MARKET WIRE NEWS

DNOW Reports Third Quarter 2025 Results

MWN-AI** Summary

DNOW Inc. (NYSE: DNOW) reported its third-quarter results for 2025, showcasing a solid financial performance combined with significant strategic developments. For the quarter ended September 30, DNOW achieved revenues of $634 million, marking an increase from prior periods, and net income attributable to the company stood at $25 million, or $0.23 per diluted share. Notably, the non-GAAP net income, which excludes certain costs, reached $28 million, equating to $0.26 per diluted share. The company also reported an EBITDA of $51 million, representing 8% of revenue.

A major highlight for DNOW was the announcement of a forthcoming merger with MRC Global Inc., valued at approximately $1.5 billion in an all-stock transaction recognized by both boards and anticipated to close in Q4 2025. The merger aims to unite two industrial infrastructure leaders, enhancing product offerings and supply chain solutions.

Furthermore, DNOW's balance sheet remains robust, featuring $266 million in cash with no long-term debt, providing significant liquidity of about $629 million. CEO David Cherechinsky lauded the team’s exceptional performance, which led to the highest revenue since Q4 2019, and underscored a commitment to growth, customer service, and innovative supply chain management strategies.

As DNOW progresses toward completing the merger and anticipating a promising fourth quarter, the company expects 2025 to be a banner year, representing their fifth consecutive year of earnings growth and potentially resulting in the highest total EBITDA in its history as a public company. Overall, DNOW's third-quarter results reflect a blend of operational success and strategic expansion geared towards long-term growth.

MWN-AI** Analysis

DNOW Inc. (NYSE: DNOW) recently reported its third-quarter results for 2025, showcasing a robust performance amidst its consolidation efforts with MRC Global. The Q3 revenue reached $634 million, up marginally from the previous quarter, reflecting the company’s steady growth trajectory. Notably, DNOW's net income attributable to the company was $25 million, or $0.23 per diluted share, with a non-GAAP net income of $28 million, highlighting effective cost management and operational efficiency.

The merger with MRC Global, valued at approximately $1.5 billion, is set to bolster DNOW’s market position by creating a more comprehensive portfolio of products and solutions. This strategic move is anticipated to enhance revenue potential and operational synergies, making it a pivotal moment for the company as it prepares to integrate two established brands in the industrial supply sector.

Analysts should note DNOW's solid balance sheet, featuring $266 million in cash with zero long-term debt, which positions the company favorably for future investments and growth opportunities. The management’s assertion of expecting their best full-year earnings indicates confidence in their operational strategy and market conditions.

Investors should carefully evaluate market sentiment around the upcoming merger closure, which is projected to happen in Q4 2025. Additionally, the stock is likely to react to broader market trends in the energy sector, where DNOW operates extensively. With the emphasis on a robust supply chain and increasing focus on decarbonization and renewables, DNOW is aligning itself with growth drivers that could attract long-term investors.

In conclusion, DNOW’s Q3 results paint a positive picture, bolstered by strategic growth initiatives and a strong financial foundation. Investors looking for exposure to the industrial supply chain sector may find DNOW an attractive proposition, particularly if the merger with MRC Global catalyzes anticipated growth.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

Earnings Conference Call
November 5, 2025
8:00 a.m. CT
1 (888) 660-6431 (within North America)
1 (929) 203-2118 (outside of North America)
Access Code: 7372055
Webcast: ir.dnow.com

DNOW Inc. (NYSE: DNOW) announced results for the third quarter ended September 30, 2025.

Merger with MRC Global Inc. (NYSE: MRC)

  • On June 26, 2025, DNOW and MRC Global jointly announced a definitive merger agreement under which DNOW will acquire MRC Global in an all-stock transaction valued at approximately $1.5 billion
  • The transaction was unanimously approved by both the DNOW and MRC Global boards of directors and is currently anticipated to close in the fourth quarter of 2025, subject to the satisfaction or waiver of closing conditions

Third Quarter 2025 Highlights

  • Revenue was $634 million
  • Net income attributable to DNOW Inc. was $25 million, or $0.23 per diluted share
  • Non-GAAP net income attributable to DNOW Inc. excluding other costs was $28 million, or $0.26 per diluted share
  • EBITDA excluding other costs was $51 million or 8.0% of revenue
  • Cash provided by operating activities was $43 million
  • Cash and cash equivalents was $266 million and long-term debt was zero at September 30, 2025 with total liquidity of approximately $629 million

David Cherechinsky, President and CEO of DNOW, added, "I am proud of our DNOW team for the impressive results achieved in the third quarter, with $51 million in EBITDA, or 8.0% of revenue. We extended our strong performance into the third quarter, achieving our highest level of revenue since the fourth quarter of 2019.

We are expecting to close our proposed merger to acquire MRC Global Inc. in an all-stock transaction during the fourth quarter. This merger will unite two global and industrial infrastructure organizations with a complementary portfolio of high-quality products, services and supply chain solutions.

We ended the quarter adding to an already stellar balance sheet with $266 million in cash and zero debt. We will continue to focus on what sets DNOW apart, prioritizing customer service, innovation in supply chain management combined with a solutions-oriented approach that delivers value for our customers and suppliers, while maintaining a balance sheet which provides a solid foundation for continued growth.

We believe 2025 will represent our fifth consecutive year of growth and are forecasting our best full-year earnings ever as a public company, in terms of total EBITDA results.

I would like to thank all the women and men of DNOW for their continued hard work and dedication to our pursuit of success."

Prior to the earnings conference call a presentation titled “DNOW Third Quarter 2025 Earnings Presentation” will be available on the Company’s Investor Relations website.

About DNOW

DNOW is a supplier of energy and industrial products and packaged, engineered process and production equipment with a legacy of over 160 years. Headquartered in Houston, Texas, with approximately 2,500 employees and a network of locations, we offer a broad set of supply chain solutions combined with a suite of digital offerings branded as DigitalNOW® that provide customers access to highly complementary digital commerce, data and information management channels. Our locations provide products and solutions to exploration and production, midstream transmission and storage companies, refineries, chemical companies, utilities, mining, municipal water, manufacturers, engineering and construction as well as companies operating in the decarbonization, energy evolution and renewables end market.

Statements made in this press release that are forward-looking in nature are intended to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documents filed by DNOW Inc. with the U.S. Securities and Exchange Commission, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.

DNOW INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

September 30, 2025

December 31, 2024

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

266

$

256

Receivables, net

429

388

Inventories, net

377

352

Prepaid and other current assets

24

32

Total current assets

1,096

1,028

Property, plant and equipment, net

149

157

Deferred income taxes

76

93

Goodwill

235

230

Intangibles, net

60

65

Other assets

44

48

Total assets

$

1,660

$

1,621

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

305

$

300

Accrued liabilities

118

130

Other current liabilities

12

12

Total current liabilities

435

442

Long-term operating lease liabilities

25

29

Other long-term liabilities

15

22

Total liabilities

475

493

Commitments and contingencies

Stockholders' equity:

Preferred stock - par value $0.01; 20 million shares authorized; no shares issued and outstanding

Common stock - par value $0.01; 330 million shares authorized; 105,011,966 and 105,652,963 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

1

1

Additional paid-in capital

2,001

2,023

Accumulated deficit

(675

)

(747

)

Accumulated other comprehensive loss

(145

)

(153

)

DNOW Inc. stockholders' equity

1,182

1,124

Noncontrolling interest

3

4

Total stockholders' equity

1,185

1,128

Total liabilities and stockholders' equity

$

1,660

$

1,621

DNOW INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share data)

Three months ended

Nine months ended

September 30,

June 30,

September 30,

2025

2024

2025

2025

2024

Revenue

$

634

$

606

$

628

$

1,861

$

1,802

Operating expenses:

Cost of products

489

471

484

1,433

1,400

Warehousing, selling and administrative

112

107

112

333

313

Impairment and other charges

5

5

Operating profit

33

23

32

95

84

Other income (expense)

(1

)

(1

)

(1

)

Income before income taxes

32

22

32

94

84

Income tax provision

7

9

7

21

25

Net income

25

13

25

73

59

Net income attributable to noncontrolling interest

1

1

Net income attributable to DNOW Inc.

$

25

$

13

$

25

$

72

$

58

Earnings per share attributable to DNOW Inc. stockholders:

Basic

$

0.23

$

0.12

$

0.24

$

0.66

$

0.53

Diluted

$

0.23

$

0.12

$

0.23

$

0.66

$

0.53

Weighted-average common shares outstanding, basic

105

106

105

105

107

Weighted-average common shares outstanding, diluted

106

107

106

106

107

DNOW INC.

SUPPLEMENTAL INFORMATION

BUSINESS SEGMENTS (UNAUDITED)

(In millions)

Three months ended

Nine months ended

September 30,

June 30,

September 30,

2025

2024

2025

2025

2024

Revenue:

United States

$

527

$

482

$

528

$

1,529

$

1,429

Canada

53

65

48

163

187

International

54

59

52

169

186

Total revenue

$

634

$

606

$

628

$

1,861

$

1,802

DNOW INC.
SUPPLEMENTAL INFORMATION (CONTINUED)
U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) TO NON-GAAP RECONCILIATIONS

In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs, (ii) EBITDA excluding other costs as a percentage of revenue, (iii) net income attributable to DNOW Inc. excluding other costs, (iv) diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs, and (v) free cash flow. We use these non-GAAP financial measures to evaluate and manage the Company’s operations because we believe they provide useful supplemental information regarding the financial performance of our business. These non-GAAP financial measures are not intended to replace the GAAP financial measures. Free cash flow is net cash provided by (used in) operating activities adjusted for purchases of property, plant and equipment, and the remaining non-GAAP financial measures exclude the impact of certain other items. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in the schedules herein. Totals in the schedules herein may not foot due to rounding.

NET INCOME ATTRIBUTABLE TO DNOW INC. TO NON-GAAP EBITDA EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)

(In millions)

Three months ended

Nine months ended

September 30,

June 30,

September 30,

2025

As a % of revenue

2024

As a % of revenue

2025

As a % of revenue

2025

As a % of revenue

2024

As a % of revenue

GAAP net income attributable to DNOW Inc.

$

25

3.9

%

$

13

2.1

%

$

25

4.0

%

$

72

3.9

%

$

58

3.2

%

Net income attributable to noncontrolling interest

1

1

Interest expense (income), net

(1

)

(1

)

(2

)

(4

)

Income tax provision

7

9

7

21

25

Depreciation and amortization

11

8

10

32

24

Other costs:

Stock-based compensation (1)

4

3

4

11

9

Other (2)

4

10

6

13

18

EBITDA excluding other costs

$

51

8.0

%

$

42

6.9

%

$

51

8.1

%

$

148

8.0

%

$

131

7.3

%

NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO NON-GAAP NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)

(In millions)

Three months ended

Nine months ended

September 30,

June 30,

September 30,

2025

2024

2025

2025

2024

GAAP net income attributable to DNOW Inc.

$

25

$

13

$

25

$

72

$

58

Other (2)

4

10

6

13

18

Other tax expense (benefit) (3)

(1

)

(2

)

(4

)

(2

)

Other, net of tax (4)*

3

9

4

9

15

Net income attributable to DNOW Inc. excluding other costs

$

28

$

22

$

29

$

81

$

73

*   Totals may not foot due to rounding.

DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO NON-GAAP DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)

Three months ended

Nine months ended

September 30,

June 30,

September 30,

2025

2024

2025

2025

2024

GAAP diluted earnings per share attributable to DNOW Inc. stockholders

$

0.23

$

0.12

$

0.23

$

0.66

$

0.53

Other, net of tax (4)

0.03

0.09

0.04

0.09

0.14

Diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs

$

0.26

$

0.21

$

0.27

$

0.75

$

0.67

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)

Three months ended

Nine months ended

September 30,

June 30,

March 31,

December 31,

September 30,

September 30,

2025

2025

2025

2024

2024

2025

2024

Net cash provided by (used in) operating activities

$

43

$

45

$

(16

)

$

122

$

74

$

72

$

176

Less: Purchases of property, plant and equipment

(4

)

(4

)

(6

)

(3

)

(2

)

(14

)

(6

)

Free cash flow

$

39

$

41

$

(22

)

$

119

$

72

$

58

$

170

(1)

For the three and nine months ended September 30, 2025, stock-based compensation excludes less than $1 million and $1 million, respectively, as such amounts were reported in Other.

For the three months ended June 30, 2025, stock-based compensation excludes less than $1 million as such amounts were reported in Other.

(2)

For the three and nine months ended September 30, 2025, Other primarily included approximately $4 million and $12 million, respectively, of transaction-related charges and less than $1 million and $1 million, respectively, of International restructuring charges, both of which were included in warehousing, selling, and administrative.

For the three months ended September 30, 2024, Other was primarily related to the International restructuring charges of $8 million, of which approximately $5 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, selling and administrative; additionally, Other also included transaction-related charges of approximately $2 million recorded in warehousing, selling and administrative.

For the nine months ended September 30, 2024, Other included the International restructuring charges of $8 million mentioned above as well as transaction-related charges of approximately $10 million, of which $5 million were included in cost of products and approximately $5 million included in warehousing, selling and administrative.

For the three months ended June 30, 2025, Other primarily included approximately $6 million of transaction-related charges and less than $1 million of International restructuring charges, both of which were included in warehousing, selling, and administrative.

Transaction-related charges include transaction costs, inventory fair value step-up, retention bonus accruals and integration expenses associated with acquisitions.

(3)

For the three and nine months ended September 30, 2025, Other tax expense (benefit) represents tax benefit of approximately $1 million and $4 million, respectively, related to Other.

For the three and nine months ended September 30, 2024, Other tax expense (benefit) represents tax benefit of less than $1 million and approximately $2 million, respectively, related to Other.

For the three months ended June 30, 2025, Other tax expense (benefit) represents tax benefit of approximately $2 million related to Other.

The tax effect of Other is calculated based on the nature of the item and/or the tax jurisdiction in which the item has been incurred and applying the specific tax rate or tax treatment to each item included in Other.

(4)

Other, net of tax comprises Other and Other tax expense (benefit). See footnotes (2) and (3) for details.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251105615241/en/

Mark Johnson
Senior Vice President and Chief Financial Officer
(281) 823-4754

FAQ**

What specific synergies do you anticipate from the merger between DNOW Inc. and MRC Global that could enhance DNOW Inc.'s competitive position in the market?

The merger between DNOW Inc. and MRC Global is expected to create synergies in procurement efficiencies, expanded product offerings, shared distribution networks, enhanced customer reach, and combined technological innovations, thereby strengthening DNOW's competitive market position.

How does DNOW Inc. plan to strategically utilize its $266 million in cash and zero long-term debt to drive growth post-merger with MRC Global?

DNOW Inc. plans to strategically utilize its $266 million in cash and zero long-term debt to drive growth post-merger with MRC Global by investing in operational improvements, expanding product offerings, enhancing market reach, and pursuing targeted acquisitions.

What metrics will DNOW Inc. prioritize to measure the success of the merger with MRC Global, and how might these affect investor confidence?

DNOW Inc. will likely prioritize metrics such as revenue growth, cost synergies, customer retention rates, and overall market share post-merger, which, if positive, could enhance investor confidence by signaling effective integration and improved financial performance.

In light of the reported revenue growth, what initiatives will DNOW Inc. implement to sustain this momentum and further enhance shareholder value in the coming quarters?

DNOW Inc. will focus on strategic investments in technology, expanding product offerings, optimizing supply chain efficiencies, and enhancing customer engagement initiatives to sustain revenue growth and enhance shareholder value in the coming quarters.

**MWN-AI FAQ is based on asking OpenAI questions about DNOW Inc. (NYSE: DNOW).

DNOW Inc.

NASDAQ: DNOW

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DNOW Stock Data

$1,712,745,165
102,176,643
N/A
112
N/A
Industrial Equipment Distributors
Industrials
US
Houston

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