Grainger (NYSE: GWW) officer reports RSU tax share withholdings

Rhea-AI Filing Summary

W.W. Grainger’s Senior Vice President and Chief Legal Officer Nancy L. Berardinelli-Krantz reported routine share withholdings tied to restricted stock unit vesting. On February 1, 2025, 188 common shares were withheld at $1,062.67 per share for tax purposes. On February 1, 2026, a further 189 shares were withheld at $1,079.94 per share for the same award.

These transactions relate to a February 1, 2023 restricted stock unit grant that vests in three equal annual tranches on February 1 of 2024, 2025, and 2026. After the February 1, 2026 tax withholding, Berardinelli-Krantz directly beneficially owned 2,797 shares of Grainger common stock. The filing also notes that the February 1, 2025 vesting event was not reported at the time due to an administrative error.

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

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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 IL 60045

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/01/2025		F(1)		188	D	$1,062.67	2,986	D
Common Stock	02/01/2026		F(2)		189	D	$1,079.94	2,797	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. Shares withheld for tax withholding for the partial settlement of the February 1, 2023 award of restricted stock units (the "February Award"). The February Award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-to-one basis. The February Award vests in three equal tranches, with 1/3 vesting on each of February 1, 2024, February 1, 2025 and February 1, 2026. Due to an administrative error, the February 1, 2025 vesting was not reported at the time of vesting.

2. Shares withheld for tax withholding upon the February 1, 2026 vesting and partial settlement of the February Award, as described in footnote 1 above.

Remarks:

	/s/ Cherita Thomas, by POA from Nancy L. Berardinelli-Krantz, Sr. VP and CLO	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did W.W. Grainger (GWW) report for Nancy L. Berardinelli-Krantz?

The filing reports routine tax-related share withholdings for restricted stock units. On February 1, 2025 and February 1, 2026, Grainger common shares were withheld to cover taxes when portions of a 2023 restricted stock unit award vested.

How many W.W. Grainger (GWW) shares were withheld and at what prices?

A total of 188 Grainger common shares were withheld at $1,062.67 per share on February 1, 2025. Another 189 shares were withheld at $1,079.94 per share on February 1, 2026, both for tax withholding on a restricted stock unit award.

What equity award is referenced in Nancy L. Berardinelli-Krantz’s Form 4 for GWW?

The Form 4 references a February 1, 2023 restricted stock unit award. This “February Award” vests in three equal tranches, with one-third vesting on February 1 of 2024, 2025, and 2026, and is settled in unrestricted Grainger common shares on a one-to-one basis.

How many W.W. Grainger (GWW) shares does Nancy L. Berardinelli-Krantz own after the 2026 transaction?

Following the February 1, 2026 tax withholding transaction, Nancy L. Berardinelli-Krantz beneficially owned 2,797 shares of W.W. Grainger common stock directly. This figure reflects her holdings after the 189-share withholding reported in the Form 4.

Why does the W.W. Grainger (GWW) Form 4 mention an administrative error?

The filing states that the February 1, 2025 vesting of the restricted stock unit award was not reported at the time due to an administrative error. The current Form 4 therefore includes the 2025 tax withholding transaction alongside the 2026 withholding.

What is transaction code “F” in the W.W. Grainger (GWW) insider filing?

Transaction code “F” in the Form 4 indicates shares were withheld to pay taxes upon vesting of equity awards. In this case, Grainger shares were withheld from Nancy L. Berardinelli-Krantz’s restricted stock unit settlement to satisfy tax withholding obligations.