Every material Form 8-K W. W. Grainger has filed with the SEC since October 26, 2023, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
W.W. Grainger, Inc. reported third quarter 2026 net sales of $5.2 billion and adjusted diluted earnings per share of $12.54, reflecting steady performance across both of its operating segments. Driven by these results, the company raised its full-year 2026 financial guidance, including an updated adjusted diluted EPS range of $47.00 to $48.00.
Third quarter sales reached $5.2 billion, up 11.3% on a reported basis and 14.9% on a daily, organic constant currency basis compared to the third quarter of 2025.
Adjusted diluted earnings per share grew 22.8% to $12.54 for the quarter ended September 30, 2026.
The company updated its full-year 2026 net sales guidance to a range of $19.8 billion to $20.0 billion.
Operating cash flow for the quarter was $661 million, with $396 million returned to shareholders through dividends and share repurchases.
Grainger reported second-quarter 2026 sales of $5.0 billion, up 10.3%, and diluted EPS of $12.01, up 20.5% from a year earlier. The company raised its full-year 2026 guidance, including a diluted adjusted EPS range of $45.50 to $47.25, up from $44.25 to $46.25 previously. Results include IEEPA tariff refunds that reduced cost of goods sold by $43 million.
Q2 2026 net sales were $5.0 billion, up 10.3%; daily, organic constant currency sales rose 13.7%
Diluted EPS was $12.01 versus $9.97 in Q2 2025; operating margin was 16.1%, up 120 basis points
Full-year 2026 diluted adjusted EPS guidance raised to $45.50-$47.25 from $44.25-$46.25 (as of May 7, 2026)
Returned $341 million to shareholders through dividends and share repurchases; free cash flow was $333 million
Grainger's Senior Vice President and Chief Financial Officer, Deidra C. Merriwether, resigned to pursue another opportunity, effective September 4, 2026. The company said the resignation is not due to any disagreement over operations, financial statements, internal controls, policies or its independent auditors. Vice President and Controller Laurie R. Thomson will serve as interim CFO from September 5, 2026, while the company begins a search for a permanent CFO.
Deidra C. Merriwether resigns as SVP and CFO effective September 4, 2026, to pursue another opportunity; the filing cites no disagreement with the company
Laurie R. Thomson, age 53, named interim CFO effective September 5, 2026, and will continue as Vice President, Controller
Thomson's base salary rises from $455,271 to $500,000; she gets a one-time restricted stock unit award on October 1, 2026 with an approximate grant value of $750,000
The award vests in three equal installments on October 1, 2027, 2028 and 2029; the company will begin searching for the next CFO immediately
Grainger reported first-quarter 2026 sales of $4.7 billion, up 10.1%, and diluted EPS of $11.65, up 18.2% from a year earlier. The company raised its full-year 2026 guidance, including diluted adjusted EPS of $44.25 to $46.25, up from $42.25 to $44.75, and announced a 10% quarterly dividend increase.
Q1 2026 sales were $4.7 billion, up 10.1%, or 12.2% on a daily, organic constant currency basis
Diluted EPS was $11.65, up 18.2%, and operating margin was 16.7%, up 110 basis points
Updated 2026 diluted adjusted EPS guidance is $44.25 to $46.25, versus the prior $42.25 to $44.75
Quarterly dividend increased 10%; first-quarter operating cash flow was $739 million
Grainger reported fourth-quarter and full-year 2025 results on February 3, 2026. Sales grew, but operating margin and diluted EPS declined, and reported full-year EPS fell 8.6% after a $196 million loss tied to its exit from the U.K. market. The company also issued 2026 guidance calling for net sales of $18.7 billion to $19.1 billion and adjusted diluted EPS of $42.25 to $44.75.
Q4 2025 net sales were $4.4 billion, up 4.5%, while operating margin was 14.3%, down 70 basis points.
Q4 2025 diluted EPS was $9.44, down 2.8%. Full-year 2025 diluted EPS was $35.40 reported (down 8.6%) and $39.48 adjusted (up 1.3%).
Full-year 2025 free cash flow was $1.3 billion, and the company returned $1.5 billion to shareholders through dividends and share repurchases.
2026 guidance includes net sales of $18.7 billion to $19.1 billion, adjusted diluted EPS of $42.25 to $44.75, and a share buyback of $0.95 billion to $1.05 billion.
Grainger reported third-quarter 2025 net sales of $4.7 billion, up 6.1%, and narrowed its full-year 2025 adjusted diluted EPS range to $39.00 to $39.75. Reported diluted EPS fell 38.0% to $6.12 because of a $196 million asset impairment loss and other expenses tied to the company's intended exit from the U.K. market, including the planned divestiture of Cromwell. Adjusted diluted EPS rose 3.4% to $10.21, so shareholders face a mixed picture of stronger sales and adjusted earnings against a sharp drop in reported profit.
Q3 2025 net sales were $4.7 billion, up 6.1%, or 5.4% on a daily, constant currency basis
Reported diluted EPS was $6.12, down 38.0%; adjusted diluted EPS was $10.21, up 3.4%
Reported operating margin was 11.0%, down 460 basis points; adjusted operating margin was 15.2%, down 40 basis points
Updated 2025 adjusted diluted EPS guidance is $39.00 to $39.75, narrowed from $38.50 to $40.25 as of August 1, 2025
Grainger reported second-quarter 2025 sales of $4.6 billion, up 5.6%, and diluted EPS of $9.97, up 4.8% on a reported basis, while its operating margin fell 20 basis points to 14.9%. The company lowered its full-year 2025 adjusted diluted EPS guidance to $38.50-$40.25 from $39.00-$41.50, citing tariff-related headwinds, which matters to shareholders because it reduces the earnings outlook even as the quarter's top-line and per-share results grew.
Q2 2025 net sales were $4.6 billion, up 5.6% (5.1% on a daily, constant currency basis).
Diluted EPS was $9.97, up 4.8% reported and 2.2% adjusted; the company said the increase was driven primarily by fewer shares outstanding.
Full-year 2025 adjusted diluted EPS guidance was lowered to $38.50-$40.25 from $39.00-$41.50 as of May 1, 2025.
Operating cash flow was $377 million, and the company returned $336 million to shareholders through dividends and share repurchases.
Grainger reported first-quarter 2025 sales of $4.3 billion, up 1.7%, and diluted EPS of $9.86, up 2.5% from a year earlier, while operating margin fell 20 basis points to 15.6%. The company reaffirmed its full-year 2025 guidance and announced a 10% quarterly dividend increase, and it returned $380 million to shareholders through dividends and share repurchases in the quarter.
Net sales were $4,306 million, up 1.7%; daily, constant currency sales rose 4.4%
Diluted EPS was $9.86 versus $9.62, with the company citing fewer shares outstanding as the main driver
Operating margin was 15.6%, down from 15.8%; operating cash flow was $646 million and free cash flow $521 million
Full-year 2025 guidance was reaffirmed, including net sales of $17.6 to $18.1 billion and diluted EPS of $39.00 to $41.50
Grainger reported fourth-quarter 2024 sales of $4.2 billion, up 5.9%, and reported diluted EPS of $9.71, up 23.1%. For full-year 2024, sales rose 4.2% to $17.2 billion and reported diluted EPS rose 6.8% to $38.71, while reported operating margin fell 20 basis points to 15.4%. The company also issued 2025 guidance calling for net sales of $17.6 billion to $18.1 billion and diluted EPS of $39.00 to $41.50.
Q4 2024 net sales of $4,233 million rose 5.9%; reported operating margin was 15.0%, up 110 basis points.
FY 2024 reported diluted EPS of $38.71 rose 6.8%; FY 2024 operating cash flow was $2.1 billion.
2025 guidance: net sales of $17.6 billion to $18.1 billion, adjusted diluted EPS of $39.00 to $41.50, and share buybacks of $1.15 billion to $1.25 billion.
The company returned $1.6 billion to shareholders through dividends and share repurchases in 2024.
Grainger reported third-quarter 2024 sales of $4.4 billion, up 4.3%, and diluted EPS of $9.87, up 4.7% from a year earlier. The company narrowed its 2024 guidance, setting adjusted diluted EPS at $38.65 to $39.35, compared with the prior range of $38.00 to $39.50 given as of August 1, 2024. Operating margin fell 30 basis points to 15.6%.
Q3 2024 net sales were $4,388 million, up 4.3%; daily, organic constant currency sales rose 4.0%
Q3 2024 operating margin was 15.6%, down 30 basis points from 15.9% in Q3 2023
Adjusted diluted EPS guidance for 2024 narrowed to $38.65 to $39.35 as of October 31, 2024
Q3 operating cash flow was $611 million and the company returned $328 million to shareholders through dividends and buybacks
W.W. Grainger announced on August 26, 2024 that Matthew E. Fortin, its Senior Vice President and Chief Human Resources Officer, is no longer with the company, effective August 23, 2024. The filing does not give a reason for the departure or name a successor, and it describes no financial effect.
Matthew E. Fortin, Senior Vice President and Chief Human Resources Officer, is no longer with the company.
The departure is effective August 23, 2024; the company announced it on August 26, 2024.
The filing does not state a reason for the departure or name a replacement.
Grainger reported second-quarter 2024 net sales of $4.3 billion, up 3.1%, and reported diluted EPS of $9.51, up 2.5%. The company narrowed its 2024 outlook, lowering the top of its net sales range to $17.0 to $17.3 billion from $17.2 to $17.7 billion and the top of its adjusted diluted EPS range to $39.50 from $40.50.
Q2 2024 reported operating margin was 15.1%, down 70 basis points; adjusted diluted EPS was $9.76, up 5.2%.
Updated 2024 adjusted diluted EPS guidance is $38.00 to $39.50, versus the prior $38.00 to $40.50.
Updated 2024 net sales guidance is $17.0 to $17.3 billion, versus the prior $17.2 to $17.7 billion.
Q2 operating cash flow was $411 million; the company returned $345 million to shareholders through dividends and share repurchases.
W.W. Grainger reported first-quarter 2024 sales of $4.2 billion, up 3.5%, and diluted EPS of $9.62, up 0.1%. Operating earnings fell 1.6% to $669 million and operating margin declined 80 basis points to 15.8%. The company reaffirmed its full-year 2024 guidance ranges and announced a 10% dividend increase.
Net sales were $4,235 million, up 3.5% from $4,091 million in Q1 2023; daily, organic constant currency sales rose 4.9%.
Operating earnings were $669 million, down 1.6%; net earnings attributable to Grainger were $478 million, down 2.0%.
Operating cash flow was $661 million and free cash flow was $542 million; $360 million was returned to shareholders through dividends and share repurchases.
FY 2024 guidance reaffirmed, including net sales of $17.2 - $17.7 billion and diluted EPS of $38.00 - $40.50; dividend raised 10% and repurchase authorization refreshed for up to 5 million shares.
Grainger reported fourth-quarter 2023 sales of $4.0 billion, up 5.1%, and reported diluted EPS of $7.89, up 4.7%. Excluding a loss on the divestiture of E & R Industrial Sales, adjusted diluted EPS was $8.33, up 16.7%. The company also issued 2024 guidance, including net sales of $17.2 billion to $17.7 billion and diluted EPS of $38.00 to $40.50.
Q4 2023 reported operating margin was 13.9%, down 40 basis points; adjusted operating margin was 14.6%, up 80 basis points
Full-year 2023 sales were $16.5 billion, up 8.2%, and reported diluted EPS was $36.23, up 20.5%
2024 guidance projects net sales of $17.2 billion to $17.7 billion and diluted EPS of $38.00 to $40.50 on an adjusted basis
Q4 2023 free cash flow was $477 million; the company returned $437 million to shareholders through dividends and buybacks in the quarter
W.W. Grainger reported third-quarter 2023 results with net sales of $4.2 billion, up 6.7%, and diluted EPS of $9.43, up 14.1% from a year earlier. The company also narrowed its full-year 2023 guidance, with diluted EPS now expected at $36.00 to $36.60, compared with the prior range of $35.00 to $36.75.
Q3 2023 net sales were $4,208 million, up 6.7%, or 8.7% on a daily, constant currency basis
Operating earnings were $667 million, up 10.7%, with operating margin of 15.9%, up 60 basis points
Full-year 2023 diluted EPS guidance narrowed to $36.00 to $36.60 from $35.00 to $36.75; net sales guidance narrowed to $16.4 billion to $16.6 billion from $16.4 billion to $16.8 billion
Q3 operating cash flow was $523 million; $287 million was returned to shareholders through dividends and share repurchases
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