W.W. Grainger (GWW) director Santi receives 21 deferred stock units award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

W.W. Grainger director Ernest Scott Santi reported a routine compensation grant of 21 Deferred Stock Units on June 1, 2026. These units are expected to settle into the company’s common stock on a one-for-one basis after his service as a director ends.

Following this grant, Santi directly holds 303 shares of common stock and 10,633 Deferred Stock Units. The filing does not report any open-market purchases or sales, only this grant and updated holdings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SANTI ERNEST SCOTT

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	21	$1,234.24	$26K
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 10,633 shares (Direct, null); Common Stock — 303 shares (Direct, null)

Footnotes (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.

Key Figures

Deferred Stock Units granted: 21 units Grant reference price: $1,234.24 per unit Deferred Stock Units after grant: 10,633 units +2 more

5 metrics

Deferred Stock Units granted 21 units Grant on June 1, 2026 to director Ernest Scott Santi

Grant reference price $1,234.24 per unit Price per Deferred Stock Unit in the award

Deferred Stock Units after grant 10,633 units Total Deferred Stock Units held after the transaction

Common shares held 303 shares Direct common stock ownership after reported transactions

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

Key Terms

Deferred Stock Units, grant/award acquisition, 1-for-1, Form 4

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.

grant/award acquisition financial

"transaction_action: grant/award acquisition for the Deferred Stock Units"

1-for-1 financial

"1-for-1 conversion of deferred stock units into common stock"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 05:13 PM

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)
06/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁾	06/01/2026		A		21		⁽²⁾	⁽²⁾	Common Stock	21	$1,234.24	10,633	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	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did W.W. Grainger (GWW) report for Ernest Scott Santi?

W.W. Grainger reported that director Ernest Scott Santi received a grant of 21 Deferred Stock Units on June 1, 2026. This is a compensation-related award, not an open-market trade, and updates his total derivative holdings in the company.

How many Deferred Stock Units does Ernest Scott Santi hold in W.W. Grainger (GWW) after this Form 4?

After the June 1, 2026 grant, Ernest Scott Santi holds 10,633 Deferred Stock Units. These units represent a right to receive an equivalent number of W.W. Grainger common shares in the future, typically after his board service concludes.

Did Ernest Scott Santi buy or sell W.W. Grainger (GWW) stock in the market?

The Form 4 does not show any open-market buys or sells by Ernest Scott Santi. It only reports a grant of 21 Deferred Stock Units as compensation and an updated statement of his existing common stock and deferred unit holdings.

How do Santi’s Deferred Stock Units in W.W. Grainger (GWW) convert into common shares?

Santi’s Deferred Stock Units are expected to settle into W.W. Grainger common stock on a one-for-one basis. According to the filing footnote, this conversion typically occurs after his service as a director ends, aligning his compensation with long-term shareholder interests.

What are Ernest Scott Santi’s direct common stock holdings in W.W. Grainger (GWW)?

The Form 4 shows Ernest Scott Santi directly holding 303 shares of W.W. Grainger common stock. This figure reflects his direct equity position separate from the 10,633 Deferred Stock Units, which are derivative awards that convert into common shares at a later date.