[Form 4] GRACO INC Insider Trading Activity

Rhea-AI Filing Summary

Kevin J. Wheeler, a director of Graco Inc. (GGG), received 275.13 deferred stock shares on 10/01/2025 in lieu of quarterly retainer fees under the company's Amended and Restated 2019 Stock Incentive Plan. The deferred shares are to be settled 100% in Graco common stock in a lump sum or installments when Mr. Wheeler leaves the Board. The reported per-share price for the transaction is $84.69, and after the grant his beneficial ownership is recorded as 7,365.9391 shares. The filing was signed by an attorney-in-fact on 10/02/2025 and notes that some deferred shares include shares acquired under the company’s dividend reinvestment plan.

Positive

• Director alignment: Shares were received in lieu of fees, aligning the director's compensation with shareholder value
• Routine, transparent disclosure: Form 4 reports the acquisition and settlement terms consistent with the company’s stock incentive plan

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a routine deferred-share grant of 275.13 shares, modesting increasing reported beneficial ownership to 7,365.94 shares.

The Form 4 documents a non-derivative acquisition of 275.13 deferred stock shares on 10/01/2025 at a reported price of $84.69 per share, recorded as accrued compensation in lieu of quarterly director fees. Settlement will be in common stock upon termination of board service, which aligns director compensation with shareholder outcomes without immediate cash impact. The position size remains small relative to typical institutional holdings and appears to be a routine governance/compensation matter rather than a material corporate event.

Corporate Governance Expert

TL;DR: This is a standard director deferred-compensation election under the company’s stock plan, indicating alignment with shareholder interests.

The filing specifies the grant stems from the Graco Inc. Amended and Restated 2019 Stock Incentive Plan and includes DRIP-acquired deferred shares exempt under Rule 16a-11. The deferred settlement structure (lump sum or installments upon board departure) is customary for non-employee directors. No unusual vesting acceleration, related-party transactions, or immediate dispositions are disclosed. The disclosure was executed by an attorney-in-fact on 10/02/2025, satisfying Section 16 reporting requirements.

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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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^*

Wheeler Kevin J.

(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)		275.13		(1)	(1)	Common Stock	275.13	$84.69	7,365.9391(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. Wheeler	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 director Kevin J. Wheeler report on Form 4 (GGG)?

The Form 4 reports an acquisition of 275.13 deferred stock shares on 10/01/2025, received in lieu of quarterly retainer fees.

How many Graco shares does Kevin J. Wheeler beneficially own after this transaction?

The filing reports 7,365.9391 shares beneficially owned following the reported transaction.

At what price were the deferred Graco shares reported?

The transaction lists a price of $84.69 per share for the reported deferred stock shares.

When will the deferred Graco shares be settled for Kevin J. Wheeler?

The deferred stock shares are to be settled 100% in Graco common stock in a lump sum or installments upon the reporting person's termination of Board service.

What plan governs the deferred stock shares reported on Graco’s Form 4?

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