Donald G. Macpherson - Apr 1, 2025 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Signature
/s/ Dean Brazier, by POA from Donald G. Macpherson, Chairman and CEO
Stock symbol
GWW
Transactions as of
Apr 1, 2025
Transactions value $
-$4,780,109
Form type
4
Date filed
4/3/2025, 09:50 PM
Previous filing
Oct 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWW Common Stock Award $0 +6.68K +6.78% $0.00 105K Apr 1, 2025 Direct F1
transaction GWW Common Stock Tax liability -$2.93M -2.96K -2.81% $987.83 102K Apr 1, 2025 Direct F2
transaction GWW Common Stock Award $0 +3.47K +3.4% $0.00 106K Apr 1, 2025 Direct F3
transaction GWW Common Stock Tax liability -$827K -837 -0.79% $987.83 105K Apr 1, 2025 Direct F4
transaction GWW Common Stock Tax liability -$573K -580 -0.55% $987.83 104K Apr 1, 2025 Direct F5
transaction GWW Common Stock Tax liability -$454K -460 -0.44% $987.83 104K Apr 1, 2025 Direct F6
* 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 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 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.
F6 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.