RemovedRisk Factors
The 10-K against last year's
91 changes: 5 added, 3 removed, 81 reworded, 2 quiet changes
10-K 0000277135-26-000011 (2026-02-19) vs 10-K 0000277135-25-000010 (2025-02-20)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 398 words changed in this paragraph; it is 48% similar to last year's version.
Twelve Months Ended December 31, 2025 Reported Adjustment(1) Adjusted % Change Reported(3) % Change Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 3,478 $ — $ 3,478 Endless Assortment 740 (10) 730 Other(4) 296 (186) 110 Selling, general and administrative expenses $ 4,514 $ (196) $ 4,318 9.5% 5.2% Earnings High-Touch Solutions N.A. $ 2,354 $ — $ 2,354 Endless Assortment 345 10 355 Other(4) (204) 186 (18) Operating earnings $ 2,495 $ 196 $ 2,691 (5.4)% 1.4% Total other expense – net (65) — (65) Income tax provision(5) (622) — (622) Net earnings $ 1,808 $ 196 $ 2,004 Noncontrolling interest (102) — (102) Net earnings attributable to W.W. Grainger, Inc. $ 1,706 $ 196 $ 1,902 (10.6)% (1.0)% Diluted earnings per share $ 35.40 $ 4.08 $ 39.48 (8.6)% 1.3% Twelve Months Ended December 31, 2024 Reported Adjustment(1) Adjustment(2) Adjusted % Change Reported(2) Reported(3) % Change Adjusted(2) Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 3,356 $ (15) $ 3,341 Endless Assortment 663 — 663 Other(3) Other(4) 102 (1) 101 Selling, general and administrative expenses $ 4,121 $ (16) $ 4,105 4.8% 5.1% Earnings High-Touch Solutions N.A. $ 2,385 $ 15 $ 2,400 Endless Assortment 260 — 260 Other(3) Other(4) (8) 1 (7) Operating earnings $ 2,637 $ 16 $ 2,653 2.8% 2.4% Total other expense – net (53) — (53) Income tax provision(4) provision(5) (595) (4) (599) Net earnings $ 1,989 $ 12 $ 2,001 Noncontrolling interest (80) — (80) Net earnings attributable to W.W. Grainger, Inc. $ 1,909 $ 12 $ 1,921 4.4% 3.8% Diluted earnings per share $ 38.71 $ 0.25 $ 38.96 6.8% 6.2% Twelve Months Ended December 31, 2023 Reported Adjustment(1) Adjusted % Change Reported(2) % Change Adjusted(2) Selling, general (1)Reflects the loss on sale of the Cromwell business and administrative expenses High-Touch Solutions N.A. $ 3,212 $ (26) $ 3,186 Endless Assortment 631 — 631 Other(3) 88 — 88 Selling, general closure of Zoro U.K. announced in the third quarter of 2025 and administrative expenses $ 3,931 $ (26) $ 3,905 8.2% 6.8% Earnings High-Touch Solutions N.A. $ 2,334 $ 26 $ 2,360 Endless Assortment 233 — 233 Other(3) (2) — (2) Operating earnings $ 2,565 $ 26 $ 2,591 15.8% 18.1% Total other expense – net (65) — (65) Income tax provision(5) (597) (4) (601) Net earnings $ 1,903 $ 22 $ 1,925 Noncontrolling interest (74) — (74) Net earnings attributable to W.W. Grainger, Inc. $ 1,829 $ 22 $ 1,851 18.2% 21.2% Diluted earnings per share $ 36.23 $ 0.44 $ 36.67 20.5% 23.6% (1) Reflects completed in the fourth quarter of 2025. (2)Reflects restructuring costs incurred in the second quarter of 2024 and the loss on divestiture of E&R in the fourth quarter of 2023. (2) Compared 2024. (3)Compared to the reported and adjusted results of the prior year period. (3) Grainger's (4)Grainger's businesses reported in Other do not meet the criteria of a reportable segment. (4) Reflects (5)Grainger's reported and adjusted effective tax rates were 25.6% and 23.7% for the twelve months ended December 31, 2025, respectively. The twelve months ended December 31, 2024 reflect a tax benefit related to the restructuring costs incurred in the second quarter of 2024. Grainger's reported and adjusted effective tax rates were 23.0% for the year ended December 31, 2024. (5) Reflects a one-time tax benefit recognized upon the divestiture of E&R in the fourth quarter of 2023. Grainger's reported and adjusted effective tax rates were 23.9% and 23.8%, respectively, for the year ended December 31, 2023.
Source: Item 7, 10-K 0000277135-26-000011 vs Item 7, 10-K 0000277135-25-000010
Risk Factors 100 words changed in this paragraph; it is 63% similar to last year's version.
Techniques used to obtain unauthorized access or to sabotage systems change frequently and may not be recognized until they are launched against a target. Although Grainger has a dedicated Information Security team, Grainger may be unable to anticipate, detect or prevent these techniques or implement effective preventative measures in all circumstances. Security measures and efforts may not be effective in each instance and may be subject to human error or failures. Any breach of Grainger’s security measures or any breach, error or malfeasance by its third-party business partners could cause Grainger to incur significant costs to protect any respond to and remediate such incidents, including implementing additional safeguards and addressing impacts to customers, suppliers, team members and other parties whose information is compromised. Such a breach could also cause Grainger to make changes to its information systems and administrative processes to address security issues. Although Grainger maintains insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cybersecurity risks, depending on the nature, location scope and extent of any event, such insurance coverage may be insufficient to cover all losses.
Source: Item 1A, 10-K 0000277135-26-000011 vs Item 1A, 10-K 0000277135-25-000010
Accounting Policies 66 words changed in this paragraph; it is 61% similar to last year's version.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation, reconciliation and income taxes paid disaggregated by jurisdiction. The Company adopted this ASU effective date is for fiscal years beginning after December 15, 2024, with 31, 2025 on retrospective basis and it did not have material impact on the option to early adopt prior to the effective date and should be applied on prospective basis, but retrospective application is permitted. The Company is evaluating the impact of the requirements on Consolidated Financial Statements. For the related income tax disclosures. reporting disclosure, see Note 12.
Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000277135-26-000011 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000277135-25-000010
Legal Proceedings 59 words changed in this paragraph; it is 31% similar to last year's version.
The Company remains has been engaged in litigation involving KMCO, LLC (KMCO) as previously disclosed. described in previous quarterly and annual reports. The Company continues to contest has settled or resolved all remaining lawsuits pending against the remaining KMCO-related lawsuits and cannot predict the timing, outcome Company. These settlements had no effect on net earnings or any estimate of possible loss or range of losses on the remaining KMCO lawsuits. cash flows.
Source: Item 3, via Note 14 – CONTINGENCIES AND LEGAL MATTERS, 10-K 0000277135-26-000011 vs Item 3, via Note 13 – CONTINGENCIES AND LEGAL MATTERS, 10-K 0000277135-25-000010
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of GWW's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldRewordedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
Cybersecurity threats are rapidly evolving and some of the means for obtaining unauthorized access to information in digital systems and other storage media data are becoming increasingly sophisticated. sophisticated, including through the use of artificial intelligence to enhance social engineering and other techniques.
RewordedRisk Factors
RewordedRisk Factors
Changes in these laws, regulations and standards, or in their interpretation, how they are interpreted, as well as an inability to effectively engage with the officials or regulators responsible for them, could increase the cost of doing business, including, among other factors, as a result of increased investments in technology and the development of new operational processes.
RewordedRisk Factors
Although Grainger performs risk assessments on third parties where Grainger deems it appropriate to learn about evaluate their security program, there is a risk that programs, such assessments may not identify all risks, and the confidentiality of data held or accessed by them may be compromised or their systems may be disrupted or interrupted by threat actors.
RewordedRisk Factors
Changes in customer base and product mix result primarily from business acquisitions and divestitures, changes in customer demand, customer acquisitions, selling and marketing activities, competition and the increased use of eCommerce by Grainger and its competitors.
Show the other 26
RewordedRisk Factors
RewordedRisk Factors
Grainger’s processes and controls for reporting such matters across its operations and supply chain are evolving along with multiple disparate standards for identification, measurement, and reporting Regulatory regulatory disclosure standards are or may become required by the SEC, European and other regulators (including, but not limited to, the EU Corporate Sustainability Reporting Directive, the EU Corporate Sustainability Due Diligence Directive, the and other state of California’s new or federal climate change disclosure requirements, and climate-change disclosure requirements from the SEC that may become effective), and such standards may change over time, which could result in revisions to Grainger’s current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
RewordedRisk Factors
Grainger also has foreign currency exposure to the extent receipts and expenditures are not denominated in a subsidiary’s functional currency and that could have an impact on sales, costs and cash flows. currency.
RewordedRisk Factors
RewordedRisk Factors
These factors, many of which are outside of Grainger’s control, could cause stock price volatility in securities prices and trading volume volatility or volume, including Grainger’s stock price price, to decline.
Quiet changesRisk Factors
These programs could can be challenging to implement and costly to maintain, and Grainger’s actual or perceived failure to achieve its goals or uphold its commitments could adversely affect its reputation, business, and financial performance.
Quiet changesRisk Factors
Cybersecurity incidents can may also include team member failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient.
AddedMD&A
The global economy continues to experience elevated levels of volatility and uncertainty, including within the commodity, labor, and transportation markets, driven by a combination of geopolitical developments and macroeconomic factors that can influence demand, cost and execution risk. These dynamics, together with recent changes in U.S. and foreign tariff and trade policies, continue to drive intermittent disruptions in global capital markets and supply chains. These developments may impact the Company’s operations, business, financial condition, and results of operations.
AddedMD&A
The Company is actively monitoring economic conditions in the U.S. and key international markets, including the continued uncertainty regarding evolving tariff and trade policies, changes in interest rates, foreign currency exchange rate fluctuations, inflationary pressures, and the risk of a global or regional economic recession. Although the precise timing and magnitude of these factors remains uncertain, the Company believes its strategy is well positioned to navigate a range of outcomes. The Company continues to evaluate the impact of evolving tariff and trade policies, including potential changes in product sourcing strategies, cost management and customer pricing, and has implemented various strategies designed to mitigate certain adverse effects of changing inflationary conditions and challenges in our supply chain, while striving to maintain market price competitiveness.
AddedMD&A
Historically, the Company's broad and diverse customer base and the generally nondiscretionary nature of its products have provided a degree of resilience during periods of economic contraction in the industrial MRO market. The full extent and impact of ongoing macroeconomic conditions, including recent, unprecedented tariff-related developments and shifting government budget policies and priorities at the municipal, state, and national levels,
AddedMD&A
remains uncertain and cannot be predicted at this time, but may impact the Company’s operations, business, financial condition and results of operations.
AddedMD&A
In 2025, Grainger performed an assessment of its businesses in the United Kingdom (U.K.) and made the decision to exit the U.K. market in order to concentrate efforts where it can deliver the greatest long-term impact. On December 17, 2025, Grainger completed the divestiture of the Cromwell business. The Company recorded a loss of $186 million in SG&A expenses related to the sale. There was no tax benefit as a result of this loss. Additionally, the Company completed the closure of Zoro U.K. in its Endless Assortment segment during the fourth quarter of 2025. Expenses related to the closure of $10 million were also recorded in SG&A expenses. There was no tax benefit as a result of the recognition of these expenses. The Company does not expect the exit from the U.K. market to have a
RemovedMD&A
RemovedMD&A
RewordedMD&A
Twelve Months Ended December 31, 2024 2025 Reported Adjustment(1) Adjusted % Change Reported(2) Reported(3) % Change Adjusted(2) Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 3,356 3,478 $ (15) — $ 3,341 3,478 Endless Assortment 663 — 663 Other(3) 102 (1) 101 740 (10) 730 Other(4) 296 (186) 110 Selling, general and administrative expenses $ 4,121 4,514 $ (16) (196) $ 4,105 4.8% 5.1% 4,318 9.5% 5.2% Earnings High-Touch Solutions N.A. $ 2,385 2,354 $ 15 — $ 2,400 2,354 Endless Assortment 260 — 260 Other(3) (8) 1 (7) 345 10 355 Other(4) (204) 186 (18) Operating earnings $ 2,637 2,495 $ 16 196 $ 2,653 2.8% 2.4% 2,691 (5.4)% 1.4% Total other expense – net (53) (65) — (53) (65) Income tax provision(4) (595) (4) (599) provision(5) (622) — (622) Net earnings $ 1,989 1,808 $ 12 196 $ 2,001 2,004 Noncontrolling interest (80) (102) — (80) (102) Net earnings attributable to W.W.
RewordedMD&A
Grainger, Inc. $ 1,706 $ 196 $ 1,902 (10.6)% (1.0)% Diluted earnings per share $ 35.40 $ 4.08 $ 39.48 (8.6)% 1.3% Twelve Months Ended December 31, 2024 Reported Adjustment(1) Adjustment(2) Adjusted % Change Reported(2) Reported(3) % Change Adjusted(2) Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 3,356 $ (15) $ 3,341 Endless Assortment 663 — 663 Other(3) Other(4) 102 (1) 101 Selling, general and administrative expenses $ 4,121 $ (16) $ 4,105 4.8% 5.1% Earnings High-Touch Solutions N.A. $ 2,385 $ 15 $ 2,400 Endless Assortment 260 — 260 Other(3) Other(4) (8) 1 (7) Operating earnings $ 2,637 $ 16 $ 2,653 2.8% 2.4% Total other expense – net (53) — (53) Income tax provision(4) provision(5) (595) (4) (599) Net earnings $ 1,989 $ 12 $ 2,001 Noncontrolling interest (80) — (80) Net earnings attributable to W.W.
RewordedMD&A
The decrease increase in cash used in financing activities was primarily due to the issuance repayment of long-term debt, which includes the 1.85% Senior Notes in the amount of $500 million in unsecured senior notes partially offset by higher treasury stock repurchases in 2024. 2025.
RewordedMD&A
Net sales of $3,134 $3,625 million for the year ended December 31, 2024 2025 increased $218 $491 million, or 7%, and which represents a 16% increase on a daily reported and daily, organic constant currency basis, increased 12% basis compared to the same period in 2023. 2024.
RewordedMD&A
Net sales of $17,168 $17,942 million for the year ended December 31, 2024 2025 increased $690 $774 million, or 4%, and which represents a 5% increase on a reported and daily, organic constant currency basis, net sales increased 5% basis compared to the same period in 2023. 2024.
RewordedMD&A
Operating earnings of $2,385 $2,354 million for the year ended December 31, 2024 increased $51 2025 decreased $31 million, or 2%, and adjusted operating earnings of $2,400 million increased $40 million, or 2% 1%, compared to the same period in 2023. 2024.
RewordedMD&A
Adjusted SG&A of $4,105 $4,318 million increased $200 $213 million, or 5%, compared due to the same period in 2023 driven by higher marketing and payroll and benefit expenses. benefits and marketing expenses in 2025.
RewordedMD&A
RewordedMD&A
RewordedMD&A
Net sales of $13,720 $13,993 million for the year ended December 31, 2024 2025 increased $453 $273 million, or 2%, and on a daily constant currency basis increased 3% compared to the same period in 2023. 2024.
RewordedMD&A
Gross profit of $6,758 $7,009 million for the year ended December 31, 2024 2025 increased $262 $251 million, or 4%, and gross profit margin of 39.4% was flat 39.1% decreased 30 basis points compared to the same period in 2023. 2024.
RewordedMD&A
Gross profit of $923 $1,085 million for the year ended December 31, 2024 2025 increased $59 $162 million, or 7%, 18%, and gross profit margin of 29.5% decreased 10 29.9% increased 40 basis points compared to the same period in 2023. 2024.