Grainger director granted deferred stock units

NOVICH NEIL S reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

NOVICH NEIL S reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director Neil S. Novich reported routine equity compensation rather than open‑market trading. He received two grants of deferred stock units on April 29, 2026: one for 112 units at $1,160.14 per unit and another for 176 units. According to the disclosure, these deferred stock units are taken in lieu of cash fees for board service and are expected to settle into shares of common stock on a one-for-one basis after his service as a director ends. Following these transactions, Novich holds 4,605 shares of common stock directly and 33,577 deferred stock units tied to common stock.

Insider Trade Summary

Grant/Award: 288 shares

Grant/Award 3 txns

Insider NOVICH NEIL S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	176	$0.00	$0.00
Grant/Award	Deferred Stock Units	112	$1,160.14	$130K
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 33,577 contracts (Direct); Common Stock — 4,605 shares (Direct)

Footnotes (3)

F1. 1-for-1
F2. 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.
F3. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors.

Key Figures

Deferred stock unit grant: 112 units at $1,160.14 Additional DSU grant: 176 units Deferred stock units held: 33,577 units +1 more

4 metrics

Deferred stock unit grant 112 units at $1,160.14 Grant of deferred stock units on April 29, 2026

Additional DSU grant 176 units Second deferred stock unit award on April 29, 2026

Deferred stock units held 33,577 units Total deferred stock units after transactions

Common shares held 4,605 shares Direct W.W. Grainger common stock after transactions

Key Terms

Deferred Stock Units, one-for-one basis, in lieu of cash compensation

3 terms

Deferred Stock Units financial

"The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

one-for-one basis financial

"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."

in lieu of cash compensation financial

"The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did W.W. Grainger (GWW) director Neil S. Novich report on this Form 4?

Neil S. Novich reported awards of deferred stock units as director compensation, not market trades. The filing shows two separate grants that increase his deferred equity holdings linked to W.W. Grainger common stock for board service on April 29, 2026.

How many deferred stock units did the Grainger (GWW) director receive?

Neil S. Novich received 112 deferred stock units at a reference value of $1,160.14 per unit and another 176 deferred stock units. These awards increase his total deferred stock unit holdings that are linked on a one-for-one basis to W.W. Grainger common shares.

Are the deferred stock units for W.W. Grainger (GWW) director paid instead of cash?

Yes. The filing states Neil S. Novich received deferred stock units in lieu of cash compensation for serving on W.W. Grainger’s board. This means part of his director fees are delivered as equity-based awards rather than as immediate cash payments.

When will the Grainger (GWW) director’s deferred stock units convert into common shares?

The deferred stock units are expected to settle into W.W. Grainger common stock on a one-for-one basis following the end of Neil S. Novich’s service as a director. Settlement is therefore tied to when his board tenure concludes, not a fixed calendar date.

How many W.W. Grainger (GWW) deferred stock units does the director hold after this filing?

After these awards, Neil S. Novich directly holds 33,577 deferred stock units linked to W.W. Grainger common stock. These units represent future rights to receive an equivalent number of shares once they settle following the completion of his board service.

How many W.W. Grainger (GWW) common shares does the director own directly after the transactions?

Following the reported transactions, Neil S. Novich directly owns 4,605 shares of W.W. Grainger common stock. This direct shareholding is separate from his 33,577 deferred stock units, which represent future-settling equity tied to his ongoing board service compensation.

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Accepted by SEC EDGAR 05/01/2026 - 05:17 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^*

NOVICH NEIL S

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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)
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								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)
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⁾	04/29/2026		A		176		⁽²⁾	⁽²⁾	Common Stock	176	$0	33,465	D
Deferred Stock Units	⁽¹⁾	04/29/2026		A⁽³⁾		112		⁽²⁾	⁽²⁾	Common Stock	112	$1,160.14	33,577	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.

3. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors.

Remarks:

	/s/ Cherita Thomas, by POA, from Neil S. Novich, Director	05/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR