Grainger (NYSE: GWW) HR chief’s RSU vesting triggers 522-share tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

W.W. Grainger SVP & Chief HR Officer Melanie J. Tinto reported routine share dispositions related to tax withholding, not open-market selling. On May 1, 2026, a total of 522 shares of common stock were withheld at $1,161.35 per share to cover taxes on vesting restricted stock units.

These shares relate to a May 1, 2025 RSU award that is settling in unrestricted common stock on a one-for-one basis. The award vests in tranches through May 1, 2028, so additional vesting and associated tax-withholding events may occur over time.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Tinto Melanie J

Role SVP & Chief HR Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	109	$1,161.35	$127K
Tax Withholding	Common Stock	413	$1,161.35	$480K

Holdings After Transaction: Common Stock — 3,536 shares (Direct, null)

Footnotes (1)

Shares withheld for tax withholding for the partial settlement of the May 1, 2025 award of restricted stock units (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 May 1, 2026, 1/3 vests on May 1, 2027, and the remainder vests on May 1, 2028. Shares withheld for tax withholding for the partial settlement of the May 1, 2025 award of restricted stock units (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 1/2 vested on May 1, 2026, 1/4 vests on May 1, 2027, and the remainder vests on May 1, 2028.

Key Figures

Tax-withholding shares: 522 shares First withholding block: 413 shares Second withholding block: 109 shares +3 more

6 metrics

Tax-withholding shares 522 shares Common stock withheld for taxes on RSU vesting May 1, 2026

First withholding block 413 shares Common stock tax-withholding disposition on May 1, 2026

Second withholding block 109 shares Common stock tax-withholding disposition on May 1, 2026

Reference share price $1,161.35 per share Value applied to both tax-withholding transactions

RSU grant date May 1, 2025 Restricted stock unit award underlying the withheld shares

Final vesting date May 1, 2028 Last tranche of the May 1, 2025 RSU award vests

Key Terms

restricted stock units (RSUs), tax-withholding disposition, unrestricted shares of common stock, vests in three tranches, +1 more

5 terms

restricted stock units (RSUs) financial

"the May 1, 2025 award of restricted stock units (RSUs). The RSU award will be settled"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition", "transaction_code_description""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

unrestricted shares of common stock financial

"settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis"

vests in three tranches financial

"This award vests in three tranches, where 1/3 vested on May 1, 2026"

Form 4 regulatory

"INSIDER FILING DATA (Form 4): {"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 05:15 PM

SEC Form 4

FORM 4

UNITED 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^*

Tinto Melanie J

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief HR Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		F⁽¹⁾		109	D	$1,161.35	3,536	D
Common Stock	05/01/2026		F⁽²⁾		413	D	$1,161.35	3,123	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld for tax withholding for the partial settlement of the May 1, 2025 award of restricted stock units (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 May 1, 2026, 1/3 vests on May 1, 2027, and the remainder vests on May 1, 2028.

2. Shares withheld for tax withholding for the partial settlement of the May 1, 2025 award of restricted stock units (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 1/2 vested on May 1, 2026, 1/4 vests on May 1, 2027, and the remainder vests on May 1, 2028.

Remarks:

	/s/ Cherita Thomas, by POA from Melanie J. Tinto, SVP & Chief HR Officer	05/05/2026
	** Signature of Reporting Person	Date
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 insider transaction did W.W. Grainger (GWW) report for Melanie J. Tinto?

W.W. Grainger reported that SVP & Chief HR Officer Melanie J. Tinto had shares withheld for tax obligations. On May 1, 2026, 522 common shares were disposed of as tax-withholding related to vesting restricted stock units, not as an open-market sale.

How many W.W. Grainger (GWW) shares were involved in Melanie Tinto’s Form 4 filing?

The filing shows a total of 522 W.W. Grainger common shares used for tax withholding. These came from two transactions of 413 and 109 shares each, both tied to the settlement of a restricted stock unit award granted on May 1, 2025.

At what price were W.W. Grainger (GWW) shares valued for the tax-withholding in this Form 4?

Each share involved in the tax-withholding disposition was valued at $1,161.35. This price is used in the Form 4 to calculate the value of the 522 W.W. Grainger common shares withheld to cover tax liabilities on the vesting RSUs.

Was Melanie Tinto’s W.W. Grainger (GWW) Form 4 an open-market sale of stock?

No, the Form 4 reflects tax-withholding dispositions, not an open-market sale. Shares were withheld by the company to satisfy tax liabilities upon vesting of restricted stock units, a common administrative process in equity compensation plans rather than a discretionary stock sale.

What equity award is behind Melanie Tinto’s W.W. Grainger (GWW) tax-withholding transaction?

The tax-withholding relates to a restricted stock unit award granted on May 1, 2025. According to the footnotes, this RSU award vests in tranches between May 1, 2026 and May 1, 2028 and settles in unrestricted W.W. Grainger common shares on a one-for-one basis.

How do Melanie Tinto’s W.W. Grainger (GWW) RSUs vest over time?

Footnotes describe tranches of the May 1, 2025 RSU award vesting over three years. Portions vested on May 1, 2026, with additional tranches vesting on May 1, 2027 and May 1, 2028, leading to periodic share delivery and related tax-withholding events.