W.W. Grainger, Inc S-3ASR, filed May 7, 2026

W.W. Grainger, Inc. (GWW)

S-3ASR 2026-05-07

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Added on October 28, 2026

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	Illinois			36-1150280
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐

	ABOUT THIS PROSPECTUS					2
	ABOUT THE REGISTRANT					3
	RISK FACTORS					3
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					4
	WHERE YOU CAN FIND MORE INFORMATION					5
	INCORPORATION BY REFERENCE					5
	USE OF PROCEEDS					6
	DESCRIPTION OF OUR DEBT SECURITIES					6
	PLAN OF DISTRIBUTION					14
	EXPERTS					14
	LEGAL MATTERS					14

	Amount to be Paid
SEC Registration fee
Printing		(1)
Legal fees and expenses		*
Trustee’s fees and expenses		*
Accounting fees and expenses		*
Miscellaneous		*
TOTAL		*

	1.1*			Underwriting Agreement relating to debt securities issued by the registrant.
	4.1			Restated Articles of Incorporation of W.W. Grainger, Inc., as Amended, incorporated by reference to Exhibit 3.1 to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q dated May 7, 2026.
	4.2			By-laws of W.W. Grainger, Inc., incorporated by reference to Exhibit 3.2 to W.W. Grainger, Inc.’s Annual Report on Form 10-K dated February 19, 2026.
	4.3			Indenture, dated as of June 11, 2015, between W.W. Grainger, Inc. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated June 11, 2015.
	4.4			First Supplemental Indenture, dated as of June 11, 2015, between W.W. Grainger, Inc. and U.S. Bank National Association, as trustee, and Form of 4.60% Senior Notes due 2045, incorporated by reference to Exhibit 4.2 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated June 11, 2015.
	4.5			Second Supplemental Indenture, dated as of May 16, 2016, between W.W. Grainger, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 16, 2016.
	4.6			Third Supplemental Indenture, dated as of May 22, 2017, between W.W. Grainger, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 22, 2017.
	4.7			Form of 3.75% Senior Notes due 2046 (included in Exhibit 4.5), incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 16, 2016.
	4.8			Form of 4.20% Senior Notes due 2047 (included in Exhibit 4.6), incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 22, 2017.
	4.9			Fifth Supplemental Indenture, dated as of September 12, 2024, by and between W.W. Grainger, Inc. and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note), incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
	4.10*			Form of Debt Securities.
	5.1**			Opinion of Jones Day.
	23.1**			Consent of Ernst & Young LLP.
	23.2**			Consent of Jones Day (included in Exhibit 5.1).

	24.1**			Power of Attorney (included on the signature page attached hereto).
	25.1**			Statement of Eligibility on Form T-l under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association.
	107**			Filing Fee Table.

Signature	Title	Date
/s/ D.G. Macpherson D.G. Macpherson	Chairman of the Board and Chief Executive Officer, Director (Principal Executive Officer)	May 7, 2026
/s/ Deidra C. Merriwether Deidra C. Merriwether	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	May 7, 2026
/s/ Laurie R. Thomson Laurie R. Thomson	Vice President and Controller (Principal Accounting Officer)	May 7, 2026
/s/ Rodney C. Adkins Rodney C. Adkins	Director	May 7, 2026
/s/ George S. Davis George S. Davis	Director	May 7, 2026
/s/ Katherine D. Jaspon Katherine D. Jaspon	Director	May 7, 2026

N/A	91-1821036
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)

200 South 6^th Street Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Illinois	36-1150280
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 Grainger Parkway Lake Forest, Illinois	60045-5201
(Address of Principal Executive Offices)	(Zip Code)

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewajs
Robert D. Sznewajs

/s/ Dwight V. Board
Dwight V. Board

/s/ P. K. Chatterjee
P. K. Chatterjee

/s/ Robert Lane
Robert Lane

	3/31/2026
Assets
Cash and Balances Due From Depository Institutions	$	2,159,991
Securities		4683
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		534
Intangible Assets		573596
Other Assets		160011
Total Assets	$	2,898,815

Liabilities
Deposits		0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		221704
Total Liabilities	$	221,704

Equity
Common and Preferred Stock		200
Surplus		1171635
Undivided Profits		1505276
Minority Interest in Subsidiaries		0
Total Equity Capital	$	2,677,111

Total Liabilities and Equity Capital	$	2,898,815

	Very truly yours,

	/s/ Jones Day

	By:	/s/ Linda Garcia
		Linda Garcia
		Vice President