The lawsuit, spearheaded by the law firm Hagens Berman, claims that DNOW management misled shareholders regarding the stability of MRC Global’s enterprise software. Despite assurances during a November 2025 earnings call that the system was state-of-the-art and that previous glitches were isolated, subsequent disclosures in February 2026 revealed persistent technical hurdles. Management eventually admitted that flawed software architecture triggered operational slowdowns and forced a delay in the company's 2026 financial guidance.

Reed Kathrein, the Hagens Berman partner leading the investigation, stated the firm is examining whether these integration issues were intentionally downplayed to secure shareholder approval for the deal. The suit specifically targets those who held common stock as of the August 5, 2025, record date. Beyond the investor class, the firm is also soliciting information from whistleblowers who may possess non-public details regarding the merger, citing potential rewards under SEC programs for original information leading to successful recoveries.