Deidra C. Merriwether - Apr 1, 2025 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Role
Sr. VP & CFO
Signature
/s/ Dean Brazier, by POA from Deidra C. Merriwether, Sr. VP & CFO
Stock symbol
GWW
Transactions as of
Apr 1, 2025
Transactions value $
-$2,625,596
Form type
4
Date filed
4/3/2025, 09:44 PM
Previous filing
Nov 5, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWW Common Stock Award $0 +2.01K +21.16% $0.00 11.5K Apr 1, 2025 Direct F1
transaction GWW Common Stock Tax liability -$838K -848 -7.36% $987.83 10.7K Apr 1, 2025 Direct F2
transaction GWW Common Stock Award $0 +1.36K +12.75% $0.00 12K Apr 1, 2025 Direct F3
transaction GWW Common Stock Tax liability -$250K -253 -2.1% $987.83 11.8K Apr 1, 2025 Direct F4
transaction GWW Common Stock Tax liability -$215K -218 -1.85% $987.83 11.6K Apr 1, 2025 Direct F5
transaction GWW Common Stock Tax liability -$162K -164 -1.42% $987.83 11.4K Apr 1, 2025 Direct F6
transaction GWW Common Stock Sale -$198K -200 -1.75% $990.18 11.2K Apr 2, 2025 Direct F7
transaction GWW Common Stock Sale -$99.3K -100 -0.89% $992.84 11.1K Apr 2, 2025 Direct
transaction GWW Common Stock Sale -$298K -300 -2.7% $994.64 10.8K Apr 2, 2025 Direct F8
transaction GWW Common Stock Sale -$200K -200 -1.85% $997.99 10.6K Apr 2, 2025 Direct F9
transaction GWW Common Stock Sale -$100K -100 -0.94% $1,000.62 10.5K Apr 2, 2025 Direct
transaction GWW Common Stock Sale -$100K -100 -0.95% $1,002.99 10.4K Apr 2, 2025 Direct
transaction GWW Common Stock Sale -$64.3K -64 -0.62% $1,004.75 10.3K Apr 2, 2025 Direct
transaction GWW Common Stock Sale -$101K -100 -0.97% $1,006.70 10.2K Apr 2, 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GWW Stock Option 2.34K Apr 1, 2025 Common Stock 2.34K $311.26 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These were vested performance stock units ("PSUs"), granted on April 1, 2022. The Company's performance over the three-year period ended December 31, 2024 achieved a payout equal to 118% of the 2022 PSU program target, as approved by the Board of Directors of the Company (the "Board") acting in executive session with only independent directors participating, on February 19, 2025 upon the earlier determination of the Compensation Committee of the Board.
F2 Shares withheld for tax withholding for the PSU settlement described in footnote 1 above.
F3 April 1, 2025 award of restricted stock units ("RSUs"). All RSUs will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.
F4 Shares withheld for tax withholding for the partial settlement of the April 1, 2022 award of RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2023, 1/3 vested on April 1, 2024, and the remainder vested on April 1, 2025.
F5 Shares withheld for tax withholding for the partial settlement of the 4/1/2023 award of restricted stock units RSUs. The RSU award is to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2024, 1/3 vested on April 1, 2025, and the remainder vests on April 1, 2026.
F6 Shares withheld for tax withholding for the partial settlement of the April 1, 2024 award of restricted stock units RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2025, 1/3 vests on April 1, 2026, and the remainder vests on April 1, 2027.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $989.71 to $990.65, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F8 The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $994.50 to $994.92, inclusive.
F9 The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $997.98 to $997.99, inclusive.
F10 The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.