Post-effective Amendment to Registration Statement for Employee Benefit Plan (Form S-8 POS)

As filed with the Securities and Exchange Commission on November 6, 2025.

Registration No. 333-180777

Registration No. 333-206455

Registration No. 333-231222

Registration No. 333-265622

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-180777

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206455

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231222

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-265622

UNDER

THE SECURITIES ACT OF 1933

Stag Merger Sub, LLC

(as successor in interest to MRC Global Inc.)

(Exact name of registrant as specified in its charter)

Delaware		20-5956993
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

McJ Holding Corporation 2007 Stock Option Plan

MRC Global Inc. Omnibus Incentive Plan, as amended

(Full titles of the plans)

7402 North Eldridge Parkway

Houston, Texas 77041

(218) 832-4700

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Raymond W. Chang

7402 North Eldridge Parkway

Houston, Texas 77041

(281) 823-4700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Julian J. Seiguer, P.C.

Billy Vranish

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

(713) 836-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

Stag Merger Sub, LLC, a Delaware limited liability company (the "Company"), as successor in interest to MRC Global Inc., a Delaware corporation ("MRC Global"), is filing these post-effective amendments (these "Post-Effective Amendments") to the following Registration Statements on Form S-8 (the "Registration Statements"), which were filed by MRC Global with the Securities and Exchange Commission (the "SEC") on the dates set forth below, to deregister any and all shares of MRC Global's common stock, par value $0.01 per share ("Common Stock"), registered but unissued under each such Registration Statement as of the date hereof:

1.		Registration Statement on Form S-8 (No. 333-180777), which was filed by MRC Global with the SEC on April 17, 2012, registering collectively 6,179,679 shares of Common Stock under the McJ Holding Corporation 2007 Stock Option Plan and the MRC Global Inc. Omnibus Incentive Plan (as amended, the "Omnibus Incentive Plan");
2.		Registration Statement on Form S-8 (No. 333-206455), which was filed by MRC Global with the SEC on August 18, 2015, registering 4,147,475 shares of Common Stock under the Omnibus Incentive Plan;
3.		Registration Statement on Form S-8 (No. 333-231222), which was filed by MRC Global with the SEC on May 3, 2019, registering 2,500,000 shares of Common Stock under the Omnibus Incentive Plan;
4.		Registration Statement on Form S-8 (No. 333-265622), which was filed by MRC Global with the SEC on June 15, 2022, registering 3,000,000 shares of Common Stock under the Omnibus Incentive Plan; and

On November 6, 2025, pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated as of June 26, 2025 (the "Merger Agreement"), by and among MRC Global, DNOW Inc., a Delaware corporation ("DNOW"), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW ("Merger Sub"), and the Company, (i) Merger Sub merged with and into MRC Global (the "First Merger"), with MRC Global continuing as the surviving corporation in the First Merger and (2) immediately following the First Merger, MRC Global merged with and into the Company (the "Second Merger"), with the Company continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW.

As a result of the completion of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of shares of Common Stock pursuant to the Registration Statements. In accordance with the undertakings made by MRC Global in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company hereby removes from registration by means of these Post-Effective Amendments all shares of Common Stock registered but unsold under the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such shares of Common Stock and the Company hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 6, 2025.

STAG MERGER SUB, LLC (as successor in interest to MRC Global Inc.)
By:		/s/ Ahsan Mukhtar
		Name: Ahsan Mukhtar
		Title: Manager

Note: No other person is required to sign these Post-Effective Amendments to Form S-8 Registration Statements in reliance on Rule 478 under the Securities Act of 1933, as amended.