W.W. Grainger (GWW) 10-K risk factor changes: FY2025 vs FY2024

For example, geopolitical conflicts and related international responses have [added: exacerbated,] and may continue to exacerbate inflationary pressures, including increases in fuel and other energy costs.

For example, disruptions to global transportation networks, such as [removed: rising sea levels impacting ports] [added: labor strikes] or extreme weather damaging logistics hubs, could increase delays and costs.

Accordingly, a significant or prolonged slowdown in economic activity in Canada, Japan, Mexico, the [removed: U.K., the] U.S. or any other major world economy, or a segment of any such economy, could negatively impact Grainger’s [removed: sales and] [added: sales,] results of [removed: operations.][added: operations and cash flow.]

Unexpected product shortages, [removed: tariffs,] product cost increases and risks [added: in trade and tariff policies] associated with Grainger’s suppliers could negatively impact customer relationships or result in an adverse impact on results of operations.

Grainger's products are purchased from more than 5,000 primary suppliers located in various countries around the world, not one of which accounted for more than 5% of total [removed: purchases.][added: purchases in the year ended December 31, 2025.]

For products sold in the U.S., Canada, [added: Mexico] and [removed: Mexico,] [added: Japan,] Grainger requires its suppliers and sub-suppliers, to comply with Grainger’s Supplier Code of Ethics, or other similar responsible sourcing standards, as a condition of doing business with Grainger.

[removed: The] [added: Grainger's Supplier] Code [added: of Ethics] also addresses how to report potential [added: Supplier] Code [added: of Ethics] violations and related concerns.

Even an isolated incident, or the aggregate effect of individually insignificant incidents, can erode trust and confidence, particularly if they result in adverse publicity, governmental [added: attention or] investigations, product recalls, or litigation, and as a result, could tarnish Grainger’s brand and lead to adverse effects on Grainger’s [removed: business.][added: business and results of its operations.]

Further changes in U.S. [added: and foreign] trade policy (including new or additional increases in duties or [removed: tariffs) and] [added: tariffs), including] retaliatory actions by U.S. trade [removed: partners] [added: partners,] could result in a worsening of economic conditions.

The level of demand for Grainger's products and services is influenced in multiple ways by the price and availability of raw materials and [removed: commodities, including fuel.]

For example, climate-related regulations on transportation emissions could increase fuel costs, [added: thereby impacting the cost of product distribution.]

Grainger’s ability to pass on such increases in costs in a timely [removed: manner] [added: manner, or at all,] depends on market conditions.

The inability to pass along cost increases could result in lower gross [removed: margins.][added: margins and lower net earnings.]

In addition, Grainger is exposed to foreign currency exchange rate risk with respect to the U.S. dollar relative to the local currencies of Grainger’s international subsidiaries, primarily the Japanese yen, Mexican peso, [added: and] Canadian dollar, [removed: and British pound sterling,] arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries, sales to customers, purchases from suppliers, and bank loans and lines of credit denominated in foreign currencies.

Grainger also has foreign currency exposure to the extent receipts and expenditures are not denominated in a subsidiary’s functional [removed: currency and that could have an impact on sales, costs and cash flows.][added: currency.]

These fluctuations in foreign currency exchange rates have affected and may continue to affect Grainger’s results of operations and impact reported net [removed: sales] [added: sales, costs, cash flows] and net earnings.

Grainger may not be able to pass rising product costs to customers if those customers have [removed: ready] product or supplier alternatives in the marketplace.

To manage these potential pressures, Grainger [removed: continuously] [added: routinely] considers the adoption of new operating initiatives, including new marketing programs, productivity improvements, inventory management and loss prevention initiatives, practical applications of artificial intelligence (AI) and other similar strategies.

Developing, upgrading, managing or implementing new technologies, including AI, business applications, strategies and innovations may require significant investment of resources by Grainger, may result in unexpected costs and disruptions to operations, may take longer than expected, may increase Grainger's vulnerability to cyber [removed: breaches,] [added: security incidents,] attacks or intrusions, and may not provide all anticipated benefits.

[removed: From time to time,] Grainger experiences changes in its customer base and product mix that affect gross margin.

[removed: Changes in] customer [removed: base and product mix result primarily from business acquisitions and divestitures, changes in customer demand, customer] acquisitions, selling and marketing activities, competition and the increased use of eCommerce by Grainger and its competitors.

In addition, any insurance or indemnification [removed: rights,] [added: rights related to Grainger-branded products,] including against the manufacturer of such products, may be insufficient or unavailable to protect Grainger against potential loss exposures.

These factors, many of which are outside of Grainger’s control, could cause [removed: stock price] [added: volatility in securities prices] and trading [removed: volume volatility or] [added: volume, including] Grainger’s stock [removed: price] [added: price,] to decline.

Volatility in the price of Grainger's securities could result in the filing of securities [removed: class action litigation,] [added: litigation or government investigations,] which could result in substantial costs and the diversion of [removed: management] [added: management's] time and resources.

MonotaRO's disclosure and reporting obligations under TSE listing requirements and Japanese securities laws, including the timing of such obligations, [added: vary and] may [added: continue to] vary from Grainger's obligations under New York Stock Exchange listing requirements and U.S. securities laws.

The successful execution of Grainger’s eCommerce growth strategy depends on a number of factors, including Grainger’s investment in its eCommerce platforms, consumer preferences and purchasing trends, and the ability to deliver a seamless procurement experience across digital and [removed: also] physical retail channels.

As its eCommerce platforms have grown in recent years, Grainger has increased, and expects to continue to increase, its investments in developing, managing and implementing technology information systems, software [removed: development] [added: development, machine learning] and other capabilities to provide simplified customer interactions and to provide high-quality, user-friendly service to its customers and streamline customer interactions.

For example, Grainger relies in part on internet search engines to drive traffic to its websites, and the reach of Grainger’s eCommerce channels is impacted by how and [added: where its websites rank in both paid and unpaid search results.]

Grainger accepts a variety of payment methods via its eCommerce channels, including credit card, debit card, [removed: PayPal] and other payment methods and other online transactions, including through its eProcurement technologies [removed: which] [added: that] communicate directly with Grainger.com and Grainger's other eCommerce channels.

Although Grainger generally relies on third parties to facilitate eCommerce payments and payment processing services, Grainger may become subject to additional compliance requirements and regulations regarding these transactions and may also suffer losses from online fraudulent transactions on its eCommerce [removed: channels.][added: channels, including theft, credit card fraud and other fraudulent behavior.]

In addition, Grainger must pay certain transaction fees relating to these transactions, which may increase over time and could [removed: have an] [added: adversely] impact [removed: on] product [removed: margin,] [added: margins,] operating costs and profitability.

In order to compete, Grainger must attract, train, motivate, develop and retain [added: executive leaders and] key team members, and the failure to do so could have an adverse effect on results of [removed: operations.][added: operations and financial condition.]

In order to compete and [removed: have] [added: experience] continued growth, Grainger must attract, train, motivate, develop, and retain executives and other key team members, including those in managerial, technical, sales, supply chain, technology [removed: development] [added: development, data science] and information technology positions.

[removed: The success of Grainger's team member hiring and retention also] depends on Grainger's ability to build and maintain a workplace culture that enables all team members to have the opportunity for a fulfilling and meaningful career.

Moreover, changes in immigration policies may impair our ability to [removed: recruit and] [added: recruit,] hire [added: and retain] technical and professional talent globally.

Further, failure to successfully hire executives and key team members or adequately plan for the succession, transition, and assimilation of executive leaders and team members in key roles, or to plan for the loss of executives and key team members, could adversely affect Grainger's [removed: business] results [added: of operations] and financial condition.

These programs [removed: could] [added: can] be challenging to implement and costly to maintain, and Grainger’s actual or perceived failure to achieve its goals or uphold its commitments could adversely affect its reputation, business, and financial performance.

[removed: To be successful in the future,] Grainger must continue to preserve, grow and leverage the value of [removed: Grainger’s] [added: its] brand.

Grainger’s disclosures related to [removed: environmental and social matters] [added: corporate responsibility] expose it to risks that could adversely affect its reputation and performance.

Grainger’s pursuit of or inability to update, achieve, or accurately report its goals could damage its reputation, financial performance, and growth, leading to increased scrutiny from customers, enforcement authorities, and other various stakeholders and potential risks [removed: related to "anti-ESG sentiment",] such as reputational harm, lawsuits, or market access restrictions.

commodities, including fuel.

Changes in customer base and product mix result primarily from business acquisitions and divestitures, changes in customer demand,

Additionally, Grainger's operational flexibility could be impacted by work stoppages or slowdowns resulting from collective bargaining or unionization efforts by team members, or situations preventing team members from accessing Grainger facilities such as social unrest, major weather events or significant threats to public safety.

The success of Grainger's team member hiring and retention also

Grainger has established and publicly announced its Grainger Impact Program, including its efforts to eliminate waste, reduce its carbon footprint, improve workplace safety and foster a welcoming workplace.

Some AI capabilities also present ethical

Cybersecurity threats or cybersecurity incidents that impact Grainger’s systems, or those of its third-party business partners, could have a material adverse effect on Grainger, including its business strategy, financial condition and results of operations.

Although Grainger has a dedicated Information Security team, Grainger may be unable to anticipate, detect or prevent these techniques or implement effective preventative measures in all circumstances.

thereby impacting the cost of product distribution.

Additionally, Grainger faces many risks and uncertainties beyond the Company's control, including theft, credit card fraud, and other fraudulent behavior.

where its websites rank in both paid and unpaid search results.

Additionally, collective bargaining or unionization of team members could decrease Grainger's operational flexibility and lead to work stoppages or slowdowns.

Grainger has established and publicly announced environmental and social programs, including its efforts to address climate change, human rights, and an inclusive workplace.

For instance, California's new climate disclosure requirements and SEC-mandated climate risk reporting could increase compliance burdens and legal exposure.

Grainger may be unable to anticipate these techniques or implement preventative measures.

Any breach of Grainger’s security measures or any breach, error or

Grainger has experienced certain cybersecurity incidents, and in each instance, Grainger provided notifications where required by applicable law and adopted remedial measures.

Any such

This section of this Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are not included in this Form 10-K, and can be found in MD&A of Financial Condition and Results of Operations in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

W.W. Grainger, Inc. is a broad line distributor of maintenance, repair and operating (MRO) products and services with operations primarily in North America, Japan and the [removed: United Kingdom (U.K.).][added: U.K. Grainger uses its high-touch solutions and endless assortment businesses to serve customers worldwide, who rely on Grainger for products and services that enable them to run safe, sustainable and productive operations.]

The Company’s continued strategic aspiration for [removed: 2025] [added: 2026] is to relentlessly expand Grainger’s leadership position by being the go-to partner for people who build and run safe, sustainable, and productive operations.

Additionally, all Grainger businesses are focused on continuously enhancing our operational processes to improve service and cost through [removed: customer experience, technology and] [added: technology, strong supplier relationships,] supply chain infrastructure [added: and a continuous improvement mindset,] which ultimately delivers long-term returns for shareholders.

The global economy continues to experience [added: elevated levels of] volatility and [removed: uncertainty] [added: uncertainty,] including [removed: to] [added: within] the commodity, [removed: labor] [added: labor,] and transportation markets, [removed: arising from] [added: driven by] a combination of geopolitical [removed: conditions and events,] [added: developments] and [removed: various economic] [added: macroeconomic factors that can influence demand, cost] and [removed: financial factors.][added: execution risk.]

These [removed: conditions have affected the Company's operations and] [added: developments] may [removed: continue to affect] [added: impact] the [removed: Company's] [added: Company’s operations,] business, financial [removed: condition] [added: condition,] and results of operations.

Historically, the [removed: Company’s] [added: Company's] broad and diverse customer base and the [added: generally] nondiscretionary nature of [removed: the Company’s products to] its [removed: customers has helped to insulate it from the effects] [added: products have provided a degree] of [removed: recessionary] [added: resilience during] periods [added: of economic contraction] in the industrial MRO market.

In this section, Grainger utilizes non-GAAP [removed: (as defined below)] measures where it believes it will assist users of its financial statements in understanding its business.

For further information regarding the Company's non-GAAP [removed: measures] [added: measures,] including reconciliations to the most directly comparable U.S. generally accepted accounting principles (GAAP) measures, see "Non-GAAP Measures."

The following table is included as an aid to understanding the changes in Grainger's Consolidated Statements of Earnings for the twelve months ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (in millions of [removed: dollars).][added: dollars except per share amounts):]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | |

| Net sales(1) | | | $ | [removed: 17,168] [added: 17,942] | | | | | $ | [removed: 16,478] [added: 17,168] | | | | | [removed: 4.2] [added: 4.5] | | % | | | | 100.0 | | % | | | | 100.0 | | % |

| Cost of goods sold | | | [removed: 10,410] [added: 10,933] | | | | | | [removed: 9,982] [added: 10,410] | | | | | | [removed: 4.3] [added: 5.0] | | | | | | [removed: 60.6] [added: 60.9] | | | | | | 60.6 | | |

| Gross profit | | | [removed: 6,758] [added: 7,009] | | | | | | [removed: 6,496] [added: 6,758] | | | | | | [removed: 4.0] [added: 3.7] | | | | | | [removed: 39.4] [added: 39.1] | | | | | | 39.4 | | |

| Selling, general and administrative expenses | | | [removed: 4,121] [added: 4,514] | | | | | | [removed: 3,931] [added: 4,121] | | | | | | [removed: 4.8] [added: 9.5] | | | | | | [removed: 24.0] [added: 25.2] | | | | | | [removed: 23.8] [added: 24.0] | | |

| Operating earnings | | | [removed: 2,637] [added: 2,495] | | | | | | [removed: 2,565] [added: 2,637] | | | | | | [removed: 2.8] [added: (5.4)] | | | | | | [removed: 15.4] [added: 13.9] | | | | | | [removed: 15.6] [added: 15.4] | | |

| Other expense – net | | | [removed: 53] [added: 65] | | | | | | [removed: 65] [added: 53] | | | | | | [removed: (18.5)] [added: 22.6] | | | | | | 0.3 | | | | | | [removed: 0.4] [added: 0.3] | | |

| Income tax provision | | | [removed: 595] [added: 622] | | | | | | [removed: 597] [added: 595] | | | | | | [removed: (0.3)] [added: 4.5] | | | | | | 3.5 | | | | | | [removed: 3.6] [added: 3.5] | | |

| Net earnings | | | [removed: 1,989] [added: 1,808] | | | | | | [removed: 1,903] [added: 1,989] | | | | | | [removed: 4.5] [added: (9.1)] | | | | | | [removed: 11.6] [added: 10.1] | | | | | | 11.6 | | |

| Less noncontrolling interest | | | [removed: 80] [added: 102] | | | | | | [removed: 74] [added: 80] | | | | | | [removed: (8.1)] [added: 27.5] | | | | | | [removed: 0.5] [added: 0.6] | | | | | | 0.5 | | |

| Net earnings attributable to W.W. Grainger, Inc. | | | $ | [removed: 1,909] [added: 1,706] | | | | | $ | [removed: 1,829] [added: 1,909] | | | | | [removed: 4.4] [added: (10.6)] | | | | | | [removed: 11.1] [added: 9.5] | | % | | | | 11.1 | | % |

| Diluted earnings per share: | | | $ | [removed: 38.71] [added: 35.40] | | | | | $ | [removed: 36.23] [added: 38.71] | | | | | [removed: 6.8] [added: (8.6)] | | % | | | | | | | | | | | | |

| [removed: (1) For] [added: (1)For] further information regarding the Company's disaggregated revenue, see Note [removed: 2] [added: 3] of the Notes to the Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The following table is included as an aid to understanding the changes of Grainger's total net sales, daily net sales and [removed: daily] [added: daily,] organic constant currency net sales from the prior period for the twelve months ended December 31, [removed: 2024] [added: 2025] (in millions of dollars):

| | | | [removed: 2024] [added: 2025] | | | | | | % Change(1) | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change(1) | | |

| Net sales | | | $ | [removed: 17,168] [added: 17,942] | | | | | [removed: 4.2] [added: 4.5] | | % | | | | $ | [removed: 16,478] [added: 17,168] | | | | | [removed: 8.2] [added: 4.2] | | % |

| Daily net sales(2) | | | $ | [removed: 66.5] [added: 70.4] | | | | | [removed: 3.4] [added: 4.9] | | % | | | | $ | [removed: 65.2] [added: 66.5] | | | | | [removed: 8.6] [added: 3.4] | | % |

| Daily, organic constant currency net sales(2) | | | $ | [removed: 67.4] [added: 70.4] | | | | | [removed: 4.7] [added: 4.9] | | % | | | | $ | [removed: 65.8] [added: 67.4] | | | | | [removed: 9.5] [added: 4.7] | | % |

| [removed: (1) Calculated] [added: (1)Calculated] on the basis of prior year reported net sales for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.] [added: 2024.] | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: (2) Daily] [added: (2)Daily] net sales are adjusted for the difference in U.S. selling days relative to the prior year period. Daily, organic constant currency net sales are also adjusted to exclude the impact on net sales due to year-over-year foreign currency exchange rate fluctuations and [added: excludes] the [removed: prior year period] results of [removed: E&R divested] [added: Cromwell and Zoro U.K.] in the [removed: fourth quarter] [added: comparable prior year period post date] of [removed: 2023.] [added: divestiture and closure, respectively, for the year ended December 31, 2025.] There were [removed: 256] [added: 255] and [removed: 254] [added: 256] sales days in the full year [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively. For further information regarding the Company's non-GAAP measures, including reconciliations to the most directly comparable GAAP measure, see below "Non-GAAP Measures." | | | | | | | | | | | | | | | | | | | | | | | |

Net sales of [removed: $17,168] [added: $17,942] million for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: $690] [added: $774] million, [removed: or 4%, and] [added: which represents a 5% increase] on a [added: reported and] daily, organic constant currency [removed: basis, net sales increased 5%] [added: basis] compared to the same period in [removed: 2023.][added: 2024.]

Both High-Touch Solutions N.A. and the Endless Assortment segments contributed to sales growth in [removed: 2024.][added: 2025.]

Gross profit of [removed: $6,758] [added: $7,009] million for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: $262] [added: $251] million, or 4%, and gross profit margin of [removed: 39.4% was flat] [added: 39.1% decreased 30 basis points] compared to the same period in [removed: 2023.][added: 2024.]

Selling, general, and administrative (SG&A) expenses of [removed: $4,121] [added: $4,514] million for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: $190] [added: $393] million, or [removed: 5%.][added: 10%.]

Operating earnings of [removed: $2,637] [added: $345] million for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: $72] [added: $85] million, or [removed: 3%.][added: 33%, compared to the same period in 2024.]

Income [removed: tax provision] [added: taxes] of [removed: $595] [added: $622] million for the year ended December 31, [removed: 2024 decreased $2] [added: 2025 increased $27] million, compared to the same period in [removed: 2023.][added: 2024.]

Adjusted [removed: income taxes of $599 million] [added: operating earnings] decreased [removed: $2 million] [added: $46 million, or 2%] compared to the same period in [removed: 2023.][added: 2024.]

Grainger's effective tax rates were [removed: 23.0%] [added: 25.6%] and [removed: 23.9%] [added: 23.0%] for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The adjusted effective tax rates were [added: 23.7% and] 23.0% [added: for the twelve months ended December 31, 2025] and [removed: 23.8%.][added: 2024, respectively.]

These dynamics, together with recent changes in U.S. and foreign tariff and trade policies, continue to drive intermittent disruptions in global capital markets and supply chains.

The Company is actively monitoring economic conditions in the U.S. and key international markets, including the continued uncertainty regarding evolving tariff and trade policies, changes in interest rates, foreign currency exchange rate fluctuations, inflationary pressures, and the risk of a global or regional economic recession.

Although the precise timing and magnitude of these factors remains uncertain, the Company believes its strategy is well positioned to navigate a range of outcomes.

The Company continues to evaluate the impact of evolving tariff and trade policies, including potential changes in product sourcing strategies, cost management and customer pricing, and has implemented various strategies designed to mitigate certain adverse effects of changing inflationary conditions and challenges in our supply chain, while striving to maintain market price competitiveness.

The full extent and impact of ongoing macroeconomic conditions, including recent, unprecedented tariff-related developments and shifting government budget policies and priorities at the municipal, state, and national levels,

remains uncertain and cannot be predicted at this time, but may impact the Company’s operations, business, financial condition and results of operations.

As discussed in the "Non-GAAP Measures" section, we have adjusted the current year results to exclude one-time losses recorded in SG&A expenses of $186 million within Other and $10 million within Endless Assortment related to the Cromwell divestiture and closure of Zoro U.K., respectively.

Adjusted SG&A of $4,318 million increased $213 million, or 5%, due to higher payroll and benefits and marketing expenses in 2025.

Adjusted operating earnings of $2,691 million increased $38 million, or 1%, compared to the same period in 2024.

Adjusted SG&A increased $137 million, or 4%.

| | | | | | | 2025 | | | | | | 2024 | | | | | | % Change | | |

Adjusted SG&A of $730 million increased $67 million, or 10%, compared to the same period in 2024.

Adjusted operating earnings of $355 million increased $95 million, or 37%, compared to the same period in 2024.

*Exiting Market in the United Kingdom*

In 2025, Grainger performed an assessment of its businesses in the United Kingdom (U.K.) and made the decision to exit the U.K. market in order to concentrate efforts where it can deliver the greatest long-term impact.

On December 17, 2025, Grainger completed the divestiture of the Cromwell business.

The Company recorded a loss of $186 million in SG&A expenses related to the sale.

There was no tax benefit as a result of this loss.

Additionally, the Company completed the closure of Zoro U.K. in its Endless Assortment segment during the fourth quarter of 2025.

Expenses related to the closure of $10 million were also recorded in SG&A expenses.

There was no tax benefit as a result of the recognition of these expenses.

The Company does not expect the exit from the U.K. market to have a

See Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K for more information on the sale of the Cromwell business.

| | | | | | | 2025 | | | | | | % Change(2) | | | | | | 2025 | | | | | | % Change(2) | | | | | | 2025 | | | | | | % Change(2) | | | | | | | | |

| Reported net sales | | | | | | $ | 13,993 | | | | | 2.0 | | % | | | | $ | 3,625 | | | | | 15.7 | | % | | | | $ | 17,942 | | | | | 4.5 | | % | | | | | | |

| Daily net sales | | | | | | 54.9 | | | | | | 2.4 | | | | | | 14.2 | | | | | | 16.2 | | | | | | 70.4 | | | | | | 4.9 | | | | | | | | |

| Foreign currency exchange(4) | | | | | | 0.1 | | | | | | 0.2 | | | | | | (0.1) | | | | | | (0.7) | | | | | | — | | | | | | — | | | | | | | | |

| Daily, organic constant currency net sales | | | | | | $ | 55.0 | | | | | 2.6 | | % | | | | $ | 14.1 | | | | | 15.6 | | % | | | | $ | 70.4 | | | | | 4.9 | | % | | | | | | |

| (6)Excludes the net sales results of the divested E&R business in 2023 on a daily basis. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other(4) | | | 296 | | | | | | (186) | | | | | | 110 | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | $ | 4,514 | | | | | $ | (196) | | | | | $ | 4,318 | | | | | 9.5% | | | | | | 5.2% | | |

| Other(4) | | | (204) | | | | | | 186 | | | | | | (18) | | | | | | | | | | | | | | |

| Operating earnings | | | $ | 2,495 | | | | | $ | 196 | | | | | $ | 2,691 | | | | | (5.4)% | | | | | | 1.4% | | |

| Net earnings | | | $ | 1,808 | | | | | $ | 196 | | | | | $ | 2,004 | | | | | | | | | | | | | |

| Diluted earnings per share | | | $ | 35.40 | | | | | $ | 4.08 | | | | | $ | 39.48 | | | | | (8.6)% | | | | | | 1.3% | | |

| (1)Reflects the loss on sale of the Cromwell business and closure of Zoro U.K. announced in the third quarter of 2025 and completed in the fourth quarter of 2025. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The decrease in cash was primarily due to cash used in financing activities due to repayment of the 1.85% Senior Notes in the amount of $500 million and continued capital project spending.

| | | | 2025 | | | | | | 2024 | | |

The decrease was driven by unfavorable changes in working capital primarily due to an increase in accounts receivable and inventory inflation.

The increase in cash used in financing activities was primarily due to the repayment of the 1.85% Senior Notes in the amount of $500 million in 2025.

Grainger uses its high-touch solutions and endless assortment businesses to serve customers worldwide, who rely on Grainger for products and services that enable them to run safe, sustainable and productive operations.

The Company continues to monitor economic conditions in the U.S. and globally, and the impact of macroeconomic pressures, including repercussions from changes in interest rates, currency exchange fluctuations, changing inflationary environment, and a potential recession on the Company’s business, customers, suppliers and other third parties.

The Company has implemented strategies designed to mitigate certain adverse effects from the impact of the changing inflationary environment while remaining market price competitive.

The full extent and impact of these conditions are uncertain and cannot be predicted at this time.

Both segments contributed to gross profit dollar expansion in 2024.

Adjusted SG&A of $4,105 million increased $200 million, or 5%, compared to the same period in 2023 driven by higher marketing and payroll and benefit expenses.

SG&A leverage and adjusted SG&A leverage decreased 20 basis points in 2024.

Adjusted operating earnings of $2,653 million increased $62 million, or 2%, compared to the same period in 2023 due to higher gross profit dollars, partially offset by increased SG&A expense.

Operating margin and adjusted operating margin decreased 20 basis points in 2024.

SG&A leverage decreased 20 basis points and adjusted SG&A leverage decreased 30 basis points compared to the same period in 2023.

Sales growth was partially offset by unfavorable currency exchange of 5% due to changes in the exchange rate between U.S. dollar and the Japanese yen.

SG&A leverage improved 40 basis points compared to the same period in 2023.

*Business Divestitures*

In the fourth quarter of 2023, Grainger divested E & R Industrial Sales, Inc. (E&R) and recorded a one-time pre-tax loss on the divestiture of $26 million in SG&A.

| | | | | | | 2023 | | | | | | % Change(2) | | | | | | 2023 | | | | | | % Change(2) | | | | | | 2023 | | | | | | % Change(2) | | | | | | | | |

| Reported net sales | | | | | | $ | 13,267 | | | | | 8.9 | | % | | | | $ | 2,916 | | | | | 4.7 | | % | | | | $ | 16,478 | | | | | 8.2 | | % | | | | | | |

| Daily net sales | | | | | | 52.4 | | | | | | 9.3 | | | | | | 11.5 | | | | | | 5.1 | | | | | | 65.2 | | | | | | 8.6 | | | | | | | | |

| Foreign currency exchange(4) | | | | | | — | | | | | | — | | | | | | 0.6 | | | | | | 5.3 | | | | | | 0.6 | | | | | | 0.9 | | | | | | | | |

| Daily, organic constant currency net sales | | | | | | $ | 52.4 | | | | | 9.4 | | % | | | | $ | 12.1 | | | | | 10.4 | | % | | | | 65.8 | | | | | | 9.5 | | % | | | | | | |

| Other(3) | | | 88 | | | | | | — | | | | | | 88 | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | $ | 3,931 | | | | | $ | (26) | | | | | $ | 3,905 | | | | | 8.2% | | | | | | 6.8% | | |

| Other(3) | | | (2) | | | | | | — | | | | | | (2) | | | | | | | | | | | | | | |

| Operating earnings | | | $ | 2,565 | | | | | $ | 26 | | | | | $ | 2,591 | | | | | 15.8% | | | | | | 18.1% | | |

| Net earnings | | | $ | 1,903 | | | | | $ | 22 | | | | | $ | 1,925 | | | | | | | | | | | | | |

| Diluted earnings per share | | | $ | 36.23 | | | | | $ | 0.44 | | | | | $ | 36.67 | | | | | 20.5% | | | | | | 23.6% | | |

| (5) Reflects a one-time tax benefit recognized upon the divestiture of E&R in the fourth quarter of 2023. Grainger's reported and adjusted effective tax rates were 23.9% and 23.8%, respectively, for the year ended December 31, 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The increase in cash was primarily due to cash flows from operations and issuance of new long-term debt, partially offset by continued capital expenditure spend and higher volume of share repurchases.

| | | | 2024 | | | | | | 2023 | | |

The increase was primarily driven by continued growth in net earnings.

The decrease in cash used in financing activities was due to the issuance of long-term debt, which includes $500 million in unsecured senior notes partially offset by higher treasury stock repurchases in 2024.

For the fiscal year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 18%] [added: 19%] of the Company's net sales were denominated in a currency other than the Company's functional U.S. dollar currency.

A hypothetical 10% change in the relative value of the U.S. dollar would not materially impact the Company's net earnings for [removed: 2024.][added: 2025.]

*Interest Rate Risks*

Grainger is exposed to interest rate risk on its long-term debt.

In February 2020, Grainger entered into certain derivative instrument agreements to hedge a portion of its fixed-rate long-term debt to manage this risk.

The annualized effect of a hypothetical 1 percentage point increase in interest rates on Grainger’s variable-rate debt obligations would not materially impact the Company's net earnings for 2024.

For debt and derivative instrument information, see Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K.

Grainger's strategic framework, [removed: “The] [added: the] Grainger [removed: Edge,”] [added: Edge®,] uniquely defines the Company by asserting why it exists, how it serves customers and how team members work together to achieve its objectives.

For further segment information, see Part II, Item 7: Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations and Note [removed: 12] [added: 13] of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K.

The Endless Assortment segment includes the Company’s Zoro Tools, Inc. (Zoro) and MonotaRO Co., Ltd. (MonotaRO) online channels which operate predominately in the U.S. and [removed: Japan.][added: Japan, respectively.]

[removed: ][added: ]

The Company uses a combination of its two business models to serve its more than [removed: 4.5] [added: 4.6] million customers worldwide which rely on Grainger for products and services that enable them to run safe, sustainable and productive operations.

No single end customer accounted for more than 10% of total sales for the year ended December 31, [removed: 2024.][added: 2025.]

Customers in this segment utilize sophisticated electronic purchasing platforms that communicate directly with [removed: Grainger.com] [added: Grainger's systems] through eProcurement technology.

The North American Customer Service Centers [removed: handle] [added: manage] customer interactions for the region via phone, email, eCommerce portals and online chat.

No single product category comprised more than 20% of the Company's sales for the year ended December 31, [removed: 2024.][added: 2025.]

In the High-Touch Solutions N.A. segment, Grainger.com provides real-time [removed: price and] product [removed: availability,] [added: availability and price, as well as] detailed product information and features, such as product search and compare capabilities.

In the Endless Assortment segment, Grainger offers an expansive product assortment that contains millions of [removed: products] [added: products,] including those outside of traditional industrial MRO categories.

Zoro offers [removed: more than 14] [added: approximately 13] million products and MonotaRO provides access to [removed: more than 24] [added: approximately 29] million products, primarily through its websites and catalogs.

More than 5,000 primary suppliers worldwide provide Grainger businesses with more than [removed: 1.4] [added: 1.5] million products stocked in Distribution Centers (DCs) and branches globally.

No single supplier comprised more than 5% of Grainger's total purchases for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: Approximately 20% of 2024 sales were private label MRO items bearing Grainger’s registered trademarks,] [added: Grainger conducts business under various trademarks and service marks,] including DAYTON®, GRAINGER®, CONDOR®, WESTWARD®, [added: SPEEDAIRE®,] TOUGH GUY®, [removed: SPEEDAIRE®,] LUMAPRO®, [added: ZORO®] and AIR HANDLER®.

In addition to Grainger’s U.S. based operations, which in [removed: 2024] [added: 2025] generated approximately [removed: 82%] [added: 81%] of its consolidated net sales, Grainger operates its business principally through wholly owned subsidiaries in Canada, Mexico and the U.K., and through its majority-owned subsidiary in Japan.

In [removed: 2024,] [added: 2025,] compliance with the applicable laws, regulations and standards did not have a material effect on capital [removed: expenditures,] [added: allocation,] earnings or competitive position.

Grainger has been consistently recognized for its commitment to its culture, [removed: an inclusive] [added: welcoming] workplace and team member engagement.

*Team Member [added: and Workplace] Profile*

As of December 31, [removed: 2024,] [added: 2025,] Grainger had [removed: more than 26,000] [added: approximately 25,000] team members worldwide, of whom approximately [removed: 23,500] [added: 22,100] were full-time and [removed: 3,000] [added: 2,900] were part-time or temporary.

Approximately [removed: 85%] [added: 90%] of these team members are located in North [removed: America, 9% in Asia] [added: America] and [removed: 6%] [added: 10%] in [removed: Europe.][added: Asia.]

The Company's strategic framework, [removed: The] [added: the] Grainger [removed: Edge,] [added: Edge®,] outlines a set of principles that define the behaviors expected from Grainger’s team members in working with each other and the Company's customers, suppliers and communities.

The Grainger [removed: Edge] [added: Edge®] principles work as a system and guide the Company’s actions supporting health and safety, [removed: an inclusive] [added: a welcoming] workplace, and team member experience, including talent acquisition, retention, development and compensation and benefits.

The Grainger [removed: Edge] [added: Edge®] principles are:

Managing and reducing risks at DCs and other facilities remain a core [removed: objective and injury rates continue to be low.][added: objective.]

In [removed: 2024,] [added: 2025,] the Company’s Occupational Safety and Health Administration Total Recordable Incident Rate in the U.S. was 1.3 and the Company’s Lost Time Incident Rate in the U.S. was [removed: 0.5] [added: 0.7] based upon the number of incidents per 100 team members (or per 200,000 work hours).

The Company aspires to increasingly promote a [removed: welcoming, inclusive] [added: welcoming] culture that values all people.

As of December 31, [removed: 2024,] [added: 2025,] the Company’s Board of Directors is comprised of approximately [removed: 31%] [added: 33%] female and [removed: 23%] [added: 25%] racially and ethnically diverse directors.

Grainger's global executive leadership team is comprised of approximately [removed: 33%] [added: 45%] women leaders.

Within Grainger’s global workforce, approximately 42% of team members [removed: were] [added: are] women and approximately 39% of U.S. team members [removed: were] [added: are] racially and ethnically diverse.

This includes press releases and other information about financial performance, information on [removed: environmental, social and governance matters,] [added: Grainger's Impact Program,] and details related to the Company’s annual meeting of shareholders.

Following is information about the executive officers of Grainger, including age, as of January 31, [removed: 2025.][added: 2026.]

| Nancy L. Berardinelli-Krantz [removed: (47)] [added: (48)] | | | Senior Vice President and Chief Legal Officer since January 2023. Ms. Berardinelli-Krantz previously served as Senior Vice President and Deputy Chief Legal Officer at Eaton Corporation (Eaton), a power management company, from June 2022 to December 2022. Prior to being promoted to that role, she held a variety of senior leadership roles at Eaton. Ms. Berardinelli-Krantz served in senior leadership positions at The Goodyear Tire & Rubber Company, a multinational tire manufacturer, and worked at Jones Day, an international law firm. Ms. Berardinelli-Krantz is a veteran of the United States Army and Judge Advocate General’s [removed: Corps, where she served as a trial attorney in Fort Hood, Texas, and for the Contract Appeals Division in Washington, D.C. She also served as a trial defense counsel in Baghdad, Iraq.] [added: Corps.] | | |

| Jonny LeRoy [removed: (53)] [added: (54)] | | | Senior Vice President and Chief Technology Officer since April 2020. Mr. LeRoy previously served as Head of Technology for North America for ThoughtWorks, a technology consultancy, from 2013 to March 2020. Prior to being promoted to Head of Technology for North America, Mr. LeRoy held roles of increasing responsibility at ThoughtWorks. Prior to joining ThoughtWorks, Mr. LeRoy was a founder and Chief Technology Officer of Whatsonwhen, an online travel information company. | | |

| D.G. Macpherson [removed: (57)] [added: (58)] | | | Chairman of the Board, since October 2017 and Chief Executive Officer since October 2016 at which time he was also appointed to the Board of Directors. Mr. Macpherson previously served as Chief Operating Officer from August 2015 to September 2016, Senior Vice President and Group President, Global Supply Chain and International from September 2013 to July 2015, Senior Vice President and President, Global Supply Chain and Corporate Strategy from January 2012 to August 2013, and Senior Vice President, Global Supply Chain from November 2008 to December 2011. Prior to Grainger, Mr. Macpherson served as Partner and Managing Director at Boston Consulting Group, a global management consulting firm. | | |

| Deidra C. Merriwether [removed: (56)] [added: (57)] | | | Senior Vice President and Chief Financial Officer, since January 2021. Ms. Merriwether previously served as Senior Vice President, and President, North American Sales & Services, from November 2019 to December 2020, Senior Vice President, U.S. Direct Sales and Strategic Initiatives, from September 2017 to November 2019, Vice President, Pricing and Indirect Procurement from April 2016 to August 2017 and Vice President in Finance from 2013 to 2016. Prior to Grainger, Ms. Merriwether held various positions of increasing responsibility at Sears Holdings Corporation, a broadline retailer, PricewaterhouseCoopers LLP, a global professional services firm, and Eli Lilly & Company, a global pharmaceutical company. | | |

| Paige K. Robbins [removed: (56)] [added: (57)] | | | Senior Vice President and President, Grainger Business Unit since January 2021. Ms. Robbins previously served as Senior Vice President and Chief Technology, Merchandising, Marketing, Strategy Officer from November 2019 to December 2020, Senior Vice President and Chief Merchandising, Marketing, Digital, Strategy Officer from May 2019 to October 2019, Senior Vice President and Chief Digital Officer from September 2017 to April 2019, Senior Vice President, Global Supply Chain, Branch Network, Contact Centers and Corporate Strategy from November 2016 to August 2017 and various other positions since joining Grainger in September 2010. Prior to Grainger, Ms. Robbins served as Partner and Managing Director at Boston Consulting Group, a global management consulting firm. | | |

| Laurie R. Thomson [removed: (51)] [added: (52)] | | | Vice President, Controller and principal accounting officer since May 2021. Ms. Thomson previously served as Vice President, Internal Audit and Finance Continuous Improvement from November 2019 to April 2021, Vice President, Internal Audit from October 2016 to November 2019, as Senior Director, Finance from June 2011 to September 2016, and Director, Internal Audit from February 2008 to June 2011. Prior to Grainger, Ms. Thomson served as Director, Internal Audit at CVS Health Corporation, a pharmacy healthcare provider, and Audit Manager at Arthur Andersen LLP, a professional services firm. Ms. Thomson is a certified public accountant. | | |

In the fourth quarter of 2025, Grainger exited the U.K. market by completing the sale of the Cromwell business and closing the Zoro U.K. business.

On December 17, 2025, Grainger completed the sale of the Cromwell business.

See Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K for more information on the sale of the Cromwell business.

Additionally, Grainger offers comprehensive inventory management through its KeepStock® program which provides onsite industry expertise, flexible storage solutions and intuitive customer tools powered by proprietary processes and technology.

Approximately 19% of 2025 U.S. stocked product sales, within the High-Touch Solutions N.A. segment, were private label MRO items bearing Grainger’s registered trademarks.

| Melanie Tinto (54) | | | Senior Vice President, Chief Human Resources Officer joined Grainger in April 2025. Ms. Tinto previously served as Chief Human Resources Officer for WEX, Inc. (WEX), a financial technology solutions provider, from 2018 to April 2025. Prior to WEX, Ms. Tinto served as Vice President of Global Talent Acquisition and Chief Learning Officer of Medtronic plc, a global medical technology company, and previously held senior leadership roles at HP Inc., Walmart, Inc. and Bank of America Corporation. | | |

Additionally,

Grainger offers comprehensive inventory management through its KeepStock® program that includes vendor-managed inventory, customer-managed inventory and onsite vending machines.

Grainger conducts business under various trademarks and service marks.

| | | | | | |

*Inclusive Workplace*

Grainger's commitment to inclusion applies throughout the organization.

Grainger also maintains this commitment with the executive leadership teams.

For a description of legal proceedings, see the disclosure contained in Note [removed: 13] [added: 14] to the Consolidated Financial Statements included in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K, which is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting common equity held by non-affiliates of the registrant was [removed: $40,147,032,828] [added: $41,053,116,330] as of the close of trading as reported on the New York Stock Exchange on June 30, [removed: 2024.][added: 2025.]

The registrant had [removed: 48,216,708] [added: 47,373,024] shares of the Company’s Common Stock outstanding as of February [removed: 14, 2025.][added: 12, 2026.]

Portions of the registrant's definitive proxy statement to be filed in connection with the annual meeting of shareholders to be held on April [removed: 30, 2025,] [added: 29, 2026,] are incorporated by reference into Part III of this Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] (Form 10-K) where indicated.

| Item 1: | | | BUSINESS | | | | | | | | | | | | | | | [removed: [4](#i8b8d2609d2a047f5bf71c933524911e6_16)] [added: [4](#ie83b56597cde4f8b827831ecc4f4c37c_16)] | | |

| Item 1A: | | | RISK FACTORS | | | | | | | | | | | | | | | [removed: [12](#i8b8d2609d2a047f5bf71c933524911e6_22)] [added: [12](#ie83b56597cde4f8b827831ecc4f4c37c_22)] | | |

| Item 1B: | | | UNRESOLVED STAFF COMMENTS | | | | | | | | | | | | | | | [removed: [22](#i8b8d2609d2a047f5bf71c933524911e6_25)] [added: [22](#ie83b56597cde4f8b827831ecc4f4c37c_25)] | | |

| Item 1C: | | | CYBERSECURITY | | | | | | | | | | | | | | | [removed: [24](#i8b8d2609d2a047f5bf71c933524911e6_28)] [added: [23](#ie83b56597cde4f8b827831ecc4f4c37c_28)] | | |

| Item 2: | | | PROPERTIES | | | | | | | | | | | | | | | [removed: [24](#i8b8d2609d2a047f5bf71c933524911e6_31)] [added: [24](#ie83b56597cde4f8b827831ecc4f4c37c_31)] | | |

| Item 3: | | | LEGAL PROCEEDINGS | | | | | | | | | | | | | | | [removed: [24](#i8b8d2609d2a047f5bf71c933524911e6_34)] [added: [24](#ie83b56597cde4f8b827831ecc4f4c37c_34)] | | |

| Item 4: | | | MINE SAFETY DISCLOSURES | | | | | | | | | | | | | | | [removed: [24](#i8b8d2609d2a047f5bf71c933524911e6_37)] [added: [24](#ie83b56597cde4f8b827831ecc4f4c37c_37)] | | |

| Item 5: | | | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER | | | | | | | | | | | | | | | [removed: [25](#i8b8d2609d2a047f5bf71c933524911e6_43)] [added: [25](#ie83b56597cde4f8b827831ecc4f4c37c_43)] | | |

| Item 6: | | | RESERVED | | | | | | | | | | | | | | | [removed: [26](#i8b8d2609d2a047f5bf71c933524911e6_46)] [added: [26](#ie83b56597cde4f8b827831ecc4f4c37c_46)] | | |

| Item 7: | | | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL | | | | | | | | | | | | | | | [removed: [27](#i8b8d2609d2a047f5bf71c933524911e6_49)] [added: [27](#ie83b56597cde4f8b827831ecc4f4c37c_49)] | | |

| Item 7A: | | | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | | | | | | | | | | | | | | [removed: [36](#i8b8d2609d2a047f5bf71c933524911e6_70)] [added: [37](#ie83b56597cde4f8b827831ecc4f4c37c_61)] | | |

| Item 8: | | | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | | | | | | | | | | | | | [removed: [37](#i8b8d2609d2a047f5bf71c933524911e6_73)] [added: [38](#ie83b56597cde4f8b827831ecc4f4c37c_64)] | | |

| Item 9: | | | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS | | | | | | | | | | | | | | | [removed: [65](#i8b8d2609d2a047f5bf71c933524911e6_169)] [added: [67](#ie83b56597cde4f8b827831ecc4f4c37c_160)] | | |

| Item 9A: | | | CONTROLS AND PROCEDURES | | | | | | | | | | | | | | | [removed: [65](#i8b8d2609d2a047f5bf71c933524911e6_172)] [added: [67](#ie83b56597cde4f8b827831ecc4f4c37c_163)] | | |

| Item 9B: | | | OTHER INFORMATION | | | | | | | | | | | | | | | [removed: [67](#i8b8d2609d2a047f5bf71c933524911e6_181)] [added: [69](#ie83b56597cde4f8b827831ecc4f4c37c_172)] | | |

| Item 9C: | | | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | | | | | | | | | | | | | | | [removed: [67](#i8b8d2609d2a047f5bf71c933524911e6_184)] [added: [69](#ie83b56597cde4f8b827831ecc4f4c37c_175)] | | |

| Item 10: | | | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | | | | | | | | | | | | | | | [removed: [68](#i8b8d2609d2a047f5bf71c933524911e6_190)] [added: [70](#ie83b56597cde4f8b827831ecc4f4c37c_181)] | | |

| Item 11: | | | EXECUTIVE COMPENSATION | | | | | | | | | | | | | | | [removed: [68](#i8b8d2609d2a047f5bf71c933524911e6_193)] [added: [70](#ie83b56597cde4f8b827831ecc4f4c37c_184)] | | |

| Item 12: | | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND | | | | | | | | | | | | | | | [removed: [68](#i8b8d2609d2a047f5bf71c933524911e6_196)] [added: [70](#ie83b56597cde4f8b827831ecc4f4c37c_187)] | | |

| Item 13: | | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR | | | | | | | | | | | | | | | [removed: [68](#i8b8d2609d2a047f5bf71c933524911e6_199)] [added: [70](#ie83b56597cde4f8b827831ecc4f4c37c_190)] | | |

| Item 14: | | | PRINCIPAL ACCOUNTANT FEES AND SERVICES | | | | | | | | | | | | | | | [removed: [68](#i8b8d2609d2a047f5bf71c933524911e6_202)] [added: [70](#ie83b56597cde4f8b827831ecc4f4c37c_193)] | | |

| Item 15: | | | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | | | | | | | | | | | | | | | [removed: [70](#i8b8d2609d2a047f5bf71c933524911e6_208)] [added: [71](#ie83b56597cde4f8b827831ecc4f4c37c_199)] | | |

| Item 16: | | | FORM 10-K SUMMARY | | | | | | | | | | | | | | | [removed: [73](#i8b8d2609d2a047f5bf71c933524911e6_214)] [added: [75](#ie83b56597cde4f8b827831ecc4f4c37c_205)] | | |

Important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements include, without limitation: inflation, higher product costs or other expenses, including operational and administrative expenses; a major loss of customers; loss or disruption of sources of supply; changes in customer or product mix; increased competitive pricing pressures; changes in third-party practices regarding digital advertising; failure to enter into or sustain contractual arrangements on a satisfactory basis with group purchasing organizations; failure to develop, manage or implement new technology initiatives or business strategies, including with respect to Grainger's eCommerce platforms and artificial intelligence; failure to adequately protect intellectual property or successfully defend against infringement claims; fluctuations or declines in Grainger's gross profit margin; Grainger's responses to market pressures; the outcome of pending and future litigation or governmental or regulatory proceedings, including with respect to wage and hour, anti-bribery and corruption, environmental, regulations related to advertising, marketing and the internet, consumer protection, pricing (including disaster or emergency declaration pricing statutes), product liability, compliance or safety, trade and export compliance, general commercial disputes, or privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; failure to comply with laws, regulations and standards, including new or stricter environmental laws or regulations; government contract [removed: matters;] [added: matters, including new or revised provisions relating to contract compliance or performance;] the impact of any government shutdown; disruption or breaches of information technology or data security systems involving Grainger or third parties on which Grainger depends; general industry, economic, market or political conditions; general global economic conditions including existing, new, or increased tariffs, trade issues and changes in trade policies, inflation, and interest rates; currency exchange rate fluctuations; market volatility, including price and trading volume volatility or price declines of Grainger's common stock; [added: an incident that adversely impacts Grainger's reputation or brand;] commodity price volatility; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; effects of outbreaks of pandemic disease or viral contagions, global conflicts, natural or human induced disasters, extreme weather, and other catastrophes or conditions; effects of climate change; failure to execute on our [removed: efforts and programs related to environmental, social and governance matters;] [added: corporate responsibility efforts;] competition for, or failure to attract, retain, train, motivate and develop executives and key team members; loss of key members of management or key team members; loss of operational flexibility and potential for work stoppages or slowdowns if team members unionize or join a collective bargaining arrangement; changes in effective tax rates; changes in credit ratings or outlook; Grainger's incurrence of indebtedness or failure to comply with restrictions and obligations under its debt agreements and instruments and other factors identified under Part I, Item 1A: Risk Factors and elsewhere in this Form 10-K.

| Signatures | | | | | | | | | | | | | | | | | | [76](#ie83b56597cde4f8b827831ecc4f4c37c_208) | | |

| Signatures | | | | | | | | | | | | | | | | | | [74](#i8b8d2609d2a047f5bf71c933524911e6_217) | | |

The cybersecurity team is led by the Vice President and Chief Information Security Officer (CISO), who is responsible for assessing and managing [removed: material] risks from cybersecurity [removed: threats.][added: threats, including processes designed to identify and manage material risks.]

The team also works to assess and manage cybersecurity risks by: (i) reviewing risks from cybersecurity threats with senior management; (ii) incorporating cybersecurity in its enterprise risk processes; (iii) establishing regular reviews of cybersecurity risks and mitigation efforts, including with the Audit Committee and the Board; and (iv) [added: performing pre-emptive measures to assess system vulnerabilities, including] using third parties as needed for reviews and testing.

Identified risks are tracked by [removed: management,] [added: management] and incorporated into mitigation [removed: plans.][added: plans based on assessed priority and potential impact.]

Grainger maintains processes designed to evaluate the severity and potential business impact of cybersecurity events, including whether such events may be material.

Significant cybersecurity matters are communicated to appropriate members of senior management and as warranted, to the Audit Committee and the Board in connection with their oversight of cybersecurity risk.

Grainger has been subject to unauthorized access of systems on which certain supplier, customer, and team member information was stored, which have been deemed immaterial to our business and operations individually and in the aggregate.

As of December 31, [removed: 2024,] [added: 2025,] Grainger’s owned and leased facilities totaled approximately [removed: 30.3] [added: 28.7] million square feet.

[removed: Grainger owns and leases facilities primarily in the U.S., Japan, Canada(5), Mexico(6), Puerto Rico(7) and the U.K.(8)] The Company owns its corporate headquarters in Lake Forest, Illinois and leases other general offices in the Chicago Metropolitan area that consists of approximately one million square feet.

| Location | | | | | | Facility and [removed: Use(9)] [added: Use(8)] | | | | | | Size in Square Feet (in thousands) | | | | | | Segment | | |

| U.S.(2) | | | | | | Branch locations | | | | | | [removed: 6,327] [added: 6,483] | | | | | | High-Touch Solutions N.A. | | |

| U.S.(4) | | | | | | Other facilities | | | | | | [removed: 3,847] [added: 2,908] | | | | | | High-Touch Solutions N.A. | | |

| [removed: (1) Consists] [added: (1)Consists] of 21 DCs that range in size from approximately 60,000 to 1.5 million square feet, including six leased facilities that primarily manage bulk products. The remaining DCs are primarily owned. | | | | | | | | | | | | | | | | | | | | |

| [removed: (2) Consists] [added: (2)Consists] of 245 branches, [removed: 65] [added: 75] onsite and four will-call express locations. These facilities range in size from under 1,000 to 110,000 square feet. These facilities are primarily owned. | | | | | | | | | | | | | | | | | | | | |

| [removed: (3) Consists] [added: (3)Consists] of four DCs that range in size from approximately 160,000 to 2.1 million square feet. These facilities are both owned and leased. Other facilities include office space that range in size from approximately 1,000 to 90,000 square feet. These facilities are primarily leased. | | | | | | | | | | | | | | | | | | | | |

| [removed: (4) Primarily] [added: (4)Primarily] consists of storage facilities, office space and customer service centers. These facilities are owned and leased. These facilities range in size from under 1,000 to over 1 million square feet. | | | | | | | | | | | | | | | | | | | | |

| [removed: (5) In] [added: (5)In] Canada, Grainger has 32 branch locations, five DCs and other facilities which total two million square feet. | | | | | | | | | | | | | | | | | | | | |

| [removed: (6) In] [added: (6)In] Mexico, Grainger has 15 branch locations, two DCs and one other location which total 650,000 square feet. | | | | | | | | | | | | | | | | | | | | |

| [removed: (7) In] [added: (7)In] Puerto Rico, Grainger has three branch locations and one DC which total 95,000 square feet. | | | | | | | | | | | | | | | | | | | | |

| [removed: (9) Owned] [added: (8)Owned] facilities are not subject to any mortgages. | | | | | | | | | | | | | | | | | | | | |

Grainger owns and leases facilities primarily in the U.S., Japan, Canada(5), Mexico(6) and Puerto Rico(7).

| | | | | | | | | | | | | | | | | | | | | |

| (8) In the U.K., Grainger has 33 branch and other facility locations and one DC which total 685,000 square feet. | | | | | | | | | | | | | | | | | | | | |

As of February [removed: 14, 2025,] [added: 12, 2026,] there were [removed: 496] [added: 489] shareholders of record of Grainger’s common stock.

The following table provides information relating to Grainger's repurchase of common stock during the three months ended December 31, [removed: 2024:][added: 2025:]

| Period | | | Total Number of Shares Purchased [removed: (A) (D)] [added: (1) (4)] | | | Average Price Paid Per Share [removed: (B)] [added: (2)] | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (C)] [added: (3)] | | | Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs | | | | | |

[removed: (A)There] [added: | (1)There] were no shares withheld to satisfy tax withholding obligations. [added: | | | | | | | | | | | | | | | | | |]

[removed: (B)Average] [added: | (2)Average] price paid per share excludes commissions of $0.02 per share paid. [added: | | | | | | | | | | | | | | | | | |]

[removed: On April 24, 2024,] [added: | (3)Purchases were made pursuant to a share repurchase program approved by] Grainger's Board of Directors [added: and announced on April 24, 2024 (2024 Program). The 2024 Program] authorized [removed: a program for] the Company to repurchase an aggregate amount of up to five million shares in the open market, through privately negotiated transactions and block transactions, pursuant to a trading plan or otherwise [removed: (2024 Program)] with no expiration date. [added: | | | | | | | | | | | | | | | | | |]

[removed: (D)The] [added: | (4)The] difference of [removed: 206] [added: 302] shares between the Total Number of Shares Purchased and the Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs represents shares purchased by the administrator and record keeper of the W.W. Grainger, Inc. Retirement Savings Plan for the benefit of the team members who participate in the plan. [added: | | | | | | | | | | | | | | | | | |]

It covers the period commencing December 31, [removed: 2019] [added: 2020] and ending December 31, [removed: 2024.][added: 2025.]

The graph assumes that the value for the investment in Grainger common stock and in each index was $100 on December 31, [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |]

| Dow Jones US Industrial Suppliers Total Stock Market Index | | | 100 | | | [removed: 125] [added: 137] | | | [removed: 170] [added: 121] | | | [removed: 151] [added: 179] | | | [removed: 223] [added: 208] | | | [removed: 260] [added: 231] | | |

| Oct. 1 – Oct. 31 | | | 100,717 | | | $961.43 | | | 100,717 | | | 3,293,362 | | | shares | | |

| Nov. 1 – Nov. 30 | | | 72,129 | | | $943.56 | | | 72,110 | | | 3,221,252 | | | shares | | |

| Dec. 1 – Dec. 31 | | | 78,943 | | | $1,004.21 | | | 78,660 | | | 3,142,592 | | | shares | | |

| Total | | | 251,789 | | | | | | 251,487 | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| W.W. Grainger, Inc. | | | $ | 100 | | $ | 129 | | $ | 140 | | $ | 211 | | $ | 270 | | $ | 261 | |

| S&P 500 Stock Index | | | 100 | | | 129 | | | 105 | | | 133 | | | 166 | | | 196 | | |

| Oct. 1 – Oct. 31 | | | 11,339 | | | $1,023.97 | | | 11,332 | | | 4,570,888 | | | shares | | |

| Nov. 1 – Nov. 30 | | | 148,340 | | | $1,190.32 | | | 148,340 | | | 4,422,548 | | | shares | | |

| Dec. 1 – Dec. 31 | | | 241,646 | | | $1,132.63 | | | 241,447 | | | 4,181,101 | | | shares | | |

| Total | | | 401,325 | | | | | | 401,119 | | | | | | | | |

(C)Prior to April 28, 2024, purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors and announced on April 28, 2021 (2021 Program).

In authorizing the 2024 Program, the Board of Directors terminated the 2021 Program.

| W.W. Grainger, Inc. | | | $ | 100 | | $ | 123 | | $ | 158 | | $ | 172 | | $ | 259 | | $ | 332 | |

| S&P 500 Stock Index | | | 100 | | | 118 | | | 152 | | | 125 | | | 158 | | | 197 | | |

We have audited the accompanying consolidated balance sheets of W.W. Grainger, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive earnings, [removed: shareholders’] [added: shareholders'] equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December 31, [removed: 2024,] [added: 2025,] the goodwill balance of the Canada business reporting unit was [removed: $114] [added: $119] million. As discussed in Notes 1 and [removed: 4] [added: 5] to the financial statements, goodwill is tested at the reporting unit level annually during the fourth quarter and more frequently if impairment indicators exist. Auditing management’s annual goodwill impairment analysis for the Canada business reporting unit was complex due to certain assumptions that were significant to the analysis. Management performed an annual impairment analysis in the fourth quarter to evaluate changes in key assumptions and operating results since the last impairment test. The more subjective assumptions used in the analysis were projections of future revenue [removed: growth] [added: growth,] and operating expenditures, which are all affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | Our audit procedures included obtaining an understanding, evaluating the design and testing the operating effectiveness of controls over the Company’s goodwill impairment analysis, including controls over management’s review of the changes in key assumptions and operating results since the last impairment test. [added: To test management’s annual goodwill impairment analysis of the Canada business reporting unit, we performed audit procedures that included evaluating the key assumptions and operating results considering the relevant events and circumstances identified since the date of the last fair value calculation. We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, customer product mix, and other relevant factors. We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in fair value that would result from changes in the assumptions utilized in the last quantitative assessment.] | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 17,168] [added: 17,942] | | | | | $ | [removed: 16,478] [added: 17,168] | | | | | $ | [removed: 15,228] [added: 16,478] | |

| Cost of goods sold | | | [removed: 10,410] [added: 10,933] | | | | | | [removed: 9,982] [added: 10,410] | | | | | | [removed: 9,379] [added: 9,982] | | |

| Gross profit | | | [removed: 6,758] [added: 7,009] | | | | | | [removed: 6,496] [added: 6,758] | | | | | | [removed: 5,849] [added: 6,496] | | |

| Selling, general and administrative expenses | | | [removed: 4,121] [added: 4,514] | | | | | | [removed: 3,931] [added: 4,121] | | | | | | [removed: 3,634] [added: 3,931] | | |

| Operating earnings | | | [removed: 2,637] [added: 2,495] | | | | | | [removed: 2,565] [added: 2,637] | | | | | | [removed: 2,215] [added: 2,565] | | |

| Interest expense – net | | | [removed: 77] [added: 81] | | | | | | [removed: 93] [added: 77] | | | | | | 93 | | |

| Other – net | | | [removed: (24)] [added: (16)] | | | | | | [removed: (28)] [added: (24)] | | | | | | [removed: (24)] [added: (28)] | | |

| Total other expense – net | | | [removed: 53] [added: 65] | | | | | | [removed: 65] [added: 53] | | | | | | [removed: 69] [added: 65] | | |

| Earnings before income taxes | | | [removed: 2,584] [added: 2,430] | | | | | | [removed: 2,500] [added: 2,584] | | | | | | [removed: 2,146] [added: 2,500] | | |

| Income tax provision | | | [removed: 595] [added: 622] | | | | | | [removed: 597] [added: 595] | | | | | | [removed: 533] [added: 597] | | |

| Net earnings | | | [removed: 1,989] [added: 1,808] | | | | | | [removed: 1,903] [added: 1,989] | | | | | | [removed: 1,613] [added: 1,903] | | |

| Less net earnings attributable to noncontrolling interest | | | [removed: 80] [added: 102] | | | | | | [removed: 74] [added: 80] | | | | | | [removed: 66] [added: 74] | | |

| Net earnings attributable to W.W. Grainger, Inc. | | | $ | [removed: 1,909] [added: 1,706] | | | | | $ | [removed: 1,829] [added: 1,909] | | | | | $ | [removed: 1,547] [added: 1,829] | |

| Basic | | | $ | [removed: 38.84] [added: 35.47] | | | | | $ | [removed: 36.39] [added: 38.84] | | | | | $ | [removed: 30.22] [added: 36.39] | |

| Diluted | | | $ | [removed: 38.71] [added: 35.40] | | | | | $ | [removed: 36.23] [added: 38.71] | | | | | $ | [removed: 30.06] [added: 36.23] | |

| Basic | | | [removed: 48.9] [added: 47.9] | | | | | | [removed: 49.9] [added: 48.9] | | | | | | [removed: 50.9] [added: 49.9] | | |

| Diluted | | | [removed: 49.0] [added: 48.0] | | | | | | [removed: 50.1] [added: 49.0] | | | | | | [removed: 51.1] [added: 50.1] | | |

| Net earnings | | | $ | [removed: 1,989] [added: 1,808] | | | | | $ | [removed: 1,903] [added: 1,989] | | | | | $ | [removed: 1,613] [added: 1,903] | |

| Foreign currency translation adjustments | | | [removed: (137)] [added: 49] | | | | | | [removed: (11)] [added: (137)] | | | | | | [removed: (101)] [added: (11)] | | |

| Postretirement benefit plan [removed: losses] [added: gains (losses)] – net of tax [removed: expense] [added: (expense) benefit] of [added: $(5),] $0, [removed: $2,] and [removed: $6,] [added: $2,] respectively | | | [removed: (1)] [added: 19] | | | | | | [removed: (2)] [added: (1)] | | | | | | [removed: (17)] [added: (2)] | | |

| Total other comprehensive earnings (losses) | | | [removed: (138)] [added: 108] | | | | | | [removed: (13)] [added: (138)] | | | | | | [removed: (118)] [added: (13)] | | |

| Comprehensive earnings – net of tax | | | [removed: 1,851] [added: 1,916] | | | | | | [removed: 1,890] [added: 1,851] | | | | | | [removed: 1,495] [added: 1,890] | | |

| Net earnings | | | [removed: 80] [added: 102] | | | | | | [removed: 74] [added: 80] | | | | | | [removed: 66] [added: 74] | | |

| Foreign currency translation adjustments | | | [removed: (36)] [added: (1)] | | | | | | [removed: (21)] [added: (36)] | | | | | | [removed: (34)] [added: (21)] | | |

| Total comprehensive earnings (losses) attributable to noncontrolling interest | | | [removed: 44] [added: 101] | | | | | | [removed: 53] [added: 44] | | | | | | [removed: 32] [added: 53] | | |

| Comprehensive earnings attributable to W.W. Grainger, Inc. | | | $ | [removed: 1,807] [added: 1,815] | | | | | $ | [removed: 1,837] [added: 1,807] | | | | | $ | [removed: 1,463] [added: 1,837] | |

| Assets | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 1,036] [added: 585] | | | | | $ | [removed: 660] [added: 1,036] | |

| Accounts receivable (less allowance for credit losses of $32 and [removed: $35, respectively)] [added: $32)] | | | [removed: 2,232] [added: 2,329] | | | | | | [removed: 2,192] [added: 2,232] | | |

| Inventories – net | | | [removed: 2,306] [added: 2,394] | | | | | | [removed: 2,266] [added: 2,306] | | |

| Prepaid expenses and other current assets | | | [removed: 163] [added: 176] | | | | | | [removed: 156] [added: 163] | | |

| Total current assets | | | [removed: 5,737] [added: 5,484] | | | | | | [removed: 5,274] [added: 5,737] | | |

| Property, buildings and equipment – net | | | [removed: 1,927] [added: 2,268] | | | | | | [removed: 1,658] [added: 1,927] | | |

| Goodwill | | | [removed: 355] [added: 360] | | | | | | [removed: 370] [added: 355] | | |

| Reclassification of cumulative translation adjustment to earnings | | | 40 | | | | | | — | | | | | | — | | |

| Net earnings | | | $ | 1,808 | | | | | $ | 1,989 | | | | | $ | 1,903 | |

| Inventories | | | (147) | | | | | | (77) | | | | | | (16) | | |

| Short-term borrowings (repayments), original maturities of 90 days or less, net | | | 125 | | | | | | — | | | | | | — | | |

| Net earnings | | | — | | | — | | | 1,706 | | | — | | | — | | | 102 | | | 1,808 | | |

| Capital contribution | | | — | | | (1) | | | — | | | — | | | — | | | 1 | | | — | | |

| Balance at December 31, 2025 | | | $ | 55 | | $ | 1,446 | | $ | 14,958 | | $ | (165) | | $ | (12,558) | | $ | 405 | | $ | 4,141 | |

In the fourth quarter of 2025, Grainger exited the U.K. market by completing the sale of the Cromwell business and closing the Zoro U.K. business.

In July 2025, the FASB issued ASU 2025-05, *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which introduces a practical expedient for all entities, allowing entities to assume that current conditions as of the balance sheet date remain unchanged when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under FASB Accounting Standards Codification (ASC) Topic 606.

This guidance is effective for annual periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

Early adoption is permitted and shall be applied prospectively.

The Company is evaluating the impact of the adoption of this guidance on its Consolidated Financial Statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, *Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*, which modernizes the accounting for internal-use software by removing reference to prescriptive development stages and allows software development costs to be capitalized once management authorized and committed funding for the project and it is probable that the project will be completed.

This guidance is effective for annual periods beginning after December 15, 2027 on either a prospective or a retrospective basis, with early adoption permitted.

The Company is evaluating the impact of the adoption of this guidance on its Consolidated Financial Statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, *Interim Reporting (Topic 270): Narrow - Scope Improvements*, which clarifies the scope, form, and content of interim financial statements and notes in accordance with GAAP.

The update compiles a comprehensive list of required interim disclosures, introduces a disclosure principle requiring entities to report material events occurring after the last annual period and aligns interim disclosure requirements across various topics.

This guidance is effective for interim periods within annual periods beginning after December 15, 2027 on either a prospective or a retrospective basis, with early adoption permitted.

The Company is evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements and related disclosures.

NOTE 2 - BUSINESS DIVESTITURES

On December 17, 2025, Grainger completed the divestiture of the Cromwell business in the U.K, part of Other which is not a reportable segment.

Accordingly, the Company's Consolidated Statements of Earnings, Comprehensive Earnings, and Cash Flows and related notes include financial results through the divestiture date.

As a result of this transaction, assets of $246 million, liabilities of $83 million and accumulated other comprehensive losses of $44 million were removed from the Company’s Consolidated Balance Sheet as of December 31, 2025.

The Company recorded a loss of $186 million in SG&A expenses related to the sale of this business (including cumulative translation losses related to the Cromwell business in accumulated other comprehensive losses).

There was no tax benefit as a result of this loss.

The divestiture is not considered a strategic shift that will have a material effect on the Company's operations and financial results; therefore, it does not qualify for reporting as discontinued operations.

| *Customer Industry*(1) | | | High-Touch Solutions N.A. | | | | | | Endless Assortment | | | | | | Total Company (2) | | | | | | High-Touch Solutions N.A. | | | | | | Endless Assortment | | | | | | Total Company (2) | | | | | | High-Touch Solutions N.A. | | | | | | Endless Assortment | | | | | | Total Company (2) | | |

| (1)Customer industry results for the twelve months ended December 31, 2025, 2024 and 2023 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2025 | | | $ | 311 | | | | | $ | 49 | | | | | | | | | | | $ | 360 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Commercial paper and other | | | 126 | | | | | | 126 | | | | | | (1) | | | | | | (1) | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

As of December 31, 2025, there was $125 million of commercial paper outstanding and recorded as short-term debt with a weighted-average interest rate of 3.84%.

There were no borrowings outstanding as of December 31, 2024.

The related interest rate swaps with a notional value of $450 million that hedged a portion of the interest rate risk related to this debt expired on February 15, 2025.

*Japanese Yen Term Loans*

The Japanese Yen term loans mature in 2035, payable in equal monthly principal installments from September 2028 through June 2035, and bear a weighted average interest rate of 1.27%.

| 2026 | | | | | | $ | 126 | |

| 2030 | | | | | | — | | |

| | | | To test management's annual goodwill impairment analysis of the Canada business reporting unit, we performed audit procedures that included evaluating the key assumptions and operating results considering the relevant events and circumstances identified since the date of the last fair value calculation. We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, customer product mix, and other relevant factors. We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in fair value that would result from changes in the assumptions utilized in the last quantitative assessment. | | |

February 20, 2025

| | | | | | | | | | | | | | | | | | |

| Inventories | | | (77) | | | | | | (16) | | | | | | (412) | | |

| Balance at January 1, 2022 | | | $ | 55 | | $ | 1,270 | | $ | 9,500 | | $ | (96) | | $ | (8,855) | | $ | 286 | | $ | 2,160 | |

| Net earnings | | | — | | | — | | | 1,547 | | | — | | | — | | | 66 | | | 1,613 | | |

payments for non-components such as real estate taxes and insurance.

*Accounting for Derivative Instruments*

The Company recognizes all derivative instruments as assets or liabilities in the Consolidated Balance Sheets at fair value.

The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship.

To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged.

In addition, for a derivative to be designated as a hedge, the risk management objective and strategy must be documented.

Hedge documentation must identify the derivative hedging instrument, the asset or liability or forecasted transaction, type of risk to be hedged, and how the effectiveness of the derivative is assessed prospectively and retrospectively.

To assess effectiveness, the Company uses statistical methods and qualitative comparisons of critical terms.

The extent to which a derivative has been and is expected to continue to be highly effective at offsetting changes in the fair value or cash flows of the hedged item is assessed and documented periodically.

If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued.

For those derivative instruments that are designated and qualify as hedging instruments, the Company classifies them as fair value hedges or cash flow hedges.

it cannot be reasonably estimated are disclosed.

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.* This update requires public entities to disclose significant segment expenses and other segment items on an annual and interim basis.

The effective date is for fiscal years beginning after December 15, 2024, with the option to early adopt prior to the effective date and should be applied on prospective basis, but retrospective application is permitted.

The effective date is for fiscal years beginning after December 15, 2026, with the option to early adopt prior to the effective date and should be applied on prospective basis, but retrospective application is permitted.

The Company is evaluating the impact of the requirements on the related income statement line items disclosures.

| (1) Customer industry results for the twelve months ended December 31, 2022 were reclassified to reflect the Company's current classifications, which primarily uses the North American Industry Classification System (NAICS) beginning January 1, 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2022 | | | | | | $ | 313 | | | | | $ | 58 | | | | | | | | | | | $ | 371 | |

| 1.85% senior notes due 2025 | | | 500 | | | | | | 498 | | | | | | — | | | | | | — | | |

There were no borrowings outstanding under the Company's 2023 Credit Facility as of December 31, 2024 and 2023.

In September 2024, Grainger issued $500 million in unsecured 4.45% Senior Notes (4.45% Notes).

Grainger intends to use the net proceeds from this offering to repay the 1.85% Senior Notes that mature in February 2025 and any remaining net proceeds for general corporate purposes.

The 4.45% Notes mature in September 2034, require no principal payments until maturity, and interest is paid semi-annually in arrears, beginning March 15, 2025.

Grainger uses interest rate swaps with an outstanding notional amount of $450 million as of December 31, 2024 and 2023, to hedge a portion of the interest rate risk associated with the 1.85% Senior Notes.

These derivative instruments qualified and were designated for fair value hedge accounting treatment.

Under this method, the resulting carrying value adjustments as of December 31, 2024 and 2023, are presented in Other in the table above and the estimated fair value of the interest rate swaps, based on Level 2 inputs within the fair value hierarchy, are reported on the Consolidated Balance Sheets in Other non-current liabilities.

The gain or loss on the interest rate swaps as well as the offsetting gain or loss on the 1.85% Senior Notes, are recognized in the Consolidated Statements of Earnings in Interest expense – net and the effect for the twelve months ended December 31, 2024 and 2023 was not material.

*MonotaRO Term Loan*

In the third quarter of 2024, the term loan was paid in full.

| 2025 | | | | | | $ | 502 | |

| Total | | | | | | $ | 2,803 | |

The actuarial gain recognized during the plan year is primarily related to the change in discount rate assumption.

Grainger's management assessed the effectiveness of Grainger's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

Based on its assessment under that framework and the criteria established therein, Grainger's management concluded that Grainger's internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Ernst & Young LLP, an independent registered public accounting firm, has audited Grainger's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their report, which is included herein.

There were no changes to Grainger's internal control over financial reporting for the quarter ending December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, Grainger's internal control over financial reporting.

We have audited W.W. Grainger, Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [removed: W.W] [added: W.W.] Grainger, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive earnings, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal [removed: Controls] [added: Control] Over Financial Reporting.

February 19, 2026

February 20, 2025

None of the Company's [added: other] directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended December 31, [removed: 2024.][added: 2025.]

On December 23, 2025, Deidra Merriwether, Grainger’s Senior Vice President and Chief Financial Officer, adopted a written plan for the (i) exercise of options and sale of shares received, and (ii) sale of shares received pursuant to the vesting of equity awards on April 1, 2026.

The plan covers an aggregate of 2,339 options and excludes shares withheld by the financial advisor to satisfy transaction costs and income tax withholding obligations in connection with the net settlement of the options and the underlying shares.

The number of shares subject to the plan upon the vesting of equity awards, which excludes shares withheld by the Company to satisfy income tax withholding obligations in connection with the net settlement of the respective equity award, consists of 1,313 shares and shares issued upon the vesting of performance share units, the number of which will be determined based on the achievement of applicable performance conditions.

The plan is a multi-trade plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on December 31, 2026, or earlier if all shares subject to the plan have been sold.

Not applicable.

None.

The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April [removed: 30, 2025,] [added: 29, 2026,] under the captions “Board Qualifications, Attributes, Skills and Background,” “Annual Election of Directors,” “Candidates for Board Membership,” “Director Nominees’ Experience and Qualifications,” “Audit Committee,” [removed: and] “Board Affairs and Nominating [removed: Committee”.][added: Committee,” and “Delinquent Section 16 Reports.” Information required by this item regarding executive officers of Grainger is set forth in Part I, Item 1, under the caption “Information about our Executive Officers.”]

Information required by this item regarding executive officers of Grainger is set forth in Part I, Item 1, under the caption “Information about our Executive Officers.”

The information required by this item is incorporated by reference to Grainger’s proxy statement relating to the annual meeting of shareholders to be held April [removed: 30, 2025,] [added: 29, 2026,] under the captions “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee of the Board,” “Report of the Compensation Committee of the Board,” and “CEO Pay Ratio.”

The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April [removed: 30, 2025,] [added: 29, 2026,] under the captions “Ownership of Grainger Stock” and “Equity Compensation Plans.”

The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April [removed: 30, 2025,] [added: 29, 2026,] under the captions “Director Independence,” “Annual Election of Directors” and “Transactions with Related Persons.”

The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April [removed: 30, 2025,] [added: 29, 2026,] under the caption “Audit Fees and Audit Committee Pre-Approval Policies and Procedures.”

| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID: | | | 42 | | | [removed: [37](#i8b8d2609d2a047f5bf71c933524911e6_76)] [added: [38](#ie83b56597cde4f8b827831ecc4f4c37c_67)] | | |

| CONSOLIDATED STATEMENTS OF EARNINGS FOR THE YEARS ENDED DECEMBER 31, [removed: 2024, 2023] [added: 2025, 2024] AND [removed: 2022] [added: 2023] | | | | | | [removed: [39](#i8b8d2609d2a047f5bf71c933524911e6_79)] [added: [40](#ie83b56597cde4f8b827831ecc4f4c37c_70)] | | |

| CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS FOR THE YEARS ENDED DECEMBER 31, [removed: 2024, 2023] [added: 2025, 2024] AND [removed: 2022] [added: 2023] | | | | | | [removed: [40](#i8b8d2609d2a047f5bf71c933524911e6_82)] [added: [41](#ie83b56597cde4f8b827831ecc4f4c37c_73)] | | |

| CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, [removed: 2024] [added: 2025] AND [removed: 2023] [added: 2024] | | | | | | [removed: [41](#i8b8d2609d2a047f5bf71c933524911e6_85)] [added: [42](#ie83b56597cde4f8b827831ecc4f4c37c_76)] | | |

| CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, [removed: 2024, 2023] [added: 2025, 2024] AND [removed: 2022] [added: 2023] | | | | | | [removed: [42](#i8b8d2609d2a047f5bf71c933524911e6_88)] [added: [43](#ie83b56597cde4f8b827831ecc4f4c37c_79)] | | |

| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, [removed: 2024, 2023] [added: 2025, 2024] AND [removed: 2022] [added: 2023] | | | | | | [removed: [43](#i8b8d2609d2a047f5bf71c933524911e6_91)] [added: [44](#ie83b56597cde4f8b827831ecc4f4c37c_82)] | | |

| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | | | | | | [removed: [44](#i8b8d2609d2a047f5bf71c933524911e6_94)] [added: [45](#ie83b56597cde4f8b827831ecc4f4c37c_85)] | | |

| EXHIBIT INDEX | | | | | | | | | [added: | | |]

| EXHIBIT NO. | | | | | | DESCRIPTION | | | [added: | | |]

| [removed: [2.1](https://www.sec.gov/Archives/edgar/data/277135/000110465915055285/a15-16633_1ex2d1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/277135/000110465915044837/a15-11230_5ex4d1.htm)] | | | | | | [removed: Share Purchase Agreement,] [added: Indenture,] dated as of [removed: July 30,] [added: June 11,] 2015, [removed: by and among] [added: between W.W.] Grainger, [removed: GWW UK Holdings Limited, Gregory Family Office Limited] [added: Inc.] and [removed: Michael Gregory,] [added: U.S. Bank National Association, as trustee,] incorporated by reference to Exhibit [removed: 2.1] [added: 4.1] to W.W. Grainger, Inc.’s Current Report on Form 8-K dated [removed: July 31,] [added: June 11,] 2015. | | | [added: | | |]

| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/277135/0000277135-98-000011.txt)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/277135/000027713525000082/exhibit31amendmenttoarti.htm)] | | | | | | Restated Articles of [removed: Incorporation,] [added: Incorporation of W.W. Grainger, Inc., as Amended,] incorporated by reference to Exhibit [removed: 3(i)] [added: 3.1] to W.W. Grainger, [removed: Inc.’s Quarterly] [added: Inc.'s Current] Report on Form [removed: 10-Q for the quarter ended June 30, 1998.] [added: 8-K dated May 15, 2025.] | | | [added: | | |]

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/277135/000110465917015516/a17-8047_1ex3d1d1.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/277135/000110465917034230/a17-12594_3ex4d1.htm)] | | | | | | [removed: By-laws, as amended on March 9, 2017,] [added: Form of 4.20% Senior Notes due 2047 (included in Exhibit 4.4),] incorporated by reference to Exhibit [removed: 3.1.1] [added: 4.1] to W.W. Grainger, Inc.’s Current Report on Form 8-K dated [removed: March 9,] [added: May 22,] 2017. | | | [added: | | |]

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/277135/000110465915044837/a15-11230_5ex4d1.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/277135/000110465915044837/a15-11230_5ex4d2.htm)] | | | | | | [added: First Supplemental] Indenture, dated as of June 11, 2015, between W.W. Grainger, Inc. and U.S. Bank National Association, as trustee, [added: and Form of 4.60% Senior Notes due 2045,] incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to W.W. Grainger, Inc.’s Current Report on Form 8-K dated June 11, 2015. | | | [added: | | |]

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/277135/000110465915044837/a15-11230_5ex4d2.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/277135/000110465916121315/a16-8597_3ex4d1.htm)] | | | | | | [removed: First] [added: Second] Supplemental Indenture, dated as of [removed: June 11, 2015,] [added: May 16, 2016,] between W.W. Grainger, [removed: Inc.] [added: Inc.,] and U.S. Bank National Association, as trustee, [removed: and Form of 4.60% Senior Notes due 2045,] incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to W.W. Grainger, Inc.’s Current Report on Form 8-K dated [removed: June 11, 2015.] [added: May 16, 2016.] | | | [added: | | |]

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/277135/000110465916121315/a16-8597_3ex4d1.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/277135/000110465917034230/a17-12594_3ex4d1.htm)] | | | | | | [removed: Second] [added: Third] Supplemental Indenture, dated as of May [removed: 16, 2016,] [added: 22, 2017,] between W.W. Grainger, Inc., and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May [removed: 16, 2016.] [added: 22, 2017.] | | | [added: | | |]

| [removed: [4.4](https://www.sec.gov/Archives/edgar/data/277135/000110465917034230/a17-12594_3ex4d1.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/277135/000027713524000173/gww-20240930xex41.htm)[8](https://www.sec.gov/Archives/edgar/data/277135/000027713524000173/gww-20240930xex41.htm)] | | | | | | [removed: Third] [added: Fifth] Supplemental Indenture, dated as of [removed: May 22, 2017,] [added: September 12, 2024, by and] between [removed: W.W. Grainger, Inc.,] [added: the Company] and U.S. Bank [added: Trust Company,] National Association, as [removed: trustee,] [added: Trustee (including Form of Note),] incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K dated May 22, 2017.] [added: 10-Q for the quarter ended September 30, 2024.] | | | [added: | | |]

| [4.5](https://www.sec.gov/Archives/edgar/data/277135/000110465916121315/a16-8597_3ex4d1.htm) | | | | | | Form of 3.75% Senior Notes due 2046 (included in Exhibit 4.3), incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 16, 2016. | | | [added: | | |]

| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/277135/000027713525000010/gww-20241231xex47.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/277135/000027713526000011/exhibit47-descriptionofsec.htm)] | | | | | | Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.] [added: 1934, dated as of December 31, 2025.] | | | [added: | | |]

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/277135/000027713524000173/gww-20240930xex41.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/277135/000027713525000067/gww-20250331xex104.htm)[0](https://www.sec.gov/Archives/edgar/data/277135/000027713525000067/gww-20250331xex104.htm)] | | | | | | [removed: Fifth Supplemental Indenture, dated as] [added: Letter] of [removed: September 12, 2024, by and] [added: Understanding] between [removed: the Company] [added: W.W. Grainger, Inc.] and [removed: U.S. Bank Trust Company, National Association, as Trustee (including Form of Note),] [added: Susan Slavik Williams,] incorporated by reference to Exhibit [removed: 4.1] [added: 10.4] to W.W. Grainger, [removed: Inc.’s] [added: Inc's] Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2024.] [added: March 31, 2025.*] | | | [added: | | |]

| [10.1](https://www.sec.gov/Archives/edgar/data/277135/000027713509000012/exhibit10bi.htm) | | | | | | Form of Indemnification Agreement between W.W. Grainger, Inc. and each of its directors and certain of its executive officers, incorporated by reference to Exhibit 10(b)(i) to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.* | | | [added: | | |]

| [10.2](https://www.sec.gov/Archives/edgar/data/277135/000027713508000006/exhibit10v.htm) | | | | | | Frozen Executive Death Benefit Plan, as amended, incorporated by reference to Exhibit 10(b)(v) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.* | | | [added: | | |]

| [10.3](https://www.sec.gov/Archives/edgar/data/277135/000027713509000005/exhibit10v1.htm) | | | | | | First amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to Exhibit 10(b)(v)(1) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008.* | | | [added: | | |]

| [10.4](https://www.sec.gov/Archives/edgar/data/277135/000027713510000011/exhibit10biv2.htm) | | | | | | Second amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to Exhibit 10(b)(iv)(2) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.* | | | [added: | | |]

| [10.5](https://www.sec.gov/Archives/edgar/data/277135/000027713504000007/exhibit10_8.htm) | | | | | | Supplemental Profit Sharing Plan, as amended, incorporated by reference to Exhibit 10(viii) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003.* | | | [added: | | |]

| [10.6](https://www.sec.gov/Archives/edgar/data/277135/000027713508000006/exhibit10ix.htm) | | | | | | Supplemental Profit Sharing Plan II, as amended, incorporated by reference to Exhibit 10(b)(ix) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.* | | | [added: | | |]

| [10.7](https://www.sec.gov/Archives/edgar/data/277135/000027713508000006/exhibit10xi.htm) | | | | | | Voluntary Salary and Incentive Deferral Plan, as amended, incorporated by reference to Exhibit 10(b)(xi) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.* | | | [added: | | |]

| [10.8](https://www.sec.gov/Archives/edgar/data/277135/000027713525000010/gww-20241231xex108.htm) | | | | | | Summary Description of the Directors Compensation [removed: Program.*] [added: Program, incorporated by reference to Exhibit 10.8 to W.W. Grainger, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.*] | | | [added: | | |]

| [10.9](https://www.sec.gov/Archives/edgar/data/277135/000104746910002108/a2196890zdef14a.htm#Appendix_B) | | | | | | 2010 Incentive Plan, incorporated by reference to Appendix B of W.W. Grainger, Inc.’s Proxy Statement dated March 12, 2010.* | | | [added: | | |]

| [removed: [10.10](https://www.sec.gov/Archives/edgar/data/277135/000027713524000011/gww-20231231xex1010.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/277135/000027713525000067/gww-20250331xex103.htm)] | | | | | | Summary Description of the Company Management Incentive Program, incorporated by reference to Exhibit [removed: 10.10] [added: 10.3] to W.W. Grainger, Inc's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2023.*] [added: 2025.*] | | | [added: | | |]

| [10.11](https://www.sec.gov/Archives/edgar/data/277135/000027713510000011/exhibit10bxxv.htm) | | | | | | Incentive Program Recoupment Agreement, incorporated by reference to Exhibit 10(b)(xxv) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.* | | | [added: | | |]

| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/277135/000027713511000011/exhibit10bxxvii.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/277135/000027713522000012/exhibit1035tothe2021xformp.htm)[2](https://www.sec.gov/Archives/edgar/data/277135/000027713522000012/exhibit1035tothe2021xformp.htm)[7](https://www.sec.gov/Archives/edgar/data/277135/000027713522000012/exhibit1035tothe2021xformp.htm)] | | | | | | [added: 2022] Form of [removed: Change in Control Employment] [added: W.W. Grainger, Inc. 2015 Incentive Plan Performance Stock Unit] Agreement between W.W. Grainger, Inc. and certain of its executive [removed: officers,] [added: officers] incorporated by reference to Exhibit [removed: 10(b)(xxvii)] [added: 10.35] to W.W. Grainger, [removed: Inc.’s] [added: Inc.'s] Annual Report on Form 10-K for the year ended December 31, [removed: 2010.*] [added: 2021.*] | | | [added: | | |]

| [removed: [10.13](https://www.sec.gov/Archives/edgar/data/277135/000104746915002102/a2223255zdef14a.htm#30)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/277135/000104746915002102/a2223255zdef14a.htm#30)[2](https://www.sec.gov/Archives/edgar/data/277135/000104746915002102/a2223255zdef14a.htm#30)] | | | | | | W.W. Grainger, Inc. 2015 Incentive Plan, incorporated by reference to Exhibit B of W.W. Grainger, Inc.’s Proxy Statement dated March 13, 2015.* | | | [added: | | |]

| [removed: [10.14](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex101.htm)[3](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex101.htm)] | | | | | | First Amendment to the W.W. Grainger, Inc. 2015 Incentive Plan, incorporated by reference to 10.1 of W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* | | | [added: | | |]

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/277135/000027713518000029/gww-2018093018xex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/277135/000027713518000029/gww-2018093018xex101.htm)[4](https://www.sec.gov/Archives/edgar/data/277135/000027713518000029/gww-2018093018xex101.htm)] | | | | | | W.W. Grainger, Inc. 2015 Incentive Plan as Amended and Restated Effective October 31, 2018, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.* | | | [added: | | |]

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/277135/000027713516000052/gww-2016063016xex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/277135/000027713516000052/gww-2016063016xex101.htm)[5](https://www.sec.gov/Archives/edgar/data/277135/000027713516000052/gww-2016063016xex101.htm)] | | | | | | Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.* | | | [added: | | |]

| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex102.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex102.htm)[6](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex102.htm)] | | | | | | Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* | | | [added: | | |]

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex103.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex103.htm)[7](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex103.htm)] | | | | | | Form of Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* | | | [added: | | |]

| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex104.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex104.htm)[8](https://www.sec.gov/Archives/edgar/data/277135/000027713517000018/gww-2017033117xex104.htm)] | | | | | | Form of 2017 Performance Share Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.4 to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* | | | [added: | | |]

| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/277135/000027713518000016/gww-2018033118xex103.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/277135/000027713518000016/gww-2018033118xex103.htm)] | | | | | | Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Stock Option Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* | | | [added: | | |]

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/277135/000027713518000016/gww-2018033118xex104.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/277135/000027713518000016/gww-2018033118xex104.htm)[0](https://www.sec.gov/Archives/edgar/data/277135/000027713518000016/gww-2018033118xex104.htm)] | | | | | | Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.4 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* | | | [added: | | |]

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| [3.2](https://www.sec.gov/Archives/edgar/data/277135/000027713526000011/exhibit32by-lawsamended121.htm) | | | | | | By-laws of W.W. Grainger, Inc. | | | | | |

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| [10.4](https://www.sec.gov/Archives/edgar/data/277135/000027713525000148/gww-20250930xex102.htm)[2](https://www.sec.gov/Archives/edgar/data/277135/000027713525000148/gww-20250930xex102.htm) | | | | | | W.W. Grainger, Inc. Executive Change in Control Severance Plan (effective December 31, 2025), incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.* | | | | | |

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| [4.6](https://www.sec.gov/Archives/edgar/data/277135/000110465917034230/a17-12594_3ex4d1.htm) | | | | | | Form of 4.20% Senior Notes due 2047 (included in Exhibit 4.4), incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 22, 2017. | | |

| [4.8](https://www.sec.gov/Archives/edgar/data/277135/000110465920025418/tm208239d5_ex4-1.htm) | | | | | | Fourth Supplemental Indenture, dated as of February 26, 2020, between W.W. Grainger, Inc., and U.S. Bank National Association, as trustee incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K dated February 21, 2020. | | |

| [4.9](https://www.sec.gov/Archives/edgar/data/277135/000110465920025418/tm208239d5_ex4-1.htm) | | | | | | Form of 1.85% Senior Notes due 2025 (included in Exhibit 4.8), incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K dated February 21, 2020. | | |

| [10.27](https://www.sec.gov/Archives/edgar/data/277135/000027713522000034/gww8kex101.htm) | | | | | | First Amendment to Credit Agreement, dated as of August 29, 2022, by and among W.W. Grainger, Inc., the lenders party thereto and JPMorgan Chase, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.’s Current Report on Form 8 K dated August 30, 2022. | | |

| [10.39](https://www.sec.gov/Archives/edgar/data/0000277135/000110465923108856/tm2328304d1_ex10-1.htm) | | | | | | Credit Agreement dated as of October 11, 2023, by and among W.W. Grainger, Inc. the lenders party thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K filed on October 12, 2023. | | |

| [10.40](https://www.sec.gov/Archives/edgar/data/277135/000027713525000010/exhibit1040-separationagre.htm) | | | | | | Separation Agreement and General Release between W.W. Grainger, Inc. and Matthew E. Fortin dated as of August 23, 2024. | | |

DATE: February [removed: 20, 2025][added: 19, 2026]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on February [removed: 20, 2025,] [added: 19, 2026,] in the capacities indicated.

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| | | | | | | /s/ Stuart L. Levenick | | |

| | | | | | | Stuart L. Levenick | | |

| | | | | | | Director | | |