Grainger director gifts deferred stock units

Rhea-AI Filing Summary

W.W. Grainger director Neil S. Novich reported non-cash gifts of deferred stock units. Two bona fide gift transactions involved a total of 67,288 deferred stock units that are expected to settle into common shares on a one-for-one basis after his service as a director ends.

Following these transactions, he holds 4,605 common shares directly and 33,644 deferred stock units indirectly through a family trust for which he serves as co-trustee.

Insights

Insider transactions analyst

Routine, non-cash gifting of equity units with limited signaling value.

The filing shows director Neil S. Novich executed two bona fide gifts of deferred stock units tied to W.W. Grainger common stock. These are derivative awards that are expected to convert into shares on a one-for-one basis after his board service ends.

Gifts (code G) are non-market dispositions, so they typically provide weak insight into the insider’s view of the stock. After the transactions, he still reports direct ownership of 4,605 common shares and indirect ownership of 33,644 deferred stock units via a family trust.

Insider Trade Summary

67,288 shares gifted

Gift 3 txns

Insider NOVICH NEIL S

Role Director

Type	Security	Shares	Price	Value
Gift	Deferred Stock Units	33,644	$0.00	$0.00
Gift	Deferred Stock Units	33,644	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 0 contracts (Direct); Deferred Stock Units — 33,644 contracts (Indirect, Family Trust); Common Stock — 4,605 shares (Direct)

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 family trust for which Mr. Novich serves as a co-trustee.

Key Figures

Deferred stock units gifted: 67,288 units Deferred stock units remaining in trust: 33,644 units Common shares held directly: 4,605 shares +2 more

5 metrics

Deferred stock units gifted 67,288 units Total bona fide gifts reported in this Form 4

Deferred stock units remaining in trust 33,644 units Indirect holdings via family trust after transactions

Common shares held directly 4,605 shares Direct ownership after reported transactions

Gift transactions count 2 transactions Both coded as bona fide gifts (Code G)

Derivative transaction count 2 transactions All involve deferred stock units as derivatives

Key Terms

Deferred Stock Units, bona fide gift, Family Trust, co-trustee

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 following end of service as a director."

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

"nature_of_ownership": "Family Trust""

co-trustee financial

"Shares held in a family trust for which Mr. Novich serves as a co-trustee."

FAQ

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

What insider transactions did W.W. Grainger (GWW) director Neil S. Novich report?

Neil S. Novich reported two bona fide gift transactions involving deferred stock units linked to W.W. Grainger common stock. The gifts covered 67,288 deferred stock units in total, representing a non-cash transfer rather than open-market buying or selling activity.

How many W.W. Grainger deferred stock units were gifted in this Form 4 for GWW?

The filing shows gifts totaling 67,288 deferred stock units. These units are derivatives that are expected to settle into an equal number of W.W. Grainger common shares on a one-for-one basis when Novich’s service as a director comes to an end.

What are deferred stock units in the W.W. Grainger (GWW) Form 4 filing?

Deferred stock units are rights to receive shares later instead of current shares. In this case, each unit is expected to convert into one W.W. Grainger common share following the end of Neil S. Novich’s service as a director, providing equity exposure over time.

What W.W. Grainger holdings does Neil S. Novich report after these transactions?

After the reported gifts, Neil S. Novich reports direct ownership of 4,605 W.W. Grainger common shares. He also reports indirect ownership of 33,644 deferred stock units held through a family trust where he serves as co-trustee, reflecting ongoing aligned equity exposure.

Were the W.W. Grainger (GWW) transactions open-market buys or sells?

No, the reported transactions were coded as bona fide gifts, not open-market trades. They involved transferring deferred stock units without cash proceeds, so they do not represent traditional buying or selling in the market and generally carry limited trading-signal value.

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

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Accepted by SEC EDGAR 06/08/2026 - 06:06 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^*

NOVICH NEIL S

(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)
06/05/2026

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
Common Stock								4,605	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)	06/05/2026		G			33,644	(2)	(2)	Common Stock	33,644	$0	0	D
Deferred Stock Units	(1)	06/05/2026		G		33,644		(2)	(2)	Common Stock	33,644	$0	33,644	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 family trust for which Mr. Novich serves as a co-trustee.

Remarks:

	/s/ Cherita Thomas, by POA, from Neil S. Novich, Director	06/08/2026
	** 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)