2 unchanged sentences
As of the end of the fiscal year covered by this Form 10-K, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Securities Exchange Act of 1934, as amended.
−Removed: This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer, the Chief Financial Officer and Treasurer, and the Executive Vice President, Corporate Controller and Information Systems.
−Removed: Based upon that evaluation, they concluded that the Company’s disclosure controls and procedures are effective.
+Added: This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer and the Chief Financial Officer and Treasurer.
+Added: Based upon that evaluation, the Company’s President and Chief Executive Officer and the Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
4 unchanged sentences
Based on our assessment and those criteria, management believes the Company’s internal control over financial reporting is effective as of December 26, 2025.
−Removed: The Company completed its acquisition of Corob on November 4, 2024.
−Removed: The Company is continuing to integrate Corob into its internal control over financial reporting, and management’s evaluation of the effectiveness of the Company’s internal control over financial reporting excluded Corob as of December 27, 2024, as permitted by guidance issued by the Securities and Exchange Commission.
−Removed: Corob accounted for approximately 12% of total assets and less than 1% of total net sales included within the consolidated financial statements of Graco Inc.
−Removed: and its subsidiaries as of and for the fiscal year ended December 27, 2024.
The Company’s independent auditors have issued an attestation report on the Company’s internal control over financial reporting, which is included herein.
8 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 26, 2025, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control over Financial Reporting , management excluded from its assessment the internal control over financial reporting at Corob S.p.A.
−Removed: ("Corob"), which was acquired on November 4, 2024, and whose financial statements constitute approximately 12% of total assets and less than 1% of total net sales within the consolidated financial statements of Graco Inc.
−Removed: as of and for the year ended December 27, 2024.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Corob.
Basis for Opinion
1 unchanged sentence
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: We are a public accounting firm registered with the PCAOB and are
+Added: required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
30 unchanged sentences
Executive Compensation
−Removed: The information contained under the headings “Director Compensation,” “Executive Compensation” (other than under the subheading "Pay Versus Performance");
−Removed: and “Report of the Management Organization and Compensation Committee” in the Proxy Statement is incorporated herein by reference.
+Added: The information contained under the headings “Director Compensation” and “Executive Compensation” (other than under the subheading "Pay Versus Performance") in the Proxy Statement is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information under the headings “Related Person Transaction Approval Policy” and “Director Independence” in the Proxy Statement is incorporated herein by reference.
+Added: The information under the headings “Related Person Transaction Approval Policy,” “Director Independence” and "Committees of the Board of Directors" in the Proxy Statement is incorporated herein by reference.
Principal Accountant Fees and Services
12 unchanged sentences
3.2 Restated Bylaws as amended February 17, 2023.
+Added: (Incorporated by reference to Exhibit 3.2 to the Company’s 2024 Annual Report on Form 10-K.)
4.1 Description of Our Securities.
7 unchanged sentences
*10.3 Graco Inc.
−Removed: 2015 Stock Incentive Plan.
−Removed: ( Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2015.
−Removed: *10.4 Graco Inc.
Amended and Restated 2019 Stock Incentive Plan.
25 unchanged sentences
Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.
−Removed: 2010 Stock Incentive Plan in 2011.
−Removed: ( Incorporated by reference to Exhibit 10.16 to the Company’s 2010 Annual Report on Form 10-K .) Amended form of agreement for awards made to nonemployee directors commencing in 2012 (and subsequently used for awards made to nonemployee directors under the Graco Inc.
−Removed: 2015 Stock Incentive Plan in 2015).
−Removed: ( Incorporated by reference to Exhibit 10.4 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012 .)
−Removed: *10.9 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.
−Removed: 2010 Stock Incentive Plan in 2011.
−Removed: (Incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2011 .) Amended form of agreement for awards made to executive officers commencing in 2012.
−Removed: ( Incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012 .)
−Removed: *10.10 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.
2015 Stock Incentive Plan commencing in 2016.
23 unchanged sentences
2019 Stock Incentive Plan commencing in 2025.
+Added: (Incorporated by reference to Exhibit 10.16 to the Company’s 2024 Annual Report on Form 10-K.)
*10.14 Stock Option Agreement.
1 unchanged sentence
2019 Stock Incentive Plan commencing in 2025.
+Added: (Incorporated by reference to Exhibit 10.17 to the Company’s 2024 Annual Report on Form 10-K.)
*10.15 Stock Option Agreement.
1 unchanged sentence
2019 Stock Incentive Plan commencing in 2025.
−Removed: *10.19 Executive Officer Restricted Stock Unit Agreement.
−Removed: Form of agreement used to award restricted stock units to Dale D.
−Removed: Johnson under the Graco Inc.
−Removed: 2019 Stock Incentive Plan.
−Removed: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 26, 2021.
+Added: (Incorporated by reference to Exhibit 10.18 to the Company’s 2024 Annual Report on Form 10-K.)
*10.16 Nonemployee Director Stock and Deferred Stock Program (2019 Restatement).
49 unchanged sentences
( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed December 16, 2022.
−Removed: 11 Statement of Computation of Earnings per share included in Note I on page 55
−Removed: 19 Insider Trading Policy
+Added: 11 Statement of Computation of Earnings per share included in Note 9 on page 56
+Added: 19 Insider Trading Policy Insider Trading Policy.
+Added: (Incorporated by reference to Exhibit 19 to the Company’s 2024 Annual Report on Form 10-K.)
21 Subsidiaries of the Company
5 unchanged sentences
97 Graco Inc.
−Removed: Incentive Recovery Policy (Incorporated by Reference to the Company's 2023 Annual Report on Form 10-K filed February 20, 2024.
+Added: Incentive Recovery Policy (Incorporated by Reference to the Company's 2023 Annual Report on Form 10-K .
101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language).
22 unchanged sentences
Black Director
−Removed: Carter Director
Etchart Director
2 unchanged sentences
Sheahan Director
+Added: Simon Director
Wheeler Director
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.