GWW / W.W. Grainger, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

W.W. Grainger, Inc.
US ˙ NYSE ˙ US3848021040

Mga Batayang Estadistika
LEI 549300TWZSP6O1IH2V34
CIK 277135
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to W.W. Grainger, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2025 W.W. Grainger, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2025 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file nu

August 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger,

August 1, 2025 EX-3.2

BY-LAWS OF W.W. GRAINGER, INC. ARTICLE I

Exhibit 3.2 As Amended 5/9/2025 BY-LAWS OF W.W. GRAINGER, INC. ARTICLE I OFFICES The principal office of the corporation shall be located in the State of Illinois. The corporation may have such other offices, either within or without the State of Illinois, as the business of the corporation may require from time to time. The registered office of the corporation required by the Illinois Business Co

August 1, 2025 EX-99.1

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2025 Continued execution fueling solid results; Company updates full year 2025 guidance

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2025 Continued execution fueling solid results; Company updates full year 2025 guidance Second Quarter Highlights •Delivered sales of $4.

May 15, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file numb

May 15, 2025 EX-3.2

Restated By-laws of W.W. Grainger, Inc.

exhibit32by-lawsamendedm 1 As Amended 5/9/2025 BY-LAWS OF W.W. GRAINGER, INC. ARTICLE I OFFICES The principal office of the corporation shall be located in the State of Illinois. The corporation may have such other offices, either within or without the State of Illinois, as the business of the corporation may require from time to time. The registered office of the corporation required by the Illin

May 15, 2025 EX-3.1

Restated Articles of Incorporation of W.W. Grainger, Inc.

Exhibit 3.1

May 5, 2025 8-K

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2025 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file numbe

May 1, 2025 EX-10.4

Susan Slavik Williams

Exhibit 10.4 Susan Slavik Williams 4450 MacArthur Blvd., Second Floor Newport Beach, California 92660 April 30, 2025 Dear Ms. Slavik Williams, On behalf of W.W. Grainger, Inc., “we” or the “Company,” we would like to acknowledge and express our sincere appreciation for your and the entire Slavik family’s enduring and valued contributions to the Company. In light of our collective commitment to the

May 1, 2025 EX-10.3

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.3 SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM I.Introduction The Company Management Incentive Program (“CMIP”) is designed to provide an incentive cash compensation opportunity to the CEO of W.W. Grainger, Inc. (the “Company”), their U.S. direct reports, along with members of the U.S. Grainger Leadership Team (individually, a participant, and collectively, the partic

May 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger

May 1, 2025 EX-10.1

W.W. GRAINGER, INC. 2022 Incentive Plan Restricted Stock Unit Award Agreement

Exhibit 10.1 W.W. GRAINGER, INC. 2022 Incentive Plan Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this "Award Agreement"), dated as of April 1, 2025 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (collectively, the "Employer"). In

May 1, 2025 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2025 Continued execution fueling solid results; Company reaffirms full year 2025 guidance

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2025 Continued execution fueling solid results; Company reaffirms full year 2025 guidance First Quarter Highlights •Delivered sales of $4.

May 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 W.W. Grainger, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file numbe

May 1, 2025 EX-10.2

W.W. GRAINGER, INC. 2022 Incentive Plan Performance Stock Unit Award Agreement

Exhibit 10.2 W.W. GRAINGER, INC. 2022 Incentive Plan Performance Stock Unit Award Agreement This Performance Stock Unit Award Agreement (this "Award Agreement"), dated as of April 1, 2025 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (collectively, the "Employer").

April 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

March 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

March 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

February 20, 2025 EX-10.40

SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.40 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is made and entered into by and between W.W. Grainger, Inc. ("Grainger") and Matthew E. Fortin (the "Officer'') as of the date specified below. The Officer understands and voluntarily enters into this Agreement with Grainger and, in consideration of the respective benefits described h

February 20, 2025 EX-10.8

Summary Description of the Directors Compensation Program

Exhibit 10.8 Summary Description of the Directors Compensation Program Members of the Company’s Board of Directors who are not Company employees receive an annual retainer of $115,000, which is intended to cover all regularly scheduled meetings of the Board and its committees. The Chairs of Board committees receive additional annual retainers. For the Chair of the Audit Committee, the retainer is

February 20, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

February 20, 2025 EX-4.7

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, W.W. Grainger, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (Exchange Act), being its common shares. Description of Common Stock The following description of our common stock is a

February 20, 2025 EX-21

W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 14, 2025)

Exhibit 21 W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 14, 2025) Subsidiary Jurisdiction of Formation Acklands - Grainger Inc. Canada Apex Industrial Limited Scotland Bogle and Timms Limited United Kingdom C.J. Bent & Son Limited United Kingdom Cromwell Czech Republic s.r.o. Czechia Cromwell Group (Holdings) Limited United Kingdom Cromwell Group (Holdings) Limited (Br

February 20, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger, Inc

February 20, 2025 EX-19

W.W. GRAINGER, INC. INSIDER TRADING POLICY

Exhibit 19 W.W. GRAINGER, INC. INSIDER TRADING POLICY I.PURPOSE. This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of W.W. Grainger, Inc. (“Grainger” or the “Company”) and the handling of Material Nonpublic Information about Grainger and other companies with which Grainger has a business relationship. II.SCOPE. A.Transactions. This Policy

January 31, 2025 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2024 Focused execution driving strategy forward and powering continued solid results; Issues 2025 guidance, including 4.0% - 6.5% daily, constant currency sales growth

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2024 Focused execution driving strategy forward and powering continued solid results; Issues 2025 guidance, including 4.

January 31, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2025 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

October 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

October 31, 2024 EX-4.1

W.W. GRAINGER, INC. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE 4.450% Senior Notes due 2034 FIFTH SUPPLEMENTAL INDENTURE Dated as of September 12, 2024 Indenture Dated as of June 11, 2015 Debt Securities

Exhibit 4.1 W.W. GRAINGER, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE 4.450% Senior Notes due 2034 FIFTH SUPPLEMENTAL INDENTURE Dated as of September 12, 2024 to Indenture Dated as of June 11, 2015 Debt Securities FIFTH SUPPLEMENTAL INDENTURE, dated as of September 12, 2024, (this “Supplemental Indenture”), between W.W. Grainger, Inc., an Illinois corporation (the “Company”),

October 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

October 31, 2024 EX-99.1

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2024 Continued strong execution fueling results; Company narrows 2024 earnings outlook

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2024 Continued strong execution fueling results; Company narrows 2024 earnings outlook Third Quarter Highlights •Delivered sales of $4.

September 12, 2024 EX-1.1

Underwriting Agreement, dated as of September 5, 2024, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named in Schedule II thereto.

  Exhibit 1.1   Execution Version   W.W. GRAINGER, INC.   $500,000,000   4.450% SENIOR NOTES DUE 2034   UNDERWRITING AGREEMENT     September 5, 2024         September 5, 2024   To the Representatives named in Schedule I hereto for the Underwriters named in Schedule II hereto   Ladies and Gentlemen:   W.W. Grainger, Inc., an Illinois corporation (the “Company”), proposes to issue and sell to the se

September 12, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 W.W. GRAINGER, INC. (Exact name of registrant as specified in its charter) Commission file number: 1-5684 Illinois 36-1150280 (State or Other Jurisdiction of Incorp

September 12, 2024 EX-4.1

Fifth Supplemental Indenture, dated as of September 12, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

  Exhibit 4.1     W.W. GRAINGER, INC.   AND   U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE       4.450% Senior Notes due 2034       FIFTH SUPPLEMENTAL INDENTURE       Dated as of September 12, 2024   to   Indenture Dated as of June 11, 2015   Debt Securities         FIFTH SUPPLEMENTAL INDENTURE, dated as of September 12, 2024, (this “Supplemental Indenture”), between W.W. Grainger, Inc.,

September 10, 2024 SC 13G/A

GWW / W.W. Grainger, Inc. / Williams Susan Slavik Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* W.W. GRAINGER, INC. (Name of Issuer) Common Stock, par value $0.50 per share (Title of Class of Securities) 384802104 (CUSIP Number) August 31, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate b

September 6, 2024 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 W.W. GRAINGER, INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

September 6, 2024 424B2

$500,000,000 W.W. Grainger, Inc. 4.450% SENIOR NOTES DUE 2034

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-271476 PROSPECTUS SUPPLEMENT (To Prospectus dated April 27, 2023) $500,000,000 W.W. Grainger, Inc. 4.450% SENIOR NOTES DUE 2034 We are offering $500,000,000 aggregate principal amount of 4.450% senior notes due 2034 (“the notes”). Interest on the notes is payable semi-annually in arrears on March 15 and September 15 of each

September 5, 2024 424B5

SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

September 5, 2024 FWP

Pricing Term Sheet September 5, 2024 4.450% Senior Notes due September 15, 2034

Filed Pursuant to Rule 433 Registration No. 333-271476 Pricing Term Sheet September 5, 2024 4.450% Senior Notes due September 15, 2034 Issuer: W.W. Grainger, Inc. Principal Amount: $500,000,000 Ratings (Moody’s / S&P):* A2 (Stable) / A+ (Stable) Maturity Date: September 15, 2034 Coupon (Interest Rate): 4.450% per annum Price to Public: 99.896% of Principal Amount Yield to Maturity: 4.463% Benchmar

August 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File N

August 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger,

August 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2024 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file nu

August 1, 2024 EX-99.1

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2024 Operational execution driving resilient performance; Company narrows 2024 earnings outlook

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2024 Operational execution driving resilient performance; Company narrows 2024 earnings outlook Second Quarter Highlights •Delivered sales of $4.

April 25, 2024 EX-10.1

W.W. GRAINGER, INC. 2022 Incentive Plan Restricted Stock Unit Award Agreement

Exhibit 10.1 W.W. GRAINGER, INC. 2022 Incentive Plan Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this "Award Agreement"), dated as of April 1, 2024 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (collectively, the "Employer"). In

April 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger

April 25, 2024 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2024 Strategic focus driving business forward; Company reaffirms full year 2024 guidance ranges

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2024 Strategic focus driving business forward; Company reaffirms full year 2024 guidance ranges First Quarter Highlights •Delivered sales of $4.

April 25, 2024 EX-10.2

W.W. GRAINGER, INC. 2022 Incentive Plan Performance Stock Unit Award Agreement

Exhibit 10.2 W.W. GRAINGER, INC. 2022 Incentive Plan Performance Stock Unit Award Agreement This Performance Stock Unit Award Agreement (this "Award Agreement"), dated as of April 1, 2024 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (collectively, the "Employer").

April 25, 2024 EX-10.3

CONFIDENTIALITY, INVENTION ASSIGNMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Exhibit 10.3 CONFIDENTIALITY, INVENTION ASSIGNMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Confidentiality, Invention Assignment, Non-Competition and Non-Solicitation Agreement (“Agreement”) is entered into by and between W.W. Grainger, Inc. (the “Company”) and you as an individual (“Employee” or “Participant”). WHEREAS, the Company desires to employ Employee or continue to employ Emp

April 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file nu

April 24, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Number

March 14, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

March 14, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

February 22, 2024 EX-97

W.W. GRAINGER, INC. FINANCIAL STATEMENT EXECUTIVE COMPENSATION RECOUPMENT POLICY

Exhibit 97 W.W. GRAINGER, INC. FINANCIAL STATEMENT EXECUTIVE COMPENSATION RECOUPMENT POLICY I. PURPOSE This W.W. Grainger, Inc. Financial Statement Executive Compensation Recoupment Policy (“Policy”) has been adopted by the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the “Company”) on October 25, 2023. This Policy provides for the recoupment of certain executive compensation in the ev

February 22, 2024 EX-21

W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 16, 2024)

Exhibit 21 W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 16, 2024) Subsidiary Jurisdiction Acklands - Grainger Inc. Canada Apex Industrial Limited Scotland Bogle and Timms Limited England & Wales C.J. Bent & Son Limited England & Wales Cromwell Czech Republic s.r.o. Czech Republic Cromwell Group (Holdings) Limited England & Wales Cromwell Group (International) Limited E

February 22, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger, Inc

February 22, 2024 EX-10.8

Summary Description of the Directors Compensation Program

Exhibit 10.8 Summary Description of the Directors Compensation Program Members of the Company’s Board of Directors who are not Company employees receive an annual retainer of $100,000, which is intended to cover all regularly scheduled meetings of the Board and its committees. The Chairs of Board committees receive additional annual retainers. For the Chair of the Audit Committee, the retainer is

February 22, 2024 EX-10.10

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.10 SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM I.Introduction The Company Management Incentive Program (“CMIP”) is designed to provide an incentive cash compensation opportunity to the CEO of W.W. Grainger, Inc. (the “Company”), the Company’s other named executive officers, the CEO’s direct reports and U.S. members of the Grainger Leadership Team (individually, a par

February 22, 2024 EX-4.7

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

EX-4.7 2 gww-20231231xex47.htm EX-4.7 Exhibit 4.7 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, W.W. Grainger, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (Exchange Act), being its common shares. Description of Common Stock The following

February 13, 2024 SC 13G/A

GWW / W.W. Grainger, Inc. / Williams Susan Slavik - SC 13G/A Passive Investment

SC 13G/A 1 tm246127d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

February 13, 2024 SC 13G/A

GWW / W.W. Grainger, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02307-wwgraingerinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: WW Grainger Inc Title of Class of Securities: Common Stock CUSIP Number: 384802104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the

February 2, 2024 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2023 Focused execution delivers solid quarter and record full year earnings; Company issues 2024 guidance, including 4% to 7% sales growth

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2023 Focused execution delivers solid quarter and record full year earnings; Company issues 2024 guidance, including 4% to 7% sales growth Fourth Quarter 2023 Highlights •Delivered sales of $4.

February 2, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2024 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

December 13, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File

December 13, 2023 EX-99.1

W.W. Grainger, Inc. Names Chris Klein to its Board of Directors Klein brings extensive leadership experience in growth strategies and understanding of customer and market dynamics

Exhibit 99.1 News Release W.W. Grainger, Inc. Names Chris Klein to its Board of Directors Klein brings extensive leadership experience in growth strategies and understanding of customer and market dynamics CHICAGO, Dec. 13, 2023 – Grainger (NYSE: GWW), a leading broad line distributor of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced the appoi

October 26, 2023 EX-10.1

TRANSITION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1 TRANSITION AGREEMENT AND GENERAL RELEASE This Transition Agreement and General Release ("Agreement") is made and entered into this 6th day of July 2023, by and between W.W. Grainger, Inc. ("Grainger") and John Howard (the "Officer''). The Officer understands and voluntarily enters into this Agreement with Grainger and, in consideration of the respective payments and benefit continuati

October 26, 2023 EX-99.1

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2023 Advancing strategic initiatives while driving continued strong results; Company narrows full-year 2023 guidance range

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2023 Advancing strategic initiatives while driving continued strong results; Company narrows full-year 2023 guidance range Third Quarter Highlights •Delivered sales of $4.

October 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

October 26, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2023 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

October 12, 2023 EX-10.1

Credit Agreement, dated as of October 11, 2023, by and among W.W. Grainger, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT Dated as of October 11, 2023, among W.W. GRAINGER, INC. and certain of its Subsidiaries, as BORROWERS, JPMORGAN CHASE BANK, N.A., as Administrative Agent, the other LENDERS party hereto, U.S. BANK NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION and RBC CAPITAL MARKETS, LLC, as Co-Syndication Agents, Lloyds Bank Cor

October 12, 2023 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Numb

July 27, 2023 EX-99.1

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2023 Focused execution driving continued strong results; Company raises midpoint of full year 2023 guidance

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2023 Focused execution driving continued strong results; Company raises midpoint of full year 2023 guidance Second Quarter Highlights •Delivered sales of $4.

July 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger,

July 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2023 W.W. Grainger, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2023 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file num

July 26, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

July 26, 2023 EX-99.1

W.W. Grainger, Inc. Names George Davis to its Board of Directors  Davis joins Board after serving as Chief Financial Officer for three multinational companies

Exhibit 99.1 News Release W.W. Grainger, Inc. Names George Davis to its Board of Directors  Davis joins Board after serving as Chief Financial Officer for three multinational companies CHICAGO, July 26, 2023 – Grainger (NYSE: GWW), a leading broad line distributor of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced George Davis has been appointe

July 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 W.W. GRAINGER, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Number)

April 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 W.W. GRAINGER, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Number

April 27, 2023 EX-25.1

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

April 27, 2023 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2023 Continued strong performance amidst resilient demand environment; Company raises full year 2023 guidance

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2023 Continued strong performance amidst resilient demand environment; Company raises full year 2023 guidance First Quarter Highlights •Delivered sales of $4.

April 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger

April 27, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file nu

April 27, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) W.W. Grainger, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee New

April 27, 2023 S-3ASR

As filed with the Securities and Exchange Commission on April 27, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 27, 2023 Registration No.

March 16, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

March 16, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

February 21, 2023 EX-10.42

W.W. GRAINGER, INC. 2022 Incentive Plan 2023 Form of Performance Stock Unit Award Agreement

Exhibit 10.42 W.W. GRAINGER, INC. 2022 Incentive Plan 2023 Form of Performance Stock Unit Award Agreement This Performance Stock Unit Agreement (this "Award Agreement"), dated as of (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (the "Employer"). In consideration of

February 21, 2023 EX-4.7

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, W.W. Grainger, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (Exchange Act), being its common shares. Description of Common Stock The following description of our common stock is a

February 21, 2023 EX-10.43

SHAREHOLDER AGREEMENT

Exhibit 10.43 SHAREHOLDER AGREEMENT This Shareholder Agreement (this “Agreement”), effective as of February 17, 2023 (the “Effective Date”), is entered into by and between W.W. Grainger, Inc., a corporation incorporated under the laws of Illinois (“Grainger”), and MonotaRO Co., Ltd., a kabushiki kaisha incorporated under the laws of Japan (“MonotaRO”). Grainger and MonotaRO are referred to individ

February 21, 2023 EX-10.9

Summary Description of the Directors Compensation Program

Exhibit 10.9 Summary Description of the Directors Compensation Program Members of the Company’s Board of Directors who are not Company employees receive an annual retainer of $100,000, which is intended to cover all regularly scheduled meetings of the Board and its committees. The Chairs of Board committees receive additional annual retainers. For the Chair of the Audit Committee, the retainer is

February 21, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger, Inc

February 21, 2023 EX-21

W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 16, 2023)

Exhibit 21 W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 16, 2023) Subsidiary Jurisdiction Acklands - Grainger Inc. Canada Apex Industrial Limited Scotland Bogle and Timms Limited England & Wales C.J. Bent & Son Limited England & Wales Cromwell Czech Republic s.r.o. Czech Republic Cromwell Group (Holdings) Limited England & Wales Cromwell Group (International) Limited E

February 21, 2023 EX-10.41

W.W. GRAINGER, INC. 2022 Incentive Plan 2023 Form of Restricted Stock Unit Award Agreement

Exhibit 10.41 W.W. GRAINGER, INC. 2022 Incentive Plan 2023 Form of Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this "Award Agreement"), dated as of (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (collectively, the "Employer"). In

February 21, 2023 EX-10.13

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.13 SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM I.Introduction The Company Management Incentive Program (“CMIP”) is designed to provide an incentive cash compensation opportunity to the CEO of W.W. Grainger, Inc. (the “Company”), the Company’s other named executive officers, and the CEO’s other direct reports (individually, a participant, and collectively, the partici

February 15, 2023 EX-99.1

ELEVEN DIRECTORS SLATED FOR GRAINGER’S BOARD TO BE VOTED ON AT THE COMPANY’S ANNUAL MEETING ON APRIL 26, 2023

Exhibit 99.1 ELEVEN DIRECTORS SLATED FOR GRAINGER’S BOARD TO BE VOTED ON AT THE COMPANY’S ANNUAL MEETING ON APRIL 26, 2023 CHICAGO, February 15, 2023 – W.W. Grainger, Inc. (NYSE: GWW) today announced that the Board of Directors has selected a slate of nominees to serve for the 2023-2024 period. The 11 candidates, all current Board members, to be voted on at the 2023 annual meeting of shareholders

February 15, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

February 9, 2023 SC 13G/A

GWW / Grainger (W.W.), Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: WW Grainger Inc. Title of Class of Securities: Common Stock CUSIP Number: 384802104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

February 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

February 2, 2023 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2022 Successful execution of strategic initiatives fuels strong results; Company issues 2023 guidance, including 7% to 11% sales growth

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2022 Successful execution of strategic initiatives fuels strong results; Company issues 2023 guidance, including 7% to 11% sales growth Fourth Quarter 2022 Financial Highlights •Delivered sales of $3.

December 15, 2022 EX-99.1

GRAINGER NAMES NANCY BERARDINELLI-KRANTZ AS CHIEF LEGAL OFFICER

Exhibit 99.1 News Release GRAINGER NAMES NANCY BERARDINELLI-KRANTZ AS CHIEF LEGAL OFFICER CHICAGO, Dec. 15, 2022 – Grainger (NYSE: GWW), the leading broad line distributor of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced it has appointed Nancy L. Berardinelli-Krantz as Senior Vice President and Chief Legal Officer, effective Jan. 30, 2023. Be

December 15, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 W.W. GRAINGER,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

December 14, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 W.W. Grainger,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

December 14, 2022 EX-99.1

Zoro.com Reaches $1 Billion in Annual Sales The business achieves this milestone after growing assortment and customer base

FOR IMMEDIATE RELEASE Media Contact: Janine Sheedy [email protected] 224-213-1892 Zoro.com Reaches $1 Billion in Annual Sales The business achieves this milestone after growing assortment and customer base CHICAGO, DECEMBER 14, 2022 - Zoro.com, an eCommerce business that sells millions of supplies, equipment and tools to small businesses nationwide, today announced it has reached $1 billi

October 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

October 28, 2022 EX-99.1

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2022 Focused execution driving strong results; Company raises full year 2022 guidance

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2022 Focused execution driving strong results; Company raises full year 2022 guidance Third Quarter Highlights •Delivered sales of $3.

October 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 W.W. Grainger, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

October 28, 2022 EX-10.1

Compensation Continuation – Severance Policy Guidance

Exhibit 10.1 Compensation Continuation ? Severance Policy Guidance I. PURPOSE The purpose of this policy guidance (this ?Policy Guidance?) is to provide a clear and consistent approach for the management of W.W. Grainger, Inc.?s and its subsidiaries (collectively, ?Grainger? or ?Company?) compensation continuation and severance practices. This Policy Guidance describes what Grainger team members m

August 30, 2022 EX-10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT is dated as of August 29, 2022 (this ?Amendment?), and is among W.W. GRAINGER, INC., an Illinois corporation (the ?Company?), the Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and amends that certain Credit Agreement dated as of February 14, 2020, among the Company, the De

August 30, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2022 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file n

July 29, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger,

July 29, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file num

July 29, 2022 EX-99.1

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2022 Solid execution of strategic growth initiatives drives continued strong results; Company raises full year 2022 guidance

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2022 Solid execution of strategic growth initiatives drives continued strong results; Company raises full year 2022 guidance Second Quarter Highlights ?Delivered sales of $3.

July 29, 2022 EX-10.1

W.W. GRAINGER, INC. 2022 Incentive Plan 2022 Form of Restricted Stock Unit Award Agreement

Exhibit 10.1 W.W. GRAINGER, INC. 2022 Incentive Plan 2022 Form of Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this "Award Agreement"), dated as of (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (collectively, the "Employer"). In

July 29, 2022 EX-10.2

W.W. GRAINGER, INC. 2022 Incentive Plan 2022 Form of Performance Stock Unit Award Agreement

Exhibit 10.2 W.W. GRAINGER, INC. 2022 Incentive Plan 2022 Form of Performance Stock Unit Award Agreement This Performance Stock Unit Agreement (this "Award Agreement"), dated as of (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (the "Employer"). In consideration of t

April 29, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Number

April 28, 2022 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2022 Robust demand environment and operational execution drive strong results; Company raises full year 2022 guidance

EX-99.1 2 gww8kex991q12022.htm EX-99.1 GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2022 Robust demand environment and operational execution drive strong results; Company raises full year 2022 guidance First Quarter Highlights •Delivered sales of $3.6 billion, up 18.2%, compared to the first quarter of 2021; up 17.9% on a daily, constant currency basis •Expanded gross margin by 245 bps compared

April 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2022 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file nu

April 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger

April 27, 2022 S-8

As filed with the Securities and Exchange Commission on April 27, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 W.W. GRAINGER, INC. (Exact name of registr

As filed with the Securities and Exchange Commission on April 27, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 27, 2022 EX-FILING FEES

Filing Fees

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) W.W. Grainger, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(

March 17, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

DEF 14A 1 tm223362-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of th

March 17, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

February 23, 2022 EX-4.8

Exhibit 4.8

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, W.W. Grainger, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (Exchange Act), being its common shares. Description of Common Stock The following description of our common stock is a

February 23, 2022 EX-10.35

W.W. GRAINGER, INC. 2015 Incentive Plan 2022 Form of Performance Stock Unit Agreement

Exhibit 10.35 W.W. GRAINGER, INC. 2015 Incentive Plan 2022 Form of Performance Stock Unit Agreement This Performance Stock Unit Agreement (this ?Agreement?), dated as of (the ?Grant Date?), is entered into between W.W. Grainger, Inc., an Illinois corporation (the ?Company?), and you as the executive (the ?Executive?), who is employed by the Company or a Subsidiary of the Company (the ?Employer?).

February 23, 2022 EX-21

W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 11, 2022)

Exhibit 21 W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of February 11, 2022) Subsidiaries (over 50% ownership) Subsidiary Jurisdiction Acklands - Grainger Inc. Canada Apex Industrial Limited Scotland Bogle and Timms Limited England & Wales C.J. Bent & Son Limited England & Wales Cromwell Czech Republic s.r.o. Czech Republic Cromwell Group (Holdings) Limited England & Wales Cromwe

February 23, 2022 EX-10.13

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.13 SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM I.Introduction The Company Management Incentive Program (?CMIP?) is designed to provide an incentive cash compensation opportunity to the CEO of W.W. Grainger, Inc. (the ?Company?), the Company?s other named executive officers, and the CEO?s other direct reports (individually, a participant, and collectively, the partici

February 23, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger, Inc

February 16, 2022 EX-99.1

TWELVE DIRECTORS SLATED FOR GRAINGER’S BOARD TO BE VOTED ON AT THE COMPANY’S ANNUAL MEETING ON APRIL 27, 2022

Exhibit 99.1 TWELVE DIRECTORS SLATED FOR GRAINGER?S BOARD TO BE VOTED ON AT THE COMPANY?S ANNUAL MEETING ON APRIL 27, 2022 CHICAGO, February 16, 2022 ? W.W. Grainger, Inc. (NYSE: GWW) today announced that the Board of Directors has selected a slate of nominees to serve for the 2022-2023 period. The 12 candidates, all current Board members, to be voted on at the 2022 annual meeting of shareholders

February 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

February 10, 2022 SC 13G/A

GWW / Grainger (W.W.), Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: WW Grainger Inc. Title of Class of Securities: Common Stock CUSIP Number: 384802104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Ru

February 3, 2022 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2021 Company achieves full year targets fueled by strong customer demand and execution of strategic initiatives; Issues 2022 guidance

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2021 Company achieves full year targets fueled by strong customer demand and execution of strategic initiatives; Issues 2022 guidance Fourth Quarter Financial Highlights ?Delivered sales of $3.

February 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2022 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

February 3, 2022 SC 13G/A

GWW / Grainger (W.W.), Inc. / Longview Partners (Guernsey) LTD - LONGVIEW PARTNERS (GUERNSEY) LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* W.W. Grainger, Inc. (Name of Issuer) Common (Title of Class of Securities) US3848021040 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

January 13, 2022 SC 13G/A

GWW / Grainger (W.W.), Inc. / Williams Susan Slavik - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802?10?4 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

October 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

October 29, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

October 29, 2021 EX-99.1

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2021 Strong supply chain and operational performance drove third quarter results above Company expectations

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2021 Strong supply chain and operational performance drove third quarter results above Company expectations Third Quarter Highlights ?Delivered sales of $3.

July 30, 2021 EX-99.1

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2021 Strong revenue growth drives performance in line with company expectations; Gross profit impacted by inventory adjustments, amplified by easing mask mandates

GRAINGER REPORTS RESULTS FOR THE SECOND QUARTER 2021 Strong revenue growth drives performance in line with company expectations; Gross profit impacted by inventory adjustments, amplified by easing mask mandates Second Quarter Highlights ?Delivered sales of $3.

July 30, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2021 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file num

July 30, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger,

April 30, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger

April 30, 2021 EX-99.1

GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2021 Company delivers strong revenue and earnings growth and provides full year guidance as economic trends improve

EX-99.1 2 gww8kex991q12021.htm EX-99.1 GRAINGER REPORTS RESULTS FOR THE FIRST QUARTER 2021 Company delivers strong revenue and earnings growth and provides full year guidance as economic trends improve First Quarter Financial Highlights •Delivered sales of $3.1 billion, up 2.8%, and up 5.9% on an organic, daily, constant currency basis compared to the first quarter 2020 (excluding divestitures and

April 30, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2021 Commission file number 1-5684 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 36-1150280 (State or other jurisdiction of incorporati

April 30, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Number

April 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2021 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file nu

March 18, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 18, 2021 DEF 14A

- DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 8, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2021 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file num

March 8, 2021 EX-99.1

W.W. Grainger, Inc. Recast Financial Statements — Total Company (Unaudited) (In millions of dollars)

W.W. Grainger, Inc. Recast Financial Statements — Total Company (Unaudited) (In millions of dollars) Three Months Ended 2020 Year Ended December 31, Net Sales Mar. 31 June 30 Sept. 30 Dec. 31 2018 2019 2020 High-Touch Solutions (N.A.) $ 2,355 $ 2,197 $ 2,377 $ 2,292 $ 8,985 $ 9,036 $ 9,221 Endless Assortment 496 525 572 585 1,541 1,836 2,178 Total reported net sales 2,851 2,722 2,949 2,877 10,526

February 24, 2021 EX-10.39

W.W. GRAINGER, INC. 2015 Incentive Plan CFO Transition – Restricted Stock Unit Agreement

Exhibit 10.39 W.W. GRAINGER, INC. 2015 Incentive Plan CFO Transition ? Restricted Stock Unit Agreement This CFO Transition ? Restricted Stock Unit Agreement (this "Agreement"), dated as of January 4, 2021 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiar

February 24, 2021 EX-21

W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of December 31, 2020) Subsidiaries (over 50% ownership) Subsidiary Jurisdiction Acklands - Grainger Inc. Canada Apex Industrial Limited Scotland Bogle and Timms Limited England & Wales CJ

Exhibit 21 W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of December 31, 2020) Subsidiaries (over 50% ownership) Subsidiary Jurisdiction Acklands - Grainger Inc. Canada Apex Industrial Limited Scotland Bogle and Timms Limited England & Wales CJ Bent & Son Limited England & Wales Cromwell Bearings and Transmission Services Limited England & Wales Cromwell Czech Republic s.r.o. Czech

February 24, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger, Inc

February 24, 2021 EX-10.15

SUMMARY DESCRIPTION OF THE 2021 COMPANY MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.15 SUMMARY DESCRIPTION OF THE 2021 COMPANY MANAGEMENT INCENTIVE PROGRAM I.Introduction The 2021 Company Management Incentive Program (CMIP) is designed to provide an incentive cash compensation opportunity to the CEO of W.W. Grainger, Inc. (Company) and the CEO's direct reports (individually, a participant, and collectively, the participants) based upon two key factors that drive improv

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* W.W. Grainger, Inc. (Name of Issuer) Common (Title of Class of Securities) US3848021040 (CUSIP Number) D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* W.W. Grainger, Inc. (Name of Issuer) Common (Title of Class of Securities) US3848021040 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: WW Grainger Inc. Title of Class of Securities: Common Stock CUSIP Number: 384802104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

February 8, 2021 SC 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 4) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 3, 2021 EX-99

GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2020 Company delivers solid full year results fueled by strong market share gains and SG&A leverage

EX-99 2 gww8kex991q42020.htm EX-99 GRAINGER REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2020 Company delivers solid full year results fueled by strong market share gains and SG&A leverage 2020 Financial Highlights •Delivered sales of $11.8 billion, up 2.7%, and up 3.5% on an organic, daily, constant currency basis compared to the prior year (excluding divestitures and foreign exchange) •G

February 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2021 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission file

January 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2021 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File

January 12, 2021 EX-99.1

Grainger Announces Appointments of Chief Financial Officer and President of Grainger Business Unit

Exhibit 99.1 Grainger Announces Appointments of Chief Financial Officer and President of Grainger Business Unit CHICAGO, January 12, 2020 – Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced the following executive leadership appointments: • Deidra (Dee) Merriwether, currently Senior Vice Pr

December 3, 2020 EX-99.1

Grainger Announces CFO Leadership Transition

Exhibit 99.1 Grainger Announces CFO Leadership Transition CHICAGO, December 3, 2020 – Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced that Robert O’Keef, Vice President and Treasurer, has been appointed interim CFO, effective January 1, 2021. His appointment follows Tom Okray’s decision t

December 3, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2020 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File

October 28, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2020 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File

October 28, 2020 EX-99.1

W.W. Grainger, Inc. Names Steven A. White to its Board of Directors

Exhibit 99.1 W.W. Grainger, Inc. Names Steven A. White to its Board of Directors CHICAGO, October 28, 2020 – Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced its Board of Directors has appointed Steven A. White to its Board, effective October 27, 2020. Mr. White, age 59, has served as Pres

October 22, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2020 Commission file number 1-5684 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 36-1150280 (State or other jurisdiction of incorpora

October 22, 2020 EX-99

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2020 Company achieves strong revenue and share growth and expanded operating margins

GRAINGER REPORTS RESULTS FOR THE THIRD QUARTER 2020 Company achieves strong revenue and share growth and expanded operating margins Third Quarter Financial Highlights •Delivered sales of $3.

October 22, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

July 23, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger,

July 23, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2020 Commission file number 1-5684 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 36-1150280 (State or other jurisdiction of incorporatio

July 23, 2020 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2020 SECOND QUARTER Strong market outgrowth and SG&A leverage in a challenging market

GRAINGER REPORTS RESULTS FOR THE 2020 SECOND QUARTER Strong market outgrowth and SG&A leverage in a challenging market Second Quarter Financial Highlights •Sales of $2.

May 1, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2020 Commission file number 1-5684 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 36-1150280 (State or other jurisdiction of incorporation

April 23, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger

April 23, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2020 Commission file number 1-5684 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 36-1150280 (State or other jurisdiction of incorporati

April 23, 2020 EX-10.2

W.W. GRAINGER, INC. 2015 Incentive Plan 2020 Performance Stock Unit Agreement

Exhibit 10.2 W.W. GRAINGER, INC. 2015 Incentive Plan 2020 Performance Stock Unit Agreement This Performance Stock Unit Agreement (this “Agreement”), dated as of April 1, 2020 (the “Grant Date”), is entered into between W.W. Grainger, Inc., an Illinois corporation (the “Company”), and you as the executive (the “Executive”), who is employed by the Company or a Subsidiary of the Company (the “Employe

April 23, 2020 EX-10.1

W.W. GRAINGER, INC. 2015 Incentive Plan Restricted Stock Unit Agreement

Exhibit 10.1 W.W. GRAINGER, INC. 2015 Incentive Plan Restricted Stock Unit Agreement This Restricted Stock Unit Agreement (this "Agreement"), dated as of April 1, 2020 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer"). In

April 23, 2020 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2020 FIRST QUARTER Company delivers robust top-line growth and maintains strong balance sheet with ample liquidity to endure in uncertain times.

GRAINGER REPORTS RESULTS FOR THE 2020 FIRST QUARTER Company delivers robust top-line growth and maintains strong balance sheet with ample liquidity to endure in uncertain times.

April 9, 2020 EX-99.1

Grainger to Hold Virtual Annual Shareholders’ Meeting

Exhibit 99.1 W.W. Grainger, Inc. 100 Grainger Parkway Lake Forest, IL 60045-5201 invest.grainger.com Grainger to Hold Virtual Annual Shareholders’ Meeting CHICAGO, April 9, 2020 – Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced it will host its 2020 Annual Meeting of Shareholders in a vir

April 9, 2020 DEFA14A

GWW / Grainger (W.W.), Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 9, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2020 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Number)

March 31, 2020 EX-99.1

Grainger Elects to Draw Down on Revolving Credit Facility to Supplement Strong Cash Position

Exhibit 99.1 W.W. Grainger, Inc. 100 Grainger Parkway Lake Forest, IL 60045-5201 invest.grainger.com Grainger Elects to Draw Down on Revolving Credit Facility to Supplement Strong Cash Position CHICAGO, Mar. 31, 2020 - Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced that it elected to dra

March 31, 2020 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Number

March 19, 2020 DEFA14A

GWW / Grainger (W.W.), Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 19, 2020 DEF 14A

GWW / Grainger (W.W.), Inc. DEF 14A - - DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 19, 2020 DEFA14A

GWW / Grainger (W.W.), Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 5, 2020 SC 13G/A

GWW / Grainger (W.W.), Inc. / Williams Susan Slavik - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) March 4, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

March 5, 2020 SC 13G/A

GWW / Grainger (W.W.), Inc. / Slavik James D - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) March 4, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 28, 2020 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2020 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

February 26, 2020 EX-1.1

Underwriting Agreement, dated as of February 21, 2020, among W.W. Grainger, Inc. and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.

Exhibit 1.1 W.W. GRAINGER, INC. 500,000,000 1.850% SENIOR NOTES DUE 2025 UNDERWRITING AGREEMENT February 21, 2020 February 21, 2020 To the Representatives named in Schedule I hereto for the Underwriters named in Schedule II hereto Ladies and Gentlemen: W.W. Grainger, Inc., an Illinois corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (t

February 26, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2020 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

February 26, 2020 EX-4.1

Fourth Supplemental Indenture, dated as of February 26, 2020, between W.W. Grainger, Inc., and U.S. Bank National Association, as trustee.

Exhibit 4.1 W.W. GRAINGER, INC. AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE 1.85% Senior Notes due 2025 FOURTH SUPPLEMENTAL INDENTURE Dated as of February 26, 2020 to Indenture Dated as of June 11, 2015 Debt Securities FOURTH SUPPLEMENTAL INDENTURE, dated as of February 26, 2020, (this “Supplemental Indenture”), between W.W. Grainger, Inc., an Illinois corporation (the “Company”) and U.S. Bank Nat

February 25, 2020 424B2

CALCULATION OF REGISTRATION FEE Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 1.85% Senior Notes due 2025 $500,000,000

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No.

February 21, 2020 FWP

Pricing Term Sheet February 21, 2020 1.850% Senior Notes due February 15, 2025

Free Writing Prospectus Filed pursuant to Rule 433 Supplementing the Preliminary Prospectus Supplement dated February 21, 2020 and the Prospectus dated February 20, 2020 Registration No.

February 21, 2020 424B5

SUBJECT TO COMPLETION, DATED FEBRUARY 21, 2020

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

February 20, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger, Inc

February 20, 2020 EX-10.16

SUMMARY DESCRIPTION OF THE 2020 COMPANY MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.16 SUMMARY DESCRIPTION OF THE 2020 COMPANY MANAGEMENT INCENTIVE PROGRAM I. Introduction The 2020 Company Management Incentive Program (CMIP) is designed to provide an incentive cash compensation opportunity to the CEO of W.W. Grainger, Inc. (Company) and the CEO's direct reports (individually, a participant, and collectively, the participants) based upon two key factors that drive impro

February 20, 2020 EX-21

W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of December 31, 2019) Subsidiaries (over 50% ownership) Subsidiary Jurisdiction 2422626 Ontario Inc. Ontario 971086 Ontario Inc. Ontario Acklands - Grainger Inc. Canada Apex Industrial Lim

Exhibit 21 W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of December 31, 2019) Subsidiaries (over 50% ownership) Subsidiary Jurisdiction 2422626 Ontario Inc. Ontario 971086 Ontario Inc. Ontario Acklands - Grainger Inc. Canada Apex Industrial Limited Scotland Ashlink Software Limited England & Wales Blackrock Tools Inc. Ontario BMF Finance B.V. Netherlands BMF Fundco B.V. Netherland

February 20, 2020 EX-10.9

Summary Description of the 2019 Directors Compensation Program

Exhibit 10.9 Summary Description of the 2019 Directors Compensation Program Members of the Company’s Board of Directors who are not Company employees receive an annual retainer of $100,000, which is intended to cover all regularly scheduled meetings of the Board and its committees. The Chairs of Board committees receive additional annual retainers. For the Chair of the Audit Committee, the retaine

February 20, 2020 EX-25.1

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

February 20, 2020 EX-4.8

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, W.W. Grainger, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (Exchange Act), being its common shares. Description of Common Stock The following description of our common stock is a

February 20, 2020 S-3ASR

GWW / Grainger (W.W.), Inc. S-3ASR - - S-3ASR

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on February 20, 2020 Registration No.

February 19, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2020 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

February 19, 2020 EX-99.1

ELEVEN DIRECTORS SLATED FOR GRAINGER’S BOARD TO BE VOTED ON AT THE COMPANY’S ANNUAL MEETING ON APRIL 29, 2020

Exhibit 99.1 News Release W.W. Grainger, Inc. 100 Grainger Parkway Lake Forest, IL 60045-5201 invest.grainger.com ELEVEN DIRECTORS SLATED FOR GRAINGER’S BOARD TO BE VOTED ON AT THE COMPANY’S ANNUAL MEETING ON APRIL 29, 2020 CHICAGO, February 19, 2020 – The Board of Directors of W.W. Grainger, Inc. (NYSE: GWW) has selected a slate of nominees to serve for the 2020-2021 period. The 11 candidates, 10

February 14, 2020 EX-10.1

Credit Agreement, dated as of February 14, 2020, by and among W.W. Grainger, Inc., the lenders party thereto and JPMorgan Chase, as Administrative Agent.

Exhibit 10.1 EXECUTION VERSION Deal CUSIP Number: 92937DAL0 Revolving Loan CUSIP Number: 92937DAM8 CREDIT AGREEMENT Dated as of February 14, 2020, among W.W. GRAINGER, INC. and certain of its Subsidiaries, as BORROWERS, JPMORGAN CHASE BANK, N.A., as Administrative Agent, the other LENDERS party hereto, U.S. BANK NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION an

February 14, 2020 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2020 W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter) Illinois 1-5684 36-1150280 (State or other Jurisdiction of incorporation) (Commission File Num

February 13, 2020 SC 13G/A

GWW / Grainger (W.W.), Inc. / Williams Susan Slavik - SC 13G/A Passive Investment

SC 13G/A 1 tm207415-2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check

February 12, 2020 SC 13G/A

GWW / Grainger (W.W.), Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: WW Grainger Inc Title of Class of Securities: Common Stock CUSIP Number: 384802104 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul

February 12, 2020 SC 13G/A

GWW / Grainger (W.W.), Inc. / Slavik James D - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 11, 2020 SC 13G/A

GWW / Grainger (W.W.), Inc. / Longview Partners (Guernsey) LTD - LONGVIEW PARTNERS (GUERNSEY) LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* W.W. Grainger, Inc. (Name of Issuer) Common (Title of Class of Securities) US3848021040 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

January 30, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2020 Commission file number 1-5684 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 36-1150280 (State or other jurisdiction of incorpora

January 30, 2020 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2019 FOURTH QUARTER AND FULL YEAR Company grew full year sales, operating earnings, operating margin and EPS; U.S. segment accelerates MRO market outgrowth; company provides 2020 guidance

GRAINGER REPORTS RESULTS FOR THE 2019 FOURTH QUARTER AND FULL YEAR Company grew full year sales, operating earnings, operating margin and EPS; U.

October 23, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2019 Commission file number 1-5684 W.W. Grainger, Inc. (Exact name of registrant as specified in its charter) Illinois 36-1150280 (State or other jurisdiction of incorpora

October 23, 2019 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2019 THIRD QUARTER Sales performance and strong expense management lead to share gain and operating earnings growth despite slower macroeconomic environment

GRAINGER REPORTS RESULTS FOR THE 2019 THIRD QUARTER Sales performance and strong expense management lead to share gain and operating earnings growth despite slower macroeconomic environment Third Quarter Financial Highlights • Sales of $2.

October 23, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

July 24, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2019 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File Num

July 24, 2019 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2019 SECOND QUARTER Company drives second quarter reported operating margin expansion of 110 basis points and adjusted operating margin expansion of 50 basis points

GRAINGER REPORTS RESULTS FOR THE 2019 SECOND QUARTER Company drives second quarter reported operating margin expansion of 110 basis points and adjusted operating margin expansion of 50 basis points Second Quarter Financial Highlights • Sales of $2.

July 24, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 Grainger W W I

April 25, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2019 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File Nu

April 22, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 gww8kq12019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2019 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorpor

April 22, 2019 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2019 FIRST QUARTER First quarter reported and adjusted operating margin of 13 percent; company reiterates 2019 guidance

GRAINGER REPORTS RESULTS FOR THE 2019 FIRST QUARTER First quarter reported and adjusted operating margin of 13 percent; company reiterates 2019 guidance First Quarter Financial Highlights • Sales of $2.

April 22, 2019 EX-10.1

W.W. GRAINGER, INC. 2015 Incentive Plan Stock Option Agreement

Exhibit 10.1 W.W. GRAINGER, INC. 2015 Incentive Plan Stock Option Agreement This Stock Option Agreement (this "Agreement"), dated as of April 1, 2019 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer"). In consideration of

April 22, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

April 22, 2019 EX-10.2

W.W. GRAINGER, INC. 2015 Incentive Plan Restricted Stock Unit Agreement

Exhibit 10.2 W.W. GRAINGER, INC. 2015 Incentive Plan Restricted Stock Unit Agreement This Restricted Stock Unit Agreement (this "Agreement"), dated as of April 2, 2018 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer"). In

April 22, 2019 EX-10.3

W.W. GRAINGER, INC. 2015 Incentive Plan Performance Restricted Stock Unit Agreement

Exhibit 10.3 W.W. GRAINGER, INC. 2015 Incentive Plan Performance Restricted Stock Unit Agreement This Performance Restricted Stock Unit Agreement (this "Agreement"), dated as of April 1, 2019 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Comp

March 14, 2019 DEFA14A

GWW / Grainger (W.W.), Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 14, 2019 DEF 14A

definitive proxy statement on Schedule 14A filed with the SEC on March 14, 2019;

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 28, 2019 EX-21

W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of December 31, 2018) Subsidiaries (over 50% ownership) Subsidiary Jurisdiction 2020 Supplies Limited England & Wales 2422626 Ontario Inc. Ontario 971086 Ontario Inc. Ontario Acklands - Gr

Exhibit 21 W.W. GRAINGER, INC. Subsidiaries and Affiliated Companies (as of December 31, 2018) Subsidiaries (over 50% ownership) Subsidiary Jurisdiction 2020 Supplies Limited England & Wales 2422626 Ontario Inc. Ontario 971086 Ontario Inc. Ontario Acklands - Grainger Inc. Canada AJ Howard Industrial Supplies Limited England & Wales American Fabory Corporation Delaware Apex Industrial Limited Scotl

February 28, 2019 EX-10.9

Summary Description of the 2018 Directors Compensation Program

Exhibit 10.9 Summary Description of the 2018 Directors Compensation Program Members of the Company’s Board of Directors who are not Company employees receive an annual retainer of $100,000, which is intended to cover all regularly scheduled meetings of the Board and its committees. The Chairs of Board committees receive additional annual retainers. For the Chair of the Audit Committee, the retaine

February 28, 2019 10-K

Annual Report on Form 10-K for the year ended December 31, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grainger,

February 28, 2019 EX-10.16

SUMMARY DESCRIPTION OF THE 2019 COMPANY MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.16 SUMMARY DESCRIPTION OF THE 2019 COMPANY MANAGEMENT INCENTIVE PROGRAM I. Introduction The 2019 Company Management Incentive Program (CMIP) is designed to provide an incentive cash compensation opportunity to the CEO of W.W. Grainger, Inc. (Company) and the CEO's direct reports (individually, a participant, and collectively, the participants) based upon two key factors that drive impro

February 14, 2019 SC 13G

GWW / Grainger (W.W.), Inc. / Longview Partners (Guernsey) LTD - LONGVIEW PARTNERS (GUERNSEY) LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 W.W. Grainger, Inc. (Name of Issuer) Common (Title of Class of Securities) US3848021040 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Ru

February 11, 2019 SC 13G/A

GWW / Grainger (W.W.), Inc. / VANGUARD GROUP INC Passive Investment

wwgraingerinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: WW Grainger Inc Title of Class of Securities: Common Stock CUSIP Number: 384802104 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to des

February 8, 2019 SC 13G/A

GWW / Grainger (W.W.), Inc. / Williams Susan Slavik - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 6, 2019 SC 13G/A

GWW / Grainger (W.W.), Inc. / Slavik James D - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12) W.W. GRAINGER, INC. (Name of Issuer) Common Stock (par value $.50 per share) (Title of Class of Securities) 384802–10–4 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

January 24, 2019 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2018 FOURTH QUARTER AND FULL YEAR Full year sales increase 8 percent; reported operating margin of 10 percent; adjusted operating margin of 12 percent; company provides 2019 guidance

GRAINGER REPORTS RESULTS FOR THE 2018 FOURTH QUARTER AND FULL YEAR Full year sales increase 8 percent; reported operating margin of 10 percent; adjusted operating margin of 12 percent; company provides 2019 guidance 2018 Financial Highlights • Sales of $11.

January 24, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2019 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File

November 1, 2018 EX-10.1

W.W. GRAINGER, INC. 2015 INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 31, 2018)

W.W. GRAINGER, INC. 2015 INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 31, 2018) Article 1Establishment, Purpose, and Duration 1.1 Establishment. W.W. Grainger, Inc., an Illinois corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the W.W. Grainger, Inc. 2015 Incentive Plan, as amended and restated effective October 31, 2018

November 1, 2018 10-Q

GWW / Grainger (W.W.), Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W.

October 16, 2018 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2018 THIRD QUARTER Revenue grows 7.4%; 8.2% excluding foreign exchange and impact of hurricanes

GRAINGER REPORTS RESULTS FOR THE 2018 THIRD QUARTER Revenue grows 7.4%; 8.2% excluding foreign exchange and impact of hurricanes Quarterly Summary • Reported operating earnings of $189 million, down 32 percent; adjusted operating earnings of $332 million, up 15 percent • Reported operating margin of 6.7 percent, down 380 basis points; adjusted operating margin of 11.7 percent, up 80 basis points •

October 16, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2018 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File

July 26, 2018 10-Q

GWW / Grainger (W.W.), Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grain

July 18, 2018 EX-99.1

GRAINGER REPORTS RESULTS FOR THE 2018 SECOND QUARTER Raises Sales Guidance to 5.5% to 8.5% and EPS Guidance to $15.05 to $16.05

GRAINGER REPORTS RESULTS FOR THE 2018 SECOND QUARTER Raises Sales Guidance to 5.5% to 8.5% and EPS Guidance to $15.05 to $16.05 Quarterly Summary • Sales of $2.9 billion, up 9.4 percent • Reported operating earnings of $344 million, up 50 percent; adjusted operating earnings of $359 million, up 23 percent • Reported operating margin of 12.0 percent, up 320 basis points; adjusted operating margin o

July 18, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2018 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File Num

June 25, 2018 CORRESP

GWW / Grainger (W.W.), Inc. CORRESP

W.W. Grainger, Inc. 100 Grainger Parkway Lake Forest, IL 60045-5201 June 25, 2018 VIA EDGAR Mr. William H. Thompson Accounting Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: W.W. Grainger, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 26, 2018 File No. 001-05684 Dear Mr. Thompson: This letter

April 27, 2018 EX-10.3

W.W. GRAINGER, INC. 2015 Incentive Plan Stock Option Agreement

Exhibit 10.3 W.W. GRAINGER, INC. 2015 Incentive Plan Stock Option Agreement This Stock Option Agreement (this "Agreement"), dated as of April 2, 2018 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer"). In consideration of

April 27, 2018 10-Q

GWW / Grainger (W.W.), Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5684 W.W. Grai

April 27, 2018 EX-10.5

W.W. GRAINGER, INC. 2015 Incentive Plan Performance Restricted Stock Unit Agreement

Exhibit 10.5 W.W. GRAINGER, INC. 2015 Incentive Plan Performance Restricted Stock Unit Agreement This Performance Restricted Stock Unit Agreement (this "Agreement"), dated as of April 2, 2018 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Comp

April 27, 2018 EX-10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is made and entered into this 2nd day of April 2018, by and between W.W. Grainger, Inc. (“Grainger”) and Ronald Jadin (the “Officer”). The Officer understands and voluntarily enters into this Agreement with Grainger and, in consideration of the Separation Payments and benefit continuat

April 27, 2018 EX-10.2

SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is made and entered into this 2nd day of April 2018, by and between W.W. Grainger, Inc. (“Grainger”) and Joseph High (the “Officer”). The Officer understands and voluntarily enters into this Agreement with Grainger and, in consideration of the Separation Payments and benefit continuati

April 27, 2018 EX-10.4

W.W. GRAINGER, INC. 2015 Incentive Plan Restricted Stock Unit Agreement

Exhibit 10.4 W.W. GRAINGER, INC. 2015 Incentive Plan Restricted Stock Unit Agreement This Restricted Stock Unit Agreement (this "Agreement"), dated as of April 2, 2018 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer"). In

April 26, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2018 W.W. GRAINGER, INC. (Exact name of registrant as specified in its charter) Illinois 1-5684 36-1150280 (State or other jurisdiction of incorporation) (Commission File Nu

April 19, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2018 W.W. Grainger, Inc. (Exact name of Registrant as Specified in its Charter) Illinois 1-5684 36-1150280 (State or Other Jurisdiction of Incorporation) (Commission File Nu

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