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 ~~June~~September 30, 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 ~~July~~October 15, 2025: 32,~~387~~281,~~422~~646 (Number of Shares)

Graybar Electric Company, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the Period Ended ~~June~~September 30, 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	89
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1718
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2122
	Item 4.	Controls and Procedures		2122
PART II.	OTHER INFORMATION
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2324
	Item 5.	Other Information		2324
	Item 6.	Exhibits		2425
	Signatures			2526

‎

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	(Unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(Stated in millions, except per share data)	2025		2024		2025		2024
Net Sales	$	3,~~369~~298.98	$	32,~~005~~979.35	$	69,~~319~~618.75	$	58,~~738~~717.05
Cost of merchandise sold		(2,~~730~~660.10)		(2,~~419~~382.53)		(57,~~104~~764.9)		(46,~~604~~986.25)
Gross Margin		~~639~~638.8		~~585~~597.82		1,~~214~~853.86		1,~~133~~731.80
Selling, general and administrative expenses		(~~433~~449.18)		(~~416~~426.48)		(~~855~~1,305.42)		(~~809~~1,235.08)
Depreciation and amortization		(21.59)		(20.42)		(4264.65)		(3959.79)
Other operating income, net		1.8		1.0		8.4		7.6
Other operating (expense) income, net		(6.8)		1.1		1.6		8.7
Income from Operations		~~187~~160.03		~~150~~151.03		~~325~~485.25		~~292~~444.70
Non-operating expenses, net		(10.3)		(10.78)		(23.92)		(2.19)
Income before Provision for Income Taxes		~~185~~160.70		~~148~~150.35		~~322~~482.3		~~290~~441.61
Provision for income taxes		(4740.34)		(3740.70)		(82123.82)		(74114.5)
Net Income		~~138~~119.46		110.65		~~239~~359.51		~~216~~326.16
Net income attributable to noncontrolling interests		(0.3)		(0.23)		(0.58)		(0.58)
Net Income attributable to Graybar Electric Company, Inc.	$	~~138~~119.13	$	110.42	$	~~239~~358.03	$	~~215~~325.68
Net Income attributable to Graybar Electric Company, Inc. per share of Common Stock	$	43.2668	$	3.42	$	711.3604	$	610.6608
Cash Dividends per share of Common Stock	$	0.30	$	0.30	$	0.6090	$	0.6090
Average Common Shares Outstanding		32.54		32.42		32.5		32.43

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 ‎June 30,				Six Months Ended ‎June 30,
	Three Months Ended ‎September 30,				Nine Months Ended ‎September 30,
(Stated in millions)	2025		2024		2025		2024
Net Income	$	~~138~~119.46	$	110.65	$	~~239~~359.51	$	~~216~~326.16
Other Comprehensive Income (Loss)
Other Comprehensive (Loss) Income
Foreign currency translation		10(4.63)		(12.8)4		106.96		(53.95)
Pension and postretirement benefits liability adjustments (net of‎ tax of $(0.6), $(0.6), $(1.2) and $(1.0) respectively)		1.9		1.7		3.7		2.8
Pension and postretirement benefits liability adjustments (net of‎ tax of $(0.7), $(0.5), $(1.9) and $(1.5) respectively)		1.8		1.4		5.5		4.2
Total Other Comprehensive Income (Loss)		12.5		(0.1)		14.6		(3.1)
Total Other Comprehensive (Loss) Income		(2.5)		3.8		12.1		0.7
Comprehensive Income	$	~~150~~117.91	$	~~110~~114.53	$	~~254~~371.12	$	~~213~~327.03
Less: Comprehensive income attributable to noncontrolling‎ interests, net of tax		0.62		0.24		01.91		0.48
Comprehensive Income attributable to Graybar Electric Company, Inc.	$	~~150~~116.39	$	~~110~~113.39	$	~~253~~370.21	$	~~212~~326.65

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

			June 30,		December 31,
			September 30,		December 31,
(Stated in millions, except share and per share data)			2025		2024
ASSETS				(Unaudited)
Current Assets
Cash and cash equivalents			$	~~203~~416.26	$	90.4
Trade receivables (less allowances of $14.6 and $15.2, respectively)				2,074.2		1,820.3
Trade receivables (less allowances of $14.5 and $15.2, respectively)				2,100.6		1,820.3
Merchandise inventory				~~925~~959.41		902.2
Other current assets				96134.56		87.0
Total Current Assets				3,~~299~~610.39		2,899.9
Property, at cost
Land				95.62		95.4
Buildings				~~580~~589.30		577.9
Furniture and fixtures				~~357~~352.52		342.3
Software				~~155~~60.96		154.4
Finance leases				67.81		6.8
Total Property, at cost				1,~~196~~104.1		1,176.8
Accumulated depreciation and amortization				(~~719~~627.56)		(698.9)
Net Property				476.65		477.9
Operating Lease Right-of-use Assets				~~237~~240.74		232.9
Goodwill				~~234~~235.01		232.2
Intangible Assets (less accumulated amortization of $75.1 and $62.1, respectively)				298.0		310.5
Intangible Assets (less accumulated amortization of $81.5 and $62.1, respectively)				294.7		310.5
Other Non-current Assets				~~184~~156.50		153.8
Total Assets			$	45,~~730~~013.16	$	4,307.2
LIABILITIES
Current Liabilities
Short-term borrowings			$	—	$	22.0
Trade accounts payable				1,~~520~~571.51		1,294.0
Accrued payroll and benefit costs				~~122~~186.2		207.5
Current operating lease liabilities				5859.31		55.7
Other current liabilities				315.6		246.5
Deferred revenue				113.0		65.5
Total Current Liabilities				2,016.6		1,825.7
Other current liabilities				281.7		181.0
Postretirement Benefits Liability				54.2		54.1
Total Current Liabilities				2,211.1		1,825.7
Pension Liability				116.4		129.0
Postretirement Benefits Liability				54.1		54.1
Non-current Operating Lease Liabilities				198.4		194.9
Pension Liability				97.8		129.0
Other Non-current Liabilities				55.8		55.9
Non-current Operating Lease Liabilities				201.5		194.9
Total Liabilities				2,441.4		2,259.6
Other Non-current Liabilities				52.3		55.9
Total Liabilities				2,616.8		2,259.6
SHAREHOLDERS’ EQUITY
	Shares at
Capital Stock	~~June~~September 30, 2025	December 31, 2024
Common, stated value $20.00 per share
Authorized	50,000,000	50,000,000
Issued to voting trustees	27,~~432~~594,~~538~~050	26,656,527
Issued to shareholders	5,~~662~~692,~~224~~913	5,533,939
In treasury, at cost	(~~675~~901,~~607~~728)	(57,751)
Outstanding Common Stock	32,~~419~~385,~~155~~235	32,132,715		~~648~~647.47		642.7
Advance Payments on Subscriptions to Common Stock				1.3		—
Retained Earnings				1,~~834~~943.49		1,614.9
Accumulated Other Comprehensive Loss				(~~203~~205.59)		(217.7)
Total Graybar Electric Company, Inc. Shareholders’ Equity				2,~~280~~387.60		2,039.9
Noncontrolling Interests				89.18		7.7
Total Shareholders’ Equity				2,~~288~~396.78		2,047.6
Total Liabilities and Shareholders’ Equity			$	45,~~730~~013.16	$	4,307.2

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)
	Six Months Ended June 30,
	Nine Months Ended September 30,
(Stated in millions)	2025		2024
Cash Flows from Operating Activities
Net Income	$	~~239~~359.51	$	~~216~~326.16
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		4264.65		3959.79
Non-cash operating lease expense		3147.21		2944.45
Deferred income taxes		117.70		(415.7)2
Net gain on disposal of property		(5.42)		(6.62)
Earnings on investment in employee deferred compensation trust		(0.6)		(0.7)
Losses on impairment of assets		0.3		—
Net income attributable to noncontrolling interests		(0.5)		(0.5)
Earnings on investment in employee deferred compensation trust		(0.9)		(1.0)
Net income attributable to noncontrolling interests		(0.8)		(0.8)
Changes in assets and liabilities:
Trade receivables		(~~264~~288.01)		(~~151~~133.14)
Merchandise inventory		(2255.98)		7226.37
Other current assets		(846.97)		(1022.86)
Other non-current assets		(3219.19)		(2944.38)
Trade accounts payable		~~226~~276.5		~~145~~112.1
Accrued payroll and benefit costs		(8521.3)		(7419.93)
Other current liabilities		79155.69		39.68
Non-current liabilities		(3772.49)		(3462.85)
Total adjustments to net income		~~(75~~49.5)7		(2322.34)
Net cash provided by operating activities		~~164~~408.08		~~192~~304.82
Cash Flows from Investing Activities
Proceeds from disposal of property		6.20		13.57
Capital expenditures for property		(2643.76)		(2237.29)
Insurance proceeds from property claim		10.4		—
Amounts attributable to acquisitions		(27.2)		(~~123~~146.93)
Investment in employee deferred compensation trust		(1.1)		—(0.6)
Net cash used by investing activities		(1335.45)		(~~132~~171.61)
Cash Flows from Financing Activities
Net decrease in short-term borrowings		(22.0)		—
Principal payments under finance arrangements		(0.47)		(1.02)
Payment of deferred financing fees		(2.4)		—
Sales of common stock		1923.42		1923.0
Purchases of common stock		(1216.49)		(1319.72)
Purchases of noncontrolling interests’ common stock		(0.5)		(0.5)
Sales of noncontrolling interests’ common stock		1.6		—
Dividends paid		(19.5)		(19.4)
Purchases of noncontrolling interests’ common stock		(0.6)		(0.5)
Dividends paid		(29.3)		(29.1)
Contingent consideration paid		—		(2.3)
Net cash used by financing activities		(3747.81)		(1729.93)
Net Increase in Cash		~~112~~326.82		42103.38
Cash, Beginning of Year		90.4		98.6
Cash, End of Period	$	~~203~~416.26	$	~~140~~202.94
Non-cash Investing and Financing Activities
Acquisitions of equipment under finance leases	$	0.26	$	—
Acquisitions of assets under operating leases	$	3554.76	$	2147.73

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
Net income						138.1				0.3		138.4
Other comprehensive income								12.2		0.3		12.5
Stock issued		4.6										4.6
Stock purchased		(8.3)								—		(8.3)
Advance payments				(0.1)								(0.1)
Dividends declared						(9.7)						(9.7)
June 30, 2025	$	648.4	$	1.3	$	1,834.4	$	(203.5)	$	8.1	$	2,288.7
	Graybar Electric Company, Inc. Shareholders’ Equity
Net income						119.3				0.3		119.6
			Common				Accumulated
Other comprehensive loss								(2.4)		(0.1)		(2.5)
			Stock				Other				Total
Stock issued		3.8								1.6		5.4
	Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
Stock purchased		(4.5)								(0.1)		(4.6)
	Stock		Unissued		Earnings		Loss		Interests		Equity
Dividends declared						(9.8)						(9.8)
December 31, 2023	$	641.3	$	—	$	1,417.1	$	(177.9)	$	7.8	$	1,888.3
September 30, 2025	$	647.7	$	1.3	$	1,943.9	$	(205.9)	$	9.8	$	2,396.8
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

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, 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

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, industrial, and automation and connectivity 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, 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, 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.

Reclassification

A reclassification has been made to prior year's financial information to conform to the September 30, 2025 presentation. This change consisted of disaggregating deferred revenue from other current liabilities into a separate caption within the December 31, 2024 consolidated balance sheet. The reclassification had no effect on total assets or liabilities as of December 31, 2024.

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 had 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 was applied retrospectively to all periods presented in the financial statements. The adoption of this Update did not have a material impact on consolidated financial statements.

82023, and for interim periods beginning after December 15, 2024. The guidance was applied retrospectively to all periods presented in the financial statements. The adoption of this Update did not have a material impact on consolidated 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. 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 annual income tax footnote disclosures.

In ~~March~~November 2024, the ~~SEC~~FASB issued ~~final~~ASU ~~climate~~2024-~~related~~04, ~~disclosure~~“Income ~~rules~~Statement ~~requiring~~– ~~disclosure~~Reporting ofComprehensive ~~material~~Income ~~climate-related~~– ~~risks,~~Expense ~~board~~Disaggregation ~~and~~Disclosures ~~management~~(Subtopic ~~governance~~220-40): Disaggregation of ~~such~~Income ~~risks,~~Statement ~~and~~Expenses” ~~material~~which ~~direct~~requires ~~and~~public ~~indirect~~business ~~greenhouse~~entities ~~gas~~to ~~emissions. Disclosures will be made prospectively~~disclose, ~~with~~on ~~phased-in~~an ~~effective~~annual ~~dates~~and ~~starting~~interim ~~with~~basis, ~~fiscal~~disaggregated ~~years~~information ~~beginning~~about oncertain orincome ~~after~~statement ~~January~~expense 1,line ~~2025~~items. ~~The~~Public ~~SEC~~business ~~voluntarily~~entities ~~delayed~~are ~~the~~required ~~implementation~~to ofdisclose ~~the~~purchases ~~climate-related~~of ~~disclosure~~inventory, ~~rules~~employee incompensation, ~~April 2024~~depreciation, ~~pending~~intangible ~~review~~asset ofamortization ~~the~~and ~~rules~~depletion byfor ~~the~~each ~~Court~~income ofstatement ~~Appeals~~line ~~for~~item ~~the~~that ~~Eighth~~contains ~~Circuit~~those expenses. OnSpecified ~~February 11~~expenses, ~~2025,~~gains ~~the~~or ~~Acting~~losses ~~Chairman~~that ofare ~~the~~already ~~SEC~~disclosed ~~announced~~under ~~that~~existing heGAAP ~~had~~are ~~directed~~required ~~the Commission staff~~ to ~~request~~be ~~the~~included ~~Court~~in ~~not to schedule~~ the ~~case~~disaggregated ~~for~~income ~~argument~~statement inexpense ~~order~~line toitem ~~provide~~disclosures, ~~time~~and ~~for~~any ~~the~~remaining ~~Commission~~amounts need to ~~determine~~be ~~appropriate~~described ~~next steps in the case~~qualitatively. InSeparate ~~March~~disclosures ~~2025,~~of ~~the~~total ~~Commission~~selling ~~announced~~expenses ~~that~~and itan ~~would~~entity’s nodefinition ~~longer~~of ~~defend~~those ~~the~~expenses ~~rules,~~are ~~and~~also ~~several~~required. The ~~states~~guidance ~~filed~~is ~~motions~~effective tofor ~~intervene~~annual inperiods ~~support~~beginning ofafter ~~them. On~~December ~~July 23~~15, ~~2025~~2026, ~~the~~and ~~Commission~~for ~~filed~~interim aperiods ~~motion~~within ~~with~~annual ~~the~~reporting ~~Court~~periods ~~requesting~~beginning ~~that~~after ~~the~~December ~~litigation~~15, ~~proceed~~2027. The ~~without~~guidance ~~addressing~~is ~~whether~~required ~~the~~to ~~Commission~~be ~~would~~applied ~~review~~prospectively orand ~~reconsider~~may ~~the~~be ~~rules,~~applied ~~if upheld~~retrospectively. We are currently evaluating the impact ~~that~~of ~~these~~this ~~rules~~Update ~~could have~~ on our consolidated financial statements and notes thereto and will adopt it beginning in our December 31, 2027 consolidated financial statements.

In ~~November~~July ~~2024~~2025, the FASB issued ASU ~~2024~~2025-0405, “~~Income~~Financial ~~Statement~~Instruments – ~~Reporting~~Credit ~~Comprehensive~~Losses ~~Income – Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~326): ~~Disaggregation~~Measurement of ~~Income~~Credit ~~Statement~~Losses ~~Expenses”~~for ~~which~~Accounts ~~requires~~Receivable ~~public~~and ~~business~~Contract ~~entities~~Assets” towhich ~~disclose,~~amended onthe anguidance ~~annual~~in ~~and~~ASC ~~interim~~326 ~~basis,~~to ~~disaggregated~~simplify ~~information~~the ~~about~~estimation ~~certain~~of ~~income~~credit ~~statement~~losses ~~expense~~on ~~line~~current ~~items. Public~~accounts ~~business~~receivable ~~entities~~and ~~are~~current ~~required~~contract toassets ~~disclose~~arising ~~purchases~~from oftransactions ~~inventory,~~accounted ~~employee~~for ~~compensation,~~under ~~depreciation,~~ASC ~~intangible~~606. The ~~asset~~amendments ~~amortization~~allow ~~and~~all ~~depletion~~entities ~~for~~to ~~each~~elect ~~income~~a ~~statement~~practical ~~line~~expedient ~~item~~to assume that ~~contains~~the ~~those~~current ~~expenses. Specified~~conditions ~~expenses,~~as ~~gains~~of orthe ~~losses~~balance ~~that~~sheet ~~are~~date ~~already~~will ~~disclosed~~remain ~~under~~unchanged ~~existing~~for ~~GAAP~~the ~~are~~remaining ~~required~~life toof bethe ~~included~~asset inwhen ~~the~~developing ~~disaggregated~~a ~~income~~reasonable ~~statement~~and ~~expense~~supportable ~~line~~forecast ~~item~~as ~~disclosures,~~part ~~and~~of ~~any~~estimating ~~remaining~~expected ~~amounts~~credit ~~need~~losses toon bethese ~~described qualitatively~~assets. ~~Separate~~Entities ~~disclosures~~are ofrequired ~~total~~to ~~selling~~disclose ~~expenses~~their ~~and~~practical anexpedient ~~entity’s~~and ~~definition~~accounting ofpolicy ~~those expenses are also required~~elections. The ~~guidance~~amendments isare effective for ~~annual~~fiscal ~~periods~~years beginning after December 15, ~~2026~~2025, and ~~for~~ interim periods within ~~annual~~those ~~reporting~~fiscal ~~periods beginning after December 15, 2027~~years. ~~The~~Early ~~guidance~~adoption is ~~required to be applied prospectively and may be applied retrospectively~~permitted. We are currently evaluating the impact of this Update ~~and~~on ~~will adopt it beginning in~~ our ~~December 31, 2027~~ consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)” which clarifies and modernizes the accounting for costs related to internal-use software. The guidance removes all references to project stages in ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The guidance specifies that the property, plant and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. We are currently evaluating the impact of this Update on our 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 ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended ‎September 30,				Nine Months Ended ‎September 30,
	2025		2024		2025		2024
Construction	5961.87	%	60.13	%	5961.91	%	5960.70	%
CIG	21.84		2221.6		21.98		22.63
Industrial & Utility	1816.49		1718.31		1817.21		17.7
Total net sales	100.0	%	100.0	%	100.0	%	100.0	%

Certain reclassifications have been made to the vertical market assigned to customers in the prior year’s information to conform to the ~~June~~September 30, 2025 presentation.

We had no material contract assets, contract liabilities, or deferred contract costs recorded on the condensed consolidated balance sheet as of ~~June~~September 30, 2025 and December 31, 2024. In addition, for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and ~~2024, revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period was not material.~~

2024, 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 $4740.34 million and $82123.82 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, 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 25.75% for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to 2526.60% for the ~~six~~nine months ended ~~June~~September 30, 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. Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in 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 management is not currently aware of any circumstances under which this might change. Accordingly, based upon 2025 results and reporting structure, no top-up taxes have been recorded.

9On July 4, 2025, President Trump signed legislation formally entitled “An Act to provide reconciliation pursuant to title II of H. Con. Res. 14.,” but commonly known as the One Big Beautiful Bill Act or “OBBBA”. This legislation, among many provisions, modified treatment of domestic research or experimental expenditures, fixed asset depreciation, and charitable contributions. The Company has reviewed the OBBBA and related guidance; impacts on deferred taxes reflected in the three months ended September 30, 2025, the period of enactment, are immaterial to the overall consolidated financial statements.

~~circumstances~~Our ~~under~~federal ~~which~~income ~~this~~tax ~~might~~returns ~~change. Accordingly,~~for ~~based~~the ~~upon~~tax ~~2025~~years ~~results~~2022 and ~~reporting~~forward ~~structure~~are available for examination by the U.S. Internal Revenue Service (“IRS”). The statute of limitations for the 2021 federal return expired on October 15, no2025. Our ~~top-up~~state ~~taxes~~income tax returns for 2020 through 2024 remain subject to examination by various state authorities with the latest period closing on December 31, 2029. We have ~~been~~not ~~recorded~~extended the statutes of limitations in any state jurisdictions with respect to years prior to 2020.

On July 4, 2025, President Trump signed legislation formally entitled “An Act to provide reconciliation pursuant to title II of H. Con. Res. 14.,” but commonly known as the One Big Beautiful Bill Act or “OBBBA”. This legislation, among many provisions, modified deductibility of domestic research or experimental expenditures, fixed asset depreciation, and charitable contributions. The Company continues to review OBBBA and related guidance and will reflect any impact in the period of enactment.

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 2021 federal return will expire on October 15, 2025, unless extended by consent. Our state income tax returns for 2020 through 2024 remain subject to examination by various state authorities with the latest period 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 December 31, 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. The Credit Agreement contained an accordion feature, which allowed us to request increases in the aggregate borrowing commitments or incremental term loans of up to $375.0 million.

On June 27, 2025, we, along with Graybar Canada, amended and extended the Credit Agreement, pursuant to the terms and conditions of a Sixth Amendment to the Credit Agreement, dated as of June 27, 2025 (the “Amended Credit Agreement”), by and among Graybar, as parent borrower, Graybar Canada, as a borrower, the guarantors named therein, the lenders party thereto, Bank of America, N.A. as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer. The Amended Credit Agreement includes a combined letter of credit sub-facility of up to $35.0 million, a U.S. swing-line loan facility of up to $75.0 million, and a Canadian swing-line facility of up to $20.0 million. The Amended Credit Agreement includes a $100.0 million sublimit (in U.S. or Canadian dollars) 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 Amended Credit Agreement that included the sublimit amount, then Graybar Canada’s available capacity would be reduced by our use of such amount. The Amended Credit Agreement contains an accordion feature, which allows us to request increases in the aggregate borrowing commitments or incremental term loans of up to $375.0 million.

Interest on the Company’s borrowings under the Amended Credit Agreement will be based on, at the borrower’s election, either (A) (i) the base rate (as defined in the Amended Credit Agreement), or (ii) term SOFR (as defined in the Amended Credit Agreement, in the case of U.S. dollar-denominated borrowings) or (B) (i) the base rate (as defined in the Amended Credit Agreement) or (ii) term CORRA (as defined in the Amended Credit Agreement, in the case of Graybar Canada as borrower with respect to Canadian dollar-denominated borrowings), in each case plus an applicable margin, 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, 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 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). In addition to interest payments, there are certain fees and obligations associated with borrowings, swing-line loans, letters of credit, term loans and other administrative matters.

Agreement. In connection with such a borrowing, the applicable borrower will also select the term of the loan, 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 based on, at the borrower’s election, either (i) the base rate or (ii) the SOFR daily floating rate (as defined in the Amended Credit Agreement), or in the case of Graybar Canada with respect to Canadian dollar-denominated borrowings, daily simple CORRA (as defined in the Amended Credit Agreement). In addition to interest payments, there are certain fees and obligations associated with borrowings, swing-line loans, letters of credit, term loans and other administrative matters.

The five-year Amended Credit Agreement matures in June 2030. Borrowings of Graybar Canada may be in U.S. Dollars or Canadian Dollars. The obligations of Graybar Canada are secured by the guaranty of Graybar, GBE Sub, LLC and any material domestic subsidiaries of Graybar (as defined). Under no circumstances will Graybar Canada use its borrowings to benefit Graybar or its operations, including without limitation to repay any of Graybar’s obligations under the facility.

The Amended Credit Agreement provides for a quarterly facility fee ranging from 0.25% to 0.4% per annum, subject to adjustment based upon the consolidated leverage ratio for a fiscal quarter, and letter of credit fees ranging from 1.00% to 1.60% per annum payable quarterly, subject to such adjustment. Borrowings can be either base rate loans plus a margin ranging from 0.00% to 0.60% or term SOFR, term CORRA, SOFR daily floating rate, or daily simple CORRA rate loans plus a margin ranging from 1.00% to 1.60%, subject to adjustment based upon the consolidated leverage ratio. Availability under the Amended Credit Agreement is subject to the accuracy of representations and warranties and absence of a default and, in the case of Canadian borrowings denominated in Canadian dollars, the absence of a material adverse change in the national or international financial markets, which would make it impracticable to lend Canadian dollars.

0.60% or term SOFR, term CORRA, SOFR daily floating rate, or daily simple CORRA rate loans plus a margin ranging from 1.00% to 1.60%, subject to adjustment based upon the consolidated leverage ratio. Availability under the Amended Credit Agreement is subject to the accuracy of representations and warranties and absence of a default and, in the case of Canadian borrowings denominated in Canadian dollars, the absence of a material adverse change in the national or international financial markets, which would make it impracticable to lend Canadian dollars.

The Amended Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on Graybar and all but certain of our subsidiaries with respect to indebtedness (with specified, limited exceptions), liens, changes in the nature of our business, investments, mergers and acquisitions, issuance of equity securities, dispositions of assets and dissolution of certain subsidiaries, transactions with affiliates, as well as securitizations and transactions with sanctioned parties or in violation of certain US or Canadian anti-corruption and anti-money laundering laws. There are also maximum leverage ratio and minimum interest coverage ratio financial covenants to which the Company is subject during the term of the Amended Credit Agreement.

The Amended Credit Agreement also provides for customary events of default, including a failure to pay principal, interest or fees when due, failure to comply with covenants, the fact that any representation or warranty made by any of the credit parties is materially incorrect, the occurrence of an event of default under certain other indebtedness of Graybar and its subsidiaries, the commencement of certain insolvency or receivership events affecting any of the credit parties, certain actions under the Employee Retirement Income Security Act of 1974 (“ERISA”) and the occurrence of a change in control of any of the credit parties (subject to certain permitted transactions as described in the Amended Credit Agreement). Upon the occurrence of an event of default, the commitments of the lenders may be terminated and all outstanding obligations of the credit parties under the Amended Credit Agreement may be declared immediately due and payable.

Certain parties to the Amended Credit Agreement and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, banking, investment banking and other advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.

We were in compliance with all covenants under the Amended Credit Agreement and Credit Agreement, respectively, as of ~~June~~September 30, 2025 and December 31, 2024.

At ~~June~~September 30, 2025, we had total debt of $2.01 million, of which $1.01 million was long-term debt. At December 31, 2024, we had total debt of $2.2 million, of which $1.3 million was long-term debt. There were no short-term borrowings as of ~~June~~September 30, 2025 under the Amended Credit Agreement, compared to short-term borrowings of $22.0 million as of December 31, 2024 under the Credit Agreement.

Short-term borrowings outstanding during the ~~six~~nine months ended ~~June~~September 30, 2025 ranged from no short-term borrowings to a maximum of $37.0 million. Short-term borrowings outstanding during the ~~six~~nine months ended ~~June~~September 30, 2024 ranged from no short-term borrowings to a maximum of $38.0 million.

At ~~June~~September 30, 2025, we had unused lines of credit under the Amended Credit Agreement amounting to $~~745~~744.92 million available, compared to $724.2 million at December 31, 2024 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 $0.1 million for the three months ended June 30, 2025, compared to interest income, net of $0.5 million for the three months ended June 30, 2024. We had interest income, net of $0.4 million for the six months ended June 30, 2025, compared to interest income, net of $1.0 million for the six months ended June 30, 2024.12

We had interest income, net of $0.1 million for the three months ended September 30, 2025, compared to interest income, net of $0.6 million for the three months ended September 30, 2024. We had interest income, net of $0.5 million for the nine months ended September 30, 2025, compared to interest income, net of $1.6 million for the nine months ended September 30, 2024.

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 during a three-year period ending 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.

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 ~~June~~September 30, 2025 and December 31, 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 ~~June~~September 30, 2025 and December 31, 2024.

Letters of Credit

We had total letters of credit of $910.8 million outstanding as of ~~June~~September 30, 2025, of which $45.18 million were issued under the Amended Credit Agreement. We had total letters of credit of $9.6 million as of December 31, 2024, of which $3.8 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 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 June 30, 2025 and December 31, 2024.

The net periodic benefit cost for the three and six months ended June 30, 2025 and 2024 included the following components:

	Pension Benefits				Postretirement Benefits
	Three Months Ended				Three Months Ended
	June 30,				June 30,
Components of Net Periodic Benefit Cost	2025		2024		2025		2024
Selling, general and administrative expenses:
Service cost	$	5.4	$	5.8	$	0.3	$	0.3
Total selling, general and administrative expenses	$	5.4	$	5.8	$	0.3	$	0.3
Non-operating expenses, net:
Interest cost	$	8.5	$	8.1	$	0.8	$	0.8
Expected return on plan assets		(8.8)		(8.0)		—		—
Amortization of net actuarial loss		2.5		2.3		—		—
Total non-operating expenses, net	$	2.2	$	2.4	$	0.8	$	0.8
Net periodic benefit cost	$	7.6	$	8.2	$	1.1	$	1.1

	Pension Benefits				Postretirement Benefits
	Six Months Ended				Six Months Ended
	June 30,				June 30,
Components of Net Periodic Benefit Cost	2025		2024		2025		2024
Selling, general and administrative expenses:
Service cost	$	10.6	$	11.3	$	0.6	$	0.7
Total selling, general and administrative expenses	$	10.6	$	11.3	$	0.6	$	0.7
Non-operating expenses, net:
Interest cost	$	17.2	$	16.0	$	1.7	$	1.6
Expected return on plan assets		(17.8)		(16.0)		—		—
Amortization of net actuarial loss		4.9		3.8		—		—
Total non-operating expenses, net	$	4.3	$	3.8	$	1.7	$	1.6
Net periodic benefit cost	$	14.9	$	15.1	$	2.3	$	2.3

We made qualified and nonqualified pension contributions totaling $10.0 million during the three-month periods ended June 30, 2025 and 2024. Contributions made during the six-month periods ended June 30, 2025 and 2024 totaled $22.6 million and $21.1 million, respectively. Additional contributions of $20.0 million are expected to be paid during the remainder of 2025, 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 June 30, 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.

Cash dividends paid were $9.7 million for the three months ended June 30, 2025 and 2024. Cash dividends paid were $19.5 million and $19.4 million for the six months ended June 30, 2025 and 2024, respectively.

Weof ~~also~~the ~~have~~retiree ~~authorized~~medical ~~10,000,000~~plan ~~shares~~and ofretire ~~Delegated~~on ~~Authority~~a ~~Preferred~~pension ~~Stock~~ (~~“preferred~~except ~~stock”),~~a ~~par~~deferred ~~value~~pension) ~~one~~under ~~cent~~the ~~($0~~Pension Plan.~~01).~~ ~~The~~Postretirement ~~preferred~~life ~~stock~~insurance ~~may~~benefits beare ~~issued~~insured inthrough ~~one~~an orinsurance ~~more~~company. We ~~series,~~fund ~~with~~postretirement ~~the~~benefits ~~designations,~~as ~~relative rights~~incurred, ~~preferences,~~ and ~~limitations~~accordingly, ofthere ~~shares of each such series being fixed by a resolution of our Board of Directors. There~~ were no ~~shares~~assets ofheld ~~preferred~~in ~~stock~~the ~~outstanding~~postretirement benefits plan at ~~June~~September 30, 2025 and December 31, 2024.

8.The ~~ACCUMULATED~~net ~~OTHER~~periodic ~~COMPREHENSIVE~~benefit ~~LOSS~~cost for the three and nine months ended September 30, 2025 and 2024 included the following components:

The following table represents amounts reclassified from accumulated other comprehensive loss for the three months ended June 30, 2025 and 2024:



	Pension Benefits				Postretirement Benefits
	Three Months Ended				Three Months Ended
	September 30,				September 30,
Components of Net Periodic Benefit Cost	2025		2024		2025		2024
Selling, general and administrative expenses:
Service cost	$	5.3	$	5.7	$	0.4	$	0.4
Total selling, general and administrative expenses	$	5.3	$	5.7	$	0.4	$	0.4
Non-operating expenses, net:
Interest cost	$	8.5	$	8.0	$	0.8	$	0.8
Expected return on plan assets		(8.8)		(8.0)		—		—
Amortization of net actuarial loss		2.5		1.9		—		—
Total non-operating expenses, net	$	2.2	$	1.9	$	0.8	$	0.8
Net periodic benefit cost	$	7.5	$	7.6	$	1.2	$	1.2

		Three Months Ended ‎June 30, 2025			Three Months Ended‎June 30, 2024
	Pension Benefits						Postretirement Benefits
		Amortization of Pension‎and Other‎Postretirement Benefits Items			Amortization of Pension‎and Other‎Postretirement Benefits Items
	Nine Months Ended						Nine Months Ended
		Actuarial‎Losses‎Recognized			Actuarial‎Losses‎Recognized
	September 30,						September 30,
Affected Line in Condensed Consolidated Statement of Income:
Components of Net Periodic Benefit Cost	2025			2024			2025		2024
Non-operating expenses, net		$	2.5		$	2.3
Selling, general and administrative expenses:
Tax benefit			(0.6)			(0.6)
Service cost	$	15.9		$	17.0		$	1.0	$	1.1
Total reclassifications for the period, net of tax		$	1.9		$	1.7
Total selling, general and administrative expenses	$	15.9		$	17.0		$	1.0	$	1.1
Non-operating expenses, net:
Interest cost	$	25.7		$	24.0		$	2.5	$	2.4
Expected return on plan assets		(26.6)			(24.0)			—		—
Amortization of net actuarial loss		7.4			5.7			—		—
Total non-operating expenses, net	$	6.5		$	5.7		$	2.5	$	2.4
Net periodic benefit cost	$	22.4		$	22.7		$	3.5	$	3.5

~~The~~We ~~following~~made ~~table~~qualified ~~represents~~and ~~amounts~~nonqualified ~~reclassified~~pension ~~from~~contributions ~~accumulated~~totaling ~~other~~$23.6 ~~comprehensive~~million ~~loss~~during ~~for~~the three-month period ended September 30, 2025 and contributions totaling $20.0 million during the ~~six~~three-month ~~months~~period ended ~~June~~September 30, 2024. Contributions made during the nine-month periods ended September 30, 2025 and 2024: totaled $46.2 million and $41.1 million, respectively. No additional contributions are expected to be paid during the remainder of 2025, but may change at our discretion.

	Six Months Ended ‎June 30, 2025		Six Months Ended ‎June 30, 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	$	4.9	$	3.8
Tax benefit		(1.2)		(1.0)
Total reclassifications for the period, net of tax	$	3.7	$	2.8

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 30, 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.

~~The~~to ~~following~~do ~~table~~so ~~represents~~in the ~~activity~~foreseeable ~~included~~future. However, inwe ~~accumulated~~can ~~other~~make ~~comprehensive~~no ~~loss~~assurance ~~for~~that we will continue to exercise our purchase option in the ~~three~~future. All ~~months~~outstanding ~~ended~~shares ~~June 30,~~have ~~2025~~been ~~and~~issued ~~2024:~~at $20.00 per share.

	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total		Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total
Beginning balance April 1,	$	(26.0)	$	(189.7)	$	(215.7)	$	(14.6)	$	(166.2)	$	(180.8)
Other comprehensive income (loss) before reclassifications		10.3		—		10.3		(1.8)		—		(1.8)
Amounts reclassified from accumulated other comprehensive income (net of tax $(0.6) and $(0.6))		—		1.9		1.9		—		1.7		1.7
Net current-period other comprehensive income (loss)		10.3		1.9		12.2		(1.8)		1.7		(0.1)
Ending balance June 30,	$	(15.7)	$	(187.8)	$	(203.5)	$	(16.4)	$	(164.5)	$	(180.9)

Cash dividends paid were $9.8 million and $9.7 million for the three months ended September 30, 2025 and 2024, respectively. Cash dividends paid were $29.3 million and $29.1 million for the nine months ended September 30, 2025 and 2024, respectively.

~~The~~We ~~following~~also ~~table~~have ~~represents~~authorized ~~the~~10,000,000 ~~activity~~shares ~~included~~of Delegated Authority Preferred Stock (“preferred stock”), par value one cent ($0.01). The preferred stock may be issued in ~~accumulated~~one ~~other~~or ~~comprehensive~~more ~~loss~~series, ~~for~~with the ~~six~~designations, ~~months~~relative ~~ended~~rights, ~~June~~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, 2025 and December 31, 2024:.

	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total		Foreign‎Currency		Pension and Other Postretirement‎Benefits		Total
Beginning balance January 1,	$	(26.2)	$	(191.5)	$	(217.7)	$	(10.6)	$	(167.3)	$	(177.9)
Other comprehensive income (loss) before reclassifications		10.5		—		10.5		(5.8)		—		(5.8)
Amounts reclassified from accumulated other comprehensive income (net of tax $(1.2) and $(1.0))		—		3.7		3.7		—		2.8		2.8
Net current-period other comprehensive income (loss)		10.5		3.7		14.2		(5.8)		2.8		(3.0)
Ending balance June 30,	$	(15.7)	$	(187.8)	$	(203.5)	$	(16.4)	$	(164.5)	$	(180.9)

8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table represents amounts reclassified from accumulated other comprehensive loss for the three months ended September 30, 2025 and 2024:



	Three Months Ended ‎September 30, 2025		Three Months Ended ‎September 30, 2024
	Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items
	Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses, net	$	2.5	$	1.9
Tax benefit		(0.7)		(0.5)
Total reclassifications for the period, net of tax	$	1.8	$	1.4

The following table represents amounts reclassified from accumulated other comprehensive loss for the nine months ended September 30, 2025 and 2024:



	Nine Months Ended ‎September 30, 2025		Nine Months Ended ‎September 30, 2024
	Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items
	Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses, net	$	7.4	$	5.7
Tax benefit		(1.9)		(1.5)
Total reclassifications for the period, net of tax	$	5.5	$	4.2

The following table represents the activity included in accumulated other comprehensive loss for the three months ended September 30, 2025 and 2024:



	Three Months Ended ‎September 30, 2025						Three Months Ended ‎September 30, 2024
	Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total		Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total
Beginning balance July 1,	$	(15.7)	$	(187.8)	$	(203.5)	$	(16.4)	$	(164.5)	$	(180.9)
Other comprehensive (loss) income before reclassifications		(4.2)		—		(4.2)		2.3		—		2.3
Amounts reclassified from accumulated other comprehensive income (net of tax $(0.7) and $(0.5))		—		1.8		1.8		—		1.4		1.4
Net current-period other comprehensive (loss) income		(4.2)		1.8		(2.4)		2.3		1.4		3.7
Ending balance September 30,	$	(19.9)	$	(186.0)	$	(205.9)	$	(14.1)	$	(163.1)	$	(177.2)

The following table represents the activity included in accumulated other comprehensive loss for the nine months ended September 30, 2025 and 2024:



	Nine Months Ended ‎September 30, 2025						Nine Months Ended ‎September 30, 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		6.3		—		6.3		(3.5)		—		(3.5)
Amounts reclassified from accumulated other comprehensive income (net of tax $(1.9) and $(1.5))		—		5.5		5.5		—		4.2		4.2
Net current-period other comprehensive income (loss)		6.3		5.5		11.8		(3.5)		4.2		0.7
Ending balance September 30,	$	(19.9)	$	(186.0)	$	(205.9)	$	(14.1)	$	(163.1)	$	(177.2)

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 ~~June~~September 30, 2025 and December 31, 2024, we had $2.7 million and $39.6 million of insurance receivables recorded in other current assets and other non-current assets, respectively, and $2.7 million and $39.6 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.

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, 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; 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, 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, industrial, automation and connectivity 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

~~We set a new quarterly net sales record for the second quarter of 2025.~~ Our net sales for the ~~second~~third quarter of 2025 totaled $3,~~369~~298.98 million, compared to $32,~~005~~979.35 million for the ~~second~~third quarter of 2024, an increase of $~~364~~319.63 million, or 1210.17%. Gross margin for the third quarter of 2025 increased $41.6 million, or 7.0%, to $638.8 million,

for the second quarter of 2025 increased $54.0 million, or 9.2%, to $639.8 million, compared to gross margin of $585.8 million for the same three-month period ended June 30, 2024. Our gross margin rate decreased to 19.0% for the second quarter of 2025, compared to 19.5% for the second quarter of 2024, primarily due to competitive pricing pressures.

Selling, general and administrative (“SG&A”) expenses increased $16.7 million, or 4.0%, to $433.1 million for the three months ended June 30, 2025 from $416.4 million for the three months ended June 30, 2024, primarily due to higher compensation, rent, and maintenance costs. SG&A as a percentage of net sales decreased to 12.9% for the second quarter of 2025, compared to 13.9% for the same three-month period in 2024.

Income from operations increased $37.0 million, or 24.7%, to $187.0 million for the three months ended June 30, 2025, from $150.0 million for the same three-month period last year. Net income attributable to Graybar for the three months ended June 30, 2025 increased by $27.7 million, or 25.1%, to $138.1 million for the three months ended June 30, 2025, compared to $110.4 million for the same three-month period last year.

Net sales for the six months ended June 30, 2025 were $6,319.7 million, an increase of $581.7 million, or 10.1%, from net sales of $5,738.0 million for the same six-month period last year. Gross margin for the six months ended June 30, 2025 was $1,214.8 million, an increase of $81.0 million, or 7.1%, compared to gross margin of $1,133.8 million for the same six-month period last year. Gross margin rate was 19.2% for the six-month period ended June 30, 2025, compared to 19.8% for the six months ended June 30, 2024. Net income attributable to Graybar for the six months ended June 30, 2025 was $239.0 million, an increase of $23.4 million, or 10.9%, from net income attributable to Graybar of $215.6 million for the same six-month period last year.

We continue to see demand for our products and services, particularly in areas such as data centers, electrification and industrial automation, even as economic conditions cause ongoing uncertainty in the markets we serve. We remain focused on delivering value to our customers and managing our business wisely, as we work to prepare our company for the future. We achieved significant technology milestones in our Graybar Connect business transformation project with the initial upgrade to our enterprise resource planning (“ERP”) system, which we believe will support our long-term growth and profitability, while enhancing the customer experience and strengthening our position as an industry leader.

Consolidated Results of Operations

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 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 June 30, 2025 and 2024:

	Three Months Ended ‎June 30, 2025				Three Months Ended ‎June 30, 2024
	Dollars		Percent		Dollars		Percent
Net Sales	$	3,369.9	100.0	%	$	3,005.3	100.0	%
Cost of merchandise sold		(2,730.1)	(81.0)			(2,419.5)	(80.5)
Gross Margin		639.8	19.0			585.8	19.5
Selling, general and administrative expenses		(433.1)	(12.9)			(416.4)	(13.9)
Depreciation and amortization		(21.5)	(0.6)			(20.4)	(0.7)
Other operating income, net		1.8	0.0			1.0	0.1
Income from Operations		187.0	5.5			150.0	5.0
Non-operating expenses, net		(1.3)	—			(1.7)	(0.1)
Income before Provision for Income Taxes		185.7	5.5			148.3	4.9
Provision for income taxes		(47.3)	(1.4)			(37.7)	(1.2)
Net Income		138.4	4.1			110.6	3.7
Net income attributable to noncontrolling interests		(0.3)	—			(0.2)	—
Net Income attributable to Graybar Electric Company, Inc.	$	138.1	4.1	%	$	110.4	3.7	%

Net sales increased to $3,369.9 million for the quarter ended June 30, 2025, compared to $3,005.3 million for the quarter ended June 30, 2024, an increase of $364.6 million, or 12.1%. For the three months ended June 30, 2025, net sales in our construction, CIG, and industrial & utility vertical markets increased by 11.6%, 8.4%, and 19.0%, respectively, when compared to the same three-month period of 2024.

~~Gross~~compared ~~margin increased $54.0 million, or 9.2%,~~ to ~~$639.8~~gross ~~million~~margin ~~from~~of $~~585~~597.82 million for the same three-month ~~months~~period ended ~~June~~September 30, ~~2025, compared to the same period of~~ 2024. Our gross margin asrate adecreased ~~percentage~~to ~~of net sales was~~ 19.04% for the ~~three~~third ~~months~~quarter ~~ended~~of ~~June 30,~~ 2025, ~~down~~compared ~~from~~to 1920.50% for the ~~same~~third ~~three-month~~quarter ~~period~~of in 2024, primarily due to competitive pricing pressures.

Selling, general and administrative (“SG&A”) expenses increased $1623.70 million, or 45.04%, to $~~433~~449.18 million infor the ~~second~~three ~~quarter~~months ofended September 30, 2025 from $~~416~~426.48 million infor the ~~second~~three ~~quarter~~months ofended September 30, 2024, primarily due to higher compensation, rent, and maintenance costs. SG&A ~~expenses~~ as a percentage of net sales ~~were~~decreased 12to 13.96% for the ~~three~~third ~~months~~quarter ~~ended~~of ~~June 30,~~ 2025, ~~down~~compared ~~from~~to 1314.93% for the same three-month ~~months~~period ~~ended~~in ~~June 30,~~ 2024.

~~Depreciation~~Income ~~and~~from ~~amortization~~operations increased $9.0 million, or 5.9%, to $160.3 million for the three months ended ~~June~~September 30, 2025, from $151.3 million for the same three-month period last year. Net income attributable to Graybar for the three months ended September 30, 2025 increased by $19.1 million, or 58.43%, to $21119.53 million ~~from~~for ~~$20.4~~the ~~million,~~three ~~compared~~months toended ~~the~~September 30, ~~same~~2025, ~~period~~compared into ~~2024~~$110.2 ~~primarily~~million ~~due~~for tothe ansame ~~increase~~three-month inperiod ~~property,~~last ~~at cost~~year.

~~Income~~Net ~~before~~sales ~~provision~~ for ~~income~~the ~~taxes~~nine ~~totaled~~months ended September 30, 2025 were $~~185~~9,618.75 million, an increase of $901.0 million, or 10.3%, from net sales of $8,717.5 million for the ~~three~~same nine-month period last year. Gross margin for the nine months ended ~~June~~September 30, 2025 was $1,853.6 million, an increase of $37122.46 million, or 257.21%, ~~from~~compared to gross margin of $~~148~~1,731.30 million for the ~~three~~same ~~months~~nine-month period last year. Our gross margin rate decreased to 19.3% for the nine-month period ended ~~June~~September 30, ~~2024~~2025, ~~primarily~~compared ~~due~~ to ~~our~~19.9% ~~increase~~for inthe ~~gross~~nine ~~margin,~~months ~~partially~~ended ~~offset~~September 30, by2024, ~~our~~primarily ~~increase~~due into ~~SG&A~~competitive ~~expenses~~pricing pressures.

~~Our~~Net ~~total provision for~~ income ~~taxes~~attributable ~~increased $9.6 million, or 25.5%,~~ to ~~$47.3~~Graybar ~~million~~ for the ~~three~~nine months ended ~~June~~September 30, 2025, ~~compared~~was to $37358.73 million, ~~for~~an ~~the~~increase ~~same period~~ of ~~2024~~$32. ~~This~~5 ~~increase~~million, inor ~~our provision for income taxes was due to higher pretax income~~10. ~~Our effective tax rate was 25.5~~0%, ~~for~~from ~~the~~net ~~three~~income ~~months~~attributable ~~ended June 30, 2025, compared~~ to ~~25.4%~~Graybar ~~for the same period~~ of ~~2024~~$325. ~~The~~8 ~~effective~~million ~~tax rate~~ for the ~~three~~same ~~months~~nine-month ~~ended~~period ~~June 30,~~last ~~2025 was higher than the 21~~year.~~0% U.S. federal statutory rate primarily due to state, local and foreign income taxes.~~

~~Net~~We ~~income~~continue ~~attributable~~ to ~~Graybar~~see ~~Electric~~demand ~~Company~~for our products and services, ~~Inc.~~particularly ~~for~~in ~~the~~areas ~~three~~such ~~months~~as ~~ended~~data ~~June 30~~centers, ~~2025~~electrification ~~increased~~and ~~$27.7~~industrial ~~million~~automation, oreven 25as economic conditions cause ongoing uncertainty in the markets we serve.1% We remain focused on serving our customers and managing our business wisely, towhile ~~$138.1~~we ~~million~~prepare ~~from~~our ~~$110~~company for the future.4 We ~~million~~successfully ~~for~~completed the ~~three~~transition ~~months~~to ~~ended~~our ~~June 30~~upgraded ERP system and are accelerating progress through our Graybar Connect business transformation program, ~~2024~~which will support our profitable long-term growth, enhance the value we bring to our customers, and reinforce our position as an industry leader.

~~Six~~Consolidated ~~Months~~Results ~~Ended~~of ~~June 30, 2025 Compared to Six Months Ended June 30, 2024~~Operations

~~The~~Three ~~following~~Months ~~table~~Ended ~~sets~~September 30, ~~forth~~2025 ~~certain~~Compared ~~information relating~~ to ~~our~~Three ~~operations~~Months ~~stated~~Ended ~~in millions of dollars and as a percentage of net sales for the six months ended June~~September 30, ~~2025 and~~ 2024:

	Six Months Ended ‎June 30, 2025				Six Months Ended ‎June 30, 2024
	Dollars		Percent		Dollars		Percent
Net Sales	$	6,319.7	100.0	%	$	5,738.0	100.0	%
Cost of merchandise sold		(5,104.9)	(80.8)			(4,604.2)	(80.2)
Gross Margin		1,214.8	19.2			1,133.8	19.8
Selling, general and administrative expenses		(855.4)	(13.5)			(809.0)	(14.1)
Depreciation and amortization		(42.6)	(0.7)			(39.7)	(0.7)
Other operating income, net		8.4	0.1			7.6	0.1
Income from Operations		325.2	5.1			292.7	5.1
Non-operating expenses, net		(2.9)	(0.0)			(2.1)	—
Income before Provision for Income Taxes		322.3	5.1			290.6	5.1
Provision for income taxes		(82.8)	(1.3)			(74.5)	(1.3)
Net Income		239.5	3.8			216.1	3.8
Net income attributable to noncontrolling interests		(0.5)	—			(0.5)	—
Net Income attributable to Graybar Electric Company, Inc.	$	239.0	3.8	%	$	215.6	3.8	%

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 30, 2025 and 2024:

Net sales increased to $6,319.7 million for the six months ended June 30, 2025, compared to $5,738.0 million for the six months ended June 30, 2024, an increase of $581.7 million, or 10.1%. Net sales in our construction, CIG, and industrial & utility vertical markets increased by 10.4%, 6.8%, and 13.4%, respectively, for the six months ended June 30, 2025, compared to the same six-month period of 2024.



	Three Months Ended ‎September 30, 2025				Three Months Ended ‎September 30, 2024
	Dollars		Percent		Dollars		Percent
Net Sales	$	3,298.8	100.0	%	$	2,979.5	100.0	%
Cost of merchandise sold		(2,660.0)	(80.6)			(2,382.3)	(80.0)
Gross Margin		638.8	19.4			597.2	20.0
Selling, general and administrative expenses		(449.8)	(13.6)			(426.8)	(14.3)
Depreciation and amortization		(21.9)	(0.7)			(20.2)	(0.7)
Other operating (expense) income, net		(6.8)	(0.2)			1.1	0.1
Income from Operations		160.3	4.9			151.3	5.1
Non-operating expenses, net		(0.3)	—			(0.8)	—
Income before Provision for Income Taxes		160.0	4.9			150.5	5.1
Provision for income taxes		(40.4)	(1.3)			(40.0)	(1.4)
Net Income		119.6	3.6			110.5	3.7
Net income attributable to noncontrolling interests		(0.3)	—			(0.3)	—
Net Income attributable to Graybar Electric Company, Inc.	$	119.3	3.6	%	$	110.2	3.7	%

~~Gross~~Net ~~margin~~sales increased to $813,298.08 million, orfor ~~7.1%,~~the toquarter $1ended September 30,~~214.8~~ ~~million~~2025, ~~from~~compared to $12,~~133~~979.85 million for the ~~six~~quarter ~~months~~ ended ~~June~~September 30, ~~2025~~2024, ~~compared~~an toincrease ~~the~~of ~~same~~$319.3 ~~period~~million, ofor ~~2024~~10.7%. ~~Our~~For ~~gross~~the ~~margin~~three asmonths aended ~~percentage~~September 30, of2025, net sales ~~was~~in ~~19.2%~~our ~~for~~construction, ~~the~~CIG, ~~six~~and ~~months~~industrial ~~ended~~& ~~June 30~~utility vertical markets increased by 13.4%, ~~2025~~9.7%, ~~down~~and ~~from 19~~3.80%, ~~for~~respectively, when compared to the same ~~six~~three-month period inof 2024 ~~primarily due to competitive pricing pressures~~.

SG&A expenses increased $46.4 million, or 5.7%, to $855.4 million, for the six months ended June 30, 2025, compared to $809.0 million for the six months ended June 30, 2024, mainly due to higher compensation, rent, and maintenance costs. SG&A expenses as

Gross margin increased $41.6 million, or 7.0%, to $638.8 million from $597.2 million for the three months ended September 30, 2025, compared to the same period of 2024. Our gross margin as a percentage of net sales ~~were~~was 1319.54% for the ~~six~~three months ended ~~June~~September 30, 2025, down from 1420.10% for the ~~six~~same ~~months~~three-month ~~ended~~period ~~June 30,~~in 2024, primarily due to competitive pricing pressures.

~~Depreciation~~SG&A ~~and~~expenses ~~amortization for the six months ended June 30, 2025~~ increased $223.90 million, or 75.34%, to $42449.68 million in the third quarter of 2025 from $39426.78 million ~~for~~in the ~~same~~third ~~six-month~~quarter ~~period~~of in 2024, primarily due to anhigher ~~increase~~compensation, inrent ~~property,~~and atmaintenance ~~cost~~costs. SG&A ~~and~~expenses ~~higher~~as ~~amortization~~a ~~expense~~percentage of ~~intangible~~net ~~assets~~sales ~~associated~~were ~~with~~13.6% ~~our~~for ~~acquisitions~~the three months ended September 30, 2025, down from 14.3% for the three months ended September 30, 2024.

~~Income~~Depreciation ~~before~~and ~~provision~~amortization for ~~income taxes totaled $322.3 million for~~ the ~~six~~three months ended ~~June~~September 30, 2025, anincreased ~~increase of~~ $311.7 million, or 108.94%, to $21.9 million from $~~290~~20.62 million, ~~for~~compared to the ~~six~~same ~~months~~period ~~ended~~in ~~June 30,~~ 2024. ~~The~~Depreciation ~~increase~~as ~~was~~a ~~primarily~~percentage ~~due~~of tonet ~~our~~sales ~~increase~~remained inconstant ~~gross~~at ~~margin,~~0.7% ~~partially~~for ~~offset~~the bythree ~~our~~months ~~increase~~ended inSeptember ~~SG&A~~30, ~~expenses~~2025 and 2024.

~~Our~~Income ~~total~~before provision for income taxes ~~increased~~totaled $8160.30 million, ~~or 11.1%, to $82.8 million~~ for the ~~six~~three months ended ~~June~~September 30, 2025, ~~compared~~an toincrease of $749.5 million, ~~for~~or ~~the same period in 2024~~6. ~~The~~3%, ~~increase in our provision for income taxes year over year resulted~~ from ~~increased pretax income~~$150. ~~Our~~5 ~~year-to-date~~million ~~effective tax rate was 25.7%~~ for the ~~six~~three months ended ~~June~~September 30, ~~2025 compared to 25.6% for~~ 2024~~. The~~ ~~effective~~primarily ~~tax~~due ~~rate~~to ~~for~~our ~~the~~increase ~~six~~in ~~months~~gross ~~ended June 30~~margin, ~~2025~~partially ~~was~~offset ~~higher~~by ~~than~~our ~~the~~increase ~~21.0%~~in ~~U.S.~~SG&A ~~federal statutory rate primarily due to state, local, and foreign income taxes~~expenses.

~~Net~~Our total provision for income ~~attributable~~taxes toincreased ~~Graybar~~$0.4 ~~Electric~~million, ~~Company~~or 1.0%, ~~Inc~~to $40.4 million for the ~~six-month~~three ~~period~~months ended ~~June~~September 30, 2025, ~~increased~~compared to $2340.40 million, orfor 10the same period of 2024.9 The increase in our provision for income taxes was due to higher pretax income. Our effective tax rate was 25.3% for the three months ended September 30, 2025, compared to ~~$239~~26.06% ~~million~~for ~~from~~the ~~$215~~same period of 2024.6 The ~~million~~effective tax rate for the ~~six~~three months ended ~~June~~September 30, ~~2024~~2025 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 three months ended September 30, 2025 increased $9.1 million, or 8.3%, to $119.3 million from $110.2 million for the three months ended September 30, 2024.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 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, 2025 and 2024:



	Nine Months Ended ‎September 30, 2025				Nine Months Ended ‎September 30, 2024
	Dollars		Percent		Dollars		Percent
Net Sales	$	9,618.5	100.0	%	$	8,717.5	100.0	%
Cost of merchandise sold		(7,764.9)	(80.7)			(6,986.5)	(80.1)
Gross Margin		1,853.6	19.3			1,731.0	19.9
Selling, general and administrative expenses		(1,305.2)	(13.6)			(1,235.8)	(14.2)
Depreciation and amortization		(64.5)	(0.7)			(59.9)	(0.7)
Other operating income, net		1.6	—			8.7	0.1
Income from Operations		485.5	5.0			444.0	5.1
Non-operating expenses, net		(3.2)	—			(2.9)	(0.1)
Income before Provision for Income Taxes		482.3	5.0			441.1	5.0
Provision for income taxes		(123.2)	(1.3)			(114.5)	(1.3)
Net Income		359.1	3.7			326.6	3.7
Net income attributable to noncontrolling interests		(0.8)	—			(0.8)	—
Net Income attributable to Graybar Electric Company, Inc.	$	358.3	3.7	%	$	325.8	3.7	%

Net sales increased to $9,618.5 million for the nine months ended September 30, 2025, compared to $8,717.5 million for the nine months ended September 30, 2024, an increase of $901.0 million, or 10.3%. Net sales in our construction, CIG, and industrial & utility vertical markets increased by 12.5%, 7.8%, and 6.3%, respectively, for the nine months ended September 30, 2025, compared to the same nine-month period of 2024.

Gross margin increased $122.6 million, or 7.1%, to $1,853.6 million from $1,731.0 million for the nine months ended September 30, 2025, compared to the same period of 2024. Our gross margin as a percentage of net sales was 19.3% for the nine months ended September 30, 2025, down from 19.9% for the same nine-month period in 2024 primarily due to competitive pricing pressures.

SG&A expenses increased $69.4 million, or 5.6%, to $1,305.2 million, for the nine months ended September 30, 2025, compared to $1,235.8 million for the nine months ended September 30, 2024, mainly due to higher compensation, rent, and maintenance costs. SG&A expenses as a percentage of net sales were 13.6% for the nine months ended September 30, 2025, down from 14.2% for the nine months ended September 30, 2024.

Depreciation and amortization for the nine months ended September 30, 2025 increased $4.6 million, or 7.7%, to $64.5 million from $59.9 million for the same nine-month period in 2024, mainly due to higher depreciation expense related to capital and leasehold improvements and higher amortization expense of intangible assets associated with our acquisitions. Depreciation as a percentage of net sales remained constant at 0.7% for the nine months ended September 30, 2025 and 2024.

Income before provision for income taxes totaled $482.3 million for the nine months ended September 30, 2025, an increase of $41.2 million, or 9.3%, from $441.1 million for the nine months ended September 30, 2024. The increase was primarily due to our increase in gross margin, partially offset by our increase in SG&A expenses.

Our total provision for income taxes increased $8.7 million, or 7.6%, to $123.2 million for the nine months ended September 30, 2025, compared to $114.5 million for the same period in 2024. The increase in our provision for income taxes year over year resulted from increased pretax income. Our year-to-date effective tax rate was 25.5% for the nine months ended September 30, 2025 compared to 26.0% for 2024. The effective tax rate for the nine months ended September 30, 2025 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, 2025 increased $32.5 million, or 10.0%, to $358.3 million from $325.8 million for the nine months ended September 30, 2024.

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, 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. Capital expenditures and acquisitions have been financed primarily with cash flows from ~~working~~operating ~~capital~~activities ~~management~~ and short-term borrowings on our revolving credit facility.

Our cash and cash equivalents at ~~June~~September 30, 2025 were $~~203~~416.26 million, compared to $90.4 million at December 31, 2024, an increase of $~~112~~326.82 million. The increase in cash on hand at ~~June~~September 30, 2025 from December 31, 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 ~~June~~September 30, 2025, compared to short-term borrowings of $22.0 million under the Credit Agreement at December 31, 2024. Current assets exceeded current liabilities by $1,~~282~~399.78 million at ~~June~~September 30, 2025, an increase of $~~208~~325.56 million, or 1930.43%, from $1,074.2 million at December 31, 2024.

Operating Activities

Net cash flows provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025 was $~~164~~408.08 million, compared to net cash flows provided by operating activities of $~~192~~304.82 million for the ~~six~~nine months ended ~~June~~September 30, 2024, aan ~~decrease~~increase of $28104.86 million. Net cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025 was primarily attributable to net income of $~~239~~359.51 million, adjusted for non-cash depreciation and amortization expenses of $4264.65 million, ~~and~~ an increase in trade accounts payable of $~~226~~276.5 million and an increase in other current liabilities of $155.9 million during the ~~six~~nine months ended ~~June~~September 30, 2025, partially offset by anincreases ~~increase~~ in trade receivables of $~~264~~288.01 million and amerchandise ~~decrease~~inventory inlevels ~~accrued~~of ~~payroll~~$55.8 million and ~~benefit~~a ~~costs~~decrease in other non-current liabilities of $8572.39 million from December 31, 2024 to ~~June~~September 30, 2025.

The average number of days of sales in trade receivables for the quarter ended ~~June~~September 30, 2025 increased ~~modestly~~moderately compared to the quarter ended ~~June~~September 30, 2024. The days in inventory improved modestly for the quarter ended ~~June~~September 30, 2025 compared to the quarter ended ~~June~~September 30, 2024.

Investing Activities

Net cash used by investing activities totaled $1335.45 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to net cash used by investing activities of $~~132~~171.61 million for the same ~~six~~nine-month period in 2024, a decrease of $~~119~~135.26 million. Cash used by investing activities for the ~~six~~nine months ended ~~June~~September 30, 2025 was primarily the result of capital expenditures of $2643.6 million and amounts attributable to acquisitions of $7.2 million, partially offset by insurance proceeds received from a property claim of $10.4 million and proceeds from the disposal of property of $6.20 million. Cash used by investing activities for the nine months ended September 30, 2024 was primarily the result of amounts attributable to acquisitions of $146.3 million and capital expenditures of $37.9 million, partially offset by proceeds from the disposal of property of $13.7 million.

used by investing activities for the six months ended June 30, 2024 was the result of amounts attributable to acquisitions of $123.9 million and capital expenditures of $22.2 million, partially offset by proceeds from the disposal of property of $13.5 million.

Financing Activities

Net cash used by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2025 totaled $3747.81 million, compared to net cash used by financing activities of $1729.93 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase in cash used was primarily due to net payments on short-term borrowings of $22.0 million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to no net change in short-term borrowings of for the ~~six~~nine months ended ~~June~~September 30, 2024. Cash dividends paid were $1929.53 million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $1929.41 million during the ~~six~~nine months ended ~~June~~September 30, 2024.

Liquidity

Our cash and cash equivalents at ~~June~~September 30, 2025 were $~~203~~416.26 million, compared to $90.4 million at December 31, 2024. We also had a $750.0 million unsecured, committed revolving credit facility (“Amended Credit Agreement”) with $~~745~~744.92 million in available capacity at ~~June~~September 30, 2025, compared to available capacity of $724.2 million at December 31, 2024 under the Credit Agreement. At ~~June~~September 30, 2025 and December 31, 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 ending 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 have not issued any notes under the Shelf Agreements as of ~~June~~September 30, 2025 and December 31, 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 $910.8 million outstanding at ~~June~~September 30, 2025, of which $45.18 million were issued under the Amended Credit Agreement. We had total letters of credit of $9.6 million at December 31, 2024, of which $3.8 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, 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 ~~June~~September 30, 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.

(b) Changes in internal control over financial reporting

We are in the process of a multi-year, strategic business transformation project, which includes upgrading our ERP system. This ERP system upgrade has resulted in, and may continue to result in, changes to many of our existing operational, financial, and administrative business processes. We believe this upgrade will enhance our internal control over financial reporting due to improved operational functionality and further integration of related processes. In connection with the ERP system upgrade, we have automated, modified or implemented certain internal controls as appropriate. We will continue to monitor and modify, as needed, the design of our internal control over financial reporting processes to maintain operating effectiveness throughout the remainder of the implementation, which is expected to be complete by the end of 2025.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.‎

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.

(b) Changes in internal control over financial reporting

We are in the process of completing a multi-year, strategic business transformation project, which included upgrading our ERP system. This ERP system upgrade has resulted in, and may continue to result in, changes to many of our existing operational, financial, and administrative business processes. We believe this upgrade will enhance our internal control over financial reporting due to improved operational functionality and further integration of related processes. In connection with the ERP system upgrade, we have automated, modified or implemented certain internal controls as appropriate. We will continue to monitor and modify, as needed, the design of our internal control over financial reporting processes to maintain operating effectiveness throughout the remainder of the implementation.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
‎

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 ~~June~~September 30, 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
April 1 - April 30, 2025	187,872	$20.00	N/A
July 1 - July 31, 2025	60,654	$20.00	N/A
May 1 - May 31, 2025	137,553	$20.00	N/A
August 1 - August 31, 2025	75,315	$20.00	N/A
June 1 - June 30, 2025	90,116	$20.00	N/A
September 1 - September 30, 2025	90,152	$20.00	N/A
Total	~~415~~226,~~541~~121	$20.00	N/A

Item 5. Other Information.

(ca)~~None~~On ofOctober ~~the~~27, ~~Company’s~~2025, ~~directors~~Dennis orE. ~~officers~~DeSousa ~~adopted~~announced orhis ~~terminated~~intent ato ~~Rule~~retire, ~~10b5-1~~effective ~~trading~~April ~~arrangement or a non-Rule 10b5-~~1, ~~trading~~2026. In ~~arrangement~~connection ~~during~~with ~~the~~his ~~Company’s fiscal quarter ended June 30~~retirement, ~~2025~~Mr. ~~Such~~ ~~arrangements~~DeSousa ~~would~~also decided not ~~apply~~ to ~~the~~stand ~~Company~~for ~~because~~re-election noas ~~holder~~a ofdirector ~~our~~in ~~shares~~2026. Mr. ~~may~~DeSousa ~~sell,~~currently ~~transfer~~serves oras ~~otherwise~~Chief ~~dispose~~ of ~~our~~Staff. He ~~shares~~will ~~without~~continue ~~first offering the Company the option~~ to ~~purchase~~serve ~~those~~as ~~shares~~a atdirector of the ~~price~~Company atuntil ~~which~~April ~~they~~1, ~~were issued~~2026.

(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 30, 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.

‎

2324

Item 6. Exhibits.

3.1		Restated Certificate of Incorporation, as amended to date.
3.2		By-laws as amended through June 11, 2025, filed as Exhibit 3.2 to the Company's Current Report on Form 8-K dated June 11, 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		Sixth Amendment to Credit Agreement, dated as of June 27, 2025, among the Company, as parent borrower, Graybar Canada Limited, as a borrower, the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer
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)

‎

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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.
	August 6, 2025		/s/ Kathleen M. Mazzarella
	October 27, 2025		/s/ Kathleen M. Mazzarella
	Date		Kathleen M. Mazzarella
			President and Chief Executive Officer(Principal Executive Officer)
	August 6, 2025		/s/ David M. Meyer
	October 27, 2025		/s/ David M. Meyer
	Date		David M. Meyer
			Senior Vice President and Chief Financial Officer(Principal Financial Officer)

2526

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