Who signed the W.W. Grainger (GWW) report related to the By-Law amendments?

The report was signed on behalf of W.W. Grainger, Inc. by Paul Stanukinas, Vice President and Corporate Secretary.

W.W. Grainger (GWW) modernizes corporate By-Laws for virtual meetings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

W.W. Grainger, Inc. reported that its board of directors approved amendments to the company’s By-Laws effective December 10, 2025. The changes are described as updates to modernize and clarify provisions related to virtual annual shareholder meetings and remote communications, and to update or remove outdated terminology.

The company notes that this is a governance and procedural update, and the full amended By-Laws are provided as an exhibit to the report for detailed reference.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

12/11/2025 - 06:11 PM

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):

December 10, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 10, 2025 (the “Effective Date”), the Board of Directors of W.W. Grainger, Inc. (the “Company”) approved amendments to the Company’s By-Laws (the “By-Laws”), effective as of the Effective Date. The amendments reflect updates to modernize and clarify certain provisions relating to virtual annual shareholder meetings and remote communications and update or remove outdated terminology.

The foregoing summary of the amendment to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

______________________________________________________________________

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 By-Laws of W.W. Grainger, Inc., as Amended

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: December 11, 2025


			W.W. GRAINGER, INC.

			By:			/s/ Paul Stanukinas
			Name:			Paul Stanukinas
			Title:			Vice President and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

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

W.W. Grainger reported that its board approved amendments to the company’s By-Laws, effective December 10, 2025, focusing on virtual annual shareholder meetings, remote communications, and updated terminology.

When did the new By-Law amendments of W.W. Grainger (GWW) become effective?

The amended By-Laws of W.W. Grainger became effective on December 10, 2025, the same date they were approved by the board of directors.

Why did W.W. Grainger (GWW) amend its By-Laws?

The amendments were made to modernize and clarify By-Law provisions related to virtual annual shareholder meetings and remote communications, and to update or remove outdated terminology.

Where can investors find the full text of W.W. Grainger’s amended By-Laws?

The full text of the amended By-Laws is included as Exhibit 3.1 to the report and is incorporated by reference.

Do the W.W. Grainger (GWW) By-Law changes involve financial terms or transactions?

The described amendments focus on governance topics such as virtual shareholder meetings and terminology updates and do not describe financial terms or major transactions.