LOWE DAVID M 4

What Happened

• David M. Lowe, CFO and Treasurer of Graco Inc., exercised 60,510 stock options on Jan 29, 2026. The exercise required payment of $23.85 per share (total $1,442,964).
• To satisfy tax/withholding obligations, 38,325 of the newly issued shares were withheld/disposed at $86.83 per share (value $3,327,760).
• The filing also shows the related option derivative cancelled/converted (60,510 option units at $0.00), consistent with option exercise. Net shares retained by Lowe after the withholding = 22,185 shares (60,510 exercised − 38,325 withheld).

Key Details

• Transaction date: January 29, 2026; Form 4 filed February 2, 2026 (timeliness not specifically flagged in the filing).
• Exercise: 60,510 shares exercised @ $23.85 (total exercise cost $1,442,964).
• Withholding/tax disposition: 38,325 shares disposed @ $86.83 (value $3,327,760).
• Net shares received by the insider: 22,185 shares (noted above).
• Notable footnotes from the filing:
  • F1: Some reported shares include Employee Stock Purchase Plan shares exempt under Rule 16b-3.
  • F2: ESOP share totals include shares from dividend reinvestment exempt under Rule 16b-3.
  • F3: The option was granted under Graco’s 2015 Stock Incentive Plan and is fully exercisable.
• Shares owned after the transaction: not specified in the provided filing details.

Context

• This was an option exercise with shares withheld to cover tax/exercise obligations (a common "cashless" or net-share settlement approach), not an open-market sale motivated by immediate diversification.
• The filing shows both the option conversion (derivative removed) and the withholding/disposition of shares for taxes; these are routine administrative entries often seen when insiders exercise options.