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Grainger (NYSE: GWW) director reports small gift transfers and new stock units

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

Rhea-AI Filing Summary

W.W. Grainger director Steven Andrew White reported routine compensation and family estate-planning moves involving deferred stock units. On June 1, 2026, he received a grant of 6 deferred stock units, each tied one-for-one to common stock value.

That same day, two non-market transactions labeled as bona fide gifts moved a total of 12 deferred stock units, including a gift to his spouse and a subsequent transfer into a family trust. After these changes, White holds 2,919 deferred stock units indirectly through the family trust and 6 deferred stock units directly, all expected to settle in common shares after his service as a director ends.

Positive

  • None.

Negative

  • None.
Insider White Steven Andrew
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 6 $1,234.24 $7K
Gift Deferred Stock Units 6 $0.00 --
Gift Deferred Stock Units 6 $0.00 --
Holdings After Transaction: Deferred Stock Units — 6 shares (Direct, null); Deferred Stock Units — 2,919 shares (Indirect, By Family Trust)
Footnotes (1)
  1. 1-for-1 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. 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.
Deferred stock unit grant 6 units Grant on June 1, 2026
Gifted deferred stock units 12 units Two bona fide gifts on June 1, 2026
Indirect deferred stock units 2,919 units Held via family trust after transactions
Direct deferred stock units 6 units Directly held after grant and gifts
Grant reference price $1,234.24 per unit Price per deferred stock unit for 6-unit grant
Gift transactions count 2 gifts Bona fide gift code G entries
Total derivative transactions 3 transactions All involve deferred stock units
Deferred Stock Units financial
"The deferred stock units are expected to settle in shares of common stock on a one-for-one basis"
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
"transferred by the spouse into a family trust of which the reporting person is trustee and primary beneficiary"
one-for-one basis financial
"expected to settle in shares of common stock on a one-for-one basis"
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Form 4 Insider Transactions: What Each Field Means →
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*
White Steven Andrew
(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)
06/01/2026		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
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)06/01/2026A6 (2) (2)Common Stock6$1,234.246D
Deferred Stock Units(1)06/01/2026G6 (2) (2)Common Stock6$00D
Deferred Stock Units(1)06/01/2026G6 (2) (2)Common Stock6$02,919IBy 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:
/s/ Cherita Thomas, by POA from Steven Andrew White, Director06/02/2026
** 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

FAQ

What insider transactions did W.W. Grainger (GWW) director Steven White report?

Steven White reported a grant of 6 deferred stock units and two bona fide gift transfers totaling 12 units. These are non-market, family-related and compensation transactions, not open-market stock purchases or sales.

How many W.W. Grainger (GWW) deferred stock units does Steven White hold after these transactions?

After the reported transactions, Steven White holds 2,919 deferred stock units indirectly through a family trust and 6 units directly. All these units are linked to W.W. Grainger common stock on a one-for-one basis.

Were Steven White’s W.W. Grainger (GWW) transactions open-market buys or sells?

No, the filing shows no open-market buys or sells. The transactions are a grant of 6 deferred stock units and two bona fide gifts totaling 12 units, which are non-market, family and compensation-related moves.

How are Steven White’s W.W. Grainger (GWW) deferred stock units expected to settle?

The deferred stock units are expected to settle in W.W. Grainger common stock on a one-for-one basis after Steven White’s service as a director ends, according to the filing footnotes.

What role does the family trust play in Steven White’s W.W. Grainger (GWW) holdings?

A family trust holds 2,919 of Steven White’s deferred stock units. He is trustee and primary beneficiary, with voting and investment power over all units held by the trust, as disclosed in the filing footnotes.