Graco (GGG) CFO boosts direct holdings after large option exercise

Rhea-AI Filing Summary

Graco Inc. CFO and Treasurer David M. Lowe reported equity transactions dated January 29, 2026. He exercised a non-qualified stock option for 60,510 shares of common stock at an exercise price of $23.8467 per share, increasing his direct common stock holdings to 698,849.0085 shares immediately after that transaction.

On the same date, a separate transaction labeled with code F shows the disposition of 38,325 common shares at a price of $86.83 per share, leaving Lowe with 660,524.0085 common shares held directly. He also reports 1,474.1583 common shares held indirectly through an ESOP and 3,000 non-qualified stock options remaining directly owned. Footnotes state that certain shares and options are associated with plans exempt under Rule 16b-3.

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^*

LOWE DAVID 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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
Common Stock	01/29/2026		M		60,510	A	$23.8467	698,849.0085(1)	D
Common Stock	01/29/2026		F		38,325	D	$86.83	660,524.0085	D
Common Stock								1,474.1583(2)	I	By ESOP

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)	$23.8467	01/29/2026		M			60,510	(3)	02/12/2026	Common Stock	60,510	$0	3,000	D

Explanation of Responses:

1. Included in the amount reported are shares acquiared under Graco Employee Stock Purchase Plan, exempt under Rule 16b-3.

2. The number of ESOP shares include ESOP shares acquired in unreported dividend reinvestment transactions, exempt under Rule 16b-3.

3. Employee stock option granted pursuant to the Graco Inc. 2015 Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option is fully exercisable.

	/s/ Joseph J. Humke, attorney-in-fact for Mr. Lowe	02/02/2026
	** 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 transactions did Graco (GGG) CFO David M. Lowe report?

David M. Lowe reported exercising a non-qualified stock option for 60,510 Graco common shares and a separate F-coded disposition of 38,325 common shares, both dated January 29, 2026. These transactions changed his reported direct and indirect ownership levels.

How many Graco (GGG) shares does the CFO own after the reported Form 4?

After the January 29, 2026 transactions, David M. Lowe reports owning 660,524.0085 Graco common shares directly. He also reports 1,474.1583 common shares held indirectly through an ESOP, plus 3,000 non-qualified stock options held directly.

What option exercise did the Graco (GGG) CFO disclose on January 29, 2026?

He exercised a non-qualified stock option covering 60,510 Graco common shares at an exercise price of $23.8467 per share. The option was granted under the Graco Inc. 2015 Stock Incentive Plan in a transaction described as exempt under Rule 16b-3 and fully exercisable.

What share disposition did Graco (GGG) CFO David M. Lowe report?

He reported a transaction labeled with code F involving 38,325 Graco common shares at $86.83 per share on January 29, 2026. Following this disposition, his directly held common stock position is reported as 660,524.0085 shares.

What indirect Graco (GGG) holdings does the CFO report through the ESOP?

David M. Lowe reports 1,474.1583 Graco common shares held indirectly through an ESOP. Footnotes note that ESOP holdings include shares acquired via unreported dividend reinvestment transactions that are described as exempt under Rule 16b-3.

Which stock plans are referenced in the Graco (GGG) CFO’s Form 4 filing?

The filing references the Graco Employee Stock Purchase Plan and the Graco Inc. 2015 Stock Incentive Plan. Footnotes explain that certain shares and the employee stock option were acquired or granted in transactions described as exempt under Rule 16b-3.