MRC GLOBAL INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-11-06: Form 8-K; Period of report 2025-11-06; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2025-11-05: Form 8-K; Period of report 2025-11-05; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2025-11-04: Form 8-K; Period of report 2025-11-03; Description 8.01 Other Events; Details 8.01.
- 2025-10-07: Form 8-K; Period of report 2025-10-07; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-11-06 | 8-K | 2025-11-06 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the consummation of the Mergers, on November 6, 2025, MRC Global (US) Inc., a Delaware corporation (“MRC US”), at the direction of MRC Global, terminated (i) that certain Fifth Amended & Restated Loan, Security and Guarantee Agreement, dated as of November 12, 2024, by and among MRC US, as borrower, the other loan parties party thereto, the financial institutions from time to time party thereto, and Bank of America, N.A., as administrative agent, security trustee and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”) and (ii) that certain Term Loan Credit Agreement, dated as of October 29, 2024, by and among MRC US, as borrower, MRC Global, as parent, the financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement”, and together with the ABL Credit Agreement, the “Credit Agreements”). 2.01 As discussed in the Introductory Note, on the Closing Date, DNOW completed its previously announced acquisition of the Company and its subsidiaries. 3.01 Prior to the completion of the Mergers, shares of MRC Global Common Stock were listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “MRC.” In connection with the completion of the Mergers, the Company notified the NYSE that each eligible and outstanding share of MRC Global Common Stock was converted into the right to receive 0.9489 shares of DNOW Common Stock and requested that the NYSE withdraw the listing of the MRC Global Common Stock. 3.03 The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Pursuant to the Merger Agreement, all of the directors and officers of MRC Global ceased serving in such capacities, effective as of the Effective Time. 5.03 In connection with the consummation of the Mergers, on November 6, 2025, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, as set forth on Exhibits 3.1 and 3.2 of this Current Report, became the certificate of incorporation and bylaws of MRC Global. | d265684d8k.htm |
| 2025-11-05 | 8-K | 2025-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. | mrc20250812c_8k.htm |
| 2025-11-04 | 8-K | 2025-11-03 | 8.01 Other Events | 8.01 As previously announced, on June 26, 2025, MRC Global Inc., a Delaware corporation (“MRC Global” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DNOW Inc., a Delaware corporation (“DNOW”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). | d73188d8k.htm |
| 2025-10-07 | 8-K | 2025-10-07 | 8.01 Other Events | 8.01 As previously announced, on June 26, 2025, MRC Global Inc., a Delaware corporation (“MRC Global” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DNOW Inc., a Delaware corporation (“DNOW”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). | d847595d8k.htm |
| 2025-09-09 | 8-K | 2025-09-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On September 9, 2025, the Company held a special meeting of stockholders of the Company (the “Special Meeting”) at the offices of MRC Global located at 1301 McKinney Street, Houston, Texas 77010 to vote upon the following matters: (i) a proposal to approve and adopt the Merger Agreement and the Transactions (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers (the “Compensation Advisory Proposal”) and (iii) a proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). | d12844d8k.htm |
| 2025-08-29 | 8-K | 2025-08-29 | 8.01 Other Events | 8.01 As previously announced, on June 26, 2025, MRC Global Inc., a Delaware corporation (NYSE: MRC) (“MRC Global”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DNOW Inc., a Delaware corporation (“DNOW”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”), pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, (1) Merger Sub will be merged with and into MRC Global (the “First Merger”), with MRC Global continuing as the surviving corporation in the First Merger, and (2) immediately following the First Merger, MRC Global will be merged with and into LLC Sub (the “Second Merger” and, together with the First Merger, the “Merger”), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW. | d74830d8k.htm |
| 2025-08-06 | 8-K | 2025-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025. | mrc20250509c_8k.htm |
| 2025-07-15 | 8-K | 2025-07-14 | 7.01 Regulation FD Disclosure | 7.01 On July 14, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing that it will release its second quarter 2025 financial results on Wednesday, August 6, 2025, before the market opens. | mrc20250610_8k.htm |
| 2025-06-26 | 8-K | 2025-06-26 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 On June 26, 2025, MRC Global entered into an omnibus amendment (“Omnibus Amendment”) with each of Daniel J. Churay, Grant Bates and John P. McCarthy (the “NEOs”) to the Restricted Stock Unit Award Agreement, dated as of February 6, 2023, the Restricted Stock Unit Award Agreement, dated as of February 7, 2024, the Restricted Stock Unit Award Agreement, dated as of March 12, 2025, the Performance Share Unit Award Agreement, dated as of February 6, 2023, the Performance Share Unit Award Agreement, dated as of February 7, 2024 and the Performance Share Unit Award Agreement, dated as of March 12, 2025, pursuant to which the foregoing award agreements were amended to provide for an extension of the post-termination restricted period with respect to the NEOs’ non-competition covenants from eighteen (18) to twenty-four (24) months, in the case of Mr. Churay, and from twelve (12) to eighteen (18) months, in the case of Messrs. 7.01 On June 26, 2025, MRC Global and DNOW issued a joint press release announcing the entry into the Merger Agreement. | d75113d8k.htm |
| 2025-06-02 | 8-K | 2025-05-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of Stockholders of MRC Global Inc. (the “Company”) was held on Thursday, May 29, 2025, as a virtual, on-line meeting. | d68816d8k.htm |
| 2025-05-20 | 8-K | 2025-05-20 | 7.01 Regulation FD Disclosure | 7.01 MRC Global Inc. (“MRC Global” or the “Company”) executive management will make presentations from time to time to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in MRC Global and its business regarding, among other things, MRC Global’s operations and performance. | d907677d8k.htm |
| 2025-05-07 | 8-K | 2025-05-07 | 7.01 Regulation FD Disclosure | 7.01 On May 7, 2025, MRC Global issued a presentation summarizing the highlights of the financial results for the three months ended March 31, 2025 (the “Earnings Presentation”). | mrc20250505_8k.htm |
| 2025-05-06 | 8-K | 2025-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025. | mrc20250128d_8k.htm |
| 2025-04-22 | 8-K | 2025-04-22 | 7.01 Regulation FD Disclosure | 7.01 On April 22, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing that it will release its first quarter 2025 financial results on Tuesday, May 6, 2025, after the market closes. | mrc20250421_8k.htm |
| 2025-04-17 | 8-K | 2025-04-16 | 7.01 Regulation FD Disclosure | 7.01 On April 16, 2025, the Company issued a press release announcing its preliminary financial results for certain financial information for the three months ended March 31, 2025. | mrc20250415_8k.htm |
| 2025-03-17 | 8-K | 2025-03-14 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 To the extent applicable, the information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On March 14, 2024, MRC Global Inc. (“MRC Global” or the “Company”) held a conference call at 10:00 a.m. 8.01 On March 14, 2025, MRC Global Inc. (the “Company”) sold its Canadian operations to Emco Corporation through its subsidiary, MRC Global (Canada) ULC. | d729501d8k.htm |
| 2025-03-14 | 8-K | 2025-03-14 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 14, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing its financial results for the year ended December 31, 2024. 7.01 On March 14, 2025, MRC Global Inc. announced its financial results for the three and twelve months ended December 31, 2024. | mrc20241021_8k.htm |
| 2025-03-13 | 8-K | 2025-03-12 | 7.01 Regulation FD Disclosure | 7.01 On March 12, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing that it will release its fourth quarter and full year 2024 financial results on Friday, March 14, 2025, before the market opens. | mrc20250312_8k.htm |
| 2025-03-03 | 8-K | 2025-03-03 | 7.01 Regulation FD Disclosure | 7.01 On March 3, 2025, MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing that it plans to file a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”), notifying the SEC of an anticipated delay in filing its Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”) to allow additional time to complete year-end procedures specifically related to inventory counts. | d913191d8k.htm |
| 2025-02-06 | 8-K | 2025-02-05 | 7.01 Regulation FD Disclosure | 7.01 On February 5, 2025, MRC Global Inc. (“MRC Global” or the “Company”) announced that it will postpone the previously scheduled earnings release and call for the fourth quarter 2024 results to a later date. | d908965d8k.htm |
| 2025-01-03 | 8-K | 2025-01-03 | 7.01 Regulation FD Disclosure | 7.01 MRC Global Inc. (“MRC Global” or the “Company”) issued a press release announcing its current intentions regarding a capital allocation strategy for the Company. | d916167d8k.htm |