Grainger director receives deferred stock unit awards

Watson Lucas E reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Watson Lucas E reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger, Inc. director Lucas E. Watson reported new equity-based compensation awards. On April 29, 2026, he received 112 deferred stock units at a reference value of $1,160.14 per unit and an additional 176 deferred stock units as part of his director compensation.

The filing states these deferred stock units are expected to settle in shares of common stock on a one-for-one basis after his service on the board ends. Following the latest transactions, he holds 5,887 deferred stock units directly and 157 shares of common stock indirectly in the Lucas E. Watson Trust – 2025, where he serves as trustee.

Insider Trade Summary

Grant/Award: 288 shares

Grant/Award 3 txns

Insider Watson Lucas E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	176	$0.00	$0.00
Grant/Award	Deferred Stock Units	112	$1,160.14	$130K
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 5,999 contracts (Direct); Common Stock — 157 shares (Indirect, Held in the Watson Trust.)

Footnotes (4)

1. F1. Held in the the Lucas E. Watson Trust - 2025, of which the reporting person is the trustee.
2. F2. 1-for-1
3. F3. 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.
4. F4. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors.

Key Figures

Deferred stock units granted: 112 units Additional deferred stock units granted: 176 units Deferred stock units held after grant: 5,887 units +2 more

5 metrics

Deferred stock units granted 112 units Grant on April 29, 2026 at $1,160.14 per unit

Additional deferred stock units granted 176 units Grant on April 29, 2026 at $0.00 per unit

Deferred stock units held after grant 5,887 units Direct holdings after latest reported transaction

Common shares held via trust 157 shares Held in the Lucas E. Watson Trust – 2025

Reference unit value $1,160.14 per unit Price per deferred stock unit for 112-unit grant

Key Terms

Deferred Stock Units, Grant, award, or other acquisition, Held in the Watson Trust., one-for-one, +1 more

5 terms

Deferred Stock Units financial

"security_title: "Deferred Stock Units""

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, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Held in the Watson Trust. financial

"nature_of_ownership: "Held in the Watson Trust.""

one-for-one financial

""1-for-1" and "one-for-one basis" in footnotes"

board of directors financial

""cash compensation for service on the board of directors""

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did GWW director Lucas E. Watson report?

Lucas E. Watson reported receiving deferred stock units as director compensation. He was granted 112 deferred stock units at $1,160.14 per unit and an additional 176 deferred stock units, which are expected to convert into common shares after his board service ends.

How many deferred stock units does Lucas E. Watson hold in W.W. Grainger (GWW)?

After the reported awards, Lucas E. Watson holds 5,887 deferred stock units directly. These units are expected to settle into an equal number of W.W. Grainger common shares on a one-for-one basis once his service on the board of directors concludes.

How are Lucas E. Watson’s deferred stock units in GWW expected to settle?

The deferred stock units are expected to settle in W.W. Grainger common stock on a one-for-one basis. Settlement is described as occurring following the end of Watson’s service as a director, effectively converting each unit into one share of common stock.

Does Lucas E. Watson hold W.W. Grainger (GWW) shares through a trust?

Yes. The filing notes 157 shares of W.W. Grainger common stock are held in the Lucas E. Watson Trust – 2025. Watson is identified as the trustee, so these shares are reported as indirectly owned through that trust structure.

Are Lucas E. Watson’s Form 4 transactions in GWW open-market buys or compensation grants?

The reported transactions are compensation-related grants, not open-market purchases. The Form 4 identifies both deferred stock unit entries with code “A,” meaning grant, award, or other acquisition, including units received instead of cash fees for board service.

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Accepted by SEC EDGAR 05/01/2026 - 05:19 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^*

Watson Lucas E

(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)
04/29/2026

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								157	I	Held in the Watson Trust.(1)

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	(2)	04/29/2026		A		176		(3)	(3)	Common Stock	176	$0	5,887	D
Deferred Stock Units	(2)	04/29/2026		A(4)		112		(3)	(3)	Common Stock	112	$1,160.14	5,999	D

Explanation of Responses:

1. Held in the the Lucas E. Watson Trust - 2025, of which the reporting person is the trustee.

2. 1-for-1

3. 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.

4. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors.

Remarks:

	/s/ Cherita Thomas, by POA from Lucas E. Watson, Director	05/01/2026
	** 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)