MORFITT MARTHA A M 4

What Happened

• Martha A. Morfitt, a non-employee director of Graco Inc. (GGG), exercised 18,000 stock options on Jan 29, 2026. The exercise price was $26.68 per share, costing $480,240 in total.
• To satisfy tax/withholding obligations, 5,531 of the acquired shares were surrendered/disposed at an effective market value of $86.83 each (≈ $480,257). Net shares retained from the exercise = 12,469 (18,000 − 5,531).
• The filing shows the underlying option position was converted/cancelled on exercise (derivative line with $0 proceeds), consistent with exercising the options.

Key Details

• Transaction date: 2026-01-29; Form 4 filed 2026-02-02 (filed within the two-business-day reporting window).
• Exercise: 18,000 shares at $26.68 = $480,240 (code M).
• Withholding/tax: 5,531 shares disposed at $86.83 = $480,257 (code F — tax/withholding).
• Net shares acquired: 12,469.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnote: The options were a non-employee director grant under the Graco Inc. 2015 Stock Incentive Plan and were fully exercisable (exempt under Rule 16b-3).

Context

• This was an option exercise with a sell-to-cover/withholding: the director exercised options and surrendered some shares to cover taxes or exercise costs — a routine, administrative transaction rather than an open-market buy or targeted sale.
• Such withholding transactions are common for option exercises and do not necessarily indicate a change in the director’s view of the company.