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  4. [Form 4] W.W. GRAINGER, INC. Insider Trading Activity

Grainger (NYSE: GWW) director receives new deferred stock unit awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Davis George S reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director George S. Davis reported receiving deferred stock units as compensation, not through open-market trades. On the reported date, he was granted 142 deferred stock units tied to common stock at a reference price of $1,160.14 per share, bringing that award line to 1,257 units.

He also received a separate grant of 176 deferred stock units in lieu of cash compensation for board service, with that award line totaling 1,115 units afterward. These deferred stock units are expected to settle in an equal number of common shares on a one-for-one basis after his service as a director ends.

Positive

  • None.

Negative

  • None.
Insider Davis George S
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 176 $0.00 --
Grant/Award Deferred Stock Units 142 $1,160.14 $165K
Holdings After Transaction: Deferred Stock Units — 1,115 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. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors.
Deferred stock unit grant 142 units Award tied to common stock at $1,160.14 reference price
Deferred stock units after 142-unit grant 1,257 units Total for that award line following the transaction
Additional deferred stock unit grant 176 units Award received in lieu of cash compensation for board service
Deferred stock units after 176-unit grant 1,115 units Total for that award line following the transaction
Conversion price of deferred stock units $0.00 Units expected to settle one-for-one into common stock
Reference price for 142-unit grant $1,160.14 per share Price used for calculating deferred stock unit grant value
Deferred Stock Units financial
"The deferred stock units are expected to settle in shares of common stock on a one-for-one basis"
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.
one-for-one basis financial
"expected to settle in shares of common stock on a one-for-one basis"
in lieu of cash compensation financial
"The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors"
underlying security financial
"underlying_security_title: Common Stock with underlying_security_shares for each unit grant"
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Davis George S
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(1)04/29/2026A176 (2) (2)Common Stock176$01,115D
Deferred Stock Units(1)04/29/2026A(3)142 (2) (2)Common Stock142$1,160.141,257D
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.
3. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors.
Remarks:
/s/ Cherita Thomas, by POA from George S. Davis, Director05/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did W.W. Grainger (GWW) disclose for George S. Davis?

W.W. Grainger disclosed that director George S. Davis received grants of deferred stock units as board compensation. He acquired 142 units at a reference price of $1,160.14 and 176 additional units in lieu of cash fees, all settling in common stock after his board service ends.

Were the W.W. Grainger (GWW) Form 4 transactions open-market buys or sells?

The Form 4 for W.W. Grainger shows no open-market buys or sells. Director George S. Davis reported two acquisition transactions coded as awards of deferred stock units, reflecting non-cash compensation rather than discretionary trading in the company’s common stock.

How many deferred stock units does George S. Davis hold after the latest W.W. Grainger (GWW) grants?

After the reported grants, one deferred stock unit award line for George S. Davis totals 1,257 units and another totals 1,115 units. Each unit represents a right to receive one share of W.W. Grainger common stock following the end of his board service.

What is the settlement feature of W.W. Grainger (GWW) deferred stock units granted to directors?

The deferred stock units granted to W.W. Grainger director George S. Davis are expected to settle in common stock on a one-for-one basis. Settlement is scheduled to occur following the end of his service as a director, aligning the awards with long-term board tenure.

Why did George S. Davis receive deferred stock units from W.W. Grainger (GWW)?

George S. Davis received deferred stock units from W.W. Grainger as compensation for serving on the board. One footnote states he elected or accepted deferred stock units instead of cash fees, turning immediate cash compensation into equity-based, stock-settled awards tied to his board service.

What does the $1,160.14 price mean in the W.W. Grainger (GWW) Form 4 filing?

In the Form 4, $1,160.14 appears as the reference price for a 142-unit deferred stock grant. Although these units have a zero conversion price, this figure typically reflects the company’s stock value used for calculating the grant’s size as part of director compensation.