[Form 4] Graco Inc Insider Trading Activity

Rhea-AI Filing Summary

Graco Inc. insider reported option exercise, share sale, and dividend reinvestment activity. A nonemployee director exercised 6,000 options at an exercise price of $26.68 and acquired 6,000 shares through that exercise. The reporting person also sold 6,000 shares at a weighted-average price of $85.80, with sale prices in the $85.72–$85.88 range. The reporting person’s post-transaction beneficial ownership is reported as 45,978.7 shares. The filing notes that some shares were acquired via the company’s dividend reinvestment plan and that the option grant was issued under the company’s stock incentive plan and is fully exercisable.

Positive

• Transparent disclosure of option exercise, sale transaction prices (range provided), and dividend reinvestment acquisitions
• Option grant described as fully exercisable under the company’s stock incentive plan, consistent with standard director compensation

Negative

• Director sold 6,000 shares, which represents a dilution of insider holdings and may be perceived as insider liquidity
• Weighted-average sale price suggests disposition at market levels rather than retention, which some investors may view negatively

Insights

Securities Analyst

TL;DR: Routine director option exercise with concurrent sale; neutral to limited market impact.

The director exercised a fully vested nonqualified option and immediately sold an equal number of shares, a common liquidity action following option exercise or compensation vesting. The sale size (6,000 shares) should be evaluated relative to total outstanding shares for market impact; the form reports a weighted-average sale price in the mid-$85 range. The transaction is disclosed under Section 16 reporting rules and includes shares acquired via the dividend reinvestment plan, which is administrative and non-indicative of corporate performance shifts.

Corporate Governance Expert

TL;DR: Compensation-related issuance and immediate disposition documented; governance disclosure appears compliant.

The option was granted pursuant to the company’s equity incentive plan and is described as fully exercisable and exempt under Rule 16b-3, indicating standard director compensation treatment. The filer disclosed the dividend reinvestment acquisition and provided a price range for the sale, offering transparency. There are no indications in the filing of related-party conflicts or unusual transfer mechanisms.

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
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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^*

Etchart Eric

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M		6,000	A	$26.68	51,978.7(1)	D
Common Stock	08/14/2025		S		6,000	D	$85.8019(2)	45,978.7	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)	$26.68	08/14/2025		M			6,000	(3)	04/22/2026	Common Stock	6,000	$0	0	D

Explanation of Responses:

1. The amount of securities owned includes shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan, exempt under Rule 16a-11.

2. The price reported in column 4 is a weighted average price. The shares were sold at prices ranging from $85.72 to $85.88, inclusive. The reporting person undertakes to provide Graco Inc., and 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.

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

	/s/ Joseph J. Humke, attorney-in-fact for Mr. Etchart	08/18/2025
	** 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).
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FAQ

What transactions did the Graco Inc (GGG) insider report on Form 4?

The reporting person exercised 6,000 nonqualified stock options at an exercise price of $26.68, acquired 6,000 shares via that exercise, and sold 6,000 shares at a weighted-average price of $85.80 (sale prices ranged $85.72–$85.88).

Did the Form 4 disclose how some shares were acquired for the Graco insider?

Yes. The filing states some shares were acquired under Graco’s Automatic Dividend Reinvestment Plan, which is exempt under Rule 16a-11.

Was the option granted to the Graco director exercisable immediately?

Yes. The filing states the nonemployee director stock option was fully exercisable and granted pursuant to the Graco Inc. 2015 Stock Incentive Plan.

How many shares does the reporting person beneficially own after these transactions?

The filing reports beneficial ownership of 45,978.7 shares following the reported transactions.

Does the Form 4 provide the exact sale prices for the shares sold?

The Form 4 provides a weighted-average price of $85.80 and a range of sale prices from $85.72 to $85.88, with the filer offering to supply exact breakdowns upon request.