Sec Form 4 Filing - O'Shea Peter J @ GRACO INC - 2023-11-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person O'Shea Peter J 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) President, WW LED, Pres SCA (Last) (First) (Middle) 88 11TH AVENUE NE 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2023 (Street) MINNEAPOLIS, MN55413 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 11/08/2023 J 14,156 ( 1 ) D $ 0 14,155.0077 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 24.9333 11/08/2023 J 8,420 ( 3 ) ( 4 ) 02/14/2024 Common Stock 8,420 $ 0 8,420 D Non-qualified Stock Option (Right to Buy) $ 24.7934 11/08/2023 J 18,075 ( 3 ) ( 4 ) 02/13/2025 Common Stock 18,075 $ 0 18,075 D Non-qualified Stock Option (Right to Buy) $ 23.8467 11/08/2023 J 23,820 ( 3 ) ( 5 ) 02/12/2026 Common Stock 23,820 $ 0 23,820 D Non-qualified Stock Option (Right to Buy) $ 30.3467 11/08/2023 J 18,795 ( 3 ) ( 5 ) 02/17/2027 Common Stock 18,795 $ 0 18,795 D Non-qualified Stock Option (Right to Buy) $ 43.9 11/08/2023 J 13,095 ( 3 ) ( 5 ) 02/16/2028 Common Stock 13,095 $ 0 13,095 D Non-qualified Stock Option (Right to Buy) $ 45.56 11/08/2023 J 16,390 ( 3 ) ( 5 ) 02/15/2029 Common Stock 16,390 $ 0 16,390 D Non-qualified Stock Option (Right to Buy) $ 56.35 11/08/2023 J 16,296 ( 3 ) ( 6 ) 02/14/2030 Common Stock 16,296 $ 0 17,804 D Non-qualified Stock Option (Right to Buy) $ 71.92 11/08/2023 J 11,222 ( 3 ) ( 6 ) 02/12/2031 Common Stock 11,222 $ 0 15,668 D Non-qualified Stock Option (Right to Buy) $ 71.73 11/08/2023 J 7,822 ( 3 ) ( 6 ) 02/18/2032 Common Stock 7,822 $ 0 18,408 D Non-qualified Stock Option (Right to Buy) $ 71.47 11/08/2023 J 1,640 ( 3 ) ( 6 ) 02/17/2033 Common Stock 1,640 $ 0 20,680 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Shea Peter J 88 11TH AVENUE NE MINNEAPOLIS, MN55413 President, WW LED, Pres SCA Signatures /s/ Joseph J. Humke, attorney-in-fact for Mr. O'Shea 12/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Graco Common Stock transferred to the Reporting Person's former spouse pursuant to a divorce decree. Following the transfer, the Reporting Person no longer has a reportable beneficial ownership in these securities. ( 2 )Included in the amount reported are shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11. ( 3 )Represents the beneficial ownership interests in stock options transferred to the Reporting Person's former spouse pursuant to a divorce decree. Following the transfer, the Reporting Person no longer has a reportable beneficial ownership in these securities. ( 4 )Employee stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan in 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. ( 5 )Employee stock option granted pursuant to the Graco Inc. 2015 Stock Incentive Plan in 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. ( 6 )Employee stock option granted pursuant to the Graco Inc. 2019 Stock Incentive Plan in 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.

Remarks: The reported common stock and stock option transfer was completed in connection with Mr. O'Shea's marital dissolution, which was concluded on November 8, 2023.

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).

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