W.W. GRAINGER, INC.

For the period ended Apr 29, 2026. Filed Mar 10, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2026 · Filed Mar 10, 2026

GWW$1,440.70-0.7%Stored close · as of Nov 6, 2026

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Contents

2025 Compensation Program Overview

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Introduction

Driven by the team’s focused execution against our long-term strategy, we delivered on financial commitments while driving shareholder returns in 2025. We strengthened our operational advantage in both our High-Touch Solutions—N.A. and Endless Assortment segments by remaining committed to our purpose—We Keep The World Working®. As described within this CD&A, our executive compensation programs feature durable designs that directly support our strategy and focus our leadership team on long-term growth and profitability.

2025 Highlights

	Driving effective executive pay programs focused on what matters

	Metrics Aligned with Our Priorities				Reflect Solid 2025 Performance				Executive Pay is Pay for Performance
	NEO incentive programs and metrics were aligned with our priorities to: • Execute on our growth drivers to provide customers with a flawless experience and tangible value. • Encourage operational excellence and productivity to keep the business healthy and enable future investments. • Drive long-term shareholder value creation.				• Delivered $17.9 billion in sales, up 4.9% on a daily, organic constant currency basis.(1) • Produced strong total Company adjusted return on invested capital (“ROIC”) of 39.1%.(1) • Outgrew the total U.S. MRO market by approximately 250 basis points (“bps”) in High-Touch Solutions—U.S. business. • Operating margin decreased 50 bps to 15.0% on an adjusted basis(1) • Diluted adjusted earnings per share (“EPS”) decreased by 8.6% on a reported basis and increased by 1.3% on an adjusted basis.(1) Delivered a one-year Total Shareholder Return (“TSR”) of -3.4% and three-year TSR of 86.4%.				2025 NEO compensation reflects our pay for performance design: • 2025 short- and long-term incentive payouts correspond with solid performance. • The annual incentive payout was 93% of target and the 2023 PSU cycle payout was 90% of target.(2)

2025 Compensation Program Overview

(1)

See Appendix B of this proxy statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable generally accepted accounting principles (“GAAP”) financial measures. The 2025 MIP financial metrics incorporate the Company’s current year planned foreign currency exchange rates used when setting initial targets resulting in total Company daily, organic constant currency sales of 4.0% and total Company adjusted ROIC of 39.1%.

(2)

Does not include Ms. Tinto who was hired and appointed on April 28, 2025.

	CORPORATE GOVERNANCE			PROPOSAL 1: ELECTION OF DIRECTORS			PROPOSAL 2: RATIFY THE INDEPENDENT AUDITOR			EXECUTIVE COMPENSATION			PROPOSAL 3: SAY ON PAY			QUESTIONS AND ANSWERS			APPENDICES

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.