Form 4: Graco Director Kevin Wheeler Increases Stake Through Deferred Stock Acquisition

Graco Inc. Director Kevin J. Wheeler acquired 271.9 deferred stock shares on July 1, 2025, as part of his quarterly retainer fees, increasing his total beneficial ownership to 7,067.5078 shares.

Summary

• Kevin J. Wheeler, a Director of Graco Inc. (GGG), acquired 271.9 deferred stock shares.
• The transaction occurred on July 1, 2025.
• These shares were received in lieu of quarterly retainer fees.
• The deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan.
• The shares are to be settled 100% in Graco common stock upon Mr. Wheeler's termination of service on the Board.
• The price of the derivative security was $85.97 per share.
• Following this transaction, Mr. Wheeler's total beneficial ownership of deferred stock shares is 7,067.5078.
• This total includes shares acquired through the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP).

Sentiment

Score: 7

Explanation: The acquisition of additional shares by a director, especially in lieu of cash, is a positive signal of confidence in the company's long-term value and aligns insider interests with shareholders.

Positives

• Director Kevin J. Wheeler increased his beneficial ownership in Graco Inc., aligning his interests further with shareholders.
• The acquisition of shares in lieu of cash fees demonstrates confidence in the company's future performance.
• The transaction is part of a pre-existing, approved stock incentive plan, indicating structured compensation.

Future Outlook

The deferred stock shares are scheduled to be settled 100% in Graco common stock upon the reporting person's termination of service on the Board, indicating a future conversion event.

Management Comments

• 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.
• Shares of Graco Inc. deferred stock received in lieu of quarterly retainer fees.
• 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.

Industry Context

This transaction reflects a standard practice in corporate governance where directors receive equity-based compensation, aligning their long-term interests with the company's performance and shareholder value, common across various industrial manufacturing sectors.

Comparison to Industry Standards

• The practice of compensating directors with deferred stock shares in lieu of cash is a common corporate governance practice among publicly traded companies, including peers in the industrial manufacturing sector like Illinois Tool Works (ITW) or Dover Corporation (DOV), as it fosters long-term alignment.
• The use of a pre-approved stock incentive plan (Graco Inc. Amended and Restated 2019 Stock Incentive Plan) is standard for managing equity compensation and ensuring compliance with regulatory guidelines.
• The inclusion of shares from a Dividend Reinvestment Plan (DRIP) is also a typical mechanism for directors to incrementally increase their holdings, similar to practices at companies like 3M (MMM) or Parker-Hannifin (PH).

Corporate Governance

Related Party Transactions

• Acquisition of deferred stock shares by Director Kevin J. Wheeler from Graco Inc. as part of his compensation.

Stakeholder Impact

• Shareholders: Positive, as the director's increased stake aligns their interests with shareholder value creation.
• Management: Reinforces the existing compensation structure designed to incentivize long-term commitment.

Next Steps

• The deferred stock shares will be settled 100% in Graco common stock upon Kevin J. Wheeler's termination of service on the Board.

Key Dates

Recommendation

Keywords

Graco Inc., GGG, SEC Form 4, Insider Trading, Director Stock Acquisition, Deferred Stock Shares, Stock Incentive Plan, Corporate Governance, Executive Compensation, Shareholder Alignment