UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



ANNUAL REPORT ON FORM 10-K RELATING TO VOTING TRUST INTERESTS

WITH RESPECT TO SHARES OF COMMON STOCK OF

GRAYBAR ELECTRIC COMPANY, INC.



Filed pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025



            Names and Addresses of all Voting Trustees (as of March 18, 2026):







Address to which communications to the Voting Trustees should be sent:



K. M. Mazzarella

c/o Graybar Electric Company, Inc.

P.O. Box 11607

St. Louis, Missouri 63105



Title of the securities deposited under the Voting Trust Agreement:

Common Stock, par value $1.00 per share



Exact name of the issuer of such securities, as specified in its charter:

Graybar Electric Company, Inc.



State or other jurisdiction in which such issuer was incorporated or organized:

New York



I.R.S. Employer Identification No.:

13-0794380



Address of such issuer's principal executive offices:

34 North Meramec Avenue

St. Louis, Missouri 63105



If the Voting Trust Interests are registered on any national securities exchange, state the name of each such exchange:

None

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EXPLANATORY NOTE





The Annual Report Relating to Voting Trust Interests, filed by the Voting Trustees under a Voting Trust Agreement, dated as of March 6, 2026 (the "Voting Trust Agreement"), among the Voting Trustees, participating holders of the Common Stock of Graybar Electric Company, Inc. ("Graybar" or the "Company") and Graybar was filed for years prior to 1982 on Form 16-K, which was discontinued by the Securities and Exchange Commission (the "Commission") pursuant to Securities Exchange Act Release No. 34-18524, effective May 24, 1982 (the "Release").  In the Release, the Commission indicated that although Form 16-K was being discontinued, voting trusts would continue to be required to file annual reports.  Specific requirements respecting the form of such annual reports were to be determined on a case-by-case basis.



In response to inquiries to the Deputy Chief Counsel of the Commission's Division of Corporation Finance, Graybar has been informed that the Voting Trustees should file an Annual Report on Form 10-K (as the only appropriate form under Section 13 of the Securities Exchange Act of 1934), but that because the requirements of Form 10-K are generally not applicable to elicit information relevant to voting trusts, the information previously required by rescinded Form 16-K should continue to be provided in this Annual Report.  For this reason, the item numbers and information in this Annual Report correspond to the item numbers and disclosure required in the past by rescinded Form 16-K and used in the Annual Report Relating to Voting Trust Interests filed with the Commission by voting trustees in years prior to 1982.



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INFORMATION REGARDING VOTING TRUST





PART I





Item 1.            Deposit and Withdrawal of Securities (1)(2)(3)













Item 2.         Exercise of Voting Rights.



The voting trustees did not exercise voting rights under the Voting Trust Agreement during the fiscal year with respect to any matter, except that the voting trustees voted the shares of Common Stock held by them at the Graybar 2025 annual meeting for the election of eight directors, the approval of the 2025 Three-Year Stock Plan and the approval of a by-law amendment to authorize the board to set the number of directors in accordance with New York law.

 

Item 3.         Exercise of Other Powers.



The voting trustees exercised no powers under the 2017 Voting Trust Agreement, other than voting rights and the distribution of dividends upon the underlying securities, during the fiscal year.  On March 6, 2026, the 2017 voting trustees terminated the 2017 Voting Trust in accordance with its terms.



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Item 4.          Ownership of Voting Trust Certificates and Other Securities.



The following table presents information, as of March 18, 2026, as to Voting Trust Interests owned of record by each individual Voting Trustee.  As of March 18, 2026,  no Voting Trustee owned any securities of Graybar, other than those deposited under the Voting Trust Agreement, or any securities of Graybar's subsidiaries.  No other person owns of record, or is known by the Voting Trustees to own beneficially, more than five percent of the Voting Trust Interests.





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Item 5.            Business Experience of Voting Trustees.



The information with respect to the business experience of the Voting Trustees required to be included pursuant to this Item 5 is included in the Supplemental Item under the caption “Executive Officers of the Registrant”, in the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 or will be included under the caption "Proposal 1: Nominees for Election as Directors" in Graybar's Definitive Information Statement relating to the 2026 Annual Meeting of Shareholders (the "Information Statement"), to be filed with the Commission pursuant to Rule 14c-5 under the Securities Exchange Act of 1934, each of which is incorporated herein by reference.





Item 6.            Business and Professional Connection of Voting Trustees with Issuer, Affiliates and Underwriters.



The information with respect to the business and professional connections of each Voting Trustee with Graybar and any of its affiliates is included in the Supplemental Item under the caption “Executive Officers of the Registrant”, in the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 or will be included under the caption "Proposal 1: Nominees for Election as Directors" in the Information Statement, each of which is incorporated herein by reference.





Item 7.            Other Activities of Voting Trustees.



Except as described in this Annual Report, the 2017 Voting Trustees did not perform any other activities as voting trustees during the fiscal year.





Item 8.            Representation of Other Persons by Voting Trustees.



The 2017 Voting Trustees represented no persons other than holders of Voting Trust Interests under the 2017 Voting Trust Agreement during the year.

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Item 9.            Remuneration of Voting Trustees.



The following table presents information as to the aggregate remuneration received by each Voting Trustee for services in all capacities during the fiscal year from Graybar and its subsidiaries.  No Voting Trustee received any remuneration from any person or persons for acting as a Voting Trustee.









Item 12.          Lists of Exhibits Filed.



(4)   Instruments defining the rights of security holders, including indentures.



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 Registration Statement on Form S-1 (Registration No. 333-214560), and is incorporated herein by reference.



Voting Trust Agreement dated as of March 6, 2026, a form of which is filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (Commission File No. 000-00255) and incorporated herein by reference.



















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SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K, amended as prescribed by the Commission, has been signed below by the following persons, as Voting Trustees, as of March 18, 2026, said Voting Trustees being invested with the power to bind all of the Voting Trustees.

















































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