CHURAY DANIEL J sold MRC

Footnotes

On November 6, 2025, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 26, 2025, by and among MRC Global Inc. (the "Issuer"), DNOW Inc. ("DNOW"), Buck Merger Sub, Inc. ("Merger Sub") and Stag Merger Sub, LLC ("LLC Sub"), Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the "Effective Time") and immediately following the First Merger, the Issuer merged with and into LLC Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with LLC Sub continuing as the surviving company. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share unit of the Issuer ("Company PSU") that was issued under the stock incentive plans of the Issuer that vests based on the achievement of performance metrics that was granted prior to February 2024 was canceled,; (Continued from footnote 1) and the holder of such Company PSU became entitled to receive, in full satisfaction of the rights of such holder with respect thereto, the number of shares of the Issuer's common stock ("Company Common Stock") (rounded to the nearest share) subject to the Company PSU. Each such share of Company Common Stock was converted into the right to receive (i) 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and (ii) an amount in cash equal to the accrued but unpaid dividend equivalents. The number of shares of Company Common Stock subject to such Company PSU was deemed to be the number of shares subject to the Company PSU with performance deemed achieved.