W.W. Grainger (GWW) director receives deferred stock unit grant, holds 536 units

Rhea-AI Filing Summary

W.W. Grainger director Cindy J. Miller received a routine compensation grant of 1 Deferred Stock Unit. The unit was granted on June 1, 2026 at a reference value of $1,234.24 per unit and is tied to 1 underlying share of common stock on a one-for-one basis.

After this award, Miller holds a total of 536 Deferred Stock Units, which are expected to settle in shares of common stock on a one-for-one basis following the end of her service as a director. This filing reflects a standard grant/award acquisition rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Miller Cindy J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	1	$1,234.24	$1K

Holdings After Transaction: Deferred Stock Units — 536 shares (Direct, null)

Footnotes (1)

1. 1-for-1 The deferred stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.

Key Figures

Deferred Stock Units granted: 1 unit Transaction value per unit: $1,234.24 Deferred Stock Units held post-transaction: 536 units +1 more

4 metrics

Deferred Stock Units granted 1 unit Grant to director Cindy J. Miller on June 1, 2026

Transaction value per unit $1,234.24 Reference price for the 1 Deferred Stock Unit granted

Deferred Stock Units held post-transaction 536 units Total Deferred Stock Units held by Cindy J. Miller after grant

Underlying common stock ratio 1-for-1 Each Deferred Stock Unit expected to settle into 1 common share

Key Terms

Deferred Stock Units, grant/award acquisition, one-for-one basis

3 terms

Deferred Stock Units financial

"The deferred stock units are expected to settle in shares of common stock"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

grant/award acquisition financial

"transaction_action: grant/award acquisition, transaction_code_description: Grant, award, or other acquisition"

one-for-one basis financial

"expected to settle in shares of common stock on a one-for-one basis"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Cindy J

(Last) (First) (Middle)

100 GRAINGER PARKWAY

(Street)

LAKE FOREST ILLINOIS 60045

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
W.W. GRAINGER, INC. [ GWW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(1)	06/01/2026		A		1		(2)	(2)	Common Stock	1	$1,234.24	536	D

Explanation of Responses:

1. 1-for-1

2. The deferred stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.

Remarks:

	/s/ Cherita Thomas, by POA from Cindy J. Miller, Director	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did W.W. Grainger (GWW) report for Cindy J. Miller?

W.W. Grainger reported that director Cindy J. Miller received a grant of 1 Deferred Stock Unit. This is a compensation-related award, not an open-market trade, and represents an additional unit tied to the company’s common stock.

How many Deferred Stock Units does Cindy J. Miller hold after this GWW Form 4?

After the reported transaction, Cindy J. Miller holds 536 Deferred Stock Units. These units are linked to W.W. Grainger common shares and represent her accumulated deferred equity compensation as a director as shown in this Form 4 filing.

Is the GWW Form 4 transaction a stock purchase or sale by Cindy J. Miller?

The GWW Form 4 reports a grant/award acquisition, not a stock purchase or sale. Miller received 1 Deferred Stock Unit as compensation, so there was no open-market buying or selling activity disclosed in this particular filing.

At what value was Cindy J. Miller’s new Deferred Stock Unit recorded for GWW?

The new Deferred Stock Unit for Cindy J. Miller was recorded at a value of $1,234.24 per unit. This value is reported in the Form 4 as the transaction price, providing a reference amount for the single unit granted.

How will Cindy J. Miller’s Deferred Stock Units in GWW ultimately settle?

Cindy J. Miller’s Deferred Stock Units are expected to settle in W.W. Grainger common stock on a one-for-one basis. According to the footnote, settlement occurs following the end of her service as a director, converting each unit into one share.

Does the GWW Form 4 indicate any remaining derivative positions for Cindy J. Miller?

The GWW Form 4 shows a derivative transaction in Deferred Stock Units but lists no additional derivative positions in the derivative summary. The filing highlights only the 1-unit grant and the resulting total of 536 Deferred Stock Units held.