Item 5. Other Information

On June 6, 2024, Deidra C. Merriwether, Grainger’s Chief Financial Officer, adopted a written plan for the sale of shares received pursuant to the vesting of equity awards on November 1, 2024 and April 1, 2025. The aggregate number of shares subject to the plan is 4,675 and excludes shares withheld by the Company to satisfy income tax withholding obligations in connection with the net settlement of such equity award. The plan is a multi-trade plan, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on September 30, 2025, or any earlier date on which all of the shares have been sold.

On June 17, 2024, D.G. Macpherson, Grainger’s Chief Executive Officer, adopted a written plan for the exercise of options and sale of shares received. The aggregate number of options subject to the plan is 46,063 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 shares. The plan is a single-trade plan, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on December 12, 2024, or any earlier date on which all of the shares 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 June 30, 2024.

W.W. Grainger, Inc. and Subsidiaries