Deferred stock unit award to W.W. Grainger (GWW) board director

Rhea-AI Filing Summary

Davis George S reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director Davis George S received an award of 2 Deferred Stock Units. These units were granted on March 1, 2026 at a reference value of $1,144.73 per unit, increasing his directly held deferred stock units to 939 units after the transaction.

The footnotes state that these Deferred Stock Units are expected to settle in shares of common stock on a one-for-one basis following the end of his service as a director. Until settlement, they function as deferred equity-based compensation tied to the company’s stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Davis George S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	2	$1,144.73	$2K

Holdings After Transaction: Deferred Stock Units — 939 shares (Direct)

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.

Form 4 Insider Transactions: What Each Field Means →

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
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^*

Davis George S

(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)
03/01/2026

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)	03/01/2026		A		2		(2)	(2)	Common Stock	2	$1,144.73	939	D

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.

Remarks:

	/s/ Cherita Thomas, by POA from George S. Davis, Director	03/03/2026
	** 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.

FAQ

What insider transaction did W.W. Grainger (GWW) director Davis George S report?

Director Davis George S reported receiving an award of 2 Deferred Stock Units on March 1, 2026. This grant increased his directly held deferred stock units to 939 units, according to the Form 4 insider transaction details.

What are the terms of the Deferred Stock Units granted to the W.W. Grainger (GWW) director?

The director’s Deferred Stock Units are expected to settle in shares of common stock on a one-for-one basis. Settlement occurs following the director’s end of service, effectively deferring the delivery of common shares until that time.

At what value were the W.W. Grainger (GWW) Deferred Stock Units granted to the director?

The 2 Deferred Stock Units granted to the director were recorded at a reference value of $1,144.73 per unit. This per-unit figure reflects the stock-based compensation value used in the Form 4 disclosure for the award.

How many W.W. Grainger (GWW) Deferred Stock Units does the director hold after this grant?

After the reported award, the director directly holds 939 Deferred Stock Units. This total, disclosed in the Form 4, reflects his balance following the acquisition of 2 additional units on March 1, 2026, as part of director compensation.

When will the W.W. Grainger (GWW) director receive common shares for these Deferred Stock Units?

According to the filing, the director’s Deferred Stock Units are expected to settle in common stock after his end of service as a director. At that time, each unit is scheduled to convert into one share of common stock.