W.W. Grainger (GWW) Director Adds 2 Deferred Stock Units; Holdings Now 935 Shares

Rhea-AI Filing Summary

George S. Davis, a director of W.W. Grainger, Inc. (GWW), reported the acquisition of 2 deferred stock units on 09/01/2025 that are expected to settle one-for-one into common stock after his service as a director ends. The Form 4 shows these units were added to his holdings and that he beneficially owns 935 shares following the reported transaction. The filing was signed by Paul Stanukinas by power of attorney on 09/03/2025. The report identifies the ownership form as direct and notes the deferred units convert to common stock on a 1-for-1 basis.

Positive

• Director compensation aligned with shareholders via deferred stock units converting 1-for-1 to common stock
• Clear disclosure of post-transaction beneficial ownership (935 shares) and direct ownership form

Negative

• None.

Insights

Financial Analyst

TL;DR: Minor director compensation in deferred stock units; no material change to share count or control.

The report documents a routine director compensation event: acquisition of 2 deferred stock units that will convert one-for-one to common shares after service termination. The incremental change is immaterial relative to the reported 935 shares beneficially owned post-transaction and to Grainger's overall outstanding shares. This type of filing is standard for equity-based director remuneration and does not indicate trading strategy or company performance.

Corporate Governance Expert

TL;DR: Standard governance disclosure showing alignment of director compensation with shareholder interests through deferred equity.

The Form 4 reflects governance best practices where director pay is deferred and settled in stock, aligning long-term director incentives with shareholders. The filing was executed via power of attorney, which is routine for administrative processing. There are no disclosures of pledging, derivative manipulations, or indirect ownership types that would raise governance concerns.

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
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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 IL 60045

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	09/01/2025		A		2		(2)	(2)	Common Stock	2	$1,013.5	935	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:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from George S. Davis, Director	09/03/2025
	** 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.

FAQ

What did GWW director George S. Davis acquire on 09/01/2025?

He acquired 2 deferred stock units that are expected to settle one-for-one into common stock after his service as a director ends.

How many Grainger (GWW) shares does George S. Davis beneficially own after this Form 4?

The Form 4 reports 935 shares beneficially owned following the reported transaction.

Was the Form 4 signed directly by George S. Davis?

No; the filing was signed by Paul Stanukinas by power of attorney for George S. Davis on 09/03/2025.

Do the deferred stock units reported for GWW convert to shares at a different ratio?

The filing states the deferred stock units are expected to settle in shares of common stock on a one-for-one basis.

Does this Form 4 indicate any indirect ownership or derivative strategies by the director?

No; the Form 4 lists the ownership form as Direct and shows deferred stock units settling to common stock, with no derivatives or indirect arrangements disclosed.