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Filing Details

Accession Number:: 0000277135-25-000046
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-04-03 21:44:30
Reporting Period:: 2025-04-01

Filing Date:: 2025-04-03
Accepted Time:: 2025-04-03 21:44:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
277135	W.w. Grainger Inc.	GWW	Wholesale-Durable Goods (5000)	361150280

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1757570	C Deidra Merriwether	100 Grainger Parkway Lake Forest IL 60045	Sr. Vp & Cfo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2025-04-01	2,012	$0.00	11,521	No	4	A	Direct
Common Stock	Disposition	2025-04-01	848	$987.83	10,673	No	4	F	Direct
Common Stock	Acquisiton	2025-04-01	1,361	$0.00	12,034	No	4	A	Direct
Common Stock	Disposition	2025-04-01	253	$987.83	11,781	No	4	F	Direct
Common Stock	Disposition	2025-04-01	218	$987.83	11,563	No	4	F	Direct
Common Stock	Disposition	2025-04-01	164	$987.83	11,399	No	4	F	Direct
Common Stock	Disposition	2025-04-02	200	$990.18	11,199	No	4	S	Direct
Common Stock	Disposition	2025-04-02	100	$992.84	11,099	No	4	S	Direct
Common Stock	Disposition	2025-04-02	300	$994.64	10,799	No	4	S	Direct
Common Stock	Disposition	2025-04-02	200	$997.99	10,599	No	4	S	Direct
Common Stock	Disposition	2025-04-02	100	$1,000.62	10,499	No	4	S	Direct
Common Stock	Disposition	2025-04-02	100	$1,002.99	10,399	No	4	S	Direct
Common Stock	Disposition	2025-04-02	64	$1,004.75	10,335	No	4	S	Direct
Common Stock	Disposition	2025-04-02	100	$1,006.70	10,235	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	F	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option	$311.26		2029-03-31	2,339	2,339	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2029-03-31	2,339	2,339	Direct

Footnotes

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.
Shares withheld for tax withholding for the PSU settlement described in footnote 1 above.
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.
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.
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.
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.
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 undertakesto 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 ateach separate price within the ranges set forth in this footnote.
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.
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.
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.