W.W. Grainger (NYSE: GWW) director granted new deferred stock units

Rhea-AI Filing Summary

W.W. Grainger director Lucas E. Watson received an equity award in the form of deferred stock units. On March 1, 2026, he acquired 11 deferred stock units at a reference price of $1,144.73 per unit, bringing his direct deferred stock unit holdings to 5,711.

He also has indirect ownership of 157 shares of common stock held in the Lucas E. Watson Trust – 2025, where he serves as trustee. The deferred stock units are expected to settle into an equal number of common shares after his service as a director ends.

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^*

Watson Lucas E

(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								157	I	Held in the Watson Trust.(1)

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	(2)	03/01/2026		A		11		(3)	(3)	Common Stock	11	$1,144.73	5,711	D

Explanation of Responses:

1. Held in the the Lucas E. Watson Trust - 2025, of which the reporting person is the trustee.

2. 1-for-1

3. 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 Lucas E. Watson, 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 Lucas E. Watson report in this W.W. Grainger (GWW) Form 4?

Lucas E. Watson reported an equity award of deferred stock units. On March 1, 2026, he acquired 11 deferred stock units, increasing his direct deferred stock unit holdings to 5,711, and also disclosed indirect ownership of common stock held in a personal trust.

How many deferred stock units does Lucas E. Watson now hold in W.W. Grainger (GWW)?

After the latest award, Lucas E. Watson holds 5,711 deferred stock units. The filing shows he received 11 new units, bringing his direct deferred stock unit balance to this level, with settlement expected in common shares after his board service ends.

What is the reference price for the new W.W. Grainger (GWW) deferred stock units granted to Lucas E. Watson?

The 11 newly awarded deferred stock units carry a reference price of $1,144.73 per unit. This price is used for reporting purposes and reflects the value assigned to the grant on the March 1, 2026 transaction date in the Form 4.

How are Lucas E. Watson’s indirect W.W. Grainger (GWW) shares held?

Lucas E. Watson’s indirect W.W. Grainger common stock holdings are held in the Lucas E. Watson Trust – 2025. The Form 4 notes 157 shares are held in this trust, where he serves as trustee, indicating indirect beneficial ownership through the trust structure.

When will the W.W. Grainger (GWW) deferred stock units for Lucas E. Watson settle into common shares?

The deferred stock units are expected to settle on a one-for-one basis into common shares after Lucas E. Watson’s service as a director ends. This means each unit should convert into one W.W. Grainger common share at that future time, according to the filing’s footnotes.