W.W. Grainger (GWW) director Klein logs 65-share sale and new deferred unit

Rhea-AI Filing Summary

W.W. Grainger director Christopher J. Klein reported a routine change in his holdings of company equity. The filing shows a disposition of 65 shares of common stock, reducing his directly held non-derivative shares. It also reports the acquisition of 1 deferred stock unit, linked on a one-for-one basis to 1 share of common stock, at a reference price of $948.63, bringing his total deferred stock units to 439.

The deferred stock units are expected to settle in shares of common stock on a one-for-one basis after his service as a director ends, meaning he will receive actual shares at that time rather than immediately.

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

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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^*

KLEIN CHRISTOPHER J

(Last) (First) (Middle)

100 GRAINGER PARKWAY

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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

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

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

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
Common Stock								65	D

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)	12/01/2025		A		1		(2)	(2)	Common Stock	1	$948.63	439	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/ Paul Stanukinas, by POA from Christopher J. Klein, Director	12/03/2025
	** 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.

FAQ

What insider transaction did W.W. Grainger (GWW) disclose in this Form 4?

The company disclosed that director Christopher J. Klein reported a change in his holdings, including a disposition of 65 shares of W.W. Grainger common stock and an acquisition of 1 deferred stock unit tied to 1 share of common stock.

Who is the reporting person in this W.W. Grainger (GWW) Form 4 filing?

The reporting person is Christopher J. Klein, who is identified as a director of W.W. GRAINGER, INC. in the filing.

When did the earliest reported transaction occur in this W.W. Grainger (GWW) Form 4?

The earliest reported transaction date in the filing is 12/01/2025, as shown in the transaction detail section.

How many deferred stock units does the W.W. Grainger (GWW) director hold after this transaction?

After acquiring 1 deferred stock unit, the director holds 439 deferred stock units, each linked to 1 share of W.W. Grainger common stock.

How are the W.W. Grainger (GWW) deferred stock units for the director expected to settle?

The filing states that the deferred stock units are expected to settle in shares of common stock on a one-for-one basis following the end of the director’s service.

What is the reference price for the new deferred stock unit reported by W.W. Grainger (GWW)?

The newly acquired deferred stock unit is shown with a price of $948.63, with the underlying amount of 1 share of common stock.