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

W.W. Grainger (GWW) director George S. Davis granted deferred stock units

Filing Impact
(Neutral)
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, Inc. director George S. Davis received a grant of 3 Deferred Stock Units as compensation. These units are derivatives tied to the company’s common stock and are expected to settle in shares on a one-for-one basis after his service as a director ends. Following this award, he holds a total of 1,260 Deferred Stock Units directly.

Positive

  • None.

Negative

  • None.
Insider Davis George S
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 3 $1,234.24 $4K
Holdings After Transaction: Deferred Stock Units — 1,260 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.
Deferred Stock Units granted 3 units Grant to director on 2026-06-01
Grant price per unit $1,234.24 Deferred Stock Units transaction price
Deferred Stock Units after transaction 1,260 units Total directly held by George S. Davis
Settlement ratio 1-for-1 Deferred Stock Units to common stock basis
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"
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 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)
06/01/2026		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)06/01/2026A3 (2) (2)Common Stock3$1,234.241,260D
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 George S. Davis, Director06/02/2026
** 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) director George S. Davis report?

George S. Davis reported receiving 3 Deferred Stock Units in a compensation-related transaction. The filing classifies this as a grant or award acquisition, increasing his directly held Deferred Stock Units to 1,260 after the transaction.

How many Deferred Stock Units does George S. Davis hold after this Form 4 for GWW?

After the reported transaction, George S. Davis holds 1,260 Deferred Stock Units directly. This total reflects the addition of 3 newly granted units, which are tied to W.W. Grainger’s common stock on a one-for-one settlement basis.

At what price were the W.W. Grainger (GWW) Deferred Stock Units granted to George S. Davis?

The 3 Deferred Stock Units were recorded at a transaction price of $1,234.24 per unit. This price is shown in the Form 4 data and applies to the grant classified as a derivative security linked to common stock.

How will George S. Davis’s W.W. Grainger (GWW) Deferred Stock Units settle?

The Deferred Stock Units are expected to settle in shares of W.W. Grainger common stock on a one-for-one basis. Settlement is described as occurring following the end of George S. Davis’s service as a director of the company.

Is the W.W. Grainger (GWW) Form 4 transaction a purchase or a grant for George S. Davis?

The transaction is a grant or award acquisition of 3 Deferred Stock Units, not an open-market purchase. The Form 4 classifies it with transaction code A, described as a grant, award, or other acquisition of a derivative security.