W.W. GRAINGER, INC. — Director's Dealing 2023

Oct 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2023-10-01

Reporting Person: Macpherson Donald G (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-01	Common Stock	A	8896	—	Acquired	96564	Direct
2023-10-01	Common Stock	F	3941	$691.84	Disposed	92623	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$276.64	2028-04-01	Common Stock (46063)	46063	Direct
Stock Option	$311.26	2029-03-31	Common Stock (30663)	30663	Direct

Footnotes

F1: These were performance vested restricted stock units ("PRSUs"), with a grant date of October 1, 2016, under the W. W. Grainger, Inc. (Grainger) 2015 Incentive Plan. The PRSUs subject to the grant were payable in shares of Grainger common stock upon vesting on October 1, 2023. Grainger's performance achieved a payout equal to 100% of target, as approved by the Board of Directors of the Company (the "Board") acting in executive session with only independent directors participating, upon the earlier determination of the Compensation Committee of the Board.

F2: Shares withheld for tax withholding for the PRSU settlement described in footnote 1 above.

F3: The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.