=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-04-01
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
--- Reporting Owner ---
Name: Thomson Laurie R
CIK: 0001859197
Role: Officer (VP, Controller)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-04-01 | Code: A (Grant or award)
Shares: +150 | Price: $0.00
Shares Owned After: 728 | Ownership: D (Direct)
Footnotes:
[F1] These were vested performance stock units ("PSUs"), granted on April 1, 2023. The Company's performance over the three-year period ended December 31, 2025 achieved a payout equal to 90% of the 2023 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 18, 2026 upon the earlier determination of the Compensation Committee of the Board.
[Transaction #2]
Security: Common Stock
Date: 2026-04-01 | Code: F (Payment of exercise/tax)
Shares: -44 | Price: $1,090.81
Total Value: $47,995.64
Shares Owned After: 684 | Ownership: D (Direct)
Footnotes:
[F2] Shares withheld for tax withholding for the PSU settlement described in footnote 1.
[Transaction #3]
Security: Common Stock
Date: 2026-04-01 | Code: A (Grant or award)
Shares: +118 | Price: $0.00
Shares Owned After: 802 | Ownership: D (Direct)
Footnotes:
[F3] April 1, 2026 award of restricted stock units ("RSU"). 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, 2027, 1/3 vests on April 1, 2028, and the remainder vests on April 1, 2029.
[Transaction #4]
Security: Common Stock
Date: 2026-04-01 | Code: F (Payment of exercise/tax)
Shares: -17 | Price: $1,090.81
Total Value: $18,543.77
Shares Owned After: 785 | Ownership: D (Direct)
Footnotes:
[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 vested in three tranches, where 1/3 vested on April 1, 2024, 1/3 vested on April 1, 2025, and the remainder vested on April 1, 2026.
[Transaction #5]
Security: Common Stock
Date: 2026-04-01 | Code: F (Payment of exercise/tax)
Shares: -12 | Price: $1,090.81
Total Value: $13,089.72
Shares Owned After: 773 | Ownership: D (Direct)
Footnotes:
[F5] 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 vested on April 1, 2026, and the remainder vests on April 1, 2027.
[Transaction #6]
Security: Common Stock
Date: 2026-04-01 | Code: F (Payment of exercise/tax)
Shares: -49 | Price: $1,090.81
Total Value: $53,449.69
Shares Owned After: 724 | Ownership: D (Direct)
Footnotes:
[F6] Shares withheld for tax withholding for the partial settlement of the April 1, 2024 Off-Cycle award of 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 vested on April 1, 2025, 1/3 vested on April 1, 2026, and the remainder vests on April 1, 2027.
[Transaction #7]
Security: Common Stock
Date: 2026-04-01 | Code: F (Payment of exercise/tax)
Shares: -12 | Price: $1,090.81
Total Value: $13,089.72
Shares Owned After: 712 | Ownership: D (Direct)
Footnotes:
[F7] Shares withheld for tax withholding for the partial settlement of the April 1, 2025 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, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.
--- Footnotes (Complete Index) ---
F1: These were vested performance stock units ("PSUs"), granted on April 1, 2023. The Company's performance over the three-year period ended December 31, 2025 achieved a payout equal to 90% of the 2023 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 18, 2026 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.
F3: April 1, 2026 award of restricted stock units ("RSU"). 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, 2027, 1/3 vests on April 1, 2028, and the remainder vests on April 1, 2029.
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 vested in three tranches, where 1/3 vested on April 1, 2024, 1/3 vested on April 1, 2025, and the remainder vested on April 1, 2026.
F5: 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 vested on April 1, 2026, and the remainder vests on April 1, 2027.
F6: Shares withheld for tax withholding for the partial settlement of the April 1, 2024 Off-Cycle award of 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 vested on April 1, 2025, 1/3 vested on April 1, 2026, and the remainder vests on April 1, 2027.
F7: Shares withheld for tax withholding for the partial settlement of the April 1, 2025 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, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.
--- Signature ---
/s/ /s/ Cherita Thomas, by POA from Laurie R. Thomson, VP, Controller (2026-04-02)
