W.W. Grainger (GWW) Form 4 — Director Sale and Deferred Unit Notice

Rhea-AI Filing Summary

Christopher J. Klein, a director of W.W. Grainger, Inc. (GWW), reported transactions on Form 4 covering activity dated 09/01/2025. The filing shows a disposition of 65 shares of GWW common stock. It also reports acquisition of 1 deferred stock unit that is expected to settle into 1 share of common stock on a one-for-one basis after the end of his service as a director. The deferred unit lists an underlying share value of $1,013.50 in the table. The Form 4 was signed by a power of attorney on 09/03/2025.

Positive

• Transparent reporting of insider transactions consistent with Section 16 requirements
• Deferred stock unit compensation clearly described as settling 1-for-1 into common shares

Negative

• Disposition of 65 shares by the director was reported (amount may be immaterial but is a sale)
• Limited detail on the circumstances of the share disposition (e.g., sale method or price) in the filing

Insights

Financial Analyst

TL;DR: Routine insider reporting: small open-market disposition and director compensation in deferred stock units.

The Form 4 documents a 65-share disposition and receipt of 1 deferred stock unit convertible one-for-one into common stock after service termination. The amounts are immaterial relative to a typical large-cap capitalization and do not indicate a change in company fundamentals. Disclosure is consistent with Section 16 reporting requirements and provides transparency on director compensation settlement mechanics.

Corporate Governance Expert

TL;DR: Compliance filing reflecting director equity compensation and a small share sale; no governance red flags disclosed.

The filing clarifies the nature of deferred stock units used for director compensation, noting a 1-for-1 settlement into common shares after service. The sale of 65 shares is recorded and the document was executed by a power of attorney. There is no indication of unusual timing, related-party transactions, or departure from standard disclosure practices in this Form 4.

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^*

KLEIN CHRISTOPHER J

(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)
09/01/2025

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								65	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
Deferred Stock Units	(1)	09/01/2025		A		1		(2)	(2)	Common Stock	1	$1,013.5	438	D

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.

Remarks:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from Christopher J. Klein, Director	09/03/2025
	** 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 did Christopher J. Klein report on Form 4 for GWW?

The Form 4 reports a disposition of 65 shares on 09/01/2025 and acquisition of 1 deferred stock unit expected to settle 1-for-1 into common stock.

What is a deferred stock unit in this filing?

The deferred stock unit is director compensation that the filing states is expected to settle into one share of common stock after the director's service ends.

Does the Form 4 show material insider activity for GWW?

No material activity is indicated; the filing shows a small 65-share sale and 1 deferred unit, which are routine disclosures.

When were the transactions and the Form 4 signed?

The transactions are dated 09/01/2025, and the Form 4 was signed by power of attorney on 09/03/2025.

Is the deferred unit value disclosed in the filing?

Yes, the table lists an underlying share value of $1,013.50 associated with the deferred stock unit entry.