Graco (GGG) director J. Kevin Gilligan awarded 5,240 stock options at $94.28

Rhea-AI Filing Summary

Graco Inc. director J. Kevin Gilligan reported receiving a nonemployee stock option grant. On 02/13/2026, he was awarded options to acquire 5,240 shares of Graco common stock at an exercise price of $94.28 per share, expiring on 02/13/2036.

The options were granted under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3. They become exercisable in four equal annual installments, starting one year after the grant date, and are held directly by Mr. Gilligan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GILLIGAN J KEVIN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-qualified Stock Option (Right to Buy)	5,240	$0.00	--

Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 5,240 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GILLIGAN J KEVIN

(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)
02/13/2026

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
Non-qualified Stock Option (Right to Buy)	$94.28	02/13/2026		A		5,240		(1)	02/13/2036	Common Stock	5,240	$0	5,240	D

Explanation of Responses:

1. Nonemployee director stock option granted pursuant to the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.

	/s/ Joesph J. Humke, attorney-in-fact for Mr. Gilligan	02/17/2026
	** 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 J. Kevin Gilligan report in this Form 4?

He reported receiving a grant of non-qualified stock options for 5,240 Graco common shares. The award was made on 02/13/2026 under the company’s 2019 Stock Incentive Plan and is classified as a grant, award, or other acquisition transaction.

What are the key terms of the Graco (GGG) stock options granted to director Gilligan?

The grant covers 5,240 non-qualified stock options with an exercise price of $94.28 per share and an expiration date of 02/13/2036. All 5,240 derivative securities are held directly following the transaction, according to the Form 4 disclosure.

How do the Graco (GGG) director stock options vest for J. Kevin Gilligan?

The stock options vest in four equal annual installments, beginning one year after the 02/13/2026 grant date. This means the award becomes exercisable gradually over four years, aligning director incentives with longer-term company performance and board service.

Is the Graco (GGG) director stock option grant to Gilligan exempt from short-swing profit rules?

The filing states the nonemployee director stock option was granted in a transaction exempt under Rule 16b-3. Rule 16b-3 provides exemptions from certain short-swing profit recovery rules for approved equity awards to directors and officers under specified conditions.

How many derivative securities does Gilligan own after this Graco (GGG) option grant?

After the reported transaction, he beneficially owns 5,240 derivative securities in the form of non-qualified stock options. The Form 4 shows these options as held with direct ownership, reflecting his award position immediately following the grant transaction.

What type of security was involved in this Graco (GGG) Form 4 transaction?

The transaction involved a non-qualified stock option, described as a “Right to Buy” Graco common stock. Each option corresponds to one share, with 5,240 underlying common shares covered at a fixed exercise price of $94.28 until the 02/13/2036 expiration date.