HOUSTON, TX – August 24, 2026 (STL.News) DNOW Inc. (NYSE: DNOW) is facing a securities class-action lawsuit tied to disclosures surrounding its acquisition of MRC Global Inc., with investors facing an October 2, 2026, deadline to seek appointment as lead plaintiff.
The Rosen Law Firm issued a reminder Monday concerning the lawsuit, which the firm previously filed on behalf of investors who held DNOW common stock as of the August 5, 2025, record date and were therefore entitled to vote at DNOW’s September 9, 2025, special stockholder meeting.
The litigation centers on allegations that DNOW provided investors with misleading information about its combination with MRC Global and problems with MRC Global’s enterprise resource planning, or ERP, system.
The allegations have not been proven in court. No class has been certified, and the filing of a complaint does not establish liability or wrongdoing by DNOW or any individual defendant.
DNOW lawsuit focuses on MRC Global acquisition
DNOW announced its agreement to acquire MRC Global in June 2025 in an all-stock transaction.
The transaction required approval from both companies’ shareholders. DNOW investors were asked to approve the issuance of DNOW shares necessary to complete the transaction during a special meeting held September 9, 2025.
The joint proxy statement and prospectus filed with the U.S. Securities and Exchange Commission was dated August 5, 2025. DNOW’s board recommended that shareholders vote for the stock issuance proposal.
DNOW shareholders subsequently approved the proposal at the September meeting. The merger process ultimately brought together two businesses serving customers across the energy and industrial markets.
The securities lawsuit, however, alleges investors did not receive an adequate picture of certain challenges associated with the combination.
According to Rosen’s August 24 notice, the complaint alleges defendants negligently understated the challenges associated with DNOW’s merger with MRC Global because of material issues affecting MRC Global’s new ERP system.
The lawsuit further alleges defendants knew or should have known about those issues and that statements concerning DNOW’s business, operations and prospects were consequently materially false or misleading or lacked a reasonable basis.
Those assertions are allegations contained in the lawsuit and have not been established as facts by a court.
ERP system becomes central issue
Enterprise resource planning systems are large software platforms companies use to integrate business functions such as accounting, inventory, purchasing, order processing and supply-chain management.
For a large industrial distributor, problems with an ERP implementation can affect multiple parts of the business at once.
The litigation focuses on what DNOW investors allegedly knew about MRC Global’s ERP situation as they considered the proposed transaction.
Hagens Berman, another law firm examining the matter, has said its investigation focuses on DNOW’s disclosures about ERP issues at MRC Global leading up to and following the acquisition. The firm identifies the same August 5, 2025, shareholder record date and October 2, 2026, lead-plaintiff deadline.
DNOW and MRC shareholders approved transaction
The merger was originally announced June 26, 2025.
SEC filings show the transaction was structured through a series of mergers that would ultimately make the surviving MRC Global business a wholly owned subsidiary of DNOW.
At MRC Global’s September 9 special meeting, shareholders overwhelmingly approved the merger proposal. SEC records show 75,749,444 shares were voted in favor, 132,446 against, and 419,623 abstained.
Under the merger terms described in the proxy materials, eligible MRC Global shares would be converted into the right to receive 0.9489 shares of DNOW common stock, subject to the transaction’s terms and conditions.
Those SEC records establish the transaction’s structure and shareholder approval process. The separate securities litigation concerns whether disclosures made to DNOW shareholders concerning the transaction were legally sufficient.
October 2 lead-plaintiff deadline
Investors covered by the proposed class have until October 2, 2026, to ask the court to appoint them as lead plaintiff.
A lead plaintiff generally represents the interests of the proposed investor class and works with counsel in directing the litigation. Investors do not necessarily have to become lead plaintiffs to remain potential class members if one is eventually certified.
Rosen said the proposed class covers persons or entities that held DNOW common stock as of the August 5, 2025, record date and were entitled to vote at the September 9 special meeting.
The firm also emphasized that a class has not yet been certified. Until certification occurs, investors are not represented by class counsel unless they independently retain an attorney.
Law firms involved in DNOW investor litigation
The Rosen Law Firm filed the securities class-action lawsuit and is currently seeking investors who may qualify to participate. Rosen lists attorneys Laurence Rosen and Phillip Kim as contacts for the litigation.
Hagens Berman Sobol Shapiro LLP is separately investigating the circumstances surrounding DNOW’s disclosures and is seeking information from investors who may have suffered substantial losses. Hagens Berman notes that separate counsel filed the complaint and lists the October 2 deadline associated with the pending case.
Additional law firms may announce investigations or solicit potential clients as the litigation proceeds. Such announcements do not necessarily mean those firms have filed separate lawsuits or have been appointed by the court to represent a class.
What happens next in the DNOW case
The October 2 deadline concerns applications for lead-plaintiff status, not a deadline for the court to decide the underlying allegations.
After the lead-plaintiff process, litigation could proceed through motions addressing the legal sufficiency of the complaint, discovery (if permitted), class-certification proceedings, and potentially settlement discussions or trial.
The precise course will depend on court rulings and the parties’ actions.
Investors should also distinguish between a law firm’s investigation and an actual filed lawsuit. In this case, Rosen states that a securities class-action complaint has already been filed. Hagens Berman’s activity is described separately as an investigation related to the same underlying circumstances.
The case adds legal scrutiny to DNOW’s acquisition of MRC Global approximately a year after shareholders were asked to approve the shares needed for the transaction.
For investors, the central legal question is whether statements and disclosures about the MRC Global transaction and its ERP-related challenges complied with applicable securities laws.
That question remains unresolved.
This news article can also be viewed on USPress.News.
Disclaimer: This article is provided for news and informational purposes only and does not constitute legal or investment advice. The allegations described in the securities lawsuit have not been proven, no class has been certified, and the filing of a lawsuit does not constitute a finding of wrongdoing or liability. Investors should consult qualified legal or financial professionals regarding their individual circumstances.
