Grainger (NYSE: GWW) CFO exercises options and sells 2,339 shares under 10b5-1 plan

Rhea-AI Filing Summary

W.W. Grainger Sr. VP & CFO Deidra C. Merriwether exercised stock options and sold shares in a pre-planned transaction. She exercised options for 2,339 shares of common stock at an exercise price of $311.26 per share and converted them into common stock.

On the same date, she sold 2,339 common shares in a series of open-market trades under a Rule 10b5-1 trading program adopted on December 23, 2025, at weighted average prices within ranges from $1,044.54 to $1,072.93 per share. After these transactions, she directly holds 10,235 shares of W.W. Grainger common stock.

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).

X

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^*

Merriwether Deidra C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2026		M(1)		2,339	A	$311.26	12,574	D
Common Stock	03/24/2026		S(1)		40	D	$1,044.842(2)	12,534	D
Common Stock	03/24/2026		S(1)		160	D	$1,048.015(3)	12,374	D
Common Stock	03/24/2026		S(1)		80	D	$1,050.78(4)	12,294	D
Common Stock	03/24/2026		S(1)		200	D	$1,060.375(5)	12,094	D
Common Stock	03/24/2026		S(1)		349	D	$1,064.0563(6)	11,745	D
Common Stock	03/24/2026		S(1)		150	D	$1,064.5658(7)	11,595	D
Common Stock	03/24/2026		S(1)		354	D	$1,066.6927(8)	11,241	D
Common Stock	03/24/2026		S(1)		195	D	$1,067.9518(9)	11,046	D
Common Stock	03/24/2026		S(1)		331	D	$1,068.7939(10)	10,715	D
Common Stock	03/24/2026		S(1)		240	D	$1,070.1833(11)	10,475	D
Common Stock	03/24/2026		S(1)		120	D	$1,071.3167(12)	10,355	D
Common Stock	03/24/2026		S(1)		120	D	$1,072.5567(13)	10,235	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$311.26	03/24/2026		M(1)			2,339	04/01/2022(14)	03/31/2029	Common Stock	2,339	$0	0	D

Explanation of Responses:

1. Transaction pursuant to a Rule 10b5-1 trading program adopted on December 23, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,044.54 to $1,044.99, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (13).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,047.54 to $1,048.49, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,050.78 to $1,050.78, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,059.84 to $1,060.70, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,063.37 to $1,064.35, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,064.41 to $1,064.77, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,066.19 to $1,067.08, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,067.26 to $1,068.20, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,068.27 to $1,069.17, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,069.81 to $1,070.64, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.96 to $1,071.75, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,071.98 to $1,072.93, inclusive.

14. The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.

Remarks:

	/s/ Cherita Thomas, by POA from Deidra C. Merriwether, Sr. VP & CFO	03/25/2026
	** 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)

FAQ

What did W.W. Grainger (GWW) CFO Deidra Merriwether report in this Form 4?

Deidra Merriwether reported exercising stock options for 2,339 shares and selling 2,339 common shares. The transactions were executed on March 24, 2026, and were part of a structured trading activity disclosed to the SEC.

How many W.W. Grainger (GWW) options did the CFO exercise and at what price?

She exercised stock options covering 2,339 shares of W.W. Grainger common stock at an exercise price of $311.26 per share. These options had previously vested in stages between April 2020 and April 2022, according to the disclosure footnotes.

How many W.W. Grainger (GWW) shares did the CFO sell and at what prices?

She sold 2,339 common shares in multiple open-market transactions. The weighted average prices for these trades fell within several ranges, with disclosed lows of $1,044.54 and highs up to $1,072.93 per share, based on the reported price intervals.

Were the W.W. Grainger (GWW) CFO’s share sales under a Rule 10b5-1 plan?

Yes. A footnote states the transactions were made pursuant to a Rule 10b5-1 trading program adopted on December 23, 2025. Such plans pre-schedule trades, indicating the timing was determined in advance rather than by day-to-day market decisions.

How many W.W. Grainger (GWW) shares does the CFO own after these transactions?

After completing the option exercise and related sales, Deidra Merriwether directly holds 10,235 shares of W.W. Grainger common stock. This post-transaction balance is shown in the Form 4 totals for her direct ownership position.

What type of transaction pattern does the W.W. Grainger (GWW) Form 4 show for the CFO?

The Form 4 reflects an exercise-and-sell pattern. The CFO exercised options to acquire 2,339 shares at a fixed exercise price, then sold the same number of shares in multiple open-market trades on the same date under a pre-arranged 10b5-1 plan.