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Grainger director logs 64-unit stock award, trust gift

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

For W.W. Grainger, Inc. (GWW), director Neil S. Novich reported several equity-related changes on September 1, 2026. He received a grant of 64 Deferred Stock Units (DSUs), each expected to settle into one share of common stock after his service as a director ends. On the same date, he made a bona fide gift of 64 DSUs from his direct holdings and a corresponding 64 DSUs were acquired in a Family Trust for which he serves as co‑trustee, leaving the Family Trust with 33,708 DSUs. His directly held common stock position is reported at 4,605 shares following these transactions.

Positive

  • None.

Negative

  • None.
Insider NOVICH NEIL S
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units F1, F2 64 $1,309.49 $84K
Gift Deferred Stock Units F1, F2 64 $0.00 $0.00
Gift Deferred Stock Units F1, F2, F3 64 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Deferred Stock Units — 0 shares (Direct); Deferred Stock Units — 33,708 shares (Indirect, Family Trust); Common Stock — 4,605 shares (Direct)
Footnotes (3)
  1. F1. 1-for-1
  2. 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.
  3. F3. Shares held in a family trust for which Mr. Novich serves as a co-trustee.
Deferred Stock Units granted 64 Deferred Stock Units Grant to Neil S. Novich on September 1, 2026
Grant price per Deferred Stock Unit $1309.4900 per unit Deferred Stock Unit grant on September 1, 2026
Deferred Stock Units gifted 64 Deferred Stock Units Bona fide gift from direct ownership on September 1, 2026
Deferred Stock Units held in Family Trust 33,708 Deferred Stock Units Indirect ownership in a Family Trust after transactions
Common Stock held directly 4,605 shares Direct common stock position after reported transactions
Deferred Stock Units financial
"The deferred stock units are expected to settle in shares of common stock"
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.
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Family Trust financial
"Shares held in a family trust for which Mr. Novich serves as a co-trustee"

FAQ

What equity award did director Neil S. Novich report at W.W. Grainger (GWW)?
Neil S. Novich reported a grant of 64 Deferred Stock Units on September 1, 2026. Each DSU is expected to settle in one share of common stock after his service as a director ends.

Did Neil S. Novich buy or sell W.W. Grainger (GWW) shares in the market?
He did not report any market purchases or sales. The Form 4 shows a grant of 64 Deferred Stock Units and gift transactions involving 64 DSUs, with no code P (purchase) or S (sale) entries.

What gift transactions did Neil S. Novich report for GWW on September 1, 2026?
He reported a bona fide gift disposition of 64 Deferred Stock Units from direct ownership and a corresponding acquisition of 64 Deferred Stock Units by a Family Trust, both on September 1, 2026.

How many W.W. Grainger common shares does Neil S. Novich hold directly after these transactions?
Following the reported transactions, Neil S. Novich’s directly held common stock position is listed as 4,605 shares of W.W. Grainger, Inc.

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SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock4,605D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(1)09/01/2026A64 (2) (2)Common Stock64$1,309.4964D
Deferred Stock Units(1)09/01/2026G64 (2) (2)Common Stock64$00D
Deferred Stock Units(1)09/01/2026G64 (2) (2)Common Stock64$033,708IFamily 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. Shares held in a family trust for which Mr. Novich serves as a co-trustee.
Remarks:
/s/ Cherita Thomas, by POA, from Neil S. Novich, Director09/01/2026
** Signature of Reporting PersonDate
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