Form 4: Thompson David J reports acquisition/exercise transactions in GGG

Rhea-AI Filing Summary

Thompson David J 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 stock option grant to a senior Graco executive.

Graco Inc. awarded Pres, Global Contractor Division David J. Thompson a non-qualified stock option covering 17,770 shares of common stock at an exercise price of $94.28 per share. This is described as an employee stock option under the Amended and Restated 2019 Stock Incentive Plan.

The award vests in four equal annual installments beginning one year after the February 13, 2026 grant date, which encourages longer-term retention and performance alignment. Because this is a grant rather than an open-market purchase or sale, it mainly affects his future equity-based compensation, with limited immediate impact for shareholders.

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
Estimated average burden
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^*

Thompson David J

(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 Contractor Divis

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 Mr. Thompson	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 equity award did Graco (GGG) grant to David J. Thompson?

Graco granted David J. Thompson a non-qualified stock option for 17,770 shares of common stock at an exercise price of $94.28 per share. The award was made under the Amended and Restated 2019 Stock Incentive Plan as part of his executive compensation.

When was the new Graco (GGG) stock option granted to the executive?

The stock option to David J. Thompson was granted on February 13, 2026. This date also starts the clock for the four-year vesting schedule, with the first portion becoming exercisable one year after the grant date and the rest annually thereafter.

How do the Graco (GGG) options for David J. Thompson vest over time?

The option becomes exercisable in four equal annual installments, starting one year after the February 13, 2026 grant date. Each year, one quarter of the 17,770 options vests, giving Thompson increasing ability to purchase shares over a four-year period.

What type of security did Graco (GGG) award in this Form 4 filing?

Graco awarded a Non-qualified Stock Option (Right to Buy) tied to 17,770 shares of common stock. Non-qualified options give the holder the right to buy shares at a fixed exercise price, here set at $94.28, subject to the vesting schedule described.

Is the Graco (GGG) stock option grant an open-market purchase or sale?

No, this is a grant of employee stock options, not an open-market trade. The Form 4 shows an acquisition coded as a grant under Rule 16b-3, meaning Thompson receives the options as compensation rather than buying or selling shares in the market.

How many derivative securities does the Graco (GGG) executive hold after this grant?

After the transaction, David J. Thompson beneficially owns 17,770 derivative securities directly, all representing non-qualified stock options. Each option is linked to one share of Graco common stock, subject to the four-year vesting schedule and the $94.28 exercise price.