Item 9B. Other Information
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Item 9B. Other Information
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.
None of the Company's 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, 2025.
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