W W Grainger: 2026 Proxy

2026

Notice of Annual Meeting &

Proxy Statement

Our Purpose

We eep

e Wi

Our Aspiration

We relentlessly expand our leadership position by being the go-to partner for people who build and run safe, sustainable and productive operations.

Our Strategy

High-Touch Solutions model

We deliver compelling value-added MRO solutions through our teams of specialists and curated digital experiences.

• Advantaged MRO solutions

• Differentiated sales and services

• Unparalleled customer service

  Endless Assortment model

  We make business supply purchasing remarkably easy through a streamlined and transparent online relationship that provides access to everything a customer needs.

• Expansive product assortment

• Innovative customer acquisition and retention capabilities

The following principles are at the heart of how we work-with one another, our customers, suppliers and communities.

Our Principles

Win as one team

Start with the customer

lnvestin our success

Embrace

curiosity

Act with intent

Do the right thing

Compete with urgency

The Grainger Edge°

A Message from Our Chairman of the Board and Chief Executive Officer

March 10, 2026

We are pleased to invite you to attend the 2026 annual meeting of shareholders of

W.W. Grainger, Inc. on Wednesday, April 29, 2026, at 8:00 a.m. Central Time. This year's annual meeting will be held virtually with no in-person attendance.

The meeting will include a report on our operations and other matters of current interest. Shareholders will also vote on the matters described in the accompanying Notice of 2026 Annual Meeting of Shareholders and Proxy Statement, and any other matters, properly brought before the meeting.

To provide shareholders with the information they need efficiently, while at the same time conserving natural resources and lowering the cost of delivery, we have elected to deliver our proxy materials electronically. On the following pages in the Notice of 2026 Annual Meeting of Shareholders and Proxy Statement, you will find instructions on how to:

• vote by internet, by telephone or by mail; and

• receive a paper copy of the proxy materials by mail.

We hope you will take the time to carefully read the Notice of 2026 Annual Meeting of Shareholders and Proxy Statement. Regardless of whether you plan to attend the meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by internet, or, for those electing to receive a paper copy, by signing and dating the proxy form and returning it promptly in the envelope provided.

We look forward to your participation. Sincerely,

D.G. Macpherson

Chairman of the Board and Chief Executive Officer

100 Grainger Parkway Lake Forest, Illinois 60045-5201

(847) 535-1000

"Time and again, our Grainger team members demonstrate an unwavering commitment to serving our customers, supporting our communities and helping us deliver exceptional results for our shareholders. To deliver on our purpose-We Keep The World Working®-in 2026 we will continue to provide a best-in class offer, invest to fuel growth, and above all, uphold the culture that sets Grainger apart."

Notice of 2026 Annual Meeting of Shareholders

LOGISTICS

Date and Time

8:00 a.m., Central Time, on Wednesday, April 29, 2026

Shareholders Meeting (Held Virtually)

Record Date

March 2, 2026

For additional information about our 2026 annual meeting of shareholders (the "2026 Annual Meeting"), see Questions and Answers beginning on page 78.

We will also consider any other matters that may properly be brought before the 2026 Annual Meeting (and any postponements or adjournments of the meeting).

We will hold the 2026 Annual Meeting virtually. We believe hosting a virtual annual meeting enables shareholders to attend and participate fully and equally, improves meeting efficiency and our ability to effectively communicate and engage with shareholders regardless of their holdings, resources or physical location and provides cost savings to W.W. Grainger, Inc. (the "Company"). To virtually attend the 2026 Annual Meeting, visit https://www.virtualshareholdermeeting.com/GWW2026 (the "Annual Meeting Website") and enter the 16-digit control number found

on your proxy card or voting instruction form ("Control Number"). You may vote your shares and submit your questions prior to the 2026 Annual Meeting. We will answer questions germane to the Company at the 2026 Annual Meeting.

This 2026 Notice of Annual Meeting of Shareholders, the following proxy statement and the accompanying proxy card were first distributed or made available to shareholders on or about March 10, 2026.

By order of the Board of Directors,

Paul J. Stanukinas

Vice President, Corporate Secretary

Shareholders of W.W. Grainger, Inc. ("Grainger" or the "Company"), as of March 2, 2026 (the "Record Date"), may attend the 2026 Annual Meeting virtually, via webcast format, on April 29, 2026 at 8:00 a.m., Central Time.

Regardless of whether you plan to attend the 2026 Annual Meeting, we hope you will vote as soon as possible. You may vote your shares prior to the 2026 Annual Meeting electronically or by telephone. If you received a paper copy of a proxy or a voting instruction card by mail, you may submit your proxy or voting instruction card before the 2026 Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. For specific instructions on voting, see Questions and Answers-Voting Information beginning on page 79.

INTERNET

https://www.proxyvote.com until 10:59 p.m. CT on April 28, 2026*

TELEPHONE

1-800-690-6903

until 10:59 p.m. CT on April 28, 2026*

MAIL

Mark, sign, and date your proxy card and return it in the pre-addressed postage-paid envelope we have provided or return it to:

Vote Processing c/o Broadridge 51 Mercedes Way

Edgewood, NY 11717

* Or until 10:59 p.m. CT on April 26, 2026, if your shares are held in the W.W. Grainger, Inc. Retirement Savings Plan (the "Retirement Savings Plan"), the

W.W. Grainger, Inc. 401(k) Plan or the Company's Employee Stock Purchase Plan.

We encourage all shareholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper materials mailed to you and supports our goal of minimizing our environmental footprint.

SIGN UP FOR E-DELIVERY AT https://WWW.PROXYVOTE.COM.

Please have your 16-digit Control Number available.

BENEFITS OF E-DELIVERY:

• immediate and convenient access to the materials

• helps us reduce our impact on the environment

• helps us reduce our printing and mailing costs

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to be Held Virtually on April 29, 2026.

This Notice of 2026 Annual Meeting of Shareholders, the following proxy statement, the accompanying proxy card and our 2025 Annual Report on Form 10-K are available under "Financials" in the Investor Relations section of our website at https://invest.grainger.com and also may be obtained free of charge on written request to the Office of the Corporate Secretary at Grainger's headquarters, at 100 Grainger Parkway, Lake Forest, Illinois 60045-5201.

1 CORPORATE GOVERNANCE

1 The Role of the Board

3 Director Independence

3 Transactions with Related Persons

5 Board Qualifications, Attributes, Skills, and Background

7 Attendance of Directors at Meetings

7 Annual Election of Directors

7 Candidates for Board Membership

8 Agreement Involving Director Nominee

9 PROPOSAL 1: ELECTION OF DIRECTORS

9 Director Nominees' Experience and Qualifications

20 Board and Committee Meetings; Executive Sessions

1. Board Committees & Membership

2. Audit Committee

3. Board Affairs and Nominating Committee

4. Compensation Committee of the Board

5. Leadership Structure

1. Lead Director

2. Board, Committee, and Director Evaluations

27 Board Oversight

28 Corporate Responsibility-The Grainger Impact Program

30 Political Activity

30 Other Communications with Directors

30 Available Information

31 Director Compensation

32 2025 Director Compensation Table

33 Ownership of Grainger Stock

35 Delinquent Section 16 Reports

35 Insider Trading Policy

36 Report of the Audit Committee

37 Audit Fees and Audit Committee Pre-Approval Policies and Procedures

38 PROPOSAL 2: RATIFY THE INDEPENDENT AUDITOR

39 Report of the Compensation Committee of the Board

40 EXECUTIVE COMPENSATION

40 Compensation Discussion and Analysis

42 Executive Summary

45 Compensation Philosophy, Plans and Practices

58 Compensation Tables

63 Employment Agreements, Change in Control and Termination of Employment Arrangements

70 CEO Pay Ratio

71 Pay Versus Performance

76 Equity Compensation Plans

77 PROPOSAL 3: SAY ON PAY

78 QUESTIONS AND ANSWERS

78 Virtual Meeting

78 Proxy Materials

79 Voting Information

81 INFORMATION NOT INCORPORATED INTO THIS PROXY STATEMENT

81 FORWARD-LOOKING STATEMENTS

A-1 APPENDIX A-CATEGORICAL STANDARDS FOR DIRECTOR INDEPENDENCE

B-1 APPENDIX B-NON-GAAP FINANCIAL MEASURES AND DEFINITIONS

PROXY STATEMENT

Corporate Governance

The Board of Directors (the "Board") acts as the steward of the Company for the benefit of the shareholders. The Directors have a wealth of business experience and a solid track record in situations relevant to the Company's strategy and operations.

The Board recognizes the importance of driving the design and execution of our strategy to create sustainable long-term value for Grainger's shareholders and other stakeholders. The Board plays an active role in formulating strategy and overseeing its implementation as to business, operational, financial, regulatory, corporate responsibility, and other matters.

The Board has a robust annual strategic planning process during which key elements of our business, financial plans, strategies, and near-term and long-term initiatives are explained and reviewed. This process includes extended Board sessions with our senior leadership team to

review Grainger's overall strategy, talent, opportunities, capabilities, risks, and challenges. In addition, the Board reviews Grainger's short- and long-term financial plans, which serve as the basis for the operating and capital plans for the upcoming year. The annual strategy process also helps shape the strategic content presented in our communications with the investment community. In addition to annual strategic reviews, the Board works with appropriate members of the Company's management team, who in turn consult with external advisors on at least a

biennial basis to identify and prioritize key risks to the Company based on factors such as materiality and timeline implications. Further, the Board's continuous evaluation of the Company's strategic progress and risk oversight enables it to identify new opportunities and emerging risks with respect to our strategy and plans throughout the year.

The Board closely monitors Grainger's management processes and financial resources to help fulfill our purpose-We Keep The World Working®-and to remain the go-to-partner for people who build and run safe, sustainable, and productive operations. In 2026, the Company expects to continue to focus on the following four priorities as we aim to continue serving our customers' maintenance, repair, and operating ("MRO") solutions better than anyone else, grow market share profitably and make Grainger a great place to work:

• Drive profitable market share gains by delivering on our growth drivers and service improvements;

• Integrate operational excellence and productivity in all we do to keep our business healthy and sustainable;

• Strengthen our culture and ensure an outstanding team member experience by consistently demonstrating our principles; and

• Meet our financial goals across both the high-touch solutions and endless assortment business models.

  Board Actions

  The Board believes that a diverse, experienced, and vibrant board significantly contributes to the broad-based thinking needed to reach sound decisions. These attributes equip the Board to oversee the Company in meeting both current challenges and future needs and ultimately

  assists in driving shareholder value. The 2026 Board slate consists of 12 Director nominees who bring various experiences and backgrounds to our Board, including six non-employee Directors who have joined the Board since 2020. The addition of these Directors demonstrates the Board's commitment to gaining the benefits of broad perspectives and backgrounds.

  The Board's various experiences and viewpoints directly align with our global business needs, reflect our strong corporate governance practices and remain consistent with our goals. The Board is regularly evolving and refreshing. For example, our six most recently appointed non-employee Directors have enhanced Board effectiveness with a range of experiences and expertise, such as technology, digital commerce, finance and corporate transactions, workforce diversification, and global logistics management.

  Corporate Culture: The Grainger Edge®

  The Board strongly believes that the Company's culture must be tightly aligned with its business strategy to create value. To that end, the Board is actively engaged with senior management in cultivating Grainger's culture. The Board believes that a purpose-driven culture has been an asset of the Company that creates a sustainable competitive advantage. Building on the Company's strong foundation while evolving a framework to address future challenges is critical to Grainger's continued success.

  In 2019, the Company introduced the Grainger Edge®, a strategic framework that defines the Grainger culture, including the Company's purpose, aspiration, and how team members work together to achieve Grainger's strategy.

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

  The Grainger Edge®includes a set of principles that defines the behaviors expected from team members as they work with each other, customers and suppliers. As highlighted on the inside of this proxy statement's cover page, the Grainger Edge®principles are:

  • Start with the customer.

  • Act with intent.

  • Win as one team.

  • Embrace curiosity.

  • Compete with urgency.

  • Invest in our success.

  • Do the right thing.

  The Grainger Edge®principles support the Company's commitment to building a welcoming culture where all team members operate under the highest ethical standards both inside and outside of the Company. The Board fully endorses these principles and believes that alignment to them creates value for shareholders.

  The Grainger Edge®is also foundational to the Company's customer-focused business strategy. This strategy aims to consistently gain share through two distinct business models, positioning Grainger to leverage its scale and supply chain to support customers with a variety of needs.

  The Company aligns its pay for performance compensation philosophy with the Grainger Edge®to help further the Company's strategy and long-term value creation.

  The Board is actively engaged in making the Grainger Edge®a successful foundational framework for the Company and its employees in an effort to consistently serve customers and gain share. The Board understands that top talent is necessary to achieve these goals and supports the Company's commitment to providing employees with resources designed to help them succeed. The Company's culture and principles

  advance the Board's role of attracting, retaining, motivating, and developing top talent across the Company. The Board routinely conducts in-depth reviews of senior leaders and their development. This engagement gives the Board insight into the Company's talent and succession plans.

  The Board believes a culture of legal and ethical behavior is essential to positioning the Company to achieve its goals. Our Business Conduct Guidelines apply to all Directors, officers, and team members and were updated in August 2025. Grainger team members are required to complete Business Conduct Guidelines training and certification.

  Delivering business results and creating a sustainable business that does the right thing has guided the Company for nearly 100 years. The continuing commitment to these objectives is illustrated by the Company's corporate responsibility efforts known as the Grainger Impact Program. The Board believes that a thoughtfully articulated approach to corporate responsibility can help build resilient processes, keep employees more engaged, and enable quicker decision-making. These benefits have positioned us to build a sustainable end-to-end supply chain to continue to serve our customers well. See Corporate Responsibility-The Grainger Impact Program beginning on page 28.

  Collectively, the activities of the Board and its Committees in reviewing strategy, Grainger Impact Program focus areas, culture, talent, and ethical behavior enable the Company to help millions of customers worldwide keep their operations running and their people safe.

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

  Corporate Governance Practices

  The Company has a history of strong corporate governance. A key priority of the Board is to set the "tone at the top." This is reflected in the Board's commitment to governance policies and practices that serve the interests of the Company and its shareholders. Key aspects include:

• 11 of our 12 Director nominees are independent

• Annual election of all Directors

• 100% independent Board Committees

• Majority voting with Director resignation policy

• Proxy access in Grainger's By-laws ("By-laws")

• Shareholders may call special meetings

• No poison pill or shareholder rights plan

• No "overboarded" Directors under the voting guidelines of Institutional Shareholder Services ("ISS")

• Board orientation and education programs

• Active shareholder engagement

• 33% of our Director nominees are women and 25% of our Director nominees are racially diverse

• Skills/demographics matrix regularly reviewed and annually disclosed

• Commitment to Board refreshment-six new Directors since 2020

• Well-defined Director recruitment strategy and process

• Appropriate mix of Director tenures

• Age 72 retirement guideline

  Operating Principles for the Board of Directors

• Robust Director selection process

• Onboarding orientation centered on strategy, competition, financial reporting, governance and risk management

• Annual Board and Committee evaluations and Director self-assessments

• Independent Lead Director, elected annually by and from the independent Directors

• Regular executive sessions, where independent Directors meet without management present to allow for candid discussion of management performance, succession planning, and other sensitive matters

• Active Board oversight of strategy, risk management, corporate culture, and Grainger Impact Program focus areas

• Annual review of Enterprise Risk Management ("ERM") programs

• Committees assist in oversight of risk areas related to Committee responsibilities

• Active role in succession planning and management development

• Business Conduct Guidelines, Equity Award Agreement Clawback Provisions, NYSE-Compliant Clawback Policy, Equity Ownership Requirements, and Prohibition on Hedging/Pledging of Company Stock under the Company's Insider Trading Policy

• "One vote per share" on all matters, including director elections

The Board recognizes that defining its role is an evolving process and has established Operating Principles for the Board of Directors (the "Operating Principles") as a general framework to assist the Board in fulfilling its duties and responsibilities. Each year, the Board reviews and, as appropriate, revises the Operating Principles to address emerging needs and practices. The Operating Principles are available under "Governance" in the Investor Relations section of our website at https://invest.grainger.com.

Our Board of Directors is committed to excellence in its governance practices, including director independence and Board composition. The Board determined that each Director nominee, except Mr. Macpherson, is independent.

The Board has adopted "categorical standards" to assist it in making independence determinations of Director nominees. The categorical standards are intended to help the Board determine, for example, whether certain relationships between nominees and the Company are "material relationships" for purposes of the New York Stock Exchange ("NYSE") independence standards. The categorical standards adopted by the Board have more restrictive thresholds than the NYSE's bright line revenue test for independence. The categorical standards adopted by the Board are set forth in Appendix A to this proxy statement and are also available under "Governance" in the Investor Relations section of our website at https://invest.grainger.com.

The Board considered a variety of factors, including any related party transactions, in assessing the independence of our Directors against the NYSE's independence standards and the Company's categorical standards. The Board also considered ordinary course business transactions and charitable donations by the Company to companies or organizations where a Director serves as an officer and/or a board member. The Board has determined that all of our non-employee Director nominees have no direct or indirect material relationship with the Company within the meaning of the NYSE independence standards and the Company's categorical standards and, accordingly, meet the requirements for "independence" set forth in the NYSE's listing standards.

Grainger's Business Conduct Guidelines require that conflicts of interest in any form be avoided. The Board has adopted written policies and procedures, to be applied by the Board Affairs and Nominating Committee of the Board (the "BANC"), for the review, approval, or ratification of any transactions with related persons. Those policies and procedures apply to any proposed transaction in which Grainger is a participant, the amount involved exceeds $120,000, and any Director, executive officer, or significant shareholder or any immediate family member of such a

person has or will have a direct or indirect material interest. The policy requires that any such proposed transaction be previously reviewed by the BANC to determine, among other things, the benefits of the transaction to Grainger, the availability of other sources of comparable products or services, and whether the terms of the proposed transaction are comparable to those provided to unrelated third parties. The BANC determined that the Company did not engage in any related person transactions from January 1, 2025 through the date of this proxy statement.

In the ordinary course of its operations during January 1, 2025 through the date of this proxy statement, Grainger engaged in various types of transactions with organizations with which Directors are associated in their principal business occupations or otherwise. Specifically, in the ordinary course of its business from January 1, 2025 through the date of this proxy statement, Grainger bought products and/or services from, or sold products and/or services to, companies with which Mses. Jaspon, Miller, Perez, and Slavik Williams and Messrs. Adkins, Davis,

Santi, and White are or were associated as senior executives or otherwise as of December 31, 2025. We believe that such transactions have been conducted on an arm's-length basis and do not represent a material interest to the Directors.

In addition, as part of its overall 2025 charitable contributions program, Grainger made donations to tax-exempt organizations with which one or more Directors serve as officers, Directors or trustees. In no instance did the total amount of the contributions to any charitable organization exceed $33,450 from January 1, 2025 through the date of this proxy statement. Grainger annually matches each Director's charitable contributions on a three-to-one basis up to a maximum Company contribution of $7,500 and provides discounts on product purchases, both on the same basis as provided to U.S. Grainger employees.

We determined that the Board's various experiences and viewpoints benefit us most when they are aligned with our global business needs, and our strong corporate governance practices. As a result of the Board's ongoing refreshment efforts, in recent years, we added Directors with expertise in technology, digital commerce, finance and corporate transactions, workforce diversification and global logistics management. The six Directors added to the Board since 2020-George S. Davis, Katherine D. Jaspon, Christopher J. Klein, Cindy J. Miller, Susan Slavik Williams, and Steven A. White-bring valuable diverse perspectives and experiences to the Board.

The Directors' varied perspectives support our business as a broad line, business-to-business distributor of MRO products and services with 2025 sales of approximately $17.9 billion. The Company operates through its distribution centers, eCommerce platform, contact centers, branches and sales and service representatives with approximately 25,000 employees, 90% of whom are located in North America and 10% in Asia. More than 5,000 primary suppliers worldwide provide the Company with approximately 2 million MRO products and services in our High-Touch Solutions businesses and approximately 13 million and approximately 29 million products offered by Zoro and MonotaRO, respectively, in our Endless Assortment segment. More than 4.6 million customers worldwide rely on the Company.

Director Nominees' Qualifications, Attributes, Skills, and Background Matrix

The following table highlights specific experience, qualifications, attributes, skills, and background information that the Board considered for each Director nominee. A particular Director nominee may possess additional experience, qualifications, attributes or skills, even if not indicated below.

Corporate Governance/Public Company

Experience Human Resources/Compensation Operational/Strategy

CORPGOV

HR

OPS

Experience serving as a public company director;

demonstrated understanding of current corporate governance standards and best practices in public companies

Experience managing a human resources/

compensation function; experience with executive compensation and broad-based incentive planning

Experience developing and implementing operating

plans and business strategy

Digital/eCommerce International Real Estate

DIG

INTL

RE

Experience implementing digital and

omnichannel strategies and/or operating an eCommerce business

Experience overseeing a complex global

organization

Experience overseeing complex real estate matters

that are integral to a business

Business Ethics Public Company/Leadership Risk Assessment & Risk Management

ETHICS

LDRSHP

RISK

Track record of integrity, uncompromising moral

principles and strength of character

"C-Suite" experience with a public company and/or

leadership experience as a division president or functional leader within a complex organization

Experience overseeing complex risk management

matters

Finance/Capital Allocation Supply Chain/Logistics Technology/Cybersecurity

FIN

LOG

TECH

Knowledge of finance or financial reporting;

experience with debt and capital markets transactions and/or mergers and acquisitions ("M&A")

Experience in supply chain management

encompassing the planning and management of all activities involved in sourcing, and procurement, conversion, and all logistics management

Experience implementing technology strategies and

managing/mitigating cybersecurity risks

Government/Public Policy Marketing/Sales & Brand Management

GOV

MKTG

Experience overseeing complex regulatory

matters that are integral to a business

Experience managing a marketing/sales function,

and in increasing the perceived value of a product line or brand over time in the market

The following age, Board tenure, gender, and race/ethnicity information of the Board nominees is as of March 2, 2026:

0-50

51-59

Age

60+

Tenure

0-5 yrs

5-11 yrs

11-15 yrs

16-25+ yrs

Gender

Male

Female

Race/Ethnicity

Hispanic/Latino

African American/

Black

Caucasian/

White

Board Refreshment Process

The Board believes that a fully engaged Board is a strategic asset of the Company, and fresh viewpoints and perspectives are important for informed decision-making. At the same time, the Company believes that year-over-year Director continuity is beneficial to shareholders as Directors develop a deeper understanding of the Company over time.

The Board generally plans for vacancies well before they arise and periodically evaluates whether its Directors collectively have the right mix of experiences, qualifications, attributes, skills, backgrounds, and diverse viewpoints necessary for it to be a good steward for the Company's shareholders.

The results of these evaluations are used to help inform searches for potential Board nominees and to screen Director candidates.

In planning for Board refreshment and Director succession, the BANC periodically considers potential Director candidates. As a result of these ongoing reviews, six new independent Directors have joined the Board since 2020.

The Board has established principles for selecting Directors in the Company's Criteria for Membership on the Board of Directors (the "Criteria"), which are reviewed on a periodic basis. The Criteria list various factors that the BANC should consider in reviewing candidates for the Board. Grainger's Criteria provide that Directors who will be age 72 as of the next annual meeting generally will not be nominated.

Board Tenure

As a group, the average Board tenure of the 2026 nominees for election to the Board is approximately 9 years, with 45% of the non-employee nominees having tenure of five years or less. See Board Qualifications, Attributes, Skills, and Background beginning on page 5 for a matrix reflecting tenure for each nominee.

Board Diversity

In addition to stating the desired relevant business experience, qualifications, attributes, and skills for Directors, the Criteria also enumerate personal characteristics that should be considered, including reputation for ethics and integrity, sound judgment, independent and objective thought, and respect for diverse opinions.

Regarding diversity, the Criteria specify that consideration will be given to candidates without regard to race, color, religion, gender or national origin. To ensure that the Board benefits from diverse perspectives, it seeks qualified nominees from a variety of backgrounds, to ensure that its composition reflects the right balance of skills, qualifications, and attributes.

As set forth in the Operating Principles, all Directors are expected to attend the annual meeting of shareholders, Board, and Committee meetings, and to spend the time needed to properly discharge their duties. All Directors attended the 2025 annual meeting of shareholders (the "2025 Annual Meeting").

In addition, during 2025, no Director attended fewer than 75% of the total number of meetings of the Board and of the Committees on which they served. This strong attendance, in addition to high engagement levels amongst our Directors, underscores that our processes designed to ensure our Directors are not overcommitted remain effective.

The Company's Directors are elected for a one-year term each year at the annual meeting of shareholders. Each nominee will, therefore, serve until the 2027 annual meeting of shareholders (the "2027 Annual Meeting") if elected or until their successors have been elected and qualified. Twelve Director nominees, all current Board members, have been nominated by the Board for election.

Majority voting applies to all Director elections, as required under Illinois law. Under the majority voting standard, Directors are elected by vote of a majority of the shares of the Company's common stock present or represented by proxy and entitled to vote on the matter at the annual meeting. Each share is entitled to one vote.

In addition to "For" votes, shareholders may vote "Against" a Director nominee or elect to "Abstain." A shareholder's abstention on a Director nominee will have the same effect as a vote against the election of that Director nominee. Assuming a quorum is present, broker non-votes will not affect the outcome of the vote. If any of the nominees for Director mentioned below should be unavailable for election, a circumstance that is not expected, the person or persons voting your proxy may exercise discretion to vote for a substitute nominee selected by the Board.

The BANC recommends to the Board candidates for Board membership. Before making any recommendation, the BANC reviews the results of the annual Board evaluation process and its skills matrix in determining the desired skill set for potential new candidates. The BANC then determines the preferred qualities and characteristics for potential Board nominees by periodically evaluating whether the Board members collectively have the right mix of experience, qualifications, attributes, skills, backgrounds, and diverse viewpoints necessary for the Board to be a good steward for the Company's shareholders.

The BANC screens Board candidates based on a number of criteria, including ethical standards, judgment, independence and objectivity, strategic perspective, record of accomplishment, business knowledge and diversity of experience and background applicable to the Company's goals.

The BANC has established a long-standing relationship with a nationally recognized third-party search firm. This firm has assisted the BANC over the years in identifying, evaluating, recruiting and screening potential new Directors that satisfy the Criteria.

In addition to Board candidates identified by the BANC, suggestions as to nominees may be received from the Directors, employees, shareholders, and other parties.

Determine Needed Skills and Experiences

Source Candidate Pool

Review and Recommend Candidates

Select Directors

• Review the Company's business strategy and operations

• Conduct analysis of the Board's collective

  qualifications and background

• Consider Board evaluation results,

  skills matrix, and diversity

• Independent Directors

• Third-party search firm

• Shareholder recommendations

• Unsolicited offers to serve

• Screen qualifications

• Independence and conflict of interest

  reviews

• Meet/interview candidates

• BANC recommends selected candidates for

  Board appointment

• Full Board reviews candidates recommended by BANC

• Select Directors for off-cycle appointment

  or annual meeting nomination

• Since 2020, six new

non-employee Directors

have joined the Board

Any shareholder who would like the BANC to consider a candidate for Board membership should send a letter of recommendation containing the name and address of the proposing shareholder and of the proposed candidate and setting forth the business, professional, and educational background of the proposed candidate, as well as a description of any agreement or relationship between the proposing shareholder and proposed candidate. A written consent of the proposed candidate to be identified as a nominee and to serve as a Director if elected must also be provided. The communication should be sent by mail or other delivery service to the attention of the Office of the Corporate Secretary at the Company's headquarters. See Questions and Answers beginning on page 78 for more information.

In addition, the By-laws, which can be found at https://invest.grainger.com under "Governance Documents," include proxy access rights under which qualified shareholders can submit director nominations for inclusion in our proxy statement.

Pursuant to a letter agreement entered into between the Company and Ms. Slavik Williams, dated April 30, 2025 (the "Letter of Understanding"), the Company has agreed to provide Ms. Slavik Williams with the right to nominate up to one individual for inclusion in the Board's recommended slate of nominees for the election at the Company's annual meeting of shareholders, subject to certain conditions.

The nomination right is effective until the earliest to occur of (i) five years from the date of the Letter of Understanding (subject to an automatic five-year renewal unless timely notice is provided), (ii) the date on which Ms. Slavik Williams ceases to beneficially own at least 5% of the Company's outstanding common stock, or (iii) Ms. Slavik Williams' death. Any nominee must be either Ms. Slavik Williams, her spouse or a member of her immediate or extended family. Each nominee is subject to review and consent by the BANC and must satisfy the Board's director qualification standards and applicable independence requirements.

With respect to any submitted nominee approved by the BANC, the Company has agreed, among other things, to include such nominee in the Company's slate of director nominees and recommend such nominee for election at the applicable annual meeting of shareholders, subject to applicable law and the Board's fiduciary duties. In 2026, pursuant to the Letter of Understanding. Ms. Slavik Williams nominated herself for election at the 2026 Annual Meeting.

PROPOSAL 1:

The nominees have provided the following information about themselves, including their ages as of March 2, 2026, and their relevant background, including experience for at least the past five years. The Company's nominees have varied experience, qualifications, attributes, skills, and backgrounds that assist them in their oversight of the Company.

The Board believes each of the current nominees qualifies for service on the Board. Moreover, each of the current nominees has significant leadership experience in large, multifaceted organizations. This leadership experience includes developing and executing corporate strategy, overseeing operations, and identifying and managing risks in organizations similar in size or complexity to the Company.

The summaries provided below are not comprehensive of each nominee's background, but are provided to describe the primary experience, qualifications, attributes, skills, and background that led the Board to nominate each individual.

Independent Director

President, 3RAM Group LLC; Former Senior Vice President, International Business Machines Corporation

Age: 67

Years on Grainger's Board: 12

Director Since: 2014 Grainger Board Committees: Audit

BANC

Mr. Adkins serves as president of 3RAM Group, LLC and served as a Senior Vice President at International Business Machines Corporation ("IBM"), where he held various senior roles, including heading Corporate Strategy and Systems and Technology. In over 30 years with IBM, he developed a broad range of experience, including extensive experience in emerging technologies, global business operations, product development, and brand management. He also gained significant experience managing and understanding corporate finance, financial statements, and accounting through his many operational roles with IBM. Additionally, Mr. Adkins managed IBM's supply chain and procurement, giving him direct insight into global trade and supply chains, and the role of distributors in those efforts.

Mr. Adkins has extensive experience in corporate governance matters, is a recognized leader in technology and technology strategy, and serves as a director of other publicly traded companies with additional responsibilities, including a board chairmanship and assignments to a compensation committee and an audit committee.

Other Current Public Company Boards

• Avnet, Inc. (Chairman of the Board; Chair, executive committee; corporate governance committee)

• United Parcel Service, Inc. (Chair, risk committee; executive committee; compensation and human capital committee)

  Qualifications, Attributes and Skills

  CORPGOV

  Business and Other Experience

• 3RAM Group LLC (2015-present), a privately held company specializing in capital investments, business consulting services and property management, where Mr. Adkins serves as President

• IBM, a globally integrated technology and consulting company, where Mr. Adkins held numerous development and management roles, including Senior Vice President of Corporate Strategy (2013-2014); Senior Vice President of Systems and Technology Group (2009-2013); Senior Vice President of Development & Manufacturing (2007-2009); and Vice President of Development of IBM Systems and Technology Group (2003-2007)

  ETHICS

  GOV

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  Prior Public Company Boards

• PayPal Holdings, Inc. (2017-June 2025) (audit, risk, and compliance committee; corporate governance and nominating committee)

• PPL Corporation (2014-2019) (audit committee; finance committee)

• Pitney Bowes Inc. (2007-2013) (audit committee; executive compensation committee)

  HR

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

  
  
  George S. Davis

  Independent Director

  Former Interim Chief Executive Officer, Pallidus; Former Executive Vice President and Chief Financial Officer, Intel Corporation

  Age: 68

  Years on Grainger's Board: 3 Director Since: 2023 Grainger Board Committees:

  Chair, Audit (Audit Committee Financial Expert), BANC

  Mr. Davis served as Interim CEO of Pallidus, a provider of silicon carbide technology, from December 2023 through November 2024 in conjunction with his role as a Board member. Previously he served as CFO for three global, public companies for 16 years as part of a career spanning over 40 years and has deep knowledge of the semiconductor industry. From 2019-2022, he served as Executive Vice President, Chief Financial Officer of Intel Corporation, where he headed the global finance organization. Prior to joining Intel, Mr. Davis spent six years as Executive Vice President and Chief Financial Officer at Qualcomm Inc. and seven years in the same role at Applied Materials, Inc. At Applied Materials, he became the CFO after six years with the company where he began as Corporate Vice President and Treasurer, overseeing the treasury and tax organizations. Prior to that he spent 19 years at Atlantic Richfield Company ("ARCO") in roles, including in assistant treasurer positions and later as CFO for ARCO's EMEA business.

  Mr. Davis has expertise in corporate strategy and transformation, capital markets, M&A, information technology, cybersecurity, corporate responsibility and investor and government relations among others. His background includes engaging with boards on strategy, finance, risk management, governance, compensation, and activism. Mr. Davis serves as a trustee for the Old Globe Theater in San Diego and as chairman for the United States arm of A4S (Accounting for Sustainability), a non-profit under the King's Trust, seeking to embed sustainability in organizations' strategy, operations, and reporting.

  Business and Other Experience

• Pallidus (2022-Present): A provider of silicon carbide technology, where Mr. Davis has been a director since 2022 and served as interim CEO from December 2023-November 2024

• Intel Corporation (2019-2022): A leading semiconductor company, where Mr. Davis held the position of Executive Vice President and Chief Financial Officer (2019-2022)

• Qualcomm, Inc. (2013-2019): A wireless technology innovator, where Mr. Davis held the position of Executive Vice President and Chief Financial Officer (2013-2019)

• Applied Materials, Inc. (2000-2013): A semiconductor equipment and solutions provider, where Mr. Davis held the position of Executive Vice President, Chief Financial Officer (2006-2013), Group Vice President, Corporate Business Development (2005-2006), and Corporate Vice President and Treasurer (2000-2005)

  Qualifications, Attributes and Skills

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  Katherine D. Jaspon

  Independent Director

  Chief Financial Officer, Inspire Brands, Inc.

  Age: 49

  Years on Grainger's Board: 5 Director Since: 2021 Grainger Board Committees:

  Audit (Audit Committee Financial Expert), BANC

  Ms. Jaspon serves as Chief Financial Officer of Inspire Brands, Inc., a multi-brand restaurant company whose portfolio includes 33,000+ restaurants worldwide. Ms. Jaspon oversees all accounting and reporting, tax, financial planning and analysis, treasury, and internal audit functions for Inspire and its brands. She is also responsible for managing Inspire's relationships with lending institutions, investors, and the financial community.

  Prior to joining Inspire in December 2020, Ms. Jaspon served as the Chief Financial Officer of Dunkin' Brands Group, Inc., the former parent company of Dunkin' and Baskin-Robbins, where she led all finance-related functions, as well as investor relations since 2017. In this role, she oversaw global financial planning and analysis, accounting, financial reporting, tax, treasury, enterprise risk management, payments, insurance, and demand planning functions. During her 15-year tenure with Dunkin' Brands, Ms. Jaspon led several transactions, including the company's initial public offering and follow-on equity offerings, securitizations and numerous debt transactions, the divestiture of a brand, and the sale of Dunkin' Brands to Inspire. Previously, Ms. Jaspon spent eight years at KPMG LLP as an auditor. She is a certified public accountant. Ms. Jaspon previously served as a member and chair of the audit committee of the board of directors of MOD Pizza LLC and also serves on various non-profit boards.

  Business and Other Experience

• Inspire Brands, Inc. (2020-Present), a multi-brand restaurant company, where she serves as Chief Financial Officer

• Dunkin' Brands Group, Inc. (2005-2020), a quick service restaurant franchisor (Dunkin' Brands), where Ms. Jaspon has held various roles, including Senior Vice President, Chief Financial Officer (2017-present), Vice President, Finance and Treasury (2014-2017), Vice President, Controller and Corporate Treasurer (2010-2014), and Director, Assistant Controller (2005-2010). In December 2020, Inspire Brands acquired Dunkin' Brands

• KPMG LLP (1997-2005), a global audit, tax, and advisory services firm, where Ms. Jaspon held various roles, including Senior Manager

  Qualifications, Attributes and Skills

  HR

  INTL

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

  
  
  Christopher J. Klein

  Independent Director

  Former Executive Chairman and Chief Executive Officer, Fortune Brands Home & Security, Inc.

  Age: 62

  Years on Grainger's Board: 2 Director Since: 2023 Grainger Board Committees:

  Audit (Audit Committee Financial Expert), BANC

  Mr. Klein served as Chief Executive Officer, Fortune Brands Home & Security, Inc. He led the spin-off of the Fortune Brands Home & Security division into its own public company in October 2011. From the initial public offering until his 2020 retirement, the newly public company's revenues doubled and profits increased by 15 times. Prior to joining Fortune Brands, Mr. Klein served in a series of roles in the financial services sector and as a management consultant at McKinsey & Co. advising clients in this sector. He acquired significant experience in corporate strategy, distribution, branding, M&A, and restructuring and developing businesses.

  Mr. Klein has extensive experience in corporate governance matters and serves as a director of other publicly traded companies with additional responsibilities, including chairing at separate companies a nominating / ESG committee and a compensation committee. He also previously served as an executive chairman of the Fortune Brands Home & Security board. Mr. Klein also serves as a life trustee and former Chairman of the Board of Ravinia Music Festival, a board member of the University of Iowa's Center for Advancement and an Emeritus Advisory Board Member to the University of Iowa Tippie School of Business, a Trustee of the Naples Children's Foundation and a board member of the Saint Ann School Foundation.

  Other Current Public Company Boards

• Thor Industries (Chair, nominating / ESG committee, audit committee)

• Vontier Corporation (Chair compensation committee) (Mr. Klein is not standing for

  re-election to the Vontier Corporation board at its next annual meeting of shareholders)

  Qualifications, Attributes and Skills

  Business and Other Experience

• Fortune Brands Home & Security, Inc. (spun out of Fortune Brands in 2011) (2003-2020), a manufacturer of home and securities products, where Mr. Klein joined in 2003 as SVP Strategy / Corporate Development / HR, was named President and CEO Fortune Brands Home Division in 2009, and became CEO of Fortune Brands Home & Security, Inc. upon its public listing in October 2011. Upon his retirement as CEO in January 2020, he became Executive Chairman of the Board through December 2020

• Bank One (2001-2003), a bank now merged with JPMorgan Chase & Co., where as Executive Vice President, Mr. Klein restructured businesses and developed the bank's payments strategy

• McKinsey & Co. (1992-2000), Partner serving financial services organizations across North America

  Prior Public Company Boards

• Fortune Brands Home & Security, Inc. (2011-2020)

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

  
  
  D.G. Macpherson

  Director

  Chairman and Chief Executive Officer, W.W. Grainger, Inc.

  Age: 58

  Years on Grainger's Board: 9

  Director Since: 2016

  Mr. Macpherson has served Grainger in many capacities over his more than 17 years, including developing Company strategy, overseeing the launch of Grainger's U.S. Endless Assortment business, Zoro Tools, Inc., building the Company's supply chain capabilities globally and realigning the U.S. business to create greater value for customers of all sizes. Mr. Macpherson also has extensive experience in strategic planning, development, and execution.

  Mr. Macpherson joined Grainger in 2008 after working closely with Grainger for six years as a partner and managing director at The Boston Consulting Group, a global management consulting firm, where he was a member of the Industrial Goods Leadership Team. Mr. Macpherson currently serves on the Griffin Museum of Science and Industry Board of Trustees and as the Vice Chair of the Civic Committee of the Commercial Club of Chicago.

  Other Current Public Company Boards

• DuPont de Nemours, Inc. (Director) (January 2026)

  Qualifications, Attributes and Skills

  Business and Other Experience

• Chairman of the Board of the Company, a position assumed in October 2017, and Chief Executive Officer of the Company, a position assumed in October 2016, at which time

  Mr. Macpherson was also appointed to the Board of Directors

• Numerous senior management roles at the Company, including Chief Operating Officer (2015-2016); Senior Vice President and Group President, Global Supply Chain and International (2013-2015); Senior Vice President and President, Global Supply Chain and Corporate Strategy (2012-2013); and Senior Vice President, Global Supply Chain (2008-2012)

• The Boston Consulting Group, Partner, and Managing Director (2002-2008)

  Prior Public Company Boards

• International Paper Company (2021-2024)

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

  
  
  Cindy J. Miller

  Independent Director

  Former Director, President and Chief Executive Officer, Stericycle, Inc.

  Age: 63

  Years on Grainger's Board: 2 Director Since: 2024 Grainger Board Committees:

  Compensation Committee of the Board ("CCOB"), BANC

  Ms. Miller served Stericycle, Inc. as a Director from February 2019 and as President and Chief Executive Officer from May 2019 until her retirement in November 2024. Prior to Stericycle, after serving as President and COO since October 2018, Ms. Miller served as President, Global Freight Forwarding for United Parcel Service, Inc. ("UPS"), a multinational package delivery and supply chain management company, from April 2016 to September 2018 and as President of UPS's European region from March 2013 to March 2016.

  Ms. Miller has significant transportation and logistics expertise, and she also has deep knowledge and experience in the healthcare industry, business transformation and change management, operations management, strategy, safety and international business.

  Other Current Public Company Boards

• Allspring Global Fund (Trustee) (January 2026)

  Qualifications, Attributes and Skills

  Business and Other Experience

• Stericycle, Inc. (2018-November 2024): A business-to-business services company and leading provider of compliance-based solutions, including regulated waste management, secure information destruction, and compliance, training where, prior to joining the Board of Directors and becoming President and Chief Executive Officer in May 2019, Ms. Miller joined in 2018 as President and COO

• United Parcel Service, Inc. (1988-2018): A package delivery company and a leading provider of global supply chain management solutions, where she held various roles of increasing responsibility including as President, Global Freight Forwarding; President, Europe Region; Managing Director, UPS UK and Managing Director, UPS South Europe, Middle East and Africa

  Prior Public Company Boards

• Stericycle, Inc. (2019-2024)

• UGI Corporation (2020-2024)

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

  
  
  Neil S. Novich

  Independent Director

  Former Chairman of the Board, President and Chief Executive Officer, Ryerson Inc.

  Age: 71

  Years on Grainger's Board: 27

  Director Since: 1999

  Grainger Board Committees:

  Audit (Audit Committee Financial Expert), BANC

  Mr. Novich served as the Chairman of the Board, President, and Chief Executive Officer of Ryerson Inc., a global public company where he was deeply engaged in its distribution operations on a domestic and international basis, and also on leadership development and human resources functions. He also spent 13 years with a major management consulting firm, where he was a partner and led the firm's Distribution and Logistics Practice. As a result, Mr. Novich has in-depth operational experience in supply chain, distribution and logistics as well as experience in developing strategy across a variety of industries.

  Mr. Novich also has extensive experience in corporate governance matters and served as a director of other publicly traded companies with service on various board committees. As a public company director, he has previously chaired two audit committees and four compensation committees.

  Mr. Novich is a trustee of the Field Museum of Natural History.

  Business and Other Experience

• Endeavor Health (December 2025-present), a community-based, fully integrated health system, where Mr. Novich serves as a member of its regional Board of Directors

• Hillenbrand, Inc. (2010-February 2026) (Chair, audit committee; mergers and acquisitions committee; nominating and corporate governance committee, former Chair, compensation committee)

• Beacon Roofing Supply, Inc. (2012-April 2025) (nominating and governance; audit committee; former Chair, audit committee; former Chair, compensation committee)

• Analog Devices, Inc. (2008-2020) (audit committee; former Chair, compensation committee)

• Ryerson Inc., Chairman of the Board (1999-2007)

• Ryerson, Inc. (1994-2007), a global metal distributor and fabricator, where Mr. Novich joined in 1994 as Chief Operating Officer, was named President and CEO in 1996, and was additionally appointed Chairman in 1999. He remained Chairman and CEO until 2007, when the company was sold

• Bain & Company (1981-1994), an international management consulting firm, where Mr. Novich spent several years as a partner and led the firm's Distribution and Logistics Practice

  Qualifications, Attributes and Skills

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

  
  
  Beatriz R. Perez

  Independent Director

  Executive Vice President and Global Chief Communications, Sustainability & Strategic Partnerships Officer, The Coca-Cola Company

  Age: 56

  Years on Grainger's Board: 9 Director Since: 2017 Grainger Board Committees: Chair,CCOB

  BANC

  Ms. Perez is an Executive Vice President of The Coca-Cola Company, where she leads an integrated team across public affairs and communications, sustainability, and strategic partnerships to support the company's growth model and strategic initiatives. In this role, Ms. Perez aligns a diverse portfolio of work against critical business objectives to support brands, communities, consumers, and partners worldwide. During her tenure of more than two decades at that company, she has held several leadership roles while garnering significant experience in marketing and sustainability programs.

  Ms. Perez also has experience in corporate governance matters and serves as a director of another publicly traded company, with additional responsibilities, including a governance committee assignment. Ms. Perez is a strong advocate for community service, serving on various non-profit boards, including The Coca-Cola Foundation.

  Other Current Public Company Boards

• Primerica, Inc. (corporate governance committee) (Ms. Perez is not standing for

  re-election to the Primerica, Inc. board at its annual meeting of stockholders, scheduled to be held in May 2026)

  CORPGOV

  Qualifications, Attributes and Skills

  Business and Other Experience

• The Coca-Cola Company (1996-present), a global beverage company, where prior to assuming her current position in March 2017, Ms. Perez held several leadership positions including as the company's first Chief Sustainability Officer (2011-2017). Prior to that she held various roles of increasing responsibility at The Coca-Cola Company in the North America Operating Division, including Chief Marketing Officer, Senior Vice President Integrated Marketing, and multiple field operating roles

  DIG

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  FIN

  Prior Public Company Boards

• HSBC North America Holdings, Inc.

  (2007-2014), the HSBC Finance Corporation (2008-2014), and the HSBC Bank Nevada, N.A. (2011-2013)

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

  
  
  E. Scott Santi

  Independent Director

  Non-Executive Chairman, and Former Chief Executive Officer, Illinois Tool Works Inc.

  Age: 64

  Years on Grainger's Board: 16

  Director Since: 2010

  Grainger Board Committees:

  Audit (Audit Committee Financial Expert), Chair, BANC

  Mr. Santi is the Non-Executive Chairman and former Chief Executive Officer of Illinois Tool Works Inc. ("ITW"). In the course of his more than 40 years with ITW, he served in various leadership roles for ITW including serving as the company's CEO from 2012-2023. Mr. Santi has significant experience with acquisitions and divestitures and integrating acquired companies, strategic marketing. global manufacturing, innovation driven growth, international operations, and talent management including compensation policy, leadership development, and succession planning.

  Mr. Santi currently serves as a trustee or director of various civic and nonprofit organizations including the Rush System for Health, Northwestern University, the Art Institute of Chicago, the Lyric Opera of Chicago, and the Chicago Symphony Orchestra Association.

  Other Current Public Company Boards

• Illinois Tool Works Inc. (Non-Executive Chairman of the Board)

  Qualifications, Attributes and Skills

  Business and Other Experience

• ITW (1983-present), a global multi-industry manufacturing leader of engineered components and systems, where Mr. Santi serves as Non-Executive Chairman. He served as ITW's Chief Executive Officer (2012- 2023), and held various senior management roles, including Vice Chairman (2008-2012) and Executive Vice President (2004-2008)

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  Susan Slavik Williams

  Independent Director

  Founder, President, and Manager, Four Palms Ventures; President and Director, The Donald J. Slavik Family Foundation

  Age: 57

  Years on Grainger's Board: 6 Director Since: 2020 Grainger Board Committees: CCOB

  BANC

  Ms. Slavik Williams is a private investor who has been a long-term significant shareholder of the Company as well as an entrepreneur and environmentalist. She has expansive knowledge in investments, financing, and real estate, including as a result of her 30-plus years of service on the board of directors of Mark IV Capital, Inc. She also has a deep understanding of environmental and social matters, working for 29 years as President and member of the board of directors of a foundation focused on wildlife preservation in the United States, Africa, South America, and Asia. Since 2017, Ms. Slavik Williams has served as a member of the board of directors of iSelect Fund, a venture capital investment firm. For 12 years, Ms. Slavik Williams was a director of the Saint Louis Zoo and currently serves on the conservation committee of its strategic planning group. As a longstanding significant shareholder of the Company, she possesses extensive knowledge of the Company's business, organization, and culture.

  Business and Other Experience

• Four Palms Ventures, a venture capital firm founded by Ms. Slavik Williams focused on investing in early stage agtech and other technology companies, where Ms. Slavik Williams serves as President and Manager (2019-present)

• iSelect Fund, a venture capital investment firm, where Ms. Slavik Williams serves on the board (2017-present)

• The Donald J. Slavik Family Foundation, a nonprofit organization supporting programs that preserve wildlife and the environment, where Ms. Slavik Williams presently serves as President and a member of its Board of Directors (1995-present)

• Mark IV Capital, Inc., a private commercial real estate development and investment company, where Ms. Slavik Williams served on its Board of Directors (1989-2025)

• Ernst & Young Consulting (now Capgemini), a global consulting and technology services company, where Ms. Slavik Williams was a Manager (1994-1998)

  Qualifications, Attributes and Skills

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

  
  
  Lucas E. Watson

  Independent Director

  Partner, Archer Venture Capital and Former President, MSG Sphere at Madison Square Garden Entertainment Corp.

  Age: 55

  Years on Grainger's Board: 8 Director Since: 2017 Grainger Board Committees: CCOB

  BANC

  Mr. Watson is a Partner at Archer Venture Capital. Previously he served as President, MSG Sphere at Madison Square Garden Entertainment Corp. where he led the strategy and execution of all business aspects of the Sphere, which opened in Las Vegas in September 2023. Prior to that he served as Senior Vice President, Go To Market, and Chief Marketing Officer and General Manager, at Cruise LLC where he led Cruise's go to market strategy with respect to the company's autonomous vehicle fleet. Before Cruise, he served as Executive Vice President and Chief Marketing and Sales Officer at Intuit, where he led the company's global sales and go to market efforts. Prior to Intuit, Mr. Watson was Vice President for Global Brand Solutions at Google, where he led the company's brand advertising business, working with many of the world's leading companies. Early in his career, Mr. Watson held a variety of marketing and general management roles at Procter & Gamble.

  Business and Other Experience

• Partner, Archer Venture Capital (2023-present), a leading venture capital firm that invests in high growth technology companies. Member of the Board of Directors of Hatch Baby, Inc. which is one of Archer's portfolio investments

• Madison Square Garden Entertainment Corp. (2022-2023), a leader in live entertainment where Mr. Watson served as President, MSG Sphere

• Cruise LLC (2018-2021), an autonomous vehicle and technology company owned by General Motors Company, a global automotive company, where Mr. Watson served as Senior Vice President, Go to Market (2020-2021) and Chief Marketing Officer and General Manager (2018-2020)

• Intuit, Inc. (2016-2018), a global provider of business and financial management solutions, where Mr. Watson served as an Executive Vice President and Chief Marketing and Sales Officer

• Google, Inc. (2011-2016), a global technology company, where Mr. Watson served as Vice President, Global Brand Solutions

  Qualifications, Attributes and Skills

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

  
  
  Steven A. White

  Independent Director

  Former President, Special Counsel to the Chief Executive Officer, Comcast Cable

  Age: 65

  Years on Grainger's Board: 5 Director Since: 2020 Grainger Board Committees: CCOB

  BANC

  Mr. White brings over 30 years of experience in eCommerce, sales, marketing, operations, and general management across multiple industries. In over 22 years at Comcast Corporation, Mr. White served in various senior management roles with significant operating and financial responsibility over a number of states, thousands of employees, millions of customers, and billions of dollars in revenue. In December 2024, Mr. White retired from Comcast as President, Special Counsel to the CEO, Comcast Cable. Mr. White also served for 11 years as President, Comcast West. In that capacity, he was responsible for all Comcast cable operations in 13 states, leading nearly 30,000 employees, serving more than nine million customers, and driving annual revenue of nearly $20 billion. Prior to that, Mr. White was responsible for Comcast's operations in California. Before joining the cable industry, Mr. White held various positions at Colgate-Palmolive, including Marketing Director of Colgate-Palmolive's Toothbrush Products Division.

  Mr. White also has experience in corporate governance matters and serves as a director of one other public company, where he serves on various committees. Mr. White also serves on the board of directors of the Metropolitan Football Stadium District and is a member of the Executive Leadership Council. He is a published author and public speaker.

  Other Current Public Company Boards

• Hormel Food Corporation (governance committee; audit committee)

  Qualifications, Attributes and Skills

  Business and Other Experience

• Comcast Corporation (2022-October 2024): A global media and technology company, where Mr. White held various roles, including President, Comcast West Division (2009-2020), Regional Senior Vice President, Comcast California (2007-2009), and Regional Senior Vice President, Comcast Mid-South Region

  (2002-2007)

• AT&T Broadband, LLC (2000-2002): A leading provider of global telecommunications, media and technology services that merged with Comcast in 2002, where Mr. White was Senior Vice President (2000-2002)

• KeHe Distributors, LLC (January 2026-Present): A major North American distributor of natural, organic, specialty, and fresh foods, where

  Mr. White is a director

  Prior Public Company Boards

• Shaw Communications Inc. (2021-2023) (human resources and compensation committee)

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

  Board and Committee Meetings; Executive Sessions

  Five meetings of the Board were held in 2025. Each Board meeting included at least one executive session, during which only independent Directors were present. In total, 16 Committee meetings were held in 2025. During 15 Committee meetings, Committee members also met in executive session, without management present. At each Board meeting, the Committees report to the full Board on their activities and actions.

  Board Committees & Membership

  Our Board has established three standing committees: the Audit Committee; the Board Affairs and Nominating Committee; and the Compensation Committee (each, a "Committee"). Each Committee has a charter that defines its specific responsibilities. Each charter is reviewed annually, and each Committee then recommends to the Board charter revisions that may be needed to reflect new responsibilities or evolving best practices. As required by each Committee's charter, all members of each Committee must be "independent" Directors. Each Committee has the authority to retain independent advisors to assist it in carrying out its responsibilities.

  The Operating Principles provide for the Board's Committees and the process for selecting Committee leadership. The BANC's recommendations are considered by the Board following each annual meeting of shareholders. The Committee members are appointed by the Board based on recommendations of the BANC. Committee membership as of March 2, 2026 is as follows:

  	Audit Committee	Board Affairs & Nominating Committee	Compensation Committee
  Rodney C. Adkins
  George S. Davis (FE)	C
  Katherine D. Jaspon (FE)
  Christopher J. Klein (FE)
  Cindy J. Miller
  Neil S. Novich (FE)
  Beatriz R. Perez			C
  E. Scott Santi (LD)(FE)		C
  Susan Slavik Williams
  Lucas E. Watson
  Steven A. White

  C Chair ✓ Member LD Lead Director FE Audit Committee Financial Expert as defined under SEC (as defined below) rules

  Copies of each Committee charter are available under "Governance" in the Investor Relations section of our website at https://invest.grainger.com. The Board has delegated certain responsibilities and authority to its standing Committees, as described below.

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

  Audit Committee

  Members

  All Independent

  
  
  

  George S. Davis (Chair) Rodney C. Adkins Katherine D. Jaspon Christopher J. Klein Neil S. Novich

  E. Scott Santi

  Oversees the Company's accounting, financial reporting processes and audits of financial statements and internal controls

The Audit Committee of the Board (the "Audit Committee") met six times in 2025. The Board has determined that each of the members of the Audit Committee is "independent" as defined under U.S. Securities and Exchange Commission (the "SEC") rules and in the NYSE listing standards. The Board has also determined that each of the members of the Audit Committee is financially literate and that five of the six members are an "audit committee financial expert," as that term is defined under SEC rules.

The Audit Committee assists the Board in its oversight responsibility with respect to the following:

• the Company's financial reporting process;

• the Company's systems of internal accounting, financial, and disclosure controls;

• the integrity of the Company's financial statements;

• the Company's compliance with legal and regulatory requirements;

• the Company's ERM systems and processes as to business continuity, cybersecurity, privacy, legal and other risks;

• the qualifications and independence, as well as the appointment, compensation, retention, evaluation, and termination, of the Company's independent auditor, the resolution of disagreements between management and the independent auditor regarding financial reporting, and the selection of the auditor's lead audit partner;

• the performance of the Company's internal audit function and the independent auditor;

• the pre-approval of audit and permissible non-audit services and fees to be provided by the independent auditor; activities and amendments relative to the Company's ERISA plans that involve the investment of funds, subject to coordination with the Compensation Committee where appropriate;

• the establishment of procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters; and

• compliance with the Company's Business Conduct Guidelines, including reviews of potential violations communicated through the Company's confidential reporting channels.

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

  Board Affairs and Nominating Committee

  Members

  All Independent

  
  
  

  E. Scott Santi (Chair) Rodney C. Adkins George S. Davis Katherine D. Jaspon Christopher J. Klein Cindy J. Miller

  Neil S. Novich Beatriz R. Perez

  Susan Slavik Williams Lucas E. Watson Steven A. White

  The BANC met five times in 2025. The Board has determined that each of the members of the BANC is "independent," as defined under the NYSE listing standards.

  The BANC assists the Board in its oversight responsibility as follows:

  Board Composition and Renewal

• makes recommendations to the Board regarding the makeup and size of the Board and the types and functions of its Committees;

• establishes specific written criteria by which Director nominees shall be qualified;

• periodically evaluates whether the Board members collectively have the right mix of experiences, qualifications, attributes, skills, backgrounds, and diverse viewpoints necessary for the Board to be a good steward for the Company's shareholders;

• determines the preferred qualifications and characteristics for potential Board nominees, which are shared with our third-party search firm; and

• identifies and screens potential nominees, consistent with the Criteria.

  Governance

• makes recommendations concerning Director and nominee independence, attendance and performance;

  Oversees the Company's corporate governance practices and senior talent development and succession

• reviews transactions between the Company and related persons;

• evaluates the overall performance of the Board and its Committees on an annual basis;

• oversees corporate governance, including:

  • making initial assessments regarding corporate governance issues or proposals;

  • recommending corporate governance guidelines and conducting annual reviews of the Committee charters, the Operating Principles for the Board, and the Criteria for Membership on the Board;

  • recommending the appointment of the Lead Director;

  • recommending Board Committee responsibilities, Committee Chairs, and members;

  • determining policies regarding rotation of Directors among the Committees;

  • evaluating the Board's corporate governance, including the adequacy of information supplied to the Board;

  • evaluating the Board's performance of its oversight responsibilities;

  • recommending policies applicable to Directors; and

  • overseeing the Company's corporate responsibility, including its environmental sustainability, community impact, governance, the Company's culture, talent strategy, and workplace practices.

    Succession Planning and Management Development

• works with the Compensation Committee to annually review senior management organization, career paths, and succession; and

• leads the annual performance review of management, including the CEO to the extent necessary to supplement the Compensation Committee's review against CEO compensation goals and objectives.

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

  Compensation Committee of the Board

  Members

  All Independent

  
  
  

  Beatriz R. Perez (Chair)

  Cindy J. Miller

  Oversees the Company's compensation philosophy and compensation and human capital policies and programs

Susan Slavik Williams Lucas E. Watson Steven A. White

The Compensation Committee of the Board (the "Compensation Committee") met five times in 2025. The Board has determined that each member of the Compensation Committee is "independent" as defined in the independence requirements for members of compensation committees under SEC rules, the NYSE listing standards, and under the Internal Revenue Code.

The Compensation Committee assists the Board in its oversight responsibility as follows:

• oversees the Company's compensation and benefits to ensure that:

  • the Board appropriately discharges its responsibilities relating to senior management compensation,

  • the Company maintains a market competitive compensation structure designed to attract, motivate, develop, and retain key talent,

  • compensation and benefits policies and practices reflect the highest level of transparency and integrity,

  • compensation is aligned with shareholder value creation and strategic objectives,

  • senior management compensation is linked to Company performance and provides appropriate incentives to increase shareholder value,

  • compensation policies and practices for all employees are designed with appropriate incentives that do not encourage unnecessary or excessive risk taking and are administered in a transparent manner,

  • the interests of shareholders are protected, and

  • equity-based plans and incentive plans are appropriately designed and administered, including review and approval of performance measures applicable to short- and long-term incentive plans;

• reviews and recommends to the Board non-retirement compensation and benefits for independent Directors;

• annually reviews and approves CEO compensation, as follows:

  • reviews and approves corporate goals and objectives relevant to CEO compensation,

  • evaluates CEO performance in light of those corporate financial goals and objectives, with assistance from the Lead Director and the other Board Committees, as appropriate, and

  • together with the other independent Directors, determines and approves, in its sole discretion, the CEO's total compensation based on the above evaluation, in executive session without members of management present;

• reviews and recommends to the Board for approval the compensation paid to Senior Vice Presidents ("SVPs") and Section 16 Officers, including the other Named Executive Officers ("NEOs");

• together with the other independent Directors as directed by the Board, determines, in their sole discretion, the appropriate compensation design and level of CEO compensation in executive session without members of management present;

• approves annual grants of equity-based compensation awards (including, restricted stock units ("RSUs") and performance share units ("PSUs")) to NEOs, other officers and employees under plans approved by shareholders that incorporate clawback provisions;

• may delegate to management limited authority to grant "off-cycle" equity-based compensation awards of RSUs and PSUs to non-officer employees, excluding the CEO and SVPs. Awards under this authority are granted pursuant to terms and conditions approved by the Compensation Committee. Management informs the Compensation Committee of the awarded grants at the Compensation Committee's next meeting. The pool of shares available to management under this delegation is approved annually by the Compensation Committee. The Compensation Committee may terminate this delegation of authority at its discretion;

• retains, terminates, and approves the compensation for an independent compensation consultant who reports directly to the Compensation Committee; determines the independence of such independent compensation consultant; and routinely meets in executive session with the independent compensation consultant, without management present; and

• oversees the Company's programs and policies for human capital management and assists the BANC in its oversight of the Company's programs and policies with respect to employee engagement and leadership effectiveness, and any related ERM reviews.

The Board has strong governance structures and processes in place to ensure the independence of the Board. These structures and processes, which are reflected in the Operating Principles and the Committees' charters, allow for the independent Directors to effectively exercise the Board's authority in overseeing critical matters of strategy, operations, ERM, and financial reporting.

The Board carefully considers its leadership structure and believes that a combined Chairman/CEO position, coupled with an independent Lead Director appointed by the Board, provides effective oversight of management by the Board and results in a high level of management accountability to shareholders. In the Board's view, having D.G. Macpherson serve as both the Chairman and CEO assists in the timely flow of relevant information, which supports effective Board decision-making and provides a useful connection between the Board and management so that Board actions are appropriately and efficiently executed.

In deciding that a combined Chairman and CEO position is the appropriate leadership structure for the Company, the Board also recognized the need for independent leadership and oversight. Having an independent Lead Director actively engaged in planning and oversight is an essential component of effective governance. The Company's Operating Principles require that a Lead Director be annually elected by and from the independent directors. The Lead Director is responsible for ensuring Board involvement in major issues and/or proposals and that the Board is addressing major strategic and operational initiatives. To this end, the Lead Director reviews meeting agendas and information to be provided to the Board, consults with Directors, the CEO and management, and presides at executive sessions of the Board. With the

Lead Director performing these important duties and having the power under the By-laws to call meetings of the Board and to lead such meetings in the Chairman's absence, the Board does not believe that separating the role of the Chairman and CEO would result in strengthening the Company's corporate governance or in creating or enhancing long-term value for our shareholders.

The duties performed exclusively by the independent Directors, either collectively or through Committees comprised solely of independent Directors, include selecting the Chairman and CEO and evaluating his performance and setting his compensation.

The Board's independent Directors elected the current Lead Director, Mr. E. Scott Santi, after the 2025 Annual Meeting. As Lead Director, Mr. Santi oversees the Board's operations and plays an important role in the Board's independent oversight of management, key risks and governance matters. Among the duties assigned to the Lead Director is the responsibility for:

Board Matter Responsibility

Agendas • Soliciting the independent directors for topics to be included in the Board meeting agenda;

• Collaborating with the Chairman in developing and approving Board meeting agendas; and

• Reviewing and approving meeting schedules to ensure that there is sufficient time for discussion of all agenda items.

  Communicating with the Chairman • Regularly communicating with the Chairman between meetings on strategic and operational issues

  and acting as a "sounding board" and advisor.

  Communicating with Directors • Serving as the primary liaison between the Chairman and the independent Directors; and

• Reviewing and approving the types of information sent to the Board.

  Communicating with Shareholders • Being available, as necessary, for consultation and communication with major shareholders on

  behalf of the Board.

  Executive Sessions • Presiding over executive sessions of the independent Directors.

  Board Meetings • Presiding over meetings of the Board at which the Chairman is not present; and

• Calling meetings of the independent Directors, if appropriate, to review and approve the types of information sent to the Board.