04/04/2025 - W.W. Grainger Inc.: Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * LeRoy Jonny M 2. Issuer Name and Ticker or Trading Symbol W.W. GRAINGER, INC. [GWW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Chief Technology Officer (Last) (First) (Middle) 100 GRAINGER PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2025 (Street) LAKE FOREST, IL 60045 4. If Amendment, Date 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 (City) (State) (Zip) 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 04/01/2025 A(1) 458 A $ 0 2,028(2) D Common Stock 04/01/2025 F(3) 61 D $987.83 1,967 D Common Stock 04/01/2025 F(4) 82 D $987.83 1,885 D Common Stock 04/01/2025 F(5) 90 D $987.83 1,795 D Common Stock 04/01/2025 A(6) 711 A $ 0 2,506 D Common Stock 04/01/2025 F(7) 235 D $987.83 2,271 D

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LeRoy Jonny M 100 GRAINGER PARKWAY LAKE FOREST, IL 60045			SVP, Chief Technology Officer

Signatures

/s/Dean Brazier, by POA from Jonny M LeRoy, Director		04/03/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	April 1, 2025 award of restricted stock units ("RSUs'). All RSU will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2026, 1/3 vests on April 1, 2027, and the remainder vests on April 1, 2028.
(2)	The Reporting Person has reported certain prior awards of RSUs in Table II of Form 3. The total reported in Column 5 includes 458 newly awarded RSUs and 1,111 shares of common stock. The Reporting Person also holds 459 unvested RSUs that were previously reported in Table II of Form 3.
(3)	Shares withheld for tax withholding for the partial settlement of the April 1, 2024 award of RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2025, 1/3 vests on April 1, 2026, and the remainder vests on April 1, 2027.
(4)	Shares withheld for tax withholding for the partial settlement of the April 1, 2023 award of RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2024, 1/3 vested on April 1, 2025, and the remainder vests on April 1, 2026.
(5)	Shares withheld for tax withholding for the partial settlement of the April 1, 2022 award of RSUs. The RSU award will be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award vests in three tranches, where 1/3 vested on April 1, 2023, 1/3 vested on April 1, 2024, and the remainder vested on April 1, 2025.
(6)	These were vested performance stock units ("PSUs"), granted on April 1, 2022. The Company's performance over the three-year period ended December 31, 2024 achieved a payout equal to 118% of the 2022 PSU program target, as approved by the Board of Directors of the Company (the "Board") acting in executive session with only independent directors participating on February 25, 2024, upon the earlier determination of the Compensation Committee of the Board.
(7)	2022 PSU Tax Witholding. Shares withheld for tax withholding for the PSU settlement described in footnote 6 above.

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W.W. Grainger Inc. published this content on April 03, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 04, 2025 at 01:52 UTC.