[Form 4] W.W. Grainger, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Susan Slavik Williams, a director of W.W. Grainger, Inc. (GWW), reported transactions on 09/01/2025 showing a sale and multiple beneficial ownership entries. The filing discloses a disposal of 8,342 shares of Grainger common stock and an acquisition of 5 deferred stock units expected to settle one-for-one into common shares after director service ends. The report lists total beneficial holdings across direct and indirect accounts, including 5,132 shares held directly in trust, multiple trusts holding 48,939, 200,314, 572, and 852,158 shares, and LLC-held positions of 1,528,585 and 150,000 shares, with certain trusts managed by Ms. Williams or her husband and with disclaimers of beneficial ownership where noted.

Insights

Corporate Governance Expert

TL;DR: Routine director reporting shows a small sale and deferred-unit grant; ownership is concentrated across trusts and LLCs.

The Form 4 documents a disposition of 8,342 shares and an acquisition of 5 deferred stock units on 09/01/2025 by Director Susan Slavik Williams. The filing clarifies ownership is held through multiple trusts and two LLCs with varying degrees of disclaimer of beneficial ownership. This is a standard Section 16 disclosure reflecting personal and family-held structures and a typical deferred-compensation instrument for directors that converts one-for-one to common stock after service ends.

Securities Analyst

TL;DR: Insider sale is modest relative to total reported holdings; the deferred units are minor in size.

The reported sale of 8,342 shares represents a small transaction relative to the aggregate positions listed on the form, which total multiple hundreds of thousands to over a million shares across trusts and LLCs. The grant of 5 deferred stock units (expected to settle 1-for-1) is immaterial in absolute terms. The report was signed by a power of attorney on behalf of Ms. Williams and includes standard explanatory trust and LLC clarifications.

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^*

Williams Susan Slavik

(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
Common Stock								8,342	D
Common Stock								5,132	I	In Trust(1)
Common Stock								48,939	I	In Trust(2)
Common Stock								200,314	I	In Trust(2)
Common Stock								572	I	In Trust(3)
Common Stock								852,158	I	In Trust(4)
Common Stock								1,528,585	I	By LLC(5)
Common Stock								150,000	I	By LLC(6)

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	(7)	09/01/2025		A		5		(8)	(8)	Common Stock	5	$1,013.5	2,166	D

Explanation of Responses:

1. Shares held in a trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.

2. Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.

3. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.

4. Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.

5. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

6. Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. The membership interests are held for the benefit of her children.

7. 1-for-1

8. 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:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from Susan Slavik Williams, 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).
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FAQ

What transactions did Susan Slavik Williams report on Form 4 for GWW?

The Form 4 reports a disposition of 8,342 shares of W.W. Grainger common stock and an acquisition of 5 deferred stock units on 09/01/2025.

How many Grainger shares does the filing show held in trusts or LLCs?

The filing lists trust and LLC holdings including 5,132, 48,939, 200,314, 572, 852,158, 1,528,585, and 150,000 shares across various trusts and two LLCs.

Do any parties disclaim beneficial ownership in this Form 4?

Yes. The filing states Ms. Williams disclaims beneficial ownership for several trusts and for certain LLC-held shares except to the extent of her actual pecuniary interest, and notes some trusts are administered by her husband.

When will the deferred stock units settle into common stock?

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

Who signed the Form 4 filing?

The signature block shows Paul Stanukinas signed by power of attorney on behalf of Susan Slavik Williams on 09/03/2025.