[Form 4] GRACO INC Insider Trading Activity

Rhea-AI Filing Summary

Graco Inc. (GGG) Form 4: Director Archie C. Black acquired 294.26 deferred stock shares on 10/01/2025 at a per-share price recorded as $84.96, bringing his beneficial ownership to 3,147.3414 shares. The deferred shares were accrued under Graco's Amended and Restated 2019 Stock Incentive Plan and were received in lieu of quarterly retainer fees. These deferred stock shares are to be settled 100% in Graco common stock, in a lump sum or installments upon Mr. Black's termination of board service. The reported transaction was signed by an attorney-in-fact on 10/02/2025. The filing notes that some deferred shares include amounts acquired through Graco's Automatic Dividend Reinvestment Plan.

Positive

• Director increased equity exposure through deferred stock received in lieu of retainer fees, aligning interests with shareholders
• Deferred shares settle 100% in common stock, ensuring the director receives actual equity rather than cash
• Includes DRIP-acquired shares under the Automatic Dividend Reinvestment Plan, indicating reinvestment of dividends into equity

Negative

• None.

Insights

Corporate Governance Expert

Director deferred-compensation conversion increases alignment with shareholders without immediate share sale.

The Form 4 discloses that Director Archie C. Black converted board retainer fees into 294.26 deferred stock shares under the company's 2019 Stock Incentive Plan. The deferred shares are payable in common stock on termination of board service, strengthening director equity exposure over time. The filing also clarifies inclusion of shares from the Automatic Dividend Reinvestment Plan, which is exempt under Rule 16a-11. This is a routine director compensation election rather than an open-market purchase or sale.

Securities Analyst

Transaction is a routine deferred-compensation accrual; limited immediate market impact.

The reported acquisition of 294.26 deferred shares at a recorded price of $84.96 raised the director's beneficial ownership to 3,147.3414 shares. Because settlement occurs upon termination of board service and the shares were received in lieu of retainers, this disclosure signals internal compensation mechanics rather than a change in trading intent. The inclusion of DRIP-acquired deferred shares is noted and exempt under Rule 16a-11.

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^*

Black Archie C.

(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)		294.26		(1)	(1)	Common Stock	294.26	$84.96	3,147.3414(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. Black	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

Who filed the Form 4 for Graco Inc. (GGG)?

The filing reports insider activity for Archie C. Black, filed via attorney-in-fact Joseph J. Humke on 10/02/2025.

What transaction is reported on the Form 4 for GGG?

Director Archie C. Black acquired 294.26 deferred stock shares on 10/01/2025 at a recorded price of $84.96.

How many Graco shares does the reporting person beneficially own after the transaction?

Following the transaction, the reporting person beneficially owned 3,147.3414 shares.

How and when will the deferred stock shares be settled?

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

Were any shares acquired through dividend reinvestment?

Yes, the filing states the number of deferred stock shares includes shares acquired under the Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.