Graco Inc. (GGG) director adds deferred stock, now holding 97,677 shares

Rhea-AI Filing Summary

Graco Inc. disclosed that one of its directors reported an additional award of deferred stock under the company’s Amended and Restated 2019 Stock Incentive Plan. On 01/01/2026, the director acquired 407.16 deferred stock shares at a reference price of $81.97 per share, increasing total deferred stock holdings to 97,677.3871 shares held in direct form. These deferred stock shares are to be paid out entirely in Graco common stock, either in a lump sum or installments, after the director’s service on the Board ends. The filing notes that some of the deferred stock reflects quarterly retainer fees taken in stock instead of cash and additional shares accumulated through Graco’s Automatic Dividend Reinvestment Plan.

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^*

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)
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)		407.16		(1)	(1)	Common Stock	407.16	$81.97	97,677.3871(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	01/05/2026
	** 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 transaction did Graco Inc. (GGG) report in this filing?

The filing reports that a director of Graco Inc. acquired 407.16 deferred stock shares on 01/01/2026 under the company’s Amended and Restated 2019 Stock Incentive Plan.

How many deferred stock shares does the Graco Inc. director now hold?

After the reported transaction, the director beneficially owns 97,677.3871 deferred stock shares of Graco common stock in direct form.

What is deferred stock in the context of Graco Inc. (GGG)?

For Graco, the filing explains that deferred stock shares are accrued under the company’s Amended and Restated 2019 Stock Incentive Plan and will be settled 100% in Graco common stock, either in a lump sum or installments, when the director’s Board service ends.

Why did the Graco director receive deferred stock instead of cash?

The filing states that some of the deferred stock shares were received in lieu of quarterly retainer fees, meaning the director chose stock-based compensation instead of cash retainers.

What is the role of the Graco Automatic Dividend Reinvestment Plan (DRIP) in this transaction?

According to the filing, the number of deferred stock shares includes additional shares acquired through the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), which is exempt under Rule 16a-11.

At what price were the new Graco deferred stock shares recorded?

The transaction records the 407.16 deferred stock shares at a price of $81.97 per underlying share of Graco common stock.