Director at W.W. Grainger (GWW) receives grant of deferred stock units

Rhea-AI Filing Summary

Perez Beatriz R reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director receives equity-based compensation. Director Beatriz R. Perez was granted 10 Deferred Stock Units on March 1, 2026 at a reference price of $1,144.73 per unit. After this award, she holds a total of 5,099 Deferred Stock Units directly. These units are expected to settle in shares of common stock on a one-for-one basis after her service as a director ends.

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

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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^*

Perez Beatriz R

(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)
03/01/2026

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)	03/01/2026		A		10		(2)	(2)	Common Stock	10	$1,144.73	5,099	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 Beatriz R. Perez, Director	03/03/2026
	** 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.

FAQ

What insider transaction did W.W. Grainger (GWW) report for Beatriz R. Perez?

W.W. Grainger reported that director Beatriz R. Perez received a grant of 10 Deferred Stock Units. This was recorded as an acquisition type transaction, reflecting equity-based compensation rather than an open-market purchase or sale of the company’s common stock.

How many W.W. Grainger Deferred Stock Units does Beatriz R. Perez now hold?

Following the March 1, 2026 award, Beatriz R. Perez holds 5,099 Deferred Stock Units. This total reflects her direct beneficial ownership in these derivative securities as reported, including the newly granted 10 units in the latest Form 4 filing.

At what price were the new W.W. Grainger Deferred Stock Units valued in the Form 4?

The 10 newly granted Deferred Stock Units were valued at a reference price of $1,144.73 per unit. This price is used for reporting purposes and does not indicate an open-market purchase but rather the valuation of this director equity award.

When will the W.W. Grainger Deferred Stock Units granted to Beatriz R. Perez settle?

The Deferred Stock Units granted to Beatriz R. Perez are expected to settle in shares of W.W. Grainger common stock on a one-for-one basis. Settlement is scheduled to occur following the end of her service as a director, according to the Form 4 footnote.

Is the W.W. Grainger (GWW) Form 4 transaction a stock purchase or a grant?

The Form 4 transaction is a grant of Deferred Stock Units, not an open-market stock purchase. It is classified as an acquisition due to a grant or award, reflecting director compensation that will convert into common shares after the director’s service ends.

What type of security did W.W. Grainger report for director compensation in this Form 4?

The filing reports "Deferred Stock Units" as the security type granted to director Beatriz R. Perez. These derivative securities are structured to convert into shares of W.W. Grainger common stock on a one-for-one basis after she concludes her board service.