Grainger (NYSE: GWW) director shifts deferred stock units into family trust

Rhea-AI Filing Summary

W.W. Grainger director Steven Andrew White reported movements in deferred stock units tied to his board service. He received a grant of 5 deferred stock units, which are expected to settle into an equal number of common shares on a one-for-one basis after his service as a director ends.

On the same date, 5 deferred stock units were gifted to his spouse and then transferred into a family trust, where he is trustee and primary beneficiary and holds voting and investment power over the trust’s units. After these transfers, 2,625 deferred stock units are shown as held indirectly through the family trust.

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

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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^*

White Steven Andrew

(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)
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)
			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)	03/01/2026		A		5		(2)	(2)	Common Stock	5	$1,144.73	5	D
Deferred Stock Units	(1)	03/01/2026		G			5	(2)	(2)	Common Stock	5	$0	0	D
Deferred Stock Units	(1)	03/01/2026		G		5		(2)	(2)	Common Stock	5	$0	2,625	I	By Family Trust(3)

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.

3. The stock units were gifted to the reporting person's spouse and were subsequently transferred by the spouse into a family trust of which the reporting person is trustee and primary beneficiary. The reporting person has voting and investment power with respect to all stock units held by the family trust.

Remarks:

	/s/ Cherita Thomas, by POA from Steven Andrew White, 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.

FAQ

What insider transactions did Steven Andrew White report at W.W. Grainger (GWW)?

Steven Andrew White reported both an acquisition and dispositions of deferred stock units. He received 5 units as a grant and gifted 5 units that were ultimately transferred into a family trust where he serves as trustee and primary beneficiary.

What are the deferred stock units reported by W.W. Grainger director Steven Andrew White?

The deferred stock units are equity-based awards linked to W.W. Grainger common stock. They are expected to settle into shares of common stock on a one-for-one basis following the end of Steven Andrew White’s service as a director of the company.

How many W.W. Grainger deferred stock units did Steven Andrew White acquire in this Form 4?

Steven Andrew White acquired 5 deferred stock units through a grant classified as a grant, award, or other acquisition. These units are expected to convert into an equal number of W.W. Grainger common shares after his board service concludes.

What gift transactions involving W.W. Grainger deferred stock units were disclosed?

Two bona fide gift transactions were disclosed, each involving 5 deferred stock units. The units were gifted to Steven Andrew White’s spouse and then transferred into a family trust, which holds the units with him as trustee and primary beneficiary with voting and investment power.

Does Steven Andrew White retain control over the W.W. Grainger deferred stock units held in the family trust?

Yes. The filing states that the family trust holds deferred stock units and that Steven Andrew White is trustee and primary beneficiary, with voting and investment power over all stock units held by the trust, indicating his ongoing control over those units.

When will the W.W. Grainger deferred stock units reported by Steven Andrew White settle into common shares?

The deferred stock units are expected to settle in W.W. Grainger common stock on a one-for-one basis following the end of Steven Andrew White’s service as a director, aligning settlement with the conclusion of his board tenure.