Graco director granted 331 deferred stock shares

Wheeler Kevin J. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Wheeler Kevin J. reported acquisition or exercise transactions in this Form 4 filing.

Graco Inc. director Kevin J. Wheeler reported receiving a grant of deferred stock shares as part of his board compensation. He was awarded 331.3200 deferred stock shares, which will be settled in Graco common stock after his service on the Board ends. Following this grant, his deferred stock share balance is 8,337.0723, including amounts received in lieu of quarterly retainer fees and shares accrued through the company’s dividend reinvestment plan.

Insider Trade Summary

Grant/Award: 331.32 shares

Grant/Award 1 txn

Insider Wheeler Kevin J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Shares	331.32	$75.61	$25K

Holdings After Transaction: Deferred Stock Shares — 8,337.0723 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. Shares of Graco Inc. deferred stock received in lieu of quarterly retainer fees.
3. F3. 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.

Key Figures

Deferred stock shares granted: 331.3200 shares Reference price per deferred share: $75.6100 per share Total deferred stock shares after grant: 8,337.0723 shares +2 more

5 metrics

Deferred stock shares granted 331.3200 shares Grant/award acquisition on 2026-07-01

Reference price per deferred share $75.6100 per share Reporting value for deferred stock grant

Total deferred stock shares after grant 8,337.0723 shares Holdings following reported transaction

Underlying common shares for this grant 331.3200 shares Deferred stock to be settled in common stock

Conversion or exercise price $0.0000 Deferred stock shares settle into common at no exercise cost

Key Terms

Deferred Stock Shares, Graco Inc. Amended and Restated 2019 Stock Incentive Plan, Automatic Dividend Reinvestment Plan (DRIP), Rule 16a-11

4 terms

Deferred Stock Shares financial

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

Graco Inc. Amended and Restated 2019 Stock Incentive Plan financial

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

Automatic Dividend Reinvestment Plan (DRIP) financial

"The number of deferred stock shares includes deferred stock shares acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP)"

Rule 16a-11 regulatory

"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"

FAQ

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What did Graco (GGG) director Kevin J. Wheeler report in this Form 4?

Kevin J. Wheeler reported receiving a grant of 331.3200 deferred stock shares as board compensation. These deferred shares represent an accrual of value that will be settled in Graco common stock after his board service ends, rather than immediate cash or stock payment.

How many deferred stock shares does Kevin J. Wheeler now hold at Graco (GGG)?

After this transaction, Kevin J. Wheeler holds a total of 8,337.0723 deferred stock shares. This total includes the new 331.3200-share grant, prior deferred stock awards, and additional deferred shares accumulated through participation in Graco’s dividend reinvestment plan over time.

What is the nature of the deferred stock grant reported by Graco (GGG)?

The grant consists of deferred stock shares accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan. These awards are to be settled 100% in Graco common stock, either in a lump sum or installments, when Wheeler’s service on the Board terminates in the future.

How was the value of Kevin J. Wheeler’s deferred stock grant at Graco (GGG) determined?

The 331.3200 deferred stock shares were valued for reporting at a reference price of $75.6100 per share. The filing also notes that some deferred stock shares were received instead of quarterly retainer fees, effectively converting cash compensation into stock-based value for the director.

What plans or programs affect the deferred shares held by Kevin J. Wheeler at Graco (GGG)?

The deferred stock shares were granted under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan. The total also includes shares acquired through the Automatic Dividend Reinvestment Plan (DRIP), where dividends are automatically reinvested into additional deferred stock under Rule 16a-11 exemptions.

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Accepted by SEC EDGAR 07/01/2026 - 11:32 AM EDT Learn about SEC filing dates

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^*

Wheeler Kevin J.

(Last) (First) (Middle)

88 11TH AVENUE NE

(Street)

MINNEAPOLIS MINNESOTA 55413

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	07/01/2026		A(2)		331.32		(1)	(1)	Common Stock	331.32	$75.61	8,337.0723(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	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)