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

Rhea-AI Filing Summary

Cindy J. Miller, a director of W.W. Grainger, Inc. (GWW), reported a transaction dated 09/01/2025 showing acquisition of deferred stock units. The filing states the number of deferred stock units acquired was less than one and that these units are expected to settle one-for-one into common stock following the end of her service as a director. The report lists 357 shares of common stock beneficially owned after the transaction. The Form 4 was signed by power of attorney on 09/03/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation entry, no material change to ownership or control.

The filing documents a routine director compensation settlement in the form of deferred stock units with a reported acquisition date of 09/01/2025. The number acquired is stated as less than one deferred stock unit, and the units are to convert one-for-one to common shares upon end of service. Beneficial ownership after the reported transaction is 357 shares. This transaction does not represent a material shift in governance or shareholding based on the disclosed amounts.

Securities Analyst

TL;DR: Administrative insider filing; negligible economic impact given the sub-one-unit acquisition.

The Form 4 reflects an administrative grant or accrual of deferred stock units to a director rather than a market purchase or sale. The disclosed acquisition amount is explicitly described as less than one deferred stock unit, with settlement terms converting to common stock after service. With 357 shares held post-transaction, the disclosure is informational and unlikely to affect short-term trading or valuation.

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

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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^*

Miller Cindy J

(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		0(2)		(3)	(3)	Common Stock	0	$1,013.5	357	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:

Exhibits: Exhibit 24 - Power of Attorney

	/s/ Paul Stanukinas, by POA from Cindy J. Miller, 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 Cindy J. Miller report on Form 4 for GWW?

The report shows an acquisition dated 09/01/2025 of deferred stock units (the number acquired was less than one) and discloses 357 shares beneficially owned after the transaction.

Will the deferred stock units convert to common stock?

Yes. The filing states the deferred stock units are expected to settle one-for-one into shares of common stock following the director's end of service.

Was the Form 4 signed by the reporting person?

The Form 4 was executed by Paul Stanukinas by power of attorney for Cindy J. Miller and dated 09/03/2025.

Does the filing show a material change in ownership for GWW?

No. The filing reports acquisition of less than one deferred stock unit and a total of 357 shares after the transaction, which is not a material ownership change per the disclosure.

What type of security was involved in the transaction?

The transaction involved Deferred Stock Units that are expected to settle into Common Stock on a one-for-one basis after service ends.