Item 5. Other Information

On September 4, 2025, 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 30,663 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 multi-trade plan, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on September 1, 2026, 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 September 30, 2025.

On October 29, 2025, the Board of Directors of W.W. Grainger, Inc. (the “Company”), upon the recommendation of its compensation committee, approved the Executive Severance Plan (the “Severance Plan”) and the Executive Change in Control Severance Plan (the “CIC Plan”, and together with the Severance Plan, the “Plans”), in which certain senior executives of the Company will participate, including its named executive officers. The Plans become effective as of December 31, 2025 and will replace the existing severance policy and change in control employment agreements for such executives, subject to any applicable notice period unless waived by the participant.

Upon a participant’s qualifying termination of employment, the Severance Plan provides for severance payments equal to 2x or 1.5x base salary plus target annual incentive, pro-rata annual incentive award(s) for the year of termination, pro rata vesting treatment of outstanding equity awards, a portion of the participant’s COBRA costs, and outplacement benefits. Upon a participant’s qualifying termination of employment following a change in control of the Company, the CIC Plan applies in lieu of the Severance Plan and provides for a severance payment equal to 2x base salary plus target annual incentive, pro-rata annual incentive award(s), double-trigger vesting treatment of outstanding equity awards, and COBRA costs.

The descriptions of the Severance Plan and CIC Plan are qualified in their entirety by reference to the full texts of such plans, which are filed as Exhibits 10.1and 10.2, respectively, to this Report, and which are incorporated herein by reference thereto.

W.W. Grainger, Inc. and Subsidiaries