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DNOW Reports Fourth Quarter and Full-Year 2025 Results

Earnings Conference Call
February 20, 2026
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 fourth quarter and year ended December 31, 2025.

Completed Merger with MRC Global Inc.

  • On November 6, 2025, DNOW completed its acquisition of MRC Global in an all-stock transaction
  • Annual merger cost synergies are ahead of plan, with first-year savings now projected at $23 million, or 35% above target, while maintaining our $70 million three-year synergy commitment

Full-Year 2025 Highlights

  • Revenue was $2,820 million
  • Gross profit was $478 million, or 17.0% of revenue, and adjusted gross profit was $651 million, or 23.1% of revenue
  • Net loss attributable to DNOW Inc. was $89 million, or $(0.76) per diluted share, primarily due to transaction charges, and adjusted net income attributable to DNOW Inc. was $104 million, or $0.86 per diluted share
  • Adjusted EBITDA was $209 million, or 7.4% of revenue
  • Cash provided by operating activities was $155 million
  • Repurchased $37 million of common stock
  • Cash and cash equivalents was $164 million and long-term debt was $411 million at December 31, 2025 with total liquidity of approximately $588 million

Fourth Quarter 2025 Highlights

  • Revenue was $959 million
  • Gross profit was $68 million, or 7.1% of revenue, and adjusted gross profit was $217 million, or 22.6% of revenue
  • Net loss attributable to DNOW Inc. was $147 million, or $(0.95) per diluted share, primarily due to transaction charges, and adjusted net income attributable to DNOW Inc. was $23 million, or $0.15 per diluted share
  • Adjusted EBITDA was $61 million, or 6.4% of revenue
  • Cash provided by operating activities was $83 million
  • Repurchased $10 million of common stock

David Cherechinsky, President and CEO of DNOW, added, “DNOW delivered strong financial results in 2025 generating $2.8 billion in revenue, with Adjusted EBITDA totaling 7.4% of revenues. Excluding the contribution from MRC Global in the fourth quarter, 2025 marked DNOW’s fifth consecutive year of revenue growth and its highest Adjusted EBITDA year ever.

The merger with MRC Global expands DNOW's growth opportunities and strategically positions the Company for long-term success. I am encouraged by the strong start to our integration efforts and the early progress of our synergy realization initiatives, which we expect will create meaningful value for our combined business over time.

As we move into 2026, we have taken targeted actions to address persistent challenges related to the U.S. MRC Global ERP system transition, which went live in the third quarter of 2025. While these complexities have created near-term obstacles, we are actively addressing them and remain focused on positioning the business for long-term growth.

I am humbled to represent the talented women and men of DNOW who work hard every day to serve our customers and compete in the market. Their dedication gives me confidence in our future as we lay the groundwork for 2026 and beyond.”

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

About DNOW

DNOW is a premier energy and industrial solutions provider with a legacy of over 160 years as a leading distributor of pipe, valves, fittings (PVF), gas products, pumps and fabricated equipment. Headquartered in Houston, Texas, with approximately 5,300 employees and a global network of distribution and engineering locations; we provide a broad mix of quality products our customers require to build and maintain essential infrastructure across the upstream, midstream, gas utilities, downstream, energy transition and industrial markets. We deliver a comprehensive range of value-added supply chain solutions and technical product expertise, supported by advanced digital offerings. Our products and resources enable our customers to run their operations more efficiently and effectively, helping them to meet and exceed their business goals.

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 (UNAUDITED)

(In millions, except share and per share data)

 
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

164

 

 

$

256

 

Receivables, net

 

 

874

 

 

 

388

 

Inventories, net

 

 

1,192

 

 

 

352

 

Prepaid and other current assets

 

 

48

 

 

 

32

 

Total current assets

 

 

2,278

 

 

 

1,028

 

Property, plant and equipment, net

 

 

264

 

 

 

157

 

Operating right-of-use assets

 

 

160

 

 

 

40

 

Deferred income taxes

 

 

11

 

 

 

93

 

Goodwill

 

 

617

 

 

 

230

 

Intangibles, net

 

 

565

 

 

 

65

 

Other assets

 

 

29

 

 

 

8

 

Total assets

 

$

3,924

 

 

$

1,621

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

653

 

 

$

300

 

Accrued liabilities

 

 

300

 

 

 

130

 

Other current liabilities

 

 

21

 

 

 

12

 

Total current liabilities

 

 

974

 

 

 

442

 

Long-term debt

 

 

411

 

 

 

 

Long-term operating lease liabilities

 

 

129

 

 

 

29

 

Deferred income taxes

 

 

99

 

 

 

 

Other long-term liabilities

 

 

73

 

 

 

22

 

Total liabilities

 

 

1,686

 

 

 

493

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Common stock - par value $0.01; 330 million shares authorized;
186,125,254 and 105,652,963 shares issued and outstanding at December 31, 2025
and 2024, respectively

 

 

2

 

 

 

1

 

Additional paid-in capital

 

 

3,193

 

 

 

2,023

 

Accumulated deficit

 

 

(836

)

 

 

(747

)

Accumulated other comprehensive loss

 

 

(126

)

 

 

(153

)

DNOW Inc. stockholders' equity

 

 

2,233

 

 

 

1,124

 

Noncontrolling interest

 

 

5

 

 

 

4

 

Total stockholders' equity

 

 

2,238

 

 

 

1,128

 

Total liabilities and stockholders' equity

 

$

3,924

 

 

$

1,621

 

DNOW INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share data)

 

 

 

Three Months Ended

 

 

Year Ended

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2025

 

 

2024

 

Revenue

$

959

 

 

$

571

 

 

$

634

 

 

$

2,820

 

 

$

2,373

 

Cost of products

 

891

 

 

 

438

 

 

 

491

 

 

 

2,342

 

 

 

1,842

 

Gross profit

 

68

 

 

 

133

 

 

 

143

 

 

 

478

 

 

 

531

 

Selling, general and administrative expenses

 

226

 

 

 

103

 

 

 

112

 

 

 

559

 

 

 

416

 

Impairment and other charges

 

12

 

 

 

1

 

 

 

 

 

 

12

 

 

 

6

 

Operating (loss) profit

 

(170

)

 

 

29

 

 

 

31

 

 

 

(93

)

 

 

109

 

Other (expense) income

 

(6

)

 

 

1

 

 

 

(1

)

 

 

(7

)

 

 

1

 

(Loss) income before income taxes

 

(176

)

 

 

30

 

 

 

30

 

 

 

(100

)

 

 

110

 

Income tax (benefit) provision

 

(29

)

 

 

7

 

 

 

7

 

 

 

(12

)

 

 

31

 

Net (loss) income

 

(147

)

 

 

23

 

 

 

23

 

 

 

(88

)

 

 

79

 

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Net (loss) income attributable to DNOW Inc.

$

(147

)

 

$

23

 

 

$

23

 

 

$

(89

)

 

$

78

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share attributable to DNOW Inc. stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.95

)

 

$

0.22

 

 

$

0.21

 

 

$

(0.76

)

 

$

0.72

 

Diluted

$

(0.95

)

 

$

0.21

 

 

$

0.21

 

 

$

(0.76

)

 

$

0.71

 

Weighted-average common shares outstanding, basic

 

155

 

 

 

106

 

 

 

105

 

 

 

118

 

 

 

106

 

Weighted-average common shares outstanding, diluted

 

155

 

 

 

107

 

 

 

106

 

 

 

118

 

 

 

107

 

DNOW INC.

SUPPLEMENTAL INFORMATION


BUSINESS SEGMENTS (UNAUDITED)

(In millions)

 

 

Three Months Ended

 

 

Year Ended

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

765

 

 

$

451

 

 

$

527

 

 

$

2,294

 

 

$

1,880

 

Canada

 

51

 

 

 

66

 

 

 

53

 

 

 

214

 

 

 

253

 

International

 

143

 

 

 

54

 

 

 

54

 

 

 

312

 

 

 

240

 

Total revenue

$

959

 

 

$

571

 

 

$

634

 

 

$

2,820

 

 

$

2,373

 

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) adjusted gross profit, (ii) adjusted gross profit as a percentage of revenue, (iii) adjusted earnings before interest, taxes, depreciation and amortization and excluding other costs (Adjusted EBITDA), (iv) Adjusted EBITDA as a percentage of revenue, (v) adjusted net (loss) income attributable to DNOW Inc., (vi) adjusted diluted earnings per share attributable to DNOW Inc. stockholders, (vii) net debt and (viii) net debt leverage ratio. 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. The Company defines 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 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, retention bonus accruals and integration expenses associated with acquisitions. We define Net Debt as total long-term debt, including current portion, minus cash. We define our net debt leverage ratio as Net Debt divided by trailing twelve months Adjusted EBITDA. The Company believes Net Debt is an indicator of the extent to which the Company’s outstanding debt obligations could be satisfied by cash on hand and a useful metric for investors to evaluate the Company’s leverage position. We believe the net debt leverage ratio is a commonly used metric that management and investors use to assess the borrowing capacity of the Company. 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.

GROSS PROFIT TO ADJUSTED GROSS PROFIT RECONCILIATION (UNAUDITED)

(In millions)

 

 

Three Months Ended

 

 

Year Ended

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

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

 

Gross profit, as reported

$

68

 

7.1

%

$

133

 

23.3

%

 

$

143

 

22.6

%

 

$

478

 

17.0

%

$

531

 

22.4

%

Amortization of intangibles

 

5

 

 

 

 

2

 

 

 

 

 

2

 

 

 

 

 

11

 

 

 

 

7

 

 

 

Increase in LIFO reserve

 

9

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

27

 

 

 

 

4

 

 

 

Inventory-related transaction charges

 

135

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

135

 

 

 

 

7

 

 

 

Adjusted Gross Profit

$

217

 

22.6

%

$

136

 

23.8

%

 

$

147

 

23.2

%

 

$

651

 

23.1

%

$

549

 

23.1

%

NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. TO ADJUSTED EBITDA RECONCILIATION (UNAUDITED)

(In millions)

 

 

Three Months Ended

 

 

Year Ended

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2025

 

As a % of revenue

 

2024 (1)

 

As a % of revenue

 

 

2025 (1)

 

As a % of revenue

 

 

2025

 

As a % of revenue

 

2024 (1)

 

As a % of revenue

 

Net (loss) income attributable to DNOW Inc.

$

(147

)

(15.3

)%

$

23

 

4.0

%

 

$

23

 

3.6

%

 

$

(89

)

(3.2

)%

$

78

 

3.3

%

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

1

 

 

 

Interest expense (income), net

 

4

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

2

 

 

 

 

(6

)

 

 

Income tax (benefit) provision

 

(29

)

 

 

 

7

 

 

 

 

 

7

 

 

 

 

 

(12

)

 

 

 

31

 

 

 

Depreciation and amortization

 

20

 

 

 

 

10

 

 

 

 

 

11

 

 

 

 

 

52

 

 

 

 

34

 

 

 

Increase in LIFO reserve

 

9

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

27

 

 

 

 

4

 

 

 

Stock-based compensation (2)

 

4

 

 

 

 

4

 

 

 

 

 

4

 

 

 

 

 

15

 

 

 

 

13

 

 

 

Transaction-related charges (3)

 

51

 

 

 

 

2

 

 

 

 

 

4

 

 

 

 

 

62

 

 

 

 

6

 

 

 

Impairment and other charges (4)

 

12

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

6

 

 

 

Inventory-related transaction charges (5)

 

135

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

135

 

 

 

 

7

 

 

 

Restructuring and exit costs (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

2

 

 

 

Other (6)

 

2

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

Adjusted EBITDA

$

61

 

6.4

%

$

45

 

7.9

%

 

$

51

 

8.0

%

 

$

209

 

7.4

%

$

176

 

7.4

%

(1)

The year ended December 31, 2024 includes a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $3 million. The three months ended September 30, 2025 includes a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $2 million.

(2)

For the three months and year ended December 31, 2025, stock-based compensation excludes $13 million and $14 million, respectively, as such amounts were reported in transaction-related charges. For the three months ended September 30, 2025, stock-based compensation excludes less than $1 million, as such amounts were reported in transaction-related charges.

(3)

Transaction-related charges and restructuring and exit costs are included in selling, general and administrative expenses.

(4)

For the three months and year ended December 31, 2025, impairment and other charges included $12 million of foreign currency translation losses as a result of substantially completing the liquidation of certain foreign subsidiaries in the International segment. For the three months and year ended December 31, 2024, impairment and other charges included $1 million and $6 million, respectively, of International restructuring charges for foreign currency translation losses.

(5)

Inventory-related transaction charges are included in cost of products. For the three months and year ended December 31, 2025, inventory-related transaction charges included $135 million of charges related to inventory step-up. For the year ended December 31, 2024, inventory-related transaction charges included $5 million of transaction-related charges, coupled with $2 million of inventory write-downs.

(6)

For the three months and year ended December 31, 2025, other costs included $2 million related to foreign currency losses.

NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED)

(In millions)

 

 

Three Months Ended

 

 

Year Ended

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2025

 

 

2024 (1)

 

 

2025 (1)

 

 

2025

 

 

2024 (1)

 

Net (loss) income attributable to DNOW Inc.

$

(147

)

 

$

23

 

 

$

23

 

 

$

(89

)

 

$

78

 

Increase in LIFO reserve

 

9

 

 

 

 

 

 

2

 

 

 

27

 

 

 

4

 

Transaction-related charges

 

51

 

 

 

2

 

 

 

4

 

 

 

62

 

 

 

6

 

Impairment and other charges

 

12

 

 

 

1

 

 

 

 

 

 

12

 

 

 

6

 

Inventory-related transaction charges

 

135

 

 

 

1

 

 

 

 

 

 

135

 

 

 

7

 

Restructuring and exit costs

 

 

 

 

 

 

 

 

 

 

2

 

 

 

2

 

Tax benefit(2)

 

(37

)

 

 

 

 

 

(1

)

 

 

(45

)

 

 

(3

)

Adjusted net income attributable to DNOW Inc.

$

23

 

 

$

27

 

 

$

28

 

 

$

104

 

 

$

100

 

(1)

The year ended December 31, 2024 and the three months ended September 30, 2025 include a change in accounting principle adjustment decreasing the previously reported net income attributable to DNOW Inc. by $3 million and $2 million, respectively. 

(2)

The tax effect of non-GAAP reconciling items is calculated based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and applying the specific tax rate or tax treatment to each item. 

DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED)

 

Three Months Ended

 

 

Year Ended

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2025

 

 

2024

 

 

2025 (1)

 

 

2025

 

 

2024 (1)

 

Diluted (loss) earnings per share attributable to DNOW Inc. stockholders

$

(0.95

)

 

$

0.21

 

 

$

0.21

 

 

$

(0.76

)

 

$

0.71

 

Increase in LIFO reserve

 

0.06

 

 

 

 

 

 

0.02

 

 

 

0.22

 

 

 

0.04

 

Transaction-related charges

 

0.33

 

 

 

0.02

 

 

 

0.04

 

 

 

0.53

 

 

 

0.06

 

Impairment and other charges

 

0.08

 

 

 

0.01

 

 

 

 

 

 

0.10

 

 

 

0.05

 

Inventory-related transaction charges

 

0.87

 

 

 

0.01

 

 

 

 

 

 

1.14

 

 

 

0.06

 

Restructuring and exit costs

 

 

 

 

 

 

 

0.01

 

 

 

0.01

 

 

 

0.02

 

Tax benefit(2)

 

(0.24

)

 

 

 

 

 

(0.02

)

 

 

(0.38

)

 

 

(0.03

)

Adjusted diluted earnings per share attributable to DNOW Inc. stockholders

$

0.15

 

 

$

0.25

 

 

$

0.26

 

 

$

0.86

 

 

$

0.91

 

(1)

The year ended December 31, 2024 and the three months ended September 30, 2025 include a change in accounting principle adjustment decreasing the previously reported diluted earnings per share attributable to DNOW Inc. stockholders by $0.03 and $0.02, respectively.

(2)

The tax effect of non-GAAP reconciling items is calculated based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and applying the specific tax rate or tax treatment to each item.

LONG-TERM DEBT TO NET DEBT AND NET DEBT LEVERAGE RATIO CALCULATION (UNAUDITED)

(In millions)

 

 

 

December 31,

 

 

 

2025

 

Long-term debt

 

$

411

 

Plus: current portion of debt obligations

 

 

 

Total debt

 

 

411

 

Less: cash

 

 

164

 

Net Debt

 

$

247

 

 

 

 

 

Net Debt

 

$

247

 

Adjusted EBITDA

 

 

209

 

Net Debt Leverage Ratio

 

1.2x

 

 

Contacts

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

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