Initial Statement of Beneficial Ownership - Form 3

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person * LeRoy Jonny M 2. Date of Event Requiring Statement (Month/Day/Year) 2024-10-30 3. Issuer Name and Ticker or Trading Symbol W.W. GRAINGER, INC. [GWW] (Last) (First) (Middle) 100 GRAINGER PARKWAY 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) SVP, Chief Technology Officer / 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) LAKE FOREST IL 60045 6. Individual or Join/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 Beneficially Owned

1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation 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, IL60045			SVP, Chief Technology Officer

Signatures

/s/ Ronald J. Edwards, by POA from Jonny LeRoy, Sr. VP and Chief Technology Officer	2024-11-07
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(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, 2022 award of restricted stock units, which settle after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. The award vests in three tranches, where 1/3 vested on April 1, 2023, 1/3 vested on April 1, 2024, and 1/3 will vest on April 1, 2025.
(2)	April 1, 2023 award of restricted stock units, which settle after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. The award vests in three tranches, where 1/3 vested on April 1, 2024, 1/3 will vest on April 1, 2025, and 1/3 will vest on April 1, 2026.
(3)	April 1, 2024 award of restricted stock units, which settle after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. The award vests in three tranches, where 1/3 will vest on April 1, 2025, 1/3 will vest on April 1, 2026, and 1/3 will vest on April 1, 2027.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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