W.W. GRAINGER, INC. — Director's Dealing 2025

Apr 3, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2025-04-01

Reporting Person: LeRoy Jonny M (SVP, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Common Stock	A	458	—	Acquired	2028	Direct
2025-04-01	Common Stock	F	61	$987.83	Disposed	1967	Direct
2025-04-01	Common Stock	F	82	$987.83	Disposed	1885	Direct
2025-04-01	Common Stock	F	90	$987.83	Disposed	1795	Direct
2025-04-01	Common Stock	A	711	—	Acquired	2506	Direct
2025-04-01	Common Stock	F	235	$987.83	Disposed	2271	Direct

Footnotes

F1: April 1, 2025 award of restricted stock units ("RSUs'). All RSU 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, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.

F2: The Reporting Person has reported certain prior awards of RSUs in Table II of Form 3. The total reported in Column 5 includes 458 newly awarded RSUs and 1,111 shares of common stock. The Reporting Person also holds 459 unvested RSUs that were previously reported in Table II of Form 3.

F3: 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 vests on April 1, 2026, and the remainder vests on April 1, 2027.

F4: 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 vests in three tranches, where 1/3 vested on April 1, 2024, 1/3 vested on April 1, 2025, and the remainder vests on April 1, 2026.

F5: Shares withheld for tax withholding for the partial settlement of the April 1, 2022 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, 2023, 1/3 vested on April 1, 2024, and the remainder vested on April 1, 2025.

F6: These were vested performance stock units ("PSUs"), granted on April 1, 2022. The Company's performance over the three-year period ended December 31, 2024 achieved a payout equal to 118% of the 2022 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 25, 2024, upon the earlier determination of the Compensation Committee of the Board.

F7: 2022 PSU Tax Witholding. Shares withheld for tax withholding for the PSU settlement described in footnote 6 above.