GRAYBAR ELECTRIC CO INC Filed Primary

What the company does

Graybar Electric Company, Inc., a New York corporation headquartered in St. Louis, Missouri, is offering Common Stock and related Voting Trust Interests to its eligible employees and qualified retirees under the second annual offering pursuant to its Three-Year Common Stock Purchase Plan adopted in June 2025. As of June 30, 2026, approximately 68% of the presently outstanding Common Stock was held in the 2026 Voting Trust. The Company has, since 1929, been an employee-owned company following the acquisition of its Common Stock by its then employees from Western Electric Company, Incorporated, and no public market exists or is expected to develop for the Common Stock or Voting Trust Interests.

Use of proceeds

If fully subscribed, the net proceeds of this offering, after the deduction of estimated expenses, would be approximately $49,850,000. The Company intends to add all of the net proceeds from this offering to its working capital, in part to replenish amounts that have been used to purchase Common Stock pursuant to its purchase option, and may apply such proceeds to the repayment of short-term indebtedness incurred for working capital purposes, with any remainder placed in general funds or invested in short-term securities.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from S-1 0000205402-26-000041, filed Aug 31, 2026 and verified against that filing text.

Key risk factors

• No public trading market for Common Stock

  “No holder of our Common Stock (or Voting Trust Interests representing our Common Stock) may sell, transfer or otherwise dispose of shares (or the Voting Trust Interests) without first offering Graybar the option to purchase them at the price at which they were issued, $20.00 per share.”

• Limited appreciation potential

  “The purchase price for our Common Stock (or Voting Trust Interest representing our Common Stock) under the Company’s option to purchase is the same as the offer price, $20.00 per share.”

• Dividend dependence and discretion

  “the value of our Common Stock is derived primarily from the payment of cash dividends.”

• Voting Trust and anti-takeover provisions may deter change in control

  “The Voting Trust and the purchase option described above, as well as the potential issuance of Delegated Authority Preferred described below, could have the effect of delaying or preventing a change in control of the Company or discouraging an attempt by a third party to acquire control of the Company by tender offer or other means.”