Grainger director reports deferred stock unit changes

Rhea-AI Filing Summary

W.W. Grainger director Katherine D. Jaspon reported changes in her deferred stock unit holdings. She received a grant of 4 deferred stock units at a reference price of $1,144.73 per unit, which are expected to settle into common shares on a one-for-one basis after her service as a director ends.

She also made bona fide gifts of 4 deferred stock units from her direct holdings and 4 deferred stock units attributed to a family trust where her spouse is a co-trustee and family members are beneficiaries. After these transactions, some deferred stock units are held indirectly through the family trust.

Insider Trade Summary

8 shares gifted

Gift 3 txns

Insider Jaspon Katherine D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	4	$1,144.73	$5K
Gift	Deferred Stock Units	4	$0.00	$0.00
Gift	Deferred Stock Units	4	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 0 contracts (Direct); Deferred Stock Units — 1,559 contracts (Indirect, Family Trust)

Footnotes (3)

1. F1. 1-for-1
2. F2. 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. F3. 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.

FAQ

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What insider transactions did W.W. Grainger (GWW) director Katherine Jaspon report?

Director Katherine Jaspon reported a grant of 4 deferred stock units and two separate bona fide gifts of 4 deferred stock units each, one from her direct holdings and one attributed to a family trust, all dated March 1, 2026.

What are the terms of the deferred stock units reported for Grainger (GWW)?

The deferred stock units are expected to settle in shares of W.W. Grainger common stock on a one-for-one basis after Katherine Jaspon’s service as a director ends, effectively deferring receipt of the underlying common shares until that time.

How many deferred stock units were granted to the Grainger (GWW) director and at what price?

Katherine Jaspon received a grant of 4 deferred stock units tied to W.W. Grainger stock at a reference price of $1,144.73 per unit, with settlement into common shares expected on a one-for-one basis after her board service concludes.

What gifts of deferred stock units involving Grainger (GWW) stock were disclosed?

The filing shows bona fide gifts of 4 deferred stock units from Katherine Jaspon’s direct holdings and 4 deferred stock units attributed to a family trust, transferring interests in deferred stock units rather than executing open-market sales of W.W. Grainger common stock.

How is the family trust related to the Grainger (GWW) director’s holdings?

A family trust holds shares for which Katherine Jaspon’s spouse serves as co-trustee, and her spouse and mutual descendants are beneficiaries. Deferred stock unit gifts attributed to this trust reflect indirect holdings associated with the director’s family structure.

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Accepted by SEC EDGAR 03/03/2026 - 02:46 PM Learn about SEC filing dates

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^*

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)
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		4		(2)	(2)	Common Stock	4	$1,144.73	4	D
Deferred Stock Units	(1)	03/01/2026		G			4	(2)	(2)	Common Stock	4	$0	0	D
Deferred Stock Units	(1)	03/01/2026		G		4		(2)	(2)	Common Stock	4	$0	1,559	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:

	/s/ Cherita Thomas, by POA from Katherine D. Jaspon, 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.