Graco (GGG) EVP Humke awarded 17,770 non-qualified stock options

Rhea-AI Filing Summary

Graco Inc. executive Joseph J. Humke reported a grant of 17,770 non-qualified stock options on common stock. The award was granted on 02/13/2026 under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3.

The options have an exercise price of $94.28 per share and expire on 02/13/2036. They become exercisable in four equal annual installments, starting one year after the grant date. Following this grant, Humke directly holds 17,770 derivative securities in the form of these options.

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^*

Humke Joseph 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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
Non-qualified Stock Option (Right to Buy)	$94.28	02/13/2026		A		17,770		(1)	02/13/2036	Common Stock	17,770	$0	17,770	D

Explanation of Responses:

1. Employee stock option granted pursuant to the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.

	/s/ David M. Lowe, attorney-in-fact for Mr. Humke	02/17/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Graco (GGG) report for Joseph J. Humke?

Graco reported that Executive Vice President Joseph J. Humke received a grant of 17,770 non-qualified stock options. These options relate to Graco common stock and were issued as part of the company’s equity compensation program under its 2019 Stock Incentive Plan.

What are the key terms of Joseph J. Humke’s 17,770 Graco (GGG) stock options?

Humke’s non-qualified stock options cover 17,770 Graco common shares at a $94.28 exercise price. The options were granted on February 13, 2026, and expire on February 13, 2036, providing a 10-year window in which they may be exercised after vesting.

How do Joseph J. Humke’s new Graco (GGG) stock options vest?

The 17,770 stock options granted to Joseph J. Humke vest in four equal annual installments. Vesting begins one year after the February 13, 2026 grant date, meaning 25% of the options become exercisable each year over a four-year period.

Under which plan were Joseph J. Humke’s Graco (GGG) options granted?

The options were granted under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan. This plan governs equity-based awards to eligible participants, and the filing notes the transaction is exempt under Rule 16b-3, which typically covers board-approved compensation grants.

Is Joseph J. Humke’s Graco (GGG) option grant a direct or indirect holding?

The filing classifies Joseph J. Humke’s 17,770 non-qualified stock options as a direct holding. After the reported grant, he beneficially owns 17,770 derivative securities directly, all represented by this single stock option award on Graco common shares.

What does the Form 4 code 'A' mean in Graco (GGG) executive Humke’s filing?

The transaction code “A” on the Form 4 indicates a grant, award, or other acquisition of derivative securities. In this case, it reflects the award of 17,770 non-qualified stock options to Executive Vice President Joseph J. Humke as part of his compensation package.