Core Viewpoint - The proposed sale of MRC Global Inc. to DNOW Inc. is under investigation to assess whether the transaction adequately values MRC Global and the process leading to this valuation is appropriate [1]. Group 1 - MRC Global shareholders will receive 0.9489 shares of DNOW for each share of MRC they own as part of the proposed transaction [1]. - Kahn Swick & Foti, LLC is investigating the adequacy of the consideration offered to MRC Global shareholders [1]. - The investigation aims to determine if the proposed sale undervalues MRC Global [1].

Core Insights - MRC Global Inc. reported second-quarter 2025 adjusted earnings of 25 cents per share, exceeding the Zacks Consensus Estimate of 23 cents, but down from 31 cents per share in the same quarter last year [1][7] - Total revenues reached $798 million, surpassing the consensus estimate of $772 million, although this represented a slight decrease of 0.1% year over year due to lower sales volumes in the Downstream, Industrial and Energy Transition (DIET) sector [1][7] Revenue Breakdown by Product Line - Revenues from carbon pipe, fittings, and flanges decreased by 11.9% year over year to $200 million [2] - Revenues from valves, automation, measurement, and instrumentation increased by 3.5% year over year to $294 million [2] - Gas product revenues rose by 8.3% year over year to $209 million [2] - Sales of general products increased by 1.7% to $61 million [2] - Sales of stainless steel and alloy pipe and fittings decreased by 2.9% to $34 million [2] Revenue Breakdown by Sector - Revenues from Gas Utilities increased by 4% year over year to $299 million [3] - DIET sales declined by 13% to $223 million [3] - Sales from the PTI sector increased by 8% year over year to $276 million [3] Revenue Breakdown by Segment - Sales from the U.S. segment, which represents 82% of total revenues, totaled $658 million, down 3% year over year due to reduced demand in the DIET and PTI sectors [4] - Sales from the International segment, accounting for 18% of revenues, grew by 15% year over year to $140 million, driven by higher revenues from the PTI sector [4] Margin Profile - MRC Global's cost of sales increased by 2.7% year over year to $647 million [5] - Adjusted gross profit decreased by 4.4% year over year to $172 million, resulting in an adjusted gross margin of 21.6%, down from 22.5% in the previous year [5][7] - Selling, general, and administrative expenses rose by 6.6% year over year to $130 million [5] - Adjusted EBITDA decreased by 16.9% year over year to $54 million [5] Balance Sheet and Cash Flow - As of the end of the second quarter 2025, MRC had a cash balance of $75 million, up from $63 million at the end of December 2024 [6] - Long-term debt, including the current portion, was $449 million, with net debt at $374 million [6] - In the first half of 2025, the company used net cash of $30 million in operating activities, compared to $101 million used in the same period last year [6] 2025 Outlook - MRC Global anticipates its 2025 revenues to increase in the low to high-single-digit range on a year-over-year basis [9]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______ Commission file number: 001-35479 MRC GLOBAL INC. (Exact name of registrant as ...

[Executive Summary](index=1&type=section&id=Executive%20Summary) [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) The company delivered strong Q2 2025 results with revenue rising 12% sequentially to $798 million and Adjusted EBITDA surging 50% Second Quarter 2025 Key Financial Highlights: | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Sales | $798 million | $799 million | | Net income from continuing operations | $13 million | $30 million | | Adjusted net income from continuing operations | $22 million | $33 million | | Net income attributable to common stockholders | $13 million | $24 million | | Diluted EPS | $0.15 | $0.28 | | Adjusted Diluted EPS | $0.25 | $0.31 | | Adjusted EBITDA | $54 million | $65 million | | Adjusted EBITDA % of Sales | 6.8% | 8.1% | - Revenue increased **12% from Q1 2025**, reaching the top of the previous guidance range, with all sectors contributing to sequential growth[3](index=3&type=chunk) - Adjusted EBITDA surged **50% sequentially**, with margins expanding **170 basis points**, reflecting strong operating leverage[3](index=3&type=chunk) - Returned **$15 million** to shareholders through strategic share repurchases at an average price of **$12.35 per share**[3](index=3&type=chunk)[9](index=9&type=chunk) [Strategic Developments and Outlook](index=1&type=section&id=Strategic%20Developments%20and%20Outlook) The company announced a definitive all-stock merger agreement with DNOW Inc, expected to close in Q4 2025 - Announced a definitive merger agreement with DNOW Inc on June 26, 2025, in an **all-stock transaction**, unanimously approved by both boards[4](index=4&type=chunk)[27](index=27&type=chunk) - The merger is anticipated to close in the **fourth quarter of 2025**, subject to shareholder and regulatory approvals[27](index=27&type=chunk) - Reaffirmed full-year guidance provided last quarter but will not provide future financial guidance due to the pending merger[5](index=5&type=chunk)[28](index=28&type=chunk) [Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) [Consolidated Financial Results](index=1&type=section&id=Consolidated%20Financial%20Results) Q2 2025 consolidated sales were $798 million, with year-over-year declines in gross profit and net income [Sales Performance](index=1&type=section&id=Sales%20Performance) Total sales were $798 million in Q2 2025, flat year-over-year but up 12% sequentially across all sectors Sales Performance (Q2 2025): | Metric | Amount | | :--- | :--- | | Sales | $798 million | | YoY Change | Similar to Q2 2024 | | QoQ Change | +12% from Q1 2025 | - Sequential sales increase was across all sectors, led by the PTI sector, followed by the Gas Utilities and DIET sectors[15](index=15&type=chunk) [Gross Profit](index=2&type=section&id=Gross%20Profit) Gross profit decreased to $151 million, impacted by a significantly higher LIFO expense compared to the prior year Gross Profit Performance: | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Gross Profit | $151 million | $169 million | -$18 million | | Gross Profit % of Sales | 18.9% | 21.2% | -2.3 ppts | | LIFO Expense | $10 million | $1 million | +$9 million | | Adjusted Gross Profit | $172 million | $180 million | -$8 million | | Adjusted Gross Profit % of Sales | 21.6% | 22.5% | -0.9 ppts | [Selling, General and Administrative (SG&A) Expenses](index=2&type=section&id=Selling%2C%20General%20and%20Administrative%20%28SG%26A%29%20Expenses) SG&A expenses rose to $130 million, with adjusted SG&A at $124 million after excluding merger-related costs SG&A Expenses Performance: | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | SG&A Expenses | $130 million | $122 million | +$8 million | | SG&A % of Sales | 16.3% | 15.3% | +1.0 ppts | | Adjusted SG&A | $124 million | $120 million | +$4 million | | Adjusted SG&A % of Sales | 15.5% | 15.0% | +0.5 ppts | - Adjusted SG&A for Q2 2025 excluded **$6 million** of other non-recurring legal and consulting costs related to the pending DNOW–MRC Global merger[11](index=11&type=chunk) [Net Income and Earnings Per Share](index=1&type=section&id=Net%20Income%20and%20Earnings%20Per%20Share) Net income from continuing operations declined to $13 million, with diluted EPS at $0.15 Net Income and EPS Performance: | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Net income from continuing operations | $13 million | $30 million | -$17 million | | Diluted EPS from continuing operations | $0.15 | $0.28 | -$0.13 | | Adjusted net income from continuing operations | $22 million | $33 million | -$11 million | | Adjusted diluted EPS from continuing operations | $0.25 | $0.31 | -$0.06 | [Adjusted EBITDA](index=1&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA decreased year-over-year to $54 million but showed a strong 50% sequential increase Adjusted EBITDA Performance: | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $54 million | $65 million | -$11 million | | Adjusted EBITDA % of Sales | 6.8% | 8.1% | -1.3 ppts | - Adjusted EBITDA surged **50% sequentially** from Q1 2025, with margins expanding **170 basis points**[3](index=3&type=chunk) [Income Tax Expense](index=2&type=section&id=Income%20Tax%20Expense) The income tax expense was $5 million, resulting in an effective tax rate of 28% for Q2 2025 Income Tax Expense: | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Income Tax Expense | $5 million | $12 million | | Effective Tax Rate | 28% | 29% | [Sales by Segment and Sector](index=2&type=section&id=Sales%20by%20Segment%20and%20Sector) A 3% decrease in U.S. sales was offset by a 15% increase in International sales, driven by the PTI sector [U.S. Sales](index=2&type=section&id=U.S.%20Sales) U.S. sales decreased 3% year-over-year to $658 million but grew 11% sequentially, led by the PTI sector U.S. Sales Performance: | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | U.S. Sales | $658 million | $677 million | -$19 million (-3%) | | DIET Sector (YoY) | | | -$26 million (-14%) | | PTI Sector (YoY) | | | -$5 million (-2%) | | Gas Utilities Sector (YoY) | | | +$12 million (+4%) | - Sequentially, U.S. sales increased **$67 million (11%)** from Q1 2025, with PTI leading (+26%) and Gas Utilities contributing (+10%)[17](index=17&type=chunk) [International Sales](index=2&type=section&id=International%20Sales) International sales grew 15% year-over-year to $140 million, primarily driven by the PTI sector International Sales Performance: | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | International Sales | $140 million | $122 million | +$18 million (+15%) | | YoY Growth Driver | PTI sector (North Sea projects) | | | | QoQ Change | +$19 million (+16%) from Q1 2025 | | | | QoQ Growth Drivers | PTI (Middle East, Norway), DIET (wind energy, mining) | | | [Gas Utilities Sector Sales](index=3&type=section&id=Gas%20Utilities%20Sector%20Sales) Gas Utilities sector sales increased 4% year-over-year to $299 million, representing 37% of total sales Gas Utilities Sector Sales: | Metric | Q2 2025 | Q2 2024 | YoY Change | QoQ Change | | :--- | :--- | :--- | :--- | :--- | | Gas Utilities Sales | $299 million | $287 million | +$12 million (+4%) | +$26 million (+10%) | | % of Total Sales | 37% | | | | [DIET Sector Sales](index=3&type=section&id=DIET%20Sector%20Sales) DIET sector sales decreased 13% year-over-year to $223 million, accounting for 28% of total sales DIET Sector Sales: | Metric | Q2 2025 | Q2 2024 | YoY Change | QoQ Change | | :--- | :--- | :--- | :--- | :--- | | DIET Sales | $223 million | $256 million | -$33 million (-13%) | +$3 million (+1%) | | % of Total Sales | 28% | | | | - Year-over-year decline in DIET sales was observed in both U.S. and International segments[21](index=21&type=chunk) [PTI Sector Sales](index=3&type=section&id=PTI%20Sector%20Sales) PTI sector sales grew 8% year-over-year to $276 million, driven by strong international performance PTI Sector Sales: | Metric | Q2 2025 | Q2 2024 | YoY Change | QoQ Change | | :--- | :--- | :--- | :--- | :--- | | PTI Sales | $276 million | $256 million | +$20 million (+8%) | +$57 million (+26%) | | % of Total Sales | 35% | | | | - Year-over-year increase in PTI sales was driven by the International segment, partially offset by the U.S. segment[22](index=22&type=chunk) [Backlog](index=3&type=section&id=Backlog) The company's backlog stood at $589 million as of June 30, 2025, a 2% decrease from the previous quarter Backlog as of June 30, 2025: | Metric | Amount | | :--- | :--- | | Backlog | $589 million | | QoQ Change | -2% | | Primary Driver of Decline | PTI sector backlog | | Offsetting Increases | DIET and Gas Utilities sectors | [Financial Position and Cash Flow](index=3&type=section&id=Financial%20Position%20and%20Cash%20Flow) [Balance Sheet Highlights](index=3&type=section&id=Balance%20Sheet%20Highlights) The company's cash balance increased to $75 million, with Net Debt standing at $374 million as of June 30, 2025 Balance Sheet Highlights (June 30, 2025): | Metric | Amount | | :--- | :--- | | Cash Balance | $75 million | | Long-term Debt (incl. current portion) | $449 million | | Net Debt | $374 million | [Cash Flow from Operations](index=3&type=section&id=Cash%20Flow%20from%20Operations) Cash used in continuing operations for the second quarter of 2025 was $46 million Cash Flow from Continuing Operations (Q2 2025): | Metric | Amount | | :--- | :--- | | Cash used in continuing operations | $46 million | [Debt and Liquidity](index=3&type=section&id=Debt%20and%20Liquidity) Total liquidity remained strong at $574 million, with a Net Debt Leverage Ratio of 2.2 as of June 30, 2025 Debt and Liquidity (June 30, 2025): | Metric | Amount | | :--- | :--- | | Net Debt | $374 million | | Net Debt Leverage Ratio | 2.2 | | ABL Facility Availability | $499 million | | Total Liquidity | $574 million | [Capital Allocation](index=3&type=section&id=Capital%20Allocation) [Share Repurchase Program](index=3&type=section&id=Share%20Repurchase%20Program) The company repurchased $15 million of its common stock in Q2 2025 before suspending the program due to the pending merger Share Repurchase Program (Q2 2025): | Metric | Amount | | :--- | :--- | | Repurchase Amount | $15 million | | Average Price Per Share | $12.35 | | Common Shares Outstanding (June 30, 2025) | 85.0 million | | Program Status | Suspended due to pending merger | [Strategic Corporate Actions](index=4&type=section&id=Strategic%20Corporate%20Actions) [Agreement to Combine with DNOW](index=4&type=section&id=Agreement%20to%20Combine%20with%20DNOW) A definitive all-stock merger agreement with DNOW Inc was announced, expected to close in the fourth quarter of 2025 - DNOW Inc will acquire MRC Global in an **all-stock transaction**, unanimously approved by both boards of directors[27](index=27&type=chunk) - The transaction is subject to shareholder and regulatory approvals and is currently anticipated to close in the **fourth quarter of 2025**[27](index=27&type=chunk) - The combination is expected to create a premier energy and industrial solutions provider with expanded capabilities and scale[4](index=4&type=chunk) [Future Guidance and Reporting](index=4&type=section&id=Future%20Guidance%20and%20Reporting) Due to the pending merger, the company reaffirmed full-year guidance but will not provide future guidance or host a conference call - Reaffirming full-year guidance provided last quarter[5](index=5&type=chunk)[28](index=28&type=chunk) - Will not be providing future financial guidance due to the pending combination with DNOW[5](index=5&type=chunk)[28](index=28&type=chunk) - Will not host a conference call or webcast to discuss Q2 2025 results[28](index=28&type=chunk) [Company Information](index=4&type=section&id=Company%20Information) [About MRC Global Inc.](index=4&type=section&id=About%20MRC%20Global%20Inc.) MRC Global is a leading global distributor of pipe, valves, fittings, and other infrastructure products and services - Headquartered in Houston, Texas, MRC Global is a leading global distributor of pipe, valves, fittings (PVF) and other infrastructure products and services[29](index=29&type=chunk) - Serves diversified end-markets including gas utilities, downstream, industrial and energy transition, and production and transmission infrastructure sectors[29](index=29&type=chunk) - Operates from a worldwide network of approximately **200 locations**, offering approximately **200,000 SKUs** from over **7,100 suppliers** to over **8,300 customers**[29](index=29&type=chunk) [Forward-Looking Statements and Risk Factors](index=4&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This release contains forward-looking statements regarding the merger and future performance, which involve inherent risks and uncertainties - Statements about the DNOW-MRC Global merger, future events, plans, anticipated results of operations, business strategies, and expected synergies are considered forward-looking[30](index=30&type=chunk)[31](index=31&type=chunk) - These statements are based on management's expectations and involve a number of business risks and uncertainties[31](index=31&type=chunk) - Undue reliance should not be placed on forward-looking statements as actual results may differ materially due to known and unknown risks and uncertainties[34](index=34&type=chunk) [Risks and Uncertainties](index=5&type=section&id=Risks%20and%20Uncertainties) Key risks include merger-related approvals and timing, economic conditions, commodity prices, and supply chain issues - Risks associated with the merger include obtaining stockholder and regulatory approvals, timing of closing, and the achievement of expected benefits and synergies[32](index=32&type=chunk) - External risks include decreases in capital and other expenditure levels, U.S. and international general economic conditions, geopolitical events, and decreases in oil and natural gas prices[32](index=32&type=chunk) - Operational and financial risks include unexpected supply shortages, cost increases by suppliers, lack of long-term contracts with suppliers and customers, inability to attract and retain employees, and significant indebtedness[32](index=32&type=chunk) [Additional Information Regarding the Merger](index=6&type=section&id=Additional%20Information%20Regarding%20the%20Merger) [No Offer or Solicitation](index=6&type=section&id=No%20Offer%20or%20Solicitation) This document is not an offer to buy or sell securities or a solicitation of votes for the proposed merger - The document is not an offer to buy or sell securities or a solicitation of any vote or approval[36](index=36&type=chunk) - No sale, issuance, or transfer of securities will occur in any jurisdiction where it would be unlawful prior to registration or qualification[36](index=36&type=chunk) [SEC Filings and Investor Resources](index=6&type=section&id=SEC%20Filings%20and%20Investor%20Resources) Investors are urged to read the Form S-4 registration statement and other relevant SEC filings for important merger information - DNOW filed a registration statement on **Form S-4** with the SEC, including a definitive joint proxy statement/prospectus for the merger[37](index=37&type=chunk) - Investors and security holders are urged to read the registration statement, definitive joint proxy statement/prospectus, and other relevant documents for important information[38](index=38&type=chunk) - Free copies of these documents are available on www.sec.gov, MRC Global's investor website (https://investor.mrcglobal.com/), and DNOW's investor website (https://ir.dnow.com/)[39](index=39&type=chunk) [Participants in the Solicitation](index=6&type=section&id=Participants%20in%20the%20Solicitation) Information regarding directors and executive officers of both companies, deemed participants in the proxy solicitation, is available in SEC filings - MRC Global, DNOW, and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies for the merger[40](index=40&type=chunk) - Information about the directors and executive officers is available in their respective 2025 annual meeting proxy statements[40](index=40&type=chunk) - Additional information regarding participants and their interests will be set forth in the registration statement, definitive joint proxy statement/prospectus, and other merger-related SEC filings[41](index=41&type=chunk) [Condensed Consolidated Financial Statements (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $1,774 million as of June 30, 2025, driven by higher accounts receivable and inventories Condensed Consolidated Balance Sheets (in millions): | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | $75 | $63 | | Accounts receivable, net | $469 | $378 | | Inventories, net | $490 | $415 | | Total current assets | $1,078 | $921 | | Total assets | $1,774 | $1,624 | | Trade accounts payable | $438 | $329 | | Long-term debt | $445 | $384 | | Total current liabilities | $587 | $508 | | Total liabilities and stockholders' equity | $1,774 | $1,624 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 sales were $798 million, with net income from continuing operations declining to $13 million from $30 million year-over-year Condensed Consolidated Statements of Operations (in millions, except per share amounts): | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Sales | $798 | $799 | $1,510 | $1,576 | | Gross profit | $151 | $169 | $293 | $328 | | Selling, general and administrative expenses | $130 | $122 | $254 | $242 | | Operating income | $21 | $47 | $39 | $86 | | Net income from continuing operations | $13 | $30 | $21 | $50 | | Net income (loss) attributable to common stockholders | $13 | $24 | -$9 | $37 | | Diluted earnings (loss) per common share | $0.15 | $0.28 | -$0.11 | $0.43 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $30 million for the first six months of 2025, a reversal from cash provided in the prior year Condensed Consolidated Statements of Cash Flows (in millions): | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | -$30 | $101 | | Net cash used in investing activities | -$2 | -$13 | | Net cash provided by (used in) financing activities | $39 | -$169 | | Increase (decrease) in cash | $7 | -$81 | | Cash -- end of period | $75 | $49 | [Supplemental Sales Information (Unaudited)](index=10&type=section&id=Supplemental%20Sales%20Information%20%28Unaudited%29) [Disaggregated Sales by Segment and Sector](index=10&type=section&id=Disaggregated%20Sales%20by%20Segment%20and%20Sector) In Q2 2025, U.S. sales were $658 million and International sales were $140 million, with Gas Utilities as the largest sector Disaggregated Sales by Segment and Sector (in millions): | Segment/Sector | Q2 2025 Sales | Q2 2024 Sales | 6 Months 2025 Sales | 6 Months 2024 Sales | | :--- | :--- | :--- | :--- | :--- | | U.S. | $658 | $677 | $1,249 | $1,344 | | International | $140 | $122 | $261 | $232 | | **Total Sales** | **$798** | **$799** | **$1,510** | **$1,576** | | Gas Utilities | $299 | $287 | $572 | $552 | | DIET | $223 | $256 | $443 | $523 | | PTI | $276 | $256 | $495 | $501 | [Sales by Product Line](index=11&type=section&id=Sales%20by%20Product%20Line) Valves, Automation, Measurement and Instrumentation was the largest product line with $294 million in Q2 2025 sales Sales by Product Line (in millions): | Product Line | Q2 2025 Sales | Q2 2024 Sales | 6 Months 2025 Sales | 6 Months 2024 Sales | | :--- | :--- | :--- | :--- | :--- | | Line Pipe | $94 | $125 | $166 | $238 | | Carbon Fittings and Flanges | $106 | $102 | $196 | $198 | | Total Carbon Pipe, Fittings and Flanges | $200 | $227 | $362 | $436 | | Valves, Automation, Measurement and Instrumentation | $294 | $284 | $571 | $563 | | Gas Products | $209 | $193 | $396 | $380 | | Stainless Steel and Alloy Pipe and Fittings | $34 | $35 | $74 | $73 | | General Products | $61 | $60 | $107 | $124 | | **Total Sales** | **$798** | **$799** | **$1,510** | **$1,576** | [Supplemental Non-GAAP Financial Information (Unaudited)](index=12&type=section&id=Supplemental%20Non-GAAP%20Financial%20Information%20%28Unaudited%29) [Reconciliation of Gross Profit to Adjusted Gross Profit](index=12&type=section&id=Reconciliation%20of%20Gross%20Profit%20to%20Adjusted%20Gross%20Profit) Adjusted Gross Profit for Q2 2025 was $172 million after excluding a $10 million increase in the LIFO reserve Reconciliation of Gross Profit to Adjusted Gross Profit (in millions): | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Gross profit, as reported | $151 | $169 | $293 | $328 | | % of Revenue | 18.9% | 21.2% | 19.4% | 20.8% | | Increase in LIFO reserve | $10 | $1 | $11 | $2 | | Adjusted Gross Profit | $172 | $180 | $325 | $350 | | Adjusted % of Revenue | 21.6% | 22.5% | 21.5% | 22.2% | [Reconciliation of SG&A to Adjusted SG&A](index=13&type=section&id=Reconciliation%20of%20SG%26A%20to%20Adjusted%20SG%26A) Adjusted SG&A was $124 million in Q2 2025, excluding $6 million in non-recurring merger-related costs Reconciliation of SG&A to Adjusted SG&A (in millions): | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Selling, general and administrative expenses | $130 | $122 | $254 | $242 | | Non-recurring other legal and consulting costs (merger) | -$6 | — | -$7 | — | | Activism response legal and consulting costs | — | -$1 | — | -$4 | | Adjusted Selling, general and administrative expenses | $124 | $120 | $245 | $237 | [Reconciliation of Net Income (Loss) to Adjusted EBITDA](index=14&type=section&id=Reconciliation%20of%20Net%20Income%20%28Loss%29%20to%20Adjusted%20EBITDA) Adjusted EBITDA for Q2 2025 was $54 million, reconciled from a net income of $13 million Reconciliation of Net Income (Loss) to Adjusted EBITDA (in millions): | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $13 | $30 | -$9 | $49 | | Net income from continuing operations | $13 | $30 | $21 | $50 | | Income tax expense | $5 | $12 | $6 | $20 | | Interest expense | $10 | $7 | $19 | $15 | | Depreciation and amortization | $7 | $5 | $12 | $10 | | Amortization of intangibles | $4 | $5 | $9 | $10 | | Increase in LIFO reserve | $10 | $1 | $11 | $2 | | Non-recurring other legal and consulting costs (merger) | $6 | — | $7 | — | | Adjusted EBITDA | $54 | $65 | $90 | $122 | [Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) from Continuing Operations](index=15&type=section&id=Reconciliation%20of%20Net%20Income%20%28Loss%29%20to%20Adjusted%20Net%20Income%20%28Loss%29%20from%20Continuing%20Operations) Adjusted Net Income from Continuing Operations was $22 million for Q2 2025, down from $33 million in Q2 2024 Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) from Continuing Operations (in millions): | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income from continuing operations | $13 | $30 | $21 | $50 | | Non-recurring other legal and consulting costs, net of tax | $4 | — | $5 | — | | Increase in LIFO reserve, net of tax | $7 | $1 | $8 | $2 | | Adjusted Net Income from Continuing Operations | $22 | $33 | $34 | $57 | [Reconciliation of Net Income Attributable to Common Stockholders to Adjusted Net Income (Loss) Attributable to Common Stockholders](index=16&type=section&id=Reconciliation%20of%20Net%20Income%20Attributable%20to%20Common%20Stockholders%20to%20Adjusted%20Net%20Income%20%28Loss%29%20Attributable%20to%20Common%20Stockholders) Adjusted Net Income Attributable to Common Stockholders was $22 million, or $0.25 per diluted share, for Q2 2025 Reconciliation of Net Income Attributable to Common Stockholders to Adjusted Net Income (Loss) Attributable to Common Stockholders (in millions, except per share amounts): | Metric | Q2 2025 Amount | Q2 2025 Per Share | Q2 2024 Amount | Q2 2024 Per Share | 6 Months 2025 Amount | 6 Months 2025 Per Share | 6 Months 2024 Amount | 6 Months 2024 Per Share | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net income (loss) attributable to common stockholders | $13 | $0.15 | $24 | $0.28 | -$9 | -$0.11 | $37 | $0.43 | | Non-recurring other legal and consulting costs, net of tax | $4 | $0.05 | — | — | $5 | $0.06 | — | — | | Increase in LIFO reserve, net of tax | $7 | $0.08 | $1 | $0.01 | $8 | $0.09 | $2 | $0.02 | | Adjusted Net Income Attributable to Common Stockholders | $22 | $0.25 | $27 | $0.31 | $34 | $0.40 | $45 | $0.52 | [Reconciliation of Long-term Debt to Net Debt and Net Debt Leverage Ratio](index=17&type=section&id=Reconciliation%20of%20Long-term%20Debt%20to%20Net%20Debt%20and%20Net%20Debt%20Leverage%20Ratio) As of June 30, 2025, Net Debt was $374 million, resulting in a Net Debt Leverage Ratio of 2.2 Net Debt and Net Debt Leverage Ratio Calculation (in millions): | Metric | June 30, 2025 | | :--- | :--- | | Long-term debt | $445 | | Plus: current portion of debt obligations | $4 | | Total debt | $449 | | Less: cash | $75 | | Net Debt | $374 | | Trailing twelve months Adjusted EBITDA | $170 | | Net Debt Leverage Ratio | 2.2 |

Earnings Presentation Second Quarter 2025 August 6, 2025 Forward Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as "will", "expect", "look forward", "guidance", "targeted", "goals", and similar expressions are intended to identify forward-looking statements , including, for example, statements about the merger (as defined below), future events, plans and anticipated results of th ...

Core Viewpoint - MRC Global reported quarterly earnings of $0.25 per share, exceeding the Zacks Consensus Estimate of $0.23 per share, but down from $0.31 per share a year ago, indicating an earnings surprise of +8.70% [1] Financial Performance - The company posted revenues of $798 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 3.35%, although this is a decrease from year-ago revenues of $832 million [2] - Over the last four quarters, MRC has surpassed consensus EPS estimates three times and topped consensus revenue estimates three times [2] Stock Performance - MRC shares have increased approximately 12.4% since the beginning of the year, outperforming the S&P 500's gain of 7.1% [3] Future Outlook - The company's earnings outlook is crucial for investors, with current consensus EPS estimates of $0.32 for the coming quarter and $0.87 for the current fiscal year, alongside revenues of $832.9 million and $3.04 billion respectively [7] - The estimate revisions trend for MRC was favorable ahead of the earnings release, resulting in a Zacks Rank 2 (Buy) for the stock, indicating expected outperformance in the near future [6] Industry Context - The Steel - Pipe and Tube industry, to which MRC belongs, is currently in the top 23% of over 250 Zacks industries, suggesting a positive outlook as the top 50% of Zacks-ranked industries outperform the bottom 50% by more than 2 to 1 [8]

Financial Performance - MRC Global reported second quarter 2025 revenue of $798 million, a 12% increase from the first quarter of 2025, with all sectors contributing to this growth [3][10][14] - Adjusted EBITDA for the second quarter of 2025 was $54 million, representing 6.8% of sales, compared to $65 million or 8.1% of sales in the same period of 2024 [11][61] - Net income from continuing operations for the second quarter of 2025 was $13 million, down from $30 million in the second quarter of 2024 [6][7] Sector Performance - The Production and Transmission Infrastructure (PTI) sector led the revenue growth with a 26% increase sequentially, driven by robust project activity [3][19] - Gas Utilities sector revenue increased by 10% sequentially, supported by increased construction projects [3][19] - The Downstream, Industrial, and Energy Transition (DIET) sector experienced a slight decline compared to the same quarter a year ago, but showed a 1% increase sequentially [14][20] Merger Agreement - MRC Global announced a merger agreement with DNOW Inc., which is expected to create a premier energy and industrial solutions provider [4][25] - The merger is subject to shareholder and regulatory approvals, with an anticipated closing in the fourth quarter of 2025 [25][26] Shareholder Returns - The company returned $15 million to shareholders through share repurchases at an average price of $12.35 per share during the second quarter of 2025 [3][24] - The share repurchase program has been suspended due to the pending merger with DNOW [24] Balance Sheet and Cash Flow - As of June 30, 2025, MRC Global had a cash balance of $75 million and long-term debt of $449 million [23] - The company's backlog was $589 million, a 2% decrease from the previous quarter, primarily due to a decline in the PTI sector backlog [22]

Core Viewpoint - The article emphasizes the importance of identifying and maintaining stock price trends for successful short-term investing, highlighting the utility of a specific screening strategy to find stocks with strong fundamentals and positive price momentum [1][2]. Group 1: Stock Performance - MRC Global (MRC) has shown a solid price increase of 23.9% over the past 12 weeks, indicating strong investor interest [4]. - The stock has also increased by 11.3% in the last four weeks, suggesting that the upward trend is still intact [5]. - MRC is currently trading at 81.8% of its 52-week high-low range, indicating potential for a breakout [5]. Group 2: Fundamental Strength - MRC holds a Zacks Rank 2 (Buy), placing it in the top 20% of over 4,000 ranked stocks based on earnings estimate revisions and EPS surprises [6]. - The stock has an Average Broker Recommendation of 1 (Strong Buy), reflecting high optimism from the brokerage community regarding its near-term price performance [7]. Group 3: Investment Strategy - The "Recent Price Strength" screen is designed to identify stocks with sufficient fundamental strength to sustain their recent uptrends, making it a useful tool for investors [3]. - The article suggests that there are multiple stocks passing through this screening process, indicating a broader opportunity for trend-based investing [8].

Core Viewpoint - Momentum investing focuses on "buying high and selling higher" rather than traditional strategies of "buying low and selling high" to maximize returns in a shorter time frame [1] Group 1: Momentum Investing Characteristics - Momentum investing can be risky as stocks may lose momentum if their valuations exceed future growth potential, leading to potential losses for investors [2] - A safer approach involves investing in bargain stocks that exhibit recent price momentum, utilizing tools like the Zacks Momentum Style Score to identify such opportunities [3] Group 2: MRC Global Analysis - MRC Global (MRC) has shown significant price movement, with an 11.3% increase over the past four weeks, indicating growing investor interest [4] - The stock has gained 23.9% over the past 12 weeks, demonstrating its ability to deliver positive returns over a longer time frame, with a beta of 1.61 indicating high volatility compared to the market [5] - MRC has a Momentum Score of B, suggesting it is an opportune time to invest in the stock to capitalize on its momentum [6] Group 3: Earnings Estimates and Valuation - MRC's upward trend in earnings estimate revisions has earned it a Zacks Rank 2 (Buy), which is associated with strong momentum effects as analysts raise earnings estimates [7] - The stock is currently trading at a Price-to-Sales ratio of 0.41, indicating it is undervalued, as investors pay only 41 cents for each dollar of sales [7] Group 4: Additional Investment Opportunities - Besides MRC, there are other stocks that meet the criteria of the 'Fast-Paced Momentum at a Bargain' screen, suggesting further investment opportunities [8] - The Zacks Premium Screens offer over 45 different strategies tailored to help investors find winning stock picks [9]

Company Overview - MRC Global Inc. is a leading global distributor of pipe, valves, fittings (PVF), and other infrastructure products and services, serving diversified end-markets such as gas utilities, downstream, industrial and energy transition, and production and transmission infrastructure sectors [2] - The company has over 100 years of experience and operates a worldwide network of approximately 200 locations, including valve and engineering centers [2] - MRC Global offers around 200,000 SKUs from over 7,100 suppliers, simplifying the supply chain for over 8,300 customers [2] Upcoming Financial Results - MRC Global will release its second quarter 2025 results on August 6, 2025, before the market opens [1] - The company will not host a conference call or webcast to discuss these results due to the pending combination with DNOW Inc. [1]