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W.W. GRAINGER, INC. — Director's Dealing 2025
Apr 3, 2025
30040_dirs_2025-04-03_6c2f2563-512c-4bc6-b258-2655a302285c.zip
Director's Dealing
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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: Merriwether Deidra C (Sr. VP & CFO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-04-01 | Common Stock | A | 2012 | — | Acquired | 11521 | Direct |
| 2025-04-01 | Common Stock | F | 848 | $987.83 | Disposed | 10673 | Direct |
| 2025-04-01 | Common Stock | A | 1361 | — | Acquired | 12034 | Direct |
| 2025-04-01 | Common Stock | F | 253 | $987.83 | Disposed | 11781 | Direct |
| 2025-04-01 | Common Stock | F | 218 | $987.83 | Disposed | 11563 | Direct |
| 2025-04-01 | Common Stock | F | 164 | $987.83 | Disposed | 11399 | Direct |
| 2025-04-02 | Common Stock | S | 200 | $990.18 | Disposed | 11199 | Direct |
| 2025-04-02 | Common Stock | S | 100 | $992.84 | Disposed | 11099 | Direct |
| 2025-04-02 | Common Stock | S | 300 | $994.64 | Disposed | 10799 | Direct |
| 2025-04-02 | Common Stock | S | 200 | $997.985 | Disposed | 10599 | Direct |
| 2025-04-02 | Common Stock | S | 100 | $1000.62 | Disposed | 10499 | Direct |
| 2025-04-02 | Common Stock | S | 100 | $1002.99 | Disposed | 10399 | Direct |
| 2025-04-02 | Common Stock | S | 64 | $1004.75 | Disposed | 10335 | Direct |
| 2025-04-02 | Common Stock | S | 100 | $1006.70 | Disposed | 10235 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option | $311.26 | 2029-03-31 | Common Stock (2339) | 2339 | Direct |
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 4/1/2023 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 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 restricted stock units 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $989.71 to $990.65, 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 this footnote.
F8: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $994.50 to $994.92, inclusive.
F9: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $997.98 to $997.99, inclusive.
F10: 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.