W.W. Grainger (NYSE: GWW) director updates deferred stock unit and trust holdings

Rhea-AI Filing Summary

W.W. Grainger director reports deferred stock unit and gift transactions. Director Steven Andrew White reported derivative transactions dated 12/01/2025 involving deferred stock units tied to W.W. Grainger common stock. One transaction shows the acquisition of 5 deferred stock units, with each unit described as 1-for-1 with common stock and expected to settle in shares after his service as a director ends. Additional entries reflect that 5 stock units were gifted to his spouse and then transferred into a family trust where he serves as trustee and primary beneficiary, with 2,620 deferred stock units shown as indirectly owned through the family trust, over which he has voting and investment power.

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^*

White Steven Andrew

(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)
12/01/2025

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

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)	12/01/2025		A		5		(2)	(2)	Common Stock	5	$948.63	5	D
Deferred Stock Units	(1)	12/01/2025		G			5	(2)	(2)	Common Stock	5	$0	0	D
Deferred Stock Units	(1)	12/01/2025		G		5		(2)	(2)	Common Stock	5	$0	2,620	I	By 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. The stock units were gifted to the reporting person's spouse and were subsequently transferred by the spouse into a family trust of which the reporting person is trustee and primary beneficiary. The reporting person has voting and investment power with respect to all stock units held by the family trust.

Remarks:

	/s/ Paul Stanukinas, by POA from Steven Andrew White, Director	12/03/2025
	** 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 insider transaction did W.W. Grainger (GWW) disclose in this Form 4?

The filing reports that director Steven Andrew White had derivative transactions on 12/01/2025 involving deferred stock units linked to W.W. Grainger common stock, including an acquisition of 5 units and related transfers.

How many W.W. Grainger deferred stock units does the director own after these transactions?

After the reported transactions, the filing shows 2,620 deferred stock units indirectly owned by the director through a family trust, where he has voting and investment power.

What are the settlement terms for the W.W. Grainger (GWW) deferred stock units?

The filing states the deferred stock units are 1-for-1 with common stock and are expected to settle in shares of common stock on a one-for-one basis following the end of the director's service.

What gift and trust transactions involving GWW stock units are described?

The filing explains that stock units were gifted to the reporting person's spouse and then transferred into a family trust for which the director is trustee and primary beneficiary, and he has voting and investment power over units held by the trust.

Is the W.W. Grainger director’s ownership reported as direct or indirect?

The Form 4 identifies indirect ownership (I) for 2,620 deferred stock units, held "By Family Trust", with the director as trustee and primary beneficiary.

What type of security is reported in this W.W. Grainger (GWW) insider filing?

The transactions involve deferred stock units, which the filing states are expected to settle in W.W. Grainger common stock on a one-for-one basis after the director's service ends.