W.W. Grainger (GWW) director discloses deferred stock unit gifts and trust holdings

Rhea-AI Filing Summary

W.W. Grainger director reports deferred stock unit activity

A W.W. Grainger, Inc. director reported several transactions in deferred stock units tied to the company’s common stock on 12/01/2025. The filing shows an acquisition of 3 deferred stock units, each linked on a one-for-one basis to Grainger common shares and expected to settle in stock after the director’s board service ends. One transaction is priced at $948.63 per unit.

The report also shows movements of 3 deferred stock units as gifts, including units held through a family trust where the director’s spouse is co-trustee and family members are beneficiaries. Following these transactions, the filing lists 1,555 deferred stock units held indirectly through that trust.

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

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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^*

Jaspon Katherine D.

(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		3		(2)	(2)	Common Stock	3	$948.63	3	D
Deferred Stock Units	(1)	12/01/2025		G			3	(2)	(2)	Common Stock	3	$0	0	D
Deferred Stock Units	(1)	12/01/2025		G		3		(2)	(2)	Common Stock	3	$0	1,555	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 trust for which Ms. Jaspon's spouse serves as a co-trustee, and her spouse and any mutual descendants of her and her spouse are beneficiaries.

Remarks:

	/s/ Paul Stanukinas, by POA from Katherine D. Jaspon, 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 activity did W.W. Grainger (GWW) disclose in this Form 4?

The filing reports a W.W. Grainger, Inc. director’s transactions in deferred stock units on 12/01/2025, including the acquisition of 3 units and gifts involving 3 units tied to Grainger common stock.

How many W.W. Grainger deferred stock units are held through the family trust?

After the reported transactions, the filing states that 1,555 deferred stock units are held indirectly through a family trust for which the director’s spouse is a co-trustee.

What does 1-for-1 mean for the W.W. Grainger deferred stock units?

The explanation notes the units are 1-for-1, meaning each deferred stock unit is expected to settle into one share of common stock after the director’s service as a director ends.

When are the W.W. Grainger deferred stock units expected to settle?

The disclosure states the deferred stock units are expected to settle in shares of common stock on a one-for-one basis following the end of service as a director.

What price is reported for the acquired W.W. Grainger deferred stock units?

One acquisition transaction for 3 deferred stock units reports a price of $948.63 per unit, with each unit linked to one share of W.W. Grainger common stock.

Is the W.W. Grainger director a 10% owner of the company?

The 1,555 deferred stock units are reported as indirect ownership (I), held through a Family Trust identified in the footnotes.