W.w. Grainger (GWW) risk factors, FY2025 10-K

W.w. Grainger's FY2025 10-K, filed Feb 19, 2026, lists 26 risk factors in 4 groups. Against the prior year's 24: 2 new, 6 substantially reworded.

Risk factors listed
264 groups
New this year
2vs 24 last year
Dropped
0since the prior 10-K
Substantially reworded
6of those kept
Section length
8k wordsItem 1A

What the changes say

  • Grainger newly highlights GPO contract risk, new-product execution, Grainger-branded product liability, and insurance limitations.
  • Workforce risks now emphasize wages, benefits, turnover, immigration policy, and succession for executives and key team members.
  • The corporate-responsibility risk now centers on the Grainger Impact Program and its waste, carbon, safety, and workplace objectives.
  • Online-payment fraud examples expanded, while cybersecurity disclosures became less detailed about increasingly sophisticated access methods.

What changed since the prior 10-K

New

  • NewIndustry and Market Risks

    customer acquisitions, selling and marketing activities, competition and the increased use of eCommerce by Grainger and its competitors

    GPO pricing contracts, new-product execution, and Grainger-branded product claims could hurt sales, competitiveness, or expose Grainger to uninsured losses.

  • NewOperational Risks

    depends on Grainger's ability to build and maintain a workplace culture that enables all team members to have the opportunity for a fulfilling and meaningful career

    Higher wages and benefits, talent shortages, turnover, immigration-policy changes, and failed succession planning could impair operations and financial condition.

Reworded

  • 87% rewrittenIndustry and Market Risks

    Changes in customer base or product mix could cause changes in Grainger’s revenue or gross margin, or affect Grainger’s competitive position

    The risk no longer details GPO contracts, customer acquisitions, or eCommerce-driven mix changes; those exposures appear in risk 8.

  • 58% rewrittenOperational Risks

    In order to compete, Grainger must attract, train, motivate, develop and retain executive leaders and key team members, and the failure to do so could have an adverse effect on results of operations and financial condition

    The talent discussion now specifically includes data science positions but otherwise retains the prior competition, wage, and labor-cost concerns.

    Was: In order to compete, Grainger must attract, train, motivate, develop and retain key team members, and the failure to do so could have an adverse effect on results of operations

  • 36% rewrittenTechnology Risks

    Cybersecurity threats and incidents, including breaches of information systems security, could damage Grainger’s reputation, disrupt operations, increase costs and/or decrease revenues

    The new text removes the prior warning that methods for accessing stored information are becoming increasingly sophisticated.

  • 34% rewrittenOperational Risks

    Grainger’s disclosures related to corporate responsibility expose it to risks that could adversely affect its reputation and performance

    The program changed from broad climate, human-rights, and inclusion efforts to the Grainger Impact Program’s waste, carbon, safety, and welcoming-workplace goals.

    Was: Grainger’s disclosures related to environmental and social matters expose it to risks that could adversely affect its reputation and performance

  • 31% rewrittenOperational Risks

    Grainger’s eCommerce channels are subject to risks related to online payment methods and other online transactions, including through purchasing platforms

    PayPal is no longer named; online fraud now expressly includes theft and credit-card fraud, with adverse effects on margins, costs, and profitability.

  • 21% rewrittenIndustry and Market Risks

    Grainger’s common stock may be subject to volatility or price declines

    The stock-volatility risk is substantively unchanged, retaining the same market, performance, geopolitical, pandemic, and investor-sentiment triggers.

All 26 risk factors

Headings as the filing states them, in filing order.

Industry and Market Risks

  1. 01Inflation could cause Grainger's operating and administrative expenses to grow more rapidly than net sales, which could result in lower gross margins and lower net earnings
  2. 02Disruptions in Grainger’s supply chain could result in an adverse impact on results of operations
  3. 03Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of Grainger’s customers could negatively impact Grainger’s sales growth and results of operations
  4. 04Grainger's products are purchased from more than 5,000 primary suppliers located in various countries around the world, not one of which accounted for more than 5% of total purchases in the year ended December 31, 2025
  5. 05Volatility in commodity prices may adversely affect gross margins
  6. 06Fluctuations in foreign currency could have an effect on reported results of operations
  7. 07There are several large competitors in the industry, as well as small local and regional competitors. Grainger faces competition from manufacturers (including some of its own suppliers) that sell directly to customers, wholesale distributors, catalog houses, retail enterprises and online businesses
  8. 08Changes in customer base or product mix could cause changes in Grainger’s revenue or gross margin, or affect Grainger’s competitive position87% rewritten
  9. 09customer acquisitions, selling and marketing activities, competition and the increased use of eCommerce by Grainger and its competitorsNew
  10. 10Grainger’s common stock may be subject to volatility or price declines21% rewritten

Operational Risks

  1. 11The growth of Grainger’s eCommerce platforms exposes Grainger to additional risks which could adversely affect Grainger’s reputation, financial condition and operating results
  2. 12Grainger’s eCommerce channels are subject to risks related to online payment methods and other online transactions, including through purchasing platforms31% rewritten
  3. 13Grainger’s inability to adequately protect its intellectual property or successfully defend against infringement claims by others may have an adverse impact on operations
  4. 14In order to compete, Grainger must attract, train, motivate, develop and retain executive leaders and key team members, and the failure to do so could have an adverse effect on results of operations and financial condition58% rewritten
  5. 15depends on Grainger's ability to build and maintain a workplace culture that enables all team members to have the opportunity for a fulfilling and meaningful careerNew
  6. 16Grainger’s continued success is substantially dependent on positive perceptions of Grainger’s reputation
  7. 17Grainger’s disclosures related to corporate responsibility expose it to risks that could adversely affect its reputation and performance34% rewritten

Technology Risks

  1. 18Interruptions in the proper functioning of information systems could disrupt operations and cause unanticipated increases in costs and/or decreases in revenues
  2. 19The proliferation of AI may impact our industry and the markets in which we compete, and the development and use of AI presents competitive, reputational and liability risks
  3. 20Cybersecurity threats and incidents, including breaches of information systems security, could damage Grainger’s reputation, disrupt operations, increase costs and/or decrease revenues36% rewritten

Regulatory, Legal and Tax Risks

  1. 21Grainger is subject to a complex array of laws, regulations and standards globally. Failure to comply or unforeseen developments in related contingencies such as litigation and other regulatory proceedings could adversely affect Grainger's financial condition, profitability, reputation, and cash flows
  2. 22Grainger is subject to a number of rules and regulations related to its government contracts, which may result in increased compliance costs and potential liabilities
  3. 23In conducting its business, Grainger may become subject to legal proceedings or governmental investigations, including in connection with product liability or product compliance claims if people, property or the environment are harmed by Grainger’s products or services
  4. 24Tax changes could affect Grainger’s effective tax rate and future profitability
  5. 25Changes in Grainger’s credit ratings and outlook may reduce access to capital and increase borrowing costs
  6. 26Grainger has incurred indebtedness and may incur additional indebtedness, which could adversely affect cash flow, decrease business flexibility, or prevent Grainger from fulfilling its obligations

Other W.w. Grainger 10-Ks

  • FY2024 10-K risk factors
    24 risks

    Grainger faces prominent risks from supply chain disruptions, macroeconomic customer weakness, and global procurement dependencies across over 5,000 primary suppliers. The company must navigate intense competition, digital and eCommerce platform execution, and emerging liabilities associated with artificial intelligence adoption.

    Filed Feb 20, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.