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~~December 3110, 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 number)

(I.R.S. Employer Identification No.)

100 Grainger Parkway

60045-5201

Lake Forest,

Illinois

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (847) 535-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock	GWW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 25.0203. ~~Results~~ Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition.~~Change in Fiscal Year

On ~~October~~December 3110, 2025 (the “Effective Date”), the Board of Directors of W.W. Grainger, Inc. ~~issued~~(the a“Company”) ~~press~~approved ~~release~~amendments ~~announcing~~to ~~its~~the ~~financial~~Company’s ~~results~~By-Laws ~~for~~ (the ~~third~~“By-Laws”), ~~quarter~~effective ~~ended~~as ~~September 30,~~of ~~2025~~the Effective Date. AThe ~~copy~~amendments isreflect ~~furnished~~updates asto ~~Exhibit~~modernize ~~99.1~~and clarify certain provisions relating to ~~this~~virtual ~~report~~annual shareholder meetings and remote communications and update or remove outdated terminology.

The foregoing summary of the amendment to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

______________________________________________________________________

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
99.1			Press release announcing financial results for the third quarter ended September 30, 2025.
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document)

Exhibit No. Description

3.1 By-L aws of W.W. Grainger, Inc., as Amended

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline

XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~October~~December 3111, 2025

W.W. GRAINGER, INC. By: /s/ ~~Deidra~~Paul C.Stanukinas ~~Merriwether~~ Name: ~~Deidra~~Paul C.Stanukinas ~~Merriwether~~ Title: ~~Senior~~ Vice President ~~andChief~~and ~~Financial~~Corporate ~~Officer~~Secretary

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