GWW director logs small DSU grant and gifts

Rhea-AI Filing Summary

W.W. Grainger director Katherine D. Jaspon reported small, routine deferred stock unit movements. She received a grant of 3 Deferred Stock Units tied to common stock and made bona fide gifts of a total of 6 Deferred Stock Units, split between direct holdings and a family trust. After these transactions, 1,850 Deferred Stock Units are held indirectly in a family trust. Each unit is expected to settle into one share of common stock after her service as a director ends.

Insights

Insider transactions analyst

Small DSU grant and gifts with no open‑market trading.

Katherine D. Jaspon, a director of W.W. Grainger, reported three derivative transactions involving Deferred Stock Units. She received a grant of 3 units and made bona fide gifts totaling 6 units, affecting both direct holdings and a family trust.

The units have a stated value of $1,234.24 per unit for the 3-unit grant, but there was no purchase or sale in the market. Each unit is expected to settle into one share of common stock after her board service ends, so these are long-term equity-based awards rather than cash transactions.

The reported gifts and grant are very small in size and purely compensation- and estate-planning related, with no open-market buying or selling activity. As a result, the transactions are typically viewed as routine administrative changes rather than signals about the company’s near-term prospects.

Insider Trade Summary

6 shares gifted

Gift 3 txns

Insider Jaspon Katherine D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	3	$1,234.24	$4K
Gift	Deferred Stock Units	3	$0.00	$0.00
Gift	Deferred Stock Units	3	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 0 contracts (Direct); Deferred Stock Units — 1,850 contracts (Indirect, Family Trust)

Footnotes (3)

1. F1. 1-for-1
2. F2. 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.
3. F3. Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee, and her spouse and any mutual descendants of her and her spouse are beneficiaries.

Key Figures

Deferred Stock Units granted: 3 units Deferred Stock Units gifted: 6 units Indirect DSU holdings after transactions: 1,850 units +3 more

6 metrics

Deferred Stock Units granted 3 units Grant/award acquisition of Deferred Stock Units on 2026-06-01

Deferred Stock Units gifted 6 units Two bona fide gift transfers on 2026-06-01

Indirect DSU holdings after transactions 1,850 units Deferred Stock Units held in a family trust following transactions

DSU grant reference price $1,234.24 per unit Transaction price per Deferred Stock Unit for the 3-unit grant

Gift transaction count 2 transactions Bona fide gift code G entries in transaction summary

Derivative transaction count 3 transactions Total derivative-type records reported in this Form 4

Key Terms

Deferred Stock Units, bona fide gift, Family Trust, grant, award, or other acquisition

4 terms

Deferred Stock Units financial

"The deferred stock units are expected to settle in shares of common stock on a one-for-one basis"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Family Trust financial

"Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee"

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did GWW director Katherine D. Jaspon report on this Form 4?

Katherine D. Jaspon reported three Deferred Stock Unit transactions: a grant of 3 units and two bona fide gift transfers totaling 6 units. These transactions involved both her direct holdings and units held through a family trust associated with her household.

Were any W.W. Grainger (GWW) shares bought or sold on the market in this Form 4?

No market purchases or sales occurred. The filing shows a small grant of 3 Deferred Stock Units and bona fide gifts of 6 units. Deferred Stock Units are equity awards that typically settle in common stock at a later date instead of being traded immediately.

How many Deferred Stock Units does Katherine D. Jaspon hold after these GWW transactions?

After the reported transactions, 1,850 Deferred Stock Units are held indirectly in a family trust. The direct Deferred Stock Unit position shown for this specific grant is 3 units, reflecting the newly awarded units after the related gift transfer reduced the prior direct balance.

What does a bona fide gift transaction mean in the GWW Form 4 filing?

A bona fide gift transaction, shown with code G, is a transfer without payment, such as gifting securities to family members or trusts. In this filing, Jaspon reported two such gifts totaling 6 Deferred Stock Units, moving interests without any market sale proceeds received.

How do the GWW Deferred Stock Units in this Form 4 settle into common stock?

The Deferred Stock Units are expected to settle into shares of W.W. Grainger common stock on a one-for-one basis. Settlement is expected to occur following the end of Katherine D. Jaspon’s service as a director, turning each unit into one share at that later time.

Are the GWW Deferred Stock Units held directly by Katherine D. Jaspon or through a trust?

Both types of holdings appear. Some units are reported as directly owned, while others are held indirectly in a family trust. The trust’s co-trustee is her spouse, and beneficiaries include her spouse and their mutual descendants, reflecting estate-planning ownership structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 05:12 PM Learn about SEC filing dates

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^*

Jaspon Katherine D.

(Last) (First) (Middle)

100 GRAINGER PARKWAY

(Street)

LAKE FOREST ILLINOIS 60045

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	06/01/2026		A		3		(2)	(2)	Common Stock	3	$1,234.24	3	D
Deferred Stock Units	(1)	06/01/2026		G			3	(2)	(2)	Common Stock	3	$0	0	D
Deferred Stock Units	(1)	06/01/2026		G		3		(2)	(2)	Common Stock	3	$0	1,850	I	Family Trust(3)

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.

3. Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee, and her spouse and any mutual descendants of her and her spouse are beneficiaries.

Remarks:

	/s/ Cherita Thomas, by POA from Katherine D. Jaspon, Director	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)