Director Neil S. Novich receives deferred stock unit award at W.W. Grainger (GWW)

Rhea-AI Filing Summary

NOVICH NEIL S reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director Neil S. Novich received an award of 66 deferred stock units, each tied to one share of common stock, valued at $1,144.73 per unit on the grant date. After this grant, he holds 33,289 deferred stock units and 4,605 shares of common stock directly.

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^*

NOVICH NEIL S

(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)
03/01/2026

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
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)	03/01/2026		A		66		(2)	(2)	Common Stock	66	$1,144.73	33,289	D

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.

Remarks:

	/s/ Cherita Thomas, by POA, from Neil S. Novich, Director	03/03/2026
	** 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).
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FAQ

What did W.W. Grainger (GWW) director Neil S. Novich receive in this Form 4 filing?

Neil S. Novich received an award of 66 deferred stock units tied to W.W. Grainger common stock. These units are a form of equity compensation and increase his deferred stock unit holdings while aligning his interests with long-term shareholder value.

At what reference price were Neil S. Novich’s deferred stock units for W.W. Grainger (GWW) valued?

The 66 deferred stock units were valued at $1,144.73 per unit on the grant date. This price is used for reporting the award’s value and reflects the underlying W.W. Grainger common stock at that time.

How many W.W. Grainger (GWW) deferred stock units does Neil S. Novich hold after this transaction?

After the reported grant, Neil S. Novich holds 33,289 deferred stock units. These units are expected to settle in shares of W.W. Grainger common stock on a one-for-one basis when his service as a director ends.

How many shares of W.W. Grainger (GWW) common stock does Neil S. Novich own directly?

Neil S. Novich directly owns 4,605 shares of W.W. Grainger common stock following the reported transactions. This direct ownership is separate from his deferred stock units, which will convert into shares at the end of his board service.

When will Neil S. Novich’s W.W. Grainger (GWW) deferred stock units convert into common shares?

The deferred stock units are expected to settle in W.W. Grainger common stock on a one-for-one basis following the end of Neil S. Novich’s service as a director, providing long-term, service-based equity compensation.