Grainger director awarded deferred stock units

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Rhea-AI Filing Summary

W.W. Grainger director Christopher J. Klein reported an automatic award of deferred stock units linked to company common stock. The award was recorded at a reference price of $1,144.73 per deferred stock unit, but the number acquired in this transaction was less than one full unit.

After this grant, Klein holds 439 deferred stock units, which are expected to settle one-for-one in common shares following the end of his service as a director. He also directly holds 65 shares of W.W. Grainger common stock.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 2 txns

Insider KLEIN CHRISTOPHER J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	0	$1,144.73	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 439 contracts (Direct); Common Stock — 65 shares (Direct)

Footnotes (3)

F1. 1-for-1
F2. The number of deferred stock units acquired was less than one (1) deferred stock unit equivalent.
F3. 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.

FAQ

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What did W.W. Grainger (GWW) director Christopher J. Klein report on this Form 4?

Christopher J. Klein reported an automatic award of deferred stock units. These director units are linked one-for-one to W.W. Grainger common stock and are expected to settle in shares after his board service ends, reflecting routine equity-based director compensation.

How many deferred stock units does Christopher J. Klein hold in W.W. Grainger (GWW)?

Following the reported transaction, Klein holds 439 deferred stock units. These units are expected to convert into an equal number of W.W. Grainger common shares after his service as a director ends, providing equity-based alignment with shareholder interests over time.

What was the reference price for the new deferred stock units in W.W. Grainger (GWW)?

The deferred stock units were credited at a reference price of $1,144.73 per unit. The filing notes that the number of units acquired in this transaction was less than one full unit equivalent, so only a fractional amount was added to Klein's existing deferred balance.

When will Christopher J. Klein’s deferred stock units in W.W. Grainger (GWW) settle?

The deferred stock units are expected to settle after Klein’s service as a director ends. At that time, each deferred stock unit is anticipated to convert into one share of W.W. Grainger common stock, according to the one-for-one settlement terms disclosed.

How many W.W. Grainger (GWW) common shares does Christopher J. Klein hold directly?

Klein directly holds 65 shares of W.W. Grainger common stock following the reported transactions. This direct ownership is separate from his 439 deferred stock units, which are expected to convert into common shares only after his board service concludes.

Was this W.W. Grainger (GWW) Form 4 a stock purchase or a grant for Christopher J. Klein?

The Form 4 reflects a grant or award acquisition of deferred stock units, not an open-market stock purchase. The transaction is coded as a grant-type acquisition and represents routine director equity compensation rather than a discretionary stock buy or sale.

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Accepted by SEC EDGAR 03/03/2026 - 02:46 PM

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^*

KLEIN CHRISTOPHER J

(Last)

(First)

(Middle)

100 GRAINGER PARKWAY

(Street)

LAKE FOREST

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)
03/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								65	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁾	03/01/2026		A		0⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	0⁽²⁾	$1,144.73	439	D

Explanation of Responses:

1. 1-for-1

2. The number of deferred stock units acquired was less than one (1) deferred stock unit equivalent.

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/ Cherita Thomas, by POA from Christopher J. Klein, Director	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR