UNITED STATES
‎SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2023

GRAYBAR ELECTRIC COMPANY, INC.
‎(Exact Name of Registrant as specified in Charter)

New York
‎(State or other jurisdiction
‎of incorporation) 000-00255
‎(Commission File Number) 13-0794380
‎(I.R.S. Employer
‎Identification No.)

34 North Meramec Avenue
‎St. Louis, MO 63105
‎(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 573-9200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:		None
Title of each class	Trading Symbol(s)		Name of each exchange on which registered
N/A	N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934

Emerging Growth Company  ¨

If an emerging 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. ¨

Item 1.01 Entry into a Material Definitive Agreement

On July 20, 2023, Graybar Electric Company, Inc. (the “Company”) amended its agreement with PGIM, Inc. (“Prudential”) and each other Prudential Affiliate that becomes bound by the Agreement (the “Prudential Shelf Agreement”). The amendment, among other things, increased availability under the Prudential Shelf Agreement by $100 million to $200 million and extended the issuance period to August 2026. The other material terms of the Prudential Shelf Agreement remain unchanged.

The description of the amendment to the Prudential Shelf Agreement in this Form 8-K does not purport to be complete and is qualified in its entirety by the full text of the amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

‎

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 hereunto duly authorized.

	GRAYBAR ELECTRIC COMPANY, INC.
Date:July 20, 2023	By: /s/ Matthew W. Geekie
	Matthew W. Geekie
	Senior Vice President, Secretary &
	General Counsel