NOVICH NEIL S 4

What Happened Neil S. Novich, a director of W.W. Grainger (GWW), reported a gift of 33,644 deferred stock units on 2026-06-05. The filing shows both a disposition and an acquisition of 33,644 derivative securities at $0.00 (total value $0), reflecting a transfer of deferred stock units rather than a cash sale or purchase. These are deferred stock units (derivative instruments) that are expected to settle into common shares on a one-for-one basis following the end of Mr. Novich’s service as a director.

Key Details

• Transaction date: 2026-06-05; filing date: 2026-06-08 (filed within the normal reporting window).
• Security and amount: 33,644 deferred stock units; reported price $0.00; total reported value $0.
• Transaction code: G (Gift); derivative reported (deferred stock units), not an open-market trade.
• Shares owned after transaction: not specified in the provided filing.
• Footnotes: F1 = 1-for-1; F2 = units expected to settle into common stock one-for-one after end of service; F3 = shares held in a family trust for which Mr. Novich serves as co‑trustee.

Context Deferred stock unit gifts are typically administrative or estate‑planning transfers and do not necessarily signal the insider’s market view. Because these are derivative deferred units that only convert to shares after service ends, they aren’t immediately tradable stock and therefore differ from open-market purchases or sales in how they affect voting power and liquidity. For retail investors, outright purchases by insiders often carry clearer sentiment signals than intra-family or trust transfers such as this.