Grainger (NYSE: GWW) CLO gets PSU and RSU awards; shares withheld for taxes

Rhea-AI Filing Summary

W.W. Grainger, Inc. senior vice president and chief legal officer Nancy L. Berardinelli Krantz reported equity compensation activity in company common stock. On April 1, 2026 she received 863 shares from vested performance stock units tied to a 2023 award and 903 shares from a new restricted stock unit grant, both at no cash cost to her.

To cover tax obligations on these PSU and RSU settlements, 772 shares were withheld at a value of $1,090.81 per share. After these routine compensation-related transactions, she directly holds 3,791 shares of Grainger common stock.

Insights

Equity Compensation Analyst

Routine stock awards and tax withholding, not open-market trading.

Berardinelli Krantz, Grainger's senior vice president and chief legal officer, received equity compensation in the form of vested performance stock units and a new restricted stock unit award. These awards increase her direct stake in W.W. Grainger, Inc. common stock.

The filing also shows 772 shares withheld at $1,090.81 per share to satisfy tax obligations on PSU and RSU settlements. Such F-code transactions are mechanical tax payments, not discretionary stock sales, and do not signal a change in market view.

After these transactions, she holds 3,791 shares directly, with no remaining derivative positions listed. Overall, this reflects standard executive compensation practices rather than a directional bet on April 1, 2026.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Berardinelli Krantz Nancy L

Role Sr. VP & CLO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	863	$0.00	--
Tax Withholding	Common Stock	383	$1,090.81	$418K
Grant/Award	Common Stock	903	$0.00	--
Tax Withholding	Common Stock	142	$1,090.81	$155K
Tax Withholding	Common Stock	119	$1,090.81	$130K
Tax Withholding	Common Stock	128	$1,090.81	$140K

Holdings After Transaction: Common Stock — 3,660 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.

Key Figures

PSU shares vested: 863 shares New RSU award: 903 shares Shares withheld for taxes: 772 shares +3 more

6 metrics

PSU shares vested 863 shares Vested performance stock units from 2023 award

New RSU award 903 shares Restricted stock units granted April 1, 2026

Shares withheld for taxes 772 shares Tax withholding on PSU and RSU settlements

Tax withholding value per share $1,090.81 per share Value used for F-code withholding transactions

Shares held after transactions 3,791 shares Direct ownership after reported Form 4 entries

PSU payout level 90% of target 2023 PSU program based on performance through Dec. 31, 2025

Key Terms

performance stock units, PSU program target, restricted stock units, tax withholding, +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.

PSU program target financial

"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.

vests in three tranches financial

"This award will vest in three tranches, where 1/3 vests on April 1, 2027"

Form 4 Insider Transactions: What Each Field Means →

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^*

Berardinelli Krantz Nancy L

(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)
	Sr. VP & CLO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A(1)		863	A	$0	3,660	D
Common Stock	04/01/2026		F(2)		383	D	$1,090.81	3,277	D
Common Stock	04/01/2026		A(3)		903	A	$0	4,180	D
Common Stock	04/01/2026		F(4)		142	D	$1,090.81	4,038	D
Common Stock	04/01/2026		F(5)		119	D	$1,090.81	3,919	D
Common Stock	04/01/2026		F(6)		128	D	$1,090.81	3,791	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 Nancy L. Berardinelli-Krantz, Sr. VP and CLO	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)

FAQ

What insider stock transactions did GWW executive Nancy Berardinelli Krantz report?

She reported routine equity compensation activity, receiving 863 vested performance stock unit shares and a 903-share restricted stock unit award. In connection with these settlements, shares were withheld to cover tax obligations, reflecting standard executive compensation rather than open-market trading.

How many W.W. Grainger (GWW) shares were withheld for taxes in this Form 4?

A total of 772 W.W. Grainger common shares were withheld for tax obligations at a value of $1,090.81 per share. These F-code transactions are tax-withholding events, not open-market sales, and are tied to settling PSU and RSU awards granted previously.

What performance outcome triggered the GWW 2023 PSU payout for Nancy Berardinelli Krantz?

The 2023 performance stock unit award paid out at 90% of target based on company performance over the three-year period ending December 31, 2025. This payout level was approved by Grainger’s Board of Directors, acting in executive session with only independent directors participating.

What are the vesting terms of the new RSU award reported for GWW’s CLO?

The April 1, 2026 restricted stock unit award vests in three equal tranches: one-third on April 1, 2027, one-third on April 1, 2028, and the remaining third on April 1, 2029. Each RSU will settle into one unrestricted share of common stock upon vesting.

How many W.W. Grainger shares does Nancy Berardinelli Krantz hold after these transactions?

Following the reported grant, PSU settlement, and related tax withholding, she directly holds 3,791 shares of W.W. Grainger common stock. This figure reflects her post-transaction ownership as shown in the Form 4’s share-balance fields for non-derivative holdings.

Were any of the GWW insider transactions open-market buys or sells?

No open-market purchases or sales were reported. The Form 4 shows A-code grant and award acquisitions plus F-code tax-withholding dispositions. These entries represent compensation and tax mechanics rather than discretionary buying or selling in the market.