W.W. Grainger insider filing shows DSUs and family trust holdings for director

Rhea-AI Filing Summary

W.W. Grainger director Katherine D. Jaspon reported transactions on Form 4 showing acquisition of deferred stock units on 09/01/2025. The filing records 4 deferred stock units acquired directly that are expected to settle one-for-one into common shares after her service ends, with a reported aggregate value of $1,013.5 for one line. The filing also reports a grant-coded entry that results in 1,552 shares held indirectly in a family trust for which her spouse is co-trustee and beneficiaries include their mutual descendants. The Form 4 was signed by an attorney-in-fact.

Positive

• Disclosure of deferred stock units increases transparency about director compensation and ownership
• Indirect ownership in a family trust is clearly disclosed, including the trustee and beneficiary relationship

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity deferral increases insider alignment without material size to company market cap.

The reported transactions are typical compensation-related deferred stock unit activity for a non-employee director. Acquisition of 4 DSUs directly and recognition of 1,552 shares indirectly in a family trust reflect personal ownership changes rather than operational or financial shifts at Grainger. There are no disposals, no option exercises, and no cash transactions disclosed, so the filing does not indicate liquidity events or material dilution. The filing meets Section 16 disclosure requirements and was executed via power of attorney.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard director deferred compensation entry with a clear indirect ownership disclosure.

The Form 4 properly identifies Ms. Jaspon as a director and discloses the nature of indirect beneficial ownership through a family trust where her spouse is co-trustee. The notes clarify a one-for-one settlement of DSUs to common stock after service termination, which is consistent with customary board compensation arrangements and transparency practices. No issues such as rapid trading, hedging, or pledge of shares are indicated.

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^*

Jaspon Katherine D.

(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		4		(2)	(2)	Common Stock	4	$1,013.5	4	D
Deferred Stock Units	(1)	09/01/2025		G			4	(2)	(2)	Common Stock	4	$0	0	D
Deferred Stock Units	(1)	09/01/2025		G		4		(2)	(2)	Common Stock	4	$0	1,552	I	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. Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee, and her spouse and any mutual descendants of her and her spouse are beneficiaries.

Remarks:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from Katherine D. Jaspon, 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.
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FAQ

What did Katherine D. Jaspon report on the Form 4 for GWW?

She reported acquisition of 4 deferred stock units directly and recognition of 1,552 shares indirectly held in a family trust, both dated 09/01/2025.

When will the deferred stock units settle into Grainger common stock?

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

Does the Form 4 show any sales or option exercises by the reporting person?

No. The Form 4 shows acquisitions of deferred stock units and no disposals or option exercises are reported.

Who holds the indirect shares reported on the Form 4?

The 1,552 shares are held in a family trust for which Ms. Jaspon's spouse is a co-trustee and the spouse and mutual descendants are beneficiaries.

Was the Form 4 signed by the reporting person?

The filing was signed on behalf of Katherine D. Jaspon by Paul Stanukinas via power of attorney on 09/03/2025.