WW Grainger SEC Filings

GWW shareholder filed a Rule 144 notice to sell 195 shares of common stock on the NYSE through Morgan Stanley Smith Barney LLC Executive Financial Services.

The shares were acquired on 02/01/2025 via restricted stock vesting under a registered plan from the issuer as payment for services rendered. The filing lists 47549337 shares outstanding and an aggregate market value of 199666.35 for the planned sale.

W.W. Grainger, Inc. reported that its board of directors approved amendments to the company’s By-Laws effective December 10, 2025. The changes are described as updates to modernize and clarify provisions related to virtual annual shareholder meetings and remote communications, and to update or remove outdated terminology.

The company notes that this is a governance and procedural update, and the full amended By-Laws are provided as an exhibit to the report for detailed reference.

W.W. Grainger, Inc. Chairman and CEO Donald G. Macpherson reported multiple transactions in company common stock on December 4 and 5, 2025. He exercised stock options at an exercise price of $311.26 per share, acquiring blocks of 10,500, 8,000, and 12,163 shares, and then sold portions of the stock in numerous open-market transactions at weighted average prices generally between the high $960s and high $970s per share.

The filing also discloses a gift of 3,977 shares at a reported price of $0. All trades were made under a Rule 10b5-1 trading plan adopted on September 4, 2025. After these transactions, Macpherson directly beneficially owned 103,885 shares of W.W. Grainger common stock.

GWW filed a notice under Rule 144 for a planned sale of restricted stock. The seller intends to sell 26,686 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $25,916,375.76. The filing states that 47,549,337 shares of the issuer’s common stock are outstanding. The shares were acquired on 12/04/2025 by exercising stock options for cash on the same date, and the approximate date of sale is also listed as 12/04/2025. The signer represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.

W.W. Grainger director reports deferred stock unit and gift transactions. Director Steven Andrew White reported derivative transactions dated 12/01/2025 involving deferred stock units tied to W.W. Grainger common stock. One transaction shows the acquisition of 5 deferred stock units, with each unit described as 1-for-1 with common stock and expected to settle in shares after his service as a director ends. Additional entries reflect that 5 stock units were gifted to his spouse and then transferred into a family trust where he serves as trustee and primary beneficiary, with 2,620 deferred stock units shown as indirectly owned through the family trust, over which he has voting and investment power.

W.W. Grainger director Lucas E. Watson reported routine equity activity. On December 1, 2025, he acquired 14 deferred stock units, each tied on a 1-for-1 basis to a share of W.W. Grainger common stock and expected to settle in stock after his service as a director ends. Following this transaction, he beneficially owns 5,700 deferred stock units directly. He also indirectly holds 157 shares of common stock through the Watson Trust UA DTD December 17, 2015, where he serves as co-trustee.

W.W. Grainger, Inc. director Susan Slavik Williams reported a new equity award and detailed her holdings of the company’s stock. On 12/01/2025, she acquired 5 deferred stock units at a price of $948.63 per unit, which are expected to settle in shares of common stock on a one-for-one basis after her service as a director ends. Following this transaction, she beneficially owns 2,171 deferred stock units held directly.

In addition to derivative holdings, she reports ownership of W.W. Grainger common stock in several forms. These include 8,342 shares held directly, and multiple indirect positions held through various trusts and limited liability companies for her benefit and that of her immediate family. For several of these indirect positions she disclaims beneficial ownership except to the extent of her actual pecuniary interest.

W.W. Grainger, Inc. director Ernest Scott Santi reported insider transactions dated 12/01/2025. The filing shows a disposition of 303 shares of common stock, reducing his directly held non-derivative position. At the same time, he acquired 25 deferred stock units, each designed to convert into one share of common stock after his service as a director ends. Following these transactions, he directly holds 10,415 deferred stock units, providing equity exposure that settles in common stock in the future.

W.W. Grainger, Inc. director Neil S. Novich reported changes in his equity holdings. On 12/01/2025, he acquired 79 deferred stock units, each intended to convert into one share of common stock after his service as a director ends. These deferred stock units are tied to the company’s common stock at a reference price of $948.63 per share. Following this transaction, he beneficially owned 33,223 deferred stock units and 4,605 shares of common stock, all held directly.