W.W. Grainger insider report: 400 shares sold, 13 deferred units added

Rhea-AI Filing Summary

W.W. Grainger director Rodney C. Adkins reported transactions on 09/01/2025. The filing shows a disposition of 400 shares of common stock and the acquisition of 13 deferred stock units on the same date. The deferred stock units are described as 1-for-1 and are expected to settle into shares of common stock following the end of service as a director. The report lists 5,949 shares beneficially owned by Mr. Adkins after the reported transactions. The filing is signed by a power of attorney on behalf of the reporting person.

Positive

• Deferred compensation was recorded as 13 deferred stock units that are explicitly described as 1-for-1 settlement into common stock
• Beneficial ownership remains disclosed with a clear post-transaction total of 5,949 shares

Negative

• Disposition of 400 shares was reported, which reduces the reporting person’s immediate common stock holding
• Transaction code "V" is used for the non-derivative disposal but no further context is provided in the filing

Insights

Securities Analyst

TL;DR Director sold 400 shares and acquired 13 deferred stock units, leaving 5,949 shares beneficially owned; routine insider activity.

The transaction date is 09/01/2025. The 400-share entry is recorded as a disposition and the 13 deferred stock units are recorded as an acquisition. The filing explicitly states the deferred units are expected to convert one-for-one into common shares after director service ends. Code "V" is shown for the non-derivative transaction. The report was filed under a power of attorney.

Corporate Governance Expert

TL;DR Governance note: director compensation was received as deferred stock units that convert to shares; a small open-market sale was also reported.

The filing documents director-level compensation in the form of deferred stock units (13 units) which are contractually expected to settle into common stock on a one-for-one basis. A separate line shows a disposal of 400 common shares, reducing immediate shareholdings while leaving total beneficial ownership at 5,949 shares post-transaction. The signature is by POA on 09/03/2025.

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^*

Adkins Rodney C

(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								400	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		13		(2)	(2)	Common Stock	13	$1,013.5	5,949	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 Rodney C. Adkins, 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 Rodney C. Adkins report on Form 4 for GWW?

The report shows a disposition of 400 common shares and an acquisition of 13 deferred stock units on 09/01/2025.

How many shares does Rodney C. Adkins beneficially own after the reported transactions?

The filing states Mr. Adkins beneficially owns 5,949 shares following the reported transactions.

What is the nature of the deferred stock units reported by the director?

The filing explains the deferred stock units are expected to settle 1-for-1 into common stock after the director’s service ends.

When were the transactions executed and when was the Form 4 signed?

Transactions are dated 09/01/2025 and the Form 4 bears a signature by POA dated 09/03/2025.

Was the Form 4 filed by the reporting person or by multiple filers?

The form indicates it was filed by one reporting person.