Grainger (GWW) Director Reports 12 Deferred Units, Ownership Now 5,686 Shares

Rhea-AI Filing Summary

Lucas E. Watson, a director of W.W. Grainger, Inc. (GWW), reported on Form 4 that he acquired 12 deferred stock units on 09/01/2025 that will settle one-for-one into common shares after his service as a director ends. The reporting person holds 5,686 shares of Grainger common stock following the transaction; 157 additional shares are held indirectly in the Watson Trust, of which he is co-trustee. The filing was signed by a power-of-attorney representative on 09/03/2025 and lists Exhibit 24 (Power of Attorney).

Insights

Corporate Governance Expert

TL;DR Routine director compensation converted to deferred units; no unusual insider trading or material change in ownership.

The Form 4 documents a standard director compensation event: 12 deferred stock units credited on 09/01/2025 that are expected to convert one-for-one into common shares after the director's service ends. Post-transaction beneficial ownership is reported at 5,686 shares, with 157 shares held indirectly in a family trust. The filing was executed via power of attorney, and no derivative trades, sales, or unusual codes indicating hedging or disposal are reported. This is a routine disclosure for governance transparency.

Securities Analyst

TL;DR Small incremental share accrual for director compensation; immaterial to company capitalization or investor valuation.

The transaction recorded is the grant/accrual of 12 deferred stock units (1-for-1 settlement to common stock) for a director, increasing reported beneficial ownership to 5,686 shares. The trustee-held 157 shares are disclosed as indirect ownership. There are no purchases or sales of existing shares, no option exercises, and no price per share reported for non-derivative holdings. Impact on outstanding shares or control is negligible given the size.

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

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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^*

Watson Lucas E

(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
Common Stock								157	I	Held in the Watson Trust.(1)

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	(2)	09/01/2025		A		12		(3)	(3)	Common Stock	12	$1,013.5	5,686	D

Explanation of Responses:

1. Held in the Watson Trust UA DTD December 17, 2015, of which the reporting person is co-trustee.

2. 1-for-1

3. 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 Lucas E. Watson, 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 Lucas E. Watson report on the Form 4 for GWW?

The Form 4 reports that Director Lucas E. Watson acquired 12 deferred stock units on 09/01/2025, which will settle one-for-one into common shares after end of service.

How many Grainger (GWW) shares does Lucas E. Watson beneficially own after the transaction?

After the reported transaction, the filing shows 5,686 shares beneficially owned by the reporting person, plus 157 shares held indirectly in the Watson Trust.

What is the nature of the 157 shares listed in the Form 4 for GWW?

The 157 shares are held in the Watson Trust UA dated December 17, 2015, of which Lucas E. Watson is a co-trustee, and are reported as indirect beneficial ownership.

When will the deferred stock units reported on the Form 4 convert to Grainger common stock?

The deferred stock units are expected to settle in shares of common stock on a one-for-one basis following the reporting person's end of service as a director.

Was the Form 4 for GWW signed directly by Lucas E. Watson?

The Form 4 was signed on behalf of Lucas E. Watson by Paul Stanukinas under power of attorney on 09/03/2025 and references Exhibit 24 (Power of Attorney).