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Grainger (NYSE: GWW) CEO receives stock awards, shares withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
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.

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Insider Macpherson Donald G
Role Chairman and CEO
Type Security Shares Price Value
Grant/Award Common Stock 5,292 $0.00 --
Tax Withholding Common Stock 2,345 $1,090.81 $2.56M
Grant/Award Common Stock 3,461 $0.00 --
Tax Withholding Common Stock 580 $1,090.81 $633K
Tax Withholding Common Stock 460 $1,090.81 $502K
Tax Withholding Common Stock 513 $1,090.81 $560K
Holdings After Transaction: Common Stock — 109,177 shares (Direct)
Footnotes (1)
  1. 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. Shares withheld for tax withholding for the PSU settlement described in footnote 1. 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. 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. 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. 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.
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
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Macpherson Donald G
(Last)(First)(Middle)
100 GRAINGER PARKWAY
(Street)
LAKE FOREST ILLINOIS 60045
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
W.W. GRAINGER, INC. [ GWW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A(1)5,292A$0109,177D
Common Stock04/01/2026F(2)2,345D$1,090.81106,832D
Common Stock04/01/2026A(3)3,461A$0110,293D
Common Stock04/01/2026F(4)580D$1,090.81109,713D
Common Stock04/01/2026F(5)460D$1,090.81109,253D
Common Stock04/01/2026F(6)513D$1,090.81108,740D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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.
2. Shares withheld for tax withholding for the PSU settlement described in footnote 1.
3. 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.
4. 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.
5. 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.
6. 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.
Remarks:
/s/ Cherita Thomas, by POA from Donald G. Macpherson, Chairman and CEO04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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.

Why were Grainger (GWW) shares withheld in the CEO’s Form 4 filing?

A total of 3,898 shares were withheld to satisfy tax obligations related to PSU and RSU settlements. These dispositions, coded “F,” represent shares delivered back to the company for tax withholding at a price of $1,090.81 per share, not open-market sales.

How many Grainger (GWW) shares does the CEO hold after these transactions?

After the reported grants and tax-withholding entries on April 1, 2026, Donald Macpherson directly holds 108,740 shares of W.W. Grainger common stock. This figure reflects net holdings following both the equity awards and related tax-withholding share dispositions.