The legal action centers on the integration of MRC Global’s enterprise resource planning (ERP) system. According to the complaint, DNOW management repeatedly assured the market on the eve of the merger that the system was a state-of-the-art solution capable of optimizing inventory and supply chain operations. These assurances reportedly characterized previous software glitches as isolated incidents rather than structural flaws.
The reality of these technical failures surfaced on February 20, 2026, when DNOW revealed that persistent ERP challenges had caused a sharp decline in MRC revenue. The company admitted that flawed software architecture hindered customer service and necessitated unexpected capital expenditures, ultimately forcing a delay in financial guidance. The disclosure triggered a 19% drop in DNOW stock in a single trading session.
Hagens Berman, the firm leading the investigation, argues that the merger proxy materials failed to disclose the severity of the integration risks. Partner Reed Kathrein stated the firm is focused on determining whether these omissions were utilized to push the deal to completion. Investors who held common stock as of the August 5, 2025, record date and were entitled to vote at the September 9, 2025, special meeting may be eligible to participate in the litigation.




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