[Form 4] GRACO INC Insider Trading Activity

Rhea-AI Filing Summary

Graco Inc. director Eric Etchart reported an acquisition of 289.84 deferred stock shares on 10/01/2025, received in lieu of quarterly retainer fees at an attributed price of $84.96 per share. These deferred shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan and will be settled 100% in Graco common stock, either in a lump sum or installments upon the reporting person’s termination of service on the Board.

The filing reports the reporter held a total of 17,007.8957 shares following the transaction. The disclosure notes the inclusion of deferred shares acquired under Graco’s Automatic Dividend Reinvestment Plan (DRIP), which is exempt under Rule 16a-11.

Positive

• Director aligned with shareholders by electing deferred stock in lieu of cash retainer, tying compensation to company equity outcomes
• Deferred shares accrue under an established plan (2019 Stock Incentive Plan) with defined settlement terms, reducing ambiguity

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred compensation converted to company stock; standard governance practice with limited market impact.

This Form 4 discloses a routine director compensation election where Mr. Etchart accepted deferred stock in lieu of cash retainers. The mechanism—accrual under the 2019 Stock Incentive Plan and settlement upon board service termination—is a common alignment tool tying director pay to shareholder outcomes. The filing also documents DRIP participation, which increases share holdings modestly without an open-market purchase. No unusual timing, large single-tranche grant, or exercise of options is reported.

Securities Analyst

TL;DR: Small, non-dilutive deferred-stock accrual; unlikely to materially affect outstanding shares or valuation.

The reported addition of 289.84 deferred shares at an attributed price of $84.96 increases the reporter’s total to 17,007.8957 shares. The disclosure indicates settlement in common stock upon termination, meaning shares are not newly issued now but will convert later per plan terms. The magnitude relative to typical public-company floats is immaterial based on the numbers provided in the filing. No derivative exercises or cash-market trades are present.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Etchart Eric

(Last) (First) (Middle)

88 11TH AVENUE NE

(Street)

MINNEAPOLIS MN 55413

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRACO INC [ GGG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
Deferred Stock Shares	(1)	10/01/2025		A(2)		289.84		(1)	(1)	Common Stock	289.84	$84.96	17,007.8957(3)	D

Explanation of Responses:

1. The deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

2. Shares of Graco Inc. deferred stock received in lieu of quarterly retainer fees.

3. The number of deferred stock shares includes deferred stock shares acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.

	/s/ Joseph J. Humke, attorney-in-fact for Mr. Etchart	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did GRACO INC (GGG) director Eric Etchart report on Form 4?

He reported acquisition of 289.84 deferred stock shares on 10/01/2025, received in lieu of quarterly retainer fees.

How many GRACO shares does the reporting person own after the transaction?

The filing shows 17,007.8957 shares beneficially owned following the reported transaction.

Under what plan were the deferred shares accrued?

The deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan.

When will the deferred shares be settled?

They are to be settled 100% in Graco common stock in a lump sum or installments upon the reporting person’s termination of service on the Board.

Did the filing mention dividends or a DRIP?

Yes. The number includes deferred shares acquired under Graco’s Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.