Grainger CEO reports stock awards and tax withholdings
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Form Type
4
Rhea-AI Filing Summary
W.W. Grainger, Inc. Chairman and CEO Donald G. Macpherson reported equity compensation transactions in company common stock. He received 5,292 shares from vested performance stock units granted on April 1, 2023, after the company’s performance over the three-year period ended December 31, 2025 produced a 90% payout of the 2023 PSU program target.
On April 1, 2026 he was also granted 3,461 restricted stock units, which will vest in three equal annual tranches from 2027 through 2029 and settle in unrestricted common shares. To cover tax obligations on PSU and RSU settlements, a total of 3,898 shares were withheld at $1,090.81 per share. Following these compensation-related grants and tax withholdings, he directly holds 108,740 shares of Grainger common stock.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Macpherson Donald G
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 5,292 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 2,345 | $1,090.81 | $2.56M |
| Grant/Award | Common Stock | 3,461 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 580 | $1,090.81 | $633K |
| Exercise Price or Tax Liability | Common Stock | 460 | $1,090.81 | $502K |
| Exercise Price or Tax Liability | Common Stock | 513 | $1,090.81 | $560K |
Holdings After Transaction:
Common Stock — 108,740 shares (Direct)
Footnotes (6)
- F1. These were vested performance stock units ("PSUs"), granted on April 1, 2023. The Company's performance over the three-year period ended December 31, 2025 achieved a payout equal to 90% of the 2023 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 18, 2026 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.
- F3. April 1, 2026 award of restricted stock units ("RSU"). 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, 2027, 1/3 vests on April 1, 2028, and the remainder vests on April 1, 2029.
- F4. 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 vested in three tranches, where 1/3 vested on April 1, 2024, 1/3 vested on April 1, 2025, and the remainder vested on April 1, 2026.
- F5. 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 vested on April 1, 2026, and the remainder vests on April 1, 2027.
- F6. Shares withheld for tax withholding for the partial settlement of the April 1, 2025 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, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.
Key Figures
PSU shares vested: 5,292 shares
PSU payout level: 90% of target
New RSU award: 3,461 units
+3 more
6 metrics
PSU shares vested
5,292 shares
Vested performance stock units from April 1, 2023 grant
PSU payout level
90% of target
2023 PSU program over three-year period ended December 31, 2025
New RSU award
3,461 units
RSUs granted April 1, 2026, vesting 2027–2029
Shares withheld for taxes
3,898 shares
Tax-withholding dispositions related to PSU and RSU settlements
Tax withholding price
$1,090.81 per share
Price used for F-code tax-withholding share dispositions
Shares held after transactions
108,740 shares
Direct holdings following April 1, 2026 transactions
Key Terms
performance stock units, PSU program target, restricted stock units, tax withholding, +1 more
5 terms
performance stock units financial
"These were vested performance stock units ("PSUs"), granted on April 1, 2023."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
PSU program target financial
"The Company's performance ... achieved a payout equal to 90% of the 2023 PSU program target"
restricted stock units financial
"April 1, 2026 award of restricted stock units ("RSU")."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding financial
"Shares withheld for tax withholding for the PSU settlement described in footnote 1."
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
Compensation Committee financial
"as approved by the Board ... upon the earlier determination of the Compensation Committee of the Board."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity awards did Grainger (GWW) CEO Donald Macpherson receive?
Donald Macpherson received 5,292 common shares from vested performance stock units and a new grant of 3,461 restricted stock units. The RSUs settle one-for-one in common stock and vest in three annual tranches beginning April 1, 2027.
How were Grainger (GWW) performance stock units for the CEO determined?
The performance stock units granted on April 1, 2023 vested based on company performance over three years ending December 31, 2025. That performance produced a 90% payout of the 2023 PSU program target, as approved by Grainger’s independent directors and Compensation Committee.
What is the vesting schedule for Grainger (GWW) CEO’s new RSUs?
The April 1, 2026 RSU award to the CEO vests in three tranches: one-third on April 1, 2027, one-third on April 1, 2028, and the remainder on April 1, 2029. Each vested RSU will be settled in one unrestricted share of common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
