Form 4: Banerjee Ronita reports acquisition/exercise transactions in GGG

Rhea-AI Filing Summary

Banerjee Ronita reported acquisition or exercise transactions in a Form 4 filing for GGG. The filing lists transactions totaling 17,770 shares. Following the reported transactions, holdings were 17,770 shares.

Insights

Equity Compensation Analyst

Routine equity grant to Graco EVP aligns pay with long-term performance.

Graco Inc. granted EVP and Chief HR Officer Ronita Banerjee 17,770 non-qualified stock options on February 13, 2026 with a $94.28 exercise price, expiring on February 13, 2036. This is characterized as an employee stock option under the company’s 2019 Stock Incentive Plan.

The grant vests in four equal annual installments beginning one year after grant, which encourages multi-year retention and performance focus. As a standard Rule 16b-3 exempt award with no immediate cash outlay and no sale of shares, this appears to be routine executive compensation rather than a thesis-changing event.

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^*

Banerjee Ronita

(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)
	EVP, Chief HR Officer

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		17,770		(1)	02/13/2036	Common Stock	17,770	$0	17,770	D

Explanation of Responses:

1. Employee 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. Banerjee	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 Inc. (GGG) report for Ronita Banerjee?

Graco reported that EVP and Chief HR Officer Ronita Banerjee received a grant of 17,770 non-qualified stock options on February 13, 2026. These options were issued under the company’s 2019 Stock Incentive Plan as part of her executive compensation.

What are the key terms of Ronita Banerjee’s 17,770 Graco (GGG) stock options?

Ronita Banerjee’s 17,770 non-qualified stock options carry an exercise price of $94.28 per share and expire on February 13, 2036. The options were granted at no cost as a compensatory award under Graco’s Amended and Restated 2019 Stock Incentive Plan.

How do Ronita Banerjee’s Graco (GGG) stock options vest over time?

The stock options vest in four equal annual installments, starting one year after the February 13, 2026 grant date. This means 25% of the 17,770 options become exercisable each year, promoting longer-term retention and alignment with company performance goals.

Is Ronita Banerjee’s Form 4 transaction in Graco (GGG) a purchase or a grant?

The Form 4 reflects a grant of stock options, not an open-market share purchase. The transaction code is “A” for acquisition, describing a compensatory award of 17,770 non-qualified stock options rather than a buy or sell of common shares in the market.

What does the Rule 16b-3 exemption mean for the Graco (GGG) option grant?

The filing states the employee stock option grant is exempt under Rule 16b-3, which governs insider transactions approved by a company’s board or compensation committee. This indicates the award was structured to comply with insider trading and short-swing profit rules.