[Form 4] GRACO INC Insider Trading Activity

Rhea-AI Filing Summary

Graco Inc. director Martha A. M. Morfitt received a grant of 5,240 non-qualified stock options on February 13, 2026. The options carry an exercise price of $94.28 per share and expire on February 13, 2036. This award was made under 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, starting one year after the grant date, and is reported as directly owned by Morfitt. Following this grant, she holds 5,240 derivative securities tied to Graco common stock.

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

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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).

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^*

MORFITT MARTHA A M

(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/ Joseph J. Humke, attorney-in-fact for Ms. Morfitt	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 insider transaction did Graco (GGG) report for Martha A. M. Morfitt?

Graco reported that director Martha A. M. Morfitt received a grant of 5,240 non-qualified stock options. The award is part of the company’s 2019 Stock Incentive Plan and represents equity-based compensation rather than an open-market purchase or sale of shares.

What are the key terms of Martha Morfitt’s new Graco (GGG) stock options?

Martha Morfitt’s non-qualified stock options cover 5,240 shares at an exercise price of $94.28 per share. The options expire on February 13, 2036 and vest in four equal annual installments, beginning one year after the February 13, 2026 grant date.

How and when do Martha Morfitt’s Graco (GGG) options vest?

The options vest in four equal annual installments, starting one year after the February 13, 2026 grant date. This means 25% becomes exercisable each year over four years, aligning the director’s incentives with longer-term company performance and board service.

Is Martha Morfitt’s Graco (GGG) option grant an open-market share purchase?

No, the filing shows a grant of non-qualified stock options, not an open-market share purchase. The transaction is coded as an acquisition by award under Rule 16b-3 and carries a $94.28 exercise price rather than an immediate cash share purchase.

How many Graco (GGG) derivative securities does Martha Morfitt hold after this grant?

After this grant, Martha Morfitt beneficially owns 5,240 derivative securities in the form of non-qualified stock options. All of these options relate to Graco common stock and are reported as directly owned, subject to the vesting schedule and 2036 expiration date.

Under what plan were the new Graco (GGG) stock options granted to Martha Morfitt?

The options were granted under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan. This plan provides equity awards to directors and other participants, and the filing notes the transaction is exempt from certain rules under SEC Rule 16b-3.