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

Apr 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2023-04-01

Reporting Person: Carroll Kathleen S (SVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Common Stock	A	855	$0.00	Acquired	4130	Direct
2023-04-01	Common Stock	F	379	$688.81	Disposed	3751	Direct
2023-04-01	Common Stock	A	848	$0.00	Acquired	4599	Direct
2023-04-01	Common Stock	F	103	$688.81	Disposed	4496	Direct
2023-04-01	Common Stock	F	80	$688.81	Disposed	4416	Direct
2023-04-01	Common Stock	F	148	$688.81	Disposed	4268	Direct

Footnotes

F1: These were performance vested stock units ("PSUs"), granted on January 1, 2020. The Company's performance over the three-year period ended December 31, 2022 achieved a payout equal to 123% of the 2020 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 15, 2023, upon the earlier determination of the Compensation Committee of the Board.

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

F3: April 1, 2023 award of restricted stock units to 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, 2024, 1/3 vests on April 1, 2025, and the remainder vests on April 1, 2026.

F4: Shares withheld for tax withholding for the partial settlement of the 4/1/2020 award of restricted stock units (RSUs). The RSU award is to 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, 2021, 1/3 vests on April 1, 2022, and the remainder vests on April 1, 2023.

F5: Shares withheld for tax withholding for the partial settlement of the 4/1/2021 award of restricted stock units (RSUs). The RSU award is to 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, 2022, 1/3 vests on April 1, 2023, and the remainder vests on April 1, 2024.

F6: Shares withheld for tax withholding for the partial settlement of the 4/1/2022 award of restricted stock units (RSUs). The RSU award is to 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, 2023, 1/3 vests on April 1, 2024, and the remainder vests on April 1, 2025.