The lawsuit centers on claims that DNOW’s merger proxy materials failed to disclose significant technical obstacles within MRC Global’s enterprise resource planning (ERP) system. While management touted the software as a state-of-the-art solution for supply chain optimization during a November 2025 earnings call, the complaint alleges these assurances concealed persistent operational flaws.

The true impact of these software issues surfaced on February 20, 2026. DNOW disclosed that persistent ERP challenges had caused a sharp decline in MRC revenues and necessitated unexpected capital expenditures to correct flawed design architecture. The revelation forced the company to delay its 2026 financial guidance, triggering a 19% single-day drop in DNOW stock value. Hagens Berman partner Reed Kathrein stated that the firm is investigating whether leadership downplayed these integration risks to ensure the deal’s completion. Investors who suffered substantial losses are encouraged to review their legal options before the October deadline.