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: Robbins Paige K (Sr. VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Common Stock	A	2012	—	Acquired	6391	Direct
2025-04-01	Common Stock	F	848	$987.83	Disposed	5543	Direct
2025-04-01	Common Stock	A	1119	—	Acquired	6662	Direct
2025-04-01	Common Stock	F	253	$987.83	Disposed	6409	Direct
2025-04-01	Common Stock	F	218	$987.83	Disposed	6191	Direct
2025-04-01	Common Stock	F	156	$987.83	Disposed	6035	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13069	Indirect

Footnotes

F1: 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 19, 2025 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, 2025 award of restricted stock units ("RSUs"). 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, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.

F4: 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.

F5: 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.

F6: 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.

F7: Family trust. The reporting person has voting and investment power with respect to the shares.