Graco (GGG) director receives 5,240 non-qualified stock options as equity award

Rhea-AI Filing Summary

Graco Inc. director Andrea Helen Simon received a grant of 5,240 non-qualified stock options on common stock. The options were awarded on 02/13/2026 at an exercise price of $94.28 per share under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan.

The grant is classified as an acquisition transaction exempt under Rule 16b-3 and is held as a direct beneficial interest. The options become exercisable in four equal annual installments starting one year after the grant date and expire on 02/13/2036.

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

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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^*

Simon Andrea Helen

(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. Simon	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).
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FAQ

What insider transaction did Graco Inc. (GGG) report for director Andrea Helen Simon?

Graco Inc. reported that director Andrea Helen Simon received a grant of 5,240 non-qualified stock options. The options relate to Graco common stock and were issued as an equity award rather than an open-market purchase or sale of existing shares.

What are the key terms of Andrea Helen Simon’s stock option grant at Graco Inc. (GGG)?

The grant covers 5,240 non-qualified stock options with an exercise price of $94.28 per share. These options were issued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan and are treated as a direct beneficial holding by the director.

How do Andrea Helen Simon’s Graco (GGG) options vest over time?

The stock options vest in four equal annual installments. Vesting begins one year after the 02/13/2026 grant date, meaning 25% becomes exercisable each year until fully vested, aligning the director’s incentives with longer-term company performance.

When do the Graco Inc. (GGG) stock options granted to Andrea Helen Simon expire?

The non-qualified stock options granted to Andrea Helen Simon expire on 02/13/2036. This long-dated expiration gives a multi-year window after vesting for potential exercise, consistent with typical director equity compensation structures at public companies.

Was Andrea Helen Simon’s Graco (GGG) option grant an open-market buy or a compensation award?

The transaction is a compensation award, not an open-market buy. The Form 4 classifies it as a grant or other acquisition under code “A,” issued pursuant to Graco’s 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3.

How many Graco Inc. (GGG) derivative securities does Andrea Helen Simon hold after this grant?

Following the reported transaction, Andrea Helen Simon beneficially owns 5,240 derivative securities in the form of non-qualified stock options. This amount equals the full grant reported, reflecting her direct beneficial ownership after the award’s issuance.