Grainger director awarded 176 deferred stock units

SANTI ERNEST SCOTT reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SANTI ERNEST SCOTT reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger, Inc. director Ernest Scott Santi reported a routine equity award and updated holdings. He received a grant of 176 Deferred Stock Units, which are expected to settle in shares of common stock on a one-for-one basis after his board service ends.

Following this grant, he holds 10,612 Deferred Stock Units directly, each linked to one share of common stock, and 303 shares of common stock directly. The filing shows compensation-related equity accumulation rather than open-market buying or selling.

Insider Trade Summary

Grant/Award: 176 shares

Grant/Award 2 txns

Insider SANTI ERNEST SCOTT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	176	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 10,612 contracts (Direct); Common Stock — 303 shares (Direct)

Footnotes (2)

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.

Key Figures

Deferred Stock Units granted: 176 units Deferred Stock Units after grant: 10,612 units Common stock holdings: 303 shares +1 more

4 metrics

Deferred Stock Units granted 176 units Grant to director on 2026-04-29

Deferred Stock Units after grant 10,612 units Total DSUs held directly after 2026-04-29 award

Common stock holdings 303 shares Direct common stock owned after reported transactions

DSU conversion ratio 1-for-1 Each Deferred Stock Unit expected to settle into one common share

Key Terms

Deferred Stock Units, grant/award acquisition, underlying security, one-for-one

4 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""

underlying security financial

"underlying_security_title": "Common Stock""

one-for-one financial

"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) disclose for Ernest Scott Santi?

W.W. Grainger disclosed that director Ernest Scott Santi received 176 Deferred Stock Units. These units are a compensation-related equity award, not an open-market trade, and are expected to convert into shares of common stock after his service as a director ends.

How many Deferred Stock Units does Ernest Scott Santi now hold at W.W. Grainger (GWW)?

After the latest grant, Ernest Scott Santi holds 10,612 Deferred Stock Units. Each unit is expected to settle into one share of W.W. Grainger common stock upon the end of his board service, representing deferred equity-based compensation rather than immediate stock ownership.

Did Ernest Scott Santi buy or sell W.W. Grainger (GWW) shares in this Form 4 filing?

The filing does not show any open-market buying or selling by Ernest Scott Santi. It reports a grant of 176 Deferred Stock Units as compensation and updates his existing direct ownership of 303 common shares, without recording share purchases or sales in the market.

What common stock holdings does Ernest Scott Santi report in W.W. Grainger (GWW)?

Ernest Scott Santi reports direct ownership of 303 shares of W.W. Grainger common stock. This figure appears as a holding entry in the Form 4, separate from his 10,612 Deferred Stock Units, which are structured as deferred equity awards tied to future stock settlement.

How do Ernest Scott Santi’s Deferred Stock Units in W.W. Grainger (GWW) convert to shares?

The Deferred Stock Units are expected to settle into common stock on a one-for-one basis. According to the footnote, settlement occurs following the end of Santi’s service as a director, so each of his 10,612 units is linked to one future W.W. Grainger share.

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

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Accepted by SEC EDGAR 05/01/2026 - 05:18 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^*

SANTI ERNEST SCOTT

(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)
04/29/2026

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
Common Stock								303	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)	04/29/2026		A		176		(2)	(2)	Common Stock	176	$0	10,612	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 Ernest Scott Santi, Director	05/01/2026
	** 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)