[Form 4] Graco Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: On 07/01/2025, Graco Inc. (GGG) director Kevin J. Wheeler accepted 271.9 deferred stock shares in lieu of his quarterly board retainer, under the company’s Amended & Restated 2019 Stock Incentive Plan. The award will be settled 100% in common stock when his board service ends and is exempt under Rule 16a-11 (DRIP).

Following the transaction, Wheeler’s total holdings in deferred stock shares rise to 7,067.5078. At the stated reference price of $85.97 per share, the newly acquired equity represents roughly $23,400 in current market value—an immaterial amount relative to Graco’s market capitalisation but a modest sign of ongoing insider alignment. The filing does not disclose any open-market purchases or sales, cash proceeds, or changes in common-stock ownership outside the director compensation program.

• The transaction was coded “A” (acquisition) and “D” (direct ownership).
• No other insiders were named, and no derivatives were disposed of.
• No earnings, guidance, or strategic information accompanied the filing.

Positive

• Director equity increase: Kevin J. Wheeler added 271.9 deferred shares, modestly boosting insider ownership and signalling continued alignment with shareholders.

Negative

• Immaterial size: The $23k value is negligible versus Graco’s market cap, offering limited insight into insider sentiment.

Insights

Securities Analyst

TL;DR: Routine director fee deferral; increases insider alignment but financially immaterial to GGG.

The 271.9-share addition, worth about $23k, is a standard elective deferral of board fees rather than a discretionary purchase. Such transactions are generally neutral because they do not inject new capital, nor do they signal a valuation call by the insider. Wheeler’s cumulative 7,068 deferred shares remain a fraction of Graco’s ~167 million shares outstanding. Nonetheless, continuous participation in the plan promotes governance best practices by linking director pay to long-term shareholder value.

Corporate Governance Expert

TL;DR: Governance-friendly compensation structure; no material market impact expected.

Graco’s use of stock-settled board retainers aligns director incentives with shareholders and complies with Section 16 reporting norms. The absence of dispositions and the Rule 10b5-1 checkbox left unchecked lessen any concern about timing. Investors should view the filing as procedural, not predictive of upcoming corporate events.

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 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)
07/01/2025

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)	07/01/2025		A(2)		271.9		(1)	(1)	Common Stock	271.9	$85.97	7,067.5078(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	07/01/2025
	** 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 Graco (GGG) disclose in the latest Form 4?

Director Kevin J. Wheeler acquired 271.9 deferred stock shares on 07/01/2025 as part of his board compensation.

How many Graco shares does Kevin J. Wheeler now beneficially own?

After the transaction, Wheeler holds 7,067.5078 deferred stock shares directly.

Was cash involved in the insider transaction?

No. The shares were received in lieu of cash retainer fees under the 2019 Stock Incentive Plan.

Is the Form 4 transaction material to Graco shareholders?

The acquisition is financially immaterial (~$23k) and is considered routine director compensation.

Does the filing indicate any upcoming changes at Graco Inc.?

The filing is purely transactional; it does not signal strategic or operational changes.