W.W. Grainger (GWW) director discloses deferred stock units and major share positions

Rhea-AI Filing Summary

W.W. Grainger, Inc. director Susan Slavik Williams reported a new equity award and detailed her holdings of the company’s stock. On 12/01/2025, she acquired 5 deferred stock units at a price of $948.63 per unit, which are expected to settle in shares of common stock on a one-for-one basis after her service as a director ends. Following this transaction, she beneficially owns 2,171 deferred stock units held directly.

In addition to derivative holdings, she reports ownership of W.W. Grainger common stock in several forms. These include 8,342 shares held directly, and multiple indirect positions held through various trusts and limited liability companies for her benefit and that of her immediate family. For several of these indirect positions she disclaims beneficial ownership except to the extent of her actual pecuniary interest.

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).

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^*

Williams Susan Slavik

(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)
12/01/2025

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								8,342	D
Common Stock								5,132	I	In Trust(1)
Common Stock								48,939	I	In Trust(2)
Common Stock								200,314	I	In Trust(2)
Common Stock								572	I	In Trust(3)
Common Stock								852,158	I	In Trust(4)
Common Stock								1,528,585	I	By LLC(5)
Common Stock								150,000	I	By LLC(6)

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	(7)	12/01/2025		A		5		(8)	(8)	Common Stock	5	$948.63	2,171	D

Explanation of Responses:

1. Shares held in a trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.

2. Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.

3. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.

4. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.

5. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

6. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. The membership interests are held for the benefit of her children.

7. 1-for-1

8. 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/ Paul Stanukinas, by POA from Susan Slavik Williams, Director	12/03/2025
	** 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 insider transaction did GWW director Susan Slavik Williams report?

She reported acquiring 5 deferred stock units of W.W. Grainger, Inc. on 12/01/2025 at a price of $948.63 per unit.

How many deferred stock units of GWW does Susan Slavik Williams now hold?

After the reported transaction, she beneficially owns 2,171 deferred stock units of W.W. Grainger, Inc.

How many GWW common shares does Susan Slavik Williams hold directly?

She reports holding 8,342 shares of W.W. Grainger common stock directly.

What indirect GWW share holdings does Susan Slavik Williams report through trusts?

She reports indirect ownership of W.W. Grainger common stock through several trusts, including 5,132 shares in one trust, 48,939 shares and 200,314 shares in other trusts where she is trustee or beneficiary, and additional smaller positions held in trusts managed by her husband. For some of these, she disclaims beneficial ownership except for her pecuniary interest.

What indirect GWW holdings does Susan Slavik Williams report through LLCs?

She reports indirect ownership of W.W. Grainger common stock through limited liability companies, including 1,528,585 shares held by an LLC where she is sole manager and 150,000 shares held by another LLC whose membership interests are for the benefit of her children.

When will the GWW deferred stock units reported by Susan Slavik Williams settle?

The filing states that the deferred stock units are expected to settle in shares of W.W. Grainger common stock on a one-for-one basis following the end of her service as a director.