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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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-00255



GRAYBAR ELECTRIC COMPANY, INC.
(Exact name of registrant as specified in its charter)

New York	13-0794380
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

34 North Meramec Avenue, St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(314) 573 - 9200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  NO 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit such files).

YES  NO 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer 		Accelerated filer 
Non-accelerated filer 		Smaller reporting company 
		Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  NO 

Common Stock Outstanding at July 15, 2025: 32,387,422

(Number of Shares)

Graybar Electric Company, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the Period Ended June 30, 2025

(Unaudited)

Table of Contents


PART I.	FINANCIAL INFORMATION			Page

	Item 1.	Financial Statements
			Condensed Consolidated Statements of Income	3
			Condensed Consolidated Statements of Comprehensive Income	4
			Condensed Consolidated Balance Sheets	5
			Condensed Consolidated Statements of Cash Flows	6
			Condensed Consolidated Statements of Changes in Shareholders’ Equity	7
			Notes to Condensed Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21

	Item 4.	Controls and Procedures		21

PART II.	OTHER INFORMATION

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23

	Item 5.	Other Information		23

	Item 6.	Exhibits		24

	Signatures			25

‎

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME



	(Unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
(Stated in millions, except per share data)	2025		2024		2025		2024
Net Sales	$	3,369.9	$	3,005.3	$	6,319.7	$	5,738.0
Cost of merchandise sold		(2,730.1)		(2,419.5)		(5,104.9)		(4,604.2)
Gross Margin		639.8		585.8		1,214.8		1,133.8
Selling, general and administrative expenses		(433.1)		(416.4)		(855.4)		(809.0)
Depreciation and amortization		(21.5)		(20.4)		(42.6)		(39.7)
Other operating income, net		1.8		1.0		8.4		7.6
Income from Operations		187.0		150.0		325.2		292.7
Non-operating expenses, net		(1.3)		(1.7)		(2.9)		(2.1)
Income before Provision for Income Taxes		185.7		148.3		322.3		290.6
Provision for income taxes		(47.3)		(37.7)		(82.8)		(74.5)
Net Income		138.4		110.6		239.5		216.1
Net income attributable to noncontrolling interests		(0.3)		(0.2)		(0.5)		(0.5)
Net Income attributable to Graybar Electric Company, Inc.	$	138.1	$	110.4	$	239.0	$	215.6
Net Income attributable to Graybar Electric Company, Inc. per share of Common Stock	$	4.26	$	3.42	$	7.36	$	6.66
Cash Dividends per share of Common Stock	$	0.30	$	0.30	$	0.60	$	0.60
Average Common Shares Outstanding		32.5		32.4		32.5		32.4

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	(Unaudited)
	Three Months Ended ‎June 30,				Six Months Ended ‎June 30,
(Stated in millions)	2025		2024		2025		2024
Net Income	$	138.4	$	110.6	$	239.5	$	216.1
Other Comprehensive Income (Loss)
Foreign currency translation		10.6		(1.8)		10.9		(5.9)
Pension and postretirement benefits liability adjustments (net of ‎ tax of $(0.6), $(0.6), $(1.2) and $(1.0) respectively)		1.9		1.7		3.7		2.8
Total Other Comprehensive Income (Loss)		12.5		(0.1)		14.6		(3.1)
Comprehensive Income	$	150.9	$	110.5	$	254.1	$	213.0
Less: Comprehensive income attributable to noncontrolling ‎ interests, net of tax		0.6		0.2		0.9		0.4
Comprehensive Income attributable to Graybar Electric Company, Inc.	$	150.3	$	110.3	$	253.2	$	212.6

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS



			June 30,		December 31,
(Stated in millions, except share and per share data)			2025		2024
ASSETS				(Unaudited)
Current Assets
Cash and cash equivalents			$	203.2	$	90.4
Trade receivables (less allowances of $14.6 and $15.2, respectively)				2,074.2		1,820.3
Merchandise inventory				925.4		902.2
Other current assets				96.5		87.0
Total Current Assets				3,299.3		2,899.9
Property, at cost
Land				95.6		95.4
Buildings				580.3		577.9
Furniture and fixtures				357.5		342.3
Software				155.9		154.4
Finance leases				6.8		6.8
Total Property, at cost				1,196.1		1,176.8
Accumulated depreciation and amortization				(719.5)		(698.9)
Net Property				476.6		477.9
Operating Lease Right-of-use Assets				237.7		232.9
Goodwill				234.0		232.2
Intangible Assets (less accumulated amortization of $75.1 and $62.1, respectively)				298.0		310.5
Other Non-current Assets				184.5		153.8
Total Assets			$	4,730.1	$	4,307.2
LIABILITIES
Current Liabilities
Short-term borrowings			$	—	$	22.0
Trade accounts payable				1,520.5		1,294.0
Accrued payroll and benefit costs				122.2		207.5
Current operating lease liabilities				58.3		55.7
Other current liabilities				315.6		246.5
Total Current Liabilities				2,016.6		1,825.7
Postretirement Benefits Liability				54.2		54.1
Pension Liability				116.4		129.0
Non-current Operating Lease Liabilities				198.4		194.9
Other Non-current Liabilities				55.8		55.9
Total Liabilities				2,441.4		2,259.6
SHAREHOLDERS’ EQUITY

	Shares at
Capital Stock	June 30, 2025	December 31, 2024
Common, stated value $20.00 per share
Authorized	50,000,000	50,000,000
Issued to voting trustees	27,432,538	26,656,527
Issued to shareholders	5,662,224	5,533,939
In treasury, at cost	(675,607)	(57,751)
Outstanding Common Stock	32,419,155	32,132,715		648.4		642.7
Advance Payments on Subscriptions to Common Stock				1.3		—
Retained Earnings				1,834.4		1,614.9
Accumulated Other Comprehensive Loss				(203.5)		(217.7)
Total Graybar Electric Company, Inc. Shareholders’ Equity				2,280.6		2,039.9
Noncontrolling Interests				8.1		7.7
Total Shareholders’ Equity				2,288.7		2,047.6
Total Liabilities and Shareholders’ Equity			$	4,730.1	$	4,307.2

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	(Unaudited)
	Six Months Ended June 30,
(Stated in millions)	2025		2024
Cash Flows from Operating Activities
Net Income	$	239.5	$	216.1
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		42.6		39.7
Non-cash operating lease expense		31.2		29.4
Deferred income taxes		1.7		(4.7)
Net gain on disposal of property		(5.4)		(6.6)
Earnings on investment in employee deferred compensation trust		(0.6)		(0.7)
Net income attributable to noncontrolling interests		(0.5)		(0.5)
Changes in assets and liabilities:
Trade receivables		(264.0)		(151.1)
Merchandise inventory		(22.9)		72.3
Other current assets		(8.9)		(10.8)
Other non-current assets		(32.1)		(29.3)
Trade accounts payable		226.5		145.1
Accrued payroll and benefit costs		(85.3)		(74.9)
Other current liabilities		79.6		3.6
Non-current liabilities		(37.4)		(34.8)
Total adjustments to net income		(75.5)		(23.3)
Net cash provided by operating activities		164.0		192.8
Cash Flows from Investing Activities
Proceeds from disposal of property		6.2		13.5
Capital expenditures for property		(26.7)		(22.2)
Insurance proceeds from property claim		10.4		—
Amounts attributable to acquisitions		(2.2)		(123.9)
Investment in employee deferred compensation trust		(1.1)		—
Net cash used by investing activities		(13.4)		(132.6)
Cash Flows from Financing Activities
Net decrease in short-term borrowings		(22.0)		—
Principal payments under finance arrangements		(0.4)		(1.0)
Payment of deferred financing fees		(2.4)		—
Sales of common stock		19.4		19.0
Purchases of common stock		(12.4)		(13.7)
Purchases of noncontrolling interests’ common stock		(0.5)		(0.5)
Dividends paid		(19.5)		(19.4)
Contingent consideration paid		—		(2.3)
Net cash used by financing activities		(37.8)		(17.9)
Net Increase in Cash		112.8		42.3
Cash, Beginning of Year		90.4		98.6
Cash, End of Period	$	203.2	$	140.9

Non-cash Investing and Financing Activities
Acquisitions of equipment under finance leases	$	0.2	$	—
Acquisitions of assets under operating leases	$	35.7	$	21.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY



	(Unaudited, stated in millions)

	Graybar Electric Company, Inc. Shareholders’ Equity
			Common				Accumulated
			Stock				Other				Total
	Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
	Stock		Unissued		Earnings		Loss		Interests		Equity
December 31, 2024	$	642.7	$	—	$	1,614.9	$	(217.7)	$	7.7	$	2,047.6
Net income						100.9				0.2		101.1
Other comprehensive income								2.0		0.1		2.1
Stock issued		13.5										13.5
Stock purchased		(4.1)								(0.5)		(4.6)
Advance payments				1.4								1.4
Dividends declared						(9.8)						(9.8)
March 31, 2025	$	652.1	$	1.4	$	1,706.0	$	(215.7)	$	7.5	$	2,151.3
Net income						138.1				0.3		138.4
Other comprehensive income								12.2		0.3		12.5
Stock issued		4.6										4.6
Stock purchased		(8.3)								—		(8.3)
Advance payments				(0.1)								(0.1)
Dividends declared						(9.7)						(9.7)
June 30, 2025	$	648.4	$	1.3	$	1,834.4	$	(203.5)	$	8.1	$	2,288.7

	Graybar Electric Company, Inc. Shareholders’ Equity
			Common				Accumulated
			Stock				Other				Total
	Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
	Stock		Unissued		Earnings		Loss		Interests		Equity
December 31, 2023	$	641.3	$	—	$	1,417.1	$	(177.9)	$	7.8	$	1,888.3
Net income						105.2				0.3		105.5
Other comprehensive loss								(2.9)		(0.1)		(3.0)
Stock issued		13.5										13.5
Stock purchased		(5.4)								(0.2)		(5.6)
Advance payments				0.7								0.7
Dividends declared						(9.7)						(9.7)
March 31, 2024	$	649.4	$	0.7	$	1,512.6	$	(180.8)	$	7.8	$	1,989.7
Net income						110.4				0.2		110.6
Other comprehensive loss								(0.1)		—		(0.1)
Stock issued		4.1										4.1
Stock purchased		(8.3)								(0.3)		(8.6)
Advance payments				0.7								0.7
Dividends declared						(9.7)						(9.7)
June 30, 2024	$	645.2	$	1.4	$	1,613.3	$	(180.9)	$	7.7	$	2,086.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Stated in millions, except share and per share data)

(Unaudited)

1. DESCRIPTION OF THE BUSINESS

Graybar Electric Company, Inc. (“Graybar”, “Company”, "we", "our", or "us") is a New York corporation, incorporated in 1925. We are engaged in the distribution of electrical, industrial, and automation and connectivity products and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, commercial, institutional and government ("CIG"), and industrial & utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations ("MRO"), and original equipment manufacturers ("OEM"). In our primary role as third-party wholesale distributor, we neither manufacture nor contract to manufacture the products that we sell; however, one of our subsidiaries may contract to manufacture some of its private label lighting fixtures. Our business activity is primarily based in the United States (“U.S.”). We also have subsidiary operations with distribution facilities in Canada and Puerto Rico.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies conform to generally accepted accounting principles in the U.S. ("GAAP”) and are applied on a consistent basis among all years presented. The full summary of our significant accounting policies is included in our latest Annual Report on Form 10-K for the year ended December 31, 2024.

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by Graybar pursuant to the rules and regulations of the U.S. Securities and Exchange Commission applicable to interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information presented not misleading. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect reported amounts. Our condensed consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in our latest Annual Report on Form 10-K.

In the opinion of management, this quarterly report includes all adjustments, consisting of normal recurring accruals and adjustments, necessary for the fair presentation of the condensed consolidated financial statements presented. Results for interim periods are not necessarily indicative of results to be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Graybar and our subsidiary companies. All material intercompany balances and transactions have been eliminated. The ownership interests that are held by owners other than the Company are in subsidiaries owned by the Company and are accounted for and reported as noncontrolling interests.

New Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU” or “Update”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires public entities to provide enhanced disclosures of significant segment expenses and other segment items. Public entities with a single reportable segment must provide all the disclosures required by Topic 280, including the significant segment expense disclosures. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that had been required annually. The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The guidance was applied retrospectively to all periods presented in the financial statements. The adoption of this Update did not have a material impact on consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency and decision usefulness of annual income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid

information. The guidance is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact of this Update on our consolidated financial statements and expect expansion of our annual income tax footnote disclosures.

In March 2024, the SEC issued final climate-related disclosure rules requiring disclosure of material climate-related risks, board and management governance of such risks, and material direct and indirect greenhouse gas emissions. Disclosures will be made prospectively, with phased-in effective dates starting with fiscal years beginning on or after January 1, 2025. The SEC voluntarily delayed the implementation of the climate-related disclosure rules in April 2024, pending review of the rules by the Court of Appeals for the Eighth Circuit. On February 11, 2025, the Acting Chairman of the SEC announced that he had directed the Commission staff to request the Court not to schedule the case for argument in order to provide time for the Commission to determine appropriate next steps in the case. In March 2025, the Commission announced that it would no longer defend the rules, and several states filed motions to intervene in support of them. On July 23, 2025, the Commission filed a motion with the Court requesting that the litigation proceed without addressing whether the Commission would review or reconsider the rules, if upheld. We are currently evaluating the impact that these rules could have on our consolidated financial statements and notes thereto.

In November 2024, the FASB issued ASU 2024-04, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items. Public business entities are required to disclose purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. Specified expenses, gains or losses that are already disclosed under existing GAAP are required to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts need to be described qualitatively. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. The guidance is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The guidance is required to be applied prospectively and may be applied retrospectively. We are currently evaluating the impact of this Update and will adopt it beginning in our December 31, 2027 consolidated financial statements.

3. REVENUE

The following table summarizes the percentages of our net sales attributable to each of our vertical markets for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Construction	59.8	%	60.1	%	59.9	%	59.7	%
CIG	21.8		22.6		21.9		22.6
Industrial & Utility	18.4		17.3		18.2		17.7
Total net sales	100.0	%	100.0	%	100.0	%	100.0	%

Certain reclassifications have been made to the vertical market assigned to customers in the prior year’s information to conform to the June 30, 2025 presentation.

We had no material contract assets, contract liabilities, or deferred contract costs recorded on the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024. In addition, for the three and six months ended June 30, 2025 and 2024, revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period was not material.

4. INCOME TAXES

Our total provision for income taxes was $47.3 million and $82.8 million for the three and six months ended June 30, 2025, respectively. We record our income tax provision using a full-year forecasted methodology, including discrete items in the period in which they occur. Our year-to-date effective tax rate was 25.7% for the six months ended June 30, 2025, compared to 25.6% for the six months ended June 30, 2024.

In 2021, the Organization for Economic Cooperation and Development (“OECD”) introduced a framework, referred to as Pillar Two, creating a 15% global minimum effective tax rate for large multinational corporations. Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Company operates, effective beginning January 1, 2024. The Pillar Two effective rates in all jurisdictions in which the Company operates are above 15% and management is not currently aware of any

circumstances under which this might change. Accordingly, based upon 2025 results and reporting structure, no top-up taxes have been recorded.

On July 4, 2025, President Trump signed legislation formally entitled “An Act to provide reconciliation pursuant to title II of H. Con. Res. 14.,” but commonly known as the One Big Beautiful Bill Act or “OBBBA”. This legislation, among many provisions, modified deductibility of domestic research or experimental expenditures, fixed asset depreciation, and charitable contributions. The Company continues to review OBBBA and related guidance and will reflect any impact in the period of enactment.

Our federal income tax returns for the tax years 2021 and forward are available for examination by the U.S. Internal Revenue Service (“IRS”). The statute of limitations for the 2021 federal return will expire on October 15, 2025, unless extended by consent. Our state income tax returns for 2020 through 2024 remain subject to examination by various state authorities with the latest period closing on December 31, 2029. We have not extended the statutes of limitations in any state jurisdictions with respect to years prior to 2020.

5. DEBT

Revolving Credit Facility

At December 31, 2024, we, along with Graybar Canada Limited, our Canadian operating subsidiary ("Graybar Canada"), had an unsecured, five-year, $750.0 million committed revolving credit agreement maturing in August 2026 with Bank of America, N.A. and the other lenders named therein (the "Credit Agreement"), which included a combined letter of credit sub-facility of up to $25.0 million, a U.S. swing-line loan facility of up to $75.0 million, and a Canadian swing-line loan facility of up to $20.0 million. The Credit Agreement included a $100.0 million sublimit (in U.S. or Canadian dollars) available for borrowings by Graybar Canada. The Credit Agreement contained an accordion feature, which allowed us to request increases in the aggregate borrowing commitments or incremental term loans of up to $375.0 million.

On June 27, 2025, we, along with Graybar Canada, amended and extended the Credit Agreement, pursuant to the terms and conditions of a Sixth Amendment to the Credit Agreement, dated as of June 27, 2025 (the “Amended Credit Agreement”), by and among Graybar, as parent borrower, Graybar Canada, as a borrower, the guarantors named therein, the lenders party thereto, Bank of America, N.A. as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer. The Amended Credit Agreement includes a combined letter of credit sub-facility of up to $35.0 million, a U.S. swing-line loan facility of up to $75.0 million, and a Canadian swing-line facility of up to $20.0 million. The Amended Credit Agreement includes a $100.0 million sublimit (in U.S. or Canadian dollars) for borrowings by Graybar Canada. Our borrowing availability under the facility is reduced by the amount of borrowings by Graybar Canada, but we may use the sublimit amount to increase our borrowings, to the extent available. If we were to use available borrowings under the Amended Credit Agreement that included the sublimit amount, then Graybar Canada’s available capacity would be reduced by our use of such amount. The Amended Credit Agreement contains an accordion feature, which allows us to request increases in the aggregate borrowing commitments or incremental term loans of up to $375.0 million.

Interest on the Company’s borrowings under the Amended Credit Agreement will be based on, at the borrower’s election, either (A) (i) the base rate (as defined in the Amended Credit Agreement), or (ii) term SOFR (as defined in the Amended Credit Agreement, in the case of U.S. dollar-denominated borrowings) or (B) (i) the base rate (as defined in the Amended Credit Agreement) or (ii) term CORRA (as defined in the Amended Credit Agreement, in the case of Graybar Canada as borrower with respect to Canadian dollar-denominated borrowings), in each case plus an applicable margin, as determined by the pricing grid set forth in the Amended Credit Agreement. In connection with such a borrowing, the applicable borrower will also select the term of the loan, up to six months, or automatically renew with the consent of the lenders. Swing-line loans, which are daily loans, will bear interest at a rate based on, at the borrower’s election, either (i) the base rate or (ii) term SOFR (or term CORRA, in the case of Graybar Canada with respect to Canadian dollar-denominated borrowings). In addition to interest payments, there are certain fees and obligations associated with borrowings, swing-line loans, letters of credit, term loans and other administrative matters.

The five-year Amended Credit Agreement matures in June 2030. Borrowings of Graybar Canada may be in U.S. Dollars or Canadian Dollars. The obligations of Graybar Canada are secured by the guaranty of Graybar, GBE Sub, LLC and any material domestic subsidiaries of Graybar (as defined). Under no circumstances will Graybar Canada use its borrowings to benefit Graybar or its operations, including without limitation to repay any of Graybar’s obligations under the facility.

The Amended Credit Agreement provides for a quarterly facility fee ranging from 0.25% to 0.4% per annum, subject to adjustment based upon the consolidated leverage ratio for a fiscal quarter, and letter of credit fees ranging from 1.00% to 1.60% per annum payable quarterly, subject to such adjustment. Borrowings can be either base rate loans plus a margin ranging from 0.00% to

0.60% or term SOFR, term CORRA, SOFR daily floating rate, or daily simple CORRA rate loans plus a margin ranging from 1.00% to 1.60%, subject to adjustment based upon the consolidated leverage ratio. Availability under the Amended Credit Agreement is subject to the accuracy of representations and warranties and absence of a default and, in the case of Canadian borrowings denominated in Canadian dollars, the absence of a material adverse change in the national or international financial markets, which would make it impracticable to lend Canadian dollars.

The Amended Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on Graybar and all but certain of our subsidiaries with respect to indebtedness (with specified, limited exceptions), liens, changes in the nature of our business, investments, mergers and acquisitions, issuance of equity securities, dispositions of assets and dissolution of certain subsidiaries, transactions with affiliates, as well as securitizations and transactions with sanctioned parties or in violation of certain US or Canadian anti-corruption and anti-money laundering laws. There are also maximum leverage ratio and minimum interest coverage ratio financial covenants to which the Company is subject during the term of the Amended Credit Agreement.

The Amended Credit Agreement also provides for customary events of default, including a failure to pay principal, interest or fees when due, failure to comply with covenants, the fact that any representation or warranty made by any of the credit parties is materially incorrect, the occurrence of an event of default under certain other indebtedness of Graybar and its subsidiaries, the commencement of certain insolvency or receivership events affecting any of the credit parties, certain actions under the Employee Retirement Income Security Act of 1974 (“ERISA”) and the occurrence of a change in control of any of the credit parties (subject to certain permitted transactions as described in the Amended Credit Agreement). Upon the occurrence of an event of default, the commitments of the lenders may be terminated and all outstanding obligations of the credit parties under the Amended Credit Agreement may be declared immediately due and payable.

Certain parties to the Amended Credit Agreement and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, banking, investment banking and other advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.

We were in compliance with all covenants under the Amended Credit Agreement and Credit Agreement, respectively, as of June 30, 2025 and December 31, 2024.

At June 30, 2025, we had total debt of $2.0 million, of which $1.0 million was long-term debt. At December 31, 2024, we had total debt of $2.2 million, of which $1.3 million was long-term debt. There were no short-term borrowings as of June 30, 2025 under the Amended Credit Agreement, compared to short-term borrowings of $22.0 million as of December 31, 2024 under the Credit Agreement.

Short-term borrowings outstanding during the six months ended June 30, 2025 ranged from no short-term borrowings to a maximum of $37.0 million. Short-term borrowings outstanding during the six months ended June 30, 2024 ranged from no short-term borrowings to a maximum of $38.0 million.

At June 30, 2025, we had unused lines of credit under the Amended Credit Agreement amounting to $745.9 million available, compared to $724.2 million at December 31, 2024 under the Credit Agreement. These lines are available to meet our short-term cash requirements and are subject to annual fees of up to 40 basis points (0.40%).

We had interest income, net of $0.1 million for the three months ended June 30, 2025, compared to interest income, net of $0.5 million for the three months ended June 30, 2024. We had interest income, net of $0.4 million for the six months ended June 30, 2025, compared to interest income, net of $1.0 million for the six months ended June 30, 2024.

Private Placement Shelf Agreements

We have an uncommitted, unsecured $200.0 million private placement shelf agreement (the “Prudential Shelf Agreement”) with PGIM, Inc., which is expected to allow us to issue senior promissory notes to affiliates of PGIM, Inc. at fixed rate terms to be agreed upon at the time of any issuance during a three-year issuance period ending in August 2026.

We also have an uncommitted, unsecured $200.0 million private placement shelf agreement (the "MetLife Shelf Agreement") with MetLife Investment Management, LLC (formerly known as MetLife Investment Advisors, LLC), and MetLife Investment Management Limited (collectively, “MetLife”) and each other MetLife affiliate that becomes a party to the agreement. The MetLife Shelf Agreement is expected to allow us to issue senior promissory notes to MetLife at fixed or floating rate economic terms to be agreed upon at the time of any issuance during a three-year period ending in June 2027, and thereafter, for successive three-year

periods until either party notifies the other party at least 30 days prior to the then applicable stated period end date of its intent not to extend.

We remain obligated under a most favored lender clause which is designed to ensure that any notes in the future under the Prudential Shelf Agreement and MetLife Shelf Agreement will continue to be of equal ranking with indebtedness under our Amended Credit Agreement.

No notes have been issued under either the Prudential Shelf Agreement or the MetLife Shelf Agreement as of June 30, 2025 and December 31, 2024.

Each shelf agreement contains representations and warranties of the Company and the applicable lender, events of default and affirmative and negative covenants, customary for agreements of this type. These covenants are substantially similar to those contained in the Amended Credit Agreement, subject to a number of exceptions and qualifications set forth in the applicable shelf agreement. All outstanding obligations of Graybar under one or both of these agreements may be declared immediately due and payable upon the occurrence of an event of default.

We were in compliance with all covenants under the Prudential Shelf Agreement and the MetLife Shelf Agreement as of June 30, 2025 and December 31, 2024.

Letters of Credit

We had total letters of credit of $9.8 million outstanding as of June 30, 2025, of which $4.1 million were issued under the Amended Credit Agreement. We had total letters of credit of $9.6 million as of December 31, 2024, of which $3.8 million were issued under the Credit Agreement. The letters of credit are issued primarily to support certain workers' compensation insurance policies and support performance under certain customer contracts.

6. PENSION AND OTHER POSTRETIREMENT BENEFITS

We have a noncontributory defined benefit pension plan (the "Pension Plan") covering substantially all employees first hired prior to July 1, 2015 after the completion of one year of service and 1,000 hours of service. The Pension Plan provides retirement benefits based on an employee’s final average earnings and years of service. A supplemental benefit plan provides nonqualified pension benefits for compensation in excess of the IRS compensation limits applicable to the Pension Plan and eligible compensation deferred by a participant.

Our funding policy is to make contributions to the Pension Plan, provided that the total annual contributions will not be less than the ERISA and the Pension Protection Act of 2006 minimums or greater than the maximum tax-deductible amount, to review the contribution and funding strategy on a regular basis, and to allow discretionary contributions to be made by us from time to time. The assets of the Pension Plan are invested primarily in fixed income investments and equity securities. We pay nonqualified pension benefits when they are due according to the terms of the supplemental benefit plan. We have an employee deferred compensation trust to meet funding obligations for nonqualified pension benefits to certain participants in the supplemental benefit plan. The assets of the employee deferred compensation trust are invested in highly liquid money market funds and U.S. Treasury securities.

We provide certain postretirement healthcare and life insurance benefits to retired employees. Substantially all of our employees hired or rehired prior to 2014 may become eligible for postretirement medical benefits if they reach the age and service requirements of the retiree medical plan and retire on a pension (except a deferred pension) under the Pension Plan. Postretirement life insurance benefits are insured through an insurance company. We fund postretirement benefits as incurred, and accordingly, there were no assets held in the postretirement benefits plan at June 30, 2025 and December 31, 2024.

The net periodic benefit cost for the three and six months ended June 30, 2025 and 2024 included the following components:



	Pension Benefits				Postretirement Benefits
	Three Months Ended				Three Months Ended
	June 30,				June 30,
Components of Net Periodic Benefit Cost	2025		2024		2025		2024
Selling, general and administrative expenses:
Service cost	$	5.4	$	5.8	$	0.3	$	0.3
Total selling, general and administrative expenses	$	5.4	$	5.8	$	0.3	$	0.3
Non-operating expenses, net:
Interest cost	$	8.5	$	8.1	$	0.8	$	0.8
Expected return on plan assets		(8.8)		(8.0)		—		—
Amortization of net actuarial loss		2.5		2.3		—		—
Total non-operating expenses, net	$	2.2	$	2.4	$	0.8	$	0.8
Net periodic benefit cost	$	7.6	$	8.2	$	1.1	$	1.1



	Pension Benefits				Postretirement Benefits
	Six Months Ended				Six Months Ended
	June 30,				June 30,
Components of Net Periodic Benefit Cost	2025		2024		2025		2024
Selling, general and administrative expenses:
Service cost	$	10.6	$	11.3	$	0.6	$	0.7
Total selling, general and administrative expenses	$	10.6	$	11.3	$	0.6	$	0.7
Non-operating expenses, net:
Interest cost	$	17.2	$	16.0	$	1.7	$	1.6
Expected return on plan assets		(17.8)		(16.0)		—		—
Amortization of net actuarial loss		4.9		3.8		—		—
Total non-operating expenses, net	$	4.3	$	3.8	$	1.7	$	1.6
Net periodic benefit cost	$	14.9	$	15.1	$	2.3	$	2.3

We made qualified and nonqualified pension contributions totaling $10.0 million during the three-month periods ended June 30, 2025 and 2024. Contributions made during the six-month periods ended June 30, 2025 and 2024 totaled $22.6 million and $21.1 million, respectively. Additional contributions of $20.0 million are expected to be paid during the remainder of 2025, but may change at our discretion.

7. CAPITAL STOCK

Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. Since 1928, substantially all of the issued and outstanding shares of common stock have been held of record by voting trustees under successive voting trust agreements. A new Voting Trust Agreement was established effective March 3, 2017, which expires by its terms on March 1, 2027 because under applicable New York law, a voting trust may not have a term greater than ten years. At June 30, 2025, approximately 83% of our outstanding common stock was held in the voting trust. The participation of shareholders in the voting trust is voluntary at the time the voting trust is created, but is irrevocable during its term. Shareholders who elect not to participate in the voting trust hold their common stock as shareholders of record. Shareholders may elect to participate in the voting trust at any time during the term of the voting trust.

No holder of our common stock or voting trust interests representing our common stock ("common stock", "common shares", or "shares") may sell, transfer or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any reason other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.

Cash dividends paid were $9.7 million for the three months ended June 30, 2025 and 2024. Cash dividends paid were $19.5 million and $19.4 million for the six months ended June 30, 2025 and 2024, respectively.

We also have authorized 10,000,000 shares of Delegated Authority Preferred Stock (“preferred stock”), par value one cent ($0.01). The preferred stock may be issued in one or more series, with the designations, relative rights, preferences, and limitations of shares of each such series being fixed by a resolution of our Board of Directors. There were no shares of preferred stock outstanding at June 30, 2025 and December 31, 2024.

8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table represents amounts reclassified from accumulated other comprehensive loss for the three months ended June 30, 2025 and 2024:



	Three Months Ended ‎June 30, 2025		Three Months Ended ‎June 30, 2024
	Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items
	Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses, net	$	2.5	$	2.3
Tax benefit		(0.6)		(0.6)
Total reclassifications for the period, net of tax	$	1.9	$	1.7

The following table represents amounts reclassified from accumulated other comprehensive loss for the six months ended June 30, 2025 and 2024:



	Six Months Ended ‎June 30, 2025		Six Months Ended ‎June 30, 2024
	Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items
	Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses, net	$	4.9	$	3.8
Tax benefit		(1.2)		(1.0)
Total reclassifications for the period, net of tax	$	3.7	$	2.8

The following table represents the activity included in accumulated other comprehensive loss for the three months ended June 30, 2025 and 2024:

GRAYBAR ELECTRIC CO INC 10-Q