Grainger director granted 5 deferred stock units

Q: What insider transactions did GWW director Steven Andrew White report?

Steven Andrew White reported a grant of 5 deferred stock units on 2026-09-01, a bona fide gift of 5 units from his direct holdings, and an acquisition of 5 units indirectly by a family trust, which held 2,924 deferred stock units afterward.

Q: What is the nature of the gifts reported in this GWW Form 4?

The filing reports a bona fide gift of 5 deferred stock units from Steven Andrew White, gifted to his spouse and then transferred into a family trust. He has voting and investment power over all stock units held by that trust.

Q: At what price was the deferred stock unit grant to the GWW director reported?

The 2026-09-01 grant to Steven Andrew White of 5 deferred stock units was reported at a transaction price of $1,309.49 per unit, with each unit expected to settle into one share of W.W. Grainger common stock following his end of service as a director.

Q: Were the reported GWW insider transactions under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that these transactions were made pursuant to a Rule 10b5-1 trading plan.

After Steven Andrew White’s 2026-09-01 gifts, his family trust held 2,924 deferred units, expected to settle into common shares one-for-one after board service ends.

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Form Type

Rhea-AI Filing Summary

W.W. Grainger, Inc. (GWW) director Steven Andrew White reported transactions in Deferred Stock Units linked to common stock. On 2026-09-01, he received a grant of 5 deferred stock units, then made a bona fide gift of 5 units, which were subsequently transferred into a family trust. The family trust, for which he is trustee and primary beneficiary, held 2,924 deferred stock units after these transactions, and units are expected to settle one-for-one in common shares after his board service ends.

Insider Trade Summary

10 shares gifted

Gift 3 txns

Insider White Steven Andrew

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units ^{F1, F2}	5	$1,309.49	$7K
Gift	Deferred Stock Units ^{F1, F2}	5	$0.00	$0.00
Gift	Deferred Stock Units ^{F1, F2, F3}	5	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 0 contracts (Direct); Deferred Stock Units — 2,924 contracts (Indirect, By Family Trust)

Footnotes (3)

F1. 1-for-1
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.
F3. 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.

Key Figures

Deferred stock units granted: 5 units Grant price per deferred stock unit: $1,309.49 per unit Deferred stock units gifted: 5 units +2 more

5 metrics

Deferred stock units granted 5 units Grant to Steven Andrew White on 2026-09-01

Grant price per deferred stock unit $1,309.49 per unit Deferred stock unit award on 2026-09-01

Deferred stock units gifted 5 units Bona fide gift from direct holdings on 2026-09-01

Deferred stock units acquired indirectly 5 units Acquired by family trust on 2026-09-01

Deferred stock units held by family trust 2,924 units Indirect holdings after transactions, by family trust

Key Terms

Deferred Stock Units, bona fide gift, family trust, voting and investment power

4 terms

Deferred Stock Units financial

"The deferred stock units are expected to settle in shares of common"

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

"subsequently transferred by the spouse into a family trust of which"

voting and investment power financial

"The reporting person has voting and investment power with respect"

FAQ

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

What insider transactions did GWW director Steven Andrew White report?

Steven Andrew White reported a grant of 5 deferred stock units on 2026-09-01, a bona fide gift of 5 units from his direct holdings, and an acquisition of 5 units indirectly by a family trust, which held 2,924 deferred stock units afterward.

How many W.W. Grainger (GWW) deferred stock units does the family trust hold after the Form 4?

After the reported transactions, the family trust associated with Steven Andrew White held 2,924 deferred stock units, which are expected to settle in an equal number of W.W. Grainger common shares after his service as a director ends.

What is the nature of the gifts reported in this GWW Form 4?

The filing reports a bona fide gift of 5 deferred stock units from Steven Andrew White, gifted to his spouse and then transferred into a family trust. He has voting and investment power over all stock units held by that trust.

At what price was the deferred stock unit grant to the GWW director reported?

The 2026-09-01 grant to Steven Andrew White of 5 deferred stock units was reported at a transaction price of $1,309.49 per unit, with each unit expected to settle into one share of W.W. Grainger common stock following his end of service as a director.

Were the reported GWW insider transactions under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that these transactions were made pursuant to a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/01/2026 - 05:38 PM EDT Accepted by SEC EDGAR 09/01/2026 - 05:37 PM EDT

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^*

White Steven Andrew

(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)
09/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁾	09/01/2026		A		5		⁽²⁾	⁽²⁾	Common Stock	5	$1,309.49	5	D
Deferred Stock Units	⁽¹⁾	09/01/2026		G			5	⁽²⁾	⁽²⁾	Common Stock	5	$0	0	D
Deferred Stock Units	⁽¹⁾	09/01/2026		G		5		⁽²⁾	⁽²⁾	Common Stock	5	$0	2,924	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/ Cherita Thomas, by POA from Steven Andrew White, Director	09/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR