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  4. [Form 4] W.W. GRAINGER, INC. Insider Trading Activity

Grainger (NYSE: GWW) director takes deferred stock instead of cash pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jaspon Katherine D. reported acquisition or exercise transactions in this Form 4 filing.

W.W. Grainger director Katherine D. Jaspon reported routine equity compensation in the form of deferred stock units. On this date she received grants of 112 and 176 deferred stock units as compensation for board service, including units taken in lieu of cash fees.

Each deferred stock unit is expected to settle into one share of common stock on a one-for-one basis after her service as a director ends. Following these awards, she holds 288 deferred stock units directly and an additional 1,559 underlying shares indirectly through a family trust for which her spouse is a co-trustee. The filing reflects compensation awards, not open-market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Jaspon Katherine D.
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 176 $0.00 --
Grant/Award Deferred Stock Units 112 $1,160.14 $130K
holding Deferred Stock Units -- -- --
Holdings After Transaction: Deferred Stock Units — 176 shares (Direct, null); Deferred Stock Units — 1,559 shares (Indirect, Family Trust)
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. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors. 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.
Deferred stock units granted 112 units Grant of deferred stock units on 2026-04-29 at $1,160.14 per unit
Additional deferred stock units granted 176 units Second grant of deferred stock units on 2026-04-29 at $0.00 per unit
Deferred stock units held directly after grants 288 units Total deferred stock units directly owned following reported acquisitions
Indirect underlying shares via family trust 1,559 shares Underlying common shares tied to deferred stock units held indirectly through a family trust
Reference price for one grant $1,160.14 per unit Transaction price per deferred stock unit for the 112-unit grant
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.
Family Trust financial
"Shares held in a trust for which Ms. Jaspon's spouse serves as a co-trustee"
underlying security financial
"underlying security title: Common Stock and underlying security shares of 1,559.0000"
Grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(1)04/29/2026A176 (2) (2)Common Stock176$0176D
Deferred Stock Units(1)04/29/2026A(3)112 (2) (2)Common Stock112$1,160.14288D
Deferred Stock Units(1) (2) (2)Common Stock1,5591,559IFamily Trust(4)
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. The reporting person received deferred stock units in lieu of cash compensation for service on the board of directors.
4. 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, Director05/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did W.W. Grainger (GWW) director Katherine Jaspon report in this Form 4?

Katherine D. Jaspon reported receiving deferred stock units as routine board compensation. She was granted 112 and 176 units, which are derivative equity awards tied to W.W. Grainger common stock, rather than open-market share purchases or sales.

How many deferred stock units did the W.W. Grainger (GWW) director receive?

She received two grants of deferred stock units: 112 units at a reference price of $1,160.14 per unit and 176 additional units at a stated price of $0.00, all as compensation for serving on W.W. Grainger’s board of directors.

How and when do Katherine Jaspon’s W.W. Grainger deferred stock units settle?

The deferred stock units are expected to settle in W.W. Grainger common stock on a one-for-one basis. Settlement occurs following the end of her service as a director, converting each unit into a single share of common stock.

What are Katherine Jaspon’s W.W. Grainger holdings after these deferred stock grants?

After the reported grants, she holds 288 deferred stock units directly. In addition, a family trust associated with her holds 1,559 underlying shares, with her spouse serving as a co-trustee and beneficiaries including their mutual descendants.

Were there any open-market purchases or sales in this W.W. Grainger (GWW) Form 4?

No open-market purchases or sales were reported. The Form 4 shows grants of deferred stock units as compensation and an indirect holding in a family trust, rather than discretionary buying or selling of W.W. Grainger common shares in the market.