Graco (NYSE: GGG) director awarded 5,240 non-qualified stock options

Rhea-AI Filing Summary

Graco Inc. director Kevin J. Wheeler reported an equity compensation grant in the form of non-qualified stock options. On February 13, 2026, he was awarded 5,240 stock options with an exercise price of $94.28 per share, all held directly.

These options were granted under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan. The award vests over time, becoming exercisable in four equal annual installments starting one year after the grant date, aligning director incentives with longer-term shareholder value.

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^*

Wheeler Kevin 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		5,240		(1)	02/13/2036	Common Stock	5,240	$0	5,240	D

Explanation of Responses:

1. Nonemployee director 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. Wheeler	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 did Graco (GGG) disclose about Kevin J. Wheeler in this Form 4?

The filing reports that director Kevin J. Wheeler received a grant of 5,240 non-qualified stock options on February 13, 2026. These options are part of his equity compensation and are held as direct beneficial ownership in Graco Inc.

How many Graco (GGG) stock options were granted to director Kevin J. Wheeler?

Kevin J. Wheeler was granted 5,240 non-qualified stock options in Graco Inc. Each option gives him the right to buy one share of common stock, subject to vesting and payment of the exercise price described in the award terms.

What is the exercise price of Kevin J. Wheeler’s Graco (GGG) stock options?

The non-qualified stock options granted to Kevin J. Wheeler have an exercise price of $94.28 per share. This is the price he must pay to purchase each share of Graco common stock if and when the options are exercised after vesting.

When do Kevin J. Wheeler’s Graco (GGG) stock options vest and become exercisable?

The options become exercisable in four equal annual installments, starting one year after the February 13, 2026 grant date. This means portions of the 5,240 options vest each year, encouraging longer-term alignment with Graco’s performance.

Under which plan were the Graco (GGG) stock options granted to Kevin J. Wheeler?

The non-qualified stock options were granted under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan. The filing notes the grant was a nonemployee director award and identifies it as exempt under Rule 16b-3 of the Exchange Act.

Is Kevin J. Wheeler’s stock option grant in Graco (GGG) considered a direct holding?

Yes. The Form 4 classifies the 5,240 non-qualified stock options as direct (D) beneficial ownership by Kevin J. Wheeler. There is no indication of indirect ownership through another entity in the reported transaction details.