Graco director awarded deferred stock shares

Wheeler Kevin J. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Wheeler Kevin J. reported acquisition or exercise transactions in this Form 4 filing.

Graco Inc. director Kevin J. Wheeler received a grant of deferred stock shares as part of his board compensation. He was awarded 276.1400 deferred stock shares valued at $84.65 per share, accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan.

These deferred stock shares are received in lieu of quarterly retainer fees and include amounts from the company’s Automatic Dividend Reinvestment Plan. They will be settled 100% in Graco common stock, in a lump sum or installments, when Wheeler’s service on the Board ends, bringing his total deferred stock balance to 7,976.5623 shares.

Insider Trade Summary

Grant/Award: 276.14 shares

Grant/Award 1 txn

Insider Wheeler Kevin J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Shares	276.14	$84.65	$23K

Holdings After Transaction: Deferred Stock Shares — 7,976.5623 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. Shares of Graco Inc. deferred stock received in lieu of quarterly retainer fees.
3. F3. 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.

Key Figures

Deferred stock grant: 276.1400 shares Grant reference price: $84.65 per share Total deferred stock held: 7,976.5623 shares +1 more

4 metrics

Deferred stock grant 276.1400 shares Deferred Stock Shares granted on 2026-04-01

Grant reference price $84.65 per share Price per deferred stock share for this award

Total deferred stock held 7,976.5623 shares Deferred stock shares following the transaction

Conversion price $0.00 Conversion or exercise price for deferred stock shares

Key Terms

Deferred Stock Shares, Amended and Restated 2019 Stock Incentive Plan, Automatic Dividend Reinvestment Plan (DRIP), Rule 16a-11

4 terms

Deferred Stock Shares financial

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

Amended and Restated 2019 Stock Incentive Plan financial

"accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan"

Automatic Dividend Reinvestment Plan (DRIP) financial

"includes deferred stock shares acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP)"

Rule 16a-11 regulatory

"Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11"

FAQ

What insider transaction did Graco (GGG) director Kevin J. Wheeler report?

Graco director Kevin J. Wheeler reported receiving 276.1400 deferred stock shares as a compensation grant. The award is recorded as Deferred Stock Shares and represents non-cash board compensation rather than an open-market stock purchase or sale.

How will Kevin J. Wheeler’s deferred stock shares at Graco (GGG) be settled?

Wheeler’s deferred stock shares will be settled 100% in Graco common stock. Settlement will occur in a lump sum or installments when his service on the Board ends, turning these deferred units into actual common shares.

What is the total number of deferred stock shares Kevin J. Wheeler holds at Graco (GGG)?

After this grant, Wheeler holds 7,976.5623 deferred stock shares. This balance reflects accumulated board compensation, including shares received through the Automatic Dividend Reinvestment Plan, and will convert into Graco common stock upon his board service termination.

Under which plan were Kevin J. Wheeler’s new Graco (GGG) deferred stock shares granted?

The deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan. This plan governs equity-based compensation for eligible participants, including directors, and specifies how deferred stock awards are issued and ultimately settled in common shares.

Are Kevin J. Wheeler’s new Graco (GGG) deferred stock shares tied to cash fees?

Yes. The filing states these are deferred stock received in lieu of quarterly retainer fees. Instead of taking cash for board retainer payments, Wheeler receives equivalent value in deferred stock units, aligning part of his compensation with Graco’s equity.

Do Kevin J. Wheeler’s deferred stock shares at Graco (GGG) include reinvested dividends?

Yes. The number of deferred stock shares includes units acquired under Graco’s Automatic Dividend Reinvestment Plan. Dividends associated with these holdings are automatically reinvested into additional deferred stock shares, as noted as exempt under Rule 16a-11.

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Accepted by SEC EDGAR 04/02/2026 - 02:02 PM Learn about SEC filing dates

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^*

Wheeler Kevin J.

(Last) (First) (Middle)

88 11TH AVENUE NE

(Street)

MINNEAPOLIS MINNESOTA 55413

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	04/01/2026		A(2)		276.14		(1)	(1)	Common Stock	276.14	$84.65	7,976.5623(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	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)