Why were multiple GWW share withholdings reported for Laurie R. Thomson’s RSU awards?

Multiple share withholdings reflect tax payments on different RSU awards vesting in stages. Shares were withheld to cover taxes on partial settlements of RSU grants from April 1, 2023, April 1, 2024 (including an off-cycle grant), and April 1, 2025, each vesting across several annual tranches.

Grainger (NYSE: GWW) VP logs stock grants and tax withholdings in Form 4

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

W.W. Grainger VP and Controller Laurie R. Thomson reported compensation-related stock activity, not open-market trading. On April 1, 2026, she received two grants of common stock awards totaling 268 shares, including vested performance stock units from a 2023 award and a new restricted stock unit grant.

To cover tax obligations on these settlements, 134 shares of common stock were withheld at a price of $1,090.81 per share through multiple tax-withholding dispositions. After all grants and withholdings, Thomson directly owns 785 shares of W.W. Grainger common stock.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Thomson Laurie R

Role VP, Controller

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	150	$0.00	--
Tax Withholding	Common Stock	44	$1,090.81	$48K
Grant/Award	Common Stock	118	$0.00	--
Tax Withholding	Common Stock	17	$1,090.81	$19K
Tax Withholding	Common Stock	12	$1,090.81	$13K
Tax Withholding	Common Stock	49	$1,090.81	$53K
Tax Withholding	Common Stock	12	$1,090.81	$13K

Holdings After Transaction: Common Stock — 728 shares (Direct)

Footnotes (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, 2024 Off-Cycle award of RSUs. 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 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.

Key Figures

Tax-withheld shares: 134 shares Withholding price: $1,090.81 per share Performance stock unit payout: 90% of target +3 more

6 metrics

Tax-withheld shares 134 shares Total shares withheld for tax obligations on April 1, 2026

Withholding price $1,090.81 per share Price used for tax-withholding dispositions of common stock

Performance stock unit payout 90% of target Payout level for 2023 PSU program over three-year period

New RSU award 150 shares Restricted stock units granted on April 1, 2026

Additional RSU-related shares 118 shares Shares from another RSU-related acquisition on April 1, 2026

Post-transaction holdings 785 shares Direct ownership of W.W. Grainger common stock after all transactions

Key Terms

performance stock units, restricted stock units, tax withholding, Off-Cycle award, +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.

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.

Off-Cycle award financial

"partial settlement of the April 1, 2024 Off-Cycle award of RSUs."

PSU program target financial

"achieved a payout equal to 90% of the 2023 PSU program target"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:42 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^*

Thomson Laurie R

(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)
	VP, Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		A⁽¹⁾		150	A	$0	728	D
Common Stock	04/01/2026		F⁽²⁾		44	D	$1,090.81	684	D
Common Stock	04/01/2026		A⁽³⁾		118	A	$0	802	D
Common Stock	04/01/2026		F⁽⁴⁾		17	D	$1,090.81	785	D
Common Stock	04/01/2026		F⁽⁵⁾		12	D	$1,090.81	773	D
Common Stock	04/01/2026		F⁽⁶⁾		49	D	$1,090.81	724	D
Common Stock	04/01/2026		F⁽⁷⁾		12	D	$1,090.81	712	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. 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, 2024 Off-Cycle award of RSUs. 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 vested on April 1, 2025, 1/3 vested on April 1, 2026, and the remainder vests on April 1, 2027.

7. 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 Laurie R. Thomson, VP, Controller	04/02/2026
	** 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 transactions did GWW executive Laurie R. Thomson report on April 1, 2026?

Laurie R. Thomson reported stock awards and tax-related share withholdings on April 1, 2026. She received 268 common shares via performance and restricted stock awards, while 134 shares were withheld at $1,090.81 per share to satisfy tax obligations tied to those equity settlements.

Were Laurie R. Thomson’s GWW Form 4 transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They reflect equity compensation grants and tax-withholding dispositions, where shares were withheld at $1,090.81 per share to cover tax liabilities on vested performance stock units and restricted stock unit settlements.

How many W.W. Grainger (GWW) shares does Laurie R. Thomson hold after these transactions?

After the April 1, 2026 equity grants and tax withholdings, Laurie R. Thomson directly holds 785 shares of W.W. Grainger common stock. This figure reflects all reported acquisitions and tax-withholding dispositions disclosed in the Form 4 for that transaction date.

What performance outcome drove the vested performance stock units for GWW’s Laurie R. Thomson?

The vested performance stock units were based on the company’s three-year performance through December 31, 2025. That performance achieved a payout equal to 90% of the 2023 PSU program target, as approved by W.W. Grainger’s independent directors and its Compensation Committee in February 2026.

What are the vesting terms of Laurie R. Thomson’s new GWW restricted stock units?

The April 1, 2026 restricted stock unit award vests in three equal tranches. One-third vests on April 1, 2027, another third on April 1, 2028, and the final third on April 1, 2029, settling in unrestricted common stock on a one-for-one share basis.