| Item 1. | |
| (a) | Name of issuer:
GRAYBAR ELECTRIC CO INC |
| (b) | Address of issuer's principal executive offices:
34 N MERAMEC AVE, ST LOUIS, MISSOURI, 63105. |
| Item 2. | |
| (a) | Name of person filing:
Pursuant to the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, this Schedule 13G is being filed on behalf of the following persons as Voting Trustees on the date of filing (the "Voting Trustees") under the Voting Trust established by a Voting Trust Agreement dated as of March 3, 2017 (together with any successor voting trust, the "Voting Trust"):
(i) David A. Bender
(ii) Richard H. Harvey
(iii) William P. Mansfield
(iv) Kathleen M. Mazzarella
Attached hereto as Exhibit A is the agreement in writing of each of the above that this Schedule 13G is filed on behalf of each of them.
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| (b) | Address or principal business office or, if none, residence:
(i) The principal business office of Ms. Mazzarella and Messrs. Bender, Harvey, and Mansfield is:
c/o Graybar Electric Company, Inc.
34 North Meramec Avenue
St. Louis, Missouri 63105
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| (c) | Citizenship:
All persons named in response to Item 2(a) are citizens of the United States of America. |
| (d) | Title of class of securities:
Common Stock, par value $1.00 per share |
| (e) | CUSIP No.:
000000000 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
At December 31, 2025, 26,887,188 shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Graybar Electric Company, Inc. ("Graybar") had been deposited in the Voting Trust and were held by the Voting Trustees named below. 1,295,372 shares have been acquired or will be acquired by means of the installment method under the 2025 Stock Offering and were or will be deposited into the Voting Trust. As indicated in paragraph (c) below, each of the persons named in response to Item 2(a) has shared beneficial ownership (power to vote or direct the voting) of all of the shares held or deemed to be held in the Voting Trust.
The following table shows the ownership (sole power to dispose or direct the disposition) of Voting Trust Interests representing shares of Common Stock owned at December 31, 2025 by the Voting Trustees at December 31, 2025, as well as named in response to Item 2(a) (including shares, the ownership of which each reporting person is entitled to acquire within 60 days of such date):
David A. Bender 43,066 shares
Richard H. Harvey 26,355 shares
William P. Mansfield 48,141 shares
Kathleen M. Mazzarella 144,175 shares
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| (b) | Percent of class:
The shares of Common Stock described in response to Item 4(a) amounted to approximately 83.6% of the outstanding shares of Common Stock on December 31, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
28,182,560
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| | (iii) Sole power to dispose or to direct the disposition of:
David A. Bender 43,066 shares
Richard H. Harvey 26,355 shares
William P. Mansfield 48,141 shares
Kathleen M. Mazzarella 144,175 shares
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All dividends payable with respect to shares of Common Stock deposited in the Voting Trust (or the Voting Trust Interests issued with respect thereto) are payable to the Voting Trustees as the owners of record of such shares. The Voting Trustees are authorized to retain, subject to the terms of the Voting Trust Agreement, any shares of Common Stock received as a stock dividend, and to deliver to each holder of Voting Trust Interests representing shares of Common Stock on which such stock dividend shall have been paid additional Voting Trust Interests for the number of shares received as a dividend with respect to such Common Stock. The Voting Trustees pay or cause to be paid to the holders of Voting Trust Interests an amount equal to any cash dividends and any distribution paid other than in cash or Common Stock. The Voting Trustees have no power to direct the sale or to receive the proceeds of a sale of the Common Stock deposited in the Voting Trust, such power being in the holders of the Voting Trust Interests issued in respect of such shares of Common Stock. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)