[Form 4] W.W. Grainger, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ernest Scott Santi, a director of W.W. Grainger, Inc. (GWW), reported transactions dated 09/01/2025. The filing shows a disposition of 303 shares of Common Stock and the acquisition of 23 Deferred Stock Units that are expected to settle one-for-one into common shares after the director’s service ends. Following the reported activity, the filing lists 10,390 shares beneficially owned directly. The Form 4 was signed by a power of attorney on behalf of Mr. Santi on 09/03/2025. The filing includes Exhibit 24 (Power of Attorney).

Positive

• Received 23 deferred stock units that will convert 1-for-1 to shares after end of service, aligning pay with equity ownership
• Beneficial ownership reported as 10,390 shares, providing transparent insider holdings disclosure

Negative

• Disposition of 303 common shares was reported; the filing does not state whether this was under a trading plan
• No explanation provided in the form for the reason behind the sale of 303 shares

Insights

Financial Analyst

TL;DR: Small insider disposition plus grant of deferred units; ownership remains modest relative to larger institutional stakes.

The Form 4 records a 303-share disposition and receipt of 23 deferred stock units by a company director, which will convert 1-for-1 to shares after service ends. The net change is immaterial to Grainger’s market capitalization but is relevant for monitoring director compensation alignment with shareholders. The filing does not state the reason for the sale or whether the disposition was pursuant to a pre-existing plan.

Corporate Governance Expert

TL;DR: Routine director compensation and small sale; procedural disclosure appears complete with POA signature.

The disclosure shows director compensation via deferred stock units and a contemporaneous small sale of common stock. The inclusion of Exhibit 24 and a POA signature indicates proper procedural form. No departures, option exercises, or material changes to board composition are disclosed.

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
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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^*

SANTI ERNEST SCOTT

(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)
09/01/2025

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								303	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)	09/01/2025		A		23		(2)	(2)	Common Stock	23	$1,013.5	10,390	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:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from Ernest Scott Santi, Director	09/03/2025
	** 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.

FAQ

What transactions did Ernest Scott Santi report for GWW on 09/01/2025?

The Form 4 shows a disposition of 303 common shares and an acquisition of 23 deferred stock units that settle 1-for-1 into common stock.

How many shares does the reporting person beneficially own after the transactions (GWW)?

The filing reports 10,390 shares beneficially owned following the reported transactions.

What are the deferred stock units reported in the GWW Form 4?

The deferred stock units are compensation units that the filing states are expected to settle one-for-one into common shares after the director’s service ends.

When was the Form 4 signed and by whom for the GWW filing?

The Form 4 was signed on 09/03/2025 by Paul Stanukinas by power of attorney for Ernest Scott Santi; Exhibit 24 (Power of Attorney) is included.

Does the Form 4 state the reason for the 303-share disposition (GWW)?

No. The filing does not provide a reason or indicate that the sale was pursuant to a Rule 10b5-1 plan.