STOCK TITAN

W.W. Grainger (NYSE: GWW) director receives new deferred stock unit grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Williams Susan Slavik reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director Susan Slavik Williams reported a small compensation-related award of deferred stock units. She received a grant of 5 deferred stock units tied to common stock at a reference price of $1,234.24 per unit, increasing her direct deferred stock unit balance to 2,469 units.

The deferred stock units are expected to settle in shares of common stock on a one-for-one basis after her service as a director ends. Separate entries show substantial indirect common stock holdings held through various trusts and limited liability companies for the benefit of her and her family, where she often disclaims beneficial ownership except for any actual pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Williams Susan Slavik
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 5 $1,234.24 $6K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Deferred Stock Units — 2,469 shares (Direct, null); Common Stock — 8,342 shares (Direct, null); Common Stock — 5,132 shares (Indirect, In Trust)
Footnotes (1)
  1. Shares held in a trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares. Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. The membership interests are held for the benefit of her children. 1-for-1 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 granted 5 units Grant to director Susan Slavik Williams
Grant reference price $1,234.24 per unit Deferred stock unit award
Deferred stock units after grant 2,469 units Director’s deferred stock unit balance
Direct common stock holding 8,342 shares Direct ownership entry labeled Common Stock
Large LLC-held common block 1,528,585 shares Indirect ownership by LLC associated with Williams
Trust-held common block 852,158 shares Indirect ownership in trust with family as beneficiaries
Deferred Stock Units financial
"The deferred stock units are expected to settle in shares of common stock"
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.
beneficial ownership financial
"She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of her actual pecuniary interest in such shares"
trustee financial
"Shares held in a trust for which Ms. Slavik Williams serves as trustee"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
limited liability company financial
"Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager"
A limited liability company (LLC) is a business structure that separates the owners’ personal assets from the company’s debts and legal obligations, like a protective shield that keeps personal savings and property distinct from business risk. For investors, that protection reduces personal financial exposure and often brings flexible rules for profit sharing and taxes, but it can also affect how easily interests are bought or sold and how decisions are made.
one-for-one basis financial
"expected to settle in shares of common stock on a one-for-one basis"
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
SEC Form 4
FORM 4UNITED 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*
Williams Susan Slavik

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock8,342D
Common Stock5,132IIn Trust(1)
Common Stock48,939IIn Trust
Common Stock200,314IIn Trust(2)
Common Stock572IIn Trust(3)
Common Stock852,158IIn Trust(4)
Common Stock1,528,585IBy LLC(5)
Common Stock150,000IBy LLC(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(7)06/01/2026A5 (8) (8)Common Stock5$1,234.242,469D
Explanation of Responses:
1. Shares held in a trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.
2. Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.
3. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.
4. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.
5. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.
6. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. The membership interests are held for the benefit of her children.
7. 1-for-1
8. 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 Susan Slavik Williams, Director06/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did GWW director Susan Slavik Williams report?

Susan Slavik Williams reported receiving 5 deferred stock units linked to W.W. Grainger common stock as compensation. This grant increases her deferred stock unit balance and represents an award, not an open-market purchase or sale of existing common shares.

How many deferred stock units does Susan Slavik Williams hold after this Form 4 for GWW?

After the reported grant, Susan Slavik Williams holds 2,469 deferred stock units directly. These units are expected to settle in an equal number of W.W. Grainger common shares when her service as a director ends, according to the disclosure.

At what reference price were the new GWW deferred stock units granted?

The 5 newly granted deferred stock units were recorded at a reference price of $1,234.24 per unit. This price is used for reporting purposes and reflects the value used to measure the compensation award in the Form 4 filing.

How will Susan Slavik Williams’ GWW deferred stock units settle in the future?

The deferred stock units are expected to settle in W.W. Grainger common stock on a one-for-one basis. Settlement is planned to occur after Susan Slavik Williams’ service as a director ends, converting each unit into one share of common stock.

Does Susan Slavik Williams hold GWW shares indirectly through trusts or LLCs?

Yes. The filing describes significant indirect GWW common stock holdings through various trusts and limited liability companies. In several cases she or her husband serve as trustee or manager, and she disclaims beneficial ownership except to the extent of any actual pecuniary interest.

Are the reported GWW deferred stock units an open-market purchase or sale?

No. The transaction is coded as a grant or award of 5 deferred stock units rather than a market trade. It reflects compensation granted to Susan Slavik Williams as a director, not an open-market purchase or sale of W.W. Grainger common shares.