Thomson Laurie R 4

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.