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

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Macpherson Donald G
Role Chairman and CEO
Sold 26,686 shs ($25.96M)
Approx. gross sale proceeds $25.96M
Approx. exercise cost $9.54M
Type Security Shares Price Value
Exercise Stock Option 12,163 $0.00 $0.00
Exercise Common Stock 12,163 $311.26 $3.79M
Sale Common Stock 48 $962.9319 $46K
Sale Common Stock 111 $964.0643 $107K
Sale Common Stock 1 $965.19 $965.19
Sale Common Stock 240 $967.4636 $232K
Sale Common Stock 824 $968.5939 $798K
Sale Common Stock 691 $969.7731 $670K
Sale Common Stock 1,382 $970.4117 $1.34M
Sale Common Stock 1,023 $971.7747 $994K
Sale Common Stock 1,267 $972.7669 $1.23M
Sale Common Stock 1,900 $973.647 $1.85M
Sale Common Stock 4,183 $974.4676 $4.08M
Sale Common Stock 493 $975.3373 $481K
Exercise Stock Option 10,500 $0.00 $0.00
Exercise Stock Option 8,000 $0.00 $0.00
Exercise Common Stock 10,500 $311.26 $3.27M
Exercise Common Stock 8,000 $311.26 $2.49M
Sale Common Stock 1,907 $968.8468 $1.85M
Sale Common Stock 1,400 $969.4054 $1.36M
Sale Common Stock 755 $970.4614 $733K
Sale Common Stock 1,015 $971.4104 $986K
Sale Common Stock 1,159 $972.6214 $1.13M
Sale Common Stock 2,552 $973.6821 $2.48M
Sale Common Stock 2,971 $974.4535 $2.90M
Sale Common Stock 1,844 $975.4195 $1.80M
Sale Common Stock 720 $976.5783 $703K
Sale Common Stock 200 $978.4094 $196K
Gift Common Stock 3,977 $0.00 $0.00
Holdings After Transaction: Stock Option — 0 shares (Direct); Common Stock — 103,885 shares (Direct)
Footnotes (23)
  1. F1. Transaction pursuant to a Rule 10b5-1 trading program adopted on September 4, 2025.
  2. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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. F7. 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. F8. 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. F9. 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. F10. 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. F11. 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. F12. 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. F13. 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. F14. 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. F15. 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. F16. 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. F17. 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. F18. 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. F19. 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. F20. 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. F21. 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. F22. 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. F23. 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.

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Form 4 Insider Transactions: What Each Field Means →
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
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.

Source: View Original Filing on SEC EDGAR