[Form 4] W.W. GRAINGER, INC. Insider Trading Activity

Rhea-AI Filing Summary

W.W. Grainger, Inc. Chairman and CEO Donald G. Macpherson reported multiple transactions in company common stock on December 4 and 5, 2025. He exercised stock options at an exercise price of $311.26 per share, acquiring blocks of 10,500, 8,000, and 12,163 shares, and then sold portions of the stock in numerous open-market transactions at weighted average prices generally between the high $960s and high $970s per share.

The filing also discloses a gift of 3,977 shares at a reported price of $0. All trades were made under a Rule 10b5-1 trading plan adopted on September 4, 2025. After these transactions, Macpherson directly beneficially owned 103,885 shares of W.W. Grainger common stock.

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).

X

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^*

Macpherson Donald G

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

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	12/04/2025		M(1)		10,500	A	$311.26	114,385	D
Common Stock	12/04/2025		M(1)		8,000	A	$311.26	122,385	D
Common Stock	12/04/2025		S(1)		1,907(2)	D	$968.8468	120,478	D
Common Stock	12/04/2025		S(1)		1,400(3)	D	$969.4054	119,078	D
Common Stock	12/04/2025		S(1)		755(4)	D	$970.4614	118,323	D
Common Stock	12/04/2025		S(1)		1,015(5)	D	$971.4104	117,308	D
Common Stock	12/04/2025		S(1)		1,159(6)	D	$972.6214	116,149	D
Common Stock	12/04/2025		S(1)		2,552(7)	D	$973.6821	113,597	D
Common Stock	12/04/2025		S(1)		2,971(8)	D	$974.4535	110,626	D
Common Stock	12/04/2025		S(1)		1,844(9)	D	$975.4195	108,782	D
Common Stock	12/04/2025		S(1)		720(10)	D	$976.5783	108,062	D
Common Stock	12/04/2025		S(1)		200(11)	D	$978.4094	107,862	D
Common Stock	12/04/2025		G		3,977	D	$0	103,885	D
Common Stock	12/05/2025		M(1)		12,163	A	$311.26	116,048	D
Common Stock	12/05/2025		S(1)		48(12)	D	$962.9319	116,000	D
Common Stock	12/05/2025		S(1)		111(13)	D	$964.0643	115,889	D
Common Stock	12/05/2025		S(1)		1	D	$965.19	115,888	D
Common Stock	12/05/2025		S(1)		240(14)	D	$967.4636	115,648	D
Common Stock	12/05/2025		S(1)		824(15)	D	$968.5939	114,824	D
Common Stock	12/05/2025		S(1)		691(16)	D	$969.7731	114,133	D
Common Stock	12/05/2025		S(1)		1,382(17)	D	$970.4117	112,751	D
Common Stock	12/05/2025		S(1)		1,023(18)	D	$971.7747	111,728	D
Common Stock	12/05/2025		S(1)		1,267(19)	D	$972.7669	110,461	D
Common Stock	12/05/2025		S(1)		1,900(20)	D	$973.647	108,561	D
Common Stock	12/05/2025		S(1)		4,183(21)	D	$974.4676	104,378	D
Common Stock	12/05/2025		S(1)		493(22)	D	$975.3373	103,885	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
Stock Option	$311.26	12/04/2025		M(1)			10,500	04/01/2022(23)	03/31/2029	Common Stock	10,500	$0	20,163	D
Stock Option	$311.26	12/04/2025		M(1)			8,000	04/01/2022(23)	03/31/2029	Common Stock	8,000	$0	12,163	D
Stock Option	$311.26	12/05/2025		M(1)			12,163	04/01/2022(23)	03/31/2029	Common Stock	12,163	$0	0	D

Explanation of Responses:

1. Transaction pursuant to a Rule 10b5-1 trading program adopted on September 4, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $967.95 to $968.91, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (22).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $969.03 to $970.00, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $970.04 to $971.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $971.04 to $971.98, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $972.06 to $973.05, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $973.07 to $974.06, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $974.07 to $975.03, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $975.10 to $976.09, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $976.17 to $977.05, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $977.73 to $978.66, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $962.73 to $963.54, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $963.80 to $964.72, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $967.05 to $968.00, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $968.07 to $969.03, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $969.07 to $970.05, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $970.08 to $971.05, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $971.12 to $972.08, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $972.13 to $973.12, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $973.14 to $974.13, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $974.15 to $975.14, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $975.16 to $975.80, inclusive.

23. The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.

Remarks:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from Donald G. Macpherson, Chairman and CEO	12/08/2025
	** Signature of Reporting Person	Date
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