Grainger director shifts 4 deferred stock units

Q: What insider transactions did GWW director Katherine D. Jaspon report on this Form 4?

She reported a grant of 4 Deferred Stock Units on 2026-09-01 and a related bona fide gift of 4 DSUs from her direct holdings to a Family Trust, which in turn acquired 4 DSUs and held 1,854 DSUs after the transaction.

Q: How many W.W. Grainger (GWW) Deferred Stock Units were granted to Katherine Jaspon?

She received a grant of 4 Deferred Stock Units on 2026-09-01. These DSUs are expected to settle into 4 shares of common stock on a one-for-one basis following the end of her service as a director.

Q: How many GWW Deferred Stock Units are held in the Family Trust after the reported gift?

After receiving a bona fide gift of 4 Deferred Stock Units, the Family Trust associated with Katherine D. Jaspon held 1,854 DSUs. These units represent an indirect ownership position in DSUs linked to GWW common stock.

Q: Do the reported GWW Deferred Stock Units settle into common stock, and at what ratio?

Yes. The Deferred Stock Units are expected to settle in shares of common stock on a one-for-one basis, meaning each DSU converts into one share of GWW common stock following the end of Katherine D. Jaspon’s service as a director.

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

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, so the reported grant and related bona fide gift of Deferred Stock Units were not affirmed as executed pursuant to a Rule 10b5-1 trading plan.

Director Katherine D. Jaspon’s DSUs are expected to settle 1-for-1 into Grainger common shares after her service ends, after she gifted her grant to a family trust.

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Form Type

Rhea-AI Filing Summary

W.W. Grainger, Inc. (GWW) director Katherine D. Jaspon reported several transactions in Deferred Stock Units (DSUs) tied to common stock. On 2026-09-01, she received a grant of 4 DSUs at a reference value of $1,309.49 per unit, then made a bona fide gift of 4 DSUs from her direct holdings to a Family Trust. The Family Trust, for which her spouse is a co-trustee and family members are beneficiaries, acquired 4 DSUs and now holds 1,854 DSUs indirectly. The DSUs are expected to settle into common shares on a 1-for-1 basis after the end of her service as a director. No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

8 shares gifted

Gift 3 txns

Insider Jaspon Katherine D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units ^{F1, F2}	4	$1,309.49	$5K
Gift	Deferred Stock Units ^{F1, F2}	4	$0.00	$0.00
Gift	Deferred Stock Units ^{F1, F2, F3}	4	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 0 contracts (Direct); Deferred Stock Units — 1,854 contracts (Indirect, 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. 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.

Key Figures

Deferred Stock Units granted: 4 units Reference value per Deferred Stock Unit: $1,309.49 per unit Deferred Stock Units gifted from direct holdings: 4 units +4 more

7 metrics

Deferred Stock Units granted 4 units Grant to director on 2026-09-01

Reference value per Deferred Stock Unit $1,309.49 per unit Value for 4-unit DSU grant on 2026-09-01

Deferred Stock Units gifted from direct holdings 4 units Bona fide gift on 2026-09-01

Deferred Stock Units acquired by Family Trust 4 units Bona fide gift received on 2026-09-01

Deferred Stock Units held indirectly in Family Trust after transaction 1,854 units Indirect ownership following 2026-09-01 gift

Gift-related Deferred Stock Units in filing 8 units Total DSUs involved in bona fide gift transactions (two 4-unit entries)

Settlement ratio for Deferred Stock Units 1-for-1 Each DSU expected to settle into one share of common stock

Key Terms

Deferred Stock Units, bona fide gift, Family Trust, indirect ownership

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

"nature_of_ownership": "Family Trust""

indirect ownership financial

"ownership_type": "indirect""

FAQ

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

What insider transactions did GWW director Katherine D. Jaspon report on this Form 4?

She reported a grant of 4 Deferred Stock Units on 2026-09-01 and a related bona fide gift of 4 DSUs from her direct holdings to a Family Trust, which in turn acquired 4 DSUs and held 1,854 DSUs after the transaction.

How many W.W. Grainger (GWW) Deferred Stock Units were granted to Katherine Jaspon?

She received a grant of 4 Deferred Stock Units on 2026-09-01. These DSUs are expected to settle into 4 shares of common stock on a one-for-one basis following the end of her service as a director.

What was the reference value per Deferred Stock Unit in the GWW Form 4 filing?

The reported value per Deferred Stock Unit for the 2026-09-01 grant was $1,309.49 per unit. This value applies to the 4 DSUs awarded to director Katherine D. Jaspon on that date.

How many GWW Deferred Stock Units are held in the Family Trust after the reported gift?

After receiving a bona fide gift of 4 Deferred Stock Units, the Family Trust associated with Katherine D. Jaspon held 1,854 DSUs. These units represent an indirect ownership position in DSUs linked to GWW common stock.

Do the reported GWW Deferred Stock Units settle into common stock, and at what ratio?

Yes. The Deferred Stock Units are expected to settle in shares of common stock on a one-for-one basis, meaning each DSU converts into one share of GWW common stock following the end of Katherine D. Jaspon’s service as a director.

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

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, so the reported grant and related bona fide gift of Deferred Stock Units were not affirmed as executed 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 - 05:32 PM EDT Accepted by SEC EDGAR 09/01/2026 - 05:31 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^*

Jaspon Katherine D.

(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		4		⁽²⁾	⁽²⁾	Common Stock	4	$1,309.49	4	D
Deferred Stock Units	⁽¹⁾	09/01/2026		G			4	⁽²⁾	⁽²⁾	Common Stock	4	$0	0	D
Deferred Stock Units	⁽¹⁾	09/01/2026		G		4		⁽²⁾	⁽²⁾	Common Stock	4	$0	1,854	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/ Cherita Thomas, by POA from Katherine D. Jaspon, 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