GILLIGAN J KEVIN 4

What Happened
J. Kevin Gilligan, a non-employee director of Graco Inc. (GGG), exercised 12,870 stock options and sold the same 12,870 shares on Feb 3, 2026. The options were exercised at $36.09 per share for a total exercise cost of $464,436, and the shares were sold at a weighted average price of $89.07 per share for total gross proceeds of $1,146,300. The net cash difference between sale proceeds and exercise cost is roughly $681,864 (before taxes/fees).

Key Details

• Transaction date: 2026-02-03 (reported on Form 4 filed 2026-02-04; timely within Section 16 reporting window)
• Option exercise: 12,870 shares @ $36.09 each = $464,436 (recorded as derivative exercise, code M)
• Sale: 12,870 shares sold @ weighted avg $89.07 = $1,146,300 (code S). Footnote: sale prices ranged $88.88–$89.24; weighted avg shown.
• Derivative disposition line shows the option conversion (disposed at $0.00) consistent with an exercise-and-sell (cashless) transaction.
• Footnote F2: Options were a nonemployee director grant under Graco’s 2015 Stock Incentive Plan and were fully exercisable; transaction exempt under Rule 16b-3.
• Shares owned after the transaction: not reported in the provided filing excerpt.

Context
This is a same‑day exercise and sale (a cashless exercise) of director stock options — a common way for non-employee directors to realize option value. Such sales are routine and do not, by themselves, indicate management sentiment about the company’s outlook. The filing appears timely (filed the next day).