San Francisco – September 10, 2026 -- DNOW Inc. (NYSE: DNOW) shares plunged 19% in a single session after the company disclosed that persistent ERP failures at newly acquired MRC Global Inc. had crushed revenues, triggering a securities class action lawsuit filed by Hagens Berman.
The suit centers on proxy materials tied to DNOW's merger with MRC Global, alleging management misrepresented the readiness of MRC's enterprise resource planning system ahead of a shareholder vote.
Shareholders who held stock as of August 5, 2025 form the proposed class
The defined investor class covers DNOW common stockholders as of the August 5, 2025 record date, who were entitled to vote at the company's September 9, 2025 special meeting approving the MRC Global merger. The lead plaintiff deadline is set for October 2, 2026.
DNOW allegedly called ERP glitches an 'isolated, one-time event' before closing
On DNOW's Q3 2025 earnings call, held November 5, 2025 — the day before the merger closed — management reportedly told investors that MRC Global had implemented a "state-of-the-art" ERP system delivering improved inventory management, order processing, and supply chain optimization. Executives allegedly characterized MRC's prior software glitches as an isolated, one-time event, playing down integration risk to secure shareholder approval.
Q4 2025 results revealed the ERP system was an 'obstacle,' not an upgrade
On February 20, 2026, DNOW's fourth-quarter and full-year 2025 results told a different story: MRC revenues had sharply declined due to what the company termed "persistent ERP challenges." Management acknowledged the software implementation was in fact an obstacle, conceding that flawed design architecture caused operational slowdowns, disrupted customer service, and demanded unplanned capital expenditure to fix.
DNOW delayed 2026 guidance as remediation costs mounted
The company was forced to postpone both its sequential and full-year 2026 financial guidance following the disclosures. The stock's 19% single-day drop marked the market's reaction to the gap between the November reassurances and the February admissions.
"We are focused on whether the Proxy Materials downplayed ERP integration failures at MRC Global allowing management to push the deal through, as the complaint alleges,