Macpherson Donald G 4

What Happened

• Donald G. Macpherson, Chairman, CEO and Director of W.W. Grainger (GWW), received stock awards and had shares withheld to satisfy tax obligations on vested awards. On April 1, 2026 he was credited with 5,292 vested performance stock units (PSUs) and received a new grant of 3,461 restricted stock units (RSUs) (total = 8,753 shares acquired at $0.00 per share as award entries).
• To cover tax withholding related to these and prior award settlements, 3,898 shares were withheld/disposed on April 1, 2026 in four withholding transactions at $1,090.81 per share, with aggregate withholding proceeds of $2,557,949; $632,670; $501,773; and $559,586 (total ≈ $4,251,978). These were tax-withholdings, not open-market sales for investment purposes.

Key Details

• Transaction date: April 1, 2026 (Form 4 filed April 2, 2026).
• Awards acquired: 5,292 vested PSUs (2023 PSU program paid out at 90% of target) and 3,461 RSUs granted on April 1, 2026.
• Shares withheld for taxes (dispositions): 2,345; 580; 460; and 513 shares — total 3,898 shares — at $1,090.81 per share, total ≈ $4.25M.
• Vesting/context notes:
  • PSU payout: 2023 PSUs vested with a 90% payout as approved Feb 18, 2026 (footnote F1).
  • April 1, 2026 RSU grant vests 1/3 on each of Apr 1, 2027–2029 (footnote F3).
  • Withheld shares also relate to partial settlements/withholding for prior RSU awards from 2023–2025 (footnotes F4–F6).
• Shares owned after the transactions: Not specified in the provided filing excerpt.
• Filing timeliness: Form 4 filed the following day (Apr 2, 2026) for the Apr 1, 2026 transactions — no late filing indicated.

Context

• This was a routine compensation event: vested PSUs and new RSU grants, with shares withheld to cover tax obligations. Tax-withholding "disposals" are common when equity awards vest and do not necessarily reflect an insider selling shares for investment reasons.
• For retail investors, awards being granted and PSUs paying out show executive compensation being realized; the RSU grant vests over multiple years, indicating future equity retention rather than an immediate sale.