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Grainger (NYSE: GWW) CTO gets PSU payout and new RSU grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

W.W. Grainger SVP and CTO Jonny M. LeRoy reported equity compensation activity involving common stock. On April 1, 2026, he received two awards of 498 shares each. One reflects vested performance stock units from an April 1, 2023 grant, where company performance over the three-year period ended December 31, 2025 achieved a 90% payout of the 2023 PSU program target. The other is a new restricted stock unit award that will vest in three equal annual tranches starting April 1, 2027.

The filing also shows 359 shares withheld at $1,090.81 per share to cover tax obligations tied to PSU and RSU settlements, which is a non-market disposition rather than an open-market sale. After these transactions, LeRoy directly owned 2,408 shares of Grainger common stock.

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Insider LeRoy Jonny M
Role SVP, Chief Technology Officer
Type Security Shares Price Value
Grant/Award Common Stock 498 $0.00 --
Tax Withholding Common Stock 148 $1,090.81 $161K
Grant/Award Common Stock 498 $0.00 --
Tax Withholding Common Stock 82 $1,090.81 $89K
Tax Withholding Common Stock 61 $1,090.81 $67K
Tax Withholding Common Stock 68 $1,090.81 $74K
Holdings After Transaction: Common Stock — 2,269 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 498 shares Vested performance stock units from April 1, 2023 grant
New RSU award 498 shares Restricted stock units granted April 1, 2026
Tax withholding shares 359 shares Shares withheld to cover tax obligations on PSU and RSU settlements
Withholding price $1,090.81 per share Price used for tax-withholding dispositions
Post-transaction holdings 2,408 shares Direct common stock owned after April 1, 2026 transactions
PSU payout level 90% of target Payout under 2023 PSU program based on 3-year performance
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
"achieved a payout equal to 90% of the 2023 PSU program target"
restricted stock units financial
"award of restricted stock units ("RSU"). All RSUs will be settled after vesting"
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.
unrestricted shares of common stock financial
"settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis."
Compensation Committee financial
"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*
LeRoy Jonny M
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Technology Officer
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)498A$02,269D
Common Stock04/01/2026F(2)148D$1,090.812,121D
Common Stock04/01/2026A(3)498A$02,619D
Common Stock04/01/2026F(4)82D$1,090.812,537D
Common Stock04/01/2026F(5)61D$1,090.812,476D
Common Stock04/01/2026F(6)68D$1,090.812,408D
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 Jonny M LeRoy, Sr. VP and Chief Technology Officer04/02/2026
** 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 did W.W. Grainger (GWW) disclose about Jonny LeRoy’s recent stock awards?

Grainger reported that SVP and CTO Jonny M. LeRoy received two stock awards of 498 common shares each. One came from vested 2023 performance stock units, and the other is a new restricted stock unit grant vesting annually from 2027 through 2029.

How did performance affect the 2023 PSU payout for W.W. Grainger (GWW)?

The company’s performance over the three-year period ended December 31, 2025 resulted in a payout equal to 90% of the 2023 performance stock unit program target, as approved by Grainger’s independent directors in executive session.

Were any of Jonny LeRoy’s W.W. Grainger (GWW) shares sold on the market?

No open-market sales were reported. The filing shows 359 shares withheld at $1,090.81 per share solely to satisfy tax obligations related to PSU and RSU settlements, which is treated as a tax-withholding disposition, not a discretionary market sale.

What are the vesting terms of Jonny LeRoy’s new RSU award at W.W. Grainger (GWW)?

The April 1, 2026 restricted stock unit award will be settled in unrestricted common shares on a one-for-one basis. It vests in three equal tranches on April 1, 2027, April 1, 2028, and April 1, 2029, subject to continued service.

How many W.W. Grainger (GWW) shares does Jonny LeRoy hold after these transactions?

Following the reported PSU settlements, new RSU grant, and tax-withholding share dispositions, Jonny M. LeRoy directly holds 2,408 shares of W.W. Grainger common stock, as reflected in the post-transaction ownership figures in the filing.

Why were multiple W.W. Grainger (GWW) RSU awards settled with share withholding?

Footnotes explain that shares were withheld to cover taxes on partial settlements of RSU awards granted in 2023, 2024, and 2025. Each RSU grant vests in three annual tranches and is settled in unrestricted Grainger common shares on a one-for-one basis.