DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

X	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

DNOW Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

X	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO


Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1

PROXY STATEMENT

Proxy Summary			2

Proposal No. 1 – Election of Directors			11

Committees and Meetings of the Board			21

Board of Directors			24

Corporate Governance			29

Proposal No. 2 – Ratification of Independent Auditors			40

Audit Committee Report			41

Proposal No. 3 – Approval of the Compensation of our Named Executive Officers			44

Stock Ownership			47

Compensation Discussion and Analysis			50

Executive Officers			50

Compensation Committee Report on Executive Compensation			75

Executive Compensation			80

CEO Pay Ratio			86

2025 Pay vs Performance			88

Director Compensation			91

Certain Relationships and Related Transactions			92

Delinquent Section 16(a) Reports			93

Stockholder Proposals for the 2027 Annual Meeting			93

Annual Report and Other Matters			93

LOGO

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Wednesday, May 20, 2026

10:00 a.m. (Central Standard Time)

DNOW Inc.

7402 N. Eldridge Parkway

Houston, Texas 77041

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of DNOW Inc. (the “Company”) will be held at the Company’s corporate headquarters located at 7402 N. Eldridge Parkway, Houston, Texas 77041 on Wednesday, May 20, 2026, at 10:00 a.m. local time, for the following purposes:

◾

To elect nine directors to hold office for one-year terms (Proposal 1);

◾

To consider and act upon a proposal to ratify the appointment of KPMG LLP as independent auditors of the Company for 2026 (Proposal 2);

◾

To consider and act upon an advisory proposal to approve the compensation of our named executive officers (Proposal 3); and

◾

To consider and act upon any other matters that may properly come before the annual meeting or any postponement or adjournment thereof.

The Board of Directors recommends that you vote “FOR” these three proposals.

The Board of Directors has set March 25, 2026 as the record date for the Annual Meeting. If you were a stockholder of record of the Company’s common stock at the close of business on March 25, 2026, you are entitled to vote at the Annual Meeting. A complete list of these stockholders will be available for examination during ordinary business hours at our corporate headquarters for a period of ten days prior to the Annual Meeting. The list will also be made available at the Annual Meeting for the duration of such meeting and may be inspected by any stockholder who is present at the Annual Meeting.

On or about April 9, 2026, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2026 Proxy Statement and 2025 Annual Report on Form 10-K and how to vote online will be made available. The Notice also provides instruction on how you can request a paper copy of these documents if you desire. If you received your 2026 annual meeting materials via e-mail, the e-mail contains voting instructions and links to the Proxy Statement and Form 10-K online.

You are cordially invited to join us at the Annual Meeting. However, to ensure your representation, we request that you return your signed proxy card or complete voting online at your earliest convenience, regardless of whether or not you plan to attend the Annual Meeting. You may revoke your proxy at any time if you wish to attend and vote in person.

By Order of the Board of Directors,

Raymond Chang

Vice President, General Counsel and Secretary

April 9, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on

Wednesday, May 20, 2026. The Company’s 2026 Proxy Statement and the Annual Report to Stockholders for

the year ended 2025 are also available at: http://www.proxyvote.com

Proxy Summary

This summary highlights information throughout our Proxy Statement. Please read this entire Proxy Statement carefully as this summary does not contain all information you should consider before voting.


ANNUAL SHAREHOLDERS MEETING

Date and Time: May 20, 2026 10:00 a.m. Central Time Place: DNOW Inc. 7402 N. Eldridge Parkway Houston, TX 77041 Record Date: March 25, 2026 How to Vote Online: www.proxyvote.com		Notice Date: This Proxy Statement was first distributed to shareholders on or about April 9, 2026 Meeting Agenda: The meeting will cover the three proposals listed in the Agenda Items and Vote Recommendations herein as well as any other business that may properly come before the meeting. Voting: Shareholders as of the record date are entitled to vote. Each share of common stock of DNOW Inc. (“Company”) is entitled to one vote for each director nominee and one vote for each proposal.

LOGO

MRC Global Acquisition

On June 26, 2025, the Company announced it had entered into an Agreement and Plan of Merger with MRC Global Inc. subject to satisfaction or waiver of certain customary mutual closing conditions. On November 6, 2025, the Company announced completion of the acquisition, creating a premier solutions provider to the energy and industrial markets.

Under the terms of the merger agreement, each share of MRC Global’s common stock was converted into the right to receive 0.9489 shares of the Company’s common stock. In addition, MRC Global’s stock is no longer listed for trading on the New York Stock Exchange, and MRC Global no longer has reporting obligations under the Securities Exchange Act of 1934, as amended.

With the acquisition of MRC Global, the Company expects to deliver significant strategic, operational and financial benefits to shareholders over the coming years, including:

●

Compelling and diverse growth opportunities through serving a broader mix of customers in the construction and maintenance of essential energy process, production and transmission infrastructure, including chemical processing, municipal water, utilities, mining and power generation;

●

Expanded geographic footprint and distribution presence in the U.S., Canada and attractive international markets, with approximately 5,000 team members across more than 300 service and distribution locations throughout more than 20 countries;

●

Substantial cash flow generation for organic investments in growth and productivity-enhancing technologies and investments that yield efficiencies and create value for customers. Maintaining a disciplined approach to capital allocation, the combined company expects to continue strategic acquisitions, return capital to shareholders and reduce debt towards a net cash position; and

●

A strong balance sheet with a streamlined capital structure allowing for greater capital allocation flexibility. DNOW is expected to generate $70 million of annual cost synergies within three years following closing through public company costs, corporate and IT systems, and operational and supply chain efficiencies.

Agenda Items and Vote Recommendations


Proposal 1:		Election of nine nominees as directors of the Company for one-year terms.

The Board believes that each director nominee brings a valuable set of skills, experience, and attributes to the boardroom that align with the long-term interests of the Company and its stockholders and contribute to the overall effectiveness of the Board as a whole.

The Board recommends that you vote “FOR” each of the nine director nominees for a one-year term.

See discussion beginning on Page 11


Proposal 2:		Ratification of the appointment of KPMG LLP as independent auditors of the Company for 2026.

The Board has appointed KPMG LLP to serve as DNOW’s independent registered public accounting firm for 2026 and this appointment is being submitted for ratification.

The Board recommends that you vote “FOR” the proposal to ratify the appointment of KPMG LLP.

See discussion beginning on Page 40


Proposal 3:		Approval on an advisory basis, the compensation of our named executive officers.

The Board, specifically the Compensation Committee, has established a market-competitive executive compensation program with many best practices that is aligned with the long-term interests of our shareholders and significantly dependent on the Company’s positive performance.

The Board recommends that you vote “FOR” the advisory proposal of the compensation of the Company’s named executive officers.

See discussion beginning on Page 45

2025 External Recognitions

LOGO

Our Board at a Glance

LOGO

We are committed to and recognize the importance of good corporate governance and high ethical standards. Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibilities.

The charts above are representative of DNOW’s Board composition as of April 9, 2026 unless otherwise noted.

LOGO

Defined Terms


401(k) Plan		DNOW Inc. 401(k) and Retirement Savings Plan
2024 LTIP		DNOW Inc. Long-Term Incentive Plan approved by stockholders in 2024
AI		Artificial intelligence
Annual Meeting		2026 Annual Meeting of Stockholders of DNOW Inc.
BlackRock		BlackRock, Inc.
Board		Board of Directors of DNOW Inc.
CEO		Chief Executive Officer
Clawback Policy		Incentive Based Compensation Recoupment Policy
Company		DNOW Inc.
EBITDA		Earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs and plus or minus the impact of our LIFO inventory costing methodology
ESG		Environmental, Social, and Governance
EY		Ernst & Young LLP
GAAP		U.S. generally accepted accounting principles
HSE		Health, safety and environment
Independent Chair		Chairman of the Board
KPMG		KPMG LLP
MRC Global		MRC Global Inc.
NACD		National Association of Corporate Directors
NEO		Named executive officers
NFPCC		NFP Compensation Consulting
NWC		Net Working Capital
NYSE		New York Stock Exchange
PCAOB		Public Company Accounting Oversight Board
PEO		Principal executive officer
Regulation S-K		Regulation S-K of the rules and regulations of the U.S. Securities and Exchange Commission
ROCE		Return on capital employed
rTSR		Relative Total Shareholder Return
SEC		U.S. Securities and Exchange Commission
Supplemental Plan		NOW Inc. Supplemental Savings Plan
TSR		Total stockholder return


VWAP		Volume weighted average stock price
Working Capital		Working capital as a percentage of revenue
Zayla		Zayla Partners

Contacting the Board of Directors, Management, or the Corporate Secretary of DNOW


Please address your inquiry to:		For Investor Relations:
Raymond Chang		Brad Wise
VP, General Counsel and Secretary		VP of Investor Relations and Digital Strategy
7402 N. Eldridge Parkway		7402 N. Eldridge Parkway
Houston, TX 77041		Houston, TX 77041

Disclosure Statement

Statements made in the course of this Proxy Statement that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time-to-time in the Company’s filings with the SEC. Any decision regarding the Company or its securities should be made upon careful consideration of not only the information here presented, but also other available information, including the information filed by the Company with the SEC. Copies of these filings may be obtained by contacting the Company or the SEC.

This Proxy Statement, including the Compensation Discussion and Analysis, contains financial measures presented on a non-GAAP basis. We use these non-GAAP financial measures internally to evaluate and manage the Company’s operations because we believe it provides useful supplemental information regarding the Company’s ongoing economic performance. The non-GAAP financial measures include: (i) adjusted gross profit, (ii) adjusted earnings before interest, taxes, depreciation and amortization excluding other costs (EBITDA), (iii) EBITDA as a percentage of revenue, (iv) adjusted net income (loss) attributable to DNOW Inc. excluding other costs, (v) adjusted diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs, and (vi) free cash flow. The Company uses these non-GAAP financial measures to evaluate and manage the Company’s operations because they 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. A reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure can be found on pages 42-47 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026. We undertake no duty to update any forward-looking statement that we may make, whether as a result of new information, future events, or otherwise except as may be required by applicable law. References herein to materials available on our website, including website links, are for informational purposes only and is not a part of, nor incorporated by reference into, this Proxy Statement.

DNOW INC.

7402 N. Eldridge Parkway

Houston, Texas 77041

PROXY STATEMENT

Except as otherwise specifically noted in this Proxy Statement, “DNOW,” the “Company,” “we,” “our,” “us,” and similar words in this Proxy Statement refer to DNOW Inc.


ANNUAL MEETING:		Date: Wednesday, May 20, 2026 Time: 10:00 a.m. (Central Standard Time) Place: DNOW Corporate Headquarters 7402 N. Eldridge Parkway Houston, Texas 77041

AGENDA:		Proposal 1: To elect nine nominees as directors of the Company for one-year terms. Proposal 2: Toratify the appointment of KPMG LLP as independent auditors of the Company for 2026. Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers. The Board of Directors recommends that you vote “FOR” the election of the nine nominees for director (Proposal 1), “FOR” the proposal to ratify the appointment of KPMG LLP as independent auditors of the Company for 2026 (Proposal 2), and “FOR” the approval of the compensation of our named executive officers (Proposal 3).

RECORD DATE/ WHO CAN VOTE:		All stockholders of record at the close of business on March 25, 2026 are entitled to vote. The only class of securities entitled to vote at the Annual Meeting is DNOW common stock. Holders of DNOW common stock are entitled to one vote per share at the Annual Meeting.

PROXY NOTICE:		Proxy Materials will be available to stockholders on or about April 9, 2026. Our Annual Report on Form 10-K, including financial statements for the fiscal year ended December 31, 2025, accompanies this Proxy Statement. The Annual Report on Form 10-K does not form any part of the proxy solicitation materials nor will be it considered as having been incorporated by reference.

PROXIES SOLICITED:		Your vote and proxy is being solicited by the Board of Directors for use at the Annual Meeting. This Proxy Statement and enclosed proxy card is being sent on behalf of the Board of Directors to all stockholders as of the record date beginning on or about April 9, 2026. By completing, signing, and returning your proxy card, you will authorize the persons named on the proxy card to vote your shares according to your instructions.


PROXIES:		If your proxy does not indicate how you wish to vote your common stock, the persons named on the proxy card will vote FOR election of the nine nominees for director (Proposal 1), FOR the ratification of the appointment of KPMG LLP as independent auditors (Proposal 2), and FOR the approval of the compensation of our named executive officers (Proposal 3).

REVOKING YOUR PROXY:		You can revoke your proxy at any time prior to when the vote is taken at the meeting by: (i) filing a written notice revoking your proxy; (ii) filing another proxy bearing a later date; or (iii) casting your vote in person at the Annual Meeting. Your last vote will be the vote that is counted.

QUORUM:		As of March 25, 2026, there were 185,920,512 shares of DNOW common stock issued and outstanding. The holders of these shares have the right to cast one vote for each share held by them. Shareholders, in person or by proxy, casting at least 92,960,256 votes constitutes a quorum for adopting the proposals at the Annual Meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining a quorum, as will broker non-votes. A broker non-vote occurs when a broker is not permitted to vote on a matter without instructions from the beneficial owner of the shares and no instruction is given. If you have properly signed and returned your proxy card, you will be considered part of the quorum, and the persons named on the proxy card will vote your shares as instructed.

VOTE REQUIRED FOR APPROVAL:		For the proposal to elect the nine director nominees (Proposal 1), our bylaws require that each director nominee be elected by the majority of votes cast with respect to such nominee (i.e. the number of shares voted FOR a director nominee must exceed the number of shares voted AGAINST that nominee). For additional information regarding our majority voting policy, see page 11 of the Proxy Statement. Broker non-votes and abstentions are not counted as votes cast for or against a director nominee and therefore will have no effect on this vote. Brokers are not permitted to vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted. Approval of the proposal to ratify the appointment of KPMG LLP as independent auditors (Proposal 2) and the proposal to approve the compensation of our named executive officers (Proposal 3) will require the affirmative vote of a majority of the shares of our common stock present in person or by proxy holding voting power at the Annual Meeting. An abstention will have the same effect as a vote AGAINST for each such proposal. For Proposal 2, brokers are permitted to vote your shares in the absence of your specific instructions as to how to vote. With respect to Proposal 3, brokers are not permitted to vote your shares in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted. Broker non-votes will have no impact on the outcome of Proposal 3.


HOUSEHOLDING:		The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a copy of these materials, other than the Proxy Card, to those stockholders. This process, which is commonly referred to as “householding,” can mean extra convenience for stockholders and cost savings for the Company. Beneficial stockholders can request information about householding from their banks, brokers, or other holders of record. Through householding, stockholders of record who have the same address and last name will receive only one copy of our Proxy Statement and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. If an individual receives multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all of your shares are voted. Stockholders who participate in householding will continue to receive separate Proxy Cards. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker if you are a beneficial stockholder. We will deliver promptly upon written or oral request a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of the proxy materials was delivered. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of Proxy Statements and Annual Reports, or if you hold stock in more than one account and wish to receive only a single copy of the Proxy Statement or Annual Report for your household, please contact Broadridge Householding Department, in writing, at 51 Mercedes Way, Edgewood, New York 11717, or by phone at (800) 542-1061.

COST OF PROXY SOLICITATION:		We have retained Okapi Partners LLC to solicit proxies from our stockholders at an estimated fee of $15,000, plus expenses. This fee does not include the costs of preparing, printing, assembling, and delivering the Proxy Statement. The Company will pay for the cost of soliciting proxies. Some of our directors, officers, and employees may also solicit proxies personally, without any additional compensation, by telephone or mail. Proxy materials also will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be

Held on Wednesday, May 20, 2026. The Company’s 2026 Proxy Statement and the Annual Report

to Stockholders for the year ended 2025 are also available at:

http://www.proxyvote.com

For directions to the Annual Meeting, please contact Investor Relations at 281-823-4700.

PLEASE VOTE – YOUR VOTE IS IMPORTANT

ELECTION OF DIRECTORS

PROPOSAL NO. 1 ON THE PROXY CARD

At the Company’s inception in 2014, the Board of Directors of DNOW Inc. (the “Board”) was divided into three classes with each class serving a term of three years. In 2020, stockholders approved the declassification of the Board over a three-year period which culminated in 2023. All directors stand for election for one-year terms if elected at the upcoming Annual Meeting.

The Board is currently made up of ten members: nine independent directors (as defined and set forth herein) and David Cherechinsky, President and CEO of the Company. Each of the Company’s current directors, with the exception of Mr. Eads who is retiring from the Board on May 20, 2026, is seeking re-election at the Annual Meeting. At the time of Mr. Eads’ retirement, the number of directors shall be fixed at nine members. We believe each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board have the authority to nominate another person, elect a substitute, or reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Each nominee has consented to serve if elected. Pursuant to the terms of the merger agreement between the Company and MRC Global, the Company was required to add two members to its existing Board of Directors selected from MRC Global’s Board of Directors prior to the closing of the transaction.

Vote Required for Approval

DNOW’s Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections (the number of shares voted FOR a director nominee must exceed the number of votes cast AGAINST that nominee). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Whether an election is contested or not contested is determined 14 days in advance of when we file our definitive Proxy Statement with the SEC. This year’s election was determined to be an uncontested election and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws and Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote. In that situation, our Environmental, Social, Governance, and Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action. The Board will act on the Environmental, Social, Governance, and Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.” In 2026, all director nominees are currently serving on the Board.

Brokers are not permitted to vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.

Information Regarding Nominees for Director for Terms Expiring in 2027:


Richard Alario Former Chief Executive Officer, Key Energy Services Chairman since 2021 Independent director Director since 2014 Age 71 Committee(s) ● Compensation Committee	Mr. Alario has been a director of the Company since May 2014 and has served as the Company’s Chairman of the Board since April 2021. Mr. Alario served as Interim Chief Executive Officer of the Company from November 2019 until June 2020, and as Executive Vice Chairman on an interim, short-term basis from June 2020 until October 2020. Mr. Alario served as Chief Executive Officer and director of Key Energy Services, Inc., a provider of oilfield services, from 2004 until his retirement in March 2016. Prior to joining Key Energy Services, Mr. Alario was employed by BJ Services Company, an oilfield services company, where he served as Vice President from 2002 after OSCA, Inc. was acquired by BJ Services. Prior to joining BJ Services, Mr. Alario had over 21 years of service in various capacities with OSCA, an oilfield services company, most recently having served as its Executive Vice President. He is also Chairman of the Board of Kirby Corporation serving as a member of its Compensation Committee. Mr. Alario was also a former director of the Louisiana Gulf Coast Oil Exposition and a former member of the Louisiana State University Petroleum Engineering Advisory Board. He also formerly served as Chairman of Fluid Delivery Solutions, LLC and as Chairman of Greenfield Environmental Solutions, LLC, both private equity backed upstream energy service companies. He formerly served as Chairman of the National Ocean Industries Association. Professional Experience DNOW ● Executive Vice Chairman (2020) ● Interim Chief Executive Officer (2019 – 2020) Key Energy Services ● Chairman and Chief Executive Officer (2004 – 2016) Skills
		CEO/Former CEO	Process Solutions
		Financial Expert	Distribution/Supply Chain
		Operations Leadership	Technology Systems
		ESG Experience	Cybersecurity Experience
		International Exposure	Strategic Planning
		Energy	Business Transformation

SEC Form DEF 14A filed by DNOW Inc.