[Form 4] GRACO INC Insider Trading Activity

Rhea-AI Filing Summary

Kevin J. Gilligan, a Graco Inc. (GGG) director, received 392.83 deferred stock shares on 10/01/2025 as compensation in lieu of quarterly retainer fees at an indicated price of $84.69 per share. The deferred shares are to be settled 100% in Graco common stock in a lump sum or installments upon Mr. Gilligan's termination of Board service. The reported transaction increases his total beneficial ownership to 96,946.4044 shares, held directly. The filing notes that the deferred shares include amounts acquired under Graco's Automatic Dividend Reinvestment Plan, which is exempt under Rule 16a-11. The Form 4 was signed by attorney-in-fact Joseph J. Humke on 10/02/2025.

Positive

• Director received equity-based compensation, aligning a board member's interests with shareholders by accruing deferred stock.
• Transaction disclosed under Section 16, providing transparency: 392.83 deferred shares reported and total direct beneficial ownership updated to 96,946.4044 shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation converted to deferred shares; increases reported direct ownership to 96,946.4044 shares.

The filing documents a non-derivative acquisition of 392.83 deferred stock shares by a company director in lieu of quarterly cash retainer fees. These shares are accrued under the company's Amended and Restated 2019 Stock Incentive Plan and will be settled in common stock upon the director's termination of service. The transaction is recorded at $84.69 per share and includes reinvested dividends under the DRIP. For investors, this is a standard compensation-related Form 4 disclosure reflecting share-based pay and continued director equity ownership.

Corporate Governance Expert

TL;DR: Standard governance disclosure: director deferred compensation converted to equity, settled at termination, and disclosed per Section 16 rules.

The report clearly states the mechanics: deferred stock accrued under the 2019 Stock Incentive Plan, settlement 100% in common stock, and inclusion of DRIP-acquired deferred shares. The filing was executed by an attorney-in-fact, consistent with procedural practice. This is a routine governance disclosure and does not, on its face, indicate any unusual governance activity.

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).

1. Name and Address of Reporting Person^*

GILLIGAN J KEVIN

(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)
10/01/2025

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

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)	10/01/2025		A(2)		392.83		(1)	(1)	Common Stock	392.83	$84.69	96,946.4044(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/ Joesph J. Humke, attorney-in-fact for Mr. Gilligan	10/02/2025
	** 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).
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 did Kevin J. Gilligan report on Form 4 for GGG?

He reported acquisition of 392.83 deferred stock shares on 10/01/2025, received in lieu of quarterly retainer fees.

How many Graco (GGG) shares does Mr. Gilligan beneficially own after the transaction?

96,946.4044 shares are reported as his direct beneficial ownership following the transaction.

When will the deferred stock shares be settled for GGG deferred shares?

They are to be settled 100% in Graco common stock in a lump sum or installments upon the reporting person's termination of Board service.

Does the Form 4 mention dividend reinvestment for the reported shares?

Yes. The deferred stock share total includes shares acquired under Graco's Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.

Who signed the Form 4 filing for Mr. Gilligan and when?

Attorney-in-fact Joseph J. Humke signed the Form 4 on 10/02/2025.