W.W. Grainger (GWW) director reports new deferred stock unit and 358 total

Rhea-AI Filing Summary

W.W. Grainger, Inc. director Cindy J. Miller reported a change in her equity holdings in a Form 4. On 12/01/2025, she acquired 1 deferred stock unit at a reference price of $948.63, classified as an "A" (acquired) transaction. Following this transaction, she beneficially owns 358 deferred stock units, held directly. These deferred stock units are expected to settle on a one-for-one basis into shares of common stock after her service as a director ends.

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^*

Miller Cindy J

(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

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)	12/01/2025		A		1		(2)	(2)	Common Stock	1	$948.63	358	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:

	/s/ Paul Stanukinas, by POA from Cindy J. Miller, 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 did W.W. Grainger (GWW) disclose in this Form 4 filing?

The filing shows that director Cindy J. Miller acquired 1 deferred stock unit on 12/01/2025, bringing her direct beneficial ownership to 358 deferred stock units.

What type of security did the W.W. Grainger director receive?

She received deferred stock units, which are derivative securities that are expected to settle into shares of common stock on a one-for-one basis after her board service ends.

At what price was the deferred stock unit for W.W. Grainger (GWW) recorded?

The single deferred stock unit was recorded at a price of $948.63 in the Form 4.

How many W.W. Grainger deferred stock units does the director now hold?

After the reported transaction, the director beneficially owns 358 deferred stock units, held in direct ownership.

How will W.W. Grainger (GWW) deferred stock units be settled for the director?

The filing states the deferred stock units are expected to settle in shares of common stock on a one-for-one basis following the end of the director’s service.

What is the reporting person’s relationship to W.W. Grainger (GWW)?

The reporting person is identified as a Director of W.W. Grainger, Inc., filing individually on the Form 4.