GWW: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 31, 2026, Deidra C. Merriwether, the current Senior Vice President and Chief Financial Officer of W.W. Grainger, Inc. (the “Company”), notified the Board of Directors (“Board”) of the Company that she has made the personal decision to resign as Senior Vice President and Chief Financial Officer of the Company to pursue another opportunity, effective September 4, 2026. Ms. Merriwether’s resignation is not due to any disagreement with respect to the Company’s operations, financial statements, internal controls, policies or practices, or the Company’s independent auditors. On July 31, 2026, the Board appointed Laurie R. Thomson to serve as interim Chief Financial Officer (“CFO”) of the Company, effective September 5, 2026, and she will continue to serve as Vice President, Controller of the Company. The Company will begin a search process for the next CFO immediately. Ms. Thomson, age 53, has served as Vice President, Controller and principal accounting officer of the Company since May 2021. Prior to that, Ms. Thomson served as Vice President, Internal Audit and Finance Continuous Improvement from November 2019 to April 2021, Vice President, Internal Audit from October 2016 to November 2019, Senior Director, Finance from June 2011 to September 2016, and Director, Internal Audit from February 2008 to June 2011. Prior to joining the Company, Ms. Thomson served as Director, Internal Audit at CVS Health Corporation, a pharmacy healthcare provider, and as an Audit Manager at Arthur Andersen LLP, a former professional services firm. Ms. Thomson is a certified public accountant. In connection with Ms. Thomson’s appoint