[Form 4] W.W. Grainger, Inc. Insider Trading Activity

Rhea-AI Filing Summary

W.W. Grainger director Neil S. Novich reported a Form 4 disclosing transactions on 09/01/2025. He sold 4,605 shares of Grainger common stock and, separately, received 74 deferred stock units that are expected to settle one-for-one into common shares after his service as a director ends. After these transactions, the filing reports Mr. Novich beneficially owns 33,144 shares of Grainger common stock. The deferred stock units have a reported aggregate value of $1,013.50 in the filing. The Form 4 was signed by Paul Stanukinas by power of attorney for Mr. Novich on 09/03/2025.

Positive

• Director received deferred stock units as compensation that convert one-for-one to common shares after service ends

Negative

• Director sold 4,605 shares of common stock (a disposal of company equity)

Insights

Corporate Governance Expert

TL;DR: Routine director compensation and a sale of shares; no new governance events disclosed.

The Form 4 shows a director-level sale and a separate grant of deferred stock units that convert one-for-one to common stock after service ends. This pattern is consistent with typical director equity compensation and periodic portfolio rebalancing by insiders. The filing does not disclose any change in role, control, or material corporate actions. For governance review, the key facts are the 4,605 shares sold, the 74 deferred stock units granted, and the resulting beneficial ownership of 33,144 shares.

Securities Analyst

TL;DR: Insider sale plus deferred equity grant; likely routine and not material to company fundamentals.

The reported disposal of 4,605 shares combined with the grant of 74 deferred stock units suggests a mix of personal liquidity action and standard director compensation. The deferred units are structured to settle one-for-one into common shares after termination of service, indicating compensation rather than market-based trading activity. No options, loans, or derivative exercises are reported. The overall transactions do not change control or signal a material shift in ownership.

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
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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^*

NOVICH NEIL S

(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								4,605	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		74		(2)	(2)	Common Stock	74	$1,013.5	33,144	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 Neil S. Novich, 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).
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FAQ

What transactions did Neil S. Novich report on Form 4 for GWW?

He reported a disposal of 4,605 shares of common stock and the acquisition of 74 deferred stock units on 09/01/2025.

How many Grainger shares does Neil S. Novich beneficially own after the transactions?

The Form 4 reports that he beneficially owns 33,144 shares following the reported transactions.

What is the settlement arrangement for the deferred stock units?

The filing states the deferred stock units are expected to settle one-for-one into common stock following end of service as a director.

What is the reported value of the deferred stock units on the Form 4?

The deferred stock units are reported with an aggregate value of $1,013.50 in the filing.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Paul Stanukinas via power of attorney for Neil S. Novich on 09/03/2025.