Grainger (NYSE: GWW) director receives 67 deferred stock units grant

Rhea-AI Filing Summary

NOVICH NEIL S reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director Neil S. Novich reported an equity compensation grant. He received 67 Deferred Stock Units, each tied to one share of common stock, at a reference price of $1,234.24 per unit. These units are expected to settle in common shares after his service as a director ends.

Following this grant, Novich now holds 33,644 Deferred Stock Units and 4,605 shares of common stock directly. The filing reflects routine director compensation rather than an open-market stock purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider NOVICH NEIL S

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	67	$1,234.24	$83K
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 33,644 shares (Direct, null); Common Stock — 4,605 shares (Direct, null)

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.

Key Figures

Deferred Stock Units granted: 67 units Reference price per Deferred Stock Unit: $1,234.24 per unit Deferred Stock Units after grant: 33,644 units +2 more

5 metrics

Deferred Stock Units granted 67 units Grant to director Neil S. Novich

Reference price per Deferred Stock Unit $1,234.24 per unit Deferred Stock Units grant on 2026-06-01

Deferred Stock Units after grant 33,644 units Total Deferred Stock Units held by Neil S. Novich

Common shares held directly 4,605 shares Common Stock position following reported transactions

Settlement ratio 1-for-1 Each Deferred Stock Unit expected to settle into one common share

Key Terms

Deferred Stock Units, grant/award acquisition, 1-for-1, Common Stock

4 terms

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.

grant/award acquisition financial

"transaction_action is classified as a grant/award acquisition for the derivative units"

1-for-1 financial

"The deferred stock units are expected to settle in shares of common stock on a one-for-one basis"

Common Stock financial

"The deferred stock units are expected to settle in shares of common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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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^*

NOVICH NEIL S

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								4,605	D

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)	06/01/2026		A		67		(2)	(2)	Common Stock	67	$1,234.24	33,644	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 Neil S. Novich, Director	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did W.W. Grainger (GWW) director Neil S. Novich report in this Form 4?

Neil S. Novich reported receiving 67 Deferred Stock Units as director compensation. These units are linked to W.W. Grainger common stock and increase his total Deferred Stock Units to 33,644, alongside 4,605 directly held common shares.

Is the W.W. Grainger (GWW) Form 4 transaction a stock purchase or sale?

The Form 4 does not show an open-market purchase or sale. It reports a grant of 67 Deferred Stock Units as compensation, not a discretionary trade, so it does not indicate a change in Novich’s market trading activity.

How many W.W. Grainger (GWW) Deferred Stock Units does Neil S. Novich now hold?

After the reported grant, Neil S. Novich holds 33,644 Deferred Stock Units. Each unit is expected to settle into one share of W.W. Grainger common stock after his service as a director ends, according to the disclosure.

What does the 1-for-1 settlement mean for W.W. Grainger (GWW) Deferred Stock Units?

The 1-for-1 settlement means each Deferred Stock Unit converts into one share of common stock. For Neil S. Novich, his 33,644 units are expected to settle into an equal number of W.W. Grainger shares once his board service concludes.

How many W.W. Grainger (GWW) common shares does Neil S. Novich hold directly after this filing?

Neil S. Novich holds 4,605 W.W. Grainger common shares directly after the reported transactions. This direct holding is separate from his 33,644 Deferred Stock Units, which are expected to convert into common shares at a later date.