Graco (NYSE: GGG) CEO Mark Sheahan granted 194,650 stock options

Rhea-AI Filing Summary

Graco Inc. President and CEO Mark W. Sheahan was granted stock options, not common shares, under the company’s equity plan. On 02/13/2026 he received a non-qualified stock option for 194,650 shares of common stock with an exercise price of $94.28 per share.

The option was granted pursuant to the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3. It becomes exercisable in four equal annual installments starting one year after the grant date and is held as a direct ownership position.

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^*

SHEAHAN MARK W

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		194,650		(1)	02/13/2036	Common Stock	194,650	$0	194,650	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 Mr. Sheahan	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Graco (GGG) report for Mark W. Sheahan?

Graco reported that President and CEO Mark W. Sheahan received a grant of non-qualified stock options. He was awarded options covering 194,650 shares of common stock, reflecting an equity-based compensation award rather than an open-market purchase or sale of existing shares.

How many Graco (GGG) shares are covered by Sheahan’s new stock option grant?

The new non-qualified stock option granted to Mark W. Sheahan covers 194,650 shares of Graco common stock. This entire amount was reported as beneficially owned through the option position immediately after the transaction, according to the Form 4 insider filing details.

What is the exercise price on Mark W. Sheahan’s Graco (GGG) stock options?

The granted non-qualified stock option has an exercise price of $94.28 per share. This means Sheahan can buy Graco common stock at $94.28 when he chooses to exercise, subject to the vesting schedule and the option’s stated expiration date in 2036.

When do Mark W. Sheahan’s new Graco (GGG) stock options vest?

The stock options vest in four equal annual installments starting one year after the grant date of February 13, 2026. This creates a four-year vesting period, with 25% of the total option becoming exercisable in each successive year thereafter.

What is the expiration date of Sheahan’s Graco (GGG) stock option grant?

The non-qualified stock option granted to Mark W. Sheahan expires on February 13, 2036. He can exercise vested portions of the option any time between vesting and that expiration date, consistent with the terms of the company’s 2019 Stock Incentive Plan.

Is Mark W. Sheahan’s Graco (GGG) option grant a purchase or a compensation award?

The transaction is a compensation award, not a share purchase. The Form 4 classifies it as an acquisition via grant of a non-qualified stock option under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan, exempt under Rule 16b-3.