Berardinelli Krantz Nancy L 4

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.