Grainger director granted 12 deferred stock units

Watson Lucas E reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Watson Lucas E reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director Lucas E. Watson reported a compensation-related award of deferred stock units and disclosed updated holdings. He received 12 deferred stock units, each tied 1-for-1 to common stock, at a reference value of $1,234.24 per unit, bringing his deferred stock unit balance to 6,011 units.

The deferred stock units are expected to settle in shares of common stock on a one-for-one basis after his service as a director ends. Separately, 157 shares of common stock are held indirectly in the Lucas E. Watson Trust - 2025, where he serves as trustee.

Insider Trade Summary

Grant/Award: 12 shares

Grant/Award 2 txns

Insider Watson Lucas E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	12	$1,234.24	$15K
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 6,011 contracts (Direct); Common Stock — 157 shares (Indirect, Held in the Watson Trust.)

Footnotes (3)

1. F1. Held in the the Lucas E. Watson Trust - 2025, of which the reporting person is the trustee.
2. F2. 1-for-1
3. F3. 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.

Key Figures

Deferred stock units granted: 12 units Grant reference price: $1,234.24 per unit Deferred stock units after grant: 6,011 units +2 more

5 metrics

Deferred stock units granted 12 units Grant to director on 2026-06-01

Grant reference price $1,234.24 per unit Deferred stock unit award value

Deferred stock units after grant 6,011 units Total deferred stock units held directly

Indirect common shares 157 shares Held in the Lucas E. Watson Trust - 2025

Conversion ratio 1-for-1 Each deferred stock unit for one common share

Key Terms

Deferred Stock Units, grant/award acquisition, beneficial ownership

3 terms

Deferred Stock Units financial

"The deferred stock units are expected to settle in shares of common stock on a one-for-one basis"

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.

grant/award acquisition financial

"transaction_action: grant/award acquisition for 12.0000 deferred stock units"

beneficial ownership financial

"of which the reporting person is the trustee"

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.

FAQ

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

What insider transaction did Lucas E. Watson report for W.W. Grainger (GWW)?

Lucas E. Watson reported receiving 12 deferred stock units tied to W.W. Grainger common stock as a grant. These units are part of his director compensation and increase his deferred stock unit holdings without involving an open-market purchase or sale of shares.

How many W.W. Grainger deferred stock units does Lucas E. Watson now hold?

After the latest grant, Lucas E. Watson holds 6,011 deferred stock units linked to W.W. Grainger common stock. Each unit is expected to convert into one share of common stock following the end of his service as a director, according to the filing’s disclosure.

At what value were Lucas E. Watson’s new W.W. Grainger deferred stock units recorded?

The 12 newly granted deferred stock units were recorded at $1,234.24 per unit. This value reflects the reference price used for the award calculation, not an open-market trade price, and contributes to the total value of his director compensation package.

How many W.W. Grainger common shares are held in the Watson trust?

The filing shows 157 shares of W.W. Grainger common stock held indirectly in the Lucas E. Watson Trust - 2025. Lucas E. Watson is the trustee of this trust, so these trust-held shares are reported as part of his beneficial ownership.

When will Lucas E. Watson’s deferred stock units in W.W. Grainger settle into shares?

The deferred stock units are expected to settle into shares of W.W. Grainger common stock after Lucas E. Watson’s service as a director ends. Each deferred stock unit is designed to convert into one common share on this post-service settlement basis.

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

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Accepted by SEC EDGAR 06/02/2026 - 05:14 PM Learn about SEC filing dates

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^*

Watson Lucas E

(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)
06/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								157	I	Held in the Watson Trust.(1)

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	(2)	06/01/2026		A		12		(3)	(3)	Common Stock	12	$1,234.24	6,011	D

Explanation of Responses:

1. Held in the the Lucas E. Watson Trust - 2025, of which the reporting person is the trustee.

2. 1-for-1

3. 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 Lucas E. Watson, Director	06/02/2026
	** 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)