GGG Form 4: Claudio Merengo Exercises Options and Sells 9,132 Shares

Rhea-AI Filing Summary

Claudio Merengo, President of Graco Inc.'s Global Powder Division, reported insider transactions dated 08/22/2025. He exercised a non-qualified stock option to acquire 9,132 shares at an exercise price of $23.8467 per share and simultaneously sold 9,132 shares at a weighted-average price of $87.1104 per share (sales ranged $86.93–$87.32). The filing states that some acquired shares include purchases under Graco's Automatic Dividend Reinvestment Plan (DRIP) and the 2006 Employee Stock Purchase Plan (ESPP), both noted as exempt transactions. The report shows beneficial ownership amounts of 28,764.9844 shares following the acquisition entry and 19,632.9844 shares following the sale entry. The option exercised was fully exercisable and granted under the Graco Inc. 2015 Stock Incentive Plan.

Positive

• Timely and complete disclosure of option exercise and sale on Form 4 with explanatory footnotes
• Exercise price materially below sale price, indicating a significant gross spread on the exercised shares

Negative

• None.

Insights

Financial Analyst

TL;DR Insider exercised options and sold the same number of shares, realizing proceeds from shares sold at ~$87.11 while acquiring at $23.85.

This set of transactions reflects a routine option exercise paired with an immediate sale of an equal number of shares. The exercise price of $23.8467 versus the weighted-average sale price of $87.1104 implies a substantial gross spread per share for the reporting person. The filing discloses that part of the reported shares arose from DRIP and ESPP activity, both noted as exempt under applicable rules, and the option was issued under the company’s 2015 Stock Incentive Plan and is fully exercisable.

Corporate Governance Expert

TL;DR Transactions are documented under Section 16 rules and include exempt DRIP/ESPP activity and a fully exercisable employee option.

The Form 4 properly identifies the reporting person’s role (President, Global Powder Division) and shows timely disclosure of both acquisition and disposition of identical share counts on the same date. Footnotes clarify the exemptions relied upon for DRIP and ESPP shares and provide the required range for sale prices. From a governance and compliance perspective, the filing includes the attorney-in-fact signature and the explanatory footnotes expected for such Section 16 reporting.

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^*

Merengo Claudio

(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)
	Pres, Global Powder Division

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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
Common Stock	08/22/2025		M		9,132	A	$23.8467	28,764.9844(1)(2)	D
Common Stock	08/22/2025		S		9,132	D	$87.1104(3)	19,632.9844	D

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	08/22/2025		M			9,132	(4)	02/12/2026	Common Stock	9,132	$0	0	D

Explanation of Responses:

1. Included in the amount reported are shares of Graco common stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.

2. Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

3. The price in Column 4 is a weighted average price. The shares were sold at prices ranging from $86.93 to $87.32, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc., or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

4. 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. Merengo	08/25/2025
	** 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.
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FAQ

What transactions did Graco (GGG) insider Claudio Merengo report on 08/22/2025?

The Form 4 shows Mr. Merengo exercised a non-qualified stock option to acquire 9,132 shares at $23.8467 and sold 9,132 shares at a weighted-average price of $87.1104.

How many Graco shares does Claudio Merengo beneficially own after these transactions?

The filing lists beneficial ownership amounts of 28,764.9844 shares following the acquisition entry and 19,632.9844 shares following the sale entry.

Were any of the acquired shares exempt from Section 16 restrictions?

Yes. The filing states some shares were acquired under Graco’s Automatic Dividend Reinvestment Plan (DRIP) (exempt under Rule 16a-11) and under the 2006 Employee Stock Purchase Plan (ESPP) (exempt under Rule 16b-3).

What plan governed the stock option exercised by Mr. Merengo?

The option was granted pursuant to the Graco Inc. 2015 Stock Incentive Plan and is reported as fully exercisable.

At what prices were the sold shares executed?

The sale prices ranged from $86.93 to $87.32, and the filing reports a weighted-average sale price of $87.1104.