Thomson Laurie R 4
4 · W.W. GRAINGER, INC. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
W.W. Grainger VP/Controller Laurie R. Thomson Receives Awards, Withholds Shares
What Happened
- Laurie R. Thomson, VP and Controller of W.W. Grainger (GWW), received equity awards on April 1, 2026 (two grants totaling 268 shares: 150 and 118 shares, recorded as awards at $0.00).
- On the same date, 134 shares were disposed (withheld) to satisfy tax withholding related to vested awards at a value of $1,090.81 per share, totaling roughly $146,170. These withholdings reflect settlement/tax obligations tied to vested PSUs and RSUs rather than open-market sales.
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (appears timely).
- Award entries: 150 shares and 118 shares granted (price reported $0.00).
- Withheld/disposed shares: 44, 17, 12, 49, and 12 shares (total 134) at $1,090.81 each; total ≈ $146,170.
- Shares owned after the transactions: not disclosed in the provided excerpt.
- Notable footnotes:
- F1: April 1, 2023 PSUs vested with a 90% payout based on 3‑year performance ending 12/31/2025 (Board approved).
- F2–F7: Explain these disposals were shares withheld to cover tax withholding for PSU/RSU settlements and describe vesting schedules for the April 1, 2023–2026 awards.
- Transaction codes: A = Award/Grant; F = Payment of exercise price or tax liability (shares withheld).
Context
- These transactions are routine equity award activity: new RSU grants were recorded and previously awarded PSUs/RSUs were partially settled, with shares withheld to satisfy tax obligations (not open-market sales).
- PSUs from April 1, 2023 paid out at 90% of target per the Compensation Committee/Board determination, which triggered the tax withholding shown.
- For retail investors, tax-withholding/share-withholding entries are administrative and do not necessarily signal insider buying or selling intent.
Insider Transaction Report
Form 4
Thomson Laurie R
VP, Controller
Transactions
- Award
Common Stock
[F1]2026-04-01+150→ 728 total - Tax Payment
Common Stock
[F2]2026-04-01$1090.81/sh−44$47,996→ 684 total - Award
Common Stock
[F3]2026-04-01+118→ 802 total - Tax Payment
Common Stock
[F4]2026-04-01$1090.81/sh−17$18,544→ 785 total - Tax Payment
Common Stock
[F5]2026-04-01$1090.81/sh−12$13,090→ 773 total - Tax Payment
Common Stock
[F6]2026-04-01$1090.81/sh−49$53,450→ 724 total - Tax Payment
Common Stock
[F7]2026-04-01$1090.81/sh−12$13,090→ 712 total
Footnotes (7)
- [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, 2024 Off-Cycle award of RSUs. 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 vested on April 1, 2025, 1/3 vested on April 1, 2026, and the remainder vests on April 1, 2027.
- [F7]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 Laurie R. Thomson, VP, Controller|2026-04-02