Director Brett C. Carter steps down from Graco (GGG) Board seat

Rhea-AI Filing Summary

Graco Inc. reported that director Brett C. Carter has resigned from the company’s Board of Directors, effective February 13, 2026. He informed the Board of his decision on February 12, 2026.

The company states that Mr. Carter’s resignation is not due to any disagreement with the Board or management regarding operations, policies, or practices, and is intended to let him pursue other commitments. He served on the Audit Committee and the Management Organization and Compensation Committee, and his Board term had been scheduled to run until the company’s 2027 annual meeting of shareholders.

Insights

Corporate governance analyst

Graco reports a planned director resignation with no stated disputes.

Graco Inc. disclosed that director Brett C. Carter resigned from the Board effective February 13, 2026, after notifying the Board on February 12, 2026. He served on the Audit Committee and the Management Organization and Compensation Committee, which are both important governance bodies.

The company explicitly states that his resignation is not due to any disagreement over operations, policies, or practices, and that it is intended to allow him to pursue other commitments. This language suggests an orderly transition rather than a conflict-driven departure.

Investors may focus on how Graco reallocates his roles on the Audit and Management Organization and Compensation Committees and whether the Board later identifies a new director to fill the seat through the 2027 annual meeting of shareholders.

0000042888false00000428882026-02-122026-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2026

Graco Inc.

(Exact name of registrant as specified in charter)

Minnesota

001-09249

41-0285640

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

88 – 11th Avenue Northeast
Minneapolis,			Minnesota						55413
(Address of principal executive offices)									(Zip Code)

              

(612)			623-6000
Registrant’s telephone number, including area code

            

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			GGG			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2026, Brett C. Carter notified the Board of Directors (the "Board") of Graco Inc. (the "Company") of his decision to resign as a member of the Company’s Board effective February 13, 2026. Mr. Carter’s resignation is not due to any disagreement with the Board or Company management on any matter relating to the Company’s operations, policies or practices, but instead is intended to allow Mr. Carter to more fully pursue other commitments. Mr. Carter served on the Board’s Audit Committee and Management Organization and Compensation Committee, and his term on the Board would have expired at the 2027 annual meeting of shareholders of the Company.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GRACO INC.

Date:

February 13, 2026

By:

/s/ Joseph James Humke______________________

Joseph James Humke

Its: Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Graco Inc. (GGG) announce in this 8-K filing?

Graco Inc. announced that director Brett C. Carter has resigned from its Board of Directors, effective February 13, 2026. He notified the Board on February 12, 2026, and the company described his departure as a voluntary decision to pursue other commitments.

Why did Brett C. Carter resign from Graco Inc. (GGG)’s Board?

According to Graco, Brett C. Carter resigned to more fully pursue other commitments. The company specifically notes that his resignation is not due to any disagreement with the Board or management regarding operations, policies, or practices, indicating an amicable departure.

When is Brett C. Carter’s resignation from Graco Inc. (GGG) effective?

Brett C. Carter’s resignation from Graco’s Board is effective February 13, 2026. He informed the Board of his decision on February 12, 2026. His term otherwise would have continued until the company’s 2027 annual meeting of shareholders under the existing Board structure.

Did Graco Inc. (GGG) report any disagreements related to Brett C. Carter’s resignation?

Graco states that Mr. Carter’s resignation is not due to any disagreement with the Board or company management regarding operations, policies, or practices. The filing characterizes the resignation as a personal decision to focus on other commitments rather than a dispute-driven departure.

What Board committees did Brett C. Carter serve on at Graco Inc. (GGG)?

Brett C. Carter served on Graco’s Audit Committee and its Management Organization and Compensation Committee. These committees oversee financial reporting oversight and executive compensation and organizational matters, so his resignation will require reassignment of these committee responsibilities within the Board.

How long was Brett C. Carter originally expected to serve on Graco Inc. (GGG)’s Board?

Before his resignation, Mr. Carter’s term on Graco’s Board was scheduled to expire at the company’s 2027 annual meeting of shareholders. His early departure means the Board will consider how to fill the remaining term and reassign his committee roles.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB