Form 4: W.W. Grainger Executive Reports Stock Transactions
Insider Transaction Report
W.W. Grainger's Sr. VP & CLO, Nancy L. Berardinelli-Krantz, reported the withholding of shares for tax purposes related to restricted stock unit vesting.
Summary
- Nancy L. Berardinelli-Krantz, Senior Vice President & Chief Legal Officer of W.W. Grainger, Inc. (GWW), reported changes in beneficial ownership.
- On February 1, 2025, 188 shares of Common Stock were disposed of at a price of $1,062.67 per share for tax withholding related to the partial settlement of a restricted stock unit award.
- Following the February 1, 2025 transaction, beneficial ownership of Common Stock was 2,986 shares.
- On February 1, 2026, 189 shares of Common Stock were disposed of at a price of $1,079.94 per share for tax withholding upon the vesting and partial settlement of the same restricted stock unit award.
- Following the February 1, 2026 transaction, beneficial ownership of Common Stock will be 2,797 shares.
- The transactions relate to the February 1, 2023 award of restricted stock units, which vests in three equal tranches on February 1, 2024, February 1, 2025, and February 1, 2026.
- The February 1, 2025 vesting was not reported at the time due to an administrative error.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, as it reports routine insider transactions related to executive compensation and tax obligations, with no material impact on company operations or outlook.
Positives
- The underlying restricted stock unit award represents executive compensation, aligning management's interests with shareholder value creation.
Future Outlook
The remaining tranche of the February 1, 2023 restricted stock unit award is scheduled to vest on February 1, 2026, at which point shares will be withheld for tax purposes.
Industry Context
StockSavvy.ai notes that routine insider transactions, such as tax withholdings for restricted stock unit vesting, are common occurrences for executives and generally do not indicate a change in company fundamentals or strategic direction.
Stakeholder Impact
- Shareholders: Minimal impact as this is a routine tax-related transaction for executive compensation, not a discretionary sale or a reflection of company performance.
Next Steps
- The final tranche of the February 1, 2023 restricted stock unit award is scheduled to vest on February 1, 2026.
Key Dates
| Date | Description |
|---|---|
| 02/01/2023 | Original grant date of the February Award of restricted stock units. |
| 02/01/2024 | Vesting date for the first tranche (1/3) of the February Award. |
| 02/01/2025 | Vesting date for the second tranche (1/3) of the February Award; 188 shares withheld for tax at $1,062.67 per share. This vesting was not reported at the time due to an administrative error. |
| 02/01/2026 | Vesting date for the third tranche (1/3) of the February Award; 189 shares to be withheld for tax at $1,079.94 per share. |
| 02/04/2026 | Date the Statement of Changes in Beneficial Ownership (Form 4) was signed. |
Keywords
W.W. Grainger, GWW, Form 4, Insider Transaction, Restricted Stock Units, RSU, Tax Withholding, Beneficial Ownership, Executive Compensation
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