Graco (GGG) CEO exercises 63,510 options, withholds 40,219 shares for taxes

Rhea-AI Filing Summary

Graco Inc. President and CEO Mark W. Sheahan reported several equity transactions in company stock. On January 29, 2026, he exercised a non-qualified stock option for 63,510 shares of common stock at an exercise price of $23.8467 per share.

To cover tax obligations from this option exercise, 40,219 common shares were withheld at a price of $86.83 per share. After these transactions, Sheahan directly held 119,009.0085 common shares, with additional indirect holdings of 1,474.2527 shares through an employee stock ownership plan and 2,892 shares through his spouse.

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^*

SHEAHAN MARK W

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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
Common Stock	01/29/2026		M		63,510	A	$23.8467	159,228.0085(1)	D
Common Stock	01/29/2026		F		40,219	D	$86.83	119,009.0085	D
Common Stock								1,474.2527(2)	I	By ESOP
Common Stock								2,892	I	By Spouse

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)	$23.8467	01/29/2026		M			63,510	(3)	02/12/2026	Common Stock	63,510	$0	0	D

Explanation of Responses:

1. Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

2. The number of shares includes dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

3. Employee stock option granted pursuant to the Graco Inc. 2015 Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option is fully exercisable.

	/s/ Joseph J. Humke, attorney-in-fact for Mr. Sheahan	02/02/2026
	** 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 insider transactions did Graco (GGG) CEO Mark W. Sheahan report?

Mark W. Sheahan reported exercising 63,510 non-qualified stock options and acquiring the same number of Graco common shares. As part of the same event, 40,219 shares were disposed of to satisfy tax withholding obligations, all on January 29, 2026.

How many Graco (GGG) shares did the CEO acquire through option exercise?

The CEO acquired 63,510 Graco common shares by exercising a non-qualified stock option at an exercise price of $23.8467 per share. These shares came from an employee stock option granted under the Graco Inc. 2015 Stock Incentive Plan.

How many Graco (GGG) shares were used to cover taxes in this Form 4?

To cover tax withholding obligations from the option exercise, 40,219 Graco common shares were disposed of at a price of $86.83 per share. This transaction is coded “F,” indicating shares were withheld for payment of taxes.

What is the CEO’s direct ownership in Graco (GGG) after these transactions?

After the reported transactions, Mark W. Sheahan directly owned 119,009.0085 Graco common shares. This figure reflects the option exercise and the tax-related share withholding completed on January 29, 2026.

Does the Graco (GGG) CEO report any indirect holdings of company stock?

Yes. In addition to direct holdings, the filing shows 1,474.2527 Graco common shares held indirectly through an employee stock ownership plan and 2,892 shares held indirectly through the CEO’s spouse.

What stock option did the Graco (GGG) CEO exercise in this Form 4?

He exercised a non-qualified stock option for 63,510 shares of Graco common stock at an exercise price of $23.8467. The option was granted under the 2015 Stock Incentive Plan and was fully exercisable at the time of exercise.