GRACO INC — Director's Dealing 2023

May 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2023-05-02

Reporting Person: JOHNSON DALE D (President, Worldwide CED)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-02	Common Stock	M	43080	$24.9333	Acquired	207694.6976	Direct
2023-05-02	Common Stock	S	43080	$79.4508	Disposed	164614.6976	Direct
2023-05-02	Common Stock	M	47130	$24.7933	Acquired	211744.6976	Direct
2023-05-02	Common Stock	S	46830	$79.2334	Disposed	164914.6976	Direct
2023-05-02	Common Stock	S	300	$79.8067	Disposed	164614.6976	Direct
2023-05-02	Common Stock	S	5000	$79.8772	Disposed	159614.6976	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-02	Non-qualified Stock Option (Right to Buy)	$24.9333	M	43080	Disposed	2024-02-14	Common Stock (43080)	Direct
2023-05-02	Non-qualified Stock Option (Right to Buy)	$24.7933	M	47130	Disposed	2025-02-13	Common Stock (47130)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9143.5738	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.81, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.79 to $79.79, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.80 to $79.81, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.80 to $79.92, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

F5: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F6: The number of ESOP shares reported includes dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

F7: Employee stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.