[Form 4] GRACO INC Insider Trading Activity

Rhea-AI Filing Summary

Graco Inc. director Jody H. Feragen received 348.69 deferred stock shares on 10/01/2025 in lieu of quarterly retainer fees, increasing her beneficial ownership to 12,991.1126 common shares. The deferred shares were accrued under the Graco Amended and Restated 2019 Stock Incentive Plan and will be settled 100% in Graco common stock in a lump sum or installments upon her termination of board service. The filing records the transaction price as $84.69 per deferred share and notes that the reported total includes shares acquired via the companys Automatic Dividend Reinvestment Plan, which is exempt under Rule 16a-11.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation deferral increases insider ownership modestly; governance treatment appears standard.

The report documents a director electing to receive quarterly retainer fees as deferred stock under the companys 2019 plan, a common governance practice to align director incentives with shareholders. Settlement is in shares at termination, which preserves long-term alignment. The inclusion of DRIP shares in the total is explicitly noted and appropriately disclosed. No exercise or sale activity is reported, and the transaction does not indicate any change in control or extraordinary governance action.

Securities Analyst

TL;DR: Small-scale insider acquisition via compensation deferral; immaterial to company valuation but increases insider share count slightly.

The filing shows an acquisition of 348.69 deferred shares at an indicated reference of $84.69, bringing reported beneficial ownership to 12,991.1126 shares. This is a routine compensation-related issuance rather than an open-market purchase, so it likely has negligible market impact. Disclosure is clear about plan authority and DRIP inclusion, which supports transparency for Rule 16 reporting.

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).

1. Name and Address of Reporting Person^*

FERAGEN JODY H

(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)
10/01/2025

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)	10/01/2025		A(2)		348.69		(1)	(1)	Common Stock	348.69	$84.69	12,991.1126(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 Ms. Feragen	10/02/2025
	** 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) director Jody H. Feragen report on Form 4?

She reported receiving 348.69 deferred stock shares on 10/01/2025 in lieu of quarterly retainer fees, increasing beneficial ownership to 12,991.1126 shares.

At what price were the deferred shares reported for GRACO Form 4?

The filing shows a reference price of $84.69 per deferred stock share.

How and when will the deferred stock be settled according to the filing?

Deferred stock shares are to be settled 100% in Graco common stock in a lump sum or installments upon the reporting persons termination of board service.

Does the Form 4 filing for GGG include dividend reinvestment shares?

Yes. The number reported includes deferred stock shares acquired under Graco's Automatic Dividend Reinvestment Plan (DRIP), which is exempt under Rule 16a-11.

Who signed the Form 4 filing for the reporting person?

The form is signed by Joseph J. Humke, attorney-in-fact for Ms. Feragen with a signature date of 10/02/2025.