DNOW Inc. (DNOW) Investigation

The investigation is focused on the propriety of DNOW’s disclosures about certain enterprise resource planning (“ERP”) issues faced by its acquisition target, MRC Global Inc., leading up to- and after- the acquisition closed on November 6, 2025.

On November 5, 2025, the day before the acquisition closed, DNOW held its Q3 2025 earnings call. DNOW management assured investors about MRC’s ERP deployment, stating “[i]t’s a state-of-the-art system that really lends itself to improved inventory management and visibility, order processing efficiency, supply chain optimization, improved financial control, customer service enhancement and certainly more data-driven solutions.”

While noting that “ERP implementation is a complicated exercise[,]” DNOW management emphasized that “MRC characterized their issues with implementing the ERP as an isolated one-time event[]” and “they just implemented a world-class ERP.”

Investors’ expectations were dashed on February 20, 2026. That day, DNOW reported its Q4 and FY 2025 financial results.

Among the disappointments, DNOW revealed that MRC revenues declined in the fourth quarter “due to persistent ERP challenges[]” and that “the MRC Global ERP project […] is fair to characterize as an obstacle.”

In addition, in contrast to DNOW’s November assurances, management said “[d]esign architecture is resulting in inefficiencies for certain core processes, continuing negative operating and financial impacts.” Further, “[o]bserved limitations across the system are guided as it is slow, impedes customer service, requires more resources, increases safety stock, and difficulty processing orders.” As a result, post-acquisition, DNOW revealed that it needed to invest more money to remediate ERP issues previously characterized as “an isolated one-time event.”

Of additional concern, DNOW delayed sequential and full year 2026 guidance, blaming “persistent challenges related to our ERP implementation within legacy MRC Global US operations.”

The market swiftly reacted, sending the price of DNOW shares down 19% and lopping off over $580 million of market capitalization in just one day.

FREQUENTLY ASKED QUESTIONS ABOUT THE CASE

What is the DNOW investigation about?

We are focused on whether DNOW management may have known about MRC’s ongoing, persistent ERP implementation problems that, as management acknowledged a few months later, presented obstacles to efficiency.

WHAT SHOULD I DO?

I worked at DNOW. What should I do?

If you were an employee of DNOW, you may have valuable information that could be relevant to the investigation. Hagens Berman is one of the nation’s top whistleblower law firms, and has successfully represented many individuals who come forward with information regarding corporate malfeasance. Under the new SEC Whistleblower program, whistleblowers who provide original information may receive rewards totaling up to 30 percent of any successful recovery made by the SEC. For more information, contact Reed Kathrein at 844-916-0895 or [email protected].

There are multiple law firms participating, do I need to contact all of them?

No, you do not need to contact all participating law firms. Generally, class-action investigations and lawsuits are consolidated into a single case to streamline the legal process, and attorneys from only a few law firms are selected to serve in a leadership role on the consolidated case. Hagens Berman has a proven track record of being appointed to leadership roles in complex, multidistrict litigation regarding investor fraud and other consumer rights issues, and your claim will be handled by attorneys who have helped secure approximately $325 billion in class-action settlements on behalf of individuals who have suffered due to corporate malfeasance and the wrongdoing of other powerful institutions.

AM I ELIGIBLE?

What is the threshold amount to be eligible? What are “substantial” losses?

The threshold amount and the definition of "substantial" losses may vary depending on a number of factors specific to the case, including the size of the company, market cap, shares outstanding and who holds them and the damages alleged by the fraud. In general, to be eligible to participate in a class-action lawsuit, you must be able to demonstrate that you suffered financial losses as a result of the alleged wrongdoing and that your losses meet the criteria set by the court or law firm. Fill out the form and submit your losses.

CAN I PARTICIPATE?

Am I affected? What do I need to do to participate?

If you were an investor in DNOW, you may be affected and eligible to participate in the case. To determine your eligibility and potential involvement, fill out the form and submit your losses.

Can any DNOW investor participate?

In most class-action investigations and cases, any investor who meets the eligibility criteria, including purchasing the shares during the relevant period, can participate, regardless of the size of their investment. Fill out the form to find out your rights.

I bought on a non-U.S. Exchange. Can I participate?

No. This investigation only covers shares bought on a U.S. exchange, i.e. NASDAQ or NYSE. Fill out the form to find out your rights.

Am I included if I still hold my shares, or do I need to sell to participate?

Participation is based on purchasing shares during the relevant period, rather than your current holdings. Accordingly, you do not need to sell to participate. Fill out the form to find out your rights.