W.W. Grainger (GWW) Director Reports 11 Deferred Stock Units, 5,077 Shares Owned

Rhea-AI Filing Summary

Beatriz R. Perez, a director of W.W. Grainger, Inc. (GWW), acquired 11 deferred stock units on 09/01/2025. The filing reports that these deferred stock units are expected to settle on a one-for-one basis into shares of common stock following the end of her service as a director.

After the reported transaction, Ms. Perez is shown as beneficially owning 5,077 shares of Grainger common stock. The Form 4 was signed by Paul Stanukinas by power of attorney on 09/03/2025 and includes Exhibit 24 (Power of Attorney).

Positive

• Transparent disclosure of director equity grant and settlement terms in a timely Form 4
• Deferred settlement aligns compensation with long-term service by converting units to stock only after service ends
• Specific post-transaction ownership reported: 5,077 shares beneficially owned following the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 11 deferred stock units; totals 5,077 beneficial shares post-transaction — routine equity compensation for board service.

The transaction shows a small grant of 11 deferred stock units that convert one-for-one into common shares after service terminates. For a company the size of Grainger, an 11-unit grant is immaterial to outstanding shares but aligns the director with shareholder interests by deferring payout until after service. No cash purchase or sale is reported.

Corporate Governance Expert

TL;DR: This is a standard director deferred-equity award with post-service settlement language; disclosure appears complete for Section 16 purposes.

The Form 4 discloses the grant date, number of deferred stock units (11), and the settlement mechanic (1-for-1 into common stock after end of service). The filing includes a power of attorney signature. There are no reported dispositions or derivative instruments in this filing.

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
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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^*

Perez Beatriz R

(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

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)	09/01/2025		A		11		(2)	(2)	Common Stock	11	$1,013.5	5,077	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:

Exhibits: Exhibit 24 - Power of Attorney.

	/s/ Paul Stanukinas, by POA from Beatriz R. Perez, 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).
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 did Beatriz R. Perez report on the Form 4 for GWW?

She acquired 11 deferred stock units on 09/01/2025, as reported on the Form 4 signed by POA on 09/03/2025.

How do the deferred stock units reported by Perez settle?

The filing states they are expected to settle one-for-one into common stock following the end of her service as a director.

How many Grainger shares does Perez beneficially own after the transaction?

The Form 4 shows 5,077 shares beneficially owned following the reported transaction.

Was this Form 4 filed individually or by multiple reporting persons?

The form was filed by one reporting person, as indicated on the filing.

Who signed the Form 4 on behalf of Beatriz R. Perez?

Paul Stanukinas signed by power of attorney on 09/03/2025.

Does the filing include exhibits?

Yes; the filing references Exhibit 24 (Power of Attorney).