Grainger director gifts 576 deferred stock units

Rhea-AI Filing Summary

W.W. Grainger director Katherine D. Jaspon reported gifting deferred stock units rather than trading shares in the market. On May 12, 2026, she made two bona fide gift transfers totaling 576 deferred stock units, each unit tied one-for-one to common stock.

One gift of 288 units came from indirect holdings in a family trust, leaving 1,847 units held indirectly after the transaction. A second gift of 288 units came from her direct holdings, reducing that deferred stock unit balance to zero. These are compensation-related equity units expected to settle in common shares after her board service ends, not open-market sales.

Insider Trade Summary

576 shares gifted

Gift 2 txns

Insider Jaspon Katherine D.

Role Director

Type	Security	Shares	Price	Value
Gift	Deferred Stock Units	288	$0.00	$0.00
Gift	Deferred Stock Units	288	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 0 contracts (Direct); Deferred Stock Units — 1,847 contracts (Indirect, Family Trust)

Footnotes (3)

1. F1. 1-for-1
2. F2. 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. F3. Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee, and her spouse and any mutual descendants of her and her spouse are beneficiaries.

Key Figures

Total gifted deferred stock units: 576 units Gift from indirect holdings: 288 units Indirect units after transaction: 1,847 units +3 more

6 metrics

Total gifted deferred stock units 576 units Bona fide gifts on May 12, 2026

Gift from indirect holdings 288 units Deferred stock units held via family trust

Indirect units after transaction 1,847 units Deferred stock units remaining in family trust

Gift from direct holdings 288 units Deferred stock units held directly

Direct units after transaction 0 units Deferred stock units remaining directly held

Conversion ratio 1-for-1 Deferred stock units to common stock on settlement

Key Terms

Deferred Stock Units, bona fide gift, Family Trust, one-for-one

4 terms

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.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Family Trust financial

"Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee"

one-for-one financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did W.W. Grainger (GWW) director Katherine D. Jaspon report?

Katherine D. Jaspon reported bona fide gift transfers of deferred stock units, not market trades. She disposed of 576 units in total on May 12, 2026, reflecting gifts of her equity-based compensation interests.

How many W.W. Grainger (GWW) deferred stock units did Jaspon gift?

She gifted 576 deferred stock units in total. The filing shows two separate 288-unit gifts, one from indirect holdings in a family trust and one from her directly held deferred stock units.

Were Katherine D. Jaspon’s W.W. Grainger (GWW) gifts open-market sales?

No, the transactions were reported as Code G bona fide gifts, not open-market sales. There was no transaction price, and the filing classifies them as gift transfers of deferred stock units linked to common stock.

What W.W. Grainger (GWW) holdings does Jaspon report after these gifts?

After the transactions, Jaspon reports 1,847 deferred stock units held indirectly through a family trust. Her direct holding of deferred stock units fell to zero, based on the total shares following each transaction in the filing.

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

The filing states her deferred stock units are expected to settle one-for-one in shares of common stock. Settlement is described as occurring following the end of her service as a director, tying the units to future equity delivery.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 05:14 PM Learn about SEC filing dates

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^*

Jaspon Katherine D.

(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)
05/12/2026

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)	05/12/2026		G			288	(2)	(2)	Common Stock	288	$0	0	D
Deferred Stock Units	(1)	05/12/2026		G		288		(2)	(2)	Common Stock	288	$0	1,847	I	Family Trust(3)

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. Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee, and her spouse and any mutual descendants of her and her spouse are beneficiaries.

Remarks:

	/s/ Cherita Thomas, by POA from Katherine D. Jaspon, Director	05/12/2026
	** 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)