DNOW Inc. is accelerating preparations for its merger with MRC Global, signaling a new phase of growth as the two industrial supply distributors move closer to creating one of the largest energy and infrastructure-focused distribution platforms in North America.
CEO David Cherechinsky said the companies filed final proxy statements this week and submitted the required antitrust notification on August 1, setting the stage for shareholder approval and regulatory clearance.
“We’ve spoken with many employees, suppliers, customers and shareholders who have expressed excitement for what this opportunity means,” Cherechinsky told analysts on the company’s second-quarter earnings call. “This is a transformative milestone in the strategic advancement of DNOW.”
The merger, announced earlier this year, is expected to unlock growth across a broad mix of markets including LNG, carbon capture, electrification, gas utilities, and artificial intelligence infrastructure. DNOW said integration planning is already underway, with joint teams from both companies working on talent retention, product cross-selling, and operational planning.
The combined company expects to realize $70 million in annual cost savings within three years after the deal closes, from reduced public company costs, IT system consolidation, and supply chain efficiency.
“Our supplier relationships have always been incredibly important to our success,” Cherechinsky said. “Through this transaction, we expect to build upon those valued partnerships, serve our customers more holistically and grow the combined business.”
The final S-4 proxy statement — detailing the merger terms and voting process — was filed this week. Both DNOW and MRC Global will soon set dates for shareholder votes. Cherechinsky said both sides are focused on ensuring a smooth transition once the merger is complete.
“This opportunity to bring our two organizations together is thanks to the tremendous efforts of my DNOW colleagues and the MRC Global team,” he said. “We cannot wait to see all we will accomplish together.”
Until the transaction closes, DNOW has paused its share repurchase program and is directing near-term resources toward integration and targeted acquisitions in its Process Solutions segment.
While the merger took center stage, DNOW reported steady second-quarter and year-to-date financial results, reinforcing its ability to execute in a slower market environment.
Second-quarter revenue came in at $628 million, flat compared to $633 million a year ago. Net income attributable to DNOW Inc. was $25 million, a 4% increase over Q2 2024.
For the first six months of 2025, revenue totaled $1.23 billion, up 3% from the same period last year. Year-to-date net income rose to $47 million, up 4% from $45 million in the first half of 2024.
Midstream-related activity drove much of the sequential revenue growth, with the sector now accounting for 27% of total DNOW revenue — more than double its share at the end of 2023. Cherechinsky said the company continues to shift toward higher-growth industrial and energy-transition sectors, including geothermal, water infrastructure, mining, and data centers.
“We remain focused on advancing our strategy and planning for the close of our transaction to combine with MRC Global,” he said. “This is a turning point for DNOW and an opportunity to scale and diversify our business in ways that weren’t possible before.”
DNOW ended the quarter with $232 million in cash and no debt, while continuing to generate positive cash flow.
DNOW expects third-quarter revenue to be flat compared to Q2 due to the timing of midstream projects and ongoing upstream sector conservatism. Full-year revenue is projected to be flat to up in the high single digits from 2024 levels, with EBITDA expected to approach 8% of revenue.
Despite some softness in Canada and international markets, DNOW continues to pursue bolt-on acquisitions and grow its exposure to energy evolution markets. The company completed its acquisition of Singapore-based Natron International in Q2, expanding its reach in Asia-Pacific electrical products.
“We are building a more resilient, diversified company,” Cherechinsky said. “The merger with MRC Global is a major step forward — and we’re ready.”
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