MRC Global (MRC) investor relations material

Executive summary

• Announced and approved merger with DNOW, expected to close in Q4 2025, targeting $70M in annual cost synergies within three years.

• Q3 2025 revenue was $678M, down 15% sequentially and 12% year-over-year, impacted by U.S. ERP implementation and weaker market conditions in PTI and DIET sectors.

• Net loss from continuing operations was $(9)M, or (1.3)% of sales, compared to net income of $23M in Q3 2024.

• Completed sale of Canadian operations in March 2025, resulting in a $30M net loss from discontinued operations for the nine months ended September 30, 2025.

Financial highlights

• Gross profit for Q3 2025 was $125M (18.4% margin); adjusted gross profit was $148M (21.8% margin).

• Adjusted EBITDA was $36M (5.3% of sales), down from $47M (6.1%) in Q3 2024; adjusted net income from continuing operations was $11M.

• SG&A was $128M (18.9% of sales); adjusted SG&A was $116M (17.1% of sales).

• Net cash used in operating activities for the nine months ended September 30, 2025 was $61M, compared to $195M provided in the prior year period.

• Diluted EPS from continuing operations was $(0.11) for Q3 2025.

Outlook and guidance

• Merger with DNOW expected to create a leading energy and industrial solutions provider, with $70M in annual cost synergies targeted within three years post-merger.

• Elevated revenue backlog of $571M at the end of Q3 2025 is expected to convert to revenue in coming quarters.

• Management expects normalization of cash flows in 2026 as ERP-related disruptions subside.

• The company remains cautiously optimistic about the impact of U.S. tariffs and government policies on business activity.