Berardinelli Krantz Nancy L 4

What Happened
Nancy L. Berardinelli Krantz, Senior Vice President & Chief Legal Officer of W.W. Grainger (GWW), had a total of 377 shares disposed via tax-withholding related to the partial settlement of a February 1, 2023 restricted stock unit (RSU) award. On Feb 1, 2025, 188 shares were withheld at $1,062.67/share (value $199,782). On Feb 1, 2026, 189 shares were withheld at $1,079.94/share (value $204,109). These withholdings are routine tax-related dispositions (code F), not open-market sales.

Key Details

• Transaction dates and prices:
  • 2025-02-01: 188 shares withheld @ $1,062.67 = $199,782 (disposition for tax withholding) — footnote F1.
  • 2026-02-01: 189 shares withheld @ $1,079.94 = $204,109 (disposition for tax withholding) — footnote F2.
• Total withheld: 377 shares; total value $403,891.
• Shares owned after transaction: not specified in the provided filing.
• Notable footnotes:
  • F1/F2: Shares were withheld to satisfy tax withholding on the partial settlement of the February 1, 2023 RSU award (vests in three equal tranches on 2/1/2024, 2/1/2025, 2/1/2026; settled one-for-one in unrestricted shares).
  • The filing notes an administrative error: the Feb 1, 2025 vesting was not reported at the time of vesting (late reporting for that tranche).
• Filing timeliness: The disclosure acknowledges the missed reporting of the 2/1/2025 vesting (administrative error), indicating a delayed report for that vesting event.

Context
These transactions are tax-withholding dispositions tied to RSU vesting (a common administrative step). They do not represent an open-market sale or a new investment decision by the insider and therefore should not be read as a clear bullish or bearish signal.