[8-K] W.W. GRAINGER, INC. Reports Material Event

Rhea-AI Filing Summary

W.W. Grainger (GWW) reported that it issued a press release with its financial results for the third quarter ended September 30, 2025. The company furnished the release as Exhibit 99.1 in an 8-K dated October 31, 2025 under Item 2.02 (Results of Operations and Financial Condition).

This filing serves to make the Q3 2025 results public via the attached press release. Further details and figures are available in Exhibit 99.1.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 31, 2025

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois

1-5684

36-1150280

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

100 Grainger Parkway

60045-5201

Lake Forest,

Illinois

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (847) 535-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock			GWW			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐         

Item 2.02.   Results of Operations and Financial Condition.

On October 31, 2025, W.W. Grainger, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2025. A copy is furnished as Exhibit 99.1 to this report.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
99.1			Press release announcing financial results for the third quarter ended September 30, 2025.
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 31, 2025

			W.W. GRAINGER, INC.
			By:			/s/ Deidra C. Merriwether
			Name:			Deidra C. Merriwether
			Title:			Senior Vice President and Chief Financial Officer

FAQ

What did W.W. Grainger (GWW) announce in this 8-K?

The company issued a press release with financial results for the third quarter ended September 30, 2025, furnished as Exhibit 99.1.

Which period does the announcement cover for GWW?

It covers the third quarter ended September 30, 2025.

When was the 8-K filed by W.W. Grainger?

The 8-K is dated October 31, 2025.

Where can I find the detailed Q3 2025 results for GWW?

Detailed results are in the press release furnished as Exhibit 99.1 to the 8-K.

What item of the 8-K does this relate to for GWW?

It relates to Item 2.02: Results of Operations and Financial Condition.

What exchange does GWW trade on?

GWW common stock is listed on the New York Stock Exchange.