DNOW Inc. Faces Shareholder Lawsuit Over MRC Global Merger Disclosures

The complaint filed by Hagens Berman centers on claims that DNOW’s proxy materials omitted critical information regarding the integration of MRC Global’s new Enterprise Resource Planning (ERP) system. On November 5, 2025, just one day before the merger closed, DNOW leadership characterized MRC’s past software glitches as isolated incidents, promising that the new system would optimize supply chain efficiency and order processing.

Reality diverged sharply from those assurances by February 2026. When DNOW released its year-end financial results, the company admitted that persistent ERP challenges were not isolated, but rather deep-rooted obstacles that crippled operations and forced a delay in 2026 financial guidance. The resulting disclosure triggered a sharp 19% drop in DNOW shares, prompting the current litigation. Reed Kathrein, a partner at Hagens Berman, stated the firm is investigating whether these integration failures were intentionally downplayed to ensure the deal reached completion. Investors who suffered losses are encouraged to submit their claims before the October deadline, while those with non-public information are being urged to consider their options as whistleblowers.