NOVICH NEIL S 4

What Happened

• Neil S. Novich, a director of W.W. Grainger, received awards of deferred stock units on 2026-04-29. The Form 4 reports two acquisitions: 176 units recorded at $0.00 and 112 units recorded at $1,160.14 each (total reported value $129,936). These are derivative awards (code A) granted as board compensation, not open-market purchases or sales.

Key Details

• Transaction date: 2026-04-29; Form 4 filed: 2026-05-01 (timely filing).
• Grants: 176 units @ $0.00 (acquired); 112 units @ $1,160.14 each (acquired), total $129,936 for the 112-unit award.
• Total units received: 288 deferred stock units.
• Shares owned after transaction: not listed in the provided data.
• Notable footnotes:
  • F1: 1-for-1
  • F2: These are deferred stock units expected to settle into common shares on a one-for-one basis after the director’s service ends.
  • F3: The units were received in lieu of cash compensation for board service.
• Transaction type: Award/grant of deferred stock units (derivative), not a purchase (P) or sale (S).

Context

• Deferred stock units (DSUs) are a common way to take board pay in equity; they convert to shares (per the filing) when the director’s service ends. Because these are compensation awards rather than purchases, they reflect compensation policy rather than a direct personal buy/sell signal.