Laurie R. Thomson - Apr 1, 2025 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Signature
/s/ Dean Brazier, by POA from Laurie R. Thomson, VP, Controller
Stock symbol
GWW
Transactions as of
Apr 1, 2025
Transactions value $
-$174,846
Form type
4
Date filed
4/3/2025, 09:46 PM
Previous filing
Mar 12, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWW Common Stock Award $0 +266 +58.21% $0.00 723 Apr 1, 2025 Direct F1
transaction GWW Common Stock Tax liability -$77.1K -78 -10.79% $987.83 645 Apr 1, 2025 Direct F2
transaction GWW Common Stock Award $0 +118 +18.29% $0.00 763 Apr 1, 2025 Direct F3
transaction GWW Common Stock Tax liability -$48.4K -49 -6.42% $987.83 714 Apr 1, 2025 Direct F4
transaction GWW Common Stock Tax liability -$21.7K -22 -3.08% $987.83 692 Apr 1, 2025 Direct F5
transaction GWW Common Stock Tax liability -$16.8K -17 -2.46% $987.83 675 Apr 1, 2025 Direct F6
transaction GWW Common Stock Tax liability -$10.9K -11 -1.63% $987.83 664 Apr 1, 2025 Direct F7
holding GWW Common Stock 675 Apr 1, 2025 Family Trust F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 2022 PSU Tax Witholding. 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, 2024 Off-Cycle 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, 2025, 1/3 vests on April 1, 2026, and the remainder vests on April 1, 2027.
F5 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.
F6 Shares withheld for tax withholding for the partial settlement of the April 1, 2023 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, 2024, 1/3 vested on April 1, 2025, and the remainder vests on April 1, 2026.
F7 Shares withheld for tax withholding for the partial settlement of the April 1, 2024 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, 2025, 1/3 vests on April 1, 2026, and the remainder vests on April 1, 2027.
F8 Shares held in a trust for which Ms. Thomson is the sole trustee and members of her family are indirect beneficiaries.