SHEAHAN MARK W 4

What Happened

• Mark W. Sheahan, President, CEO and Director of Graco Inc., exercised 63,510 stock options on January 29, 2026 (2015 Stock Incentive Plan). The exercise is reported as 63,510 shares acquired at $23.85 (reported value ≈ $1.51M).
• To satisfy the exercise price and tax withholding, 40,219 of the acquired shares were surrendered/disposed at $86.83 per share (valued at ≈ $3.49M). After the withholding/surrender, the net increase in shares from this transaction is 23,291 shares (63,510 acquired − 40,219 surrendered).
• This was an option exercise (code M) with share withholding for taxes/exercise payment (code F), a common cashless-style settlement to cover obligations.

Key Details

• Transaction date: 2026-01-29.
• Option exercise: 63,510 shares @ $23.85 (acquired; reported ≈ $1,514,504).
• Withholding/surrender: 40,219 shares @ $86.83 (disposed; reported ≈ $3,492,216).
• Net shares retained from the exercise: +23,291 shares.
• Footnotes: shares include amounts from Graco’s 2006 Employee Stock Purchase Plan (exempt under Rule 16b-3) and ESOP dividends; the option was granted under the 2015 Stock Incentive Plan and is fully exercisable (transactions reported as exempt under Rule 16b-3).
• Filing timeliness: the filing does not indicate a late report in the provided details.

Context

• This was an option exercise with partial share surrender to cover the exercise price and tax withholding — a routine, non-speculative settlement frequently used by insiders to avoid out-of-pocket cash payments.
• The transaction increases Sheahan’s holdings by 23,291 shares net; such exercises are informational but do not, by themselves, indicate a change in company outlook.