Item 5. Other Information

None of the Company's 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 March 31, 2025.

On April 30, 2025, the Company and Susan Slavik Williams, a member of the Company’s Board of Directors (the “Board”) and a beneficial owner of approximately 5.7% of the Company’s outstanding shares, entered into a letter agreement (the “Agreement”), pursuant to which Ms. Slavik Williams will, among other items, annually have the right to nominate up to one director nominee, which may only be Ms. Slavik Williams or a Family Member (as defined in the Agreement), for inclusion in the Board’s recommended slate of nominees for the ensuing annual meeting of shareholders. This summary of the Agreement is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

W.W. Grainger, Inc. and Subsidiaries