~~increases tofrom ~~make any payments to us will depend on their earnings~~suppliers, ~~the~~which ~~terms~~we ofmay ~~their~~be ~~current~~unable ~~and~~to ~~future~~pass ~~indebtedness, tax considerations and legal and contractual restrictions~~ on ~~the ability~~ to ~~make~~our ~~distributions~~customers.

•

~~Our~~We ~~subsidiaries~~do ~~are~~not ~~separate and distinct legal entities. Any right that we~~ have tocontracts ~~receive~~with ~~any~~most ~~assets~~ of orour ~~distributions~~suppliers. ~~from~~The ~~any~~loss of ~~our~~a ~~subsidiaries~~significant ~~upon~~supplier ~~the~~would ~~bankruptcy,~~require ~~dissolution,~~us ~~liquidation or reorganization, or~~ to ~~realize~~rely ~~proceeds~~more ~~from~~heavily ~~the~~on ~~sale~~our ofother ~~their~~existing ~~assets,~~suppliers ~~will~~or beto ~~junior~~develop torelationships ~~the~~with ~~claims~~new ofsuppliers. ~~that~~Such ~~subsidiary’s~~a ~~creditors,~~loss ~~including~~may ~~trade~~have ~~creditors~~an ~~and~~adverse ~~holders~~effect ofon ~~debt~~our ~~that~~product ~~the~~offerings ~~subsidiary~~and ~~issued~~our business.

•

IfChanges wein ~~lose~~our ~~any~~credit ofprofile ~~our~~may ~~key~~affect ~~personnel,~~our werelationship ~~may~~with beour ~~unable~~suppliers, towhich ~~effectively~~could ~~manage~~have ~~our~~a ~~business~~material oradverse ~~continue~~effect on our ~~growth~~liquidity.

•

~~Our~~Price ~~future~~reductions ~~performance~~by ~~depends~~suppliers toof aproducts ~~significant~~that ~~degree~~we ~~upon~~sell ~~the~~could ~~continued~~cause ~~contributions~~the value of our ~~management~~inventory ~~team and our ability~~ to ~~attract,~~decline. ~~hire~~Also, ~~train~~these ~~and~~price ~~retain~~reductions ~~qualified~~could ~~managerial,~~cause ~~sales and marketing personnel. In particular, we rely on~~ our ~~sales~~customers ~~and marketing teams~~ to ~~create~~demand ~~innovative~~lower ~~ways~~sales toprices ~~generate demand~~ for ~~the~~these products, wepossibly ~~distribute.~~decreasing ~~The loss or unavailability to us of any member of~~ our ~~management~~margins ~~team~~and orprofitability aon ~~key~~ sales ~~or marketing employee could have a material adverse effect on us~~ to the extent that we ~~are~~purchased ~~unable~~our toinventory ~~timely~~of ~~find adequate replacements. We face competition for~~ these ~~professionals~~products ~~from~~at ~~our~~the ~~competitors,~~higher ~~our~~prices ~~customers~~prior ~~and~~to ~~other~~supplier ~~companies~~price ~~operating in our industry~~reductions. ~~We may be unsuccessful in attracting, hiring, training and retaining qualified personnel.~~

•

~~Interruptions~~A substantial decrease in the ~~proper~~price ~~functioning~~ of ~~our~~steel ~~information systems~~ could ~~disrupt~~significantly ~~operations~~lower ~~and~~our ~~cause~~product ~~increases~~margin ~~in costs~~ or ~~decreases~~cash ~~in revenues~~flow.

•

The proper functioning of our information systems is critical to the successful operation of our business. We depend on our information management systems to process orders, track credit risk, manage inventory and monitor accounts receivable collections. Our information systems also allow us to efficiently purchase products from our vendors and ship products to our customers on a timely basis, maintain cost-effective operations and provide superior service to our customers. However, our information systems could be vulnerable to natural disasters, power losses, telecommunication failures, security breaches and other problems. If ~~critical~~steel ~~information~~prices ~~systems fail or are otherwise unavailable~~rise, our ability to procure products to sell, process and ship customer orders, identify business opportunities, maintain proper levels of inventories, collect accounts receivable and pay accounts payable and expenses could be adversely affected. Our ability to integrate our systems with our customers’ systems would also be significantly affected. If our information systems are damaged or fail to function properly, we may ~~incur~~be ~~substantial~~unable ~~costs~~ to ~~repair~~pass oralong ~~replace~~the ~~them,~~cost ~~and~~increases ~~may experience loss of critical data and interruptions or delays in our ability~~ to ~~manage inventories or process transactions, which could result in lost sales, inability to process purchase orders and/or a potential loss of customer loyalty, which could adversely affect~~ our ~~results of operations~~customers. ~~We maintain information systems controls designed to protect against, among other things, unauthorized~~

•

14If existing tariffs and duties on imports of line pipe or certain of the other products that we sell are lifted, the U.S. market could see an increased supply of less expensive products, which could adversely affect our business and results of operations.

•

~~program~~Changes ~~changes~~in ~~and~~trade ~~unauthorized~~policies, ~~access~~including tothe ~~data~~imposition onor ~~our~~elimination ~~information~~of ~~systems.~~additional Iftariffs ~~our~~and ~~information~~duties, ~~systems~~and ~~controls~~risks dowith ~~not~~governmental ~~function~~instability ~~properly,~~in wecertain ~~face~~parts ~~increased~~of ~~risks~~the ofworld ~~unexpected~~could ~~errors~~negatively ~~and~~impact ~~unreliable~~our business, financial ~~data~~condition orand ~~theft~~results of ~~proprietary Company information~~operations.

TheRisks lossRelating ofto third-partyLegal transportationand providersRegulatory upon whom we depend, or conditions negatively affecting the transportation industry, could increase our costs or cause a disruption in our operations.Matters

•

We ~~depend~~are ~~upon~~subject ~~third-party transportation providers for delivery of products~~ to ~~our~~strict ~~customers. Strikes~~environmental, ~~slowdowns,~~health ~~transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, increases in fuel prices~~ and ~~adverse~~safety ~~weather~~laws ~~conditions, could increase our costs~~ and ~~disrupt~~regulations ~~our~~that ~~operations~~may ~~and~~lead ~~our ability~~ to ~~service~~significant ~~our~~liabilities ~~customers~~and onhave a ~~timely~~material ~~basis.~~adverse Weeffect ~~cannot~~on ~~predict to what extent increases or anticipated increases in fuel prices may impact~~ our ~~costs~~business, orfinancial ~~cause~~condition aand ~~disruption~~results inof ~~our~~ operations ~~going forward~~.

•

~~Adverse~~Existing ~~weather~~or ~~events~~future laws, regulations, court orders or ~~natural~~other ~~disasters~~public- ~~could~~or ~~negatively~~private-sector ~~affect~~initiatives ~~local~~to ~~economies~~limit greenhouse gas emissions or relating to climate change may reduce demand for our products and ~~disrupt~~services and the physical effects of climate change could damage our assets or facilities, adversely impacting our business, results of operations, and financial condition.

•

~~Certain~~We areas in which we operate are susceptible to adverse weather conditions or natural disasters, such as hurricanes, tornadoes, floods and earthquakes. These events can disrupt our operations, result in damage to our properties and negatively affect the local economies in which we operate. Additionally, we may ~~experience~~not ~~communication~~have ~~disruptions~~adequate ~~with~~insurance ~~our~~for ~~customers,~~potential ~~vendors and employees. These events can cause physical damage to our locations and require us to close locations. Additionally~~liabilities, ~~our~~including ~~sales~~liabilities ~~orders~~arising ~~and~~from ~~shipments can experience a temporary decline immediately following these events~~litigation.

•

WeDue ~~cannot predict whether or~~ to ~~what extent damage caused by these events will affect~~ our ~~operations~~position oras ~~the~~a ~~economies~~distributor, ~~in regions where~~ we ~~operate.~~are ~~These~~subject ~~adverse~~to ~~events~~personal ~~could result in disruption of our purchasing or distribution capabilities~~injury, ~~interruption~~product ofliability ~~our business that exceeds our insurance coverage, our inability to collect from customers~~ and ~~increased~~environmental ~~operating~~claims ~~costs.~~involving ~~Our~~allegedly ~~business~~defective ~~or results of operations may be adversely affected by these and other negative effects of these events~~products.

•

~~The~~We ~~occurrence~~face ofrisks ~~cyber~~associated ~~incidents,~~with orconducting abusiness ~~deficiency~~ in ~~our~~markets ~~cybersecurity,~~outside ~~could negatively impact our business by causing a disruption to our operations, a compromise or corruption~~ of ~~our~~the ~~confidential~~U.S. ~~information~~and ~~or damage to our Company’s image, all of which could negatively impact our financial results~~Canada.

•

AWe ~~cyber~~are ~~incident~~subject isto ~~any~~U.S. ~~adverse~~and ~~event~~other ~~that~~anti-corruption ~~threatens the confidentiality~~laws, ~~integrity,~~trade ~~or availability of our information resources. More specifically~~controls, aeconomic ~~cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations~~sanctions, ~~corrupt~~and ~~data~~similar orlaws ~~steal~~and ~~confidential information. As our reliance on technology has increased~~regulations, soincluding ~~have the risks posed to our systems, both internal and~~ those wein ~~have outsourced. In addition,~~ the ~~rapid~~jurisdictions ~~evolution~~where ~~and~~we ~~increased adoption of artificial intelligence technologies may intensify our cybersecurity risks~~operate. Our ~~four~~failure ~~primary~~to ~~risks~~comply ~~that~~with ~~could~~these ~~directly~~laws ~~result~~and ~~from~~regulations ~~the~~could ~~occurrence~~subject ofus ato ~~cyber incident include operational interruption~~civil, ~~damage~~criminal toand ~~our~~administrative ~~Company’s~~penalties ~~image, financial loss~~ and ~~private~~harm ~~data~~our ~~exposure~~reputation.

•

WeCompliance ~~have~~with ~~implemented solutions, processes,~~ and ~~procedures~~changes toin ~~help~~laws ~~mitigate~~and ~~this~~regulations ~~risk,~~in ~~but~~the ~~these~~countries ~~measures,~~in aswhich ~~well~~we asoperate ~~our~~could ~~organization’s~~have ~~increased awareness of our risk of~~ a ~~cyber~~significant ~~incident, do not guarantee that our~~ financial ~~results~~impact ~~will not be negatively impacted by such an incident. Our security measures may be undermined due to the rapid evolution~~ and increased adoption of artificial intelligence and machine learning technologies, actions of outside parties, employee error, internal or external malfeasance, or otherwise, and, as a result, an unauthorized party may obtain access to our data systems and misappropriate business and personal information. Our systems are subject to repeated attempts by third parties to access information or to disrupt our systems. Such disruptions or misappropriations and the resulting repercussions, including reputational damage and legal claims or proceedings, may adversely affect ~~our~~how ~~results of operations, cash flows~~ and ~~financial~~where ~~condition,~~we ~~and~~conduct ~~the trading price of~~ our ~~common stock~~operations.

•

~~Privacy~~We ~~concerns~~are ~~relating~~a todefendant ~~our~~in ~~personal~~asbestos-related ~~and~~lawsuits. ~~business~~Exposure ~~information~~to ~~being~~these ~~potentially breached could damage our reputation~~ and ~~deter~~any ~~current~~future ~~and~~lawsuits ~~potential~~could ~~users~~have ora ~~customers~~material ~~from~~adverse ~~using~~effect ~~our~~on ~~products and services~~us.

WeRisks haveRelating security measures and controls to protectOur personalCommon and business information and continue to make investments to secure access to our information technology network. These measures may be undermined, however, due to the actions of outside parties, employee error, internal or external malfeasance, or otherwise, and, as a result, an unauthorized party may obtain access to our data systems and misappropriate business and personal information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these techniques, timely discover or counter them, or implement adequate preventative measures. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and potentially have an adverse effect on our business and results of operations.Stock

•

15The market price of our shares may fluctuate widely.

•

WeYour ~~have~~percentage ~~goodwill~~ownership ~~recorded~~in onus ~~our balance sheet. If our goodwill becomes impaired, we~~ may be ~~required~~diluted toin ~~recognize~~the ~~charges that would reduce our income~~future.

•

AsWe ofcannot ~~December~~assure ~~31,~~you ~~2024,~~that we ~~had~~will ~~$230~~pay ~~million~~dividends ~~of goodwill recorded~~ on our ~~balance~~common ~~sheet~~stock. Under generally accepted accounting principles in the U.S., goodwill is not amortized, but must be reviewed for possible impairment annually, or more often in certain circumstances where events indicate that the asset values are not recoverable. These reviews could result in an earnings charge for impairment, which would reduce our net income even though there would be no impact on our underlying cash flow.

•

~~Risks~~Certain ~~Relating~~provisions toin ~~Our~~our ~~Supply~~corporate ~~Chain~~documents and ~~International~~Delaware ~~Trade~~law ~~Policies~~may prevent or delay an acquisition of our company, even if that change may be considered beneficial by some of our stockholders.

~~We may experience unexpected supply shortages.~~14

WeRisks distributeRelating products from a wide variety of manufacturers and suppliers. Nevertheless, in the future we may have difficulty obtaining the products we need from suppliers and manufacturers as a result of unexpected demand or production difficulties that might extend lead times. Also, products may not be available to us in quantities sufficient to meet our customer demand. Our inability to obtain products from suppliers and manufacturers in sufficient quantities, or at all, could adversely affect our product offerings and our business.Business

WeDecreased ~~may~~capital ~~experience~~and ~~cost~~other ~~increases~~expenditures ~~from~~in ~~suppliers~~the energy industry, which wecan ~~may~~result befrom ~~unable~~decreased tooil ~~pass~~and onnatural togas prices, among other things, can adversely impact our customers’ demand for our products and our revenue.

InA ~~the~~large ~~future,~~portion weof ~~may~~our ~~face~~revenue ~~supply~~depends ~~cost~~upon ~~increases~~the ~~due~~level ~~to,~~of ~~among~~capital ~~other~~and ~~things,~~operating ~~unexpected~~expenditures ~~increases~~ in ~~demand~~the ~~for~~oil ~~supplies,~~and ~~decreases~~natural ingas ~~production~~industry, ofincluding ~~supplies~~capital orand ~~increases~~other expenditures in ~~the~~connection ~~cost~~with ofexploration, ~~raw~~drilling, ~~materials~~production, orgathering, transportation, orrefining ~~trade~~and ~~wars~~processing operations. ~~Any~~Demand ~~inability~~for tothe ~~pass~~products ~~supply~~we ~~price~~distribute ~~increases~~is onparticularly sensitive to ~~our~~the ~~customers~~level ~~could~~of ~~have~~exploration, adevelopment ~~material~~and ~~adverse~~production ~~effect~~activity ~~on us. In addition~~of, ifand ~~supply~~the ~~costs~~corresponding ~~increase,~~capital ~~our~~and ~~customers~~other ~~may~~expenditures ~~elect~~by, tooil ~~purchase~~and ~~smaller~~natural ~~amounts~~gas ofcompanies. ~~products~~In oraddition, ~~may~~after ~~purchase~~a ~~products~~well ~~from~~is ~~other~~drilled, ~~distributors.~~there ~~While~~can ~~we may~~ be ~~able~~a tolag ~~work~~between ~~with~~when ~~our customers to reduce~~ the ~~effects~~well ofis ~~unforeseen~~drilled ~~price~~and ~~increases~~when ~~because~~it ofis ~~our relationships with them~~completed, wewhich ~~may~~causes ~~not~~a bedelay ~~able~~in tothe ~~reduce~~demand ~~the~~for ~~effects~~some of ~~the~~our ~~cost increases~~products. InOil ~~addition,~~and tonatural ~~the~~gas ~~extent~~prices ~~that~~have ~~competition~~been ~~leads~~extremely tovolatile ~~reduced~~since ~~purchases~~2014. ofContinued ~~products~~volatility ~~from~~and usweakness orin aoil ~~reduction~~or ofnatural ~~our~~gas prices, ~~and~~could ~~these~~depress ~~reductions~~levels ~~occur~~of ~~concurrently~~exploration, ~~with~~development ~~increases~~and inproduction ~~the~~activity ~~prices~~and, ~~for~~therefore, ~~selected~~could ~~commodities~~lead ~~which~~to wea ~~use~~decrease in our ~~operations,~~customers’ ~~the~~capital ~~adverse effects described above would likely be exacerbated~~ and ~~could~~other ~~result in a prolonged downturn in profitability~~expenditures.

WeThe dowillingness ~~not~~of ~~have~~oil ~~contracts~~and ~~with~~gas ~~most~~operators ofto ~~our~~make ~~suppliers.~~capital ~~The~~and ~~loss~~operating ofexpenditures ato ~~significant~~explore ~~supplier~~for ~~would~~and ~~require~~produce usoil toand ~~rely~~natural ~~more~~gas ~~heavily~~and onthe ~~our~~willingness ~~other~~of ~~existing~~oilfield ~~suppliers~~service orcompanies to ~~develop~~invest ~~relationships~~in ~~with~~capital ~~new~~and ~~suppliers.~~operating ~~Such~~equipment awill ~~loss~~continue ~~may~~to ~~have~~be aninfluenced ~~adverse~~by ~~effect~~numerous onfactors ~~our~~over ~~product~~which ~~offerings~~we ~~and~~have ~~our~~no ~~business.~~control, including:

•

~~Given~~ the ~~nature~~ability of ~~our~~the ~~business,~~members ~~and consistent with industry practice, we do not have contracts with most~~ of ~~our~~the ~~suppliers.~~OPEC Weand ~~generally~~certain ~~make~~non-OPEC ~~our purchases through purchase orders. Therefore~~countries, ~~most of our suppliers have the ability~~ to ~~terminate~~maintain ~~their~~price ~~relationships~~stability ~~with~~through usvoluntary atproduction ~~any time. Although we believe there are numerous manufacturers with the capacity to supply the products we distribute~~limits, the ~~loss~~level of ~~one~~production orby ~~more of our major suppliers could have an adverse effect on our product offerings and our business. Such a loss would require us to rely more heavily on our~~ other ~~existing~~non-OPEC ~~suppliers~~countries, orsuch ~~develop~~as ~~relationships~~the ~~with~~United ~~new suppliers~~States, ~~which~~and ~~may~~worldwide ~~cause~~demand ~~us to pay higher prices~~ for ~~products~~oil ~~due~~and ~~to, among other things, a loss of volume discount benefits currently obtained from our major suppliers.~~gas;

•

~~Changes~~the inlevel ~~our~~of ~~credit~~production ~~profile~~from ~~may~~known ~~affect our relationship with our suppliers, which could have a material adverse effect on our liquidity.~~reserves;

•

~~Changes in our credit profile may affect~~ the ~~way~~cost ~~our suppliers view our ability to make payments and may induce them to shorten the payment terms~~ of ~~their~~exploring ~~invoices.~~for ~~Given the large dollar amounts~~ and ~~volume~~producing ofoil ~~our purchases from suppliers, a change in payment terms may have a material adverse effect on our liquidity~~ and ~~our ability to make payments to our suppliers and, consequently, may have a material adverse effect on us.~~gas;

•

~~Price~~limits ~~reductions~~on byaccess ~~suppliers of products that we sell could cause the value of our inventory~~ to ~~decline.~~capital ~~Also,~~and ~~these~~investor ~~price~~demands ~~reductions could cause our customers to demand lower sales prices~~ for ~~these~~capital ~~products, possibly decreasing our margins and profitability on sales to the extent that we purchased our inventory of these products at the higher prices prior to supplier price reductions.~~discipline;

•

The value of our inventory could decline as a result of manufacturer price reductions with respect to products that we sell. There is no assurance that a substantial decline in product prices would not result in a write-down of our inventory value. Such a write-down could have an adverse effect on our financial condition. Also, decreases in the ~~market~~level ~~prices~~ of ~~products~~drilling ~~that~~activity ~~we sell could cause customers to demand lower sales prices from us. These price reductions could reduce our margins~~ and ~~profitability~~drilling onrig ~~sales~~day ~~with respect to the lower-priced products. Reductions in our margins and profitability on sales could have a material adverse effect on us.~~rates;

•

16worldwide economic activity;

•

Anational ~~substantial~~government ~~decrease~~political ~~in the price of steel could significantly lower our product margin or cash flow.~~requirements;

•

Wechanges ~~distribute many products manufactured from steel. As a result, the price and supply of steel can affect our business and,~~ in ~~particular,~~governmental our pipe product category. When steel prices are lower, the prices that we charge customers for products may decline, which affects our product margin and cash flow. At times pricing and availability of steel can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, consolidation of steel producers, fluctuations in and the costs of raw materials necessary to produce steel, steel manufacturers’ plant utilization levels and capacities, import duties and tariffs and currency exchange rates. Increases in manufacturing capacity for steel-related products could put pressure on the prices we receive for such products. When steel prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sales prices and, consequently, lower product margin and cash flow.regulations;

•

Ifthe ~~steel~~impact ~~prices~~of ~~rise~~public health crises, wesuch ~~may~~as benew ~~unable~~virus tostrains ~~pass~~that ~~along~~result in the ~~cost~~return ~~increases~~of tolockdowns ~~our~~or ~~customers.~~other government restrictions, on worldwide demand for oil and gas;

•

~~We maintain inventories of steel products to accommodate~~ the ~~lead~~development ~~time requirements~~ of ~~our~~alternate ~~customers.~~energy ~~Accordingly,~~sources; we purchase steel products in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers and market conditions. Our commitments to purchase steel products are generally at prevailing market prices in effect at the time we place our orders. If steel prices increase between the time we order steel products and the time of delivery of the products to us, our suppliers may impose surcharges that require us to pay for increases in steel prices during the period. Demand for the products we distribute, the actions of our competitors and other factors will influence whether we will be able to pass on steel cost increases and surcharges to our customers, and we may be unsuccessful in doing so.

•

Ifenvironmental ~~existing tariffs and duties on imports of line pipe or certain of the other products that we sell are lifted, the U~~regulations.~~S. market could see an increased supply of less expensive products, which could adversely affect our business and results of operations.~~

~~U.S.~~If ~~law~~there ~~currently~~is ~~imposes~~a ~~tariffs~~significant ~~and~~reduction ~~duties~~in ondemand ~~imports~~for ofdrilling ~~certain pipe and steel products that we sell. If these tariffs and duties are lifted or reduced~~services, ~~our U.S. customers may decide to purchase these less expensive imported products rather than the higher-cost products~~ in ~~our~~cash ~~existing~~flows ~~inventory, which could materially and adversely affect our business and results~~ of ~~operations.~~drilling ~~The~~contractors, ~~increased~~well ~~supply~~servicing ofcompanies ~~these~~or ~~less~~production ~~expensive~~companies, ~~imported~~or ~~products~~in ~~could~~drilling ~~also drive down prices on our domestic~~ or ~~other~~well ~~alternate~~servicing ~~products~~rig ~~that~~utilization ~~compete with the imported products~~rates, ~~which~~then ~~could~~demand ~~adversely~~for ~~affect~~ our ~~margins,~~products ~~decrease~~will ~~the value of our inventory and result in a longer holding period for some of our inventory~~decline.

~~Changes~~Demand infor ~~trade~~our ~~policies,~~gas ~~including~~utilities ~~the~~products ~~imposition~~and orservices ~~elimination~~depends ofon ~~additional~~our ~~tariffs~~customers’ ~~and~~capital ~~duties,~~investment ~~could negatively impact our business~~programs, ~~financial~~which ~~condition~~may ~~and~~be ~~results~~reduced ofor ~~operations~~delayed.

~~The~~Gas ~~U.S.~~utilities ~~government~~must ~~has~~obtain ~~continued~~regulatory toapproval ~~impose~~for ~~Section~~many ~~232~~infrastructure ~~tariffs, Section 301 tariffs~~ and ~~various~~maintenance ~~dumping~~projects. ~~duties~~As ~~on steel and aluminum and~~ a ~~broad~~result, ~~range~~our ofrevenues ~~other~~depend ~~products~~in ~~imported~~part ~~into~~on the ~~U.S.~~timing ~~Changes in tariffs~~ and ~~duties~~magnitude ~~affect our material input costs. These tariffs and duties are subject to change. If these tariffs or duties were removed or adjusted down, it could drive down the costs~~ of ~~certain products and affect~~ our ~~inventory~~customers’ ~~value~~capital ~~which~~expenditure ~~could affect our margin negatively~~programs. InRegulatory ~~addition~~delays, ~~there~~adverse ~~could be additional trade actions or~~ rate ~~increases~~case ~~imposed~~outcomes, bypolitical ~~the~~considerations, ~~U.S. and these could also result in additional retaliatory actions by the U.S.’ trade partners. Given that we procure significant materials that we resell directly~~ or ~~indirectly from outside of the U.S., potential~~ changes in ~~U.S.~~economic ~~trade~~conditions ~~policy~~may ~~could~~cause ~~increase~~utilities ~~the~~to ~~cost or limit the availability of such raw materials~~postpone, ~~which~~scale ~~could hurt our competitive position and adversely impact our business~~back, ~~financial~~or ~~condition~~cancel ~~and results of operations~~projects. InAny ~~addition,~~such wereductions ~~sell~~or adelays ~~significant proportion of our products to customers outside of the U.S. Retaliatory actions by other countries~~ could ~~result~~reduce ~~in increases in the price of our products, which could limit~~ demand for ~~such~~our products, ~~hurt our global competitive position~~ and ~~have~~services ~~a material adverse effect on our business, financial condition~~ and ~~results~~materially ofadversely ~~operations.~~affect ~~While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on~~ our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows.

~~Risks~~Volatile ~~Relating~~oil toand ~~Legal~~gas ~~and~~prices ~~Regulatory~~affect ~~Matters~~demand for our products.

WeDemand ~~are~~for ~~subject~~our toproducts ~~strict~~is ~~environmental~~largely determined by current and anticipated oil and natural gas prices, ~~health~~and the related spending and ~~safety~~level ~~laws~~of activity by our customers, including spending on production and ~~regulations~~the level of drilling activities. Volatility or weakness in oil or natural gas prices (or the perception that ~~may~~oil ~~lead~~or tonatural ~~significant~~gas ~~liabilities~~prices will decrease) affects the spending pattern of our customers, and ~~have~~may aresult ~~material~~in ~~adverse~~the ~~effect~~drilling of fewer new wells or lower production spending on ~~our~~existing ~~business~~wells. This, ~~financial~~in ~~condition~~turn, could result in lower demand for our products. Any sustained decrease in capital expenditures in the oil and ~~results~~natural ofgas ~~operations~~industry could have a material adverse effect on us.

WePrices ~~are~~for ~~subject~~oil ~~to a variety of federal, state, local, foreign~~ and ~~provincial~~natural ~~environmental,~~gas ~~health~~are ~~and~~subject ~~safety~~to ~~laws,~~large ~~regulations~~fluctuations ~~and~~in ~~permitting~~response ~~requirements,~~to ~~including~~relatively ~~those~~minor ~~governing~~changes in the ~~discharge~~supply of ~~pollutants or hazardous substances into the air, soil or water, the generation, handling, use, management, storage~~ and ~~disposal~~demand ~~of,~~for oroil ~~exposure to, hazardous substances~~ and ~~wastes~~natural ~~(including greenhouse~~ gas ~~("GHG") emissions)~~, ~~the~~market ~~responsibility~~uncertainty toand ~~investigate~~a ~~and~~variety ~~clean~~of upother ~~contamination~~factors ~~and~~that ~~occupational~~are ~~health~~beyond ~~and~~our ~~safety~~control. ~~Regulations~~Any ~~and~~such ~~courts~~reduction ~~may~~in ~~impose~~operating ~~fines and penalties for non-compliance with applicable environmental~~budgets, ~~health~~reduction ~~and~~in ~~safety~~activity ~~requirements~~ and/or ~~the~~pricing ~~failure~~pressures, towould ~~have~~adversely oraffect toour ~~comply~~revenue ~~with the terms~~ and ~~conditions~~operating ~~of required permits~~performance. ~~Our failure to comply with~~

1715

~~applicable~~Many ~~environmental,~~factors ~~health~~affect ~~and~~the ~~safety~~supply ~~requirements~~of ~~could~~and ~~result~~demand ~~in fines, penalties, enforcement actions, third-party claims~~ for ~~property~~energy ~~damage~~ and ~~personal injury~~, ~~requirements to clean up property or to pay for the costs of cleanup or regulatory or judicial orders requiring corrective measures~~therefore, ~~including~~influence ~~the~~oil ~~installation of pollution control equipment or remedial actions. Certain laws~~ and ~~regulations,~~natural ~~such~~gas ~~as the Comprehensive Environmental Response~~prices, Compensation, and Liability Act (also known as “CERCLA” or the “U.S. federal Superfund law”) or its state and foreign equivalents, may impose the obligation to investigate and remediate contamination at a facility on current and former owners or operators or on persons who may have sent waste to that facility for disposal. These laws and regulations may impose liability without regard to fault or to the legality of the activities giving rise to the contamination.including:

•

Moreover, we may incur liabilities in connection with environmental conditions currently unknown to us relating to our existing, prior or future owned or leased sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. We believe that indemnities contained in certain of our acquisition agreements may cover certain environmental conditions existing at the ~~time~~level of ~~the~~domestic ~~acquisition, subject to certain terms, limitations~~ and ~~conditions.~~worldwide ~~However,~~oil if these indemnification provisions terminate or if the indemnifying parties do not fulfill their indemnification obligations, we may be subject to liability with respect to the environmental matters that those indemnification provisions address. In addition, environmental, health and ~~safety~~natural ~~laws~~gas ~~and~~production ~~regulations applicable to our business~~ and the business of our customers, including laws regulating the energy industry, and the interpretation or enforcement of these laws and regulations, are constantly evolving. It is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have on us.inventories;

•

~~Existing~~the orlevel ~~future~~of ~~laws,~~drilling ~~regulations,~~activity ~~court~~and ~~orders~~the oravailability ~~other~~of ~~public-~~attractive oroil ~~private-sector~~and ~~initiatives~~natural togas ~~limit~~field ~~greenhouse~~prospects, ~~gas~~which ~~emissions~~governmental oractions ~~relating~~may toaffect, ~~climate~~such ~~change~~as ~~may~~regulatory ~~reduce~~actions ~~demand~~or ~~for~~legislation, ~~our~~or ~~products~~other ~~and~~restrictions ~~services~~on ~~and~~drilling, ~~the~~including ~~physical~~those ~~effects~~related ofto ~~climate~~environmental ~~change~~concerns ~~could~~(e.g., ~~damage~~a ~~our~~temporary ~~assets~~moratorium oron ~~facilities,~~deepwater ~~adversely~~drilling ~~impacting~~in ~~our~~the ~~business,~~Gulf ~~results~~ of ~~operations,~~Mexico ~~and~~following ~~financial~~a ~~condition.~~rig accident or oil spill);

•

~~Continuing political and social attention to~~ the ~~issue~~discovery ofrate ~~climate change has resulted in both existing and proposed international agreements and national, regional, and local legislation and regulatory measures to limit GHG emissions. The implementation~~ of ~~these~~new ~~agreements,~~oil ~~including the Paris Agreement, the Europe Climate Law,~~ and ~~other~~natural ~~existing~~gas orreserves ~~future regulatory mandates, may adversely affect the demand for our products~~ and ~~services, impose taxes on us or our customers, require us or our customers to reduce GHG emissions from our technologies or operations, or accelerate~~ the ~~obsolescence~~expected cost of ~~our~~developing ~~products~~new ~~or services.~~reserves;

•

There is also increased focus by our customers, investors and other stakeholders on climate change, sustainability, and energy transition matters. Actions to address these concerns or negative perceptions of our industry or fossil fuel products and their relationship to the ~~environment~~actual ~~have~~cost ~~led to initiatives to conserve energy and promote the use~~ of ~~alternative~~finding ~~energy sources, which may reduce the demand for~~ and ~~production~~producing of oil and ~~gas~~natural ~~in areas of the world where our customers operate, and thus reduce future demand for our products and services.~~gas;

•

Wedepletion and our suppliers also may be subject to physical risks associated with climate change, such as increased severity and frequency of extreme weather events and more frequent short-term business disruptions as a result of severe weather such as flooding, storms, droughts, fires, snowstorms and other climatic events, which could impair our ability to effectively deliver products and services to our customers or to keep our operating costs aligned with expectations or cause destruction to our assets or facilities. While we carry insurance coverage standard within our industry to protect us against many of these risks, the potential physical effects of climate change are uncertain, and we may not carry adequate coverage to protect all of our assets or facilities from climate-related events. If any of these risks were realized, we could experience interruptions in supply or increases in costs that might result in our being unable to meet customer demand for our products and services, damage our relationships with our customers and reduce our market share, all of which could adversely affect our results of operations and financial condition.rates;

•

Wedomestic ~~may~~and ~~not~~worldwide ~~have~~refinery ~~adequate~~over ~~insurance~~capacity ~~for~~or ~~potential~~under ~~liabilities,~~capacity ~~including~~and ~~liabilities~~utilization ~~arising from litigation.~~rates;

•

In the ~~ordinary~~availability ~~course~~ of ~~business,~~transportation weinfrastructure ~~have,~~ and inrefining the future may, become the subject of various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, the products we distribute, employees and other matters, including potential claims by individuals alleging exposure to hazardous materials as a result of the products we distribute or our operations. Some of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of the businesses. The products we distribute are sold primarily for use in the energy industry, which is subject to inherent risks that could result in death, personal injury, property damage, pollution, release of hazardous substances or loss of production. In addition, defects in the products we distribute could result in death, personal injury, property damage, pollution, release of hazardous substances or damage to equipment and facilities. Actual or claimed defects in the products we distribute may give rise to claims against us for losses and expose us to claims for damages.capacity;

•

Weincreases ~~maintain~~in ~~insurance~~the tocost ~~cover certain~~ of ~~our~~products ~~potential~~that ~~losses,~~the oil and wegas ~~are~~industry ~~subject~~uses, tosuch ~~various~~as ~~self-retentions,~~those ~~deductibles~~that ~~and~~we ~~caps~~provide, ~~under~~which ~~our~~may ~~insurance.~~result Wefrom ~~face~~increases in the ~~following~~cost ~~risks~~of ~~with~~raw ~~respect~~materials tosuch ~~our~~as ~~insurance coverage:~~steel;

•

weshifts ~~may~~in ~~not~~end-customer bepreferences ~~able~~toward tofuel ~~continue~~efficiency toand ~~obtain~~the ~~insurance~~use onof ~~commercially~~natural ~~reasonable terms~~gas;

•

18the economic or political attractiveness of alternative fuels, such as coal, hydrocarbon, battery power, wind, solar energy and biomass-based fuels;

•

weincreases ~~may~~in ~~incur~~oil ~~losses~~and ~~from~~natural ~~interruption~~gas ofprices ~~our~~or ~~business~~historically ~~that~~high ~~exceed~~oil ~~our~~and ~~insurance~~natural ~~coverage~~gas prices, which could lower demand for oil and natural gas products;

•

weworldwide ~~may~~economic beactivity ~~faced~~including ~~with~~growth ~~types~~in ofnon-Organization ~~liabilities~~for ~~that~~Economic ~~will~~Co-operation ~~not~~and beDevelopment ~~covered~~countries, byincluding ~~our~~China ~~insurance~~and India;

•

~~our~~increased ~~insurance~~interest ~~carriers~~rates ~~may~~and ~~not~~the becost ~~able~~of ~~to meet their obligations under the policies~~capital; or

•

~~the~~national ~~dollar~~government ~~amount~~policies, ofincluding ~~any~~government ~~liabilities~~policies ~~may~~that ~~exceed~~could ~~our~~nationalize ~~policy~~or ~~limits.~~expropriate oil and natural gas, E&P, refining or transportation assets;

•

~~Even~~the aability ~~partially~~of ~~uninsured~~OPEC ~~claim, if successful~~ and ofnon-OPEC ~~significant~~countries ~~size,~~to ~~could~~set ~~have~~and ~~a material adverse effect on us. Finally, even in cases where we~~ maintain ~~insurance~~production ~~coverage,~~levels ~~our insurers may raise various objections~~ and ~~exceptions~~prices tofor ~~coverage that could make uncertain the timing and amount of any possible insurance recovery.~~oil;

•

~~Due~~the tolevel ~~our~~of ~~position~~production asby anon-OPEC ~~distributor, we are subject to personal injury, product liability and environmental claims involving allegedly defective products.~~countries;

•

Our customers use certain products we distribute in potentially hazardous applications that can result in personal injury, product liability and environmental claims. A catastrophic occurrence at a location where end-users use the ~~products~~impact weof ~~distribute~~armed ~~may result in us being named as a defendant in lawsuits asserting potentially large claims~~hostilities, ~~even though we did not manufacture the products. Applicable law may render us liable for damages without regard to negligence~~ or fault. In particular, certain environmental laws provide for joint and several and strict liability for remediation of spills and releases of hazardous substances. Certain of these risks are reduced by the ~~fact~~threat ~~that we are a distributor of products that third-party manufacturers produce, and, thus, in certain circumstances, we may have third-party warranty~~ or ~~other~~perception ~~claims against the manufacturer~~ of ~~products~~armed alleged to have been defective. However, there is no assurance that these claims could fully protect us or that the manufacturer would be able financially to provide protection. There is no assurance that our insurance coverage will be adequate to cover the underlying claims. Our insurance does not provide coverage for all liabilities (including liability for certain events involving pollution or other environmental claims).hostilities;

•

Wepublic ~~face~~health ~~risks~~crises, ~~associated~~such ~~with~~as ~~conducting~~the ~~business~~emergence of any new virus strains that result in ~~markets~~the ~~outside~~return of ~~the~~lockdowns ~~U.S.~~or ~~and~~other ~~Canada.~~government restrictions;

•

Weenvironmental currently conduct business in countries outside of the U.S. and Canada. We could be materially and adversely affected by economic, legal, political and regulatory developments in the countries in which we do business in the future or in which we expand our business, particularly those countries which have historically experienced a high degree of political or economic instability. Examples of risks inherent in conducting business in markets outside of the U.S. and Canada include:regulation;

•

~~changes~~import induties ~~the political~~ and ~~economic conditions in the countries in which we operate, including civil uprisings and terrorist acts~~tariffs;

•

~~unexpected~~technological ~~changes in regulatory requirements~~advances;

•

~~changes~~global inweather ~~tariffs~~conditions and natural disasters;

•

~~the~~currency ~~adoption of foreign or domestic laws limiting exports to or imports from certain foreign countries~~fluctuations; and

•

~~fluctuations~~tax ~~in currency exchange rates and the value of the U~~policies.~~S. dollar;~~

~~restrictions~~Oil and natural gas prices have been and are expected to remain volatile. U.S. rig count decreased from 589 rigs on ~~repatriation~~January 3, 2025 to 546 rigs on December 30, 2025. U.S. rig count averaged 561 rigs in 2025. The price for West Texas Intermediate crude was $57.21 per barrel at January 2, 2026, $73.79 per barrel on January 2, 2025 and $70.62 per barrel on January 2, 2024. As seen in January 2026 as compared to January 2025, there was a decrease of ~~earnings;~~$16.58, or 22%, indicating the price volatility and this historical volatility has caused oil and natural gas companies to change their strategies and expenditure levels from year to year. We have experienced in the past, and we will likely experience in the future, significant fluctuations in operating results based on these changes.

~~expropriation of property without fair compensation;~~16

~~governmental~~General ~~actions~~economic ~~that~~and ~~result~~geopolitical inconditions ~~the~~may ~~deprivation~~adversely ofaffect ~~contract~~our ~~or proprietary rights; and~~business.

~~the~~U.S. ~~acceptance~~and global general economic conditions affect many aspects of our business, ~~practices~~including ~~which~~demand ~~are~~for ~~not~~the ~~consistent~~products ~~with~~we distribute and the pricing and availability of supplies. General economic conditions and predictions regarding future economic conditions also affect our forecasts. A decrease in demand for the products we distribute or ~~are~~other ~~antithetical~~adverse effects resulting from an economic downturn may cause us to ~~prevailing~~fail to achieve our anticipated financial results. General economic factors beyond our control that affect our business ~~practices~~and wecustomers ~~are~~include ~~accustomed~~public health crises, interest rates, recession, inflation, deflation, customer credit availability, consumer credit availability, consumer debt levels, performance of housing markets, energy costs, tariffs, tax rates and policy, unemployment rates, commencement or escalation of war or hostilities, the threat or possibility of war, terrorism or other global or national unrest, political or financial instability, and other matters that influence our customers’ spending. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency or increase in ~~North~~magnitude. ~~America~~Fluctuations ~~including~~in ~~export~~foreign ~~compliance~~currency exchange rates, particularly in countries where we operate or source products, may affect our revenue, costs, margins or cash flows. Currency volatility could also affect the valuation of inventory and ~~anti-bribery~~receivables ~~practices~~and complicate working capital management. In addition, worldwide economic conditions could have an adverse effect on our business, prospects, operating results, financial condition and ~~governmental~~cash ~~sanctions~~flows.

IfOur webusiness ~~begin~~may ~~doing~~be ~~business~~materially inadversely aaffected ~~foreign~~by ~~country~~any innegative ~~which~~impact weon dothe ~~not~~global ~~presently~~economy ~~operate,~~and wecapital ~~may~~markets ~~also~~resulting ~~face~~from ~~difficulties~~military inconflicts ~~operations~~or other geopolitical tensions. The extent and ~~diversion~~duration of ~~management~~military ~~time~~conflicts, insanctions, ~~connection~~trade ~~with~~controls ~~establishing~~and ~~our~~resulting ~~business~~market ~~there~~disruptions are impossible to predict, but could be substantial.

WeIf ~~are~~our ~~subject~~product tocosts ~~U.S.~~became ~~and~~subject ~~other~~to ~~anti-corruption~~significant ~~laws,~~future ~~trade~~inflationary ~~controls~~pressures, ~~economic~~then ~~sanctions, and similar laws and regulations, including those in the jurisdictions where~~ we ~~operate.~~may ~~Our~~not ~~failure~~be able to ~~comply~~fully ~~with~~offset these ~~laws~~higher ~~and~~costs ~~regulations~~through ~~could~~price ~~subject us to civil, criminal and administrative penalties and harm our reputation~~increases.

~~Doing~~Inflationary ~~business~~pressures ~~on a worldwide basis requires us to comply with the laws~~ and ~~regulations~~supply ofchain ~~the~~disruptions ~~U.S.~~could ~~government~~result ~~and~~in ~~various~~further ~~foreign~~increases ~~jurisdictions.~~to ~~These laws and regulations place restrictions on~~ our ~~operations,~~operating ~~trade practices, partners~~ and ~~investment~~capital ~~decisions.~~costs Inthat ~~particular, our operations~~ are ~~subject~~not ~~to U~~fixed.S. ~~and foreign anti-corruption and trade control laws and regulations~~Additionally, ~~such~~these aseconomic ~~the~~variables ~~Foreign~~could ~~Corrupt~~lead ~~Practices~~to ~~Act~~a ~~(“FCPA”),~~renegotiation ~~export~~of ~~controls~~contracts and/or ~~economic~~supply ~~sanctions programs~~agreements, ~~including~~among ~~those administered by the U~~others.S. ~~Treasury~~These ~~Department’s~~economic ~~Office~~variables ofare ~~Foreign~~beyond ~~Assets~~our ~~Control~~control ~~(“OFAC”).~~and Asmay aadversely ~~result~~impact ofour ~~doing~~ business, infinancial ~~foreign countries and with foreign partners~~condition, weresults ~~are exposed to a heightened risk~~ of ~~violating~~operations ~~anti-corruption~~ and ~~trade~~future ~~control~~cash ~~laws and sanctions regulations~~flows.

19We may be adversely impacted by holding more inventory than can be sold in a commercial time frame.

~~The~~A ~~FCPA~~fundamental ~~prohibits~~aspect ~~us from providing anything~~ of ~~value~~our ~~to foreign officials for the purposes of obtaining or retaining~~ business oris ~~securing any improper business advantage. It also requires us~~ to ~~keep~~have ~~books~~inventory ~~and~~available ~~records~~for ~~that~~customers ~~accurately~~when ~~and~~they ~~fairly~~need ~~reflect the Company’s transactions~~it. AsIf ~~part of our business,~~ we ~~may deal with state~~over-~~owned~~estimate ~~business enterprises,~~ the ~~employees~~amount of ~~which~~inventory ~~are~~that ~~considered~~can ~~foreign~~be ~~officials~~sold ~~for~~in ~~purposes~~a ofcommercial ~~the~~time ~~FCPA.~~frame Inor ~~addition,~~if ~~the~~market ~~United~~demand ~~Kingdom~~for ~~Bribery~~a ~~Act~~product ~~(the~~drops ~~“Bribery~~unexpectedly, ~~Act”)~~we ~~extends~~may ~~beyond~~be ~~bribery~~forced ~~of foreign public officials and also apply~~ to ~~transactions~~sell ~~with individuals that a government does not employ. The provisions of~~ the ~~Bribery~~product ~~Act~~at ~~are~~substantially ~~also~~lower ~~more onerous than the FCPA in a number of other respects~~prices, ~~including~~scrap ~~jurisdiction, non-exemption of facilitation payments and penalties. Some of~~ the ~~international~~product ~~locations~~or inwrite ~~which~~down weits ~~operate~~carrying ~~lack a developed legal system and have higher than normal levels of corruption~~value. ~~Our~~This ~~continued~~can ~~expansion~~adversely ~~outside~~impact ~~the U.S., including in developing countries, and~~ our ~~development of new partnerships and joint venture relationships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in the future~~business.

~~Economic~~We ~~sanctions~~may ~~programs~~be ~~restrict~~unable ~~our~~to ~~business~~compete ~~dealings~~successfully with ~~certain~~other ~~sanctioned~~companies ~~countries,~~in ~~persons and entities. In addition, because we act as a distributor, we face the risk that~~ our customers might further distribute our products to a sanctioned person or entity, or an ultimate end-user in a sanctioned country, which might subject us to an investigation concerning compliance with the OFAC or other sanctions regulationsindustry.

Violations of anti-corruption and trade control laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We ~~have~~sell ~~established~~products ~~policies~~in ~~and~~very ~~procedures~~competitive ~~designed to assist our compliance with applicable U~~markets.S. ~~and~~In ~~international~~some ~~anti-corruption and trade control laws and regulations~~cases, ~~including~~we ~~the~~compete ~~FCPA,~~with ~~the~~large ~~Bribery~~companies ~~Act and trade controls and sanctions programs administered by the OFAC, and have trained our employees to comply~~ with ~~these~~substantial ~~laws and regulations~~resources. ~~However,~~In ~~there can be no assurance that all of our employees, consultants, agents or~~ other ~~associated persons will not take actions in violation of our policies and these laws and regulations~~cases, ~~and that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which~~ we ~~may~~compete ~~engage~~with orsmaller ~~provide~~regional acompanies ~~defense to any alleged violation. In particular, we may be held liable for the actions~~ that ~~our local, strategic or joint venture partners take inside or outside of the U.S., even though our partners~~ may ~~not~~increasingly be ~~subject~~willing to ~~these~~provide ~~laws.~~similar ~~Such~~products aat ~~violation,~~lower ~~even~~prices. ifCertain ~~our~~of ~~policies~~these ~~prohibit~~competitors ~~it,~~may ~~could~~ have agreater ~~material adverse effect on our reputation~~financial, ~~business,~~technical ~~financial condition~~ and ~~results~~marketing ofresources ~~operations.~~than ~~In addition~~us, ~~various state~~ and ~~municipal~~may ~~governments,~~be ~~universities and other investors maintain prohibitions or restrictions on investments~~ in ~~companies~~a ~~that~~better docompetitive ~~business~~position. ~~with~~The ~~sanctioned~~following ~~countries,~~competitive ~~persons~~actions ~~and~~can ~~entities,~~each ~~which could~~ adversely affect ~~the market for~~ our ~~common~~revenues ~~stock~~ and ~~other securities.~~earnings:

•

~~Compliance~~price ~~with and~~ changes ~~in laws and regulations in the countries in which we operate could have a significant financial impact and effect how and where we conduct our operations.~~;

•

Wevendors ~~have operations in the U.S. and in other countries that can be impacted by expected and unexpected changes in the business and legal environments in the countries in which we operate. Compliance~~ with ~~and~~better changes in laws, regulations, and other legal and business issues could impact our ability to manage our costs and to meet our earnings goals. Compliance related matters could also limit our ability to do business in certain countries. Changes that could have a significant cost to us include new legislation, new regulations, or a differing interpretation of existing laws and regulations, changes in tax law or tax rates, the unfavorable resolution of tax assessments or audits by various taxing authorities, the expansion of currency exchange controls, export controls or additional restrictions on doing business in countries subject to sanctions in which we operate or intend to operate.terms;

•

~~Risks~~consolidation ~~Relating~~in tothe ~~Our~~industry; ~~Common Stock~~

•

~~The~~investments ~~market~~in ~~price~~technology ofand ~~our~~fulfillment; ~~shares may fluctuate widely.~~and

•

~~The~~improvements ~~market~~in ~~price~~availability ofand ~~our common stock may fluctuate widely, depending upon many factors, some of which may be beyond our control, including:~~delivery.

We could experience a material adverse effect to the extent that our competitors are successful in reducing our customers’ ~~significant~~purchases of products from us. Competition could also cause us to lower our prices, which could reduce our margins and profitability. Furthermore, consolidation in our industry could heighten the impacts of the competition on our business and results of operations discussed above, particularly if consolidation results in competitors with stronger financial and strategic resources, and could also result in increases to the prices we are required to pay for acquisitions we may make in the future. In addition, certain foreign jurisdictions and government-owned petroleum companies located in some of the countries in which we operate have adopted policies or ~~dispositions;~~regulations which may give local nationals in these countries competitive advantages. Competition in our industry could lead to lower revenues and earnings.

~~the failure of our operating results to meet the estimates of securities analysts or the expectations of our stockholders;~~17

~~changes~~Demand infor ~~earnings~~our ~~estimates~~sales byof ~~securities~~the ~~analysts~~products orwe ~~our~~distribute ~~ability~~could decrease if the manufacturers of those products were to ~~meet~~instead sell a substantial amount of goods directly to our ~~earnings~~customers ~~guidance;~~in the sectors we serve.

~~the~~Historically, ~~operating~~users of pipes, valves and ~~stock~~fittings ~~price~~and ~~performance~~related products have purchased certain amounts of these products through distributors and not directly from manufacturers. If customers were to purchase the products that we sell directly from manufacturers, or if manufacturers sought to increase their efforts to sell directly to end-users, we could experience a significant decrease in profitability. These or other ~~comparable~~developments ~~companies;~~that remove us from, or limit our role in, the distribution chain, may harm our competitive position in the marketplace and reduce our sales and earnings and adversely affect our business.

~~overall~~We ~~market~~may ~~fluctuations~~need ~~and~~additional ~~general~~capital ~~economic~~in ~~conditions;~~the future, and it may not be available on acceptable terms, or at all.

~~the~~We ~~other~~may ~~factors~~require ~~described~~more incapital ~~these “Risk Factors” and elsewhere~~ in ~~this~~the ~~Form~~future ~~10-K.~~to:

•

~~Stock~~fund ~~markets~~our inoperations ~~general~~(including, ~~have~~but ~~also~~not ~~experienced~~limited ~~volatility that has often been unrelated~~ to, ~~the~~working ~~operating~~capital ~~performance~~requirements ofsuch aas ~~particular company. These broad market fluctuations could negatively affect the trading price of our common stock.~~inventory);

•

20finance investments in equipment and infrastructure needed to maintain and expand our distribution capabilities;

•

~~Your~~enhance ~~percentage~~and ~~ownership~~expand inthe usrange ~~may~~of beproducts ~~diluted~~we inoffer; ~~the future.~~and

•

Asrespond ~~with~~to ~~any~~potential ~~publicly~~strategic ~~traded company~~opportunities, ~~your~~such ~~percentage~~as ~~ownership~~investments, ~~in us may be diluted in the future because of equity issuances for~~ acquisitions, ~~capital market transactions or otherwise, including, without limitation, equity awards that we expect will be granted to our directors, officers~~ and ~~employees~~international expansion.

We ~~cannot~~can ~~assure~~give ~~you~~no assurance that weadditional financing will ~~pay~~be ~~dividends~~available on terms favorable to us, or at all. The terms of available financing may place limits on our ~~common~~financial ~~stock~~and operating flexibility. If adequate funds are not available on acceptable terms, we may be forced to reduce our operations or delay, limit or abandon expansion opportunities. Moreover, even if we are able to continue our operations, the failure to obtain additional financing could reduce our competitiveness.

We do not ~~currently~~have ~~pay~~long-term ~~dividends~~contracts onor ~~our~~agreements ~~common~~with ~~stock.~~many ~~We currently intend to retain our future earnings to support the growth and development~~ of our ~~business~~customers. The ~~payment~~contracts ofand ~~future~~agreements ~~cash~~that ~~dividends,~~we ifdo ~~any,~~have ~~will~~generally bedo atnot ~~the~~commit ~~discretion of~~ our ~~Board~~customers ofto ~~Directors~~any ~~and~~minimum ~~will~~purchase ~~depend~~volume. ~~upon,~~The ~~among~~loss ~~other things, our financial condition, results~~ of ~~operations,~~a ~~capital~~significant ~~requirements~~customer ~~and~~may ~~development~~have ~~expenditures,~~a ~~future~~material ~~business~~adverse ~~prospects~~effect ~~and~~on ~~any restrictions imposed by future debt instruments~~us.

~~Certain~~Given ~~provisions~~the innature of our ~~corporate~~business, ~~documents~~ and ~~Delaware~~consistent ~~law~~with industry practice, we do not have long-term contracts with many of our customers. In addition, our contracts generally do not commit our customers to any minimum purchase volume. Therefore, a significant number of our customers may ~~prevent~~terminate their relationships with us or ~~delay~~reduce antheir ~~acquisition~~purchasing volume at any time. Furthermore, the long-term customer contracts that we do have are generally terminable without cause on short notice. The products that we may sell to any particular customer depend in large part on the size of ~~our~~that ~~company~~customer’s capital expenditure budget in a particular year and on the results of competitive bids for major projects. Consequently, ~~even~~a ifcustomer that ~~change~~accounts for a significant portion of our sales in one fiscal year may berepresent ~~considered~~an ~~beneficial~~immaterial byportion ~~some~~of our sales in subsequent fiscal years. The loss of a significant customer, or a substantial decrease in a significant customer’s orders, may have an adverse effect on our ~~stockholders~~sales and revenue.

~~The~~In ~~existence~~addition, ofwe ~~some~~are ~~provisions~~subject to customer audit clauses in many of our ~~certificate~~multi-year ofcontracts. ~~incorporation~~If ~~and~~we ~~bylaws~~are ~~and~~not ~~Delaware~~able ~~law~~to ~~could~~provide ~~discourage,~~the ~~delay~~proper documentation or ~~prevent~~support afor ~~change~~invoices inper ~~control~~the ofcontract usterms, ~~that~~we amay ~~stockholder~~be ~~may~~subject ~~consider~~to ~~favorable.~~negotiated ~~These~~settlements ~~include~~with ~~provisions:~~our major customers.

~~providing~~Changes in our ~~Board~~customer ofand ~~Directors~~product ~~with~~mix, as well as the ~~right~~timing, complexity and cyclical nature of our project-based work, could cause our margins and operating results to ~~issue~~fluctuate ~~preferred~~and ~~stock~~adversely ~~without~~affect ~~stockholder~~our ~~approval;~~competitive position.

~~prohibiting~~From ~~stockholders~~time to time, we may experience changes in our customer mix and product mix. Changes in our customer mix may result from ~~taking~~business ~~action~~acquisitions, geographic expansion, routine selling activities within existing markets and targeted efforts to reach new customer segments. Product mix changes may also arise from acquisitions, marketing initiatives and evolving needs communicated by ~~written~~existing ~~consent;~~and prospective customers. If customers increasingly require lower-margin products or if competitive pressures require pricing concessions or less favorable terms, our product margins and overall financial performance could be adversely affected.

~~restricting~~A ~~the~~meaningful ~~ability~~portion of our ~~stockholders~~business also depends on project-based activity that can be cyclical and susceptible to ~~call~~delay aor ~~special~~cancellation. ~~meeting;~~Our results may fluctuate based on the timing of contract awards, project start dates, scope changes, execution schedules and completion timelines. Delays in obtaining awards, shifts in project timing, extended development cycles or cancellations can result in significant period-to-period volatility in our revenue, operating results, financial condition and cash flows.

~~providing~~Many of these projects directly or indirectly involve complex design, engineering, financing, permitting, procurement and construction phases that ~~the~~can ~~number~~occur ofover ~~directors~~extended ~~will~~time beperiods, ~~filled~~sometimes byseveral ~~the~~years. ~~Board~~We ofhave ~~Directors~~encountered, and ~~vacancies~~may oncontinue ~~the~~to ~~Board~~encounter, ofproject ~~Directors~~delays, ~~including~~cost ~~those~~increases, ~~resulting~~supply-chain ~~from~~or anlabor ~~enlargement~~constraints, ofand ~~the~~other ~~Board~~execution ofchallenges. ~~Directors~~If we are unable to effectively manage these risks, ~~will~~accurately beestimate ~~filled~~costs, byor ~~the~~recover ~~Board~~increases ofthrough ~~Directors;~~contractual protections or change orders, our margins and competitive position could be negatively impacted.

~~requiring cause and an affirmative vote of at least 80 percent of the voting power of the then-outstanding voting stock to remove directors;~~18

~~requiring~~Customer ~~the~~credit ~~affirmative~~risks ~~vote~~could ofresult atin ~~least 80 percent of the voting power of the then-outstanding voting stock to amend certain provisions of our certificate of incorporation and bylaws; and~~losses.

~~establishing~~The ~~advance~~concentration ~~notice~~of ~~requirements~~our ~~for~~customers ~~nominations~~in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform ongoing credit evaluations of ~~candidates~~our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for ~~election~~expected credit losses, we cannot assure these reserves will be sufficient to ~~our~~meet ~~Board~~write-offs of ~~Directors~~uncollectible receivables or ~~for~~that ~~stockholder~~our ~~proposals~~losses from such receivables will be consistent with our expectations.

InWe ~~addition, we are subject to Section 203 of the Delaware General Corporation Law (the “DGCL”) which~~ may ~~have~~be anunable ~~anti-takeover effect with respect~~ to ~~transactions~~successfully ~~not~~execute ~~approved~~or ineffectively ~~advance~~integrate ~~by our Board of Directors, including discouraging takeover attempts that could have resulted in a premium over the market price for shares of our common stock~~acquisitions.

WeOne ~~believe~~of ~~these~~our ~~provisions~~key ~~protect~~operating ~~our~~strategies ~~stockholders~~is ~~from~~to ~~coercive~~selectively orpursue ~~otherwise~~acquisitions, ~~unfair~~including ~~takeover~~large ~~tactics~~scale byacquisitions, ~~requiring~~to ~~potential~~continue ~~acquirers~~ to ~~negotiate~~grow ~~with~~and ~~our~~increase ~~Board~~profitability. However, acquisitions, particularly of ~~Directors~~a significant scale, involve numerous risks and byuncertainties, ~~providing~~including ~~our~~intense ~~Board~~competition for suitable acquisition targets, the potential unavailability of ~~Directors~~financial ~~with~~resources ~~more~~necessary ~~time~~to consummate acquisitions in the future, increased leverage due to ~~assess~~additional ~~any~~debt financing that may be required to complete an acquisition, ~~proposal.~~dilution ~~These~~of ~~provisions~~our ~~are~~stockholders’ ~~not~~net ~~intended~~current book value per share if we issue additional equity securities to ~~make~~finance ~~our~~an ~~company~~acquisition, ~~immune~~difficulties ~~from~~in ~~takeovers.~~identifying ~~However~~suitable acquisition targets or in completing any transactions identified on sufficiently favorable terms, ~~these~~assumption ~~provisions~~of ~~apply~~undisclosed ~~even~~or ifunknown liabilities and the ~~offer~~need to obtain regulatory or other governmental approvals that may be ~~considered~~necessary ~~beneficial~~to bycomplete ~~some~~acquisitions. ~~stockholders~~In ~~and~~addition, ~~could~~any ~~delay~~future oracquisitions ~~prevent~~may anentail ~~acquisition~~significant ~~that~~transaction ~~our~~costs ~~Board~~and ofrisks ~~Directors~~associated ~~determines~~with isentry ~~not~~into innew markets. In particular, large-scale acquisitions increase the ~~best~~complexity ~~interests~~and risk of ~~our~~converting ~~company~~and integrating ERP and ~~our~~other ~~stockholders~~core business systems, which may require extended stabilization periods, incremental costs and management attention and could disrupt critical business processes.

21Even when acquisitions are completed, integration of acquired entities can involve significant difficulties, such as:

•

~~ITEM~~failure ~~1B. UNRESOLVED~~to ~~STAFF~~achieve ~~COMMENTS~~cost savings or other financial or operating objectives with respect to an acquisition;

•

~~None.~~complications and issues resulting from the integration/conversion of ERP systems, including data-migration errors or loss of information, disruption across order-to-cash and procure-to-pay processes (for example, order entry, inventory visibility, shipping and receiving, invoicing and collections and vendor payments), instability of customer and supplier integrations, the need for manual workarounds, increased error rates and delays and the risk that anticipated benefits are delayed or not realized);

•

~~ITEM~~strain ~~1C. CYBERSECURITY~~on the operational and managerial controls and procedures of our business, and the need to modify systems or to add management resources;

•

~~Cyber~~difficulties ~~Risk~~in ~~Management~~the integration and ~~Strategy~~retention of customers or personnel and the integration and effective deployment of operations or technologies;

•

~~The~~amortization ~~Company recognizes the increasing significance~~ of ~~cybersecurity~~acquired ~~threats in today's digital landscape and has implemented a cyber risk management program to identify~~assets, ~~assess,~~which ~~manage,~~would ~~mitigate~~reduce ~~and~~future ~~respond~~reported to cybersecurity threats. This program is integrated within the Company's enterprise risk management program. Our approach is designed to safeguard sensitive information, protect critical assets and maintain the integrity of our operations.earnings;

•

~~Regular~~possible ~~assessments~~adverse ofshort-term ~~cyber~~effects ~~risks,~~on ~~taking~~our ~~into~~cash ~~account~~flows ~~the~~or ~~evolving~~operating ~~threat landscape, technological advancements and changes in our business operations.~~results;

•

~~Proactive~~diversion ~~identification and mitigation~~ of ~~vulnerabilities~~management’s inattention ~~our~~from ~~information~~the ~~systems~~ongoing ~~through~~operations ~~regular~~of ~~scanning,~~our ~~testing and patch management.~~business;

•

~~Implementing~~integrating ~~and~~personnel ~~continuously~~with ~~monitoring~~different ~~security~~organizational controls, including firewalls, intrusion detection systems, encryption and access controls, to safeguard against unauthorized access and data breaches. Our controls are based on the latest Center of Internet Security (CIS) Critical Security Controls best practices for cybersecurity and the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF).cultures;

•

~~Regular~~coordinating ~~testing~~sales ~~of our Cyber Incident Response Plan through tabletop exercises to ensure a swift, coordinated~~ and ~~effective~~marketing response in the event of cyber incidents to minimize impact on operations. As part of our cyber incident response process, we also engage third-party experts as needed, such as external legal advisors and cybersecurity forensic firms.functions;

•

~~Governance~~failure to obtain and retain key personnel of an acquired business; and

•

~~Our~~assumption ~~governance~~of ~~structure~~known isor ~~designed~~unknown tomaterial ~~ensure~~liabilities ~~effective~~or ~~oversight~~regulatory ~~and~~non-compliance ~~management of cybersecurity risks:~~issues.

~~The~~Failure ~~Board~~to ofmanage ~~Directors~~these isacquisition ~~actively~~risks ~~engaged~~could inhave ~~overseeing~~an ~~cybersecurity~~adverse ~~matters,~~effect ~~receiving~~on ~~regular briefings and ensuring alignment between cybersecurity strategy and overall business strategy~~us.

AWe ~~dedicated~~may ~~committee~~continue ~~oversees~~to ~~cybersecurity~~experience ~~governance,~~challenges ~~assessing~~with ~~policies,~~the ~~practices~~stabilization ~~and~~of ~~risk~~the ~~mitigation~~U.S. ~~strategies~~ERP ~~and~~system ~~ensuring~~inherited ~~alignment~~from ~~with~~MRC ~~industry best practices~~Global.

~~Our~~Prior ~~executive~~to ~~leadership~~the ~~team~~Mergers, ~~actively~~MRC ~~participates~~Global inhad commenced the ~~development~~implementation of its new cloud-based ERP system for the U.S. segment. The combined company continues to address configuration, data-migration and ~~execution~~stabilization ofmatters ~~cybersecurity~~arising ~~strategy~~from that implementation. Large-scale implementations are complex and may require extended stabilization. Disruptions or deficiencies in configuration, ~~reinforcing~~data ~~the~~migration, ~~importance~~testing ofor ~~cybersecurity~~deployment—or atin ~~the~~related ~~highest~~change-management—could ~~levels~~adversely ofaffect ~~the~~order-to-cash ~~organization~~and procure-to-pay processes (e.g., order entry and fulfillment, inventory visibility, shipping/receiving, pricing and invoicing, collections, vendor payments, and customer/supplier integrations). During stabilization, manual workarounds and reconciliations may increase errors, delays and costs, and could delay synergy realization.

~~IT and Cybersecurity reports to the Chief Administrative and Information Officer (CAIO) who provides updates to the dedicated committee.~~19

~~Regulatory~~The ~~Compliance~~integration of disparate systems also present risks of data-migration errors, loss or corruption of information, interface failures between legacy and new applications, and limitations in underlying infrastructure or third-party services. These issues could cause service interruptions, missed obligations, shipment delays, inventory imbalances, customer or supplier dissatisfaction, and negatively affect revenues, margins, cash flows and working capital. The complexity of changes may heighten cybersecurity and privacy risks and make incidents harder to detect, contain and remediate, requiring significant remediation and recovery efforts.

WeThese ~~remain~~system ~~committed~~changes toalso ~~complying~~affect ~~with~~our ~~all~~financial ~~relevant~~reporting ~~cybersecurity~~environment. ~~regulations~~During and ~~standards~~after ~~applicable~~stabilization, towe ~~our~~may ~~industry.~~experience ~~Our~~control ~~governance~~design ~~structure~~or isoperating ~~designed~~deficiencies, toincreased ~~adapt~~reliance on manual procedures and higher remediation and audit costs. If we are unable to ~~evolving~~timely design, implement and maintain effective ICFR and disclosure controls, we could record audit adjustments, delay external reporting, or identify one or more material weaknesses, which could trigger regulatory ~~requirements~~scrutiny or litigation and ~~industry~~adversely ~~best~~affect ~~practices~~investor confidence and financing costs.

~~While~~We wedepend ~~believe~~on ~~our~~qualified ~~current~~personnel ~~measures~~and ~~are~~implementation ~~robust~~partners. Resource shortages, weturnover, ~~recognize~~competing integration priorities, vendor performance issues or technical constraints could extend timelines, increase costs or force re-sequencing. We may not realize expected efficiencies, cost savings or other benefits, or such benefits may be delayed. Failure to effectively stabilize and integrate the ~~dynamic~~ERP ~~nature~~and ofother ~~cyber~~core ~~threats~~systems on schedule and ~~continually~~within ~~refine~~budget could adversely affect our ~~approach~~business, tofinancial ~~remain~~condition, ~~vigilant~~results of operations and ~~responsive~~cash flows. See “Controls and Procedures” (Part II, Item 9A) and “Cybersecurity” (Part I, Item 1C).

~~This~~We ~~disclosure~~are ~~provides stakeholders with~~ a ~~comprehensive~~holding ~~overview~~company ~~of the organization's cyber risk management, strategy~~ and ~~governance~~depend ~~practices,~~upon ~~demonstrating~~our asubsidiaries ~~commitment~~for ~~towards~~our ~~proactive~~cash ~~cybersecurity measures and compliance~~flow.

NoWe ~~unauthorized~~are ~~access~~a toholding ~~customer,~~company. ~~vendor,~~Our ~~supplier,~~subsidiaries ~~joint~~conduct ~~venture,~~all ~~employee~~of or our ~~data~~operations ~~occurred~~and asown asubstantially ~~result~~all of ~~cybersecurity~~our ~~incidents~~assets. ~~against~~Consequently, usour ~~that~~cash ~~has~~flow ~~had~~and aour ~~material~~ability ~~adverse~~to ~~effect~~meet on our ~~business,~~obligations ~~operations,~~ or ~~consolidated~~to ~~financial~~make ~~condition.~~other ~~See~~distributions ~~additional~~in ~~information~~the ~~about~~future will depend upon the cash flow of our ~~cybersecurity~~subsidiaries ~~risks~~and ~~under~~our ~~Risks~~subsidiaries’ ~~Relating~~payment toof ~~Our~~funds ~~Business~~to us in ~~Item1(a)~~the ~~Risk~~form ~~Factors~~of dividends, tax sharing payments or otherwise.

22The ability of our subsidiaries to make any payments to us will depend on their earnings, the terms of their current and future indebtedness, tax considerations and legal and contractual restrictions on the ability to make distributions.

~~ITEM~~Our 2subsidiaries are separate and distinct legal entities. ~~PROPERTIES~~ Any right that we have to receive any assets of or distributions from any of our subsidiaries upon the bankruptcy, dissolution, liquidation or reorganization, or to realize proceeds from the sale of their assets, will be junior to the claims of that subsidiary’s creditors, including trade creditors and holders of debt that the subsidiary issued.

AsIf ofwe ~~December~~lose ~~31,~~any ~~2024,~~of our ~~three~~key ~~reporting segments~~personnel, ~~the~~we ~~United~~may ~~States,~~be ~~Canada~~unable ~~and~~to ~~International,~~effectively ~~had~~manage approximately 110 locations, 40 locations and 15 locations, respectively. International countries include: Australia, England, Kuwait, the Netherlands, Norway, Scotland, Singapore and UAE. Our properties are comprised of offices, supercenters and branches, approximately 85% of which are leased. One owned facility is pledged as collateral under our ~~senior~~business ~~secured~~or ~~revolving~~continue ~~credit facility discussed in Note 11 “Debt” of the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K); none of~~ our ~~owned facilities are subject to mortgages~~growth.

~~ITEM~~Our 3future performance depends to a significant degree upon the continued contributions of our management team and our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. ~~LEGAL~~ ~~PROCEEDINGS~~In particular, we rely on our sales and marketing teams to create innovative ways to generate demand for the products we distribute. The loss or unavailability to us of any member of our management team or a key sales or marketing employee could have a material adverse effect on us to the extent we are unable to timely find adequate replacements. We face competition for these professionals from our competitors, our customers and other companies operating in our industry. We may be unsuccessful in attracting, hiring, training and retaining qualified personnel.

WeInterruptions ~~have various claims, lawsuits and administrative proceedings that are pending or threatened, all arising~~ in the ~~ordinary~~proper ~~course~~functioning of ~~business,~~our ~~with~~information ~~respect to commercial~~systems, ~~product~~including ~~liability~~as ~~and~~a ~~employee~~result ~~matters.~~of ~~Although~~cyber noincidents, ~~assurance~~deficiencies ~~can~~in beour ~~given~~cybersecurity ~~with respect to the outcome of these~~ or ~~any~~disruptions ~~other~~involving ~~pending~~third-party ~~legal~~service ~~and~~providers, ~~administrative~~could ~~proceedings~~compromise ~~and~~data, ~~the~~disrupt ~~effect~~operations, ~~such~~impair ~~outcomes~~financial ~~may have~~reporting, weexpose ~~believe~~us ~~any~~to ~~ultimate~~ liability ~~resulting~~and ~~from~~regulatory ~~the outcome of such claims~~scrutiny, ~~lawsuits~~and oradversely ~~administrative~~affect ~~proceedings will not have a material adverse effect on~~ our ~~consolidated~~ financial ~~position,~~ results ~~of operations or cash flows. See Note 14 “Commitments~~ and ~~Contingencies” of~~ the ~~Notes~~market toprice ~~Consolidated Financial Statements (Part IV, Item 15~~ of ~~this~~our ~~Form 10-K) for additional information~~stock.

~~ITEM~~The 4proper functioning of our information systems is critical to the successful operation of our business. ~~MINE~~ ~~SAFETY~~We ~~DISCLOSURES~~increasingly rely on complex information technology systems and third-party service providers to process orders, track credit risk, manage inventory, monitor accounts receivable collections, purchase products from our vendors, ship products to our customers on a timely basis and maintain cost-effective operations. Any failure, interruption, or deficiency in these systems—including those caused by natural disasters, power losses, telecommunications failures, significant system changes (such as the stabilization of MRC Global's U.S. ERP system), security breaches, cyber incidents, or other disruptive events—could impair our ability to procure products, process and ship orders, maintain inventory levels, collect receivables or pay obligations, and could hinder our ability to integrate our systems with those of our customers.

~~Not~~As ~~Applicable~~our reliance on technology has increased, so have the risks to our systems, whether internal or those operated by third parties. Cyber incidents—such as unauthorized access, data corruption, system disruption, theft of confidential or proprietary information and the misuse or malicious use of artificial intelligence—continue to grow in frequency and sophistication. Additionally, the rapid evolution and increased availability of artificial intelligence and machine learning technologies may intensify cybersecurity risks by making targeted attacks more sophisticated and cybersecurity incidents more difficult to detect, contain and mitigate. These events could result in operational interruptions, exposure of private data, financial loss, reputational harm, legal claims, and regulatory scrutiny. They could also impair our financial reporting processes, potentially resulting in unreliable financial data or delays in our ability to produce required filings.

2320

~~PART~~Although IIwe maintain programs intended to identify, assess and manage these risks, including controls designed to protect against unauthorized access and program changes, no controls can eliminate all risk. Our security measures may be undermined by evolving technologies, actions of outside parties, employee error, malfeasance or other factors. A significant systems failure or cyber incident could require substantial remediation costs, result in the loss of critical data, interrupt our ability to manage inventories or process transactions, reduce customer loyalty, and expose us to liability. Any such event could adversely affect our results of operations, cash flows, financial condition and the market price of our stock. See Cybersecurity (Part I, Item 1C of this Form 10-K).

~~ITEM~~The ~~5. MARKET~~loss ~~FOR~~of ~~REGISTRANT’S~~third-party ~~COMMON~~transportation ~~EQUITY~~providers upon whom we depend, ~~RELATED~~or ~~STOCKHOLDER~~conditions ~~MATTERS~~negatively ~~AND~~affecting ~~ISSUER~~the ~~PURCHASES~~transportation OFindustry, ~~EQUITY~~could ~~SECURITIES~~increase our costs or cause a disruption in our operations.

~~Quarterly~~We ~~Common~~depend ~~Stock~~upon ~~Prices~~third-party transportation providers for delivery of products to our customers. Strikes, slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, increases in fuel prices and ~~Cash~~adverse ~~Dividends~~weather ~~Per~~conditions, ~~Share~~could increase our costs and disrupt our operations and our ability to service our customers on a timely basis. We cannot predict to what extent increases or anticipated increases in fuel prices may impact our costs or cause a disruption in our operations going forward.

~~DNOW~~Adverse ~~Inc.~~weather ~~common~~events ~~stock~~or isnatural ~~traded~~disasters oncould ~~the~~negatively ~~New~~affect ~~York~~local ~~Stock~~economies ~~Exchange~~and ~~(“NYSE”)~~disrupt ~~under the ticker symbol “DNOW”~~operations.

~~Our~~Certain ~~Board~~areas ofin ~~Directors~~which ~~has~~we ~~not~~operate ~~declared~~are ~~any~~susceptible ~~dividends~~to ~~during~~adverse ~~2022,~~weather ~~2023~~conditions or ~~2024~~natural disasters, such as hurricanes, tornadoes, floods and ~~currently~~earthquakes. ~~has~~These noevents ~~intention~~can disrupt our operations, result in damage to ~~declare~~our ~~dividends~~properties and negatively affect the local economies in which we operate. Additionally, we may experience communication disruptions with our customers, vendors and employees. These events can cause physical damage to our locations and require us to close locations. Additionally, our sales orders and shipments can experience a temporary decline immediately following these events.

AsWe ofcannot ~~January~~predict ~~31,~~whether ~~2025,~~or ~~there~~to ~~were~~what ~~1,663~~extent ~~holders~~damage ofcaused ~~record~~by ofthese events will affect our ~~common~~operations ~~stock.~~or ~~Many~~the ~~stockholders~~economies ~~choose~~in toregions ~~own~~where ~~shares~~we ~~through~~operate. ~~brokerage~~These ~~accounts~~adverse ~~and~~events ~~other~~could ~~intermediaries~~result ~~rather~~in ~~than~~disruption asof ~~holders~~our purchasing or distribution capabilities, interruption of ~~record~~our ~~(excluding~~business ~~individual~~that ~~participants~~exceeds inour ~~securities~~insurance ~~positions~~coverage, ~~listing)~~our soinability ~~the~~to ~~actual~~collect ~~number~~from customers and increased operating costs. Our business or results of ~~stockholders~~operations ismay ~~unknown~~be ~~but~~adversely ~~likely~~affected ~~significantly~~by ~~higher~~these and other negative effects of these events.

~~The~~Privacy ~~information~~concerns relating to our ~~equity~~personal ~~compensation~~and ~~plans~~business ~~required~~information bybeing ~~Item~~potentially 5.breached ~~“Market~~could ~~for~~damage ~~Registrant’s~~our ~~Common~~reputation ~~Equity,~~and ~~Related~~deter ~~Stockholder~~current ~~Matters~~ and ~~Issuer~~potential ~~Purchases~~users ofor ~~Equity~~customers ~~Securities”~~from isusing ~~incorporated~~our byproducts ~~reference to such information as set forth in Item 12. “Security Ownership of Certain Beneficial Owners~~ and ~~Management and Related Stockholder Matters” contained herein~~services.

~~The~~We ~~following~~have ~~table~~security ~~presents~~measures aand ~~summary~~controls to protect personal and business information and continue to make investments to secure access to our information technology network. These measures may be undermined, however, due to the actions of ~~share~~outside ~~repurchases~~parties, ~~made~~employee ~~during~~error, internal or external malfeasance, or otherwise, and, as a result, an unauthorized party may obtain access to our data systems and misappropriate business and personal information. Because the ~~three~~techniques ~~months~~used ~~ended~~to ~~December~~obtain 31unauthorized access, ~~2024:~~disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these techniques, timely discover or counter them, or implement adequate preventative measures. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and potentially have an adverse effect on our business and results of operations. Evolving U.S. state and foreign privacy and data protection laws and contractual data-handling commitments may increase compliance costs and liability risk, particularly in the event of security incidents or alleged non-compliance.

Period	Total number of shares purchased		Average price paid per share (1)		Total number of shares purchased as part of publicly announced program (2)		Approximate dollar value of shares that may yet be purchased under the program (1)(2)(in millions)
October 1 - 31, 2024		181,022	$	12.34		181,022	$	4
November 1 - 30, 2024		263,207	$	14.72		263,207	$	—
December 1 - 31, 2024		—	$	—		—	$	—
Total		444,229	$	13.75		444,229

We have goodwill recorded on our balance sheet. If our goodwill becomes impaired, we may be required to recognize charges that would reduce our income.

~~Excludes~~As 1%of ~~excise~~December ~~tax~~31, 2025, we had $617 million of goodwill recorded on ~~share~~our ~~repurchases~~balance sheet. Under generally accepted accounting principles in the U.S., goodwill is not amortized, but must be reviewed for possible impairment annually, or more often in certain circumstances where events indicate that the asset values are not recoverable. These reviews could result in an earnings charge for impairment, which would reduce our net (loss) income even though there would be no impact on our underlying cash flow.

OnOur ~~August~~indebtedness 3,may ~~2022,~~affect ~~the~~our ~~Company’s~~ability ~~Board~~to ofoperate ~~Directors~~our ~~approved a share repurchase program~~business, ~~under~~and ~~which~~this ~~the~~could ~~Company~~have isa ~~authorized~~material toadverse ~~purchase~~effect upon ~~to $80 million of its outstanding common stock through December 31, 2024~~us.

24We have now and will likely continue to have indebtedness. As of December 31, 2025, we had total debt outstanding of $411 million and $424 million in aggregate availability under our senior secured revolving credit facility. We may incur significant additional indebtedness in the future. If new indebtedness is added to our current indebtedness, the risks described below could increase. Our significant level of indebtedness could have important consequences, such as:

•

~~Performance~~limiting ~~Graph~~our ability to obtain additional financing to fund our working capital, acquisitions, expenditures, debt service requirements or other general corporate purposes;

•

~~The~~limiting ~~graph~~our ~~below~~ability ~~compares the cumulative five year total return provided shareholders on DNOW Inc.'s common stock relative~~ to ~~the~~use ~~cumulative~~operating ~~total~~cash ~~returns~~flow ofin ~~the~~other ~~S&P~~areas ~~Midcap 400 index and the PHLX Oil Service Sector index. An investment~~ of ~~$100 (with reinvestment of all dividends) is assumed to have been made in~~ our ~~common~~business ~~stock~~because ~~and~~we inmust ~~each~~dedicate ~~index~~a onsubstantial ~~December 31, 2019 and its relative performance is tracked through December 31, 2024.~~

	12/19		12/20		12/21		12/22		12/23		12/24
DNOW Inc.	$	100	$	64	$	76	$	113	$	101	$	116
S&P Midcap 400	$	100	$	114	$	142	$	123	$	144	$	164
PHLX Oil Service Sector	$	100	$	58	$	70	$	113	$	115	$	102

portion of these funds to service debt;

•

~~The~~limiting ~~stock~~our ~~price~~ability ~~performance~~to ~~included~~compete inwith ~~this~~other ~~graph~~companies iswho are not ~~necessarily~~as ~~indicative~~highly ~~of future stock price performance.~~leveraged;

•

~~This~~subjecting ~~information~~us ~~shall not be deemed~~ to berestrictive ~~‘‘soliciting~~financial ~~material’’~~and oroperating tocovenants bein ~~‘‘filed’’ with~~ the ~~Commission~~agreements orgoverning ~~subject~~our toand ~~Regulation~~our ~~14A~~subsidiaries’ ~~(17 CFR 240.14a~~long-~~1-240.14a-104),~~term ~~other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of section 18 of the Exchange Act (15 U.S.C. 78r).~~indebtedness;

•

~~ITEM~~exposing ~~6. RESERVED~~us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse effect on our business, results of operations and financial condition;

•

~~Not~~increasing ~~applicable.~~our vulnerability to a downturn in general economic conditions or in pricing of our products; and

•

25limiting our ability to react to changing market conditions in our industry and in our customers’ industries.

~~ITEM~~Our 7ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets, properties and systems software, as well as to provide capacity for the growth of our business, depends on our financial and operating performance. ~~MANAGEMENT’S~~ ~~DISCUSSION~~Our ~~AND~~business ~~ANALYSIS~~may OFnot ~~FINANCIAL~~generate ~~CONDITION~~sufficient ~~AND~~cash ~~RESULTS~~flow OFfrom ~~OPERATIONS~~operations, and future borrowings may not be available to us under our credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may seek to sell assets to fund our liquidity needs but may not be able to do so. We may also need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.

~~Basis~~In ofaddition, ~~Presentation~~we are and will be subject to covenants contained in agreements governing our present and future indebtedness. These covenants include and will likely include restrictions on operations, business and capital flexibility.

~~The~~For ~~accompanying~~a ~~consolidated~~description ~~financial~~of ~~information~~our ~~include~~revolving ~~the~~credit ~~accounts~~facility ~~of the Company~~ and ~~its~~indebtedness, ~~consolidated~~see ~~subsidiaries.~~Management’s ~~All~~Discussion ~~significant intercompany transactions~~ and ~~accounts~~Analysis ~~have~~of ~~been~~Financial ~~eliminated.~~Condition ~~Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders~~ and ~~their~~Results ~~portion~~ of ~~net~~Operations ~~income~~ (~~loss)~~Part ~~reflected~~II, asItem ~~noncontrolling~~7 ~~interest~~of inthis ~~the~~Form ~~accompanying consolidated financial statements~~10-K).

GeneralRisks OverviewRelating to the MRC Global Merger

We ~~are~~may anot ~~distributor~~be able to ~~the~~successfully ~~oil~~integrate ~~and~~the ~~gas,~~business ~~energy transition and industrial markets with a legacy~~ of ~~over~~MRC ~~160~~Global ~~years.~~into Weour ~~operate~~business ~~primarily under the DNOW brand along with several affiliated brands operating in local, regional~~ or ~~international~~realize markets that are tied to prior acquisitions. Through our network of approximately 165 locations and approximately 2,575 employees worldwide, we stock and sell a comprehensive offering of energy products as well as a selection of products for industrial applications. Our product and service offerings are consumed throughout the ~~energy~~anticipated ~~industry~~benefits – from upstream drilling and completion, E&P, midstream transmission, gas and crude oil processing infrastructure development to downstream petroleum refining and petrochemicals – as well as in other industries, such as chemical processing, mining, water/wastewater, food and beverage, gas utilities and the evolution of energy transition markets inclusive of greenhouse gas reduction and emissions capture and storage, renewable fuels such as biofuels, RNG, wind, solar, production of hydrogen as a fuel to power equipment and select industrial markets. The energy and industrial distribution end markets we serve are inclusive of engineering and construction firms that perform capital and maintenance projects for their clients. We also provide supply chain and materials management solutions to the ~~same markets where we sell products~~mergers.

~~Our~~The ~~global~~mergers ~~product~~involved ~~offering~~the ~~includes~~combination ~~pipe,~~of ~~manual~~two ~~and~~companies ~~automated~~that ~~valves,~~previously ~~fittings,~~operated ~~flanges,~~as ~~gaskets,~~independent ~~fasteners,~~public ~~electrical,~~companies. ~~instrumentation,~~The ~~artificial~~combination ~~lift,~~of ~~pumping~~two ~~solutions~~independent ~~and~~businesses ~~modular~~is ~~process~~complex, ~~production,~~costly ~~measurement,~~and ~~automation~~time consuming, ~~control equipment~~ and ~~consumable~~we ~~MRO~~are ~~supplies.~~devoting Wesignificant ~~also~~management ~~offer~~attention ~~sourcing,~~and ~~procurement,~~resources ~~warehouse~~to ~~and~~integrating ~~inventory~~the ~~management~~business ~~solutions~~practices asand ~~part~~operations of ~~our~~MRC ~~supply~~Global ~~chain~~into ~~and~~us. ~~materials~~Potential ~~management~~difficulties ~~offering.~~that Wewe ~~have~~may ~~developed~~encounter ~~expertise~~as inpart ~~providing~~of ~~application~~the ~~systems,~~integration ~~work processes~~process, ~~parts~~which ~~integration,~~are ~~optimization~~heightened ~~solutions~~while ERP and ~~after-sales~~related ~~support~~core ~~that~~systems ~~provide~~are ~~more~~being ~~efficient~~integrated and ~~productive~~stabilized, ~~solutions~~include ~~for~~the ~~our customers.~~following:

•

~~Our~~the ~~solutions~~inability ~~include~~to ~~outsourcing~~successfully ~~portions~~combine ~~or entire functions of~~ our ~~customers’~~business ~~procurement, warehouse~~ and ~~inventory~~MRC ~~management,~~Global ~~logistics,~~in ~~point~~a ofmanner ~~issue~~that ~~technology,~~permits ~~project~~the ~~management,~~combined ~~business~~company ~~process~~to ~~and~~achieve, ~~performance~~on ~~metrics~~a ~~reporting.~~timely ~~These~~basis, ~~solutions~~or ~~allow~~at usall, ~~to leverage~~ the ~~infrastructure~~enhanced ofrevenue ~~our~~opportunities ~~SAP™~~and ~~ERP~~cost ~~system~~savings and other ~~technologies~~benefits anticipated to ~~streamline~~result ~~our customers’ purchasing process,~~ from ~~requisition~~the ~~to procurement to payment, by digitally managing workflow, improving approval routing and providing robust reporting functionality.~~mergers;

•

Wecomplexities ~~support~~associated ~~land~~with ~~and~~managing ~~offshore operations for~~ the ~~major~~combined ~~oil~~businesses, ~~and~~including ~~gas~~difficulty ~~producing~~addressing ~~regions~~possible ~~around~~differences ~~the~~in ~~world~~operational ~~through~~philosophies ~~our~~and ~~network of locations. Our key markets include~~ the ~~U.S.,~~challenge ~~Canada,~~of ~~UK,~~integrating ~~Norway,~~complex ~~Australia~~systems, ~~the Netherlands~~technology, ~~Singapore~~networks and ~~the~~other ~~Middle~~assets ~~East~~of ~~area~~each ~~with~~of the ~~ability~~companies toin ~~provide~~a ~~products~~seamless ~~through~~manner anthat ~~export~~minimizes ~~model~~any toadverse ~~operators~~impact ~~with~~on ~~operations~~customers, insuppliers, ~~Southeast~~employees ~~Asia~~ and ~~West~~other ~~Africa.~~constituencies, ~~Products~~including ~~sold~~the ~~through~~ongoing ~~our~~stabilization ~~locations~~of ~~support~~MRC ~~brownfield~~Global’s ERP and ~~greenfield~~other ~~expansion~~core ~~upstream~~business ~~capital~~systems ~~projects,~~(including ~~midstream~~configuration ~~infrastructure~~ and ~~transmission~~stabilization ~~and~~matters ~~MRO~~arising ~~consumables~~from ~~used~~MRC inGlobal’s ~~day~~pre-~~to-day~~merger ~~production~~U.S. WeERP ~~provide downstream energy and industrial products for petroleum refining~~implementation), ~~chemical~~which ~~processing,~~could ~~LNG~~result ~~terminals,~~in ~~power~~operational ~~generation~~disruptions, ~~gas~~increased ~~utilities~~costs ~~serviced by a combination of customer on-site locations~~ and ~~off-site~~delays ~~service locations~~ in ~~combination~~realizing ~~with~~anticipated ~~our digital offerings.~~synergies;

•

~~Our~~the ~~supplier~~assumption ~~network consists~~ of ~~thousands~~contractual ofobligations ~~vendors~~with inless ~~approximately~~favorable 30or ~~countries.~~more ~~From~~restrictive ~~our~~terms; ~~operations, we sell to customers operating in approximately 80 countries. The supplies~~ and equipment stocked by each of our locations are customized to meet varied and changing local customer demands. The breadth, scale and availability of our product offering enhances our value proposition to our customers, suppliers and shareholders.

•

Wepotential ~~employ~~unknown ~~advanced~~liabilities ~~information technologies, including a common ERP platform across most of our business, to provide complete procurement, warehouse~~ and ~~inventory~~unforeseen ~~management~~increased ~~and~~expenses ~~logistics~~associated ~~coordination~~with ~~to our customers around~~ the ~~globe~~mergers. ~~Having a common ERP platform allows immediate visibility into our inventory assets, operations and financials worldwide, enhancing decision making and efficiency.~~

~~Our~~Any ~~revenue~~of ~~and~~these ~~operating~~issues ~~results~~could ~~are~~adversely ~~related~~affect toour ~~the~~ability ~~level~~to ofmaintain ~~worldwide~~relationships ~~oil~~with ~~and~~customers, ~~gas~~suppliers, ~~drilling~~employees and ~~production~~other ~~activities~~constituencies, ~~and~~our ~~the~~ability ~~profitability~~to ~~and~~achieve ~~cash~~the ~~flow~~anticipated benefits of ~~oil~~the ~~and gas companies and drilling contractors~~mergers, ~~which~~our inearnings ~~turn~~or ~~are~~our ~~affected~~business ~~by current~~ and ~~anticipated~~financial ~~prices~~results offollowing ~~oil~~the ~~and gas~~mergers. ~~Oil~~We ~~and gas prices~~ have ~~been~~already ~~and~~experienced ~~are~~operational ~~likely~~disruptions toattributable ~~continue~~ to beERP ~~volatile.~~stabilization ~~See~~matters ~~Item~~inherited ~~1A.~~from ~~“Risk~~MRC ~~Factors.”~~Global, Weincluding ~~conduct~~challenges affecting our ~~operations~~ability ~~through~~to ~~three~~provide ~~business~~financial ~~segments: U.S.~~guidance, ~~Canada~~ and ~~International.~~there ~~See~~can ~~Item~~be 1.no ~~“Business—Summary~~assurance ofthat ~~Reportable~~additional ~~Segments”~~disruptions ~~for~~will anot ~~discussion~~occur ofas ~~each~~we ofcontinue ~~these~~the ~~business~~conversion ~~segments~~and integration process.

Unless indicated otherwise, results of operations data are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). In an effort to provide investors with additional information regarding our results as determined by GAAP, we may disclose non-GAAP financial measures. The primary non-GAAP financial measure we focus on is earnings before interest, 22

26MRC Global may initially operate outside our existing control environment, and delays in integrating their systems and processes could expose us to control deficiencies and financial reporting risks.

~~taxes~~Newly acquired operations may temporarily function without full alignment to our established control structure, ~~depreciation~~and the process of integrating their financial reporting systems, policies, and ~~amortization~~procedures may take significant time and resources. During this transition period, ~~excluding~~we ~~other~~may ~~costs~~identify ~~(“EBITDA~~deficiencies ~~excluding~~in ~~other~~disclosure ~~costs~~controls and procedures or internal control over financial reporting (“ICFR”) that, ~~and~~if ~~EBITDA~~not ~~excluding~~remediated ~~other~~timely, ~~costs~~could asaffect athe ~~percentage~~reliability or timeliness of ~~revenue~~our financial reporting. ~~This~~These ~~financial~~risks ~~measure~~are ~~excludes~~heightened ~~the~~while ~~impact~~we ofstabilize ~~certain~~MRC ~~amounts~~Global’s U.S. ERP—including addressing configuration and isdata-integrity ~~not~~matters—and ~~calculated~~integrating inother ~~accordance~~core systems with ~~GAAP.~~ours, ~~See~~which ~~“Non~~may require manual workarounds, data-~~GAAP~~reconciliation ~~Financial~~efforts, ~~Measures~~system reconfiguration and ~~Reconciliations”~~additional inremediation ~~Results~~costs ofduring ~~Operations~~an ~~for~~extended anstabilization ~~explanation~~period. ofAny ~~our~~such ~~use~~deficiencies, or any material weaknesses identified during or after integration, could increase the risk of ~~non-GAAP~~errors in our financial ~~measures~~statements, lead to audit adjustments, limit our ability to conclude that our controls are effective, or expose us to litigation or regulatory scrutiny and ~~reconciliations~~could delay or complicate our SEC reporting. We refer you to Controls and Procedures (Part II, Item 9A of this Form 10-K) for additional information regarding the ~~corresponding~~scope ~~measures~~of ~~calculated~~our inICFR ~~accordance~~assessment ~~with~~and ~~GAAP~~the treatment of recently acquired businesses.

~~Operating~~The ~~Environment~~failure ~~Overview~~to successfully combine the businesses of DNOW and MRC Global may adversely affect our business.

~~Our~~The ~~results~~success ~~are~~of ~~dependent~~the merger will depend, in part, on our ability to realize the anticipated benefits from combining our business with MRC Global. To realize these anticipated benefits, ~~among~~our ~~other~~and ~~factors~~MRC Global’s businesses must be successfully combined. If the combined company is not able to achieve these objectives, the ~~level~~anticipated benefits of ~~worldwide~~the ~~oil~~mergers ~~and~~may ~~gas~~not ~~drilling~~be ~~and~~realized ~~completions~~fully or at all or may take longer to realize than expected. In addition, ~~well~~the ~~remediation~~actual ~~activity~~integration may result in additional and unforeseen expenses, ~~crude~~which ~~oil~~could reduce the anticipated benefits of the mergers, and ~~natural~~such ~~gas~~integration ~~prices~~may not be successful or may take longer than anticipated. It is possible that the integration process could result in the loss of key employees, ~~capital~~as ~~spending~~well byas ~~oilfield~~the ~~service~~disruption ~~companies~~of ~~and~~our ~~drilling~~ongoing ~~contractors~~businesses or inconsistencies in our standards, controls, procedures and policies. Any or all of those occurrences could affect adversely the ~~worldwide~~combined ~~oil~~company’s ability to maintain relationships with customers and ~~gas~~employees ~~inventory~~after ~~levels.~~the ~~Key~~mergers ~~industry~~or ~~indicators~~to ~~for~~achieve the ~~past~~anticipated ~~three~~benefits ~~years~~of ~~include~~the mergers. Integration efforts between the ~~following:~~two companies will also divert management attention and resources. These integration matters could have an adverse effect on us.

					%					%
					2024 v					2024 v
	2024*		2023*		2023			2022*		2022
Active Drilling Rigs:
U.S.		599		689		(13.1	%)		721		(16.9	%)
Canada		188		177		6.2	%		176		6.8	%
International		948		948		0.0	%		851		11.4	%
Worldwide		1,735		1,814		(4.4	%)		1,748		(0.7	%)
West Texas Intermediate Crude Prices (per barrel)	$	76.55	$	77.64		(1.4	%)	$	94.79		(19.2	%)
Natural Gas Prices ($/MMBtu)	$	2.19	$	2.54		(13.8	%)	$	6.42		(65.9	%)
Hot-Rolled Coil Prices (steel) ($/short ton)	$	781.00	$	887.47		(12.0	%)	$	1,097.24		(28.8	%)
U.S. Wells Completed		11,731		12,847		(8.7	%)		13,102		(10.5	%)

The future results of DNOW following the merger will suffer if the combined company does not effectively manage its expanded operations.

*Following ~~Averages~~the ~~for~~merger, the ~~years~~size ~~indicated~~of the business of the combined company increased significantly. The combined company’s future success will depend, ~~except~~in part, upon its ability to manage this expanded business, which will pose substantial challenges for Umanagement, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.S. ~~Wells~~The ~~Completed~~combined company may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business. ~~See~~There ~~sources~~can onbe ~~following~~no ~~page~~assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the mergers.

27The financial forecasts disclosed in connection with the merger are based on various assumptions that may not be realized.

The ~~following~~financial ~~table~~estimates ~~details~~disclosed in connection with the ~~U.S.~~mergers were based on assumptions of, ~~Canadian~~and information available to, our management when prepared, and ~~international~~these ~~rig~~estimates ~~activity~~and assumptions are subject to uncertainties, many of which are beyond our control and ~~West~~may ~~Texas~~not ~~Intermediate~~be ~~(“WTI”)~~realized. ~~oil~~Many ~~prices~~factors ~~for~~will be important in determining the ~~past~~future ~~nine~~results ~~quarters~~following ~~ended~~the ~~December~~mergers. 31As a result of these contingencies, ~~2024:~~actual future results may vary materially from our estimates. In view of these uncertainties, these financial estimates should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

~~Sources:~~Our ~~Rig~~financial ~~count:~~estimates ~~Baker~~were ~~Hughes,~~not ~~Inc.~~prepared ~~(www.bakerhughes.com);~~with ~~West~~a ~~Texas~~view ~~Intermediate~~toward ~~Crude~~public disclosure, and ~~Natural~~such ~~Gas~~financial ~~Prices:~~estimates ~~Department~~were not prepared with a view toward compliance with published guidelines of ~~Energy,~~any ~~Energy~~regulatory ~~Information~~or ~~Administration~~professional ~~(www~~body.~~eia.gov);~~ ~~Hot~~Further, any forward-~~Rolled~~looking ~~Coil~~statement ~~Prices:~~speaks ~~SteelBenchmarker™~~only ~~Hot~~as ~~Roll~~of ~~Coil~~the ~~USA~~date ~~(www.steelbenchmarker.com);~~on ~~U.S.~~which ~~Wells~~it ~~Completed:~~is ~~Department~~made, ofand ~~Energy~~we do not undertake any obligation, ~~Energy~~other ~~Information~~than ~~Administration~~as ~~(www.eia.gov)~~required ~~(As~~by ~~revised)~~applicable law, to update the financial estimates to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The ~~worldwide~~combined ~~average~~company’s ~~rig~~ability ~~count declined 4.4% (from 1,814 rigs~~ to ~~1,735~~use ~~rigs) and~~ the ~~U.S.~~existing declined 13.1% (from 689 rigs to 599 rigs) in 2024 compared to 2023. The average price of WTI crude declined 1.4% (from $77.64 per barrel to $76.55 per barrel), and natural gas prices declined 13.8% (from $2.54 per MMBtu to $2.19 per MMBtu) in 2024 compared to 2023. The average price of Hot-Rolled Coil declined 12.0% (from $887.47 per short ton to $781.00 per short ton) in 2024 compared to 2023. U.S. ~~Wells~~federal ~~Completed~~capital ~~declined~~loss ~~8.7% (from 12~~carryforwards,~~847~~ ~~completion~~net ~~count~~operating toloss ~~11,731~~carryforwards ~~completion~~and ~~count)~~other intax ~~2024~~attributes ~~compared~~could tobe ~~2023~~limited.

DNOW had approximately $157 million of U.S. ~~rig~~federal ~~count~~net atoperating ~~January~~loss ~~24,~~(“NOL”) ~~2025~~carryforwards ~~was~~(among ~~576~~other ~~rigs,~~U.S. ~~down~~tax 23attributes) ~~rigs~~as ~~from~~of ~~the~~December ~~2024~~31, ~~average.~~2025 ~~The~~of ~~price~~which ~~for~~$20 ~~WTI~~million ~~crude~~ was ~~$74.97~~recognized ~~per~~by ~~barrel~~MRC atGlobal ~~January~~and ~~24,~~succeeded ~~2025,~~to ~~down~~DNOW ~~2.1%~~as ~~from~~a ~~the~~result ~~2024~~of ~~average~~the mergers. The ~~price~~NOL ~~for~~carryforwards ~~natural~~have ~~gas~~no ~~was~~expiration $3date.84 ~~per~~In ~~MMBtu~~addition, atMRC ~~January~~Global ~~24,~~had ~~2025,~~approximately up$111 ~~75.3%~~million ~~from~~of ~~the~~U.S. ~~2024~~federal ~~average.~~capital ~~The~~loss ~~price~~(“CL”) ~~for~~carryforwards ~~Hot-Rolled~~that ~~Coil~~carried ~~was~~over ~~$710.00~~to ~~per~~DNOW, ~~short~~which ~~ton~~will atexpire ~~January~~in ~~27,~~2028. ~~2025,~~The ~~down~~combined ~~9.1%~~company’s ~~from~~ability ~~the~~to ~~2024~~utilize ~~average~~such U.S. AsNOL ~~released~~carryforwards, onCL ~~February~~carryforwards ~~11,~~and ~~2025,~~certain other U.S. ~~Wells~~tax ~~Completed~~attributes ~~for~~to ~~January~~reduce ~~2025~~future ~~was~~income ~~927,~~subject ~~down~~to 5U.2%S. onfederal anincome ~~annualized~~tax ~~basis compared to 2024.~~

2823

~~Executive~~may ~~Summary~~be subject to certain limitations, including under Sections 382 and 383 of the Code in the event of an “ownership change” within the meaning of the Code.

~~For~~As ~~the~~a ~~year~~result ~~ended~~of ~~December~~the 31mergers, ~~2024,~~MRC ~~the~~Global ~~Company~~is ~~generated~~expected ~~net~~to ~~income~~undergo ~~attributable~~such toan ~~DNOW~~ownership ~~Inc~~change. Accordingly, the utilization of ~~$81~~MRC ~~million,~~Global’s orNOL ~~$0.74~~and ~~per~~CL ~~fully~~carryforwards ~~diluted~~is ~~share~~expected onto ~~$2,373~~be ~~million~~subject into ~~revenue~~an annual limitation under the Code. ~~Net~~However, ~~income~~the ~~attributable~~impact of such limitation is not expected to ~~DNOW~~be ~~Inc.~~material ~~declined~~since ~~for~~MRC Global believed it was more likely than not that the ~~year~~U.S. ~~ended~~federal ~~December~~CL ~~31,~~carryforwards ~~2024,~~would bynot ~~$166~~have ~~million~~been ~~when~~realized ~~compared~~prior to the ~~corresponding~~mergers ~~period~~and ofhad ~~2023.~~offset ~~Revenue~~the ~~increased~~benefit ~~for~~with ~~the~~a ~~year~~corresponding ~~ended~~valuation ~~December~~allowance ~~31,~~which ~~2024,~~DNOW byis ~~$52~~maintaining ~~million,~~following orthe 2mergers.2% In addition, ~~when~~while ~~compared~~DNOW is not expected to ~~the~~undergo ~~corresponding~~an ~~period~~ownership ofchange ~~2023.~~as ~~For~~a result of the ~~year~~mergers, ~~ended~~such ~~December~~mergers 31could contribute to an ownership change now or in the future. However, ~~2024~~based on current expectations, ~~operating~~any ~~profit~~limitation ~~was~~that ~~$113~~may ~~million~~be ~~compared~~imposed as a result of an ownership change is not expected to ~~$140~~have ~~million~~a ~~for~~material impact on the ~~corresponding~~combined ~~period~~company’s ofability ~~2023~~to utilize DNOW’s U.S. federal NOL carryforwards.

OutlookRisks Relating to Our Supply Chain and International Trade Policies

~~Our~~We ~~outlook~~may ~~for~~experience ~~the~~unexpected ~~Company~~supply remains tied to crude oil and natural gas commodity prices, global oil and gas drilling and completions activity, oil and gas spending, and global demand for oil, its refined petroleum products, crude oil, natural gas liquids and natural gas production and decline ratesshortages. Crude oil and natural gas prices as well as crude oil and natural gas storage levels are primary catalysts for determining customer activity. In recent years, oil prices have remained volatile and economic and geopolitical uncertainty continues to drive commodity price volatility globally. Despite lower North American rig count resulting from enhancements in technology leading to increased rig efficiencies, we maintain a constructive outlook for our market. Amid these dynamics, we will continue to support our customers, optimize our operations, advance our strategic goals and manage the Company based on market conditions.

We ~~see~~distribute ~~the~~products ~~evolution~~from ina ~~energy~~wide ~~transition~~variety ~~investments~~of tomanufacturers ~~reduce~~and ~~atmospheric~~suppliers. ~~carbon~~Nevertheless, ~~source~~in ~~carbon~~the ~~capture,~~future ~~storage~~we ~~and~~may ~~new~~have ~~energy~~difficulty ~~streams~~obtaining ~~as an opportunity for DNOW to supply many of~~ the ~~current~~ products ~~and services~~ we ~~provide,~~need ~~as well as an opportunity to partner and source~~ from ~~new~~ suppliers toand ~~expand~~manufacturers ~~our~~as ~~offering~~a ~~and~~result toof ~~meet~~unexpected ~~our~~demand ~~customers’~~or ~~needs~~production ~~for~~difficulties ~~their~~that ~~energy~~might ~~evolution~~extend ~~investments~~lead times. ADisruptions ~~number~~in ofsupplier ~~our~~production ~~larger~~or ~~customers~~freight ~~are~~networks, ~~leading~~including ~~the~~weather-related ~~investments~~events, inlabor ~~energy~~actions, ~~evolution~~carrier ~~projects~~capacity ~~where~~constraints, weinternational ~~expect~~port tocongestion, ~~continue~~or togeopolitical ~~support~~developments, ~~them~~could ~~while~~delay ~~expanding~~deliveries, ~~our~~increase ~~product~~costs, and ~~solution~~impair ~~offerings~~our ability to meet ~~their~~customer ~~changing requirements~~demand. ~~Part~~Also, ofproducts ~~our~~may ~~growth~~not ~~strategy~~be isavailable to ~~expand~~us ~~our~~in ~~revenues~~quantities bysufficient ~~targeting~~to ~~new~~meet ~~customers~~our incustomer ~~non-oil~~demand. ~~and~~Our ~~gas~~inability ~~end markets, in addition~~ to ~~servicing~~obtain ~~those~~products ~~customers~~from ~~that~~suppliers ~~will~~and ~~play~~manufacturers ~~a part~~ in ~~the~~sufficient ~~future~~quantities, ofor ~~the~~at ~~evolving~~all, ~~mix~~could ofadversely ~~traditional~~affect ~~and~~our ~~new~~product ~~sources~~offerings ofand ~~energy~~our business.

~~Results~~We ofmay ~~Operations~~experience cost increases from suppliers, which we may be unable to pass on to our customers.

~~Consolidated~~In ~~Results~~the future, we may face supply cost increases due to, among other things, unexpected increases in demand for supplies, decreases in production of supplies or increases in the cost of raw materials or transportation, or trade wars. Any inability to pass supply price increases on to our customers could have a material adverse effect on us. In addition, if supply costs increase, our customers may elect to purchase smaller amounts of products or may purchase products from other distributors. While we may be able to work with our customers to reduce the effects of unforeseen price increases because of our relationships with them, we may not be able to reduce the effects of the cost increases. In addition, to the extent that competition leads to reduced purchases of products from us or a reduction of our prices, and these reductions occur concurrently with increases in the prices for selected commodities which we use in our operations, the adverse effects described above would likely be exacerbated and could result in a prolonged downturn in profitability.

~~Years~~We ~~Ended~~do ~~December~~not ~~31,~~have ~~2024~~contracts ~~and~~with ~~December~~most ~~31,~~of ~~2023~~our suppliers. The loss of a significant supplier would require us to rely more heavily on our other existing suppliers or to develop relationships with new suppliers. Such a loss may have an adverse effect on our product offerings and our business.

~~The~~Given ~~results~~the nature of ~~operations~~our ~~are~~business, ~~presented~~and ~~before~~consistent ~~consideration~~with industry practice, we do not have contracts with most of ~~the~~our ~~noncontrolling~~suppliers. ~~interest~~We generally make our purchases through purchase orders. ATherefore, ~~summary~~most of our suppliers have the ~~Company’s~~ability ~~revenue~~to ~~and~~terminate ~~operating~~their ~~profit~~relationships bywith ~~segment~~us inat ~~2024~~any time. Although we believe there are numerous manufacturers with the capacity to supply the products we distribute, the loss of one or more of our major suppliers could have an adverse effect on our product offerings and ~~2023~~our ~~follows~~business. ~~(in~~Such ~~millions):~~a loss would require us to rely more heavily on our other existing suppliers or develop relationships with new suppliers, which may cause us to pay higher prices for products due to, among other things, a loss of volume discount benefits currently obtained from our major suppliers.

	Year Ended December 31,				Variance
	2024		2023		$
Revenue:
United States	$	1,880	$	1,749	$	131
Canada		253		282		(29	)
International		240		290		(50	)
Total revenue	$	2,373	$	2,321	$	52
Operating profit:
United States	$	95	$	104	$	(9	)
Canada		13		21		(8	)
International		5		15		(10	)
Total operating profit	$	113	$	140	$	(27	)

Changes in our credit profile may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity.

~~United~~Changes ~~States~~in our credit profile may affect the way our suppliers view our ability to make payments and may induce them to shorten the payment terms of their invoices. Given the large dollar amounts and volume of our purchases from suppliers, a change in payment terms may have a material adverse effect on our liquidity and our ability to make payments to our suppliers and, consequently, may have a material adverse effect on us.

Revenue was $1,880 million for the year ended December 31, 2024, an increase of $131 million or 7.5% compared to the year ended December 31, 2023. The increase in the period was primarily driven by incremental revenue from acquisitions completed in 2024 partially offset by a decline in U.S. rigs and completions.24

29Price reductions by suppliers of products that we sell could cause the value of our inventory to decline. Also, these price reductions could cause our customers to demand lower sales prices for these products, possibly decreasing our margins and profitability on sales to the extent that we purchased our inventory of these products at the higher prices prior to supplier price reductions.

~~Operating~~The ~~profit~~value ~~was~~of ~~$95~~our ~~million~~inventory ~~for~~could ~~the~~decline ~~year~~as ~~ended~~a ~~December~~result ~~31,~~of ~~2024,~~manufacturer price reductions with respect to products that we sell. There is no assurance that a substantial decline ofin $9product ~~million~~prices ~~compared~~would tonot ~~operating~~result ~~profit~~in a write-down of ~~$104~~our ~~million~~inventory ~~for~~value. ~~the~~Such ~~year~~a ~~ended~~write-down ~~December~~could ~~31,~~have ~~2023.~~an ~~Operating~~adverse ~~profit~~effect ~~decreased~~on ~~primarily~~our ~~due~~financial tocondition. anAlso, ~~increase~~decreases in ~~expenses~~the ~~related~~market prices of products that we sell could cause customers to ~~acquisitions~~demand ~~completed~~lower insales ~~2024,~~prices ~~partially~~from ~~offset~~us. byThese price reductions could reduce our margins and profitability on sales with respect to the ~~increase~~lower-priced products. Reductions in ~~revenue~~our ~~discussed~~margins ~~above~~and profitability on sales could have a material adverse effect on us.

~~Canada~~A substantial decrease in the price of steel could significantly lower our product margin or cash flow.

~~Revenue~~We ~~was~~distribute ~~$253~~many ~~million~~products ~~for~~manufactured from steel. As a result, the ~~year~~price ~~ended~~and ~~December~~supply 31of steel can affect our business and, ~~2024~~in particular, aour pipe product category. When steel prices are lower, the prices that we charge customers for products may decline, ofwhich ~~$29~~affects ~~million~~our orproduct 10margin and cash flow.3% ~~compared~~At times pricing and availability of steel can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, consolidation of steel producers, fluctuations in and the ~~year~~costs ~~ended~~of ~~December~~raw 31materials necessary to produce steel, ~~2023~~steel manufacturers’ plant utilization levels and capacities, import duties and tariffs and currency exchange rates. ~~The~~Increases ~~decrease~~in ~~was~~manufacturing ~~due~~capacity tofor steel-related products could put pressure on the prices we receive for such products. When steel prices decline, customer demands for lower ~~project~~prices ~~related~~and ~~activity~~our ascompetitors’ ~~well~~responses asto anthose ~~unfavorable~~demands ~~foreign~~could ~~exchange~~result ~~rate~~in ~~impact~~lower sales prices and, consequently, lower product margin and cash flow.

~~Our~~If ~~Canadian~~steel ~~revenue~~prices ~~was approximately 11% of total revenue in 2024~~rise, ~~compared~~we tomay ~~12%~~be inunable ~~2023. We are subject~~ to ~~fluctuations~~pass inalong ~~foreign currency exchange rates relative to~~ the ~~U.S.~~cost ~~dollar.~~increases ~~Our Canadian revenue is favorably impacted as the U.S. dollar weakens relative~~ to ~~the~~our ~~Canadian dollar, and unfavorably impacted as the U~~customers.S. dollar strengthens relative to the Canadian dollar. Our Canadian segment revenue was unfavorably impacted by approximately $4 million due to changes in foreign currency exchange rates over the prior year.

~~Operating~~We ~~profit~~maintain ~~was~~inventories ~~$13~~of ~~million~~steel ~~for~~products to accommodate the ~~year~~lead ~~ended~~time ~~December~~requirements ~~31,~~of ~~2024~~our customers. Accordingly, awe ~~decline~~purchase steel products in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of $8our ~~million~~customers ~~compared~~based upon historic buying practices, contracts with customers and market conditions. Our commitments to ~~operating~~purchase ~~profit~~steel products are generally at prevailing market prices in effect at the time we place our orders. If steel prices increase between the time we order steel products and the time of ~~$21~~delivery ~~million~~of the products to us, our suppliers may impose surcharges that require us to pay for increases in steel prices during the ~~year~~period. ~~ended~~Demand ~~December~~for 31the products we distribute, ~~2023.~~the ~~Operating~~actions ~~profit~~of ~~decreased~~our ~~primarily~~competitors ~~due~~and other factors will influence whether we will be able to ~~the~~pass ~~decline~~on insteel ~~revenue~~cost ~~discussed~~increases ~~above~~and surcharges to our customers, and we may be unsuccessful in doing so.

~~International~~If existing tariffs and duties on imports of line pipe or certain of the other products that we sell are lifted, the U.S. market could see an increased supply of less expensive products, which could adversely affect our business and results of operations.

~~Revenue~~U.S. ~~was~~law ~~$240~~currently ~~million~~imposes ~~for~~tariffs ~~the~~and ~~year~~duties ~~ended~~on ~~December~~imports ~~31,~~of ~~2024,~~certain apipe ~~decline~~and ofsteel ~~$50~~products ~~million~~that we sell. If these tariffs and duties are lifted or 17reduced, our U.2%S. ~~compared~~customers may decide to purchase these less expensive imported products rather than the ~~year~~higher-cost ~~ended~~products ~~December~~in 31our existing inventory, ~~2023~~which could materially and adversely affect our business and results of operations. The increased supply of these less expensive imported products could also drive down prices on our domestic or other alternate products that compete with the imported products, which could adversely affect our margins, decrease ~~was~~the ~~primarily~~value ~~driven~~of byour ~~weaker~~inventory ~~project~~and ~~activity~~result in a longer holding period for some of our inventory.

~~Our~~Changes ~~international revenue was approximately 10% of total revenue~~ in ~~2024~~trade policies, ~~compared~~including ~~to 12% in 2023. We are subject to fluctuations in foreign currency exchange rates relative to~~ the ~~U.S.~~imposition ~~dollar.~~or ~~Our~~elimination ~~international~~of ~~revenue~~additional istariffs ~~favorably~~and ~~impacted as the U.S. dollar weakens relative to other foreign currencies~~duties, and ~~unfavorably~~risks ~~impacted~~with asgovernmental ~~the~~instability ~~U.S.~~in ~~dollar~~certain ~~strengthens~~parts ~~relative~~of tothe ~~other~~world ~~foreign~~could ~~currencies.~~negatively ~~Our~~impact ~~international~~our ~~segment~~business, ~~revenue~~financial ~~was~~condition ~~favorably~~and ~~impacted~~results byof ~~approximately $2 million due to changes in foreign currency exchange rates over the prior year~~operations.

~~Operating~~The ~~profit~~U.S. ~~was~~government $5has ~~million~~continued ~~for~~to ~~the~~impose ~~year~~Section ~~ended~~232 ~~December 31~~tariffs, ~~2024,~~Section 301 tariffs and various dumping duties on steel and aluminum and a ~~decline~~broad range of ~~$10~~other ~~million~~products ~~compared~~imported into the U.S. Changes in tariffs and duties affect our material input costs. These tariffs and duties are subject to ~~operating~~change. ~~profit~~If ofthese ~~$15~~tariffs ~~million~~or ~~for~~duties were removed or adjusted down, it could drive down the ~~year~~costs ~~ended~~of ~~December~~certain 31products and affect our inventory value which could affect our margin negatively. In addition, ~~2023~~there could be additional trade actions or rate increases imposed by the U.S. ~~For~~and these could also result in additional retaliatory actions by the ~~year~~U.S.’ ~~ended~~trade ~~December~~partners. 31Given that we procure significant materials that we resell directly or indirectly from outside of the U.S., ~~2024~~potential changes in U.S. trade policy, ~~operating~~along ~~profit~~with ~~decreased~~recent ~~primarily~~governmental ~~due~~instability in certain parts of the world, expose us to anrisk. ~~increase~~In addition, support for protectionism and rising anti-globalization sentiment in ~~expense~~the U.S. and in other countries could lead to cost increases or limit the availability of $9such ~~million~~raw ~~related~~materials, which could hurt our competitive position and adversely impact our business, financial condition and results of operations. In addition, we sell a significant proportion of our products to customers outside of the ~~restructuring~~U.S. ~~plan~~Retaliatory actions by other countries could result in increases in the ~~International~~price ~~segment~~of our products, which could limit demand for such products, hurt our global competitive position and ~~revenue~~have ~~decline~~a ~~discussed~~material ~~above~~adverse effect on our business, financial condition and results of operations. While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our

~~Cost of products~~25

~~Cost~~business ofor ~~products~~results ~~was~~of $1operations,~~838~~ ~~million~~we ~~for~~cannot ~~the~~predict ~~year~~further ~~ended December 31~~developments, ~~2024~~and ~~compared~~such toexisting ~~$1,786~~or ~~million~~future ~~for~~tariffs ~~the~~could ~~year~~have ~~ended~~a ~~December~~material ~~31,~~adverse ~~2023,~~effect anon ~~increase~~our ofresults ~~$52 million. The increase was primarily due to the increase in revenue in the period. Cost~~ of ~~products includes the cost of inventory sold and related items~~operations, ~~such~~financial asposition ~~vendor consideration, inventory allowances, amortization of intangibles~~ and ~~inbound~~cash ~~and outbound freight~~flows.

Warehousing,Risks sellingRelating to Legal and administrativeRegulatory expensesMatters

~~Warehousing,~~We ~~selling~~are ~~and~~subject ~~administrative expenses were $416 million for the year ended December 31, 2024 compared~~ to ~~$395~~strict ~~million for the year ended December 31~~environmental, ~~2023,~~health anand ~~increase~~safety oflaws ~~$21~~and ~~million.~~regulations ~~The~~that ~~increase~~may ~~was~~lead ~~primarily driven by an increase in expenses related~~ to ~~acquisitions~~significant ~~completed~~liabilities ~~in 2024. Warehousing, selling~~ and ~~administrative~~have ~~expenses~~a ~~include~~material ~~branch~~adverse ~~location,~~effect ~~distribution~~on ~~center~~our ~~and regional expenses (including costs such as compensation~~business, ~~benefits~~financial ~~and~~condition ~~rent) as well as depreciation~~ and ~~corporate~~results ~~general~~of ~~selling and administrative expenses~~operations.

~~Impairment~~We are subject to a variety of federal, state, local, foreign and ~~other~~provincial ~~charges~~environmental, health and safety laws, regulations and permitting requirements, including those governing the discharge of pollutants or hazardous substances into the air, soil or water, the generation, handling, use, management, storage and disposal of, or exposure to, hazardous substances and wastes (including greenhouse gas ("GHG") emissions), the responsibility to investigate and clean up contamination and occupational health and safety. Regulations and courts may impose fines and penalties for non-compliance with applicable environmental, health and safety requirements and the failure to have or to comply with the terms and conditions of required permits. Our failure to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup or regulatory or judicial orders requiring corrective measures, including the installation of pollution control equipment or remedial actions. Certain laws and regulations, such as the Comprehensive Environmental Response, Compensation, and Liability Act (also known as “CERCLA” or the “U.S. federal Superfund law”) or its state and foreign equivalents, may impose the obligation to investigate and remediate contamination at a facility on current and former owners or operators or on persons who may have sent waste to that facility for disposal. These laws and regulations may impose liability without regard to fault or to the legality of the activities giving rise to the contamination.

~~Impairment~~Moreover, ~~and~~we ~~other~~may ~~charges~~incur ~~were~~liabilities $6in ~~million~~connection ~~for~~with ~~the~~environmental ~~year~~conditions ~~ended~~currently ~~December~~unknown ~~31,~~to ~~2024~~us ~~compared~~relating to ~~nil~~our ~~for~~existing, prior or future owned or leased sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. We believe that indemnities contained in certain of our acquisition agreements may cover certain environmental conditions existing at the ~~year~~time ~~ended~~of ~~December~~the 31acquisition, ~~2023~~subject to certain terms, limitations and conditions. ~~For~~However, if these indemnification provisions terminate or if the ~~year~~indemnifying ~~ended~~parties ~~December~~do ~~31,~~not ~~2024~~fulfill their indemnification obligations, we may be subject to liability with respect to the ~~Company~~environmental ~~recognized~~matters ~~approximately~~that $6those ~~million~~indemnification ofprovisions ~~foreign~~address. ~~currency~~In ~~translation~~addition, ~~losses~~environmental, ashealth aand ~~result~~safety laws and regulations applicable to our business and the business of ~~substantially~~our ~~completing~~customers, including laws regulating the ~~liquidation~~energy industry, and the interpretation or enforcement of ~~certain~~these ~~foreign~~laws ~~subsidiaries~~and inregulations, are constantly evolving. It is impossible to predict accurately the ~~International~~effect ~~segment~~that changes in these laws and regulations, or their interpretation or enforcement, may have on us.

~~Other~~Existing ~~income~~or ~~(expense)~~future laws, regulations, court orders or other public- or private-sector initiatives to limit greenhouse gas emissions or relating to climate change may reduce demand for our products and services and the physical effects of climate change could damage our assets or facilities, adversely impacting our business, results of operations, and financial condition.

~~Other~~Continuing ~~income~~political ~~was~~and $1social ~~million~~attention ~~for~~to the ~~year~~issue ~~ended~~of ~~December~~climate 31change has resulted in both existing and proposed international agreements and national, ~~2024~~regional, ~~compared~~and local legislation and regulatory measures to ~~other~~limit ~~expense~~GHG emissions. The implementation of $2these ~~million~~agreements, ~~for~~including the ~~year~~Paris ~~ended~~Agreement, ~~December~~the 31European Climate Law, ~~2023.~~and ~~For~~other ~~the~~existing ~~year~~or ~~ended~~future ~~December~~regulatory 31mandates, ~~2024~~may adversely affect the demand for our products and services, ~~other~~impose ~~income~~taxes ~~improvement~~on ~~was~~us ~~primarily~~or ~~attributable~~our customers, require us or our customers to anreduce ~~increase~~GHG inemissions ~~interest~~from ~~income~~our technologies or operations, or accelerate the obsolescence of our products or services.

30There is also increased focus by our customers, investors and other stakeholders on climate change, sustainability, and energy transition matters. Actions to address these concerns or negative perceptions of our industry or fossil fuel products and their relationship to the environment have led to initiatives to conserve energy and promote the use of alternative energy sources, which may reduce the demand for and production of oil and gas in areas of the world where our customers operate, and thus reduce future demand for our products and services.

~~Provision~~We ~~(benefit)~~and our suppliers also may be subject to physical risks associated with climate change, such as increased severity and frequency of extreme weather events and more frequent short-term business disruptions as a result of severe weather such as flooding, storms, droughts, fires, snowstorms and other climatic events, which could impair our ability to effectively deliver products and services to our customers or to keep our operating costs aligned with expectations or cause destruction to our assets or facilities. While we carry insurance coverage standard within our industry to protect us against many of these risks, the potential physical effects of climate change are uncertain, and we may not carry adequate coverage to protect all of our assets or facilities from climate-related events. If any of these risks were realized, we could experience interruptions in supply or increases in costs that might result in our being unable to meet customer demand for ~~income~~our ~~taxes~~products and services, damage our relationships with our customers and reduce our market share, all of which could adversely affect our results of operations and financial condition.

The effective tax rate for the years ended December 31, 2024, and December 31, 2023 was 28.1% and (79.7%), respectively. In general, the effective tax rate differs from the U.S. statutory rate due to recurring items, such as differing tax rates on income earned in foreign jurisdictions, nondeductible expenses and state income taxes. For the year ended December 31, 2024, the effective tax rate was also impacted by foreign currency translation losses and other charges incurred as a result of substantially completing the liquidation of certain foreign subsidiaries with no associated tax benefit, foreign tax credits expiring unused in the period, and the change in valuation allowance recorded against deferred tax assets. For the year ended December 31, 2023, the effective tax rate benefit was primarily driven by a $148 million deferred tax benefit from the release of the valuation allowance against certain U.S. and non-U.S. deferred tax assets and the recognition of tax expense from earnings in Canada and the United Kingdom.26

~~Consolidated~~We ~~Results~~may not have adequate insurance for potential liabilities, including liabilities arising from litigation.

~~Years~~In ~~Ended~~the ~~December~~ordinary 31course of business, ~~2023~~we have, and ~~December~~in 31the future may, ~~2022~~become the subject of various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, the products we distribute, employees and other matters, including potential claims by individuals alleging exposure to hazardous materials as a result of the products we distribute or our operations. Some of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of the businesses. The products we distribute are sold primarily for use in the energy industry, which is subject to inherent risks that could result in death, personal injury, property damage, pollution, release of hazardous substances or loss of production. In addition, defects in the products we distribute could result in death, personal injury, property damage, pollution, release of hazardous substances or damage to equipment and facilities. Actual or claimed defects in the products we distribute may give rise to claims against us for losses and expose us to claims for damages.

~~For~~We ~~discussion~~maintain ~~related~~insurance to ~~the~~cover ~~results~~certain of ~~operations~~our ~~and~~potential ~~changes in financial condition for the year ended December 31~~losses, ~~2023~~and ~~compared~~we toare ~~the~~subject ~~year ended December 31, 2022 refer~~ to ~~Part~~various IIself-retentions, ~~Item~~deductibles ~~7. Management's Discussion~~ and ~~Analysis~~caps ofunder ~~Financial Condition and Results of Operations in~~ our ~~2023~~insurance. ~~Form~~We ~~10-K,~~face ~~which~~the ~~was~~following ~~filed~~risks with ~~the~~respect ~~United~~to ~~States~~our ~~Securities~~insurance ~~and Exchange Commission on February 15, 2024.~~coverage:

•

31we may not be able to continue to obtain insurance on commercially reasonable terms;

•

~~Non-GAAP~~we ~~Financial~~may ~~Measures~~incur ~~and~~losses ~~Reconciliations~~from interruption of our business that exceed our insurance coverage;

•

Inwe anmay ~~effort~~be tofaced ~~provide investors~~ with ~~additional~~types ~~information regarding our results~~ of ~~operations~~liabilities asthat ~~determined~~will by GAAP, we disclose non-GAAP financial measures. The primary non-GAAP financial measure we disclose is earnings before interest, taxes, depreciation and amortization, excluding other costs (“EBITDA excluding other costs”) and EBITDA excluding other costs as of percentage of revenue. This financial measure excludes the impact of certain amounts and is not ~~calculated~~be incovered ~~accordance~~by ~~with~~our ~~GAAP. A reconciliation of this non-GAAP financial measure, to its most comparable GAAP financial measure, is included below.~~insurance;

•

Weour ~~use~~insurance ~~EBITDA~~carriers ~~excluding~~may ~~other~~not ~~costs~~be ~~internally~~able to ~~evaluate~~meet ~~and~~their ~~manage~~obligations ~~the~~under ~~Company’s operations because we believe it provides useful supplemental information regarding~~ the ~~Company’s~~policies; ~~ongoing operating performance. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons of operating results.~~or

•

~~The following table sets forth~~ the ~~reconciliations~~dollar amount of ~~EBITDA~~any ~~excluding~~liabilities ~~other~~may ~~costs~~exceed toour ~~the~~policy ~~most comparable GAAP financial measures (in millions):~~limits.

	Year Ended December 31,
	2024			As a % of revenue			2023			As a % of revenue			2022			As a % of revenue
GAAP net income attributable to DNOW Inc. (1)	$	81			3.4	%	$	247			10.6	%	$	128			6.0	%
Net income attributable to noncontrolling interest		1						1						1
Interest expense (income), net		(6	)					(4	)					(1	)
Income tax provision (benefit)		32						(110	)					10
Depreciation and amortization		34						26						19
Other costs:
Stock-based compensation		13						15						11
Other (2)		21						9						7
EBITDA excluding other costs	$	176			7.4	%	$	184			7.9	%	$	175			8.2	%

Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on us. Finally, even in cases where we maintain insurance coverage, our insurers may raise various objections and exceptions to coverage that could make uncertain the timing and amount of any possible insurance recovery.

WeDue ~~believe that net income (loss) attributable~~ to ~~DNOW~~our ~~Inc.~~position isas ~~the~~a ~~financial~~distributor, ~~measure~~we ~~calculated~~are ~~and~~subject ~~presented in accordance with GAAP that is most directly comparable~~ to ~~EBITDA~~personal ~~excluding~~injury, ~~other~~product ~~costs.~~liability ~~EBITDA excluding other costs measures the Company’s operating performance without regard to certain expenses. EBITDA excluding other costs is not a presentation made in accordance with GAAP~~ and ~~the~~environmental ~~Company’s~~claims ~~computation~~involving ofallegedly ~~EBITDA~~defective ~~excluding other costs may vary from others in the industry~~products. EBITDA excluding other costs has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

~~Other~~Our ~~includes~~customers use certain ~~income~~products we distribute in potentially hazardous applications that can result in personal injury, product liability and ~~expenses~~environmental claims. A catastrophic occurrence at a location where end-users use the products we distribute may result in us being named as a defendant in lawsuits asserting potentially large claims, even though we did not ~~included~~manufacture the products. Applicable law may render us liable for damages without regard to negligence or fault. In particular, certain environmental laws provide for joint and several and strict liability for remediation of spills and releases of hazardous substances. Certain of these risks are reduced by the fact that we are a distributor of products that third-party manufacturers produce, and, thus, in ~~stock~~certain circumstances, we may have third-~~based~~party ~~compensation~~warranty or other claims against the manufacturer of products alleged to have been defective. However, there is no assurance that these claims could fully protect us or that the manufacturer would be able financially to provide protection. There is no assurance that our insurance coverage will be adequate to cover the underlying claims. Our insurance does not provide coverage for all liabilities (including liability for certain events involving pollution or other environmental claims).

~~For~~We ~~the~~face ~~year~~risks ~~ended~~associated ~~December~~with ~~31,~~conducting ~~2024,~~business ~~Other included International restructuring charges of $9 million of which approximately $6 million of foreign currency translation losses included~~ in ~~impairment~~markets ~~and~~outside ~~other charges, approximately $2 million~~ of ~~inventory~~the ~~write-downs included in cost of products and $1 million of other exit costs included in warehousing, selling and administrative~~U. Additionally, Other also included transaction-related charges of approximately $12 million, of which approximately $5 million were included in cost of products and approximately $7 million included in warehousing, selling and administrativeS. ~~Transaction-related charges include transaction costs, inventory fair value step-up, retention bonus accruals~~ and ~~integration expenses associated with acquisitions~~Canada.

~~For~~We ~~the~~currently ~~year~~conduct ~~ended~~business ~~December~~in ~~31,~~countries ~~2023,~~outside ~~Other~~ of $9the ~~million~~U.S. ~~included~~and ~~approximately~~Canada. $5We ~~million~~could ~~(included~~be inmaterially ~~warehousing, selling~~ and ~~administrative)~~adversely ~~related~~affected toby economic, legal, ~~fees~~political ~~for~~and ~~litigation~~regulatory ~~matters~~developments ~~that~~in ~~were~~the ~~not~~countries ~~ordinary~~in orwhich ~~routine~~we todo ~~the operations of the~~ business ~~where~~in the ~~Company~~future isor ~~seeking~~in ~~damages~~which ~~and~~we ~~approximately~~expand $3our ~~million~~business, ~~(included~~particularly inthose ~~warehousing,~~countries ~~selling~~which ~~and~~have ~~administrative)~~historically ~~related~~experienced toa ~~separation~~high ~~and~~degree ~~transaction-related~~of ~~charges;~~political asor ~~well~~economic asinstability. ~~approximately~~Examples $1of ~~million~~risks ~~(included~~inherent in ~~other~~conducting ~~income~~business ~~and~~in ~~expense)~~markets ~~related~~outside ~~to settlements~~ of the ~~plan~~U.S. ~~assets~~ and ~~benefit~~Canada ~~obligations of the Company's defined benefit pension plans.~~include:

•

~~For~~changes ~~the year ended December 31, 2022, Other included approximately $10 million (included~~ in ~~impairment and other charges) related to~~ the ~~reclassification~~political ofand ~~accumulated~~economic ~~foreign~~conditions ~~currency~~in ~~translation losses due to~~ the ~~substantial~~countries ~~liquidation of certain foreign subsidiaries; as well as, approximately $10 million (included~~ in ~~warehousing,~~which ~~selling~~we ~~and administrative)~~operate, ofincluding ~~which~~civil ~~approximately~~uprisings ~~$5 million related to legal fees for litigation matters that were not ordinary or routine to the operations of the business where the Company is seeking damages~~ and ~~approximately~~terrorist ~~$5 million related to separation and transaction-related charges~~acts; ~~partially offset by a benefit of approximately $13 million (included in other income) related to the decrease of contingent consideration liability.~~

•

32unexpected changes in regulatory requirements;

•

~~Liquidity~~changes ~~and~~in ~~Capital~~tariffs ~~Resources~~and duties;

•

Wethe ~~assess~~adoption ~~liquidity in terms~~ of ~~our~~foreign ~~ability~~or todomestic ~~generate~~laws ~~cash~~limiting toexports ~~fund operating, investing and financing activities. We expect resources~~ to beor ~~available~~imports ~~to reinvest in existing businesses, strategic acquisitions and capital expenditures to meet short and long-term objectives. We believe that cash on hand, cash generated~~ from ~~expected~~certain ~~results~~foreign of operations and amounts available under our revolving credit facility will be sufficient to fund operations, anticipated working capital needs and other cash requirements, including capital expenditures and our share repurchase program.countries;

•

Atfluctuations ~~December~~in ~~31,~~currency ~~2024~~exchange ~~and~~rates ~~2023, we had cash~~ and ~~cash equivalents of $256 million and $299 million, respectively. As of December 31, 2024, $93 million of our cash and cash equivalents were maintained in~~ the ~~accounts~~value of ~~our various foreign subsidiaries. For~~ the ~~year ended December 31, 2024, we repatriated $9 million from our foreign subsidiaries~~U. ~~The Company makes a determination each period concerning its intent and ability to indefinitely reinvest the cash held by its foreign subsidiaries~~S. The Company has not recorded deferred income taxes on undistributed foreign earnings that it considers to be indefinitely reinvested. The Company makes a determination each period whether to indefinitely reinvest these earnings. If, as a result of these reassessments, the Company distributes these earnings in the future, additional tax liabilities offset by any available foreign tax credits may result.dollar;

•

Werestrictions ~~maintain a $500 million five-year senior secured revolving credit facility that will mature~~ on ~~December~~repatriation ~~14, 2026. Availability under the revolving credit facility is determined by a borrowing base comprised~~ of eligible receivables, eligible inventory and certain cash deposits in the U.S. and Canada. As of December 31, 2024, we had no borrowings against our revolving credit facility and had approximately $433 million in availability (as defined in the Credit Agreement) resulting in the excess availability (as defined in the Credit Agreement) of 99%, subject to certain restrictions. Availability excluding certain cash deposits was approximately $300 million. Borrowings that result in the excess availability dropping below the greater of 10% of the borrowing base or $40 million are conditioned upon compliance with or waiver of a minimum fixed charge ratio (as defined in the Credit Agreement). The credit facility contains usual and customary affirmative and negative covenants for credit facilities of this type including financial covenants. As of December 31, 2024, we were in compliance with all covenants. We continuously monitor compliance with debt covenants. A default, if not waived or amended, would prevent us from taking certain actions, such as incurring additional debt.earnings;

•

~~See~~expropriation ~~Note 13 “Leases”~~ of ~~the~~property ~~Notes~~without tofair ~~Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K) for additional information on our obligations and timing of expected future lease payments.~~ compensation;

We are often party to certain transactions that require off-balance sheet arrangements such as standby letters of credit and performance bonds and guarantees that are not reflected in our consolidated balance sheets. These arrangements are made in our normal course of business and they are not reasonably likely to have a current or future material adverse effect on our financial condition, results of operations, liquidity or cash flows.27

•

Ingovernmental ~~connection~~actions ~~with~~that ~~acquisitions~~result in ~~2024,~~ the ~~Company~~deprivation ~~is committed to total future retention payments~~ of upcontract toor ~~$13~~proprietary ~~million~~rights; ~~payable in 2026~~ and ~~2027. Payments are due to various employees if non-financial post combination service conditions are met pursuant to the terms and conditions of the retention agreements.~~

•

~~The~~the ~~following~~acceptance ~~table~~of ~~summarizes~~business ~~our~~practices ~~net~~which ~~cash~~are ~~flows~~not ~~provided~~consistent bywith ~~(used~~or ~~in)~~are ~~operating~~antithetical ~~activities,~~to ~~investing~~prevailing ~~activities~~business ~~and~~practices ~~financing~~we ~~activities~~are ~~for~~accustomed ~~the~~to ~~periods~~in ~~presented~~North ~~(in~~America ~~millions):~~including export compliance and anti-bribery practices and governmental sanctions.

	Year Ended December 31,
	2024			2023			2022
Net cash provided by (used in) operating activities	$	298		$	188		$	—
Net cash provided by (used in) investing activities		(304	)		(48	)		(87	)
Net cash provided by (used in) financing activities		(33	)		(55	)		(10	)

If we begin doing business in a foreign country in which we do not presently operate, we may also face difficulties in operations and diversion of management time in connection with establishing our business there.

~~Fiscal~~We ~~Year~~are ~~2024~~subject ~~Compared~~to U.S. and other anti-corruption laws, trade controls, economic sanctions, and similar laws and regulations, including those in the jurisdictions where we operate. Our failure to ~~Fiscal~~comply ~~Year~~with ~~2023~~these laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation.

~~Net~~Doing ~~cash~~business ~~provided~~on bya ~~operating~~worldwide ~~activities~~basis ~~was~~requires ~~$298~~us ~~million~~to incomply ~~2024~~with ~~compared~~the tolaws ~~$188~~and ~~million~~regulations inof ~~2023~~the U.S. ~~Cash~~government ~~provided~~and invarious ~~2024~~foreign ~~was~~jurisdictions. ~~primarily~~These ~~driven~~laws byand ~~$82~~regulations ~~million~~place ofrestrictions ~~net~~on ~~income~~our operations, ~~plus~~trade ~~$97~~practices, ~~million~~partners ofand ~~reconciling~~investment ~~adjustments~~decisions. In particular, ~~primarily~~our ~~depreciation~~operations are subject to U.S. and ~~amortization,~~foreign ~~stock~~anti-~~based~~corruption ~~compensation~~and trade control laws and ~~deferred~~regulations, ~~income~~such ~~taxes~~as the Foreign Corrupt Practices Act (“FCPA”), export controls and aeconomic ~~net~~sanctions ~~decrease~~programs, ofincluding ~~$119~~those ~~million~~administered inby ~~working~~the ~~capital~~U.S. ~~The~~Treasury ~~improvement~~Department’s inOffice ~~2024~~of ~~was~~Foreign ~~primarily~~Assets ~~driven~~Control by(“OFAC”). ~~improved~~As ~~inventory~~a ~~efficiency~~result of doing business in foreign countries and ~~better~~with ~~collections~~foreign onpartners, ~~our~~we ~~receivables~~are ~~compared~~exposed to ~~2023~~a heightened risk of violating anti-corruption and trade control laws and sanctions regulations.

~~Net~~The ~~cash~~FCPA ~~used~~prohibits inus ~~investing~~from ~~activities~~providing ~~was~~anything ~~$304~~of ~~million~~value into ~~2024~~foreign ~~compared~~officials tofor ~~$48~~the ~~million~~purposes inof ~~2023~~obtaining or retaining business or securing any improper business advantage. ~~Cash~~It ~~used~~also ~~primarily~~requires ~~related~~us to keep books and records that accurately and fairly reflect the Company’s transactions. As part of our business, ~~acquisitions~~we may deal with state-owned business enterprises, the employees of ~~$299~~which ~~million~~are considered foreign officials for purposes of the FCPA. In addition, ~~net~~the United Kingdom Bribery Act (the “Bribery Act”) extends beyond bribery of ~~cash~~foreign ~~acquired~~public officials and also applies to transactions with individuals that a government does not employ. The provisions of the Bribery Act are also more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. Some of the international locations in ~~2024~~which ~~compared~~we tooperate ~~$32~~lack ~~million~~a developed legal system and have higher than normal levels of corruption. Our continued expansion outside the U.S., ~~net~~including in developing countries, and our development of ~~cash~~new ~~acquired~~partnerships and joint venture relationships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in ~~2023~~the future.

~~Net~~Economic ~~cash~~sanctions ~~used~~programs inrestrict ~~financing~~our ~~activities~~business ~~was~~dealings ~~$33~~with ~~million~~certain insanctioned ~~2024~~countries, ~~compared~~persons toand ~~$55~~entities. ~~million~~In inaddition, ~~2023.~~because ~~Cash~~we ~~used~~act ~~primarily~~as ~~related~~a todistributor, we face the ~~Company's~~risk ~~payment~~that ofour ~~approximately~~customers ~~$23~~might ~~million~~further ~~for~~distribute ~~share~~our ~~repurchases~~products to a sanctioned person or entity, or an ultimate end-user in ~~2024~~a ~~compared~~sanctioned country, which might subject us to ~~$50~~an ~~million~~investigation inconcerning ~~2023~~compliance with the OFAC or other sanctions regulations.

33Violations of anti-corruption and trade control laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist our compliance with applicable U.S. and international anti-corruption and trade control laws and regulations, including the FCPA, the Bribery Act and trade controls and sanctions programs administered by the OFAC, and have trained our employees to comply with these laws and regulations. However, there can be no assurance that all of our employees, consultants, agents or other associated persons will not take actions in violation of our policies and these laws and regulations, and that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our local, strategic or joint venture partners take inside or outside of the U.S., even though our partners may not be subject to these laws. Such a violation, even if our policies prohibit it, could have a material adverse effect on our reputation, business, financial condition and results of operations. In addition, various state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business with sanctioned countries, persons and entities, which could adversely affect the market for our common stock and other securities.

~~Effect~~Compliance ofwith and changes in laws and regulations in the ~~Change~~countries in ~~Exchange~~which ~~Rates~~we operate could have a significant financial impact and affect how and where we conduct our operations.

~~For~~We have operations in the ~~year~~U.S. ~~ended~~and ~~December~~in ~~31,~~other ~~2024,~~countries that can be impacted by expected and unexpected changes in the ~~effect~~business ofand legal environments in the ~~change~~countries in ~~exchange~~which ~~rates~~we onoperate. ~~cash~~Compliance ~~flows~~with ~~was~~and $4changes ~~million~~in ~~unfavorable~~laws, ~~compared~~regulations, and other legal and business issues could impact our ability to $2manage ~~million~~our ~~favorable~~costs ~~for~~and to meet our earnings goals. Compliance related matters could also limit our ability to do business in certain countries. Changes that could have a significant cost to us include new legislation, new regulations, or a differing interpretation of existing laws and regulations, changes in tax law or tax rates, the ~~years~~unfavorable ~~ended~~resolution ~~December~~of 31tax assessments or audits by various taxing authorities, ~~2023~~the expansion of currency exchange controls, export controls or additional restrictions on doing business in countries subject to sanctions in which we operate or intend to operate.

For discussion related to the cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2022 refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Form 10-K, which was filed with the United States Securities and Exchange Commission on February 15, 2024.28

~~Capital~~We ~~Spending~~are a defendant in asbestos-related lawsuits. Exposure to these and any future lawsuits could have a material adverse effect on us.

We ~~intend~~are a defendant in lawsuits involving approximately 713 claims, arising from exposure to ~~pursue~~asbestos-containing ~~additional~~materials ~~acquisition~~included ~~candidates~~in products that we are alleged to have distributed. Each claim involves allegations of exposure to asbestos-containing materials by a single individual, ~~but~~his or her spouse or family members. The complaints in these lawsuits typically name many other defendants. In the ~~timing~~majority of these lawsuits, ~~size~~little or ~~success~~no information is known regarding the nature of ~~any~~the ~~acquisition~~plaintiffs’ ~~effort~~alleged ~~and~~injuries or their connection with the ~~related~~products we distributed. The potential ~~capital~~liability ~~commitments~~associated ~~cannot~~with beasbestos ~~predicted.~~claims Weis ~~continue~~subject to ~~expect~~many uncertainties, including negative trends with respect to ~~fund~~settlement payments, dismissal rates and the types of medical conditions alleged in pending or future ~~cash~~claims, ~~acquisitions~~negative ~~primarily~~developments ~~with~~in ~~cash~~the onclaims ~~hand~~pending against us, ~~cash~~the ~~flow~~current ~~from~~or ~~operations~~future ~~and~~insolvency of co-defendants, adverse changes in relevant laws or the ~~usage~~interpretation of those laws and the extent to which insurance will be available ~~portion~~to ofpay for defense costs, judgments or settlements. In addition, applicable insurance policies are subject to overall caps on limits, which coverage may exhaust the ~~revolving~~amount ~~credit~~available ~~facility~~from insurers under those limits. WeIn ~~expect~~those ~~capital~~cases, ~~expenditures~~the ~~for~~Company ~~fiscal~~is ~~year~~seeking ~~2025~~indemnity topayments ~~approximate~~from ~~$20~~responsive ~~million~~excess insurance policies, ~~primarily~~but ~~related~~other insurers may not be solvent or may not make payments under the policies without contesting their liability. Further, while we anticipate that additional claims will be filed against us in the future, we are unable to ~~purchases~~predict ofwith ~~property~~any certainty the number, ~~plant~~timing and ~~equipment~~magnitude of future claims. WeTherefore, ~~will~~pending ~~continue~~or tofuture ~~maintain~~asbestos ~~capital~~litigation ~~discipline~~may ultimately have a material adverse effect on us. See Management’s Discussion and ~~monitor~~Analysis ~~market~~of ~~dynamics~~Financial Condition and Results of Operations (Part II, Item 7 of this Form 10-K), Legal Proceedings (Part I, Item 3 of this Form 10-K) and weNote ~~may~~14 ~~adjust~~“Commitments ~~our~~and ~~capital~~Contingences” ~~expenditures~~of ~~accordingly~~the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K) for more information.

ShareRisks RepurchaseRelating Programto Our Common Stock

On August 3, 2022, the Company’s Board of Directors approved a share repurchase program, under which the Company is authorized to purchase up to $80 million of its outstanding common stock through December 31, 2024. The ~~Company~~market ~~has~~price ~~fully utilized this $80 million repurchase program as~~ of ~~December 31, 2024. For the year ended December 31, 2024, we repurchased 1,823,249 shares of~~ our common stock for a total of $23 million. 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. We expect to fund share repurchases primarily with cash on hand, cash flow from operations and the usage of the available portion of the revolving credit facility. The timing and amount of any repurchases will be made at our discretion, taking into account a number of factors, including market conditions. The share repurchase program does not obligate the Company to repurchase shares ~~and~~ may befluctuate ~~suspended or discontinued at any time at our discretion~~widely. ~~All shares repurchased shall be retired pursuant to the terms of the share repurchase program.~~

34The market price of our common stock may fluctuate widely, depending upon many factors, some of which may be beyond our control, including:

•

~~Critical~~our ~~Accounting~~competitors’ ~~Estimates~~significant acquisitions or dispositions;

•

~~In preparing~~ the ~~financial~~failure ~~statements,~~of ~~the~~our ~~Company~~operating ~~makes~~results ~~assumptions,~~to ~~estimates~~meet ~~and judgments that affect~~ the ~~amounts reported. The Company periodically evaluates its~~ estimates ~~and judgments that are most critical in nature, which are related to allowance for credit losses, inventory reserves, goodwill, purchase price allocation~~ of ~~acquisitions~~securities ~~and~~analysts ~~income~~or ~~taxes.~~the ~~Its estimates are based on historical experience and on its future~~ expectations ~~that the Company believes are reasonable. The combination~~ of ~~these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from~~ our ~~current estimates and those differences may be material.~~stockholders;

•

~~Allowance~~changes ~~for~~in ~~Credit~~earnings ~~Losses~~estimates by securities analysts or our ability to meet our earnings guidance;

•

~~Accounts receivable consist of balances due from customers and are reported net of~~ the ~~allowance~~operating ~~for credit losses, which represents their estimated net realizable value. These receivables are generally trade receivables due in one year or less or expected to be billed~~ and ~~collected~~stock inprice ~~one~~performance ~~year or less. The Company measures the allowance for credit losses on trade receivables based on an evaluation~~ of ~~accounts~~other ~~receivable~~comparable aging, and where applicable, specific reserves on an individual customer basis. The estimated allowance for credit losses reflects the Company’s immediate recognition of current expected credit losses by incorporating accounts receivable aging, and the related historical loss experience, as adjusted for current and expected future market conditions that are reasonably available. Judgments in the estimate of allowance for credit losses include global economic and business conditions, oil and gas industry and market conditions, customers’ financial conditions and account receivables past due. Results of operations can be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts. At December 31, 2024 and 2023, allowance for credit losses totaled $15 million and $26 million, or 3.7% and 6.3% of gross accounts receivable, respectively.companies;

•

~~Inventory~~overall ~~Reserves~~market fluctuations and general economic conditions; and

•

Inventories consist primarily of oilfield and industrial finished goods and work in process. Work in process primarily consists of inventory and labor related to customer specific engineered equipment. Finished goods are stated at the lower of cost or net realizable value and using average cost methods. Allowances for excess and obsolete inventories are determined based on the Company’s historical usage of inventory on hand as well as its future expectations. The Company’s estimated carrying value of inventory therefore depends upon demand driven by oil and gas spending activity, which depends in turn upon oil, gas and steel prices, the general outlook for economic growth worldwide, available financing for the Company’s customers, political stability in major oil and gas producing areas and the potential obsolescence of various inventory items the Company stocks, among other factors. Atdescribed ~~December~~in ~~31,~~these ~~2024~~“Risk ~~and~~Factors” ~~2023, inventory reserves totaled $17 million~~ and ~~$21~~elsewhere ~~million, or 4.6% and 5.4% of gross inventory, respectively. Changes~~ in ~~our~~this ~~estimates~~Form ~~can be material under different market conditions~~10-K.

~~Goodwill~~Stock markets in general have also experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could negatively affect the trading price of our common stock.

~~Generally~~Your ~~accepted~~percentage ~~accounting~~ownership ~~principles~~in ~~require~~us ~~the~~may ~~Company to test goodwill for impairment at least annually or more frequently whenever events or circumstances occur indicating that it might~~ be ~~impaired.~~diluted Impairment of goodwill is tested at the reporting unit level which is defined as an operating segment or one level below that constitutes a business for which financial information is available and is regularly reviewed by management. We perform the goodwill impairment testing annually in the fourth quarter of each fiscal year, and more frequently on an interim basis, when an event occurs or changes in circumstances indicate that the fair value of a reporting unit may have declined below its carrying valuefuture. We use either a qualitative assessment or a quantitative assessment. If the qualitative assessment indicates it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. Events or circumstances which could indicate a probable impairment include, but are not limited to, a significant reduction in worldwide oil and gas prices or drilling; a significant reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant reduction in worldwide well completion and remediation activity; a significant reduction in capital investment by other oilfield service companies; or a significant increase in worldwide inventories of oil or gas.

~~The~~As ~~Company~~with ~~has~~any ~~recorded~~publicly ~~$230~~traded ~~million~~company, ofyour ~~goodwill~~percentage asownership ofin ~~December~~us ~~31,~~may ~~2024.~~be Wediluted ~~performed~~in the ~~qualitative~~future ~~assessment~~because ~~described~~of ~~above~~equity issuances for ~~the~~acquisitions, ~~annual~~capital ~~goodwill~~market ~~impairment~~transactions ~~test~~or inotherwise, ~~2024~~including, ~~and~~without ~~concluded~~limitation, itequity ~~was~~awards ~~more likely than not~~ that ~~the~~we ~~fair~~expect ~~value~~will ofbe ~~each~~granted ofto ~~its~~our ~~reporting units was greater than its carrying amount. Accordingly~~directors, noofficers ~~further~~and ~~testing was required~~employees.

35We cannot assure you that we will pay dividends on our common stock.

~~Purchase~~We ~~Price~~do ~~Allocation~~not currently pay dividends on our common stock. We currently intend to retain our future earnings to support the growth and development of ~~Acquisitions~~our business. The payment of future cash dividends, if any, will be at the discretion of our Board of Directors and will depend upon, among other things, our financial condition, results of operations, capital requirements and development expenditures, future business prospects and any restrictions imposed by future debt instruments.

~~The~~Certain ~~Company~~provisions allocates the fair value of the purchase price consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the fair value of the acquired assets and liabilities, if any, is recorded as goodwill. The Company uses all available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows, multi-period excess earnings and relief from royalty. The Company engages third-party valuation advisors to assist in ~~fair~~our ~~value~~corporate ~~determination~~documents ~~of inventories, identifiable intangible assets~~ and ~~any~~Delaware ~~other~~law ~~significant~~may ~~assets~~prevent or ~~liabilities~~delay ~~when~~an ~~appropriate.~~acquisition ~~The judgments made in determining the estimated fair value assigned to each class~~ of ~~assets~~our ~~acquired and liabilities assumed~~company, aseven ~~well~~if asthat ~~asset~~change ~~lives,~~may ~~could~~be ~~materially~~considered ~~impact~~beneficial ~~the~~by ~~Company’s~~some ~~results~~ of ~~operations~~our stockholders.

~~Income~~The ~~Taxes~~existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay or prevent a change in control of us that a stockholder may consider favorable. These include provisions:

•

~~The~~providing ~~Company~~our isBoard ~~a U.S. registered company and is subject to income taxes in the U.S. The Company operates through various subsidiaries in a number~~ of ~~countries~~Directors ~~throughout~~with the ~~world.~~right ~~Income~~to ~~taxes~~issue ~~are~~preferred ~~based~~stock ~~upon~~without ~~the~~stockholder ~~tax laws and rates of the countries in which the Company operates and earns income.~~approval;

•

~~The~~prohibiting ~~Company’s~~stockholders ~~annual~~from ~~tax~~taking ~~provision~~action isby ~~based~~written on taxable income, statutory rates, and the interpretation of the tax laws in the various jurisdictions in which the Company operates. Changes in tax laws, regulations and treaties, foreign currency exchange restrictions or the Company’s level of operations or profitability in each jurisdiction could impact the tax liability in any given year.consent;

The Company determined the provision for income taxes under the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.29

•

~~Deferred~~restricting ~~income taxes arise from temporary differences between~~ the ~~tax~~ability ~~basis~~ of ~~assets~~our ~~and~~stockholders ~~liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The Company recognizes deferred tax assets~~ to ~~the~~call ~~extent that the Company believes these assets are more-likely-than-not to be realized, recording~~ a ~~valuation~~special allowance against the gross carrying value of the deferred tax assets to reduce the net recorded amount to the expected realizable amount. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. In evaluating the Company’s ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of operations.meeting;

•

Asproviding ofthat ~~December 31, 2024,~~ the ~~Company~~number ~~has recognized a valuation allowance~~ of ~~$21~~directors ~~million~~will ~~on certain identified deferred tax assets in the U.S. and non-U.S. jurisdictions where management believes that it is not more-likely-than-not that the Company would~~ be ~~able~~filled toby ~~realize~~ the ~~benefits~~Board of ~~those~~Directors ~~specific~~and ~~deferred~~vacancies ~~tax~~on ~~assets. The change during~~ the ~~year~~Board ~~in the valuation allowance was a reduction~~ of $3Directors, ~~million~~including inthose ~~the~~resulting ~~U.S.~~from ~~and~~an $1enlargement ~~million~~of ~~in other foreign jurisdictions primarily due to substantially completing~~ the ~~liquidation~~Board of ~~certain~~Directors, ~~foreign subsidiaries. The Company~~ will ~~continue~~be tofilled ~~monitor~~by the ~~need~~Board ~~for a valuation allowance against its deferred tax assets and record adjustments as appropriate in future periods. See Note 10 “Income Taxes”~~ of ~~the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K) for additional information.~~Directors;

•

~~The~~requiring ~~Company~~cause ~~records unrecognized tax benefits as liabilities in accordance with ASC 740~~ and ~~adjusts~~an ~~these~~affirmative ~~liabilities~~vote ~~when judgment changes as a result~~ of ~~the~~at ~~evaluation~~least of80 ~~new~~percent ~~information not previously available in jurisdictions~~ of ~~operation. The Company records uncertain tax positions in accordance with ASC 740 on~~ the ~~basis~~voting ofpower ~~a two-step process whereby (1) the Company determines whether it is more-likely-than-not that the tax positions will be sustained on the basis~~ of the ~~technical merits of the position and (2) for those tax positions that meet the more~~then-~~likely-than-not~~outstanding ~~recognition~~voting ~~threshold,~~stock ~~the Company recognizes the largest amount of tax benefit that is more than 50 percent likely~~ to beremove realized upon ultimate settlement with the related tax authority. The annual tax provision includes the impact of income tax provisions and benefits for changes to liabilities that the Company considers appropriate, as well as related interest.directors;

•

~~The~~requiring ~~Company~~the isaffirmative ~~subject~~vote toof ~~audits~~at byleast ~~federal,~~80 ~~state~~percent ~~and foreign jurisdictions which may result in proposed assessments. Because~~ of the ~~complexity~~voting ofpower ~~some~~ of ~~these uncertainties,~~ the ~~ultimate~~then-outstanding ~~resolution~~voting ~~may~~stock ~~result~~to inamend acertain ~~payment~~provisions ~~that~~of isour ~~materially~~certificate ~~different from the current estimate~~ of ~~the~~incorporation ~~unrecognized tax benefit liabilities. The Company reviews these liabilities quarterly~~ and tobylaws; ~~the extent audits or other events result in an adjustment to the liability accrued for a prior year, the effect will be recognized in the period of the event.~~and

•

36establishing advance notice requirements for nominations of candidates for election to our Board of Directors or for stockholder proposals.

AsIn ~~of December 31~~addition, ~~2024,~~we ~~the~~are ~~Company has an immaterial amount of undistributed foreign earnings that may be~~ subject to ~~taxation~~Section ~~upon~~203 aof ~~future~~the ~~distribution.~~Delaware ~~The~~General ~~Company~~Corporation ~~has~~Law ~~not~~(the ~~recorded~~“DGCL”) ~~deferred~~which ~~income~~may ~~taxes~~have onan ~~undistributed~~anti-takeover ~~foreign~~effect ~~earnings~~with ~~that~~respect ~~it considers~~ to betransactions ~~indefinitely~~not ~~reinvested.~~approved ~~The~~in ~~Company~~advance ~~makes~~by aour ~~determination~~Board ~~each~~of ~~period whether to indefinitely reinvest these earnings. If~~Directors, asincluding adiscouraging ~~result~~takeover ofattempts ~~these~~that ~~reassessments,~~could ~~the~~have ~~Company~~resulted ~~distributes~~in ~~these~~a ~~earnings~~premium inover the ~~future,~~market ~~additional~~price ~~tax~~for ~~liabilities~~shares ~~may~~of ~~result,~~our ~~offset~~common ~~by any available foreign tax credits~~stock.

~~Recently~~We ~~Issued~~believe ~~Accounting~~these ~~Standards~~provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make our company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is not in the best interests of our company and our stockholders.

InITEM November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires more detailed information related to types of expenses in commonly presented captions in income statements1B. ASUUNRESOLVED 2024-03STAFF is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company will not early adopt, and is currently assessing the impact of ASU 2024-03 in its consolidated financial statements and its disclosures. The Company does not expect the adoption of this standard to have a material impact in its consolidated statements. COMMENTS

~~In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which requires public companies to expand the income tax disclosures~~None. The ASU requires entities to disclose more detailed information in their effective tax rate reconciliation and their cash taxes paid both in the U.S., state and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. The Company will not early adopt, and is currently assessing the impact of ASU 2023-09 in its consolidated financial statements and in its disclosures. The Company does not expect the adoption of this standard to have a material impact in its consolidated statements.

RecentlyITEM Adopted1C. Accounting StandardsCYBERSECURITY

InCyber ~~November~~Risk ~~2023,~~Management the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), which requires enhanced segment disclosures primarily focusing on significant segment expense disclosures for both interim and annual periods. On January 1, 2024, the Company adopted this standard using modified retrospective transition method. See Note 17 “Business Segments” of the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K) for additional information.Strategy

37The Company recognizes the increasing significance of cybersecurity threats in today's digital landscape and has implemented a cyber risk management program to identify, assess, manage, mitigate and respond to cybersecurity threats. This program is integrated within the Company's enterprise risk management program. Our approach is designed to safeguard sensitive information, protect critical assets and maintain the integrity of our operations.

•

~~ITEM~~Regular ~~7A. QUANTITATIVE~~assessments ~~AND~~of ~~QUALITATIVE~~cyber ~~DISCLOSURES~~risks, ~~ABOUT~~taking ~~MARKET~~into ~~RISK~~account the evolving threat landscape, technological advancements and changes in our business operations.

•

WeProactive ~~are~~identification ~~exposed~~and tomitigation ~~certain~~of ~~market~~vulnerabilities ~~risks that are inherent~~ in our ~~financial~~information ~~instruments~~systems ~~and~~through ~~arise~~regular ~~from~~scanning, ~~changes~~testing ~~in interest rates~~ and ~~foreign~~patch ~~currency exchange rates~~management. We may enter into derivative financial instrument transactions to manage or reduce market risk but do not enter into derivative financial instrument transactions for speculative purposes. We do not currently have any material outstanding derivative instruments. See Note 15 “Derivative Financial Instruments” of the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K) for additional information.

•

AImplementing ~~discussion~~and continuously monitoring security controls, including firewalls, intrusion detection systems, encryption and access controls, to safeguard against unauthorized access and data breaches. Our controls are based on the latest Center of ~~our~~Internet ~~primary~~Security ~~market~~(CIS) ~~risk~~Critical ~~exposure~~Security inControls ~~financial~~best ~~instruments~~practices isfor ~~presented~~cybersecurity ~~below~~and the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF).

•

~~Foreign~~Regular ~~Currency~~testing ~~Exchange~~of ~~Rate~~our ~~Risk~~Cyber Incident Response Plan through tabletop exercises to ensure a swift, coordinated and effective response in the event of cyber incidents to minimize impact on operations. As part of our cyber incident response process, we also engage third-party experts as needed, such as external legal advisors and cybersecurity forensic firms.

We have operations in foreign countries and transact business globally in multiple currencies. Our net assets as well as our revenues and costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. Because we operate globally and approximately one-fourth of our 2024 net sales were outside the U.S., foreign currency exchange rates can impact our financial position, results of operations and competitive position. We are a net receiver of foreign currencies, and therefore, benefit from a weakening of the U.S. dollar and are adversely affected by a strengthening of the U.S. dollar relative to the foreign currency. As of December 31, 2024, our most significant foreign currency exposure was to the Canadian dollar, followed by the British pound and the Australian dollar.Governance

~~The~~Our ~~financial~~governance ~~statements~~structure ofis ~~foreign~~designed subsidiaries are translated into their U.S. dollar equivalents at end-of-period exchange rates for assets and liabilities, while revenue, costs and expenses are translated at average monthly exchange rates. Translation gains and losses are components of other comprehensive income (loss) as reported in the consolidated statements of comprehensive income (loss). Upon complete or substantially complete liquidation of a foreign subsidiary, the accumulated foreign currency translation gains and losses relating to ~~the~~ensure ~~foreign~~effective ~~subsidiary~~oversight ~~are reclassified into earnings, reflected in impairment~~ and ~~other~~management ~~charges in the consolidated statements~~ of ~~operations.~~cybersecurity During 2024, we reported a net foreign currency translation loss of $8 million, after the reclassification of accumulated foreign currency translation losses of approximately $6 million related to the substantial liquidation of certain foreign subsidiaries.risks:

•

~~Foreign~~The ~~currency~~Board ~~exchange~~of ~~rate~~Directors ~~fluctuations generally do not materially affect our earnings since the functional currency~~ is ~~typically~~actively ~~the~~engaged ~~local currency; however, our operations also have net assets not denominated~~ in ~~their~~overseeing ~~functional~~cybersecurity ~~currency~~matters, ~~which~~receiving ~~exposes~~regular usbriefings ~~to changes in foreign currency exchange rates that impact our net income as foreign currency transaction gains~~ and ~~losses.~~ensuring ~~Foreign~~alignment ~~currency~~between ~~transaction~~cybersecurity ~~gains~~strategy and ~~losses~~overall ~~arising~~business from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in the consolidated statements of operations as a component of other income (expense)strategy. For the years ended December 31, 2024, 2023 and 2022, we reported a net foreign currency transaction loss of $1 million, $1 million and $2 million, respectively. Gains and losses are primarily due to exchange rate fluctuations related to monetary asset balances denominated in currencies other than the functional currency and fair value adjustments to economically hedged positions as a result of changes in foreign currency exchange rates.

•

~~Some~~A ofdedicated ~~our~~committee ~~revenues~~oversees ~~for~~cybersecurity ~~our foreign operations are denominated in U.S. dollars~~governance, ~~and~~assessing ~~therefore~~policies, ~~changes~~practices in foreign currency exchange rates impact earnings to the extent that costs associated with those U.S. dollar revenues are denominated in the local currency. Similarly, some of our revenues for our foreign operations are denominated in foreign currencies, but have associated U.S. dollar costs, which also give rise to foreign currency exchange rate exposure. In order to mitigate those risks, we may utilize foreign currency forward contracts to better match the currency of the revenues and ~~the~~risk ~~associated~~mitigation ~~costs.~~strategies Although we may utilize foreign currency forward contracts to economically hedge certain foreign currency denominated balances or transactions, we do not currently hedge the net investments in our foreign operations. The counterparties to our forward contracts are major financial institutions. The credit ratings and ~~concentration~~ensuring ofalignment ~~risk~~with ofindustry ~~these~~best ~~financial institutions are monitored by us on a continuing basis~~practices. ~~In the event that the counterparties fail to meet the terms of a foreign currency contract, our exposure is limited to the foreign currency rate differential.~~

•

~~The~~Our ~~average~~executive ~~foreign~~leadership ~~exchange~~team ~~rate~~actively ~~for~~participates ~~2024~~in ~~compared to~~ the ~~average~~development ~~for~~and ~~2023~~execution ~~remained~~of ~~flat~~cybersecurity ~~compared~~strategy, toreinforcing the ~~U.S.~~importance ~~dollar~~of ~~based~~cybersecurity onat the ~~aggregated~~highest ~~weighted~~levels ~~average revenue~~ of ~~our foreign-currency denominated foreign operations. The Canadian dollar and Australian dollar decreased in relation to~~ the Uorganization.~~S. dollar by 1% while the British pound increased in relation to the U.S dollar by approximately 3%.~~

We utilized a sensitivity analysis to measure the potential impact on earnings based on a hypothetical 10% change in foreign currency rates. A 10% change from the levels experienced during 2024 of the U.S. dollar relative to foreign currencies that affected the Company would have resulted in $1 million change in net income for 2024.30

•

~~Commodity~~IT ~~Steel~~and ~~Pricing~~Cybersecurity reports to the Chief Administrative and Information Officer (CAIO) who provides updates to the dedicated committee.

~~Our~~Regulatory business is sensitive to steel prices, which can impact our product pricing, with steel tubular prices generally having the highest degree of sensitivity. While we cannot predict steel prices, we mitigate this risk by managing our inventory levels, including maintaining sufficient quantity on hand to meet demand, while limiting the risk of overstocking.Compliance

38We remain committed to complying with all relevant cybersecurity regulations and standards applicable to our industry. Our governance structure is designed to adapt to evolving regulatory requirements and industry best practices.

~~ITEM~~While ~~8. FINANCIAL~~we ~~STATEMENTS~~believe ~~AND~~our ~~SUPPLEMENTARY~~current ~~DATA~~measures are robust, we recognize the dynamic nature of cyber threats and continually refine our approach to remain vigilant and responsive.

~~Attached~~This ~~hereto~~disclosure ~~and~~provides stakeholders with a ~~part~~comprehensive overview of ~~this~~the ~~report~~organization's ~~are~~cyber ~~financial~~risk ~~statements~~management, strategy and ~~supplementary~~governance ~~data~~practices, ~~listed~~demonstrating ina ~~Item~~commitment ~~15.~~towards ~~“Exhibits,~~proactive ~~Financial~~cybersecurity ~~Statement~~measures ~~Schedules~~and compliance.”

~~ITEM~~No 9unauthorized access to customer, vendor, supplier, joint venture, employee or our data has occurred as a result of cybersecurity incidents that have had a material adverse effect on our business, operations, or consolidated financial condition. ~~CHANGES~~ INSee ~~AND~~additional ~~DISAGREEMENTS~~information ~~WITH~~about ~~ACCOUNTANTS~~our ONcybersecurity ~~ACCOUNTING~~risks ~~AND~~under ~~FINANCIAL~~Risks ~~DISCLOSURE~~Relating to Our Business in Item1(a) Risk Factors.

~~None.~~31

ITEM 9A2. CONTROLS AND PROCEDURESPROPERTIES

WeAs ~~maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the Securities Exchange Act~~ of ~~1934,~~December ~~as amended (the Exchange Act of 1934)~~31, ~~is recorded~~2025, ~~processed,~~our ~~summarized~~three ~~and~~reporting ~~reported~~segments, ~~within~~ the ~~time~~United ~~periods~~States, ~~specified~~Canada ~~in SEC rules~~ and ~~forms~~International, ~~and~~had ~~that~~approximately ~~such~~210 ~~information~~locations, is35 ~~accumulated~~locations and ~~communicated~~55 ~~to management~~locations, ~~including~~respectively. ~~our~~International ~~principal~~countries ~~executive~~include: ~~and~~Australia, ~~principal~~Belgium, ~~financial~~Finland, ~~officers~~France, asGermany, ~~appropriate~~Italy, toKuwait, ~~allow~~the ~~timely~~Netherlands, ~~decisions~~New ~~regarding~~Zealand, ~~required~~Norway, ~~disclosure.~~Oman, AsSaudi ~~of December 31~~Arabia, ~~2024~~Singapore, ~~with~~ the ~~participation~~United ofArab ~~management~~Emirates, ~~our President~~ and ~~Chief~~the ~~Executive~~UK. ~~Officer~~Our ~~and~~properties ~~our~~are ~~Senior~~comprised ~~Vice~~of ~~President~~offices, ~~and~~branches, ~~Chief~~super ~~Financial~~centers ~~Officer~~and ~~carried out an evaluation~~RDCs, ~~pursuant~~approximately to91% ~~Rule~~of ~~13a-15(b)~~which ofare ~~the~~leased. ~~Exchange~~One ~~Act~~owned offacility ~~1934,~~is ofpledged ~~the~~as ~~effectiveness~~collateral ofunder our ~~disclosure~~senior ~~controls~~secured ~~and~~revolving ~~procedures~~credit ~~(as~~facility ~~defined~~discussed in ~~Rule~~Note ~~13a-15(e)~~11 “Debt” of the ~~Exchange~~Notes ~~Act~~to ofConsolidated ~~1934).~~Financial ~~Based~~Statements ~~upon~~(Part ~~that evaluation~~IV, ~~our~~Item ~~President~~15 ~~and~~of ~~Chief~~this ~~Executive~~Form ~~Officer~~10-K); ~~and~~none ~~our~~of ~~Senior Vice President and Chief Financial Officer concluded that~~ our ~~disclosure~~owned ~~controls~~facilities ~~and~~are ~~procedures~~subject ~~were~~to ~~operating effectively as of December 31, 2024~~mortgages.

Management’sITEM Annual3. ReportLEGAL on Internal Control Over Financial ReportingPROCEEDINGS

~~Pursuant~~From time to ~~Section~~time, ~~404~~we ofhave been subject to various claims and involved in legal proceedings incidental to the ~~Sarbanes-Oxley~~nature ~~Act~~of our businesses. We maintain insurance coverage to reduce financial risk associated with certain of ~~2002~~these claims and asproceedings. ~~defined~~It inis ~~Rules~~not ~~13a-15(f)~~possible to predict the outcome of these claims and ~~15d-15(f)~~proceedings. ~~under~~However, ~~the~~in ~~Exchange~~our ~~Act~~opinion, ~~management~~there isare ~~required~~no pending legal proceedings that upon resolution are likely to ~~provide~~have ~~the~~a ~~following~~material ~~report~~effect on our ~~internal~~business, ~~control~~financial ~~over~~condition, ~~financial~~results ~~reporting:~~of operations or cash flows.

~~Management~~Also, isfrom time to time, in the ordinary course of our business, our customers may claim that the products that we distribute are either defective or require repair or replacement under warranties that either we or the manufacturer may provide to the customer. These proceedings are, in the opinion of management, ordinary and routine matters incidental to our normal business. Our purchase orders with our suppliers generally require the manufacturer to indemnify us against any product liability claims, leaving the manufacturer ultimately responsible for ~~establishing~~these claims. In many cases, state, provincial or foreign law provides protection to distributors for these sorts of claims, shifting the responsibility to the manufacturer. In some cases, we could be required to repair or replace the products for the benefit of our customer and ~~maintaining~~seek ~~adequate~~our ~~internal~~recovery ~~control~~from ~~over~~the manufacturer for our expense. In the opinion of management, the ultimate disposition of these claims and proceedings are not expected to have a material adverse effect on our financial ~~reporting~~position, results of operations or cash flows.

~~Management~~For ~~has~~information ~~evaluated~~regarding ~~the~~asbestos ~~system~~cases ofin ~~internal~~which ~~control~~we ~~using~~are ~~the~~a ~~Committee~~defendant ofand ~~Sponsoring~~other ~~Organizations~~claims ofand ~~the~~proceedings, ~~Treadway~~see ~~Commission 2013 framework (“COSO 2013 framework”).~~ Management’s ~~has~~Discussion ~~selected~~and ~~the~~Analysis ~~COSO~~of ~~2013~~Financial ~~framework~~Condition ~~for~~and ~~its~~Results ~~evaluation~~of asOperations it(Part isII, aItem ~~control~~7 ~~framework~~of ~~recognized~~this byForm ~~the~~10-K) ~~SEC~~ and ~~the~~Note ~~Public~~14 ~~Company~~“Commitments ~~Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative~~ and ~~quantitative~~Contingencies” ~~measurement~~ of ~~our~~the ~~internal~~Notes ~~controls,~~to isConsolidated ~~sufficiently~~Financial ~~complete~~Statements so(Part ~~that~~IV, ~~relevant~~Item ~~controls~~15 ~~are not omitted and is relevant to an evaluation~~ of ~~internal~~this ~~controls~~Form ~~over financial reporting~~10-K).

BasedITEM on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, 20244. ThereMINE areSAFETY no material weaknesses in our internal control over financial reporting that have been identified by management.DISCLOSURES

InNot accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisitionApplicable. During 2024, the Company completed the acquisitions of Whitco Supply, LLC and Trojan Rentals, LLC, which represented approximately 12.5% of our consolidated revenues for the year ended December 31, 2024 and 11.7% of consolidated assets as of December 31, 2024. For purposes of determining the effectiveness of the Company’s internal control over financial reporting, as disclosed in this report, management has excluded the internal controls of these acquired entities from its evaluation.

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the quarterly period ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than increasing certain evidential matter, including documentation, in support of business combinations.32

~~Pursuant~~PART to section 302 of the Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial Officer have provided certain certifications to the Securities and Exchange Commission. These certifications are included herein as Exhibits 31.1 and 31.2.II

~~ITEM~~DNOW 9BInc. ~~OTHER~~ ~~INFORMATION~~common stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “DNOW”.

~~Insider~~Our ~~Trading~~Board ~~Arrangements~~of Directors has not declared any dividends during 2023, 2024 or 2025 and ~~Policies~~currently has no intention to declare dividends.

~~During~~As ~~the~~of ~~three~~January ~~months ended December~~ 31, ~~2024~~2026, nothere ~~director~~were or1,688 ~~officer~~holders of ~~the~~record ~~Company~~of ~~adopted~~our orcommon ~~terminated~~stock. aMany ~~“Rule~~stockholders ~~10b5-1~~choose ~~trading~~to ~~arrangement”~~own orshares ~~“non-Rule~~through ~~10b5-1~~brokerage ~~trading~~accounts ~~arrangement,”~~and other intermediaries rather than as ~~each~~holders ~~term~~of isrecord ~~defined~~(excluding individual participants in ~~Item~~securities ~~408(a~~positions listing) so the actual number of ~~Regulation~~stockholders ~~S-K~~is unknown but likely significantly higher.

~~ITEM~~The 9Cinformation relating to our equity compensation plans required by Item 5. ~~DISCLOSURE~~ ~~REGARDING~~“Market ~~FOREIGN~~for ~~JURISDICTIONS~~Registrant’s ~~THAT~~Common ~~PREVENT~~Equity, ~~INSPECTIONS~~Related Stockholder Matters and Issuer Purchases of Equity Securities” is incorporated by reference to such information as set forth in Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” contained herein.

~~None.~~The following table presents a summary of share repurchases made during the three months ended December 31, 2025:


Period	Total number of shares purchased		Average price paid per share (1)		Total number of shares purchased as part of publicly announced program (2)		Approximate dollar value of shares that may yet be purchased under the program (1)(2) (in millions)
October 1 - 31, 2025		—	$	—		—	$	133
November 1 - 30, 2025		240,114	$	12.51		240,114	$	130
December 1 - 31, 2025		513,740	$	13.65		513,740	$	123
Total		753,854	$	13.29		753,854

(1)

~~PART~~Excludes ~~III~~1% excise tax on share repurchases.

(2)

~~ITEM~~On ~~10. DIRECTORS~~January 24, ~~EXECUTIVE~~2025, ~~OFFICERS~~the ~~AND~~Company’s ~~CORPORATE~~Board ~~GOVERNANCE~~of Directors authorized a new share repurchase program to purchase up to $160 million of its outstanding common stock.

~~Incorporated by reference to the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders.~~33

ITEMPerformance 11. EXECUTIVE COMPENSATIONGraph

~~Incorporated~~The bygraph ~~reference~~below compares the cumulative five year total return provided shareholders on DNOW Inc.'s common stock relative to the ~~definitive~~cumulative ~~Proxy~~total ~~Statement~~returns ~~for~~of the ~~2025~~S&P ~~Annual~~MidCap ~~Meeting~~400 Index and the PHLX Oil Service Sector Index. An investment of ~~Stockholders~~$100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on December 31, 2020 and its relative performance is tracked through December 31, 2025.

~~ITEM~~*$100 invested on 12/31/20 in stock or index, including reinvestment of dividends. ~~SECURITY~~Fiscal ~~OWNERSHIP~~year OFending ~~CERTAIN~~December ~~BENEFICIAL~~31.Copyright© ~~OWNERS~~2025 ~~AND~~Standard ~~MANAGEMENT~~& ~~AND~~Poor's, ~~RELATED~~a ~~STOCKHOLDER~~division ~~MATTERS~~of S&P Global. All rights reserved.

Incorporated by reference to the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders.


	12/20		12/21		12/22		12/23		12/24		12/25
DNOW Inc.	$	100	$	119	$	177	$	158	$	181	$	185
S&P Midcap 400	$	100	$	125	$	108	$	126	$	144	$	155
PHLX Oil Service Sector	$	100	$	121	$	195	$	199	$	176	$	182

~~Securities~~The ~~Authorized~~stock ~~for~~price ~~Issuance~~performance ~~Under~~included ~~Equity~~in ~~Compensation~~this ~~Plans~~graph is not necessarily indicative of future stock price performance.

~~The~~This ~~following~~information ~~table~~shall ~~sets~~not ~~forth~~be ~~information~~deemed asto ofbe ~~our~~‘‘soliciting ~~fiscal~~material’’ ~~year~~or ~~ended~~to ~~December~~be ~~31,~~‘‘filed’’ ~~2024~~with the Commission or subject to Regulation 14A (17 CFR 240.14a-1-240.14a-104), ~~with~~other ~~respect~~than as provided in Item 201(e) of Regulation S-K, or to ~~compensation~~the ~~plans~~liabilities ~~under~~of ~~which~~section ~~our~~18 ~~common~~of ~~stock~~the ~~may~~Exchange beAct ~~issued:~~(15 U.S.C. 78r).

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (2)
Equity compensation plansapproved by security holders		1,888,025	$	11.16		6,434,283
Equity compensation plans not approved by security holders		—		—		—
Total		1,888,025	$	11.16		6,434,283

ITEM 6. RESERVED

~~Includes~~Not ~~836,747 shares of issuable performance-based awards if specific targets are met, and 149,732 shares of RSU which have no exercise price~~applicable. ~~Therefore these shares are excluded for purposes of determining the weighted-average exercise prices of outstanding options, warrants and rights.~~

~~Includes 6,434,283 shares issuable pursuant to the 2024 Plan in the form of stock options, restricted awards, RSUs, performance stock awards, or any combination of the foregoing.~~34

ITEM 137. CERTAIN RELATIONSHIPSMANAGEMENT’S DISCUSSION AND RELATEDANALYSIS TRANSACTIONS,OF FINANCIAL CONDITION AND DIRECTORRESULTS INDEPENDENCEOF OPERATIONS

~~Incorporated~~Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and other parts of this report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, ~~reference~~and information currently available to, us. Generally, words such as “anticipates”, “assumes”, “believes”, “budget”, “estimates”, “expects”, “goal”, “guidance”, “plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “project”, “predict”, “potential”, “objective”, “currently”, “continue”, “intends”, “outlook”, “forecasts”, “targets”, “reflects,” “could”, or other similar words and phrases identify forward-looking statements, although some forward-looking statements could be expressed differently. These statements reflect our current views and beliefs with respect to future events as of the ~~definitive~~date ~~Proxy~~hereof, ~~Statement~~are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. See “Note About Forward-Looking Statements” at the beginning of this report for further discussion. All forward-looking statements made in this report are made as of the ~~2025~~date ~~Annual~~hereof, ~~Meeting~~and the risk that actual results will differ materially from expectations expressed in this report will increase with the passage of ~~Stockholders~~time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise, except to the extent required by applicable law.

ITEMBasis 14. PRINCIPALof ACCOUNTING FEES AND SERVICESPresentation

~~Incorporated~~The byaccompanying ~~reference~~consolidated tofinancial information includes the ~~definitive~~accounts ~~Proxy~~of ~~Statement~~the Company and its consolidated subsidiaries. All intercompany transactions and accounts have been eliminated. Variable interest entities for which the ~~2025~~Company ~~Annual~~is ~~Meeting~~the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of ~~Stockholders~~net (loss) income reflected as noncontrolling interest in the accompanying consolidated financial statements.

41Reclassification

~~PART~~Certain IVamounts in the prior period financial statements have been reclassified to conform with the Company's current period presentation. Specifically, amounts previously reported in “Other assets” have been reclassified to “Operating right-of-use assets”. In the fourth quarter of 2025, the Company elected to begin presenting a subtotal for gross profit and changed the terminology used in our reporting from “warehousing, selling and administrative” to “selling, general and administrative expenses” on the consolidated statements of operations. These reclassifications have no effect on previously reported total assets, total liabilities and stockholders’ equity, or net (loss) income on the Company's consolidated financial statements.

ITEMChange 15. EXHIBITS,in FINANCIALAccounting STATEMENT SCHEDULESPrinciples

During the fourth quarter of 2025, DNOW changed its inventory valuation method for U.S. inventories from the moving average cost method to the Last-In, First-Out (1“LIFO”) method. The Company determined that retrospective application for periods prior to fiscal year 2023 was impracticable due to the need to establish a base-year cost and reconstruct historical layers because records of inventory purchases and sales are no longer available for all prior years. However, the Company has all of the information necessary to apply the LIFO method on a prospective basis beginning in 2023. The Company determined that LIFO is preferable under ASC 250 because it better reflects the current cost of inventory in cost of goods sold, given the commodity-like nature of DNOW’s products and the frequent price fluctuations driven by pricing pressure, global supply dynamics, tariffs and inflation. Prior period amounts were updated to conform to the current year presentation for the change in accounting principle. See Note 1 “Organization and Basis of Presentation” of the Notes to Consolidated Financial Statements ~~and~~(Part ~~Exhibits~~IV, Item 15 of this Form 10-K) for additional information.

TheGeneral following financial statements are presented in response to Part II, Item 8:Overview

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	45
Auditor Name: Ernst & Young LLP
Auditor Location: Houston, Texas
Auditor ID: 42
Consolidated Balance Sheets		48
Consolidated Statements of Operations		49
Consolidated Statements of Comprehensive Income		50
Consolidated Statements of Cash Flows		51
Consolidated Statements of Stockholders’ Equity		52
Notes to Consolidated Financial Statements		53

We are a premier provider of energy and industrial solutions with a legacy of over 160 years as a global leader in the distribution of PVF, pumps and fabricated equipment. We provide quality products customers require to build and maintain essential infrastructure and operating equipment across the upstream, midstream, gas utilities, downstream, energy transition and industrial markets as well as innovative supply chain solutions, technical product expertise and a robust digital platform to customers globally through our leading position across each of our diversified end-markets including the following sectors:

•

~~(2)~~Upstream: ~~Financial~~exploration, ~~Statement~~production ~~Schedule~~and extraction of oil and gas, as well as the use and disposal of produced water

•

~~All~~Midstream: ~~schedules~~transmission ~~are~~and ~~omitted~~gathering ~~because~~infrastructure ~~they~~for ~~are~~processing ~~not~~and ~~applicable,~~transmission ~~not~~of ~~required~~oil, orgas ~~the information is included in the financial statements~~ or ~~notes thereto.~~water

•

42Gas Utilities: gas utilities (storage and distribution of natural gas)

~~(3) Exhibits~~35

•

3.1		DNOW Inc. Amended and Restated Certificate of Incorporation (6)
3.2		DNOW Inc. Amended and Restated Bylaws (8)
4.1		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934
10.1		Form of Employment Agreement for Executive Officers (1)
10.2		NOW Inc. 2014 Incentive Compensation Plan (2)
10.3		Form of Nonqualified Stock Option Agreement (4)
10.4		Form of Restricted Stock Award Agreement (3 year cliff vest) (3)
10.5		Form of Performance Award Agreement (3)
10.6		Form of Amendment to Employment Agreement for Executive Officers (4)
10.7		Credit Agreement dated as of April 30, 2018, among the Borrowers, the lenders that are parties thereto and Wells Fargo Bank, National Association as administrative agent, an issuing lender and swing lender (5)
10.8		Employment Agreement between NOW Inc. and Chief Executive Officer David Cherechinsky (7)
10.9		Employment Agreement between NOW Inc. and Chief Financial Officer Mark Johnson (7)
10.10		First Amendment to Credit Agreement, and First Amendment to US Guaranty and Security Agreement, dated as of December 14, 2021, among the Borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, an issuing lender and swing lender (9)
10.11		First Amendment to Credit Agreement, and First Amendment to US Guaranty and Security Agreement, dated as of December 14, 2021, among the Borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, an issuing lender and swing lender (10)
10.12		Second Amendment to Credit Agreement, among the Borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, an issuing lender and swing lender (11)
10.13		DNOW Inc. 2024 Omnibus Incentive Plan (12)
21.1		Subsidiaries of the Registrant
23.1		Consent of Independent Registered Public Accounting Firm
24.1		Power of Attorney (included on signature page hereto)
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		DNOW Incentive Based Compensation Recoupment Policy
101.INS		Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Downstream and Industrial: downstream and industrial including crude oil refining, petrochemical and chemical processing, general industrials, pharmaceutical, mining, water/wastewater treatment, data centers, LNG terminals and RNG facilities

~~_________________________________________~~We offer a comprehensive portfolio of products, including an extensive array of PVF, pumps, fabricated equipment, oilfield supply, valve automation and modification, measurement, instrumentation and other general and specialty products from our global network of thousands of suppliers. With over 160 years of history, our approximately 5,300 employees serve our customers through approximately 300 strategic locations including regional distribution centers, super centers, branches and corporate offices.

~~Filed~~Our customers use our supply chain solutions, PVF, pumps, fabricated equipment and other infrastructure products that we supply in mission critical process applications that require us to provide a high degree of product knowledge, technical expertise and comprehensive value-added services to our customers. We seek to provide best-in-class service for customers by satisfying the most complex, multi-site needs of many of the largest companies in the energy, industrial and gas utilities sectors as antheir ~~Exhibit~~primary PVF, pump and gas products supplier. Our solutions include outsourcing portions or entire functions of our customers’ procurement, warehouse and inventory management, logistics, point of issue technology, project management, business process and performance metrics reporting. These solutions allow us to leverage the infrastructure of our ~~Current~~ERP ~~Report~~systems onand ~~Form~~other 8technologies to streamline our customers’ purchasing process, from requisition to procurement to payment, by digitally managing workflow, improving approval routing and providing robust reporting functionality. We believe the critical role we play in our customers' supply chain, together with our extensive product and service offerings, broad global presence, customer-Klinked ~~filed~~scalable oninformation ~~May~~systems 30and efficient distribution capabilities, ~~2014~~serve to solidify our long-standing customer relationships and drive our growth.

FiledKey asDrivers anof ExhibitOur to our Amendment No. 1 to Form 10, as amended, Registration Statement filed on April 8, 2014Business

~~Filed~~We asderive anour ~~Exhibit~~revenue predominantly from the sale of PVF, pumps, and fabricated equipment to upstream, midstream, gas utilities, downstream, and industrial markets customers globally. Our business is dependent upon both the current conditions and future prospects in these industries and, in particular, our ~~Quarterly~~customers' ~~Report~~maintenance onand ~~Form~~expansionary ~~10-Q~~operating ~~filed~~and oncapital ~~May~~expenditures. 7The outlook for customer spending is influenced by numerous factors, ~~2015~~including the following:

•

~~Filed~~Oil asand anNatural ~~Exhibit~~Gas Demand and Prices. Sales of PVF and infrastructure products to the oil and natural gas industry constitute a significant portion of our ~~Quarterly~~sales. ~~Report~~As ona ~~Form~~result, 10we depend upon the maintenance and capital expenditures of oil and natural gas companies to explore for, produce and process oil, natural gas and refined products. Demand for oil and natural gas, current and projected commodity prices and the costs necessary to produce oil and gas impact customer capital spending, additions to and maintenance of pipelines, refinery utilization and petrochemical processing activity. Additionally, as these participants rebalance their capital investment away from traditional, carbon-Qbased ~~filed~~energy ontoward ~~November~~alternative 2sources, ~~2016~~we expect to continue to supply them and enhance our product and service offerings to support their changing requirements, including in areas such as carbon capture utilization and storage, biofuels, offshore wind and hydrogen processing.

•

~~Filed~~Gas Utility and Energy Infrastructure Integrity and Modernization. Ongoing maintenance and upgrading of existing energy facilities, pipelines and other infrastructure equipment is a meaningful driver for business across the sectors we serve. This is particularly true for the Gas Utilities sector. Activity with customers in this sector is driven by upgrades and replacement of existing infrastructure as well as new residential and commercial development. Continual maintenance of an ~~Exhibit~~aging network of pipelines and local distribution networks is a critical requirement for these customers irrespective of broader economic conditions. As a result, this business tends to ~~our~~be ~~Current~~more ~~Report~~stable onover ~~Form~~time 8than our traditional oilfield-Kdependent ~~filed~~businesses onand ~~May~~moves 1,independently ~~2018~~of commodity prices.

•

~~Filed~~Economic asConditions. anChanges ~~Exhibit~~in tothe ~~our~~general ~~Current~~economy ~~Report~~or onin ~~Form~~the ~~8-K~~energy ~~filed~~sector on(domestically ~~January~~or 9internationally) can cause demand for fuels, ~~2024~~feedstocks and petroleum-derived products to vary, thereby causing demand for the products we distribute to materially change.

•

~~Filed~~Manufacturer asand Distributor Inventory Levels of PVF, Pumps, Fabricated Equipment and Related Products. Manufacturer and distributor inventory levels of PVF and related products can change significantly from period to period. Increased inventory levels by manufacturers or other distributors can cause an ~~Exhibit~~oversupply of PVF and related products in the industry sectors we serve and reduce the prices that we are able to charge for the products we distribute. Reduced prices, in turn, would likely reduce our ~~Current~~profitability. ~~Report~~Conversely, ondecreased ~~Form~~manufacturer ~~8-K~~inventory ~~filed~~levels onmay ~~June~~ultimately 2lead to increased demand for our products and often result in increased revenue, ~~2020~~higher PVF pricing and improved profitability.

•

~~Filed~~Steel asPrices, anAvailability ~~Exhibit~~and Supply and Demand. Fluctuations in steel prices can lead to volatility in the pricing of the products we distribute, especially carbon steel line pipe products, which can influence the buying patterns of our ~~Current~~customers. ~~Report~~A onmajority ~~Form~~of ~~8-K~~the ~~filed~~products onwe ~~January~~distribute 9contain various types of steel. The worldwide supply and demand for these products and other steel products that we do not supply, ~~2024~~impact the pricing and availability of our products and,

~~Filed as an Exhibit to our Current Report on Form 8-K filed on December 17, 2021~~36

~~Filed~~ultimately, asour ansales ~~Exhibit~~and operating profitability. Additionally, supply chain disruptions with key manufacturers or in markets in which we source products can impact the availability of inventory we require to support our ~~Current~~customers. ~~Report~~Furthermore, onlogistical ~~Form~~challenges, 8including inflation and availability of freight providers and containers for shipping can also significantly impact our profitability and inventory lead-~~K/A~~times. ~~filed~~These onconstraints ~~February~~can 4also present an opportunity, ~~2022~~as our supply chain expertise allows us to meet customer expectations when the competition may not.

~~Filed~~See asItem an1A. ~~Exhibit~~“Risk toFactors.” We conduct our ~~Current~~operations ~~Report~~through onthree ~~Form~~business ~~8-K~~segments: ~~filed~~U.S., onCanada ~~January~~and 3,International. ~~2023~~See Item 1. “Business—Summary of Reportable Segments” for a discussion of each of these business segments.

~~Filed~~Unless asindicated otherwise, results of operations data are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). In an ~~Exhibit~~effort to ~~Registration~~provide ~~Statement~~investors onwith ~~Form~~additional Sinformation regarding our results as determined by GAAP, we may disclose non-8GAAP ~~filed~~financial onmeasures. ~~May~~The 24primary non-GAAP financial measures we disclose are Adjusted Gross Profit, ~~2024~~Adjusted Gross Profit as a percentage of revenue, Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue.

43We define Adjusted Gross Profit as revenue, less cost of products, plus amortization of intangibles, plus inventory-related charges incremental to normal operations, plus transaction costs associated with acquisitions, such as inventory fair value step-up or write-downs, and plus or minus the impact of our LIFO inventory costing methodology. We present Adjusted Gross Profit because we believe it is a useful indicator of our operating performance without regard to items, such as amortization of intangibles that can vary substantially from company to company depending upon the nature and extent of acquisitions. Similarly, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending upon whether they elect to utilize LIFO and depending upon which method they may elect. We use Adjusted Gross Profit as a key performance indicator in managing our business. We believe that gross profit is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to Adjusted Gross Profit.

~~SIGNATURES~~We define Adjusted EBITDA as net (loss) income plus interest, taxes, depreciation and amortization and excluding other costs, such as stock-based compensation, restructuring and exit costs, transaction-related charges, long-lived asset impairments (including goodwill and intangible assets), inventory-related charges incremental to normal operations and plus or minus the impact of our LIFO inventory costing methodology. Transaction-related charges include transaction costs, inventory fair value step-up or write-down, retention bonus accruals and integration expenses associated with acquisitions. This financial measure excludes the impact of certain amounts and is not calculated in accordance with GAAP. See Results of Operations for an explanation of our use of non-GAAP financial measures and reconciliations to the corresponding measures calculated in accordance with GAAP.

PursuantRecent toTrends theand requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.Outlook

~~DNOW~~On ~~Inc~~January 3, 2026, the U.S. government intervened in Venezuela and announced it intends to support a new Venezuela leader while managing their oil resources inviting American companies to assist. Previously embargoed oil cargoes from Venezuela have now shipped for various destinations. The effects of these actions are still unfolding; however, in the short-term, having extra oil available tends to have a negative impact on upstream operations by driving down the price of oil. In the medium to long-term, our business could experience increased product sales in our Upstream and Downstream and Industrial sectors as American companies re-invest in the Venezuelan oil and gas infrastructure.

~~Date:~~Oil ~~February~~and ~~18,~~gas ~~2025~~producers have generally remained disciplined in their capital expenditures and have generally not increased production beyond their ability to fund their expenditures from prudent borrowings and cash flow from operations. We expect this trend to continue.

~~By:~~The ~~/s/~~U.S. ~~David~~government has imposed tariffs on steel products, which were expanded throughout 2025. A significant portion of the products that we sell are made from steel. ~~Cherechinsky~~In ~~David~~addition, Aa portion of the products that we sell are sourced from China and India, including certain valve sub-assemblies that are finished in the U.S. ~~Cherechinsky~~The ~~President~~tariffs on products from Canada and Mexico have a lesser direct impact on our business as they do not represent a significant portion of the products that we purchase from those countries for resale to our customers. Even so, ~~Chief~~a ~~Executive~~significant ~~Officer~~portion of our U.S. inventory and ~~Director~~products are domestically made but some products, such as valves and pumps, often have a significant portion of non-U.S. components, and we do import some valves, pumps and other products. In many instances, we have successfully collaborated with our customers to implement tariff pass-throughs throughout 2025. However, in some instances, tariffs raised infrastructure costs for our customers, making projects less viable and resulting in delays or cancellations among certain downstream clients in the second half of 2025.

~~Pursuant~~The toU.S. Supreme Court has now invalidated the ~~requirements~~use of the ~~Securities~~International ~~Exchange~~Emergency Economic Powers Act of(“IEEPA”) ~~1934,~~to ~~this~~impose ~~report~~tariffs. ~~has~~The ~~been~~overall ~~signed~~impact ~~below~~on bytariffs ~~the~~is ~~following~~unknown ~~persons~~at this time. The administration has already relied on ~~behalf~~other ofstatutory ~~the~~authorities ~~registrant~~to maintain or adjust tariffs, and those sector-specific tariffs remain fully in ~~the~~in ~~capacities~~effect. ~~and~~Notably, Section 232 tariffs on ~~the~~steel ~~dates~~and ~~indicated~~aluminum remain in effect.

~~Each~~We ~~person~~see ~~whose~~the ~~signature~~evolution ~~appears below~~ in soenergy ~~signing,~~transition ~~constitutes~~investments ~~and~~to ~~appoints~~reduce ~~David~~atmospheric ~~A. Cherechinsky and Mark B. Johnson~~carbon, ~~and~~source ~~each~~carbon ~~of them acting alone~~capture, ~~his~~storage ~~or her true~~ and ~~lawful~~new ~~attorney-in-fact~~energy ~~and~~streams ~~agent,~~as ~~with~~an ~~full~~opportunity ~~power of substitution,~~ for ~~him~~DNOW ~~or her and in his or her name, place and stead, in any and all capacities,~~ to ~~execute~~supply ~~and~~many ~~cause~~of ~~to be filed with~~ the ~~Securities~~current ~~and~~products ~~Exchange Commission any~~ and ~~all~~services ~~amendments~~we ~~to this report~~provide, ~~and~~as inwell ~~each~~as ~~case~~an opportunity to ~~file~~partner ~~the same, with all exhibits thereto~~ and ~~other~~source ~~documents~~from innew ~~connection~~suppliers ~~therewith,~~to ~~and~~expand ~~hereby~~our ~~ratifies~~offering and ~~confirms~~to ~~all~~meet ~~that~~our ~~said~~customers’ ~~attorney-in-fact~~needs orfor ~~his~~their ~~substitute~~energy orevolution ~~substitutes may do or cause to be done by virtue hereof.~~

Signature	Title	Date
/s/ David A. Cherechinsky	President, Chief Executive Officer and Director	February 18, 2025
David A. Cherechinsky
/s/ Mark B. Johnson	Senior Vice President and Chief Financial OfficerPrincipal Financial Officer and Principal Accounting Officer	February 18, 2025
Mark B. Johnson
/s/ Richard J. Alario	Chairman of the Board	February 18, 2025
Richard J. Alario
/s/ Terry Bonno	Director	February 18, 2025
Terry Bonno
/s/ Galen Cobb	Director	February 18, 2025
Galen Cobb
/s/ Paul Coppinger	Director	February 18, 2025
Paul Coppinger
/s/ Karen David-Green	Director	February 18, 2025
Karen David-Green
/s/ Rodney Eads	Director	February 18, 2025
Rodney Eads
/s/ Sonya Reed	Director	February 18, 2025
Sonya Reed

44investments. A number of our larger customers are leading the investments in energy evolution projects where we expect to continue to support them while expanding our product and solution offerings to meet their changing requirements. Part of our growth strategy is to expand our revenues by targeting new customers in non-oil and gas end markets, in addition to servicing those customers that will play a part in the future of the evolving mix of traditional and new sources of energy.

Report of Independent Registered Public Accounting FirmUpstream

ToThe Upstream sector of our business includes the ~~Shareholders~~traditional exploration, production and extraction of oil and gas, as well as the ~~Board~~use and disposal of ~~Directors~~produced water, and is the most cyclical of ~~DNOW~~our ~~Inc~~markets. In 2025, this sector represented 62% of our total Company revenue. The Upstream sector revenue increased 5% in 2025 compared to 2024. During 2025, West Texas Intermediate (“WTI”) oil prices averaged $65.46 per barrel, down 14.5% from 2024. In 2025, oil prices fell due to a surplus in global supply, which was driven by record levels of U.S. shale production and the gradual ending of OPEC+'s production cuts. Natural gas prices also drive customer activity and have experienced volatility but increased throughout 2025, driven by increased LNG exports and lower storage levels.

~~Opinion~~Recent onindustry ~~the~~reports ~~Financial~~have ~~Statements~~projected flat to lower customer spending levels in 2026, due to current supply and demand projections. We also expect our larger public customers will remain disciplined and consistent with their commitments to their budgets, maintaining returns to their shareholders and operating within their cash flow requirements. Despite this, we expect opportunities for revenue synergies from cross-selling products related to our acquisitions will support growth in this sector. We also expect incremental growth in water management and disposal solutions, supported by our Flex Flow and Trojan offerings, as customers seek to optimize operating costs and manage produced water volumes more effectively.

WeThe ~~have~~majority ~~audited~~of the ~~accompanying~~revenue ~~consolidated~~in ~~balance~~this ~~sheets~~sector ofcomes ~~DNOW~~from ~~Inc.~~large ~~(the~~independents ~~Company) as of December 31, 2024~~ and ~~2023,~~major ~~the~~exploration ~~related consolidated statements of operations, comprehensive income, stockholders' equity~~ and ~~cash~~production ~~flows for each of the three years in the period ended December 31~~companies, ~~2024,~~which ~~and~~are ~~the~~expected ~~related notes (collectively referred~~ to asstrongly ~~the~~influence ~~“consolidated financial statements”). In our opinion,~~ the ~~consolidated~~increase ~~financial~~in ~~statements~~capital ~~present~~spending ~~fairly,~~ in ~~all material respects,~~ the ~~financial~~coming ~~position~~years ~~of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows~~ for ~~each~~this ~~of the three years in the period ended December 31, 2024, in conformity with U~~sector.~~S. generally accepted accounting principles.~~

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2025 expressed an unqualified opinion thereon.Midstream

~~Basis~~DNOW’s Midstream sector is primarily U.S. based and driven by the increased demand for ~~Opinion~~pipelines and gathering systems. In 2025, this sector represented 21% of our total Company revenue. The Midstream sector revenue increased 31% in 2025 compared to 2024. The outlook in 2026 is expected to have growth primarily driven by demand for natural gas infrastructure as LNG exports continue to rise and gas fired power generation increases for data centers. This market driver is anticipated to positively impact the Midstream sector, contributing to growth. The revenue profile for this sector tends to be volatile between quarters, as it can often be tied to large projects.

~~These~~Furthermore, ~~financial~~as ~~statements~~new ~~are~~LNG ~~the~~capacity ~~responsibility~~comes ofonline ~~the~~this ~~Company's~~drives ~~management.~~the ~~Our~~need ~~responsibility~~for isassociated topipeline ~~express~~infrastructure, anwhich ~~opinion~~several onLNG ~~the~~projects ~~Company’s~~are ~~financial~~expected ~~statements~~to ~~based~~do onin ~~our~~2026. ~~audits~~U.S. Wenatural ~~are~~gas aproduction ~~public~~is ~~accounting~~expected ~~firm~~to ~~registered~~rise, ~~with~~leading to the ~~PCAOB~~need ~~and~~for ~~are~~additional ~~required~~pipeline toinfrastructure beand ~~independent~~gathering ~~with~~systems. ~~respect~~Rising toelectricity ~~the~~consumption ~~Company~~from inAI-driven ~~accordance~~data ~~with~~centers creates the ~~U.S.~~need ~~federal~~for ~~securities~~additional ~~laws~~natural ~~and~~gas ~~the~~transportation, ~~applicable~~which ~~rules~~is ~~and~~also ~~regulations~~expected ofto ~~the~~drive ~~Securities~~growth ~~and~~in ~~Exchange~~this ~~Commission and the PCAOB~~sector.

WeIn ~~conducted~~some ~~our~~cases, ~~audits~~the inmarket ~~accordance~~drivers ~~with~~for the ~~standards~~Midstream ofsector ~~the~~are ~~PCAOB.~~also ~~Those~~tied ~~standards~~to ~~require~~the ~~that~~same wedrivers ~~plan~~as ~~and~~the ~~perform~~Upstream ~~the~~sector, ~~audit~~but toon ~~obtain~~a ~~reasonable~~one ~~assurance~~to ~~about~~two ~~whether~~quarter lag. To the ~~financial~~extent ~~statements~~completion ~~are~~activity ~~free~~and ofrelated ~~material~~production ~~misstatement~~increase, ~~whether~~this ~~due~~could toalso ~~error~~have orthe ~~fraud.~~impact ~~Our~~of ~~audits~~improving ~~included~~our ~~performing~~revenue ~~procedures~~opportunities toin ~~assess~~ the ~~risks~~Midstream ofsector. ~~material~~New ~~misstatement~~well ofcompletions ~~the~~and ~~financial~~higher ~~statements,~~production ~~whether~~levels ~~due~~drive tothe ~~error~~need orfor ~~fraud,~~additional ~~and~~surface ~~performing~~equipment ~~procedures~~and ~~that~~gathering ~~respond~~and toprocessing ~~those~~infrastructure, ~~risks.~~benefiting ~~Such~~this ~~procedures~~sector's ~~included~~revenue. ~~examining,~~Following onthe amerger ~~test~~with ~~basis~~MRC Global, ~~evidence~~we ~~regarding~~have ~~the~~enhanced ~~amounts~~our ~~and~~capabilities ~~disclosures~~ in ~~the~~large-bore ~~financial~~valves, ~~statements.~~larger ~~Our~~outside ~~audits~~diameter ~~also~~pipe, ~~included~~measurement ~~evaluating~~and ~~the~~instrumentation ~~accounting~~and ~~principles~~valve ~~used~~actuation and ~~significant~~automation. ~~estimates~~We ~~made~~believe bythe ~~management,~~combined ascompany is well aspositioned ~~evaluating~~to ~~the~~capture ~~overall~~midstream ~~presentation~~growth ofopportunities ~~the~~both ~~financial~~domestically ~~statements.~~and Weinternationally, ~~believe~~supported ~~that~~by ~~our~~an ~~audits~~expanded ~~provide~~footprint aand ~~reasonable~~integrated ~~basis~~solutions ~~for our opinion~~offering.

CriticalGas Audit MatterUtilities

The ~~critical~~Gas ~~audit~~Utilities ~~matter~~sector ~~communicated~~contributed ~~below~~7% isof our total Company revenue in 2025 and will represent a ~~matter~~greater ~~arising~~proportion ~~from~~of revenue in 2026 following the ~~current~~November ~~period~~2025 ~~audit~~acquisition of ~~the~~MRC ~~financial~~Global. ~~statements~~Market ~~that~~growth ~~was~~fundamentals ~~communicated~~of orthis ~~required~~sector toare bepositive ~~communicated~~due to the ~~audit~~demand ~~committee~~for ~~and~~natural ~~that:~~gas, ~~(1)~~distribution ~~relates~~integrity toupgrade ~~accounts~~programs oras ~~disclosures~~well ~~that~~as isnew ~~material~~home construction in certain U.S. states. The majority of the work we perform with our gas utility customers are multi-year programs where they continually evaluate, monitor and implement measures to improve their pipeline distribution networks, ensuring the ~~financial~~safety ~~statements~~and the integrity of their system. As of 2024, which is the most recently available information, the Pipeline and Hazardous Materials Safety Administration (2“PHMSA”) ~~involved~~estimates ~~our~~approximately ~~especially~~34% ~~challenging,~~of ~~subjective~~the gas distribution main and service line miles are over 40 years old or ~~complex~~of ~~judgments~~unknown origin. ~~The~~This ~~communication~~infrastructure ofrequires ~~the~~continuous ~~critical~~replacement ~~audit~~and ~~matter~~maintenance ~~does~~as ~~not~~these ~~alter~~gas indistribution ~~any~~networks ~~way~~continue ~~our~~to ~~opinion~~age. onWe supply many of the ~~consolidated~~replacement ~~financial~~products ~~statements~~including valves, ~~taken~~line aspipe, asmart ~~whole~~meters, risers and other gas products. A large percentage of the line pipe we ~~are~~sell ~~not~~is sold to our gas utilities customers for line replacement and new sections of their distribution network. As our gas utility customers connect new homes and businesses to their gas distribution network, bythe ~~communicating~~growth in the ~~critical~~housing ~~audit~~market ~~matter~~creates ~~below~~new revenue opportunities for our business to supply the related infrastructure products. Some of our customers in this sector support both gas and electric distribution, ~~providing~~and certain customers have announced allocating a ~~separate~~higher ~~opinion~~proportion onof ~~the~~their ~~critical~~capital ~~audit~~budget ~~matter~~to orelectric distribution. However, based on market fundamentals, the ~~account~~need orfor ~~disclosure~~natural gas to ~~which~~fuel itnew ~~relates.~~electric generation facilities and new

Accounting for acquisitions Description of the Matter As described in Note 21 to the consolidated financial statements, the Company completed two acquisitions during 2024 for total consideration of $299 million, net of cash acquired. The acquisitions have been accounted for using the acquisition method for recording business combinations.Auditing the Company’s accounting for the acquisitions was complex due to the significant estimations required by management to determine the fair value of certain identified intangible assets of $42 million, principally consisting of customer relationships and trade names. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions, including assumptions that are forward looking and could be affected by future economic and market conditions. The Company, with the assistance of a third-party valuation firm, used a multi-period excess earnings model to measure customer relationships and relief-from-royalty method to measure trade names. The significant assumptions used in these models included, among others, forecasted EBITDA margin, attrition rate, and royalty rate.38

~~How~~market Weshare ~~Addressed~~opportunities, ~~the~~we ~~Matter~~expect ~~in Our Audit To test~~ the ~~estimated~~Gas ~~fair~~Utilities ~~values~~sector ofto ~~the~~continue ~~customer~~to ~~relationship~~have ~~and~~steady ~~trade~~growth ~~name~~in ~~intangible~~the ~~assets,~~coming weyears. ~~performed audit procedures that included~~Additionally, ~~among~~due ~~others,~~to ~~evaluating~~its ~~the~~reduced ~~valuation~~dependency ~~methodologies~~on ~~and~~energy ~~significant~~demand ~~assumptions used by the Company,~~ and ~~evaluating~~commodity ~~the~~prices ~~completeness~~this ~~and~~sector ~~accuracy~~is ofless ~~the~~volatile ~~underlying~~than ~~data supporting~~ the ~~significant assumptions and estimates~~others. ~~For example, we performed audit procedures, assisted by~~

45Downstream and Industrial

~~our~~Downstream ~~valuation~~and ~~professionals,~~Industrial ~~that~~sector ~~included~~generated ~~sensitivity~~10% ~~analysis~~of our total Company revenue for 2025 and ~~compared~~increased 41% from 2024. We expect this sector to deliver strong growth in the ~~significant~~coming ~~assumptions~~years driven by increased customer activity levels related to ~~current~~maintenance, ~~industry~~repair and operations (“MRO”) activities, ~~market~~project turnaround activity in refineries and ~~economic~~chemical ~~trends~~plants and new energy transition related projects. Additionally, towe ~~the~~have ~~assumptions~~expanded ~~used~~into tonew ~~value~~markets, ~~similar~~including ~~assets~~mining and data centers. We are also negotiating master service agreements with targeted owners and subcontractors for PVF work in ~~other~~new ~~acquisitions~~data center cooling systems. While still early, towe ~~the~~are ~~historical~~seeing ~~results~~encouraging ofmomentum ~~the~~in ~~acquired~~both ~~businesses~~areas. ~~and~~This tosector ~~other~~has ~~guidelines~~a ~~companies~~significant ~~within~~amount ~~the~~of ~~same~~project ~~industry~~activity, which can create substantial variability between quarters.

~~/s/~~The ~~Ernst~~outlook &for ~~Young~~energy ~~LLP~~transition projects within the Downstream and Industrial sector is supported by government incentives and policies. Many of our customers have made commitments to net zero emissions to address climate change. Our customer base represents many of the primary leaders in the energy transition movement, and they are positioned to lead the effort to decarbonize through nearer-term efforts such as renewable or biodiesel refineries and offshore wind power generation as well as longer-term efforts such as carbon capture and storage and hydrogen. However, as U.S. government support is waning for these projects even while European government support continues, we are monitoring our customers plans for, and the pace of development of, these projects.

WeSupply have served as the Company’s auditor since 2013.Chain

~~Houston~~Occasionally, ~~Texas~~the U.S. imposes tariffs on certain imported products that we distribute. These tariffs typically lead to an increase in the prices we pay for these products. Despite these cost pressures, we are generally able to mitigate the impact by leveraging our long-standing relationships with suppliers and the substantial volume of our purchases. These factors enable us to secure market-competitive pricing even in the face of rising costs.

~~February~~Our 18supply chain expertise, ~~2025~~strong relationships with key suppliers, and effective inventory management allow us to navigate both inflationary and deflationary market conditions. This strategic approach ensures that we can maintain stability in our operations despite external economic pressures. Furthermore, our contracts with customers typically include provisions that allow us to respond quickly to price increases. These contractual mechanisms enable us to pass along cost increases to our customers.

46It is important to note that these challenges are dynamic and continue to evolve. If additional pricing fluctuations arise due to tariffs or quotas, the ultimate effect on our revenue and cost of products—which are determined using the LIFO inventory costing methodology—remains uncertain and subject to volatility.

ReportOperating ofEnvironment Independent Registered Public Accounting FirmOverview

ToOur results are dependent on, among other factors, the ~~Shareholders~~level of worldwide oil and gas drilling and completions, well remediation activity, crude oil and natural gas prices, capital spending by oilfield service companies and drilling contractors, and the ~~Board~~worldwide ofoil ~~Directors~~and ofgas ~~DNOW~~inventory ~~Inc~~levels. Key industry indicators for the past three years include the following:

Opinion on Internal Control Over Financial Reporting


					%					%
					2025 v					2025 v
	2025*		2024*		2024			2023*		2023
Active Rigs:
U.S.		561		599		(6.3	%)		689		(18.6	%)
Canada		177		188		(5.9	%)		177		0.0	%
International		1,080		1,161		(7.0	%)		948		13.9	%
Worldwide		1,818		1,948		(6.7	%)		1,814		0.2	%

West Texas Intermediate Crude Prices (per barrel)	$	65.46	$	76.55		(14.5	%)	$	77.64		(15.7	%)
Natural Gas Prices ($/MMBtu)	$	3.53	$	2.19		61.2	%	$	2.54		39.0	%
Hot-Rolled Coil Prices (steel) ($/short ton)	$	831.52	$	781.00		6.5	%	$	887.47		(6.3	%)
U.S. Wells Completed		11,859		11,901		(0.4	%)		13,222		(10.3	%)

We* ~~have~~Monthly ~~audited~~averages ~~DNOW~~for ~~Inc.’s~~the ~~internal~~years ~~control over financial reporting as of December 31~~indicated, ~~2024,~~except ~~based~~for ~~on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria)~~U.S. InWells ~~our opinion, DNOW Inc~~Completed. ~~(the~~See ~~Company)~~sources ~~maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based~~ on the ~~COSO~~following ~~criteria~~page.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Whitco Supply, LLC and Trojan Rentals, LLC, which is included in the 2024 consolidated financial statements of the Company and, collectively, constituted 11.7% of assets as of December 31, 2024, and 12.5% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Whitco Supply, LLC and Trojan Rentals, LLC.39

WeThe ~~also~~following ~~have~~table ~~audited~~details the U.S., inCanadian ~~accordance~~and ~~with~~international ~~the~~rig ~~standards~~activity ofand ~~the~~WTI ~~Public~~oil ~~Company~~prices ~~Accounting~~for ~~Oversight~~the ~~Board~~past ~~(United~~nine ~~States)~~quarters ~~(PCAOB)~~ended December 31, ~~the~~2025. ~~2024~~During ~~consolidated~~the ~~financial~~third ~~statements~~quarter of 2025, Baker Hughes’s methodology for calculating rig counts in the ~~Company~~Kingdom ~~and~~of ~~our~~Saudi ~~report~~Arabia ~~dated~~has ~~February~~been 18updated effective for periods beginning January 2024. As a result, ~~2025~~previously ~~expressed~~reported aninternational ~~unqualified~~rig ~~opinion~~counts ~~thereon~~have been recast to conform to the updated methodology.

~~Basis~~Sources: ~~for~~Rig ~~Opinion~~count: Baker Hughes, Inc. (www.bakerhughes.com); West Texas Intermediate Crude and Natural Gas Prices: Department of Energy, Energy Information Administration (www.eia.gov); Hot-Rolled Coil Prices: SteelBenchmarker™ Hot Roll Coil USA (www.steelbenchmarker.com); U.S. Wells Completed: Department of Energy, Energy Information Administration (www.eia.gov) (As revised).

The ~~Company’s~~worldwide ~~management~~average isrig ~~responsible~~count ~~for~~declined ~~maintaining~~6.7% ~~effective~~(from ~~internal~~1,948 ~~control~~rigs ~~over~~to ~~financial~~1,818 ~~reporting~~rigs) and ~~for~~the ~~its~~U.S. ~~assessment~~declined of6.3% ~~the~~(from ~~effectiveness~~599 ofrigs ~~internal~~to ~~control~~561 ~~over~~rigs) ~~financial~~in ~~reporting~~2025 ~~included~~compared into ~~the~~2024. ~~accompanying~~The ~~Management’s~~average ~~Annual~~price ~~Report~~of onWTI ~~Internal~~crude ~~Control~~declined ~~Over~~14.5% ~~Financial~~(from ~~Reporting~~$76.55 ~~Our~~per ~~responsibility~~barrel is to ~~express~~$65.46 anper ~~opinion~~barrel), onand ~~the~~natural ~~Company’s~~gas ~~internal~~prices ~~control~~increased ~~over~~61.2% ~~financial~~(from ~~reporting~~$2.19 ~~based~~per onMMBtu ~~our~~to ~~audit~~$3.53 Weper ~~are~~MMBtu) ain ~~public~~2025 ~~accounting~~compared ~~firm~~to ~~registered~~2024. ~~with~~The ~~the~~average ~~PCAOB~~price ~~and~~of ~~are~~Hot-Rolled ~~required~~Coil toincreased be6.5% ~~independent~~(from ~~with~~$781.00 ~~respect~~per short ton to ~~the~~$831.52 ~~Company~~per short ton) in ~~accordance~~2025 ~~with~~compared ~~the~~to 2024. U.S. ~~federal~~Wells ~~securities~~Completed ~~laws~~declined ~~and~~0.4% ~~the~~(from ~~applicable~~11,901 ~~rules~~completion ~~and~~count ~~regulations~~to of11,859 ~~the~~completion ~~Securities~~count) ~~and~~in ~~Exchange~~2025 ~~Commission~~compared ~~and~~to ~~the PCAOB~~2024.

WeLonger conductedTerm our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Outlook

~~Our~~We ~~audit~~play ~~included~~a ~~obtaining~~vital anrole ~~understanding~~in ofsupporting ~~internal~~customers’ ~~control~~supply ~~over financial reporting~~chains, ~~assessing~~providing ~~the~~essential ~~risk~~products ~~that~~for aenergy ~~material~~and ~~weakness~~industrial ~~exists~~markets, ~~testing~~including ~~and~~infrastructure ~~evaluating~~across ~~the~~upstream, ~~design~~midstream, ~~and~~gas ~~operating effectiveness of internal control based on the assessed risk~~utilities, downstream and ~~performing~~energy ~~such~~transition ~~other procedures as we considered necessary in the circumstances~~sectors. WeOur ~~believe~~business ~~that~~depends ~~our~~on ~~audit~~both ~~provides a reasonable basis for our opinion.~~

~~Definition and Limitations of Internal Control Over Financial Reporting~~40

Acapital ~~company’s~~and ~~internal~~maintenance ~~control~~spending ~~over~~by ~~financial~~our ~~reporting~~customers. isGlobal aoil ~~process~~and ~~designed~~gas toconsumption ~~provide~~is ~~reasonable~~rising ~~assurance~~due ~~regarding~~to ~~the~~population ~~reliability~~growth ofand ~~financial~~expanding ~~reporting~~energy ~~and~~needs ~~the~~in ~~preparation~~emerging ofmarkets. ~~financial~~The ~~statements~~EIA ~~for~~projects ~~external~~world ~~purposes~~energy inconsumption ~~accordance~~to ~~with~~increase ~~generally~~34% ~~accepted~~between ~~accounting~~2022 ~~principles.~~and A2050, ~~company’s~~with ~~internal~~significant ~~control~~growth ~~over~~in ~~financial~~renewables ~~reporting~~(118%), ~~includes~~natural ~~those~~gas ~~policies~~(29%) and ~~procedures~~hydrocarbon-based ~~that~~liquids (123%). ~~pertain~~U.S. oil production is expected to ~~the~~peak ~~maintenance~~at of14 ~~records~~million ~~that,~~barrels per day in ~~reasonable~~2027 ~~detail~~and gradually decline, ~~accurately~~while natural gas production will grow, largely driven by LNG expansion and ~~fairly~~power ~~reflect~~generation. ~~the~~The ~~transactions~~U.S. midstream sector is expanding, particularly in natural gas infrastructure to meet LNG export and ~~dispositions~~power ofdemands. Federal policies have accelerated project reviews and simplified processes for pipeline development. Globally, refining capacity—especially in Asia and the ~~assets~~Middle ofEast—is projected to outpace demand growth later in the ~~company~~decade; ~~(2)~~the ~~provide~~U.S. ~~reasonable~~market ~~assurance~~remains ~~that~~stable ~~transactions~~but ~~are~~faces ~~recorded~~planned ascapacity ~~necessary~~reductions. As refineries age or convert to ~~permit~~renewable ~~preparation~~fuels, ofwe ~~financial~~supply ~~statements~~critical ininfrastructure ~~accordance~~for ~~with~~continued ~~generally~~operations ~~accepted~~and ~~accounting~~conversions. ~~principles~~The U.S. chemicals market is expected to grow steadily, while short term cycles will exist, and ~~that~~remain ~~receipts~~globally competitive through 2040, advantaged due to feedstock cost advantage from shale gas and ~~expenditures~~NGLs. ofThe ~~the~~European ~~company~~market ~~are~~is ~~being~~transitioning ~~made~~toward ~~only~~specialty inand ~~accordance~~sustainable chemicals with ~~authorizations~~commodity ofchemicals ~~management~~declining. Demand for our products is shaped by operational budgets, capacity expansions, and ~~directors~~compliance ofneeds. ~~the~~The ~~company;~~gas utilities industry is expected to grow as aging distribution networks prompt replacement and ~~(3)~~modernization. ~~provide~~PHMSA ~~reasonable~~estimates ~~assurance~~that ~~regarding~~roughly ~~prevention~~34% orof ~~timely~~gas ~~detection~~distribution lines are over 40 years old or of ~~unauthorized~~unknown ~~acquisition~~origin, ~~use~~driving ongoing maintenance. Housing market growth further increases demand for related infrastructure products. According to the EIA, orthe ~~disposition~~U.S. will remain a net exporter of petroleum products due to expanded terminal capacity, with strong markets for our goods and services. This projected increase in oil and gas to meet the ~~company’s~~rise ~~assets~~in ~~that~~international ~~could~~energy ~~have~~demand continues to provide a ~~material~~robust ~~effect~~market onfor ~~the~~our ~~financial~~existing ~~statements~~goods and services. We anticipate future growth from energy transition projects, as traditional energy customers shift capital to these areas. Our established relationships and experience position us well for this evolving market.

BecauseResults of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Operations

~~/s/~~Years ~~Ernst~~Ended &December ~~Young~~31, ~~LLP~~2025 and December 31, 2024

~~Houston,~~The ~~Texas~~results of operations are presented before consideration of the noncontrolling interest. Our results of operations for 2025 and 2024 are as follows (in millions):

February 18, 2025


	Year Ended December 31,
	2025			2024 (Revised)		$ Change
Revenue:
United States	$	2,294		$	1,880	$	414
Canada		214			253		(39	)
International		312			240		72
Total revenue	$	2,820		$	2,373	$	447

Operating (loss) profit:
United States	$	(106	)	$	91	$	(197	)
Canada		8			13		(5	)
International		5			5		—
Total operating (loss) profit	$	(93	)	$	109	$	(202	)

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