[144] W.W. Grainger, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for W.W. Grainger, Inc. (GWW): An insider plans to sell 500 shares of common stock through Morgan Stanley Smith Barney on the NYSE, with an approximate sale date of 09/09/2025. The shares were acquired on 04/01/2024 as restricted stock that vested under a registered compensation plan and were paid as compensation. The filing reports 47,832,244 shares outstanding and lists the aggregate market value of the proposed sale as $496,430.00. No other sales in the past three months were reported. The filer also certifies they are unaware of any undisclosed material adverse information about the issuer.

Positive

• Small portion of outstanding shares: 500 shares represent approximately 0.001% of 47,832,244 shares outstanding
• Acquisition origin disclosed: Shares were received via restricted stock vesting under a registered plan, indicating compensation-related sale
• No recent sales: The filing reports Nothing to Report for securities sold during the past three months

Negative

• Insider sale announced: The notice signals an upcoming sale of insider-held shares on 09/09/2025, which some investors view negatively
• Limited context on trading plan: The filing does not state whether the sale is under a 10b5-1 plan or other pre-arranged trading instruction

Insights

Securities Analyst

TL;DR Insider plans a small, routine sale of vested restricted shares; not likely material to equity value.

The proposed sale of 500 shares represents a minuscule portion of the company’s 47.8 million shares outstanding (~0.001%) and an aggregate value of $496,430. The shares were acquired via restricted stock vesting and characterized as compensation, which is a common source for insider sales. No prior sales in the past three months were reported, reducing concerns about an ongoing selling program. Based solely on the filing, this appears to be a routine disposition of vested compensation rather than a signal of material company-specific issues.

Corporate Governance Expert

TL;DR Filing documents compliant, includes the insider certification; sale appears procedural under compensation vesting.

The Form 144 discloses the broker, intended exchange (NYSE), and the nature of acquisition as restricted stock vesting under a registered plan, which aligns with standard governance and disclosure practices. The filer’s representation that no undisclosed material adverse information exists is noted on the form. Absent additional context (such as a trading plan date or pattern of sales), this single notice is consistent with routine post-vesting sell orders and raises no immediate governance red flags based on the information provided.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	500	496430.00	47832244	09/09/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/01/2024	Restricted stock vesting under a registered plan	Issuer			500	04/01/2024	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for W.W. Grainger (GWW) disclose?

The form discloses a proposed sale of 500 common shares via Morgan Stanley Smith Barney on the NYSE, with an approximate sale date of 09/09/2025 and an aggregate market value of $496,430.00.

How were the 500 shares acquired according to the filing?

The shares were acquired on 04/01/2024 through restricted stock vesting under a registered plan and the consideration is listed as compensation.

Is this sale large relative to GWW's outstanding shares?

No. The filing reports 47,832,244 shares outstanding; the 500 shares equal roughly 0.001% of the total outstanding shares.

Does the filing report other insider sales in the past three months?

No. The section for securities sold during the past three months states Nothing to Report.

Which broker and exchange are named in the Form 144?

The broker is Morgan Stanley Smith Barney LLC and the intended exchange is the NYSE.