Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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. 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. 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
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control system was designed to provide reasonable assurance to management and the board of directors regarding the reliability of financial reporting and preparation of financial statements in accordance with generally accepted accounting principles.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 26, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on our assessment and those criteria, management believes the Company’s internal control over financial reporting is effective as of December 26, 2025.
The Company’s independent auditors have issued an attestation report on the Company’s internal control over financial reporting, which is included herein.
Changes in Internal Control Over Financial Reporting
During the fourth quarter, there was no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Graco Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Graco Inc. and subsidiaries (the “Company”) as of December 26, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
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.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
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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.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 17, 2026
Item 9B. Other Information
During the three months ended December 26, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information under the heading “Information About Our Executive Officers” in Part I of this Form 10-K and the information under the heading “Board of Directors” in our Company’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be held on April 24, 2026 (the “Proxy Statement”), is incorporated herein by reference.
Audit Committee Members and Audit Committee Financial Expert
The information under the heading “Committees of the Board of Directors” in our Company’s Proxy Statement is incorporated herein by reference.
Corporate Governance Guidelines, Committee Charters and Code of Ethics
Our Company has adopted Corporate Governance Guidelines and Charters for each of the Audit, Governance, and Management Organization and Compensation Committees of the Board of Directors. We have also issued a Code of Ethics and Business Conduct (“Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer, all officers, directors, and employees of Graco Inc. and all of its subsidiaries, representative offices and branches worldwide. The Corporate Governance Guidelines, Committee Charters, and Code of Ethics, with any amendments or waivers thereto, may be accessed free of charge by visiting the Graco website at www.graco.com.
Our Company intends to post on the Graco website any amendment to, or waiver from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions within four business days following the date of such amendment or waiver.
Insider Trading Arrangements and Policies
The information under the heading “Corporate Governance Documents—Insider Trading Policy and Procedures and Prohibition on Hedging and Pledging” in our Company’s Proxy Statement is incorporated herein by reference.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information contained under the headings “Equity Compensation Plan Information” and “Beneficial Ownership of Shares” in the Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accountant Fees and Services
The information under the headings “Independent Registered Public Accounting Firm Fees and Services” and “Pre-Approval Policies” in the Proxy Statement is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
Page
(1) Financial Statements
37
(2) Financial Statement Schedule
All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(3) Management Contract, Compensatory Plan or Arrangement. (See Exhibit Index)
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Those entries marked by an asterisk are Management Contracts, Compensatory Plans or Arrangements.
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Exhibit Index
Exhibit
Number
Description
3.1 Restated Articles of Incorporation as amended December 8, 2017. (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed December 8, 2017.)
3.2 Restated Bylaws as amended February 17, 2023. (Incorporated by reference to Exhibit 3.2 to the Company’s 2024 Annual Report on Form 10-K.)
4.1 Description of Our Securities. (Incorporated by reference to Exhibit 4.1 to the Company’s 2019 Annual Report on Form 10-K.)
*10.1 Graco Inc. Incentive Bonus Plan. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed September 19, 2019.)
*10.2 Graco Inc. 2015 Stock Incentive Plan. ( Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2015. )
*10.3 Graco Inc. Amended and Restated 2019 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 13, 2024.)
*10.4 Deferred Compensation Plan (2005 Statement) as amended and restated on April 4, 2005. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2005.) Second Amendment dated November 1, 2005. ( Incorporated by reference to Exhibit 10.8 to the Company’s 2005 Annual Report on Form 10-K. ) Third Amendment adopted on December 29, 2008. ( Incorporated by reference to Exhibit 10.8 to the Company’s 2008 Annual Report on Form 10-K .) Second Amendment dated October 25, 2012. ( Incorporated by reference to Exhibit 10.9 to the Company’s 2012 Annual Report on Form 10-K.)
*10.5 Graco Restoration Plan (2005 Statement). ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 29, 2006.) First Amendment adopted December 8, 2006. ( Incorporated by reference to Exhibit 10.12 to the Company’s 2006 Annual Report on Form 10-K .) Second Amendment adopted August 15, 2007. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 28, 2007. ) Third Amendment adopted March 27, 2008. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008 .) Fourth Amendment adopted December 29, 2008. (Incorporated by reference to Exhibit 10.11 to the Company’s 2008 Annual Report on Form 10-K. ) Fifth Amendment adopted September 16, 2010. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 24, 2010. ) Sixth Amendment adopted February 15, 2018 ( Incorporated by reference to Exhibit 10.7 to the Company’s 2017 Annual Report on Form 10-K. ) Seventh Amendment adopted December 6, 2018. ( Incorporated by reference to Exhibit 10.6 to the Company’s 2018 Annual Report on Form 10-K. )
*10.6 Graco Inc. Retirement Plan for Non-Employee Directors. ( Incorporated by reference to Exhibit 10.7 to the Company’s 2018 Annual Report on Form 10-K. ) (Initially filed by the Company in paper form as Attachment C to Item 5 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 29, 1991.) First Amendment adopted on December 29, 2008. ( Incorporated by reference to Exhibit 10.10 to the Company’s 2008 Annual Report on Form 10-K.)
*10.7 Stock Option Agreement. 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. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 24, 2016. )
*10.8 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2015 Stock Incentive Plan commencing in 2016. ( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016. )
*10.9 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2015 Stock Incentive Plan commencing in 2016. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016. )
*10.10 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc. 2019 Stock Incentive Plan commencing in 2019. ( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 28, 2019. )
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*10.11 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2019 Stock Incentive Plan commencing in 2020. ( Incorporated by reference to Exhibit 10.22 to the Company’s 2019 Annual Report on Form 10-K. )
*10.12 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2019 Stock Incentive Plan commencing in 2020. ( Incorporated by reference to Exhibit 10.21 to the Company’s 2019 Annual Report on Form 10-K. )
*10.13 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc. 2019 Stock Incentive Plan commencing in 2025. (Incorporated by reference to Exhibit 10.16 to the Company’s 2024 Annual Report on Form 10-K.)
*10.14 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2019 Stock Incentive Plan commencing in 2025. (Incorporated by reference to Exhibit 10.17 to the Company’s 2024 Annual Report on Form 10-K.)
*10.15 Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2019 Stock Incentive Plan commencing in 2025. (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). (I ncorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 28, 2019. )
*10.17 Key Employee Agreement. Form of agreement used with Chief Executive Officer and other executive officers. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 27, 2021. ) Key Employee Agreement. Form of agreement to be offered to all persons hired or promoted to be executive officers of the Company after November 30, 2023 where local legal requirements warrant a different form. (Incorporated by reference to Exhibit 10.18 to the Company's 2023 Annual Report on Form 10-K).
*10.18 Executive Group Long-Term Disability Policy as revised in 1995. ( Incorporated by reference to Exhibit 10.23 to the Company’s 2004 Annual Report on Form 10-K .) Enhanced by Supplemental Income Protection Plan in 2004. ( Incorporated by reference to Exhibit 10.28 to the Company’s 2007 Annual Report on Form 10-K. )
10.19 Amended and Restated Credit Agreement, dated March 25, 2021, among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 26, 2021. )
10.20 Amendment No. 1 to Amended and Restated Credit Agreement, dated May 23, 2023, among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed May 23, 2023.)
10.21 Amendment No. 2 to Amended and Restated Credit Agreement, dated June 8, 2023, among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed June 8, 2023.)
10.22 Amendment No. 3 to Amended and Restated Credit Agreement dated October 25, 2024, among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed October 25. 2024.)
10.23 Note Agreement, dated March 11, 2011, between Graco Inc. and the Purchasers listed on the Purchaser Schedule attached thereto, which includes as exhibits the form of Senior Notes. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 16, 2011. ) Amendment No. 1 dated May 23, 2011. ( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2011. ) Amendment and Restatement No. 1 to Note Agreement dated as of March 27, 2012. ( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed April 2, 2012. ) Amendment No. 2 dated as of June 26, 2014 to Note Agreement dated as of March 11, 2011. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 27, 2014. ) Amendment No. 3 dated as of December 15, 2016 to Note Agreement dated as of March 11, 2011. ( Incorporated by reference to Exhibit 10.28 to the Company ’ s 2016 Annual Report on Form 10-K. ) Amendment No. 4 dated May 23, 2017 to Note Agreement dated as of March 11, 2011. ( Incorporated by reference to Exhibit 10.1 to the Company ’ s 10-Q for the thirteen weeks ended June 30, 2017. ) Amendment No. 5 dated April 17, 2020 to Note Agreement dated as of March 11, 2011. ( Incorporated by reference to Exhibit 10.4 to the Company ’ s 10-Q for the thirteen weeks ended March 27, 2020 .)
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10.24 Master Note Agreement, dated January 29, 2020, between Graco Inc. and NYL Investors LLC. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 3, 2020. ) First Amendment to Master Note Agreement, dated December 16, 2022. ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed December 16, 2022. )
11 Statement of Computation of Earnings per share included in Note 9 on page 56
19 Insider Trading Policy Insider Trading Policy. (Incorporated by reference to Exhibit 19 to the Company’s 2024 Annual Report on Form 10-K.)
21 Subsidiaries of the Company
23 Independent Registered Public Accounting Firm’s Consent
24 Power of Attorney
31.1 Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32 Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of Title 18, U.S.C.
97 Graco Inc. 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).
104 Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
* Management Contracts, Compensatory Plans or Arrangements.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt of the Company and its subsidiaries are not filed as exhibits because the amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries. The Company agrees to furnish copies thereof to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary
None.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Graco Inc.
/s/ Mark W. Sheahan February 17, 2026
Mark W. Sheahan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Mark W. Sheahan February 17, 2026
Mark W. Sheahan
President and Chief Executive Officer
(Principal Executive Officer)
/s/ David M. Lowe February 17, 2026
David M. Lowe
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Christopher D. Knutson February 17, 2026
Christopher D. Knutson
Vice President, Controller & Chief Accounting Officer
(Principal Accounting Officer)
J. Kevin Gilligan Director, Chairman of the Board
Heather L. Anfang Director
Archie C. Black Director
Eric P. Etchart Director
Jody H. Feragen Director
Martha A. Morfitt Director
Mark W. Sheahan Director
Andrea H. Simon Director
Kevin J. Wheeler Director
Mark W. Sheahan, by signing his name hereto, does hereby sign this document on behalf of himself and each of the above named directors of the Registrant pursuant to powers of attorney duly executed by such persons.
/s/ Mark W. Sheahan February 17, 2026
Mark W. Sheahan
(For himself and as attorney-in-fact)
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