W.W. Grainger Form 4 — 2,615 Units Held Indirectly via Family Trust

Rhea-AI Filing Summary

Steven Andrew White, a director of W.W. Grainger, Inc. (GWW), reported transactions on 09/01/2025 involving deferred stock units. The Form 4 shows an acquisition entry of 7 deferred stock units that are expected to settle one-for-one into common shares after the end of his service as a director.

The filing also reports two grant-coded entries of 7 units each: one that leaves zero shares held directly and a second showing 2,615 deferred stock units held indirectly through a family trust. The filer explains the units were gifted to his spouse and then transferred into a family trust of which he is trustee and primary beneficiary, and he holds voting and investment power for those trust-held units. The form was signed by POA on 09/03/2025.

Insights

Securities Analyst

TL;DR: Routine insider disclosure of deferred stock units by a director, reporting direct and indirect holdings.

The Form 4 documents standard equity compensation and a subsequent transfer into a family trust. The filing specifies timing (09/01/2025), instrument (deferred stock units settling 1-for-1 into common stock), and that the reporting person retains voting and investment power over trust-held units. This disclosure fulfills Section 16 reporting requirements and clarifies beneficial ownership structure.

Corporate Governance Expert

TL;DR: Disclosure outlines governance-relevant ownership and a trust transfer, maintaining transparency on voting and investment power.

The filing notes a gift to the reporting person’s spouse and an intra-family transfer to a family trust, with the reporting person as trustee and primary beneficiary. By explicitly stating voting and investment power, the Form 4 provides stakeholders clarity on who controls the economic and voting rights of 2,615 deferred stock units held indirectly.

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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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^*

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)
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

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		7		(2)	(2)	Common Stock	7	$1,013.5	7	D
Deferred Stock Units	(1)	09/01/2025		G			7	(2)	(2)	Common Stock	7	$0	0	D
Deferred Stock Units	(1)	09/01/2025		G		7		(2)	(2)	Common Stock	7	$0	2,615	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:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from Steven Andrew White, 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).
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 did Steven Andrew White report on Form 4 for GWW?

He reported transactions dated 09/01/2025 involving deferred stock units, including an acquisition entry of 7 units and indirect ownership of 2,615 units via a family trust.

How do the deferred stock units convert into Grainger common stock?

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

Why are some units shown as indirect holdings?

The report explains the units were gifted to the reporting person’s spouse and then transferred into a family trust; the reporting person is trustee and primary beneficiary and has voting and investment power over those units.

When was the Form 4 signed and by whom?

The Form 4 was signed by Paul Stanukinas, by POA from Steven Andrew White on 09/03/2025.

How many deferred stock units were acquired according to the filing?

The filing shows an acquisition (code A) of 7 deferred stock units on 09/01/2025.