Graco CFO granted options and RSUs

Graco Inc. reported that CFO and Treasurer Sanjiv Gupta received new equity awards.

Rhea-AI Filing Summary

Graco Inc. reported that CFO and Treasurer Sanjiv Gupta received new equity awards. He was granted a non-qualified stock option for 53,330 shares of common stock at an exercise price of $87.48 per share, expiring on April 15, 2036. The option vests as to 29.8% of the grant on each of the first and second anniversaries of the grant date and 20.2% on each of the third and fourth anniversaries. Gupta was also granted 13,076 restricted stock units, each representing the right to receive one share of Graco common stock upon vesting. These RSUs vest 50% on April 15, 2027 and 50% on April 15, 2028, subject to his continued employment.

Insider Trade Summary

Grant/Award: 66,406 shares

Grant/Award 2 txns

Insider Gupta Sanjiv

Role CFO and Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Non-qualified Stock Option (Right to Buy)	53,330	$0.00	$0.00
Grant/Award	Restricted Stock Units	13,076	$0.00	$0.00

Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 53,330 contracts (Direct); Restricted Stock Units — 13,076 contracts (Direct)

Footnotes (3)

1. F1. 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 as to 29.8% of the options on the first and second anniversaries of the date of the grant and as to 20.2% of the options on the third and fourth anniversaries of the date of the grant.
2. F2. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of Graco common stock.
3. F3. Represents a grant of RSUs under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3. 50% of the total number of RSUs will vest on each of April 15, 2027 and April 15, 2028, subject to Mr. Gupta's continued employment through those dates.

Key Figures

Stock option grant: 53,330 shares at $87.48 Option expiration: April 15, 2036 RSU grant: 13,076 units +2 more

5 metrics

Stock option grant 53,330 shares at $87.48 Non-qualified stock option granted on April 15, 2026

Option expiration April 15, 2036 Expiration date of non-qualified stock option

RSU grant 13,076 units Restricted stock units granted on April 15, 2026

Option vesting pattern 29.8%, 29.8%, 20.2%, 20.2% Annual vesting percentages over four anniversaries

RSU vesting dates April 15, 2027 & 2028 50% of RSUs vest on each date

Key Terms

Non-qualified Stock Option, Restricted Stock Units, RSU, Rule 16b-3, +1 more

5 terms

Non-qualified Stock Option financial

"Non-qualified Stock Option (Right to Buy) granted for 53,330 shares"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

Restricted Stock Units financial

"Restricted Stock Units representing rights to Graco common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSU financial

"Each restricted stock unit ("RSU") represents the contingent right to receive"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

Rule 16b-3 regulatory

"granted pursuant to the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

2019 Stock Incentive Plan financial

"granted pursuant to the Graco Inc. Amended and Restated 2019 Stock Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Graco (GGG) grant to CFO Sanjiv Gupta?

Graco granted CFO Sanjiv Gupta a non-qualified stock option for 53,330 shares at an exercise price of $87.48 and 13,076 restricted stock units. Both awards were made under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in transactions exempt under Rule 16b-3.

How do Sanjiv Gupta’s new Graco (GGG) stock options vest?

Gupta’s 53,330-share stock option vests over four years from the grant date. 29.8% of the options vest on each of the first and second anniversaries, and 20.2% vest on each of the third and fourth anniversaries, assuming continued service through each vesting date.

What are the terms of Sanjiv Gupta’s Graco (GGG) restricted stock units?

Gupta received 13,076 restricted stock units, each representing the right to one Graco common share upon vesting. The RSUs vest in two equal tranches of 50% on April 15, 2027 and 50% on April 15, 2028, contingent on his continued employment with Graco.

What is the exercise price and expiration date of Gupta’s new Graco (GGG) options?

The non-qualified stock option granted to Gupta has an exercise price of $87.48 per share and expires on April 15, 2036. He can only exercise vested portions of the option during this term, subject to the conditions in the Graco 2019 Stock Incentive Plan.

What does each Graco (GGG) RSU granted to Sanjiv Gupta represent?

Each restricted stock unit granted to Gupta represents a contingent right to receive one share of Graco common stock upon vesting. The actual delivery of shares occurs only after the RSUs vest on the specified future dates, assuming the employment-based conditions are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 05:23 PM EDT 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^*

Gupta Sanjiv

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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
Non-qualified Stock Option (Right to Buy)	$87.48	04/15/2026		A		53,330		(1)	04/15/2036	Common Stock	53,330	$0	53,330	D
Restricted Stock Units	(2)	04/15/2026		A		13,076		(3)	(3)	Common Stock	13,076	$0	13,076	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 as to 29.8% of the options on the first and second anniversaries of the date of the grant and as to 20.2% of the options on the third and fourth anniversaries of the date of the grant.

2. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of Graco common stock.

3. Represents a grant of RSUs under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3. 50% of the total number of RSUs will vest on each of April 15, 2027 and April 15, 2028, subject to Mr. Gupta's continued employment through those dates.

	/s/ Joseph J. Humke, attorney-in-fact for Mr. Gupta	04/16/2026
	** 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.
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* Form 4: SEC 1474 (03-26)