STOCK TITAN

W.W. Grainger (NYSE: GWW) SVP logs equity awards and tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

W.W. Grainger Sr. VP Paige K. Robbins reported compensation-related stock activity, not open‑market trading. On April 1, 2026, Robbins received 1,327 vested performance stock units and a separate 1,134‑share restricted stock unit award, both settling in common stock.

To cover tax obligations on these and prior RSU vestings, the company withheld 547, 218, 156, and 166 shares at a price of $1,090.81 per share, totaling 1,087 shares. After these transactions, Robbins holds 3,689 shares directly and 16,004 shares indirectly through a family trust, over which Robbins has voting and investment power.

Positive

  • None.

Negative

  • None.

Insights

These entries reflect routine stock awards and tax withholding, not open‑market trading.

Sr. VP Paige K. Robbins received common stock through vested performance stock units and a new restricted stock unit grant. Form 4 codes show awards (A) and tax withholding dispositions (F), consistent with normal executive equity compensation practices.

The company withheld 1,087 shares at $1,090.81 per share to satisfy tax liabilities tied to PSU and RSU settlements. Robbins still holds 3,689 shares directly plus 16,004 shares via a family trust, indicating these are modest, mechanistic adjustments rather than directional trading.

Insider Robbins Paige K
Role Sr. VP
Type Security Shares Price Value
Grant/Award Common Stock 1,327 $0.00 --
Tax Withholding Common Stock 547 $1,090.81 $597K
Grant/Award Common Stock 1,134 $0.00 --
Tax Withholding Common Stock 218 $1,090.81 $238K
Tax Withholding Common Stock 156 $1,090.81 $170K
Tax Withholding Common Stock 166 $1,090.81 $181K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,642 shares (Direct); Common Stock — 16,004 shares (Indirect, Family Trust)
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. Family trust. The reporting person has voting and investment power with respect to the shares.
PSU shares vested 1,327 shares Vested performance stock units settled in stock on April 1, 2026
New RSU award 1,134 shares Restricted stock units granted April 1, 2026
Tax withholding shares 1,087 shares Shares withheld to cover taxes on PSU and RSU settlements
Tax withholding price $1,090.81 per share Price used for multiple F-code withholding entries
Direct holdings after transactions 3,689 shares Common stock held directly by Paige Robbins after April 1, 2026
Family trust holdings 16,004 shares Common stock held indirectly via family trust, with voting and investment power
PSU payout level 90% of target 2023 PSU program payout for three-year period ended Dec. 31, 2025
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.
PSUs financial
"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"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
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.
RSU financial
"The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock"
Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.
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.
Family trust financial
"Family trust. The reporting person has voting and investment power with respect to the shares."
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*
Robbins Paige K

(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)
Sr. VP
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)1,327A$03,642D
Common Stock04/01/2026F(2)547D$1,090.813,095D
Common Stock04/01/2026A(3)1,134A$04,229D
Common Stock04/01/2026F(4)218D$1,090.814,011D
Common Stock04/01/2026F(5)156D$1,090.813,855D
Common Stock04/01/2026F(6)166D$1,090.813,689D
Common Stock16,004IFamily Trust(7)
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.
7. Family trust. The reporting person has voting and investment power with respect to the shares.
Remarks:
/s/ Cherita Thomas, by POA from Paige K. Robbins, Sr. VP04/02/2026
** 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)

FAQ

What did W.W. Grainger (GWW) executive Paige Robbins report on this Form 4?

Paige K. Robbins reported stock awards and related tax withholding. She received vested performance stock units and a new restricted stock unit grant, while the company withheld shares to cover tax obligations, all involving W.W. Grainger common stock on April 1, 2026.

How many W.W. Grainger shares did Paige Robbins acquire through awards on April 1, 2026?

Robbins acquired 1,327 shares from vested performance stock units and 1,134 shares from a new restricted stock unit award. Both awards are settled in W.W. Grainger common stock on a one‑for‑one basis after vesting under the company’s equity programs.

Why were W.W. Grainger shares disposed of in Paige Robbins’ Form 4 filing?

Shares were withheld to pay taxes on PSU and RSU settlements, not sold in the market. Four tax‑withholding entries totaled 1,087 shares, each priced at $1,090.81, reflecting automatic share withholding to satisfy related tax liabilities for these equity awards.

What performance result affected Paige Robbins’ PSU payout at W.W. Grainger (GWW)?

The performance stock units granted April 1, 2023 paid out at 90% of target. This followed the company’s performance over the three‑year period ended December 31, 2025, as approved by W.W. Grainger’s independent directors in executive session on February 18, 2026.

How many W.W. Grainger shares does Paige Robbins hold after these transactions?

After the reported transactions, Robbins holds 3,689 W.W. Grainger shares directly and 16,004 shares indirectly through a family trust. The filing notes she has voting and investment power over the family trust shares, reflecting a significant ongoing equity stake.

How do the new W.W. Grainger RSUs granted to Paige Robbins vest over time?

The April 1, 2026 restricted stock unit award vests in three tranches. One‑third vests on April 1, 2027, another third on April 1, 2028, and the remaining portion on April 1, 2029, with each vested unit settling into one common share.