Grainger (GWW) director logs new deferred stock units and large indirect stakes

Rhea-AI Filing Summary

W.W. Grainger director Susan Slavik Williams received a grant of deferred stock units. On March 1, 2026, she acquired 5 deferred stock units at an indicated price of $1,144.73 each as a grant or award. Following this grant, her directly held deferred stock units total 2,176.

She also reports 8,342 shares of common stock held directly. Additional common shares are reported as indirectly held through various trusts and limited liability companies, with footnotes stating that she serves as trustee or manager and, in several cases, disclaims beneficial ownership except for any 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

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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^*

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)
03/01/2026

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)	03/01/2026		A		5		(8)	(8)	Common Stock	5	$1,144.73	2,176	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/ Cherita Thomas, by POA from Susan Slavik Williams, Director	03/03/2026
	** 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.

FAQ

What did W.W. Grainger (GWW) director Susan Slavik Williams report on this Form 4?

Susan Slavik Williams reported receiving a grant of 5 deferred stock units on March 1, 2026. The filing also updates her direct common stock holdings and several indirect positions held through trusts and limited liability companies with detailed ownership footnotes.

How many deferred stock units did Susan Slavik Williams receive from W.W. Grainger (GWW)?

She received 5 deferred stock units as a grant on March 1, 2026, at an indicated price of $1,144.73 per unit. After this award, her directly held deferred stock units total 2,176, which are expected to settle into common shares on a one-for-one basis.

At what price were the new deferred stock units for W.W. Grainger (GWW) valued?

The 5 newly granted deferred stock units were valued at $1,144.73 per unit in the Form 4. This figure is used for reporting purposes and helps quantify the size of the director’s non-cash equity award in the company.

How many W.W. Grainger (GWW) common shares does Susan Slavik Williams hold directly and indirectly?

She reports 8,342 common shares held directly. She also reports multiple indirect positions, including large blocks held in trusts and limited liability companies, with footnotes explaining trustee or manager roles and disclaimers of beneficial ownership in several of those indirect holdings.

When will the W.W. Grainger (GWW) deferred stock units reported by Susan Slavik Williams settle?

The deferred stock units are expected to settle into shares of W.W. Grainger common stock on a one-for-one basis. Settlement is described as occurring following the end of her service as a director, aligning payout with the completion of board tenure.

What do the trust and LLC footnotes mean in Susan Slavik Williams’ W.W. Grainger (GWW) Form 4?

The footnotes explain that many shares are held in trusts or LLCs where she serves as trustee or sole manager. They state that some positions benefit her family or children, and she disclaims beneficial ownership except for any actual pecuniary interest in specified holdings.