UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025


	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-00255



GRAYBAR ELECTRIC COMPANY, INC.
(Exact name of registrant as specified in its charter)

New York	13-0794380
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

34 North Meramec Avenue, St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(314) 573 - 9200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  NO 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit such files).

YES  NO 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer 		Accelerated filer 
Non-accelerated filer 		Smaller reporting company 
		Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  NO 

Common Stock Outstanding at ~~October~~April 15, ~~2024~~2025: 32,~~113~~572,~~992~~885 (Number of Shares)

Graybar Electric Company, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the Period Ended ~~September~~March 3031, ~~2024~~2025

(Unaudited)

Table of Contents

PART I.	FINANCIAL INFORMATION			Page
	Item 1.	Financial Statements
			Condensed Consolidated Statements of Income	3
			Condensed Consolidated Statements of Comprehensive Income	4
			Condensed Consolidated Balance Sheets	5
			Condensed Consolidated Statements of Cash Flows	6
			Condensed Consolidated Statements of Changes in Shareholders’ Equity	7
			Notes to Condensed Consolidated Financial Statements	98
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1714
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2117
	Item 4.	Controls and Procedures		2217
PART II.	OTHER INFORMATION
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2319
	Item 5.	Other Information		2319
	Item 6.	Exhibits		2420
	Signatures			2521

‎

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(Stated in millions, except per share data)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Net Sales

2,~~979~~949.58

2,~~852~~732.67

~~8,717.5~~

~~8,317.3~~

Cost of merchandise sold

(2,~~382~~374.38)

(2,~~283~~184.7)

~~(6,986.5)~~

~~(6,640.6)~~

Gross Margin

~~597~~575.20

~~568~~548.90

~~1,731.0~~

~~1,676.7~~

Selling, general and administrative expenses

(~~426~~422.83)

(~~389~~392.6)

~~(1,235.8)~~

~~(1,126.9)~~

Depreciation and amortization

(2021.21)

(1819.03)

~~(59.9)~~

~~(47.6)~~

Other income, net

1.1

1.6

8.7

3.5

Other operating income, net

6.6

Income from Operations

~~151~~138.32

~~162~~142.97

~~444.0~~

~~505.7~~

Non-operating expenses, net

(01.86)

(20.74)

~~(2.9)~~

~~(8.6)~~

Income before Provision for Income Taxes

~~150~~136.56

~~160~~142.23

~~441.1~~

~~497.1~~

Provision for income taxes

(4035.05)

(4236.18)

~~(114.5)~~

~~(129.6)~~

Net Income

~~110~~101.51

~~118~~105.15

~~326.6~~

~~367.5~~

Net income attributable to noncontrolling interests

(0.32)

(0.43)

~~(0.8)~~

Net Income attributable to Graybar Electric Company, Inc.

~~110~~100.29

~~117~~105.72

~~325.8~~

~~366.7~~

Net Income attributable to Graybar Electric Company, Inc. per share of Common Stock(A)

3.42

3.67

10.08

11.40

Net Income attributable to Graybar Electric Company, Inc. per share of Common Stock

3.10

3.24

Cash Dividends per share of Common Stock

0.30

~~0.90~~

Average Common Shares Outstanding(A)

32.2

32.1

32.3

32.2

Average Common Shares Outstanding

32.5

32.4

(A)Adjusted for the declaration of a 20% stock dividend in 2023, shares related to which were issued in February 2024. Prior to the adjustment, the average common shares outstanding were 26.7 million and 26.8 million for the three and nine months ended September 30, 2023.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	(Unaudited)
	Three Months Ended ‎September 30,				Nine Months Ended ‎September 30,
	Three Months Ended ‎March 31,
(Stated in millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Net Income	$	~~110~~101.51	$	~~118~~105.15	$	~~326.6~~	$	~~367.5~~
Other Comprehensive Income (Loss)
Foreign currency translation		20.43		(4.41)		~~(3.5)~~		~~(0.7)~~
Pension and postretirement benefits liability adjustments (net of‎ tax of $(0.5), $(—), $(1.5) and $(0.2) respectively)		1.4		0.3		4.2		0.7
Pension and postretirement benefits liability adjustments (net of‎ tax of $(0.6), and $(0.4) respectively)		1.8		1.1
Total Other Comprehensive Income (Loss)		32.81		(43.10)		~~0.7~~		—
Comprehensive Income	$	~~114~~103.32	$	~~114~~102.05	$	~~327.3~~	$	~~367.5~~
Less: Comprehensive income attributable to noncontrolling‎ interests, net of tax		0.43		0.12		~~0.8~~		~~0.6~~
Comprehensive Income attributable to Graybar Electric Company, Inc.	$	~~113~~102.9	$	~~113~~102.93	$	~~326.5~~	$	~~366.9~~

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

			September 30,		December 31,
			March 31,		December 31,
(Stated in millions, except share and per share data)			~~2024~~2025		~~2023~~2024
ASSETS				(Unaudited)
Current Assets
Cash and cash equivalents			$	~~202~~250.45	$	9890.64
Trade receivables (less allowances of $13.7 and $13.6, respectively)				1,813.4		1,657.3
Trade receivables (less allowances of $14.7 and $15.2, respectively)				1,879.3		1,820.3
Merchandise inventory				~~893~~889.29		~~908~~902.42
Other current assets				~~102~~105.35		7987.60
Total Current Assets				3,~~011~~125.32		2,~~743~~899.9
Property, at cost
Land				9695.04		9795.4
Buildings				~~585~~577.86		~~598~~577.79
Furniture and fixtures				~~335~~351.69		~~310~~342.3
Software				~~161~~155.13		~~158~~154.74
Finance leases				76.27		136.48
Total Property, at cost				1,~~185~~186.79		1,~~178~~176.58
Accumulated depreciation and amortization				(~~700~~708.25)		(~~678~~698.69)
Net Property				~~485~~478.54		~~499~~477.9
Operating Lease Right-of-use Assets				~~222~~242.25		~~219~~232.29
Goodwill				~~230~~233.98		~~179~~232.02
Intangible Assets (less accumulated amortization of $55.8 and $38.0, respectively)				319.1		261.9
Intangible Assets (less accumulated amortization of $68.5 and $62.1, respectively)				304.1		310.5
Other Non-current Assets				~~130~~166.26		~~102~~153.28
Total Assets			$	4,~~399~~550.26	$	4,~~006~~307.12
LIABILITIES
Current Liabilities
Trade accounts payable				1,376.4		1,255.3
Short-term borrowings			$	—	$	22.0
Accrued payroll and benefit costs				173.4		192.1
Trade accounts payable				1,457.6		1,294.0
Current operating lease liabilities				54.8		51.9
Accrued payroll and benefit costs				153.5		207.5
Other current liabilities				234.1		224.0
Current operating lease liabilities				57.4		55.7
Total Current Liabilities				1,838.7		1,723.3
Other current liabilities				295.9		246.5
Postretirement Benefits Liability				56.2		55.9
Total Current Liabilities				1,964.4		1,825.7
Pension Liability				83.2		107.3
Postretirement Benefits Liability				54.1		54.1
Non-current Operating Lease Liabilities				184.6		183.4
Pension Liability				121.3		129.0
Other Non-current Liabilities				46.7		47.9
Non-current Operating Lease Liabilities				203.7		194.9
Total Liabilities				2,209.4		2,117.8
Other Non-current Liabilities				55.8		55.9
Total Liabilities				2,399.3		2,259.6
SHAREHOLDERS’ EQUITY
	Shares at
Capital Stock	~~September~~March 3031, ~~2024~~2025	December 31, ~~2023~~2024
Common, stated value $20.00 per share
Authorized	50,000,000	50,000,000
Issued to voting trustees	27,~~539~~237,~~105~~708	26,~~614~~656,~~542~~527
Issued to shareholders	5,~~675~~625,~~278~~739	5,~~518~~533,~~543~~939
In treasury, at cost	(1260,~~028,114~~066)	(6957,~~174~~751)
Outstanding Common Stock	32,~~186~~603,~~269~~381	32,~~063~~132,~~911~~715		~~643~~652.71		~~641~~642.37
Advance Payments on Subscriptions to Common Stock				1.4		—
Retained Earnings				1,~~713~~706.80		1,~~417~~614.19
Accumulated Other Comprehensive Loss				(~~177~~215.27)		(~~177~~217.97)
Total Graybar Electric Company, Inc. Shareholders’ Equity				2,~~181~~143.78		12,~~880~~039.59
Noncontrolling Interests				87.15		7.87
Total Shareholders’ Equity				2,~~189~~151.83		12,~~888~~047.36
Total Liabilities and Shareholders’ Equity			$	4,~~399~~550.26	$	4,~~006~~307.12

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	(Unaudited)
	Nine Months Ended September 30,
	Three Months Ended March 31,
(Stated in millions)	~~2024~~2025		~~2023~~2024
Cash Flows from Operating Activities
Net Income	$	~~326~~101.61	$	~~367~~105.5
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		5921.91		4719.63
Non-cash operating lease expense		4415.5		3614.85
Deferred income taxes		151.20		22(2.53)
Net gain on disposal of property		(65.2)		(06.5)
Losses on impairment of assets		—		0.4
Earnings on investment in employee deferred compensation trust		(0.3)		(0.3)
Earnings on investment in employee deferred compensation trust		(1.0)		(0.5)
Net income attributable to noncontrolling interests		(0.2)		(0.3)
Net income attributable to noncontrolling interests		(0.8)		(0.8)
Changes in assets and liabilities:
Trade receivables		(~~133~~69.41)		(100.13)
Merchandise inventory		2612.76		~~162~~79.9
Other current assets		(2218.65)		1(15.76)
Other non-current assets		(4414.8)		(14.19)
Trade accounts payable		~~112~~163.16		~~(27~~21.2)9
Accrued payroll and benefit costs		(1954.30)		(5753.46)
Other current liabilities		949.89		(526.6)3
Non-current liabilities		(6220.50)		(~~119~~18.73)
Total adjustments to net income		~~(22~~81.4)6		4959.08
Net cash provided by operating activities		~~304~~182.27		~~416~~165.53
Cash Flows from Investing Activities
Proceeds from disposal of property		135.78		012.89
Capital expenditures for property		(3714.9)		(5821.73)
Amounts attributable to acquisitions		(146.3)		(380.2)
Insurance proceeds from property claim		10.4		—
Investment in employee deferred compensation trust		(0.6)		(25.0)
Amounts attributable to acquisitions		(2.2)		(84.1)
Net cash used by investing activities		(~~171~~0.19)		(~~463~~92.15)
Cash Flows from Financing Activities
Net increase in short-term borrowings		—		70.4
Net decrease in short-term borrowings		(22.0)		—
Principal payments under finance arrangements		(10.2)		(10.35)
Sales of common stock		2314.09		2014.32
Purchases of common stock		(194.21)		(165.04)
Sales of noncontrolling interests’ common stock		—		1.5
Purchases of noncontrolling interests’ common stock		(0.5)		(0.2)
Dividends paid		(299.18)		(249.27)
Contingent consideration paid		~~(2.3)~~—		—(2.3)
Net cash (used) provided by financing activities		(29.3)		50.5
Net cash used by financing activities		(21.7)		(3.9)
Net Increase in Cash		~~103~~160.81		368.9
Cash, Beginning of Year		9890.64		6998.46
Cash, End of Period	$	~~202~~250.45	$	73167.35
Non-cash Investing and Financing Activities
Acquisitions of equipment under finance leases	$	—0.1	$	~~0.5~~—
Acquisitions of assets under operating leases	$	4725.31	$	5314.25

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

	(Unaudited, stated in millions)
	Graybar Electric Company, Inc. Shareholders’ Equity
			Common				Accumulated
			Stock				Other				Total
	Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
	Stock		Unissued		Earnings		Loss		Interests		Equity
December 31, 2024	$	642.7	$	—	$	1,614.9	$	(217.7)	$	7.7	$	2,047.6
Net income						100.9				0.2		101.1
Other comprehensive income								2.0		0.1		2.1
Stock issued		13.5										13.5
Stock purchased		(4.1)								(0.5)		(4.6)
Advance payments				1.4								1.4
Dividends declared						(9.8)						(9.8)
March 31, 2025	$	652.1	$	1.4	$	1,706.0	$	(215.7)	$	7.5	$	2,151.3
	Graybar Electric Company, Inc. Shareholders’ Equity
			Common				Accumulated
			Stock				Other				Total
	Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
	Stock		Unissued		Earnings		Loss		Interests		Equity
December 31, 2023	$	641.3	$	—	$	1,417.1	$	(177.9)	$	7.8	$	1,888.3
Net income						105.2				0.3		105.5
Other comprehensive loss								(2.9)		(0.1)		(3.0)
Stock issued		13.5										13.5
Stock purchased		(5.4)								(0.2)		(5.6)
Advance payments				0.7								0.7
Dividends declared						(9.7)						(9.7)
March 31, 2024	$	649.4	$	0.7	$	1,512.6	$	(180.8)	$	7.8	$	1,989.7
Net income						110.4				0.2		110.6
Other comprehensive loss								(0.1)		—		(0.1)
Stock issued		4.1										4.1
Stock purchased		(8.3)								(0.3)		(8.6)
Advance payments				0.7								0.7
Dividends declared						(9.7)						(9.7)
June 30, 2024	$	645.2	$	1.4	$	1,613.3	$	(180.9)	$	7.7	$	2,086.7
Net income						110.2				0.3		110.5
Other comprehensive income								3.7		0.1		3.8
Stock issued		4.0								—		4.0
Stock purchased		(5.5)								—		(5.5)
Dividends declared						(9.7)						(9.7)
September 30, 2024	$	643.7	$	1.4	$	1,713.8	$	(177.2)	$	8.1	$	2,189.8

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

	(Unaudited, stated in millions)
	Graybar Electric Company, Inc. Shareholders’ Equity
			Common				Accumulated
			Stock				Other				Total
	Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
	Stock		Unissued		Earnings		Loss		Interests		Equity
December 31, 2022	$	531.8	$	—	$	1,141.0	$	(152.8)	$	5.6	$	1,525.6
Net income						124.8				0.2		125.0
Other comprehensive income								0.3		—		0.3
Stock issued		11.6										11.6
Stock purchased		(5.4)								(0.2)		(5.6)
Advance payments				1.2								1.2
Dividends declared						(8.0)						(8.0)
March 31, 2023	$	538.0	$	1.2	$	1,257.8	$	(152.5)	$	5.6	$	1,650.1
Net income						124.2				0.2		124.4
Other comprehensive income								3.7		0.1		3.8
Stock issued		4.1										4.1
Stock purchased		(6.1)								—		(6.1)
Dividends declared						(8.1)						(8.1)
June 30, 2023	$	536.0	$	1.2	$	1,373.9	$	(148.8)	$	5.9	$	1,768.2
Net income						117.7				0.4		118.1
Other comprehensive loss								(3.8)		(0.3)		(4.1)
Stock issued		3.5								1.5		5.0
Stock purchased		(4.5)								—		(4.5)
Advance payments				(0.1)								(0.1)
Dividends declared						(8.1)						(8.1)
September 30, 2023	$	535.0	$	1.1	$	1,483.5	$	(152.6)	$	7.5	$	1,874.5

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Stated in millions, except share and per share data)

(Unaudited)

1. DESCRIPTION OF THE BUSINESS

Graybar Electric Company, Inc. (“Graybar”, “Company”, "we", "our", or "us") is a New York corporation, incorporated in 1925. We are engaged in the distribution of electrical, ~~and~~industrial, ~~communications~~automation and ~~data~~connectivity ~~networking~~ products and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, commercial, institutional and government ("CIG"), and industrial & utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations ("MRO"), and original equipment manufacturers ("OEM"). In our primary role as third-party wholesale distributor, we neither manufacture nor contract to manufacture the products that we sell; however, one of our subsidiaries may contract to manufacture some of its private label lighting fixtures. Our business activity is primarily based in the United States (“U.S.”). We also have subsidiary operations with distribution facilities in Canada and Puerto Rico.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies conform to generally accepted accounting principles in the U.S. ("GAAP”) and are applied on a consistent basis among all years presented. The full summary of our significant accounting policies is included in our latest Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by Graybar pursuant to the rules and regulations of the U.S. Securities and Exchange Commission applicable to interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information presented not misleading. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect reported amounts. Our condensed consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, ~~2023~~2024, included in our latest Annual Report on Form 10-K.

In the opinion of management, this quarterly report includes all adjustments, consisting of normal recurring accruals and adjustments, necessary for the fair presentation of the condensed consolidated financial statements presented. Results for interim periods are not necessarily indicative of results to be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Graybar and our subsidiary companies. All material intercompany balances and transactions have been eliminated. The ownership interests that are held by owners other than the Company are in subsidiaries owned by the Company and are accounted for and reported as noncontrolling interests.

Reclassifications

Certain reclassifications have been made to prior year's financial information to conform to the September 30, 2024 presentation. These changes consisted of aggregating current portion of long-term debt and other accrued taxes with other current liabilities, and aggregating long-term debt with other non-current liabilities within the December 31, 2023 consolidated balance sheet. The reclassifications had no effect on total assets or liabilities as of December 31, 2023.

New Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU” or “Update”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires public entities to provide enhanced disclosures of significant segment expenses and other segment items. Public entities with a single reportable segment must provide all the disclosures required by Topic 280, including the significant segment expense disclosures. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that ~~are~~had ~~currently~~been required annually. The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The guidance ~~shall~~was be applied retrospectively to all periods presented in the financial statements. WeThe ~~are~~adoption ~~currently~~of ~~evaluating~~this ~~the~~Update ~~impact~~did ofnot ~~adopting~~have ~~the~~a ~~Update~~material toimpact on our ~~required~~consolidated ~~disclosures.~~financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which is intended to enhance the transparency and decision usefulness of annual income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Unless we choose to adopt these provisions early, the guidance is effective for annual periods beginning after December 15, 2024 and shall be applied on a prospective basis. We are currently evaluating the impact of this Update on our consolidated financial statements and expect expansion of our income tax footnote disclosures.

information. The guidance is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact of this Update on our consolidated financial statements and expect expansion of our income tax footnote disclosures.

In March 2024, the SEC issued final climate-related disclosure rules requiring disclosure of material climate-related risks, board and management governance of such risks, and material direct and indirect greenhouse gas emissions. Disclosures will be made prospectively, with phased-in effective dates starting with fiscal years beginning on or after January 1, 2025. The SEC voluntarily delayed the implementation of the climate-related disclosure rules in April 2024, pending review of the rules by the Court of Appeals for the Eighth Circuit. On February 11, 2025, the Acting Chairman of the SEC announced that he had directed the Commission staff to request the Court not to schedule the case for argument in order to provide time for the Commission to determine appropriate next steps in the case. We are currently evaluating the impact that these rules could have on our consolidated financial statements and notes thereto.

In November 2024, the FASB issued ASU 2024-04, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items. Public business entities are required to disclose purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. Specified expenses, gains or losses that are already disclosed under existing GAAP are required to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts need to be described qualitatively. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. The guidance is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The guidance is required to be applied prospectively and may be applied retrospectively. We are currently evaluating the impact of this Update and will adopt it beginning in our December 31, 2027 consolidated financial statements.

3. REVENUE

The following table summarizes the percentages of our net sales attributable to each of our vertical markets for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

		Three Months Ended September 30,					Nine Months Ended September 30,
	Three Months Ended March 31,
		2024			2023		2024		2023
	2025			2024
Construction	59.9	~~60.0~~%	%	59.2	~~59.4~~%	%	~~59.8~~	%	~~57.8~~	%
CIG	22.1	~~21.9~~		22.7	~~22.7~~		~~22.4~~		~~24.1~~
Industrial & Utility	18.0	~~18.1~~		18.1	~~17.9~~		~~17.8~~		~~18.1~~
Total net sales	100.0	~~100.0~~%	%	100.0	~~100.0~~%	%	~~100.0~~	%	~~100.0~~	%

~~Certain~~We ~~reclassifications~~had ~~have~~no ~~been~~material ~~made~~contract toassets, ~~the~~contract ~~vertical~~liabilities, ~~market~~or ~~assigned~~deferred tocontract ~~customers~~costs inrecorded on the ~~prior~~condensed ~~year’s~~consolidated ~~information~~balance tosheet ~~conform~~as toof March 31, 2025 and December 31, 2024. In addition, for the ~~September~~three months ended March 3031, 2025 and 2024, ~~presentation~~revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period was not material.

We had no material contract assets, contract liabilities, or deferred contract costs recorded on the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023. In addition, for the three and nine months ended September 30, 2024 and 2023, revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period was not material.

4. INCOME TAXES

Our total provision for income taxes was $4035.05 million and $~~114~~36.58 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2025, and 2024, respectively. We record our income tax provision using a full-year forecasted methodology, including discrete items in the period in which they occur. Our year-to-date effective tax rate was 26.0% for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 compared to 2625.19% for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

In 2021, the Organization for Economic Cooperation and Development (“OECD”) introduced a framework, referred to as Pillar Two, creating a 15% global minimum effective tax rate for large multinational corporations. ~~Effective January 1, 2024,~~ Pillar Two legislation ~~was~~has been enacted or substantively enacted in certain jurisdictions~~. The~~ ~~Company~~in ~~reviewed~~which the Company operates, effective beginning January 1, 2024. The Pillar Two effective rates in all jurisdictions in which the Company operates are above 15%, and ~~confirmed~~management ~~that~~is ~~these~~not ~~rates~~currently ~~were~~aware ~~all~~of ~~above~~any ~~15%~~circumstances under which this might change. ~~Consequently~~Accordingly, ~~the~~based ~~Company~~upon ~~has~~2025 ~~concluded~~results ~~that~~and ~~there~~reporting ~~will~~structure, be no “top-up” ~~tax~~taxes ~~liability~~have ~~for~~been ~~2024~~recorded.

Our federal income tax returns for the tax years 2021 and forward are available for examination by the U.S. Internal Revenue Service (“IRS”). The statute of limitations for the ~~2020~~2021 federal return ~~expired~~will expire on October 15, ~~2024~~2025, unless extended by consent. Our state income tax returns for ~~2019~~2020 through ~~2023~~2024 remain subject to examination by various state authorities with the latest period ~~closing on December 31, 2028. We have not extended the statutes of limitations in any state jurisdictions with respect to years prior to 2019.~~

109

closing on December 31, 2029. We have not extended the statutes of limitations in any state jurisdictions with respect to years prior to 2020.

5. DEBT

Revolving Credit Facility

At March 31, 2025 and December 31, ~~2023~~2024, we, along with Graybar Canada Limited, our Canadian operating subsidiary ("Graybar Canada"), had an unsecured, five-year, $750.0 million committed revolving credit agreement maturing in August 2026 with Bank of America, N.A. and the other lenders named therein (the "Credit Agreement"), which included a combined letter of credit sub-facility of up to $25.0 million, a U.S. swing-line loan facility of up to $75.0 million, and a Canadian swing-line loan facility of up to $20.0 million. The Credit Agreement included a $100.0 million sublimit (in U.S. or Canadian dollars) available for borrowings by Graybar Canada. Our borrowing availability under the facility is reduced by the amount of borrowings by Graybar Canada, but we may use the sublimit amount to increase our borrowings, to the extent available. If we were to use available borrowings under the Credit Agreement that included the sublimit amount, then Graybar Canada’s available capacity would be reduced by our use of such amount. The Credit Agreement contained an accordion feature, which allowed us to request increases in the aggregate borrowing commitments of up to $375.0 million.

OnWe ~~June~~were ~~26,~~in ~~2024,~~compliance ~~we, along~~ with ~~Graybar~~all ~~Canada,~~covenants ~~amended~~under the Credit Agreement, ~~pursuant to the terms and conditions of a CDOR transition amendment (the “CDOR Amendment”), by and among Graybar,~~ as ~~parent borrower, Graybar Canada Limited, as a borrower, the lenders party thereto, Bank~~ of ~~America~~March 31, ~~N.A.~~2025 ~~as Domestic Administrative Agent, Domestic Swing Line Lender~~ and ~~Domestic L/C Issuer and Bank of America~~December 31, N2024.~~A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer.~~

~~The~~At ~~CDOR~~March 31, ~~Amendment~~2025, ~~amended~~we ~~the~~had ~~Credit~~total ~~Agreement~~debt ~~to,~~of ~~among~~$2.1 ~~other things~~million, ~~change~~of ~~the~~which ~~interest~~$1.2 ~~rate~~million ~~under~~was ~~the~~long-term ~~Credit~~debt. At ~~Agreement~~December 31, ~~for~~2024, ~~borrowings~~we ~~denominated~~had intotal ~~Canadian~~debt ~~Dollars~~of ~~from~~$2.2 amillion, ~~CDOR-based~~of ~~rate~~which to$1.3 amillion ~~rate~~was ~~based~~long-term ondebt. There ~~Canadian~~were ~~Overnight~~no ~~Repo~~short-term ~~Rate~~borrowings ~~Average~~as ~~(CORRA)~~of March 31, ~~subject~~2025, compared to ~~the~~short-term ~~adjustments~~borrowings ~~specified~~of ~~in the Credit Agreement~~$22. ~~Our~~0 ~~borrowing~~million ~~availability~~at ~~remains~~December 31, ~~unchanged~~2024 under the ~~revised~~ Credit Agreement ~~(the “Amended Credit Agreement”)~~.

~~Interest~~Short-term ~~on our~~ borrowings ~~under~~outstanding during the ~~Amended~~three ~~Credit~~months ~~Agreement~~ended ~~will be based on~~March 31, at2025 ~~the~~ranged ~~borrower’s~~from ~~election,~~no ~~either (A) (i) the base rate (as defined in the agreement) or (ii)~~ short-term ~~SOFR~~borrowings ~~(as~~to ~~defined~~a inmaximum ~~the agreement, in the case~~ of U$37.S.0 ~~dollar~~million. Short-~~denominated~~term borrowings) oroutstanding ~~(B)~~during ~~(i)~~ the ~~base~~three ~~rate~~months orended ~~(ii) term CORRA (as defined in the agreement~~March 31, in2024 ~~the~~ranged ~~case~~from ofno ~~Graybar Canada as borrower with respect to Canadian dollar~~short-~~denominated~~term borrowings), in each case plus an applicable rate, as determined by the pricing grid set forth in the Amended Credit Agreement. In connection with such a borrowing, the applicable borrower will also select the term of the loan from available tenors, up to ~~six months, or automatically renew with the consent of the lenders. Swing line loans, which are daily loans, will bear interest at~~ a ~~rate~~maximum ~~based on, at the borrower’s election, either (i) the base rate or (ii) term SOFR (or term CORRA, in the case~~ of ~~Graybar Canada with respect to Canadian dollar-denominated borrowings)~~$38. In0 ~~addition to interest payments, there are certain fees and obligations associated with borrowings, swing-line loans, letters of credit and other administrative matters~~million.

WeAt ~~were~~March 31, in2025, ~~compliance~~we ~~with~~had ~~all~~unused ~~covenants~~lines of credit under the ~~Amended~~ Credit Agreement ~~and~~amounting ~~Credit~~to ~~Agreement,~~$745.9 ~~respectively~~million available, ascompared ofto ~~September 30,~~$724.2 ~~2024~~million ~~and~~at December 31, ~~2023~~2024. These lines are available to meet our short-term cash requirements and are subject to annual fees of up to 40 basis points (0.40%).

AtWe ~~September 30, 2024, we~~ had ~~total~~interest ~~debt of $2.4 million~~income, net of ~~which~~ $0.93 million ~~was~~for ~~long-term~~the ~~debt. At~~three ~~December~~months ended March 31, ~~2023~~2025, wecompared ~~had~~to ~~total~~interest ~~debt of $4.7 million~~income, net of ~~which~~ $20.85 million ~~was~~for ~~long-term~~the ~~debt. There~~three ~~were~~months noended ~~short-term borrowings as of September~~March ~~30, 2024 and December~~ 31, ~~2023, respectively~~2024.

Short-term borrowings outstanding during the nine months ended September 30, 2024 ranged from no short-term borrowings to a maximum of $38.0 million. Short-term borrowings outstanding during the nine months ended September 30, 2023 ranged from no short-term borrowings to a maximum of $232.0 million.

At September 30, 2024, we had unused lines of credit under the Amended Credit Agreement amounting to $744.7 million available, compared to $746.4 million at December 31, 2023 under the Credit Agreement. These lines are available to meet our short-term cash requirements and are subject to annual fees of up to 40 basis points (0.40%).

We had interest income, net of $0.6 million for the three months ended September 30, 2024, compared to interest expense, net of $1.5 million for the three months ended September 30, 2023. We had interest income, net of $1.6 million for the nine months ended September 30, 2024, compared to interest expense, net of $3.9 million for the nine months ended September 30, 2023.

Private Placement Shelf Agreements

We have an uncommitted, unsecured $200.0 million private placement shelf agreement (the “Prudential Shelf Agreement”) with PGIM, Inc., which is expected to allow us to issue senior promissory notes to affiliates of PGIM, Inc. at fixed rate terms to be agreed upon at the time of any issuance during a three-year issuance period ending in August 2026.

We also have an uncommitted, unsecured $200.0 million private placement shelf agreement (the "MetLife Shelf Agreement") with MetLife Investment Management, LLC (formerly known as MetLife Investment Advisors, LLC), and MetLife Investment Management Limited (collectively, “MetLife”) and each other MetLife affiliate that becomes a party to the agreement. The MetLife Shelf Agreement is expected to allow us to issue senior promissory notes to MetLife at fixed or floating rate economic terms to be agreed upon at the time of any issuance~~. On~~ ~~June~~during ~~25,~~a ~~2024,~~three-year ~~we amended the MetLife Shelf Agreement to, among other things, increase availability from $150.0 million to $200.0 million, and extend the issuance~~ period toending in June 2027, and thereafter, for successive three-year periods until either party notifies the other party at least 30 days prior to the then applicable stated period end date of its intent not to extend.

We remain obligated under a most favored lender clause which is designed to ensure that any notes in the future under the Prudential Shelf Agreement and MetLife Shelf Agreement will continue to be of equal ranking with indebtedness under our ~~Amended~~ Credit Agreement.

No notes have been issued under either the Prudential Shelf Agreement or the MetLife Shelf Agreement as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

Each shelf agreement contains representations and warranties of the Company and the applicable lender, events of default and affirmative and negative covenants, customary for agreements of this type. These covenants are substantially similar to those contained in the ~~Amended~~ Credit Agreement, subject to a number of exceptions and qualifications set forth in the applicable shelf agreement. ~~All outstanding obligations of Graybar under one or both of these agreements may be declared immediately due and payable upon the occurrence of an event of default.~~

~~We were in compliance with all covenants under the Prudential Shelf Agreement and the MetLife Shelf Agreement as of September 30, 2024 and December 31, 2023.~~10

All outstanding obligations of Graybar under one or both of these agreements may be declared immediately due and payable upon the occurrence of an event of default.

We were in compliance with all covenants under the Prudential Shelf Agreement and the MetLife Shelf Agreement as of March 31, 2025 and December 31, 2024.

Letters of Credit

We had total letters of credit of $119.18 million outstanding as of ~~September~~March 3031, ~~2024~~2025, of which $54.31 million were issued under the ~~Amended~~ Credit Agreement. We had total letters of credit of $9.46 million as of December 31, ~~2023~~2024, of which $3.68 million were issued under the Credit Agreement. The letters of credit are issued primarily to support certain workers' compensation insurance policies and support performance under certain customer contracts.

6. PENSION AND OTHER POSTRETIREMENT BENEFITS

We have a noncontributory defined benefit pension plan (the "Pension Plan") covering substantially all employees first hired prior to July 1, 2015 after the completion of one year of service and 1,000 hours of service. The Pension Plan provides retirement benefits based on an employee’s final average earnings and years of service. A supplemental benefit plan provides nonqualified pension benefits for compensation in excess of the IRS compensation limits applicable to the Pension Plan and eligible compensation deferred by a participant.

Our funding policy is to make contributions to the Pension Plan, provided that the total annual contributions will not be less than the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Pension Protection Act of 2006 minimums or greater than the maximum tax-deductible amount, to review the contribution and funding strategy on a regular basis, and to allow discretionary contributions to be made by us from time to time. The assets of the Pension Plan are invested primarily in fixed income investments and equity securities. We pay nonqualified pension benefits when they are due according to the terms of the supplemental benefit plan. We have an employee deferred compensation trust to meet funding obligations for nonqualified pension benefits to certain participants in the supplemental benefit plan. The assets of the employee deferred compensation trust are invested in highly liquid money market funds and U.S. Treasury securities.

We provide certain postretirement healthcare and life insurance benefits to retired employees. Substantially all of our employees hired or rehired prior to 2014 may become eligible for postretirement medical benefits if they reach the age and service requirements of the retiree medical plan and retire on a pension (except a deferred pension) under the Pension Plan. Postretirement life insurance benefits are insured through an insurance company. We fund postretirement benefits as incurred, and accordingly, there were no assets held in the postretirement benefits plan at March 31, 2025 and December 31, 2024.

12The net periodic benefit cost for the three months ended March 31, 2025 and 2024 included the following components:

benefits are insured through an insurance company. We fund postretirement benefits as incurred, and accordingly, there were no assets held in the postretirement benefits plan at September 30, 2024 and December 31, 2023.



	Pension Benefits				Postretirement Benefits
	Three Months Ended				Three Months Ended
	March 31,				March 31,
Components of Net Periodic Benefit Cost	2025		2024		2025		2024
Selling, general and administrative expenses:
Service cost	$	5.2	$	5.5	$	0.3	$	0.4
Total selling, general and administrative expenses	$	5.2	$	5.5	$	0.3	$	0.4
Non-operating expenses, net:
Interest cost	$	8.7	$	7.9	$	0.9	$	0.8
Expected return on plan assets		(9.0)		(8.0)		—		—
Amortization of net actuarial loss		2.4		1.5		—		—
Total non-operating expenses, net	$	2.1	$	1.4	$	0.9	$	0.8
Net periodic benefit cost	$	7.3	$	6.9	$	1.2	$	1.2

~~The~~We ~~net~~made ~~periodic~~qualified ~~benefit~~and ~~cost~~nonqualified ~~for~~pension contributions totaling $12.6 million during the three-months ended March 31, 2025 and ~~nine~~contributions totaling $11.1 million during the three-months ended ~~September~~March 3031, 2024. Additional ~~and~~contributions ~~2023~~of ~~included~~$30.0 million are expected to be paid during the ~~following~~remainder ~~components:~~of 2025, but may change at our discretion.

	Pension Benefits				Postretirement Benefits
	Three Months Ended				Three Months Ended
	September 30,				September 30,
Components of Net Periodic Benefit Cost	2024		2023		2024		2023
Selling, general and administrative expenses:
Service cost	$	5.7	$	6.1	$	0.4	$	0.3
Total selling, general and administrative expenses	$	5.7	$	6.1	$	0.4	$	0.3
Non-operating expenses, net:
Interest cost	$	8.0	$	8.0	$	0.8	$	0.9
Expected return on plan assets		(8.0)		(7.2)		—		—
Amortization of net actuarial loss		1.9		0.3		—		—
Total non-operating expenses, net	$	1.9	$	1.1	$	0.8	$	0.9
Net periodic benefit cost	$	7.6	$	7.2	$	1.2	$	1.2

	Pension Benefits				Postretirement Benefits
	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
Components of Net Periodic Benefit Cost	2024		2023		2024		2023
Selling, general and administrative expenses:
Service cost	$	17.0	$	18.3	$	1.1	$	1.0
Total selling, general and administrative expenses	$	17.0	$	18.3	$	1.1	$	1.0
Non-operating expenses, net:
Interest cost	$	24.0	$	23.9	$	2.4	$	2.6
Expected return on plan assets		(24.0)		(21.7)		—		—
Amortization of net actuarial loss		5.7		0.9		—		—
Total non-operating expenses, net	$	5.7	$	3.1	$	2.4	$	2.6
Net periodic benefit cost	$	22.7	$	21.4	$	3.5	$	3.6

We made qualified and nonqualified pension contributions totaling $20.0 million during the three-month period ended September 30, 2024 and contributions totaling $80.0 million during the three-month period ended September 30, 2023. Contributions made during the nine-month periods ended September 30, 2024 and 2023 totaled $41.1 million and $103.9 million, respectively. No additional contributions are expected to be paid during the remainder of 2024, but may change at our discretion.

7. CAPITAL STOCK

Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. Since 1928, substantially all of the issued and outstanding shares of common stock have been held of record by voting trustees under successive voting trust agreements. A new Voting Trust Agreement was established effective March 3, 2017, which expires by its terms on March 1, 2027 because under applicable New York law, a voting trust may not have a term greater than ten years. At ~~September~~March 3031, ~~2024~~2025, approximately 83% of our outstanding common stock was held in the voting trust. The participation of shareholders in the voting trust is voluntary at the time the voting trust is created, but is irrevocable during its term. Shareholders who elect not to participate in the voting trust hold their common stock as shareholders of record. Shareholders may elect to participate in the voting trust at any time during the term of the voting trust.

No holder of our common stock or voting trust interests representing our common stock ("common stock", "common shares", or "shares") may sell, transfer or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any reason other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.

13Cash dividends paid were $9.8 million and $9.7 million for the three months ended March 31, 2025 and 2024, respectively.

toWe doalso sohave inauthorized ~~the~~10,000,000 ~~foreseeable~~shares ~~future~~of Delegated Authority Preferred Stock (“preferred stock”), par value one cent ($0.01). ~~However~~The preferred stock may be issued in one or more series, wewith ~~can~~the ~~make~~designations, norelative ~~assurance~~rights, ~~that~~preferences, weand ~~will~~limitations ~~continue~~of toshares ~~exercise~~of ~~our~~each ~~purchase~~such ~~option~~series inbeing ~~the~~fixed ~~future~~by a resolution of our Board of Directors. ~~All~~ There ~~outstanding~~were no shares ~~have~~of ~~been~~preferred ~~issued~~stock outstanding at ~~$20.00~~March 31, ~~per~~2025 ~~share~~and December 31, 2024.

Cash dividends paid were $9.7 million and $8.1 million for the three months ended September 30, 2024 and 2023, respectively. Cash dividends paid were $29.1 million and $24.2 million for the nine months ended September 30, 2024 and 2023, respectively.

We also have authorized 10,000,000 shares of Delegated Authority Preferred Stock (“preferred stock”), par value one cent ($0.01). The preferred stock may be issued in one or more series, with the designations, relative rights, preferences, and limitations of shares of each such series being fixed by a resolution of our Board of Directors. There were no shares of preferred stock outstanding at September 30, 2024 and December 31, 2023.

8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table represents amounts reclassified from accumulated other comprehensive loss for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Three Months Ended ‎September 30, 2024		Three Months Ended‎September 30, 2023
	Three Months Ended ‎March 31, 2025		Three Months Ended ‎March 31, 2024
	Amortization of Pension‎and Other‎Postretirement Benefits Items		Amortization of Pension‎and Other‎Postretirement Benefits Items
	Actuarial‎Losses‎Recognized		Actuarial‎Losses‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses, net	$	12.94	$	01.35
Tax benefit		(0.56)		—(0.4)
Total reclassifications for the period, net of tax	$	1.48	$	01.31

~~The following table represents amounts reclassified from accumulated other comprehensive loss for the nine months ended September 30, 2024 and 2023:~~12

	Nine Months Ended ‎September 30, 2024		Nine Months Ended ‎September 30, 2023
	Amortization of Pension‎and Other‎Postretirement Benefits Items		Amortization of Pension‎and Other‎Postretirement Benefits Items
	Actuarial‎Losses‎Recognized		Actuarial‎Losses‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses, net	$	5.7	$	0.9
Tax benefit		(1.5)		(0.2)
Total reclassifications for the period, net of tax	$	4.2	$	0.7

The following table represents the activity included in accumulated other comprehensive loss for the three months ended March 31, 2025 and 2024:



	Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
	Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total		Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total
Beginning balance January 1,	$	(26.2)	$	(191.5)	$	(217.7)	$	(10.6)	$	(167.3)	$	(177.9)
Other comprehensive income (loss) before reclassifications		0.2		—		0.2		(4.0)		—		(4.0)
Amounts reclassified from accumulated other comprehensive income (net of tax $(0.6) and $(0.4))		—		1.8		1.8		—		1.1		1.1
Net current-period other comprehensive income (loss)		0.2		1.8		2.0		(4.0)		1.1		(2.9)
Ending balance March 31,	$	(26.0)	$	(189.7)	$	(215.7)	$	(14.6)	$	(166.2)	$	(180.8)

The following table represents the activity included in accumulated other comprehensive loss for the three months ended September 30, 2024 and 2023:

	Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
	Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total		Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total
Beginning balance July 1,	$	(16.4)	$	(164.5)	$	(180.9)	$	(11.0)	$	(137.8)	$	(148.8)
Other comprehensive income (loss) before reclassifications		2.3		—		2.3		(4.1)		—		(4.1)
Amounts reclassified from accumulated other comprehensive income (net of tax $(0.5) and $(—))		—		1.4		1.4		—		0.3		0.3
Net current-period other comprehensive income (loss)		2.3		1.4		3.7		(4.1)		0.3		(3.8)
Ending balance September 30,	$	(14.1)	$	(163.1)	$	(177.2)	$	(15.1)	$	(137.5)	$	(152.6)

The following table represents the activity included in accumulated other comprehensive loss for the nine months ended September 30, 2024 and 2023:

	Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
	Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total		Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total
Beginning balance January 1,	$	(10.6)	$	(167.3)	$	(177.9)	$	(14.6)	$	(138.2)	$	(152.8)
Other comprehensive loss before reclassifications		(3.5)		—		(3.5)		(0.5)		—		(0.5)
Amounts reclassified from accumulated other comprehensive income (net of tax $(1.5) and $(0.2))		—		4.2		4.2		—		0.7		0.7
Net current-period other comprehensive (loss) income		(3.5)		4.2		0.7		(0.5)		0.7		0.2
Ending balance September 30,	$	(14.1)	$	(163.1)	$	(177.2)	$	(15.1)	$	(137.5)	$	(152.6)

9. COMMITMENTS AND CONTINGENCIES

We are subject to various claims, disputes, and administrative and legal matters incidental to our past and current business activities. As a result, contingencies arise resulting from an existing condition, situation, or set of circumstances involving an uncertainty as to the realization of a possible loss.

We have in place insurance coverage for litigation defense and claim settlement costs incurred in connection with our asbestos claims. We estimate the value of probable insurance recoveries associated with our asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. We estimate the future payments for litigation defense and claim settlement costs based on our historical liabilities and current and projected caseloads. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had $2.37 million and $3839.46 million of insurance receivables recorded in other current assets and other non-current assets, respectively, and $2.37 million and $3839.46 million recorded in other current liabilities and other non-current liabilities, respectively, related to our asbestos litigation defense and claims settlement reserve.

Estimated loss contingencies are accrued only if the loss is probable and the amount of the loss can be reasonably estimated. With respect to a particular loss contingency, it may be probable that a loss has occurred but the estimate of the loss is a wide range. If we deem an amount within the range to be a better estimate than any other amount within the range, that amount will be accrued. However, if no amount within the range is a better estimate than any other amount, the minimum amount of the range is accrued. While we believe that none of these claims, disputes, administrative, and legal matters will have a material adverse effect on our financial position, these matters are uncertain and we cannot at this time determine whether the financial impact, if any, of these matters will be material to our results of operations in the period in which such matters are resolved or a better estimate becomes available.

~~10. ACQUISITIONS~~13

During the nine months ended September 30, 2024, we completed four acquisitions for a combined preliminary purchase price of $149.3 million in cash, net of cash acquired. The preliminary purchase price allocation resulted in $55.1 million and $75.2 million of tax-deductible goodwill and other intangible assets, respectively. The acquisitions were funded with cash on hand. Since the dates of acquisition, the results of the acquired businesses are reflected in our condensed consolidated financial statements. Pro forma results of the acquisitions were not material; therefore, they are not presented. Additionally, during the nine months ended September 30, 2024, we received a post-closing working capital adjustment of $3.0 million related to a 2023 acquisition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and notes thereto, and our audited consolidated financial statements, notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, ~~2023~~2024, included in our Annual Report on Form 10-K for such period as filed with the United States Securities and Exchange Commission (the “Commission”). The results shown herein are not necessarily indicative of the results to be expected in any future periods.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes”, “projects”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”,

“will be”, “will continue”, “will likely result”, and other similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the PSLRA. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse impact on our operations and future prospects on a consolidated basis include, but are not limited to: general economic conditions, particularly in the commercial, industrial building, and residential construction industries; a sustained interruption in the operation of our information systems; business interruption due to our ERP system upgrade; cyber-attacks; volatility in the prices of industrial commodities; ~~disruptions in our sources of supply;~~ increased funding requirements and expenses related to our pension plan; disruptions in our sources of supply; the inability, or limitations on our ability, to borrow under our existing credit facilities or any replacements thereof; adverse legal proceedings or other claims; compliance with changing governmental regulations; a pandemic, epidemic, or other public health emergency; and the inability, or limitations on our ability, to raise debt or equity capital. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required by applicable securities law. Further information concerning our business, including additional factors that could materially impact our financial results, is included herein and in our other filings with the Commission. Actual results and the timing of events could differ materially from the forward-looking statements as a result of certain factors, a number of which are outlined in Item 1A., “Risk Factors”, of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

All dollar amounts, except per share data, are stated in millions in the following discussion and accompanying tables.

Background

Graybar Electric Company, Inc. (“Graybar”, “Company”, "we", "our", or "us") is a New York corporation, incorporated in 1925. We are engaged in the distribution of electrical, ~~and~~industrial, ~~communications~~automation and ~~data~~connectivity ~~networking~~ products and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, commercial, institutional and government ("CIG"), and industrial & utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations ("MRO"), and original equipment manufacturers ("OEM"). In our primary role as third-party wholesale distributor, we neither manufacture nor contract to manufacture the products that we sell; however, one of our subsidiaries may contract to manufacture some of its private label lighting fixtures. Our business activity is primarily based in the United States ("U.S."). We also have subsidiary operations with distribution facilities in Canada and Puerto Rico.

Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. No holder of our common stock or voting trust interests representing our common stock (“common stock”, “common shares”, or “shares”) may sell, transfer, or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any reason other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.

Business Overview

~~Graybar~~Net ~~net~~ sales for the ~~three~~first ~~months~~quarter ended ~~September~~March 3031, ~~2024~~2025 totaled $2,~~979~~949.58 million, compared to $2,~~852~~732.67 million for the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30~~2024, ~~2023,~~ an increase of $~~126~~217.91 million, or 47.49%. Gross margin for the ~~third~~three ~~quarter~~months ofended ~~2024~~March 31, 2025 increased $27.0 million, or

1714

~~$28~~4.~~3 million, or 5.0~~9%, to $~~597~~575.20 million, compared to gross margin of $~~568~~548.90 million for the same three-month period ended ~~September~~March 3031, ~~2023~~2024. Our gross margin rate was 2019.05% for the ~~third~~three ~~quarter~~months ofended ~~2024~~March 31, 2025, compared to 1920.91% for the ~~third~~same ~~quarter~~three-month period of ~~2023~~2024, decreasing primarily due to competitive pricing pressures.

Selling, general and administrative (“SG&A”) expenses increased $3729.27 million, or 97.56%, to $~~426~~422.83 million for the three months ended ~~September~~March 3031, ~~2024~~2025 from $~~389~~392.6 million for the three months ended ~~September~~March 3031, ~~2023~~2024, primarily due to higher compensation ~~costs~~and employee benefit expenses, higher rent and maintenance expenses, as well as planned increases in professional fees and information technology (“IT”) expenses ~~and~~associated ~~consulting~~with ~~fees related to Graybar Connect,~~ our multi-year, strategic business transformation project (“Graybar Connect”). SG&A expenses as a percentage of net sales ~~increased~~decreased to 14.3% for the ~~third~~first quarter of ~~2024~~2025, compared to 1314.74% for the same ~~three-month~~quarter ~~period~~ in ~~2023~~2024.

~~Income~~As a result of the increase in SG&A expenses, income from operations decreased $114.65 million, or 73.12%, to $~~151~~138.32 million for the three months ended ~~September~~March 3031, ~~2024~~2025, from $~~162~~142.97 million for the same three-month period last year. ~~The~~Net ~~increase in gross margin was less than the increase in SG&A expenses, resulting in a decrease in net~~ income attributable to Graybar ~~for~~decreased ~~the~~by ~~three months ended September 30, 2024 of~~ $74.53 million, or 6.4.1%, to $~~110~~100.29 million for the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30,~~2025 ~~2024,~~ compared to $~~117~~105.72 million for the same three-month period last year.

~~Net~~Amid ~~sales~~ongoing ~~for~~economic ~~the nine months ended September 30~~uncertainty, ~~2024~~we ~~were~~continue ~~$8,717.5~~to ~~million,~~see andemand ~~increase~~for ofour ~~$400.2~~products ~~million~~and services, orparticularly ~~4.8%,~~in ~~from~~areas ~~net~~such ~~sales~~as ofdata $8centers,~~317.3~~ ~~million~~electrification ~~for~~and ~~the~~industrial ~~same nine-month period last year~~automation. ~~Gross~~We ~~margin~~remain ~~for~~focused ~~the~~on ~~nine~~serving ~~months~~our ~~ended~~customers ~~September 30,~~and ~~2024~~managing ~~was~~our ~~$1,731.0~~business ~~million~~wisely, anas ~~increase~~we ofwork ~~$54.3 million, or 3.2%, compared~~ to ~~gross~~transform ~~margin~~our ofcompany ~~$1,676.7 million~~ for ~~the~~future ~~same nine-month period last year~~success. ~~Gross~~We ~~margin~~believe ~~rate~~our ~~was~~strategic ~~19.9%~~investments ~~for~~in ~~the~~Graybar ~~nine-month~~Connect ~~period~~will ~~ended~~provide ~~September 30,~~a ~~2024,~~robust ~~compared~~technology toand ~~20.2%~~process ~~for~~framework ~~the nine months ended September 30, 2023. Net income attributable~~ to ~~Graybar~~support ~~for~~our ~~the~~long-term ~~nine~~growth ~~months~~and ~~ended September 30~~profitability, ~~2024~~while ~~was~~enhancing ~~$325.8~~the ~~million,~~customer aexperience ~~decrease~~and ofsolidifying ~~$40.9~~our ~~million,~~position oras ~~11.2%,~~an ~~from~~industry ~~net income attributable to Graybar of $366~~leader.7 ~~million for the same nine-month period last year.~~

We continue to see demand for our products and services, even as the markets we serve are affected by ongoing skilled labor shortages, rising costs and economic uncertainty. As we invest in our long-term growth and Graybar Connect, we remain focused on serving our customers, managing our business wisely, and pursuing opportunities to strengthen our industry leadership position.

Consolidated Results of Operations

Three Months Ended ~~September~~March 3031, ~~2024~~2025 Compared to Three Months Ended ~~September~~March 3031, ~~2023~~2024

The following table sets forth certain information relating to our operations stated in millions of dollars and as a percentage of net sales for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Three Months Ended ‎September 30, 2024				Three Months Ended ‎September 30, 2023
	Three Months Ended ‎March 31, 2025				Three Months Ended ‎March 31, 2024
	Dollars		Percent		Dollars		Percent
Net Sales	$	2,~~979~~949.58	100.0	%	$	2,~~852~~732.67	100.0	%
Cost of merchandise sold		(2,~~382~~374.38)	(80.05)			(2,~~283~~184.7)	(8079.19)
Gross Margin		~~597~~575.20	2019.05			~~568~~548.90	1920.91
Selling, general and administrative expenses		(~~426~~422.83)	(14.3)			(~~389~~392.6)	(1314.74)
Depreciation and amortization		(2021.21)	(0.7)			(1819.03)	(0.67)
Other income, net		1.1	0.1			1.6	0.1
Other operating income, net		6.6	0.2			6.6	0.2
Income from Operations		~~151~~138.32	54.17			~~162~~142.97	5.72
Non-operating expenses, net		(01.86)	—(0.1)			(20.74)	~~(0.1)~~—
Income before Provision for Income Taxes		~~150~~136.56	54.16			~~160~~142.23	5.62
Provision for income taxes		(4035.05)	(1.42)			(4236.18)	(1.53)
Net Income		~~110~~101.51	3.74			~~118~~105.15	43.19
Net income attributable to noncontrolling interests		(0.32)	—			(0.43)	—
Net Income attributable to Graybar Electric Company, Inc.	$	~~110~~100.29	3.74	%	$	~~117~~105.72	43.19	%

Net sales increased to $2,~~979~~949.58 million for the ~~quarter~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to $2,~~852~~732.67 million for the ~~quarter~~three months ended ~~September~~March 3031, ~~2023~~2024, an increase of $~~126~~217.91 million, or 47.49%. ~~For~~Net ~~the three months ended September 30, 2024, net~~ sales in our construction, CIG, and industrial & utility vertical markets increased by 59.52%, 05.91%, and 57.5%, respectively, ~~when~~for the three months ended March 31, 2025, compared to the same three-month period of ~~2023~~2024.

18Gross margin increased $27.0 million, or 4.9%, to $575.0 million from $548.0 million for the three months ended March 31, 2025, compared to the same period of 2024. Our gross margin as a percentage of net sales was 19.5% for the three months ended March 31, 2025, down from 20.1% for the same three-month period in 2024 primarily due to competitive pricing pressures.

~~Gross~~SG&A ~~margin~~expenses increased $2829.37 million, or 57.06%, to $~~597~~422.23 million, ~~from $568.9 million~~ for the three months ended ~~September~~March 3031, ~~2024~~2025, compared to ~~the same period of 2023~~$392. ~~Our~~6 ~~gross~~million ~~margin as a percentage of net sales was 20.0%~~ for the three months ended ~~September~~March 3031, 2024, upmainly ~~from~~due ~~19.9%~~to ~~for~~higher ~~the~~compensation ~~same~~and ~~three-month~~employee ~~period~~benefit inexpenses, ~~2023.~~higher

SG&A expenses increased $37.2 million, or 9.5%, to $426.8 million in the third quarter of 2024 from $389.6 million in the third quarter of 2023, primarily due to higher compensation costs, and an increase in IT expenses and consulting fees associated with Graybar Connect. SG&A expenses as a percentage of net sales were 14.3% for the three months ended September 30, 2024, up from 13.7% for the three months ended September 30, 2023.15

~~Depreciation~~rent and ~~amortization~~maintenance ~~for~~expenses, ~~the~~and ~~three~~planned ~~months~~increases ~~ended~~in ~~September 30,~~professional ~~2024~~fees ~~increased~~and ~~$2.2~~IT ~~million,~~expenses orassociated ~~12.2%,~~with toGraybar ~~$20~~Connect.2 SG&A ~~million~~expenses ~~from~~as ~~$18.0~~a ~~million,~~percentage ~~compared~~of tonet ~~the~~sales ~~same~~were ~~period~~14.3% infor ~~2023~~the ~~primarily~~three ~~due~~months toended ~~higher~~March 31, ~~amortization~~2025, ~~expense~~down offrom ~~intangible~~14.4% ~~assets~~for ~~associated~~the ~~with~~three ~~our~~months ~~acquisitions~~ended ~~and an increase in property~~March 31, ~~at cost~~2024.

~~Income~~Depreciation ~~before~~and ~~provision~~amortization for ~~income taxes totaled $150.5 million for~~ the three months ended ~~September~~March 3031, ~~2024,~~2025 aincreased ~~decrease of~~ $91.78 million, or 69.13%, to $21.1 million from $~~160~~19.23 million for the same three-month ~~months~~period ~~ended~~in ~~September 30,~~2024 ~~2023~~ primarily due to ~~our~~higher amortization expense of intangible assets and an increase in ~~SG&A~~depreciation ~~expenses,~~expense ~~partially~~due ~~offset~~to byan ~~our~~ increase in ~~gross~~property, ~~margin~~at cost.

~~Our~~Income ~~total~~before provision for income taxes ~~decreased~~totaled $2136.16 million, ~~or 5.0%, to $40.0 million~~ for the three months ended ~~September~~March 3031, ~~2024~~2025, ~~compared~~a todecrease of $425.17 million, ~~for~~or ~~the same period of 2023~~4. ~~This~~0%, ~~decrease~~from ~~in our provision for income taxes was due to lower pretax income~~$142. ~~Our~~3 ~~effective~~million ~~tax rate was 26.6%~~ for the three months ended ~~September~~March 3031, 2024~~, compared to 26~~.~~3% for the same period of 2023.~~ The ~~effective~~decrease ~~tax rate for the three months ended September 30, 2024~~ was ~~higher~~primarily ~~than~~due ~~the~~to ~~21.0%~~an ~~U.S.~~increase ~~federal~~in ~~statutory~~SG&A ~~rate~~expenses, ~~primarily~~partially ~~due~~offset toby ~~state,~~our ~~local~~increase ~~and~~in ~~foreign~~gross ~~income taxes~~margin.

~~Net~~Our total provision for income ~~attributable~~taxes todecreased ~~Graybar~~$1.3 ~~Electric~~million, ~~Company~~or 3.5%, ~~Inc~~to $35.5 million for the three months ended ~~September~~March 3031, ~~2024~~2025, ~~decreased~~compared to $736.58 million, orfor 6the same period in 2024.4 The decrease in our provision for income taxes year over year resulted from decreased pretax income. Our year-to-date effective tax rate was 26.0% for the three months ended March 31, 2025 compared to ~~$110~~25.29% ~~million~~for ~~from $117~~2024.7 The ~~million~~effective tax rate for the three months ended ~~September~~March 3031, ~~2023~~2025 was higher than the 21.0% U.S. federal statutory rate primarily due to state, local, and foreign income taxes.

~~Nine~~Net ~~Months~~income ~~Ended~~attributable ~~September~~to Graybar Electric Company, Inc. for the three-month period ended March 3031, ~~2024~~2025 ~~Compared~~decreased $4.3 million, or 4.1%, to ~~Nine~~$100.9 ~~Months~~million ~~Ended~~from ~~September~~$105.2 million for the three months ended March 3031, ~~2023~~2024.

The following table sets forth certain information relating to our operations stated in millions of dollars and as a percentage of net sales for the nine months ended September 30, 2024 and 2023:

	Nine Months Ended ‎September 30, 2024				Nine Months Ended ‎September 30, 2023
	Dollars		Percent		Dollars		Percent
Net Sales	$	8,717.5	100.0	%	$	8,317.3	100.0	%
Cost of merchandise sold		(6,986.5)	(80.1)			(6,640.6)	(79.8)
Gross Margin		1,731.0	19.9			1,676.7	20.2
Selling, general and administrative expenses		(1,235.8)	(14.2)			(1,126.9)	(13.5)
Depreciation and amortization		(59.9)	(0.7)			(47.6)	(0.6)
Other income, net		8.7	0.1			3.5	—
Income from Operations		444.0	5.1			505.7	6.1
Non-operating expenses, net		(2.9)	(0.1)			(8.6)	(0.1)
Income before Provision for Income Taxes		441.1	5.0			497.1	6.0
Provision for income taxes		(114.5)	(1.3)			(129.6)	(1.6)
Net Income		326.6	3.7			367.5	4.4
Net income attributable to noncontrolling interests		(0.8)	—			(0.8)	—
Net Income attributable to Graybar Electric Company, Inc.	$	325.8	3.7	%	$	366.7	4.4	%

Net sales increased to $8,717.5 million for the nine months ended September 30, 2024, compared to $8,317.3 million for the nine months ended September 30, 2023, an increase of $400.2 million, or 4.8%. Net sales in our construction and industrial & utility vertical markets increased by 8.5%, and 2.9%, respectively, for the nine months ended September 30, 2024, compared to the same nine-month period of 2023. Net sales in our CIG vertical market decreased by 2.7% for the nine months ended September 30, 2024, compared to the same nine-month period of 2023.

Gross margin increased $54.3 million, or 3.2%, to $1,731.0 million from $1,676.7 million for the nine months ended September 30, 2024, compared to the same period of 2023. Our gross margin as a percentage of net sales was 19.9% for the nine

months ended September 30, 2024, down from 20.2% for the same nine-month period in 2023 primarily due to competitive pricing pressures.

SG&A expenses increased $108.9 million, or 9.7%, to $1,235.8 million, for the nine months ended September 30, 2024, compared to $1,126.9 million for the nine months ended September 30, 2023, mainly due to higher compensation costs, as well as an increase in IT expenses and consulting fees associated with Graybar Connect. SG&A expenses as a percentage of net sales were 14.2% for the nine months ended September 30, 2024, up from 13.5% for the nine months ended September 30, 2023.

Depreciation and amortization for the nine months ended September 30, 2024 increased $12.3 million, or 25.8%, to $59.9 million from $47.6 million for the same nine-month period in 2023 primarily due to higher amortization expense of intangible assets associated with our acquisitions and an increase in property, at cost.

Other income, net totaled $8.7 million for the nine months ended September 30, 2024, compared to $3.5 million for the nine months ended September 30, 2023. Other income, net consists primarily of gains or losses on the disposal of property, trade receivable interest charges to customers, and other miscellaneous income items related to our business activities. The increase in other income, net was primarily due to a $6.5 million gain on the sale of property, which had been previously classified as an asset held for sale, during the nine-month period ended September 30, 2024.

Income before provision for income taxes totaled $441.1 million for the nine months ended September 30, 2024, a decrease of $56.0 million, or 11.3%, from $497.1 million for the nine months ended September 30, 2023. The decrease was primarily due to our increase in SG&A expenses, partially offset by our increase in gross margin.

Our total provision for income taxes decreased $15.1 million, or 11.7%, to $114.5 million for the nine months ended September 30, 2024, compared to $129.6 million for the same period in 2023. The decrease in our provision for income taxes year over year resulted from decreased pretax income. Our year-to-date effective tax rate was 26.0% for the nine months ended September 30, 2024 compared to 26.1% for 2023. The effective tax rate for the nine months ended September 30, 2024 was higher than the 21.0% U.S. federal statutory rate primarily due to state, local, and foreign income taxes.

Net income attributable to Graybar Electric Company, Inc. for the nine-month period ended September 30, 2024 decreased $40.9 million, or 11.2%, to $325.8 million from $366.7 million for the nine months ended September 30, 2023.

Financial Condition and Liquidity

We manage our liquidity and capital levels so that we have the capability to invest in the growth of our business, meet debt service obligations, ~~fund acquisitions,~~ finance anticipated capital expenditures, finance information technology needs, pay dividends, make benefit payments, fund acquisitions, and finance other miscellaneous cash outlays. We believe that maintaining a strong company financial condition enables us to competitively access multiple financing channels and invest in strategic long-term growth plans.

We have historically funded our working capital requirements using cash flows generated from the collection of trade receivables and trade accounts payable terms with our suppliers, supplemented by short-term borrowings on our revolving credit facility, if necessary. Acquisitions and capital expenditures have been financed primarily with cash from working capital management and short-term borrowings on our revolving credit facility.

Our cash and cash equivalents at ~~September~~March 3031, ~~2024~~2025 were $~~202~~250.45 million, compared to $9890.64 million at December 31, ~~2023~~2024, an increase of $~~103~~160.81 million. The increase in cash on hand at ~~September~~March 3031, ~~2024~~2025 from December 31, ~~2023~~2024 is reflective of strong cash flows from operating activities as a result of effective working capital management. As a result, we had no short-term borrowings at ~~September~~March 3031, ~~2024~~2025 ~~and~~compared to short-term borrowings of $22.0 million under the Credit Agreement at December 31, ~~2023~~2024. Current assets exceeded current liabilities by $1,~~172~~160.68 million at ~~September~~March 3031, ~~2024~~2025, an increase of $~~152~~86.06 million, or 148.91%, from $1,~~020~~074.62 million at December 31, ~~2023~~2024.

Operating Activities

Net cash flows provided by operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was $~~304~~182.27 million, compared to net cash flows provided by operating activities of $~~416~~165.53 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, aan ~~decrease~~increase of $~~112~~17.34 million, or 10.5%. Net cash provided by operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was primarily attributable to net income of $~~326~~101.61 million, adjusted for non-cash depreciation and amortization expenses of $5921.91 million, and an increase in trade accounts payable of $~~112~~163.16 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, partially offset by an increase in trade receivables of $~~133~~69.41 million and a decrease in ~~non-current~~accrued ~~liabilities~~payroll and benefit costs of $6254.50 million from December 31, ~~2023~~2024 to ~~September~~March 3031, ~~2024~~2025.

20The average number of days of sales in trade receivables for the quarter ended March 31, 2025 increased moderately compared to the quarter ended March 31, 2024. The days in inventory improved moderately for the quarter ended March 31, 2025 compared to the quarter ended March 31, 2024.

The average number of days of sales in trade receivables for the quarter ended September 30, 2024 improved moderately compared to the quarter ended September 30, 2023. The days in inventory improved significantly for the quarter ended September 30, 2024 compared to the quarter ended September 30, 2023.

Investing Activities

Net cash used by investing activities totaled $~~171~~0.19 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to net cash used by investing activities of $~~463~~92.15 million for the same ~~nine~~three-month period in ~~2023~~2024, a decrease of $~~292~~91.06 million. Cash used by investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was ~~primarily~~ the result of ~~amounts attributable to acquisitions of $146.3 million and~~ capital expenditures of $3714.9 million, ~~partially~~and ~~offset by proceeds from the disposal of property of $13.7 million. Cash used by investing activities for the nine months ended September 30, 2023 was primarily the result of~~ amounts attributable to acquisitions of $~~380~~2.2 million, ~~capital~~partially ~~expenditures~~offset ofby ~~$58.7~~insurance ~~million,~~proceeds ~~and~~received anfrom ~~investment~~a inproperty anclaim ~~employee deferred compensation trust~~ of $2510.04 million. and proceeds

from the disposal of property of $5.8 million. Cash used by investing activities for the three months ended March 31, 2024 was the result of amounts attributable to acquisitions of $84.1 million and capital expenditures of $21.3 million, partially offset by proceeds from the disposal of property of $12.9 million.

Financing Activities

Net cash used by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 totaled $2921.37 million, compared to net cash ~~provided~~used by financing activities of $503.59 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, an increase of $17.8 million. ~~There~~The increase in cash used was noprimarily due to net ~~change~~payments inon short-term borrowings ~~for~~of $22.0 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to ano net ~~increase~~change in short-term borrowings ~~of $70.4 million~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. Cash dividends paid were $299.18 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to $249.27 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

Liquidity

Our cash and cash equivalents at ~~September~~March 3031, ~~2024~~2025 were $~~202~~250.45 million, compared to $9890.64 million at December 31, ~~2023~~2024. We also had a $750.0 million unsecured, committed revolving credit facility (“~~Amended~~ Credit Agreement”) with $~~744~~745.79 million in available capacity at ~~September~~March 3031, ~~2024~~2025, compared to available capacity of $~~746~~724.42 million at December 31, ~~2023 under the Credit Agreement~~2024. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we also had two uncommitted, unsecured private placement shelf agreements ("Shelf Agreements"). One of the Shelf Agreements is expected to allow us to issue senior promissory notes up to $200.0 million to PGIM, Inc. at fixed rate terms to be agreed upon at the time of any issuance during a three-year issuance period ending in August 2026. Our other Shelf Agreement is expected to allow us to issue senior promissory notes up to $200.0 million to MetLife Investment Management, LLC, and MetLife Investment Management Limited (collectively, “MetLife”) and each other MetLife affiliate that becomes party to the agreement at fixed or floating rate economic terms to be agreed upon at the time of any issuance during a three-year issuance period~~. On~~ ~~June~~ending ~~25,~~in ~~2024, we amended the MetLife Shelf Agreement to, among other things, increase availability from $150.0 million to $200.0 million, and extend the issuance period to~~ June 2027, and thereafter, for successive three-year periods until either party notifies the other party at least 30 days prior to the then applicable stated period end date of its intent not to extend.

We have not issued any notes under the Shelf Agreements as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. For further discussion related to our ~~Amended~~ Credit Agreement and our Shelf Agreements, refer to Note 5, "Debt", of the notes to the condensed consolidated financial statements located in Item 1., “Financial Statements”, of this Quarterly Report on Form 10-Q.

We had total letters of credit of $119.18 million outstanding at ~~September~~March 3031, ~~2024~~2025, of which $54.31 million were issued under the ~~Amended~~ Credit Agreement. We had total letters of credit of $9.46 million at December 31, ~~2023~~2024, of which $3.68 million were issued under the Credit Agreement. The letters of credit are issued primarily to support certain workers' compensation insurance policies and support performance under certain customer contracts.

New Accounting Standards Updates

Our adoption of new accounting standards is discussed in Note 2, "Summary of Significant Accounting Policies", of the notes to the condensed consolidated financial statements located in Item 1., "Financial Statements", of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the policies, procedures, controls, or risk profile from those provided in Item 7A., “Quantitative and Qualitative Disclosures About Market Risk”, of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~September~~March 3031, ~~2024~~2025, was performed under the supervision and with the participation of management. Based on that evaluation, our management, including the Principal Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

During the nine months ended September 30, 2024, we completed four acquisitions which operated under their own set of systems and internal controls. Management is in process of evaluating and integrating the internal controls of the acquired businesses during the first year of the business combination into our internal controls framework. 17

(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are likely to materially affect, our internal control over financial reporting.
‎

2218

PART II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. Since 1928, substantially all of the issued and outstanding shares of common stock have been held of record by voting trustees under successive voting trust agreements. A new Voting Trust Agreement was established effective March 3, 2017, which expires by its terms on March 1, 2027, because under applicable New York law, a voting trust may not have a term greater than ten years. At ~~September~~March 3031, ~~2024~~2025, approximately 83% of our outstanding common stock was held in the voting trust. The participation of shareholders in the voting trust is voluntary at the time the voting trust is created, but is irrevocable during its term. Shareholders who elect not to participate in the voting trust hold their common stock as shareholders of record. Shareholders may elect to participate in the voting trust at any time during the term of the voting trust.

No holder of our common stock or voting trust interests representing our common stock ("common stock", "common shares", or "shares") may sell, transfer, or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any cause other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.

The following table sets forth information regarding purchases of common stock by the Company, all of which were made pursuant to the foregoing provisions:

Issuer Purchases of Equity Securities

Period	Total Number of‎Shares Purchased	Average‎Price Paid‎Per Share	Total Number of Shares‎Purchased as Part of Publicly‎Announced Plans or Programs
July 1 - July 31, 2024	38,212	$20.00	N/A
January 1 - January 31, 2025	50,353	$20.00	N/A
August 1 - August 31, 2024	92,319	$20.00	N/A
February 1 - February 28, 2025	84,271	$20.00	N/A
September 1 - September 30, 2024	141,577	$20.00	N/A
March 1 - March 31, 2025	67,691	$20.00	N/A
Total	~~272~~202,~~108~~315	$20.00	N/A

Item 5. Other Information.

(c)None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended ~~September~~March 3031, ~~2024~~2025. Such arrangements would not apply to the Company because no holder of our shares may sell, transfer or otherwise dispose of our shares without first offering the Company the option to purchase those shares at the price at which they were issued.

‎

2319

Item 6. Exhibits.

3.1		Restated Certificate of Incorporation, as amended, filed as Exhibit 3.1 to ~~date~~the Company’s Quarterly Report on Form 10-Q dated October 28, 2024 (Commission File No. 000-00255) and incorporated herein by reference.
3.2		By-laws as amended through March 812, ~~2023~~2025, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K dated March 812, ~~2023~~2025 (Commission File No. 000-00255) and incorporated herein by reference.
4		Voting Trust Agreement, dated as of March 3, 2017, a form of which is attached as Exhibit A to the Prospectus dated January 6, 2017, constituting a part of the Company's Registration Statement on Form S-1/A (Registration No. 333-214560), and incorporated herein by reference.
9		Voting Trust Agreement dated as of March 3, 2017, included at Exhibit 4 above.
10		Management Incentive Plan effective January 1, 2025*
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer
101.INS		XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL contained in Exhibit 101)
		* Compensation arrangement

‎

2420

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			GRAYBAR ELECTRIC COMPANY, INC.
	October 28, 2024		/s/ Kathleen M. Mazzarella
	April 24, 2025		/s/ Kathleen M. Mazzarella
	Date		Kathleen M. Mazzarella
			President and Chief Executive Officer(Principal Executive Officer)
	October 28, 2024		/s/ David M. Meyer
	April 24, 2025		/s/ David M. Meyer
	Date		David M. Meyer
			Senior Vice President and Chief Financial Officer(Principal Financial Officer)

2521

Filing Compare · GRAYBAR ELECTRIC CO INC