Berardinelli Krantz Nancy L 4
4 · W.W. GRAINGER, INC. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
W.W. Grainger Sr. VP Nancy Berardinelli Receives Awards; Withholds 772 Shares
What Happened Nancy L. Berardinelli, Sr. Vice President & Chief Legal Officer of W.W. Grainger (GWW), received equity awards and had shares withheld to cover tax liabilities on April 1, 2026. She was credited with 863 shares (PSU settlement) and granted 903 restricted stock units (RSUs) — total 1,766 shares (awards, code A, $0.00 price). Concurrently, 772 shares were withheld for taxes (code F) and treated as dispositions at $1,090.81 per share, totaling $842,105 in value across four withholding actions. These transactions are compensation-related awards and tax withholding, not open-market sales.
Key Details
- Transaction date: April 1, 2026
- Awards: 863 shares (PSU settlement) + 903 RSUs granted (total 1,766 shares) at $0.00 (code A)
- Withheld/disposed: 772 shares withheld for taxes (code F) at $1,090.81 per share; amounts: 383 sh ($417,780), 142 sh ($154,895), 119 sh ($129,806), 128 sh ($139,624); total ≈ $842,105
- Notable footnotes:
- PSU settlement: 2023 PSUs vested at a 90% payout based on performance for 2023–2025 (approved by independent directors) (F1).
- RSU awards: April 1, 2026 RSU grant vests in three tranches (1/3 on 4/1/27, 1/3 on 4/1/28, remainder on 4/1/29) (F3).
- Other withholdings were for partial settlements of prior RSU awards (F4–F6).
- Shares owned after the transactions: not disclosed in the filing.
- Filing timeliness: no late filing indicated.
Context
- The PSU settlement reflects performance-based compensation (paid at 90% of target); RSUs are time-based awards that vest in future tranches.
- The withheld shares were for tax withholding—routine administrative dispositions—not open-market sales, and therefore generally not interpreted as a bearish signal.
- Transaction codes: A = award/grant; F = shares withheld to satisfy tax obligations.
Insider Transaction Report
Form 4
Berardinelli Krantz Nancy L
Sr. VP & CLO
Transactions
- Award
Common Stock
[F1]2026-04-01+863→ 3,660 total - Tax Payment
Common Stock
[F2]2026-04-01$1090.81/sh−383$417,780→ 3,277 total - Award
Common Stock
[F3]2026-04-01+903→ 4,180 total - Tax Payment
Common Stock
[F4]2026-04-01$1090.81/sh−142$154,895→ 4,038 total - Tax Payment
Common Stock
[F5]2026-04-01$1090.81/sh−119$129,806→ 3,919 total - Tax Payment
Common Stock
[F6]2026-04-01$1090.81/sh−128$139,624→ 3,791 total
Footnotes (6)
- [F1]These were vested performance stock units ("PSUs"), granted on April 1, 2023. The Company's performance over the three-year period ended December 31, 2025 achieved a payout equal to 90% of the 2023 PSU program target, as approved by the Board of Directors of the Company (the "Board") acting in executive session with only independent directors participating, on February 18, 2026 upon the earlier determination of the Compensation Committee of the Board.
- [F2]Shares withheld for tax withholding for the PSU settlement described in footnote 1.
- [F3]April 1, 2026 award of restricted stock units ("RSU"). All RSUs will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2027, 1/3 vests on April 1, 2028, and the remainder vests on April 1, 2029.
- [F4]Shares withheld for tax withholding for the partial settlement of the April 1, 2023 award of RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vested in three tranches, where 1/3 vested on April 1, 2024, 1/3 vested on April 1, 2025, and the remainder vested on April 1, 2026.
- [F5]Shares withheld for tax withholding for the partial settlement of the April 1, 2024 award of RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2025, 1/3 vested on April 1, 2026, and the remainder vests on April 1, 2027.
- [F6]Shares withheld for tax withholding for the partial settlement of the April 1, 2025 award of RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.
Signature
/s/ Cherita Thomas, by POA from Nancy L. Berardinelli-Krantz, Sr. VP and CLO|2026-04-02