GWW (GWW) CFO Merriwether reports equity awards and Rule 10b5-1 stock sales
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
W.W. Grainger, Inc. Sr. VP & CFO Deidra C. Merriwether reported a mix of equity awards, tax-related share withholdings, and open-market sales of common stock. On April 1, she received 1,327 vested performance stock units and a 1,619-share restricted stock unit award, tied to prior and new long-term incentive grants. The performance stock units reflected company results over the three-year period ended December 31, 2025, achieving a 90% payout of the 2023 PSU program target. Several blocks of shares, totaling 1,152, were withheld at a price of $1,090.81 per share to cover tax obligations on PSU and RSU settlements. On April 2, she executed open-market sales totaling 1,488 shares at prices including $1,097.27, $1,112.41, and $1,122.39 per share under a Rule 10b5-1 trading program adopted on December 23, 2025, and finished with 10,541 shares of common stock held directly.
Positive
- None.
Negative
- None.
Insights
CFO reported routine equity awards, tax withholdings, and pre-planned stock sales.
Deidra C. Merriwether, Sr. VP & CFO of W.W. Grainger, Inc., reported grants of performance stock units and restricted stock units, along with related tax withholdings and open-market sales of common stock. The performance stock units paid out at 90% of the 2023 program target for the three-year period ended December 31, 2025.
The filing shows non-discretionary tax-withholding dispositions totaling 1,152 shares at $1,090.81 per share and open-market sales of 1,488 shares at prices around $1,100 per share. Footnotes state these sales were executed under a Rule 10b5-1 trading program adopted on December 23, 2025, indicating a pre-planned arrangement.
Following these transactions, Merriwether directly holds 10,541 shares of common stock. Given the combination of compensation-related grants, routine tax withholdings, and pre-planned sales, this Form 4 appears consistent with ongoing equity compensation and portfolio management rather than a major change in ownership posture.
Insider Trade Summary 10b5-1
Net Seller: 1,488 shares ($1,658,042)
Net Sell
18 txns
Insider
Merriwether Deidra C
Role
Sr. VP & CFO
Sold
1,488 shs ($1.66M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 80 | $1,097.27 | $88K |
| Sale | Common Stock | 40 | $1,102.26 | $44K |
| Sale | Common Stock | 40 | $1,107.77 | $44K |
| Sale | Common Stock | 40 | $1,110.08 | $44K |
| Sale | Common Stock | 280 | $1,112.41 | $311K |
| Sale | Common Stock | 120 | $1,113.93 | $134K |
| Sale | Common Stock | 240 | $1,115.43 | $268K |
| Sale | Common Stock | 128 | $1,116.81 | $143K |
| Sale | Common Stock | 280 | $1,117.83 | $313K |
| Sale | Common Stock | 160 | $1,118.61 | $179K |
| Sale | Common Stock | 40 | $1,119.73 | $45K |
| Sale | Common Stock | 40 | $1,122.39 | $45K |
| Grant/Award | Common Stock | 1,327 | $0.00 | -- |
| Tax Withholding | Common Stock | 569 | $1,090.81 | $621K |
| Grant/Award | Common Stock | 1,619 | $0.00 | -- |
| Tax Withholding | Common Stock | 218 | $1,090.81 | $238K |
| Tax Withholding | Common Stock | 164 | $1,090.81 | $179K |
| Tax Withholding | Common Stock | 201 | $1,090.81 | $219K |
Holdings After Transaction:
Common Stock — 11,949 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, 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. Transaction pursuant to Rule 10b5-1 trading program adopted on December 23, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,112.10 to $1,112.88, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (8) through (13). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,113.87 to $1,114.05, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,115.07 to $1,115.76, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,116.24 to $1,117.23, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,117.35 to $1,118.17, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,118.37 to $1,119.22, inclusive.
Key Figures
Shares sold: 1,488 shares
Sale prices: $1,097.27–$1,122.39/share
PSU payout level: 90% of target
+4 more
7 metrics
Shares sold
1,488 shares
Open-market sales of common stock on April 2, 2026
Sale prices
$1,097.27–$1,122.39/share
Reported individual transaction prices for April 2, 2026 sales
PSU payout level
90% of target
2023 PSU program for three-year period ended December 31, 2025
New RSU award
1,619 units
Restricted stock unit grant on April 1, 2026
PSU shares vested
1,327 shares
Vested performance stock units granted April 1, 2023
Tax-withheld shares
1,152 shares
Withheld at $1,090.81/share for PSU and RSU settlements
Shares held after
10,541 shares
Direct common stock ownership following latest transaction
Key Terms
performance stock units, restricted stock units, Rule 10b5-1 trading program, weighted average price, +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.
Rule 10b5-1 trading program financial
"Transaction pursuant to Rule 10b5-1 trading program adopted on December 23, 2025."
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
FAQ
What did GWW CFO Deidra Merriwether report in this Form 4?
She reported equity awards, tax-related share withholdings, and open-market stock sales. The filing includes vested performance stock units, a new restricted stock unit grant, shares withheld for taxes, and multiple open-market sales executed under a pre-arranged Rule 10b5-1 trading program.
Were the GWW CFO’s stock sales under a Rule 10b5-1 trading plan?
Yes. A footnote states the transactions were made pursuant to a Rule 10b5-1 trading program adopted on December 23, 2025. Such plans pre-schedule trades, making the timing more routine and less reflective of short-term views on W.W. Grainger’s share price.
What performance did W.W. Grainger’s PSUs achieve for the CFO’s award?
The performance stock units granted April 1, 2023 paid out at 90% of their target level. This payout was based on the company’s performance over the three-year period ended December 31, 2025, as approved by the Board’s independent directors and its Compensation Committee.
What new restricted stock units did the GWW CFO receive and when do they vest?
On April 1, 2026, she received an award of 1,619 restricted stock units. These RSUs vest in three tranches: one-third on April 1, 2027, one-third on April 1, 2028, and the final third on April 1, 2029, settling one-for-one in common shares.