W.W. Grainger (NYSE: GWW) director adds deferred stock units, now holds 5,700

Rhea-AI Filing Summary

W.W. Grainger director Lucas E. Watson reported routine equity activity. On December 1, 2025, he acquired 14 deferred stock units, each tied on a 1-for-1 basis to a share of W.W. Grainger common stock and expected to settle in stock after his service as a director ends. Following this transaction, he beneficially owns 5,700 deferred stock units directly. He also indirectly holds 157 shares of common stock through the Watson Trust UA DTD December 17, 2015, where he serves as co-trustee.

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

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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^*

Watson Lucas E

(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)
12/01/2025

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								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)	12/01/2025		A		14		(3)	(3)	Common Stock	14	$948.63	5,700	D

Explanation of Responses:

1. Held in the Watson Trust UA DTD December 17, 2015, of which the reporting person is co-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/ Paul Stanukinas, by POA from Lucas E. Watson, Director	12/03/2025
	** 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 insider transaction did W.W. Grainger (GWW) disclose for Lucas E. Watson?

The filing reports that director Lucas E. Watson acquired 14 deferred stock units on December 1, 2025, which are tied 1-for-1 to W.W. Grainger common stock.

How many deferred stock units does Lucas E. Watson now hold in W.W. Grainger (GWW)?

After the reported transaction, Lucas E. Watson beneficially owns 5,700 deferred stock units directly.

How and when will the deferred stock units for W.W. Grainger (GWW) settle?

The deferred stock units are expected to settle in shares of W.W. Grainger common stock on a one-for-one basis following the end of Lucas E. Watson’s service as a director.

What indirect W.W. Grainger (GWW) holdings does Lucas E. Watson report?

Lucas E. Watson reports 157 shares of common stock held indirectly in the Watson Trust UA DTD December 17, 2015, where he is a co-trustee.

What was the reference stock price for the W.W. Grainger (GWW) deferred stock unit grant?

The table shows a value of $948.63 associated with the deferred stock units, tied to the underlying W.W. Grainger common stock.

What is Lucas E. Watson’s relationship to W.W. Grainger (GWW)?

Lucas E. Watson is reported as a director of W.W. Grainger, Inc. and filed this report as a single reporting person.