Registration No. 333-289775

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GRAYBAR ELECTRIC COMPANY, INC.

AND

K. M. MAZZARELLA, D. A. BENDER, R. H. HARVEY AND W. P. MANSFIELD, AS VOTING TRUSTEES UNDER THE VOTING TRUST AGREEMENT,

DATED AS OF MARCH 3, 2017, RELATING TO COMMON STOCK ISSUED BY

GRAYBAR ELECTRIC COMPANY, INC.

(Exact name of registrants as specified in their charters)

New York

(State or other jurisdiction of incorporation of Graybar Electric Company, Inc.)

5063

(Primary Standard Industrial Classification Code Number of Graybar Electric Company, Inc.)

13-0794380

(I.R.S. Employer Identification Number of Graybar Electric Company, Inc.)

34 North Meramec Avenue, St. Louis, Missouri 63105, (314) 573-9200

(Address, including zip code, and telephone number, including area code, of principal executive

offices of Graybar Electric Company, Inc. and of the Voting Trustees)

Matthew W. Geekie, Esq.

Senior Vice President, Secretary and General Counsel

Graybar Electric Company, Inc., 34 North Meramec Avenue, St. Louis, Missouri 63105

(314) 573-9200

(Name, address, including zip code, and telephone number, including area code, of agent

for service for Graybar Electric Company, Inc. and the Voting Trustees)

___________________

Copy to:

Robert J. Endicott, Esq.

Bryan Cave Leighton Paisner LLP

One Metropolitan Square, 211 North Broadway, Suite 3600

St. Louis, Missouri 63102

(314) 259-2000

November 20, 2025

GRAYBAR ELECTRIC CO INC S-1/A