[Form 4] W.W. GRAINGER, INC. Insider Trading Activity

Rhea-AI Filing Summary

W.W. Grainger, Inc. reported that VP and Controller Laurie R. Thomson sold a total of 313 shares of common stock in open-market transactions on May 12, 2026. The sales occurred at weighted average prices within a range of about $1,230.45 to $1,236.54 per share. Following these transactions, Thomson directly owned 399 shares of Grainger common stock. These disclosures show a series of small insider sales rather than a change in derivative or option positions.

Insider Trade Summary

Net Seller: 313 shares

Net Sell 5 txns

Insider Thomson Laurie R

Role VP, Controller

Sold 313 shs ($386K)

Type	Security	Shares	Price	Value
Sale	Common Stock	240	$1,230.82	$295K
Sale	Common Stock	10	$1,231.52	$12K
Sale	Common Stock	20	$1,233.76	$25K
Sale	Common Stock	20	$1,234.70	$25K
Sale	Common Stock	23	$1,236.43	$28K

Holdings After Transaction: Common Stock — 399 shares (Direct)

Footnotes (4)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,230.45 to $1,231.03, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (4).
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at price ranging from $1,233.28 to $1,234.25, inclusive.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at price ranging from $1,234.44 to $1,234.97, inclusive.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at price ranging from $1,236.29 to $1,236.54, inclusive.

Key Figures

Shares sold: 313 shares Price range: $1,230.45–$1,236.54/share Post-transaction holdings: 399 shares +2 more

5 metrics

Shares sold 313 shares Total common stock sold by Laurie R. Thomson on May 12, 2026

Price range $1,230.45–$1,236.54/share Weighted average sale price ranges from Form 4 footnotes

Post-transaction holdings 399 shares Common stock directly owned by Laurie R. Thomson after transactions

Individual sale sizes 23, 20, 20, 10, 240 shares Five separate open-market sales of common stock

Reported sale prices $1,231.52–$1,236.43/share Weighted average prices shown in transaction rows

Key Terms

open-market sale, weighted average price, Common Stock, non-derivative

4 terms

open-market sale financial

"transaction_action: "open-market sale" for each common stock transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Common Stock financial

"security_title: "Common Stock" for all reported transactions"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

non-derivative financial

"transaction_type: "non-derivative" for each common stock sale"

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Accepted by SEC EDGAR 05/14/2026 - 11:18 AM 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^*

Thomson Laurie R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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	05/12/2026		S		240	D	$1,230.82(1)	472	D
Common Stock	05/12/2026		S		10	D	$1,231.52	462	D
Common Stock	05/12/2026		S		20	D	$1,233.76(2)	442	D
Common Stock	05/12/2026		S		20	D	$1,234.7(3)	422	D
Common Stock	05/12/2026		S		23	D	$1,236.43(4)	399	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,230.45 to $1,231.03, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (4).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at price ranging from $1,233.28 to $1,234.25, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at price ranging from $1,234.44 to $1,234.97, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at price ranging from $1,236.29 to $1,236.54, inclusive.

Remarks:

	/s/ Cherita Thomas, by POA from Laurie R. Thomson, VP, Controller	05/14/2026
	** 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)