W.W. GRAINGER, INC. — fact timeline

W.W. GRAINGER, INC. reported the first quarter ended March 31, 2026 results: revenue $4,742, net income $555, EPS $11.65. Guidance raised.

“Grainger (NYSE: GWW) today reported results for the first quarter of 2026 with sales of $4.7 billion, up 10.1%, or 12.2% on a daily, organic constant currency basis, and diluted EPS of $11.65, up 18.2% compared to the first quarter of 2025. “We delivered great results in the first quarter driven by strong execution across both segments,” said D.G. Macpherson, Chairman and CEO. “Despite ongoing uncertainty with tariffs and the broader geopolitical climate, we’re seeing positive signs with the demand environment and are increasing our 2026 guidance to reflect the strong start and continued momentum.” 1 2026 First Quarter Financial Summary ($ in millions, except per share amounts) Q1 2026 (1) Q1 2025 (1) Q1'26 vs. Q1'25 Fav. / (Unfav.) Net Sales $4,742 $4,306 10.1% Gross Profit $1,896 $1,710 10.9% Operating Earnings $793 $672 18.0% Net Earnings Attributable to W.W. Grainger, Inc. $555 $479 15.9% Diluted Earnings Per Share $11.65 $9.86 18.2%”

W.W. GRAINGER, INC. shareholders approved Non-binding, advisory proposal to approve the compensation of named executive officers at the 2026-04-29 meeting.

“A non-binding, advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved.”

W.W. GRAINGER, INC. shareholders approved Ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2026 at the 2026-04-29 meeting.

“A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2026 was approved.”

W.W. GRAINGER, INC. shareholders approved Election of Directors at the 2026-04-29 meeting.

“Management’s nominees were elected as directors of the Company for the ensuing year.”

W.W. GRAINGER, INC.: Amendments to By-Laws to modernize provisions relating to virtual annual shareholder meetings and remote communications and to update or remove outdated terminology (effective 2025-12-10).

“On December 10, 2025 (the “Effective Date”), the Board of Directors of W.W. Grainger, Inc. (the “Company”) approved amendments to the Company’s By-Laws (the “By-Laws”), effective as of the Effective Date. The amendments reflect updates to modernize and clarify certain provisions relating to virtual annual shareholder meetings and remote communications and update or remove outdated terminology.”

W.W. GRAINGER, INC.: Adopted conforming changes to Article II, Section 12 and Article III, Section 14 of the Restated By-laws to reflect the elimination of cumulative voting (effective 2025-05-09).

“The Board has also taken action to adopt certain conforming changes to Article II, Section 12 and Article III, Section 14 of the By-laws (“Restated By-laws”), to reflect the elimination of cumulative voting as described in Proposal 4 of the Company’s Proxy Statement, which amendments became effective as of the effectiveness of the Amendment.”

W.W. GRAINGER, INC.: Amended Article Ten of the Restated Articles of Incorporation to eliminate cumulative voting (effective 2025-05-09).

“As a result of the shareholders’ approval of the proposal, effective May 9, 2025, the Company has amended Article Ten of the Restated Articles of Incorporation as described in Proposal 4 of the Company’s definitive proxy statement dated March 7, 2025 (the “Proxy Statement) to eliminate cumulative voting.”

Matthew E. Fortin departed as Senior Vice President and Chief Human Resources Officer at W.W. GRAINGER, INC..

“On August 26, 2024, W.W. Grainger, Inc. (the “Company”) announced that Matthew E. Fortin, Senior Vice President and Chief Human Resources Officer of the Company, is no longer with the Company effective August 23, 2024.”

W.W. GRAINGER, INC. reported first quarter ended March 31, 2024 results: revenue $4.2 billion, EPS $9.62. Guidance reaffirmed.

“RESULTS FOR THE FIRST QUARTER 2024 Strategic focus driving business forward; Company reaffirms full year 2024 guidance ranges First Quarter Highlights • Delivered sales of $4.2 billion, up 3.5%, or 4.9% on a daily, organic constant currency basis • Achieved operating margin of 15.8%, down 80 basis points • Increased diluted EPS by $0.01 to $9.62 • Generated”

W.W. GRAINGER, INC. shareholders approved Advisory approval of Named Executive Officer compensation at the 2024-04-24 meeting.

“A non-binding advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved. Of the 45,443,055 shares present or represented by proxy at the meeting, 40,153,226 shares were voted for the proposal, 2,407,221 shares were voted against the proposal and 77,131 shares abstained from voting with respect to the proposal. There were 2,805,477 broker non-votes.”

W.W. GRAINGER, INC. shareholders approved Ratification of Ernst & Young LLP as independent auditor at the 2024-04-24 meeting.

“A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2024 was approved. Of the 45,443,055 shares present or represented by proxy at the meeting, 44,761,880 shares were voted for the proposal, 652,535 shares were voted against the proposal and 28,640 shares abstained from voting with respect to the proposal.”

W.W. GRAINGER, INC. shareholders approved Election of Directors at the 2024-04-24 meeting.

“Management’s nominees were elected as directors of the Company for the ensuing year. Of the 45,443,055 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares voted against, the number of abstentions, and the number of broker non-votes were as follows with respect to each of the nominees: Name Votes For Votes Against Abstentions Broker Non-Votes R. C. Adkins 40,578,544 2,003,591 55,443 2,805,477 G. S. Davis 42,333,150 249,794 54,634 2,805,477 K. D. Jaspon 41,760,892 824,689 51,997 2,805,477 C. J. Klein 42,333,871 250,380 53,327 2,805,477 S. L. Levenick 39,901,602 2,638,394 97,582 2,805,477 D.G. Macpherson 40,011,413 2,458,708 167,457 2,805,477 C. J. Miller 42,239,911 343,912 53,755 2,805,477 N. S. Novich 40,520,464 2,062,864 54,250 2,805,477 B. R. Perez 39,924,777 2,661,511 51,290 2,805,477 E. S. Santi 40,992,655 1,592,252 52,671 2,805,477 S. Slavik Williams 41,798,083 793,157 46,338 2,805,477 L. E. Watson 41,736,070 843,92”

W.W. GRAINGER, INC. reported full year 2023 results: revenue $16.5 billion, net income $1,829, EPS $36.23. Guidance initiated.

“to $8.33 on an adjusted basis • Announced plans to open a new 1.2 million square-foot distribution center near Houston, Texas in 2026 Full Year 2023 Highlights • Grew sales to $16.5 billion, up 8.2%, or 9.5% on a daily, organic constant currency basis • Realized reported operating margin of 15.6%, up 110 basis points, or 15.7% on an adjusted basis, up 130 basis”

W.W. GRAINGER, INC. reported the fourth quarter ended December 31, 2023 results: revenue $4.0 billion, net income $395, EPS $7.89.

“execution delivers solid quarter and record full year earnings; Company issues 2024 guidance, including 4% to 7% sales growth Fourth Quarter 2023 Highlights • Delivered sales of $4.0 billion, up 5.1%, or 5.5% on a daily, organic constant currency basis • Achieved reported operating margin of 13.9%, down 40 basis points, or 14.6% on an adjusted basis, up 80 basis”

Christopher Klein was appointed as Director at W.W. GRAINGER, INC..

“appointed Christopher Klein as a director to the Board, effective immediately.”

W.W. GRAINGER, INC. reported the third quarter ended September 30, 2023 results: revenue $4.2 billion, net income $476 million, EPS $9.43. Guidance reaffirmed.

“QUARTER 2023 Advancing strategic initiatives while driving continued strong results; Company narrows full-year 2023 guidance range Third Quarter Highlights • Delivered sales of $4.2 billion, up 6.7%, or 8.7% on a daily, constant currency basis • Generated operating earnings of $667 million, up 10.7%, with operating margin of 15.9%, up 60 basis points • Achieved”

W.W. GRAINGER, INC. incurred revolving credit of $1,250,000,000 with JPMorgan Chase Bank, N.A. at Relevant Rate plus a margin determined with reference to the rating on the Compa maturing October 11, 2028.

“its subsidiaries (collectively, the “ Borrowers ”) may obtain loans in various currencies on a revolving basis in an aggregate amount not exceeding the U.S. Dollar equivalent of $1,250,000,000, which amount may be increased from time to time up to $1,875,000,000 at the request of the Company, subject to obtaining additional commitments and other customary conditions.”

W.W. GRAINGER, INC. terminated 2020 Credit Facility with the lenders party thereto, and JPMorgan, as administrative agent (effective 2023-10-11).

“acility, dated as of February 14, 2020 (the “ 2020 Credit Facility ”), among the Company, the lenders party thereto, and JPMorgan, as administrative agent, which was scheduled to mature on February 14, 2025.”

W.W. GRAINGER, INC. entered into Credit Facility with the financial institutions and other lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent valued at $1,250,000,000 (effective 2023-10-11).

“On October 11, 2023, W.W. Grainger, Inc. (the “ Company ”), as borrower, entered into a five-year syndicated revolving credit facility agreement (the “ Credit Facility ”) with the financial institutions and other lenders named therein, and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as administrative agent.”

W.W. GRAINGER, INC. updated its full year 2023 guidance (raised).

“Raising midpoint of full year 2023 total Company revenue and EPS guidance ranges, including daily sales growth of 8.5% to 11% and diluted EPS of $35.00 to $36.75 per share”

W.W. GRAINGER, INC. reported the second quarter ended June 30, 2023 results: revenue $4,182, net income $470, EPS $9.28.

“Net Sales $4,182 $3,837 9.0% Gross Profit $1,644 $1,441 14.0% Operating Earnings $661 $534 23.5% Net Earnings Attributable to W.W. Grainger, Inc. $470 $371 26.5% Diluted Earnings Per Share $9.28 $7.19 29.1% Gross Profit Margin 39.3% 37.6% 170 bps Operating Margin 15.8% 13.9% 190 bps Effective Tax Rate 24.0% 24.8% 80 bps”

George S. Davis was appointed as director at W.W. GRAINGER, INC..

“On July 26, 2023, the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the “Company”), appointed George S. Davis as a director to the Board, effective immediately.”

Kathleen S. Carroll was named as Strategic Advisor to the Chairman & CEO at W.W. GRAINGER, INC..

“On July 10, 2023, as a result of her ongoing health issues, Ms. Kathleen S. Carroll was named Strategic Advisor to the Chairman & CEO of W.W. Grainger, Inc. (the “Company”).”

W.W. GRAINGER, INC. shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-04-26 meeting.

“A non-binding advisory proposal to select the frequency of the advisory vote on the compensation of the Company’s Named Executive Officers was voted on. Of the 46,684,148 shares present or represented by proxy at the meeting, 41,177,609 shares were voted for one year, 22,978 shares were voted for two years, 594,801 shares were voted for three years and 104,504 shares abstained from voting with respect to the proposal. There were 4,784,256 broker non-votes.”

W.W. GRAINGER, INC. shareholders approved Advisory vote to approve compensation of Named Executive Officers at the 2023-04-26 meeting.

“A non-binding advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved. Of the 46,684,148 shares present or represented by proxy at the meeting, 38,891,638 shares were voted for the proposal, 2,916,396 shares were voted against the proposal and 91,858 shares abstained from voting with respect to the proposal. There were 4,784,256 broker non-votes .”

W.W. GRAINGER, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent auditor at the 2023-04-26 meeting.

“A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2023 was approved. Of the 46,684,148 shares present or represented by proxy at the meeting, 45,756,383 shares were voted for the proposal, 898,771 shares were voted against the proposal and 28,994 shares abstained from voting with respect to the proposal .”

W.W. GRAINGER, INC. shareholders approved Election of Directors at the 2023-04-26 meeting.

“Management’s nominees were elected as directors of the Company for the ensuing year. Of the 46,684,148 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares voted against, the number of abstentions, and the number of broker non-votes were as follows with respect to each of the nominees : Name Votes For Votes Against Abstentions Broker Non-Votes R. C. Adkins 38,028,439 3,795,561 75,892 4,784,256 V. A. Hailey 38,527,187 3,284,253 88,452 4,784,256 K. D. Jaspon 40,986,168 846,820 66,904 4,784,256 S. L. Levenick 38,530,014 3,299,364 70,514 4,784,256 D. G. Macpherson 38,734,897 2,890,953 274,042 4,784,256 N. S. Novich 38,979,285 2,850,185 70,422 4,784,256 B. R. Perez 38,418,396 3,411,403 70,093 4,784,256 E. S. Santi 39,487,640 2,342,202 70,050 4,784,256 S. Slavik Williams 41,235,802 596,766 67,324 4,784,256 L. E. Watson 41,284,644 522,751 92,497 4,784,256 S. A. White 39,231,682 2,575,307 92,903 4,784,256”

W.W. GRAINGER, INC. reported full year 2023 results: EPS $34.25 to $36.75. Guidance raised.

“Total Company (1) Previous 2023 Guidance Range (as of February 2, 2023) Updated 2023 Guidance Range (as of April 27, 2023) Net Sales $16.2 - $16.8 billion $16.2 - $16.8 billion Sales Growth 6.6% - 10.6% 6.6% - 10.6% Daily Sales Growth 7.0% - 11.0% 7.0% - 11.0% Gross Profit Margin 38.1% - 38.3% 39.1% - 39.4% Operating Margin 14.4% - 14.9% 15.2% - 15.7% Diluted Earnings per Share $32.00 - $34.50 $34.25 - $36.75 Operating Cash Flow $1.45 - $1.65 billion $1.6 - $1.8 billion CapEx (cash basis) $450 - $525 million $450 - $525 million Share Buyback $550 - $700 million $650 - $800 million Effective Tax Rate ~25.0% ~24.0% Segment Operating Margin High-Touch Solutions N.A. 16.3% - 16.8% 17.3% - 17.8% Endless Assortment 8.6% - 9.0% 7.9% - 8.3% (1) Guidance provided is on an adjusted basis.”

W.W. GRAINGER, INC. reported first quarter ended March 31, 2023 results: revenue $4.1 billion, net income $488 million, EPS $9.61.

“FOR THE FIRST QUARTER 2023 Continued strong performance amidst resilient demand environment; Company raises full year 2023 guidance First Quarter Highlights • Delivered sales of $4.1 billion, up 12.2%, or 14.5% on a daily, constant currency basis • Generated operating earnings of $680 million, up 27.4%, with operating margin of 16.6%, up 200 basis points • Achieved”

Michael J. Roberts departed as Director at W.W. GRAINGER, INC..

“Michael J. Roberts, who has served as a director of the Company for 17 years, will not stand for re-election in accordance with the Company’s Criteria for Membership on the Board of Directors, which provide that an outside director generally will not be nominated after the age of 72, and not as the result of any disagreement with the Company.”

W.W. GRAINGER, INC. reported the full year ended December 31, 2022 results: revenue $15.2 billion, net income $1,547, EPS $30.06. Guidance initiated.

“Full Year 2022 Financial Highlights • Grew sales to $15.2 billion, up 16.9%, or 19.3% on a daily, constant currency basis • Realized reported operating margin of 14.5%, up 265 basis points, or 14.4% on an adjusted basis, up 255 basis points • Delivered diluted EPS of $30.06 on a reported basis, up 51.5%, or $29.66 on an adjusted basis, up 49.5%”

W.W. GRAINGER, INC. reported the fourth quarter ended December 31, 2022 results: revenue $3.8 billion, net income $384, EPS $7.54. Guidance initiated.

“Fourth Quarter 2022 Financial Highlights • Delivered sales of $3.8 billion, up 13.2%, or 17.2% on a daily, constant currency basis • Achieved reported operating margin of 14.3%, up 190 basis points, or 13.8% on an adjusted basis, up 135 basis points • Generated diluted EPS of $7.54 on a reported basis, up 38.6%, or $7.14 on an adjusted basis, up 31.3%”

John L. Howard departed as Senior Vice President at W.W. GRAINGER, INC..

“John L. Howard, Senior Vice President and General Counsel of W.W. Grainger, Inc. (the “Company”), notified the Company of his intention to retire.”

John L. Howard changed role as Senior Vice President at W.W. GRAINGER, INC..

“Mr. Howard will step down as the Company’s General Counsel effective as of Ms. Berardinelli-Krantz’s employment start date”

Nancy L. Berardinelli-Krantz was appointed as Senior Vice President and Chief Legal Officer at W.W. GRAINGER, INC..

“Nancy L. Berardinelli-Krantz, age 45, will join the Company from Eaton Corporation, where she is Senior Vice President and Deputy Chief Legal Officer.”

W.W. GRAINGER, INC. reported third quarter ended September 30, 2022 results: revenue $3,942, net income $426, EPS $8.27. Guidance raised.

“($ in millions) Q3 2022 (1) Q3 2021 (1) Q3 Fav. (Unfav.) vs. Prior Net Sales $3,942 $3,372 16.9% Gross Profit $1,519 $1,250 21.5% Operating Earnings $603 $438 37.6% Net Earnings Attributable to W.W. Grainger, Inc. $426 $297 43.4% Diluted Earnings Per Share $8.27 $5.65 46.4%”

Brian P. Anderson departed as Director at W.W. GRAINGER, INC..

“On February 16, 2022, Brian P. Anderson, a member of the Board of Directors (the “ Board ”) of W.W. Grainger, Inc. (the “ Company ”), notified the Board that he would not stand for re-election as a member of the Board for the 2022-2023 period.”