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Date

Wednesday, Nov. 5, 2025, at 9 a.m. ET

Call participants

  • President and Chief Executive Officer — David Cherechinsky
  • Senior Vice President and Chief Financial Officer — Mark Johnson
  • Senior Vice President, Digital and Process Solutions — Brad Wise

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Takeaways

  • Revenue -- $634 million in Q3 2025, up 1% sequentially from the prior quarter, and the highest level in nearly six years.
  • EBITDA -- $51 million EBITDA (non-GAAP) in Q3 2025, representing 8% of revenue.
  • Gross margin -- 22.9% in Q3 2025, flat sequentially.
  • Free cash flow -- $39 million in free cash flow in the third quarter; year-to-date free cash flow totaled $58 million, and management expects full-year 2025 free cash flow (non-GAAP) could approach $150 million.
  • Canada revenue -- $53 million in Canada revenue in Q3 2025, up $5 million or 10% sequentially, despite a 15% year-over-year rig count decline in Canada.
  • International revenue -- $54 million in Q3 2025, increasing $2 million or 4% sequentially, driven by Middle East and Singapore growth.
  • Midstream revenue share -- Midstream sector accounted for 24% of overall revenue in Q3 2025, supported by new capital projects, including a 400-mile pipeline.
  • Cash position -- $266 million cash position at the end of Q3 2025 and zero debt, with total liquidity of $629 million after factoring in credit facility availability at the end of Q3 2025.
  • Working capital ratio -- Working capital (excluding cash) equaled 15.6% of annualized Q3 2025 revenue.
  • Inventory turn rate -- 5.2 times in Q3 2025, at a record high since the fourth quarter of 2021.
  • Year-to-date share repurchases -- $27 million repurchased year-to-date as of Q3 2025, cumulatively over 8.7 million shares since the program's launch.
  • Acquisitions -- $122 million in acquisitions completed over the last twelve months, supporting new market opportunities in process solutions and midstream.
  • MRC Global merger -- The merger with MRC Global (MRC 0.43%) is pending completion after regulatory and shareholder approvals, with management targeting $70 million in annual cost synergies within three years following the closing.
  • Outlook -- Management forecasts mid-single-digit percentage year-over-year growth in Q4 2025 revenue, and expects full-year 2025 EBIT to approach 8% of revenue.

Summary

Management confirmed DNOW (DNOW 7.07%) delivered its strongest quarterly revenue since 2019 in Q3 2025, converting revenue into higher EBITDA levels through operational discipline, cost management, and efficiency gains. An improved liquidity position was achieved with increased cash, zero debt, and strengthened working capital metrics, while management highlighted robust free cash flow generation and expectations for record full-year earnings in full-year 2025. Plans for diversification and growth were emphasized through both organic investment and $122 million in acquisitions completed over the last twelve months, as well as a pending merger with MRC Global projected to deliver substantial synergies and further financial durability.

  • Cherechinsky said, "we have received shareholder and regulatory approvals" for the MRC Global merger, describing the deal as likely to "enhance [DNOW's] earnings durability, cash flow, financial position, and ability to capitalize on growth across a broad range of attractive sectors."
  • Integration efforts focus on "retain[ing] the top talent," according to David Cherechinsky, and pursuing both sales and cost synergies, while management noted risks of short-term revenue leakage during the integration process.
  • The company reported advancement in digital initiatives, including customer-facing supply chain technologies, and sees opportunity to extend these with MRC Global's ERP system after merger close.
  • Unique growth drivers included new product deliveries in landfill gas treatment and the successful deployment of water management and pump assets into adjacent markets, such as CO2 sequestration.
  • Cherechinsky confirmed expectations for "typical fourth quarter seasonality," resulting in a sequential revenue decline but mid-single-digit year-over-year growth in Q4 2025.

Industry glossary

  • CCUS: Carbon Capture, Utilization, and Storage; technology and process for capturing carbon dioxide emissions from sources and reusing or storing it to prevent atmospheric release.
  • ERP: Enterprise Resource Planning, an integrated software platform used to manage company operations, supply chain, and financials.
  • RNG: Renewable Natural Gas, methane produced from organic materials such as landfill or agricultural waste, processed for use as a pipeline-compatible source of energy.
  • SWD: Salt Water Disposal; facilities where produced water from oil and gas operations is injected underground for disposal.
  • DSO: Days Sales Outstanding; a measure of the average number of days that receivables remain outstanding before being collected.
  • FPSO: Floating Production, Storage, and Offloading vessel, used for processing and storing oil and gas produced offshore.
  • PVF: Pipe, Valves, and Fittings; essential components distributed to energy and industrial sectors.

Full Conference Call Transcript

Brad Wise: Well, good morning, thank you, Van. And welcome to Dnow Inc.'s third quarter 2025 earnings conference call. We appreciate you joining us, and thank you for your interest in Dnow Inc. With me today is David Cherechinsky, President and Chief Executive Officer, and Mark Johnson, Senior Vice President and Chief Financial Officer. We operate under the Dnow Inc. brand, which is also our New York Stock Exchange ticker symbol. Please note that some of the statements we make during this call, including the responses to your questions, may contain forecasts, projections, and estimates, including but not limited to comments about our outlook for the company's business. These are forward-looking statements within the meaning of the U.S.

Federal securities laws based on limited information as of today, November 5, 2025, which is subject to change. They are subject to risks and uncertainties, and actual results may differ materially. No one should assume these forward-looking statements remain valid later in the year. We do not undertake any obligation to update or revise any forward-looking statements for any reason. In addition, this conference call contains time-sensitive information that reflects management's best judgment at the time of the live call. I refer you to the latest forms 10-K and 10-Q that Dnow Inc. has on file with the U.S. Securities and Exchange Commission for a more detailed discussion of the major risk factors affecting our business.

Further information, as well as supplemental financial and operating information, may be found within our earnings release on our website at ir.dnow.com or in our filings with the SEC. In an effort to provide investors with additional information regarding our results as determined by U.S. GAAP, you'll note that we disclose various non-GAAP financial measures in our earnings press releases and other public disclosures. These are non-GAAP financial measures and include earnings before interest, taxes, depreciation, amortization, or EBITDA, excluding other costs. EBITDA, excluding other costs as a percentage of revenue, net income attributable to Dnow Inc., excluding other costs, diluted earnings per share attributable to Dnow Inc. stockholders, excluding other costs, and free cash flow.

Please refer to a reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure in the supplemental information available at the end of our earnings release. As of this morning, the Investor Relations section of our website contains a presentation covering our results and key takeaways for the third quarter 2025. A replay of today's call will be available on the site for the next thirty days. Please note that the results presented today are for Dnow Inc. only and do not include any results from MRC Global, which remains a separate independent company until our merger transaction with them is completed. Now let me turn the call over to Dave.

David Cherechinsky: Thank you, Brad, and good morning, everyone. I am impressed with the performance our Dnow Inc. team has delivered and confident 2025 will mark the fifth consecutive year of revenue growth despite three years of market softness. The third quarter delivered our strongest revenue since 4Q 2019, we converted that revenue far more efficiently, producing greater than seven times the EBITDA dollars achieved on a comparable revenue in that prior period. Our performance continues to be driven by a steadfast focus on customers, disciplined cost management, and greater operational leverage while focusing our resources and our strengths where the customer sees value. The announced merger with MRC Global is yet to close, but we have received shareholder and regulatory approvals.

I'm excited about collaborating to build a stronger, more durable, and more impressive future together. Regarding our third quarter results, revenue for the third quarter grew in line with our guided forecast to $634 million and to a level we haven't seen since before 2020. In the third quarter, we delivered EBITDA of $51 million or 8% of revenue, reflecting continued earnings durability and a marked improvement year over year. Activity resulting in demand for our products and services remained healthy. Operators continued to prudently deploy capital with a keen focus on production volume economics and deployment of resources.

As crude oil production, natural gas, and produced water volume modestly grew, this requires infrastructure, and together drove customer demand for our pipe valves, fittings, pumps, and fabricated process automation, production, and measurement equipment. In today's market, improved capital efficiency and customer consolidation has led to a period of operators optimizing their production portfolio and cautiously evaluating market growth opportunities. It's encouraging to see continued capital investment in the gathering and transmission midstream sectors primarily driven by increased demand for power and LNG exports. A continued strength is this team's disciplined approach to working capital management. During the quarter, we improved our inventory term rates and day sales outstanding, demonstrating efficient use of our balance sheet.

When combined with earnings, we delivered $39 million in free cash flow for the third quarter, elevating our year-to-date free cash flow to $58 million, which we expect could approach $150 million for the full year 2025. Our overall achievements are representative of the strong focus by our teams to deliver a solutions-oriented approach to our customers' challenges. Now to some comments on our results by region. In the US, revenue was $527 million, lower by $1 million sequentially despite a 5% sequential contraction in US rig count and a 6% decline in US completions in the third quarter.

Our US energy centers business increased in the Permian and in the Northeast, combined with steady activity in the Northwest and Southeast. Operator improvements in drilling efficiency combined with the incorporation of digital tools and AI are extending the economic life of existing acreage. As a result, we remain in a period of industry optimization, and experts believe rig counts are at or below levels needed to maintain current US onshore production. In the Haynesville, demand for our products improved primarily tied to the new construction of tank batteries, gathering lines, storage, and distribution of natural gas, linked to increased demand for power generation and LNG exports.

Dnow Inc. is positioned well to capture revenue and market share from these opportunities. Operators remain focused on leveraging drilling and completions efficiencies, driving the need for larger, more centralized tank batteries with specialized equipment. This shift tends to favor Dnow Inc. due to our fabrication capacity, inventory, and service capabilities. The midstream sector is active with customers allocating capital to gathering, transmission, and takeaway projects to meet the growing downstream demand. During the quarter, the midstream sector accounted for 24% of overall Dnow Inc. revenue. Midstream activity was strong and held steady, with demand for pipe valves, fittings supporting several capital projects.

One project consisted of a new 400-mile 42-inch pipeline and corresponding lateral to connect the processing plant project, which provides more flexibility for the operator to deliver natural gas to premier markets and trading hubs and its ability to support power plant and data center growth. Moving to US Process Solutions, demand for aftermarket pump services remained strong and has grown on a year-over-year basis. We remain focused on expanding our pump and service revenue to additional downstream markets, winning orders with numerous chemical processing companies along the Gulf Coast. For our water management business, in FlexFlow and Trojan, rental activity remained steady with strong performance in the US and Canada.

We see increased demand for higher horsepower rental pumping units where operators are requesting larger assets to move greater volumes of produced water. Our FlexFlow engineering teams are working on retrofitting several existing h pump units to take advantage of the shift in customer preference. We have secured orders for several h pump rental units targeting the growing CO2 sequestration space. As more operators look to expand enhanced oil recovery applications, as well as fund future CCUS projects, we believe there will be prospects to rent and sell these pumps. Since acquiring EcoVapor in December 2022, we have expanded our product offering to drive increased market opportunities for our gas treating technology.

I'm delighted to highlight the great work our product development team has done over the past year to unlock several opportunities. First, during the quarter, we shipped a Zero two e 2,000 unit to a landfill gas operator. The e 2,000 is a much higher capacity unit designed to treat larger volumes of landfill gas by removing oxygen, allowing the treated gas to be moved to the midstream market for sale. Second, several of our customers have requested a combined gas treating and liquids removal process unit to handle larger volumes of saturated gas. In response, we developed the dry oxo and delivered our first unit to an RNG customer in the quarter.

The dry oxo product is suitable for many RNG applications from small dairies and swine farms to large landfills, unlocking revenue growth for EcoBaker. And finally, we designed and shipped several new oxygen sentinel units which enable operators to treat gas with higher h two s concentrations found in natural gas applications. In Canada, revenue was $53 million for the quarter, up $5 million or 10% sequentially in line with our guide. Activity increased from the second quarter breakup period. Third quarter Canada rig count compared to the same period in 2024 was 15% lower year over year. As such, we are optimizing our footprint to improve our cost structure.

Despite lower activity on a year-over-year basis, we see opportunities for several top operators and EBCs to drive future growth. For international, revenue was $54 million sequentially, up by $2 million or 4%. During the quarter, we saw growth in the Middle East and Singapore. Singapore activity in the fabrication yards remained strong, driven by high demand for FPSO conversions for Brazil, West Africa, and Guyana alongside LNG module fabrication aligned with the global emphasis on energy security.

Moving to digital, I'd like to share an example of how we are using digital technology to provide real-time information for our customers to provide better planning, improving on-time deliveries, and yield higher fill rates from inventory to help improve inventory turn rates and customer satisfaction. For one of our larger customers, our Digital Now analytics team built a solution that provides real-time data and visibility to their demand for pipe in comparison to Dnow Inc.'s on-hand and on-order inventory. This digital tool has enabled better planning communication to fulfill customer pipe demand, resulting in a more efficient supply chain. Turning to capital allocation, our long-term priorities remain unchanged.

We will invest in organic growth, in additional market sectors to help drive diversification of revenue coupled with inorganic opportunities that drive accretive results, where we are the national natural operator. A key area of interest for us is acquisitions, primarily in process solutions, to further build out our service and product offering to better serve the needs of our customers. With that, let me hand it over to Mark.

Mark Johnson: Thank you, Dave, and good morning, everyone. Total revenue for 2025 was $634 million, up 1% or up $6 million from 2025. Marks the highest revenue quarter in almost six years. EBITDA excluding other costs or EBITDA for the third quarter was $51 million or 8% of revenue. Marking the fourteenth consecutive quarter where Dnow Inc.'s delivered approximately 7% EBITDA or better. Another notable improvement in performance can be seen when we compare the period starting when we became a standalone public company in 2014 through 2019. That five-plus year period delivered accumulated EBITDA performance of less than 1% of revenue.

And now comparing this to the period after our transformation years of 2020 and 2021, we've averaged 7.8% EBITDA as a percent of revenue, which clearly speaks to solid execution of our strategy to improve profitability and grow earnings. US revenue for 2025 totaled $527 million, effectively flat sequentially and an increase of $45 million or 9% from last year. US energy centers contributed approximately 73% of total US revenue in the third quarter. And US Process Solutions contributed approximately 27%. In Canada, for the third quarter, revenue totaled $53 million, an increase of $5 million or 10% sequentially. The international revenue of $54 million for the third quarter was up $2 million or 4% sequentially.

Overall, Dnow Inc. gross margins for the third quarter were 22.9%, flat sequentially and up 60 basis points compared to 2024. Now warehousing, selling, and administrative or WSA for the quarter was $112 million, unchanged from the second quarter. We anticipate various other merger transaction costs in the future quarters. In the third quarter, we reported $11 million depreciation and amortization expense, and total company operating profit was $33 million, led by our US segment that generated $28 million, with the balance derived from our Canada and International segments, generating $2 million and $3 million respectively.

Now moving to income tax, in 2025, Dnow Inc.'s income tax expense was $7 million, and our effective tax rate, as computed on the face of the income statement, was 21.9%. We estimate our 2025 full-year effective tax rate to be approximately 26% to 27%. Net income attributable to Dnow Inc. for the third quarter was $25 million or $0.23 per fully diluted share. And on a non-GAAP basis, Q3 2025 net income attributable to Dnow Inc. excluding other costs, was $28 million or $0.26 per fully diluted share. Moving to the balance sheet, at the end of the third quarter, we had zero debt and an improved cash position of $266 million, an increase of $34 million sequentially.

We ended the quarter with total liquidity of $629 million, comprising our net cash position of $266 million plus $363 million in additional credit facility availability. Accounts receivable was $429 million at the end of the third quarter, with days sales outstanding or DSO of sixty-two days, a two-day improvement from the second quarter. Inventory was $377 million at the end of the third quarter, down $6 million from 2025, with a strong annualized turn rate of 5.2 times and a record high since 4Q 2021. Accounts payable was $305 million at the end of the third quarter, a decrease of $13 million from the second quarter.

And for 2025, working capital excluding cash as a percentage of annualized third quarter revenue, was 15.6%. In 2025, we generated $43 million of cash from operating activities and invested $4 million of capital expenditures to support growth initiatives primarily in process solutions in midstream areas. Year-to-date share repurchases were unchanged from the second quarter at $27 million, and since our inaugural buyback program began, we have repurchased over 8.7 million shares of common stock, returning capital to shareholders.

Over the last twelve months, we've completed acquisitions totaling $122 million, generated $177 million in free cash flow, which represents an EBITDA to free cash flow conversion of over 90%, while returning $32 million to our shareholders through share repurchases and increasing our cash balance by $5 million. Our commitment to growing the company through a combination of organic initiatives and M&A remains a key priority. And with that, let me turn the call back to Dave.

David Cherechinsky: Thank you, Mark. Before I get to the outlook for the fourth quarter, I'd like to make some additional comments on the announced merger with MRC Global. We see the combined company bringing together unparalleled access to industry-leading energy, gas utility, and industrial products, service, and solutions for both companies to serve a broader and more diversified mix of customers. This combination enhances Dnow Inc.'s earnings durability, cash flow, financial position, and ability to capitalize on growth across a broad range of attractive sectors. We expect the transaction to generate $70 million of annual cost synergies within three years following the closing through public company costs, corporate and IT systems, and operational and supply chain efficiencies.

Combined with synergy realization, we project a solid free cash flow business and will pursue deleveraging, having previously noted a target of a net cash position by the end of the first full year post-close, timing subject to change based on future M&A. Recently, we publicly announced our future leadership team, comprised of respected leaders from both companies, who collectively possess deep industry knowledge, bring with them serious tenure, meaning they've endured and learned from the rigors in our industry and know how to avoid pitfalls and seize opportunities in our business.

Their experience, expertise, and proven track records in talent management, their deep respect for fellow team members, and a strong focus on the customer will enable us to grow in the energy, gas utility, and industrial sectors. Our integration teams have been hard at work to determine how to best bring our two companies together, including how to harness the combined company talent to position us for success as we move forward. Capitalizing on the deep supplier customer affection, we will retain the MRC Global brand in multiple sectors to include gas utility, downstream, and will be a strong additional brand in our international segment.

While there remains work ahead, I am confident that as we progress, our customers and suppliers will recognize Dnow Inc. for providing an expanded range of products, comprehensive solutions, and greater value to support the efficiency of their operations. Now I'd like to switch to our outlook for the fourth quarter. In the US and Canada, we expect typical fourth quarter seasonality. Therefore, we expect a seasonal decrease in revenue sequentially. Internationally, we expect activity to be relatively flat sequentially. And we expect Dnow Inc.'s fourth quarter revenue compared to 2024 to be up in the mid-single-digit percentage range but down sequentially seasonally.

We expect full-year 2025 EBIT could approach 8% of revenues, and our 2025 full-year free cash flow could approach $150 million. In closing, I'd like to thank our Dnow Inc. team for their stellar performance. In a year that has had its share of macro challenges, including a continuation of customer consolidations, geopolitical uncertainty tied to tariffs, and OPEC plus policy shifts impacting our industry, we are excited about how well we have navigated and grown our business. We ended the quarter adding to an already stellar balance sheet, $266 million in cash and zero debt.

We will continue to focus on what sets Dnow Inc. apart: our team members, our culture, and proven track record of improving business unit performance. Prioritizing customer service, innovation, and supply chain management, combined with a solutions-oriented approach that delivers value for our customers and suppliers. Maintaining a balance sheet which provides a solid foundation for continued growth. We believe 2025 will represent our fifth consecutive year of growth, and are forecasting our best full-year earnings ever as a public company in terms of total EBITDA results. I would like to thank all the women and men of Dnow Inc. for their continued hard work and dedication to our pursuit of excellence.

Van: With that, let's open the call for questions. At this time, I would like to remind everyone in order to ask a question, your first question comes from the line of Nathan Jones from Stifel. Your line is now open.

Adam Farley: Good morning. This is Adam Farley on for Nathan.

David Cherechinsky: Good morning, Adam. Morning, Adam.

Van: Starting on MRC, with another quarter to explore the merger, have you gained any new insight into the opportunities to drive additional cost synergies or maybe give you more confidence in achieving your cost synergy target?

David Cherechinsky: Well, our focus as really, since we announced the proposed merger in June, our immediate priorities are around connecting our sales teams to grow the business once we come together. Our integration teams have been focused on itemizing those things that can enable us to achieve the $70 million in synergy savings. We've asked them to identify how much is available, what the timing would be, and they're pursuing that $70 million target. That number we know we don't have a change for that number. We're focused on delivering that.

But the immediate priorities, and I really want our employees to hear this, is we want to retain the top talent in our company on both sides to be a better distributor to the suppliers we support and a better supplier to our customers. Our focus is on growing the business while we achieve those savings. And by retaining the top talent and having a singular focus on our customer, we can maximize our performance at the top line and the bottom line in that regard, whether we get there through $70 million in savings or more.

Adam Farley: Okay. Fair enough. Maybe following up on that last point. What do you think are going to be the most difficult parts of the integration? How do you manage the risk? And do you think you have all the systems and processes in place to limit disruption during the integration and really focus on growth here?

David Cherechinsky: I think there's the opportunity is to sell the story to our fellow team members about the future for the company. By doing so, we can keep them engaged in the future. Focused on the future, we will be a company better able to address the wide array of challenges our customers face. We'll be better able to do that. And we need the top talent in the industry to stay with us on a go-forward basis. The biggest challenge is to motivate, promote the future, get folks engaged, and we'll do that the moment we close.

We'll be on the ground in key locations promoting the story and the future and the promise of these two great companies coming together. The challenge is to then leverage that enthusiasm, grow our relationships with customers, avoid the spotty revenue leakage, which we will experience, and then we'll get it back as we prove to the customers we're better as a combined company, and then we'll provide a platform for growth. Our sales teams can work together on revenue synergies and the possibilities of selling from locations that they didn't have access to before for product lines we didn't support within Dnow Inc. or MRC didn't support. And sell those to their current customers.

So I think the opportunity is for growth. And the vehicle to avoid the risk is to keep our top talent engaged and focused on the future.

Adam Farley: Okay. Thank you for taking my questions. I'll hop back in queue.

David Cherechinsky: Thanks, Adam.

Van: Again, if you would like to ask a question, press star, then the number one. Our next question comes from the line of Jeff Robertson from Water Tower Research. Your line is now open.

Jeff Robertson: Good morning. Good morning, Jeff. Dave, it sounds like from your comments with respect to US revenue that you continue to gain share with your E&P operator customers. Is there still a lot of room for that as you look into 2026?

David Cherechinsky: Well, I think as the two companies come together, we can grow that in a combined sense better than we can separately. You know, we talked a little bit about this. Adam asked about it a bit ago about savings as we come together. We will have resources. We'll have some overlap resources, which we can deploy more efficiently to grow business with our existing customers and prospective customers. So I think that's going to be one of our top opportunities is to take advantage of where we see some crossover, primarily in upstream, to become a more powerful, more beneficial supporter for our customers, prove that to them, and win that business, take that market share.

In the combined sense. So that's a big focus for us, Jeff.

Jeff Robertson: And you called out FlexFlow and EcoVapor and then highlighted the midstream growth opportunity. Can you provide any visibility as you think about that into 2026? And what impact those types of opportunities have on Dnow Inc.'s margins?

David Cherechinsky: And, Brad, you want to speak to FlexFlow and Trojan and Yeah, Jeff. Good morning. And thank you for the question. You know, with regard to FlexFlow and Trojan, you know, they make up our water management solutions group, which is primarily focused on the upstream produced water infrastructure. And as you know, year over year, grew in the US. And so especially in areas of the Permian, you know, there's increasingly a number of barrels of produced water per barrel of oil, requiring assets to be able to transfer that water and then pump those at off-site locations, usually miles away to a permitted SWD location.

So, you know, that presents opportunities for Dnow Inc. to provide water management solutions. We package that also with an automation package that came with the Trojan acquisition. So, you know, our solutions offering is kind of growing as those produced water barrels are growing. Now, you know, in prior calls, I think we've called out opportunities where we've been able to leverage those solutions from the upstream into different market sectors. Dave talked a little bit about CO2 and CCUS projects. And as those ramp up, we've successfully deployed some of our FlexFlow h pump rental units into CO2 applications.

We've also got additional FlexFlow units at some refining locations, kind of in the downstream, you know, fire water service locations. We've deployed some Trojan assets into agricultural processing. So there certainly are opportunities, you know, to leverage our knowledge and our asset base from that upstream into additional sectors. As far as 2026, still early to kind of forecast that, but our plans are to continue to evaluate the business to grow, to invest organically in those assets to grow our fleet and footprint. And certainly, there's more opportunities not only in the US but Canada and international.

Jeff Robertson: Brad, Dave highlighted the digital now and some of the things you're doing with your to integrate your customers with supply chain solutions. Does the MRC Global customer base offer margin accretive opportunities to extend that platform and bring them or to bring some of their customers onto that platform?

Brad Wise: Yeah. I think so. I'll start, and maybe Dave or Mark might have a comment. But, you know, as far as understanding, you know, MRC Global's technology, I think it's early for us, but we're during this period before the completion of the merger, we're kind of having a better understanding. But, you know, if you review their release this morning, they talked about, you know, the ERP deployment, and, you know, the ERP certainly offers long-term benefits to the company going forward. It's a state-of-the-art system that I think really lends itself to improved inventory management visibility, order processing efficiency, supply chain optimization, improved financial control, customer service enhancement, and then certainly more data-driven solutions.

So, you know, I think collectively, we're really excited about that investment in the future of what that ERP system could do to the combined company. You know, within Dnow Inc., we operate on SAP. We've got our technology stack as well. We've invested and deployed solutions through our digital now initiative. And so we're excited about the future as we bring these companies together and really kind of put together a digital strategy going forward that allows us to better serve our customers and differentiate Dnow Inc. in the marketplace versus our competitors.

Jeff Robertson: Thanks, Brad. And, Mark, if I can ask one question. I think you said for the full year 2026, the effective tax rate would be 26 to 27%. Compared to the twenty-one point nine in the third quarter. Does that imply that there's an increase in the effective rate in the fourth quarter?

Mark Johnson: Yeah. That range is for 2025, and you're right. Yeah. We expect some discrete items in the fourth quarter having a little higher tax burden. So that tax rate is probably, you know, is in line with kind of where we estimated it over the last several quarters for the full year.

Jeff Robertson: Okay. Thank you.

David Cherechinsky: Dan, this is Dave.

Van: Hi, Dave. Yes. Please go ahead, sir. If you don't have a question or queued up, I want to hit a couple additional topics before we break.

Van: Oh, okay. I think Nathan Jones has a follow-up question if you want me to entertain that.

Nathan Jones: Yeah. Hey. Thanks for the follow-up here. Maybe we're talking about gross margins. I came in strong again, up 60 basis points year over year. Maybe some color on how price-cost is tracking in the business. Maybe your expectations for product line inflation for the balance of '20 and into 2026?

David Cherechinsky: I'll take a crack at that, Adam. Our focus has always been on maximizing gross margins. We provide a lot of services to our customers. We try to gain reciprocation, provide the kind of value that drives greater margins. And we focus on higher margin product lines, higher margin services, etcetera. The companies we buy tend to have gross margins, sometimes much better gross margins than our core business, so that's a focus for us. That's enabled us to see significant legacy improvement in gross margins over the years. And to sustain markets, margins in a low inflation environment. I think we are in an inflationary environment. Lead times, for a while, were extending and helped gross margins.

Tariffs have helped pricing or have helped increase resale prices. But we try to navigate that real well to drive improved gross margins over time. Although, we're in a pretty competitive environment right now. I'd call it hypercompetitive. A lot of bidding. We've got strong competition out there. Who focus on price sometimes as the weapon to feed a more service-oriented company. And we're still doing very well in that space. So that's going to be our continued focus into 2026. It's going to really depend on end market growth. We expect LNG and midstream and other components of our business to grow, we'll focus on growing gross margins there.

And then we'll have to be a little bit more tactical about how we maximize gross margins in the more flatter sectors, which we'll talk about on our next call.

Nathan Jones: Okay. That's helpful. Then Brad hit on this a little bit earlier, but can you provide an update on your growth opportunities in adjacent industrial markets? And maybe remind us what your exposure is to data centers and maybe the opportunity set there to go after the opportunities that require cable pumps and PDF for cooling and data centers.

Brad Wise: Yeah. Adam, I'll start and maybe Dave or Mark will have a follow-up comment. But, you know, as we talked about on the last couple of earnings calls, we've really made an intentional effort to grow our midstream business. You know, this quarter and the third quarter amounted to 24% overall Dnow Inc. revenue. Largely aided by our acquisition of WITCO. And we're seeing continued investment in midstream. You know, a lot of it's on the natural gas side. Right?

Of course, tied to increased export flows of LNG, then, you know, power gen, you know, the ability to generate power, whether on the grid or off the grid and temporary power seems to be a pretty hot commodity in the investor side right now. Obviously leading to the growth in data centers and the demand for power that's needed there. You know, for Dnow Inc., you know, on the data center side, you know, if you think about the feed gas going into permanent power locations, natural gas-fired turbines to generate power. You know, that's a sweet spot for us to providing, you know, pipe valves and fittings and fabricated equipment. Dave highlighted a success story we had there.

In the midstream sector with a customer that is kind of in the Southwest in the Texas area. You know, growing their opportunities to be able to provide, you know, more natural gas for power gen to feed data centers. And then internationally, we have opportunities with McLean Electrical on the cable side. Coming back to the US within the data center for walls, they tend to be more industrial PVF product lines. We've been successful in selling valves in some of the data centers. You know, that have been built through general contractors. Like, we're anxious to see, you know, how successful MRC Global's been in that area.

I think combined that could be a real sweet spot for the combined company. And then, you know, really on the cooling side, I mentioned the on the cooling side, but also with our US Process Solutions business being able to offer pumps to cool the servers within the data center lends certainly growth opportunities. But if we look at outside of upstream, we really got some bright spots in midstream for growth. I think we feel like that's a growth area for 2026 as well.

You know, RNG, we talked about the three products that our product development group within our EcoVapor business has developed to really seize opportunities in the RNG side, which is landfill gas, and swine farm dairy farm. And then also tied to the data center growth, we think, you know, dry gas areas in the future may see an increase in rig count, whether that's Haynesville, whether it's Marcellus. We're seeing data centers, you know, grow in investments in the Northeast.

You know, with traditional stranded takeaway assets in the Northeast, I think being able to, you know, find a home for that gas in the Northeast out of the Marcellus, the data centers, I think that's certainly a growth opportunity for us in the future. So we're excited about all those prospects. And let's not forget about energy evolution and CCUS. Those are projects coming down the future for us. And then, of course, we know MRC Global's very big in gas utilities. Excited about gas utilities' future and what growth that might be able to provide for us in the future as our companies come together.

Nathan Jones: Thank you for taking my questions.

David Cherechinsky: Thanks, Adam.

Van: There are no further questions, Mr. Dave Cherechinsky. You may now proceed with your remarks. Thank you.

David Cherechinsky: Okay. So there's a few things I wanted to cover. I expected them to come up on the call if they didn't, and I've been getting some offline questions about them, so I'm going to address them. Number one, we just got the green light from the regulatory bodies that our merger has been cleared from those bodies. We're working on finishing off customary closing conditions. Our teams are working to get closed as soon as possible. And it's possible to be closed in the coming days. So we're very excited about that. MRC Global just released their earnings this morning. I do want to make some comments on it. A little awkward on a Dnow Inc. earnings call.

We are two separate companies, but we're close enough to the finish line that I'll take some small liberties here. MRC Global implemented an ERP system across a large distribution network of at least 130 locations by my count. MRC Global's business, like Dnow Inc.'s, is a high transaction volume, low dollar value business, and with that, an ERP implementation is a complicated exercise. MRC characterized their issues with implementing the ERP as an isolated one-time event. We see it as a moment in time and recoverable. Dnow Inc. implemented SAP in a similar context. After making two large acquisitions, did a real nice job explaining what happened. From its continued to the month of October. So very encouraging words.

They anticipate growing in the mid to high single digits going into the fourth quarter. Where they normally decline like we do. That's a very nice encouraging sentiment in their earnings release. So I'm encouraged by where MRC Global is. They will get past this. And I want to have this, MRC Global is a 100-year-old successful enterprise. They're smart business people. And finally, they just implemented a world-class ERP. The opportunity is where I see this as an opportunity. You know, they're now on a truly modern enterprise-wide system, linking all their US businesses.

This will help them be more efficient, assess inventory, require, allow for more fluid movement of inventory across the large network, help with pricing and price optimization to win more business, and help with pricing to improve margins as well. So MRC Global has done the heavy lifting. And we're very excited about having, you know, kind of gone through this cauldron and coming out much better. Company going forward. So I wanted to make those comments. I'm excited about our imminent coming together with another great company, and I'm excited that they've gotten the pain behind them. Anyway, I'll close with that. Brad, do you want to close us up?

Brad Wise: Sure. And thank you, Dave. Appreciate the additional comments. And thank you, everybody, for joining us today and your interest in Dnow Inc. We look forward to discussing our fourth quarter and full-year 2025 results on our next earnings call in February 2026. Hope everybody has a wonderful Wednesday. And with that, we'll turn it back to the operator to conclude the call.

Van: Thank you for joining today's conference call. You may now disconnect.