Deidra C. Merriwether - Apr 1, 2024 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Role: Sr. VP & CFO
Signature: /s/ Ronald J. Edwards, by POA from Deidra C. Merriwether, Sr. VP & CFO
Stock symbol: GWW
Transactions as of: Apr 1, 2024
Transactions value $: -$1,598,178
Form type: 4
Date filed: 4/3/2024, 04:39 PM
Previous filing: Feb 12, 2024
Next filing: May 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWW	Common Stock	Award	$0	+1.96K	+21.08%	$0.00	11.2K	Apr 1, 2024	Direct	F1
transaction	GWW	Common Stock	Tax liability	-$882K	-867	-7.71%	$1,017.30	10.4K	Apr 1, 2024	Direct	F2
transaction	GWW	Common Stock	Award	$0	+1.11K	+10.65%	$0.00	11.5K	Apr 1, 2024	Direct	F3
transaction	GWW	Common Stock	Tax liability	-$238K	-234	-2.04%	$1,017.30	11.2K	Apr 1, 2024	Direct	F4
transaction	GWW	Common Stock	Tax liability	-$256K	-252	-2.24%	$1,017.30	11K	Apr 1, 2024	Direct	F5
transaction	GWW	Common Stock	Tax liability	-$222K	-218	-1.98%	$1,017.30	10.8K	Apr 1, 2024	Direct	F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GWW	Stock Option						2.34K	Apr 1, 2024	Common Stock	2.34K	$311.26	Direct	F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These were performance vested stock units ("PSUs"), granted on January 1, 2021. The Company's performance over the three-year period ended December 31, 2023 achieved a payout equal to 124% of the 2021 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 21, 2024, 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, 2024 award of restricted stock units to 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, 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, 2021 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 will vest in three tranches, where 1/3 vests on April 1, 2022, 1/3 vests on April 1, 2023, and the remainder vests on April 1, 2024.
F5	Shares withheld for tax withholding for the partial settlement of the April 1, 2022 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 will vest in three tranches, where 1/3 vests on April 1, 2023, 1/3 vests on April 1, 2024, and the remainder vests on April 1, 2025.
F6	Shares withheld for tax withholding for the partial settlement of the April 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 will vest in three tranches, where 1/3 vests on April 1, 2024, 1/3 vests on April 1, 2025, and the remainder vests on April 1, 2026.
F7	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.