Graco (NYSE: GGG) director reports 285.17 deferred stock share accrual

Rhea-AI Filing Summary

Graco Inc. director Mr. Wheeler reported a change in his holdings through deferred stock compensation. On 01/01/2026, he acquired 285.17 deferred stock shares, which correspond to 285.17 shares of Graco common stock at a reference price of $81.97 per share. These deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan and are to be settled entirely in Graco common stock, either in a lump sum or installments, when he terminates service on the Board.

The filing notes that some of these deferred stock shares are received in lieu of quarterly retainer fees and that the total includes shares accumulated through the company’s Automatic Dividend Reinvestment Plan, which is exempt under Rule 16a-11. After this transaction, Mr. Wheeler holds 7,675.7131 deferred stock shares directly.

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)
01/01/2026

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
Deferred Stock Shares	(1)	01/01/2026		A(2)		285.17		(1)	(1)	Common Stock	285.17	$81.97	7,675.7131(3)	D

Explanation of Responses:

1. The deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

2. Shares of Graco Inc. deferred stock received in lieu of quarterly retainer fees.

3. The number of deferred stock shares includes deferred stock shares acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.

	/s/ Joseph J. Humke, attorney-in-fact for Mr. Wheeler	01/05/2026
	** 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.
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FAQ

What insider transaction did Graco Inc (GGG) report in this Form 4?

The filing reports that director Mr. Wheeler acquired 285.17 deferred stock shares on 01/01/2026, linked to an equal number of Graco common shares.

How many Graco (GGG) deferred stock shares does the director hold after this transaction?

After the reported transaction, Mr. Wheeler beneficially owns 7,675.7131 deferred stock shares, held in direct ownership form.

Under which plan were the Graco (GGG) deferred stock shares accrued?

The deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan.

When will the Graco (GGG) deferred stock shares be settled into common stock?

The deferred stock shares are to be settled 100% in Graco common stock, in a lump sum or installments, upon Mr. Wheeler’s termination of service on the Board.

Why did the Graco (GGG) director receive deferred stock shares instead of cash?

The filing states that some deferred stock shares were received in lieu of quarterly retainer fees for Board service.

What role does the Graco (GGG) dividend reinvestment plan play in these holdings?

The number of deferred stock shares includes amounts acquired through the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), which is noted as exempt under Rule 16a-11.