株探米国株
英語
エドガーで原本を確認する
FALSE0000042888--12-262025Q3xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesggg:segmentxbrli:pureiso4217:EUR00000428882024-12-282025-09-2600000428882025-10-0800000428882025-06-282025-09-2600000428882024-06-292024-09-2700000428882023-12-302024-09-2700000428882025-09-2600000428882024-12-2700000428882023-12-2900000428882024-09-270000042888us-gaap:CommonStockMember2025-06-270000042888us-gaap:AdditionalPaidInCapitalMember2025-06-270000042888us-gaap:RetainedEarningsMember2025-06-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-2700000428882025-06-270000042888us-gaap:CommonStockMember2025-06-282025-09-260000042888us-gaap:AdditionalPaidInCapitalMember2025-06-282025-09-260000042888us-gaap:RetainedEarningsMember2025-06-282025-09-260000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-282025-09-260000042888us-gaap:CommonStockMember2025-09-260000042888us-gaap:AdditionalPaidInCapitalMember2025-09-260000042888us-gaap:RetainedEarningsMember2025-09-260000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-260000042888us-gaap:CommonStockMember2024-12-270000042888us-gaap:AdditionalPaidInCapitalMember2024-12-270000042888us-gaap:RetainedEarningsMember2024-12-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-270000042888us-gaap:CommonStockMember2024-12-282025-09-260000042888us-gaap:AdditionalPaidInCapitalMember2024-12-282025-09-260000042888us-gaap:RetainedEarningsMember2024-12-282025-09-260000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-282025-09-260000042888us-gaap:CommonStockMember2024-06-280000042888us-gaap:AdditionalPaidInCapitalMember2024-06-280000042888us-gaap:RetainedEarningsMember2024-06-280000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-2800000428882024-06-280000042888us-gaap:CommonStockMember2024-06-292024-09-270000042888us-gaap:AdditionalPaidInCapitalMember2024-06-292024-09-270000042888us-gaap:RetainedEarningsMember2024-06-292024-09-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-292024-09-270000042888us-gaap:CommonStockMember2024-09-270000042888us-gaap:AdditionalPaidInCapitalMember2024-09-270000042888us-gaap:RetainedEarningsMember2024-09-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-270000042888us-gaap:CommonStockMember2023-12-290000042888us-gaap:AdditionalPaidInCapitalMember2023-12-290000042888us-gaap:RetainedEarningsMember2023-12-290000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-290000042888us-gaap:CommonStockMember2023-12-302024-09-270000042888us-gaap:AdditionalPaidInCapitalMember2023-12-302024-09-270000042888us-gaap:RetainedEarningsMember2023-12-302024-09-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-302024-09-270000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2025-06-282025-09-260000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2024-06-292024-09-270000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2024-12-282025-09-260000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2023-12-302024-09-270000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2025-06-282025-09-260000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2024-06-292024-09-270000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2024-12-282025-09-260000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2023-12-302024-09-270000042888us-gaap:OperatingSegmentsMemberggg:ExpansionMarketsMember2025-06-282025-09-260000042888us-gaap:OperatingSegmentsMemberggg:ExpansionMarketsMember2024-06-292024-09-270000042888us-gaap:OperatingSegmentsMemberggg:ExpansionMarketsMember2024-12-282025-09-260000042888us-gaap:OperatingSegmentsMemberggg:ExpansionMarketsMember2023-12-302024-09-270000042888us-gaap:OperatingSegmentsMember2025-06-282025-09-260000042888us-gaap:OperatingSegmentsMember2024-06-292024-09-270000042888us-gaap:OperatingSegmentsMember2024-12-282025-09-260000042888us-gaap:OperatingSegmentsMember2023-12-302024-09-270000042888us-gaap:CorporateNonSegmentMember2025-06-282025-09-260000042888us-gaap:CorporateNonSegmentMember2024-06-292024-09-270000042888us-gaap:CorporateNonSegmentMember2024-12-282025-09-260000042888us-gaap:CorporateNonSegmentMember2023-12-302024-09-270000042888country:US2025-06-282025-09-260000042888country:US2024-06-292024-09-270000042888country:US2024-12-282025-09-260000042888country:US2023-12-302024-09-270000042888us-gaap:NonUsMember2025-06-282025-09-260000042888us-gaap:NonUsMember2024-06-292024-09-270000042888us-gaap:NonUsMember2024-12-282025-09-260000042888us-gaap:NonUsMember2023-12-302024-09-270000042888country:US2025-09-260000042888country:US2024-12-270000042888us-gaap:NonUsMember2025-09-260000042888us-gaap:NonUsMember2024-12-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-06-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2025-06-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-06-282025-09-260000042888us-gaap:AccumulatedTranslationAdjustmentMember2025-06-282025-09-260000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-09-260000042888us-gaap:AccumulatedTranslationAdjustmentMember2025-09-260000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2024-12-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-282025-09-260000042888us-gaap:AccumulatedTranslationAdjustmentMember2024-12-282025-09-260000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-06-280000042888us-gaap:AccumulatedTranslationAdjustmentMember2024-06-280000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-06-292024-09-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2024-06-292024-09-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-09-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2024-09-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-290000042888us-gaap:AccumulatedTranslationAdjustmentMember2023-12-290000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-302024-09-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2023-12-302024-09-270000042888us-gaap:EmployeeStockOptionMember2024-12-282025-09-260000042888us-gaap:EmployeeStockOptionMember2023-12-302024-09-270000042888us-gaap:EmployeeStockMember2024-12-282025-09-260000042888us-gaap:EmployeeStockMember2023-12-302024-09-270000042888us-gaap:PensionPlansDefinedBenefitMember2025-06-282025-09-260000042888us-gaap:PensionPlansDefinedBenefitMember2024-06-292024-09-270000042888us-gaap:PensionPlansDefinedBenefitMember2024-12-282025-09-260000042888us-gaap:PensionPlansDefinedBenefitMember2023-12-302024-09-270000042888us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-06-282025-09-260000042888us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-06-292024-09-270000042888us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-12-282025-09-260000042888us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-12-302024-09-270000042888us-gaap:CustomerRelationshipsMember2025-09-260000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2025-09-260000042888us-gaap:TrademarksAndTradeNamesMember2025-09-260000042888us-gaap:TradeNamesMember2025-09-260000042888us-gaap:CustomerRelationshipsMember2024-12-282025-09-260000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2024-12-282025-09-260000042888us-gaap:TrademarksAndTradeNamesMember2024-12-282025-09-260000042888us-gaap:TradeNamesMember2024-12-282025-09-260000042888us-gaap:CustomerRelationshipsMember2024-12-270000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2024-12-270000042888us-gaap:TrademarksAndTradeNamesMember2024-12-270000042888us-gaap:TradeNamesMember2024-12-270000042888us-gaap:CustomerRelationshipsMember2023-12-302024-12-270000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2023-12-302024-12-270000042888us-gaap:TrademarksAndTradeNamesMember2023-12-302024-12-270000042888us-gaap:TradeNamesMember2023-12-302024-12-2700000428882023-12-302024-12-270000042888ggg:ContractorMember2024-12-270000042888ggg:IndustrialMember2024-12-270000042888ggg:ExpansionMarketsMember2024-12-270000042888ggg:ContractorMember2024-12-282025-09-260000042888ggg:IndustrialMember2024-12-282025-09-260000042888ggg:ExpansionMarketsMember2024-12-282025-09-260000042888ggg:ContractorMember2025-09-260000042888ggg:IndustrialMember2025-09-260000042888ggg:ExpansionMarketsMember2025-09-260000042888us-gaap:FairValueInputsLevel2Member2025-09-260000042888us-gaap:FairValueInputsLevel2Member2024-12-270000042888us-gaap:FairValueInputsLevel3Member2025-09-260000042888us-gaap:FairValueInputsLevel3Member2024-12-270000042888ggg:CorobS.p.A.Member2024-11-042024-11-040000042888ggg:CorobS.p.A.Member2024-11-040000042888us-gaap:TradeNamesMemberggg:CorobS.p.A.Member2024-11-040000042888ggg:CorobS.p.A.Memberus-gaap:CustomerRelationshipsMember2024-11-040000042888ggg:CorobS.p.A.Memberus-gaap:DevelopedTechnologyRightsMember2024-11-040000042888ggg:CorobS.p.A.Memberus-gaap:OrderOrProductionBacklogMember2024-11-040000042888ggg:CorobS.p.A.Member2025-06-282025-09-260000042888ggg:CorobS.p.A.Member2024-06-292024-09-270000042888ggg:CorobS.p.A.Member2024-12-282025-09-260000042888ggg:CorobS.p.A.Member2023-12-302024-09-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 26, 2025
OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to

Commission File Number:  001-09249
GRACO INC.
(Exact name of registrant as specified in its charter)     
 
Minnesota 41-0285640
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)     
 
88 - 11th Avenue N.E.
Minneapolis, Minnesota 55413
(Address of principal executive offices)     (Zip Code)     
(612) 623-6000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1.00 per share GGG The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No

165,794,118 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding as of October 8, 2025.



TABLE OF CONTENTS 
  Page
PART I - FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II - OTHER INFORMATION
Item 1A.
Item 2.
Item 5.
Item 6.
2

PART I     Item 1.
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In thousands except per share amounts)
  Three Months Ended Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net Sales $ 543,358  $ 519,212  $ 1,643,448  $ 1,564,644 
Cost of products sold 254,133  243,082  776,960  721,463 
Gross Profit 289,225  276,130  866,488  843,181 
Product development 20,251  21,306  60,357  65,076 
Selling, marketing and distribution 68,019  65,143  203,567  200,773 
General and administrative 50,295  43,958  150,407  137,252 
Contingent consideration (14,061) —  (14,061) — 
Operating Earnings 164,721  145,723  466,218  440,080 
Interest expense 711  656  2,079  2,034 
Other income, net (4,450) (6,225) (14,003) (18,756)
Earnings Before Income Taxes 168,460  151,292  478,142  456,802 
Income taxes 30,832  29,095  88,790  79,426 
Net Earnings $ 137,628  $ 122,197  $ 389,352  $ 377,376 
Net Earnings per Common Share
Basic
$ 0.83  $ 0.72  $ 2.34  $ 2.24 
Diluted
$ 0.82  $ 0.71  $ 2.30  $ 2.19 
See notes to consolidated financial statements.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (In thousands)
  Three Months Ended Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net Earnings $ 137,628  $ 122,197  $ 389,352  $ 377,376 
Components of other comprehensive income
Cumulative translation adjustment
1,501  19,491  78,387  (26)
Pension and postretirement medical
liability adjustment
808  (268) 534  1,954 
Income taxes - pension and postretirement
medical liability adjustment
(235) 66  (178) (523)
Other comprehensive income 2,074  19,289  78,743  1,405 
Comprehensive Income $ 139,702  $ 141,486  $ 468,095  $ 378,781 
See notes to consolidated financial statements.
3

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands)
September 26,
2025
December 27,
2024
ASSETS
Current Assets
Cash and cash equivalents $ 618,662  $ 675,336 
Accounts receivable, less allowances of $5,900 and $6,000
389,314  362,533 
Inventories 426,809  404,676 
Other current assets 52,803  54,896 
Total current assets 1,487,588  1,497,441 
Property, Plant and Equipment, net 762,499  771,656 
Goodwill 560,490  487,468 
Other Intangible Assets, net 271,093  233,306 
Operating Lease Assets 25,483  19,678 
Deferred Income Taxes 38,121  46,910 
Other Assets 87,676  82,753 
Total Assets $ 3,232,950  $ 3,139,212 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable to banks $ 35,127  $ 28,537 
Current portion of long-term debt 1,615  — 
Trade accounts payable 81,103  60,816 
Salaries and incentives 67,577  58,169 
Dividends payable 45,539  46,558 
Other current liabilities 236,817  211,728 
Total current liabilities 467,778  405,808 
Retirement Benefits and Deferred Compensation 83,131  80,381 
Operating Lease Liabilities 17,434  12,278 
Deferred Income Taxes 44,799  37,822 
Other Non-current Liabilities 10,808  18,788 
Shareholders’ Equity
Common stock 165,774  169,394 
Additional paid-in-capital 984,038  955,051 
Retained earnings 1,430,019  1,509,264 
Accumulated other comprehensive income (loss) 29,169  (49,574)
Total shareholders’ equity 2,609,000  2,584,135 
Total Liabilities and Shareholders’ Equity $ 3,232,950  $ 3,139,212 
See notes to consolidated financial statements.
4

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
  Nine Months Ended
  September 26,
2025
September 27,
2024
Cash Flows From Operating Activities
Net Earnings $ 389,352  $ 377,376 
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 75,744  62,054 
Deferred income taxes 4,692  14,646 
Share-based compensation 24,495  27,312 
Gain on sale of building (4,737) (1,216)
Contingent consideration (14,061) — 
Change in
Accounts receivable (6,470) (460)
Inventories 19,671  (1,871)
Trade accounts payable 11,952  (2,133)
Salaries and incentives 2,146  (9,901)
Retirement benefits and deferred compensation (769) 4,525 
Other accrued liabilities (14,024) (27,977)
Other (729) (5,869)
Net cash provided by operating activities 487,262  436,486 
Cash Flows From Investing Activities
Property, plant and equipment additions (33,646) (92,788)
Proceeds from sale of building 11,182  5,630 
Acquisition of businesses, net of cash acquired (70,107) (7,750)
Other (2,215) (308)
Net cash used in investing activities (94,786) (95,216)
Cash Flows From Financing Activities
Borrowings (payments) on short-term lines of credit, net 5,912  (338)
Common stock issued 35,618  50,002 
Common stock repurchased (360,952) (31,350)
Taxes paid related to net share settlement of equity awards (3,833) (4,612)
Cash dividends paid (137,764) (129,026)
Net cash used in financing activities (461,019) (115,324)
Effect of exchange rate changes on cash 11,869  556 
Net (decrease) increase in cash and cash equivalents (56,674) 226,502 
Cash and Cash Equivalents
Beginning of year 675,336  537,951 
End of period $ 618,662  $ 764,453 
See notes to consolidated financial statements.
5

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited) (In thousands)

Common
Stock
Additional
Paid-In
Capital
Retained Earnings Accumulated Other Comprehensive (Loss) Income Total
Three Months Ended September 26, 2025
Balance, June 27, 2025 $ 165,637  $ 970,332  $ 1,337,956  $ 27,095  $ 2,501,020 
Shares issued (canceled) 137  6,888  —  —  7,025 
Shares repurchased —  —  —  —  — 
Stock compensation cost —  7,542  —  —  7,542 
Restricted stock canceled (issued) —  (724) —  —  (724)
Net earnings —  —  137,628  —  137,628 
Dividends declared ($0.275 per share)
—  —  (45,565) —  (45,565)
Other comprehensive income —  —  —  2,074  2,074 
Balance, September 26, 2025 $ 165,774  $ 984,038  $ 1,430,019  $ 29,169  $ 2,609,000 
Nine Months Ended September 26, 2025
Balance, December 27, 2024 $ 169,394  $ 955,051  $ 1,509,264  $ (49,574) $ 2,584,135 
Shares issued 764  31,745  —  —  32,509 
Shares repurchased (4,384) (24,714) (331,854) —  (360,952)
Stock compensation cost —  22,680  —  —  22,680 
Restricted stock canceled (issued) —  (724) —  —  (724)
Net earnings —  —  389,352  —  389,352 
Dividends declared ($0.825 per share)
—  —  (136,743) —  (136,743)
Other comprehensive income —  —  —  78,743  78,743 
Balance, September 26, 2025 $ 165,774  $ 984,038  $ 1,430,019  $ 29,169  $ 2,609,000 
Three Months Ended September 27, 2024
Balance, June 28, 2024 $ 168,927  $ 922,203  $ 1,380,234  $ (52,879) $ 2,418,485 
Shares issued 77  3,124  —  —  3,201 
Shares repurchased (175) (1,104) (12,308) —  (13,587)
Stock compensation cost —  6,701  —  —  6,701 
Net earnings —  —  122,197  —  122,197 
Dividends declared ($0.255 per share)
—  —  (42,992) —  (42,992)
Other comprehensive income —  —  —  19,289  19,289 
Balance, September 27, 2024 $ 168,829  $ 930,924  $ 1,447,131  $ (33,590) $ 2,513,294 
Nine Months Ended September 27, 2024
Balance, December 29, 2023 $ 167,946  $ 863,336  $ 1,227,938  $ (34,995) $ 2,224,225 
Shares issued 1,282  44,108  —  —  45,390 
Shares repurchased (399) (2,049) (28,902) —  (31,350)
Stock compensation cost —  25,529  —  —  25,529 
Net earnings —  —  377,376  —  377,376 
Dividends declared ($0.765 per share)
—  —  (129,281) —  (129,281)
Other comprehensive income —  —  —  1,405  1,405 
Balance, September 27, 2024 $ 168,829  $ 930,924  $ 1,447,131  $ (33,590) $ 2,513,294 
See notes to consolidated financial statements.
6

GRACO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Preparation

The consolidated balance sheet of Graco Inc. and subsidiaries (the “Company”) as of September 26, 2025 and the related statements of earnings, comprehensive income and shareholders' equity for the three and nine months ended September 26, 2025 and September 27, 2024, and cash flows for the nine months ended September 26, 2025 and September 27, 2024 have been prepared by the Company and have not been audited.

In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 26, 2025, and the results of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024 (the "2024 Annual Report").

The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year. Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year presentation.

2. Segment Information

Effective January 1, 2025, the Company began to classify its business into three reportable segments: Contractor, Industrial and Expansion Markets. The Industrial segment consists of the newly formed Industrial Division and the Powder Division. The Company’s former Industrial and Lubrication Equipment Divisions, along with the Process Transfer Equipment business that was part of the Company’s former Process Division, were combined to form the new global Industrial Division. The Powder Division remains unchanged. The Expansion Markets segment consists of the Expansion Markets Division. The Company’s environmental, semiconductor, high-pressure valves and electric motors businesses, together with select future ventures and acquisitions, reside within this division. The Contractor segment, consisting of the Contractor Division, remains unchanged as a reportable segment relative to prior periods. Prior year segment information has been recast to conform to the current organizational structure.

Segment information follows (in thousands): 
  Three Months Ended Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Contractor
Net Sales $ 262,428  $ 242,295  $ 806,419  $ 741,975 
Cost of products sold 134,398  117,932  415,820  356,764 
Gross Profit 128,030  124,363  390,599  385,211 
Operating expenses 60,157  53,310  185,307  163,656 
Contractor Operating Earnings $ 67,873  $ 71,053  $ 205,292  $ 221,555 
Industrial
Net Sales $ 238,591  $ 235,875  $ 712,521  $ 702,613 
Cost of products sold 98,121  101,797  295,996  298,398 
Gross Profit 140,470  134,078  416,525  404,215 
Operating expenses 59,737  56,540  173,825  172,023 
Industrial Operating Earnings $ 80,733  $ 77,538  $ 242,700  $ 232,192 
7

Expansion Markets
Net Sales $ 42,339  $ 41,042  $ 124,508  $ 120,056 
Cost of products sold 20,139  21,821  59,868  61,021 
Gross Profit 22,200  19,221  64,640  59,035 
Operating expenses 11,811  11,946  35,357  36,574 
Expansion Markets Operating Earnings $ 10,389  $ 7,275  $ 29,283  $ 22,461 
Reportable Segment Operating Earnings Total $ 158,995  $ 155,866  $ 477,275  $ 476,208 
Unallocated corporate expense 8,335  10,143  25,118  36,128 
Contingent consideration (14,061) —  (14,061) — 
Operating Earnings 164,721  145,723  466,218  440,080 
Interest expense 711  656  2,079  2,034 
Other income, net (4,450) (6,225) (14,003) (18,756)
Earnings Before Income Taxes $ 168,460  $ 151,292  $ 478,142  $ 456,802 

Geographic information follows (in thousands):
  Three Months Ended Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net Sales (based on customer location)
United States
$ 293,517  $ 289,553  $ 881,101  $ 872,480 
Other countries
249,841  229,659  762,347  692,164 
Total
$ 543,358  $ 519,212  $ 1,643,448  $ 1,564,644 

  September 26,
2025
December 27,
2024
Long-lived Assets
United States
$ 607,876  $ 635,698 
Other countries
154,623  135,958 
Total
$ 762,499  $ 771,656 

3. Inventories

Major components of inventories were as follows (in thousands):
September 26,
2025
December 27,
2024
Finished products and components $ 197,904  $ 197,242 
Products and components in various stages of completion 133,397  114,647 
Raw materials and purchased components 212,602  214,902 
Subtotal 543,903  526,791 
Reduction to LIFO cost (117,094) (122,115)
Total $ 426,809  $ 404,676 

8

4. Shareholders’ Equity

Changes in components of accumulated other comprehensive income (loss), net of tax were as follows (in thousands):

Pension and
Post-retirement
Medical
Cumulative
Translation
Adjustment
Total
Three Months Ended September 26, 2025
Balance, June 27, 2025 $ (13,362) $ 40,457  $ 27,095 
Other comprehensive income (loss) before reclassifications —  1,501  1,501 
Reclassified to pension cost and deferred tax 573  —  573 
Balance, September 26, 2025 $ (12,789) $ 41,958  $ 29,169 

Nine Months Ended September 26, 2025
Balance, December 27, 2024 $ (13,145) $ (36,429) $ (49,574)
Other comprehensive income (loss) before reclassifications —  78,387  78,387 
Reclassified to pension cost and deferred tax 356  —  356 
Balance, September 26, 2025 $ (12,789) $ 41,958  $ 29,169 

Three Months Ended September 27, 2024
Balance, June 28, 2024 $ (29,379) $ (23,500) $ (52,879)
Other comprehensive income (loss) before reclassifications —  19,491  19,491 
Reclassified to pension cost and deferred tax (202) —  (202)
Balance, September 27, 2024 $ (29,581) $ (4,009) $ (33,590)

Nine Months Ended September 27, 2024
Balance, December 29, 2023 $ (31,012) $ (3,983) $ (34,995)
Other comprehensive income (loss) before reclassifications —  (26) (26)
Reclassified to pension cost and deferred tax 1,431  —  1,431 
Balance, September 27, 2024 $ (29,581) $ (4,009) $ (33,590)
Amounts related to pension and post-retirement medical adjustments are reclassified to non-service components of pension cost that are included within other income, net.

5. Share-Based Awards

Options on common shares granted and outstanding, as well as the weighted average exercise price, are shown below (in thousands, except exercise prices):
Option
Shares
Weighted Average
Exercise Price
Options
Exercisable
Weighted Average
Exercise Price
Outstanding, December 27, 2024 9,139  $ 55.60  6,582  $ 47.16 
Granted 963  85.93 
Exercised (533) 30.99 
Canceled (85) 75.44 
Outstanding, September 26, 2025 9,484  $ 59.87  6,786  $ 51.64 

The Company recognized year-to-date share-based compensation of $25 million in 2025 and $27 million in 2024. As of September 26, 2025, there was $22 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of 2.6 years.

9

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and results:
  Nine Months Ended
  September 26,
2025
September 27,
2024
Expected life in years
6.6 6.6
Interest rate
4.4  % 4.2  %
Volatility
26.2  % 26.3  %
Dividend yield
1.3  % 1.1  %
Weighted average fair value per share
$ 26.80  $ 28.03 

Under the Company’s Employee Stock Purchase Plan, the Company issued 257,000 shares in 2025 and 330,000 shares in 2024. The fair value of the employees’ purchase rights under this plan was estimated on the date of grant. The benefit of the 15 percent discount from the lesser of the fair market value per common share on the first day and the last day of the plan year was added to the fair value of the employees’ purchase rights determined using the Black-Scholes option pricing model with the following assumptions and results:
  Nine Months Ended
  September 26,
2025
September 27,
2024
Expected life in years
1.0 1.0
Interest rate
4.1  % 4.9  %
Volatility
19.6  % 24.2  %
Dividend yield
1.3  % 1.1  %
Weighted average fair value per share
$ 19.65  $ 23.16 

6. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
  Three Months Ended Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net earnings available to common shareholders
$ 137,628  $ 122,197  $ 389,352  $ 377,376 
Weighted average shares outstanding for basic earnings per share 165,733  168,810  166,693  168,800 
Dilutive effect of stock options computed using the treasury stock method and the average market price 2,890  3,301  2,896  3,548 
Weighted average shares outstanding for diluted earnings per share 168,623  172,111  169,589  172,348 
Basic earnings per share
$ 0.83  $ 0.72  $ 2.34  $ 2.24 
Diluted earnings per share
$ 0.82  $ 0.71  $ 2.30  $ 2.19 
Anti-dilutive shares not included in diluted earnings per share computation 1,825  1,154  1,827  3,293 

10

7. Retirement Benefits

The components of net periodic benefit cost for retirement benefit plans were as follows (in thousands):
  Three Months Ended Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Pension Benefits
Service cost
$ 1,162  $ 1,102  $ 3,454  $ 3,822 
Interest cost
2,375  2,256  7,086  6,890 
Expected return on assets
(2,917) (2,543) (8,724) (7,610)
Amortization and other
(218) 835  148  2,478 
Net periodic benefit cost
$ 402  $ 1,650  $ 1,964  $ 5,580 
Postretirement Medical
Service cost
$ 76  $ 91  $ 229  $ 258 
Interest cost
285  305  854  861 
Amortization
(68) 53  (204) — 
Net periodic benefit cost
$ 293  $ 449  $ 879  $ 1,119 

8. Receivables and Credit Losses

Accounts receivable includes trade receivables of $373 million and other receivables of $16 million as of September 26, 2025 and $348 million and $15 million of trade receivables and other receivables, respectively, as of December 27, 2024.

Allowance for Credit Losses

Following is a summary of activity for credit losses (in thousands):
Three Months Ended Nine Months Ended
September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Balance, beginning $ 5,331  $ 4,885  $ 4,973  $ 4,655 
(Reversals) additions charged to costs and expenses (47) 233  46  738 
Deductions from reserves (1)
(152) (295) (157) (462)
Other additions (2)
118  275  10 
Balance, ending $ 5,137  $ 4,941  $ 5,137  $ 4,941 

(1)    Represents amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.
(2) Includes effects of foreign currency translation.


11

9. Intangible Assets

Components of other intangible assets were as follows (dollars in thousands):
Finite Life Indefinite Life
Customer
Relationships
Patents and
Proprietary
Technology
Trademarks,
Trade Names
and Other
Trade
Names
Total
As of September 26, 2025
Cost
$ 290,256  $ 37,805  $ 5,447  $ 101,231  $ 434,739 
Accumulated amortization
(159,346) (9,494) (1,365) —  (170,205)
Foreign currency translation (1,686) 1,206  —  7,039  6,559 
Book value
$ 129,224  $ 29,517  $ 4,082  $ 108,270  $ 271,093 
Weighted average life in years
14 9 2 N/A
As of December 27, 2024
Cost
$ 270,910  $ 34,731  $ 3,756  $ 95,091  $ 404,488 
Accumulated amortization
(143,689) (10,534) (1,478) —  (155,701)
Foreign currency translation (12,102) (1,182) (79) (2,118) (15,481)
Book value
$ 115,119  $ 23,015  $ 2,199  $ 92,973  $ 233,306 
Weighted average life in years
14 9 3 N/A

Amortization of intangibles for the third quarter was $7 million in 2025 and $5 million in 2024, and for the year to date was $20 million in 2025 and $13 million in 2024. Estimated annual amortization expense based on the current carrying amount of other intangible assets is as follows (in thousands):
2025 (Remainder) 2026 2027 2028 2029 Thereafter
Estimated Amortization Expense $ 5,829  $ 21,682  $ 17,898  $ 14,680  $ 14,076  $ 88,658 

Changes in the carrying amount of goodwill for each reportable segment were as follows (in thousands): 
Contractor Industrial Expansion Markets Total
Balance, December 27, 2024 $ 198,038  $ 217,698  $ 71,732  $ 487,468 
Adjustments from business acquisitions 1,164  43,058  (266) 43,956 
Foreign currency translation 16,653  12,413  —  29,066 
Balance, September 26, 2025 $ 215,855  $ 273,169  $ 71,466  $ 560,490 


12

10. Other Current Liabilities
Components of other current liabilities were as follows (in thousands):
September 26,
2025
December 27,
2024
Accrued self-insurance retentions
$ 8,172  $ 8,240 
Accrued warranty and service liabilities
20,420  18,712 
Accrued trade promotions
8,302  11,086 
Payable for employee stock purchases
11,413  16,767 
Customer advances and deferred revenue
103,418  52,522 
Income taxes payable
8,659  8,102 
Tax payable, other 12,007  14,557 
Right of return refund liability 14,254  15,557 
Operating lease liabilities, current 9,001  7,838 
Acquisition-related consideration payable —  10,339 
Other
41,171  48,008 
Total
$ 236,817  $ 211,728 

A liability is established for estimated future warranty and service claims that relate to current and prior period sales. The Company estimates warranty costs based on historical claim experience and other factors, including evaluating specific product warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):
Balance, December 27, 2024 $ 18,712 
Assumed in business acquisition 117 
Charged to expense 9,745 
Margin on parts sales reversed 4,983 
Reductions for claims settled (13,137)
Balance, September 26, 2025 $ 20,420 

Customer Advances and Deferred Revenue

Revenue is deferred when cash payments are received or due in advance of performance, including amounts which are refundable. This is also the case for services associated with certain product sales. During the three and nine months ended September 26, 2025, we recognized $4 million and $50 million, respectively, that was included in deferred revenue at December 27, 2024. During the three and nine months ended September 27, 2024, we recognized $8 million and $50 million, respectively, that was included in deferred revenue at December 29, 2023.

11. Fair Value

Assets and liabilities measured at fair value on a recurring basis and fair value measurement level were as follows (in thousands):
Level    September 26,
2025
December 27,
2024
Assets
Cash surrender value of life insurance 2 $ 27,698  $ 24,411 
Forward exchange contracts 2 —  116 
Total assets at fair value $ 27,698  $ 24,527 
Liabilities
Contingent consideration 3 $ 1,639  $ 14,647 
Deferred compensation 2 7,952  8,196 
Forward exchange contracts 2 207  — 
Total liabilities at fair value $ 9,798  $ 22,843 

13

Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred compensation plans. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds.

Contingent consideration liabilities represent the estimated value (using a probability-weighted expected return approach) of future payments to be made to previous owners of certain acquired businesses based on future revenues. In the third quarter of 2025, the Company recognized a $14 million gain from the reduction in fair value of contingent consideration related to the acquisition of Corob S.p.A. ("Corob") in 2024.

The fair value of variable rate borrowings approximates carrying value. The Company uses significant other observable inputs to estimate fair value (level 2 of the fair value hierarchy) based on the present value of future cash flows and rates that would be available for issuance of debt with similar terms and remaining maturities.

12. Acquisitions

On November 4, 2024, the Company acquired Corob for €230 million in cash, subject to normal post-closing purchase price adjustments, with up to €30 million in additional contingent consideration. As of September 26, 2025, the purchase price allocation remains preliminary as the Company completes its assessment, principally related to income taxes.

The total purchase consideration consisted of the following (in thousands):
Cash paid $ 276,188 
Contingent consideration 14,498 
Total purchase consideration $ 290,686 

Preliminary purchase consideration was allocated to assets acquired and liabilities assumed based on estimated fair values as follows (in thousands):
Cash and cash equivalents $ 30,899 
Accounts receivable 28,120 
Inventories 26,119 
Other current assets 18,515 
Property, plant and equipment 16,619 
Other non-current assets 5,854 
Identifiable intangible assets 131,240 
Goodwill 127,252 
Current liabilities (52,968)
Deferred income taxes, net (33,474)
Other non-current liabilities (7,490)
Total net assets acquired $ 290,686 

Goodwill recognized from the Corob acquisition primarily reflects an intangible asset that does not qualify for separate recognition. None of the goodwill acquired with Corob is deductible for tax purposes.

Identifiable intangible assets and estimated useful life are as follows (in thousands):
Estimated Life (years)
Trade name $ 32,458  Indefinite
Customer relationship 76,169  15
Developed technology 20,557  10
Backlog 2,056  0.5
Total identifiable intangibles assets $ 131,240 

14

The following unaudited pro forma information provides the results of operations for the periods ended September 26, 2025 and September 27, 2024, as if the acquisition of Corob had been completed at the beginning of fiscal year 2023 (in thousands, except per share amounts):
Three Months Ended Nine Months Ended
September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net sales $ 543,358  $ 547,548  $ 1,643,448  $ 1,660,820 
Net earnings 137,628  121,935  390,887  379,689 
Earnings per share
Basic $ 0.83  $ 0.72  $ 2.34  $ 2.25 
Diluted $ 0.82  $ 0.71  $ 2.30  $ 2.20 

Unaudited pro forma information has been provided for comparative purposes only and the information does not necessarily reflect what the combined company's results of operations would have been had the Corob acquisition occurred at the beginning of 2023. It also may not be useful in predicting the future results of operations of the combined company.

The Company completed another acquisition in 2024 that was not material to the consolidated financial statements.

In the third quarter of 2025, the Company completed the acquisition of Color Service s.r.l. for approximately $77 million of purchase consideration, and its results have been included within the Powder Division in the Industrial Segment.
15

Item 2. GRACO INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and coating materials. Management classifies the Company’s business into three reportable segments: Contractor, Industrial and Expansion Markets. Key strategies include developing and marketing new products, leveraging products and technologies into additional, growing end-user markets, expanding distribution globally and completing strategic acquisitions that provide additional channels and technologies.

The following Management’s Discussion and Analysis reviews significant factors affecting the Company’s results of operations and financial condition. This discussion should be read in conjunction with the financial statements and the accompanying notes to the financial statements.

Global Trade Uncertainty

Our operations, supply chain and financial performance are directly impacted by evolving global trade policies and tariffs as well as associated geopolitical tensions. Our global operating footprint and worldwide sales reach expose us to risks associated with trade conflicts between the U.S. and its trading partners. Escalating global trade conflicts have resulted in, and their further escalation could result in additional inflationary costs to manufacture, assemble and export our products. We may be required to further increase prices to our customers, which may reduce demand, or if we do not or are unable to increase prices without reducing demand, we will experience reduced profitability. Continued geopolitical issues may cause customers outside of the U.S. seeking to source products from local suppliers. We continue to analyze the impact of these global tariffs on our business and we are working to mitigate the impact of tariffs through pricing and sourcing strategies. We cannot be sure these strategies will effectively mitigate the impact of these costs and if we are unable to do so or if demand for our products otherwise decreases, we expect these new tariffs will have a material impact on our results of operations in fiscal year 2025.

Consolidated Results

A summary of financial results follows (in millions except per share amounts):
  Three Months Ended     Nine Months Ended
  Sep 26,
2025
Sep 27,
2024
%
 Change
Sep 26,
2025
Sep 27,
2024
%
 Change
Net Sales
$ 543.4  $ 519.2  % $ 1,643.4  $ 1,564.6  %
Operating Earnings
164.7  145.7  13  % 466.2  440.1  %
Net Earnings
137.6  122.2  13  % 389.4  377.4  %
Net Earnings, adjusted (1)
122.8  122.2  —  % 370.2  367.1  %
Diluted Net Earnings per Common Share
$ 0.82  $ 0.71  15  % $ 2.30  $ 2.19  %
Diluted Net Earnings per Common Share, adjusted (1)
$ 0.73  $ 0.71  % $ 2.18  $ 2.13  %
(1) See below for a reconciliation of adjusted non-GAAP financial measures to GAAP.
Net sales for the third quarter increased 5 percent. Incremental sales from acquired operations contributed 6 percentage points of sales growth.
The gross profit margin rate was flat for the third quarter as price realization and favorable product and channel mix offset higher product costs and the unfavorable effects of lower margin rates from acquired operations.
Operating expenses for the third quarter decreased 5 percent and included a non-cash gain of $14 million from the reduction in fair value of acquisition-related contingent consideration.
16

Net earnings increased 13 percent for the third quarter. Adjusted net earnings were flat, as higher sales offset increased operating expenses and lower non-operating income.
Excluding the impact of excess tax benefits from stock option exercises and contingent consideration fair value adjustments presents a more consistent basis for comparison of financial results. A calculation of the non-GAAP adjusted measurements of operating earnings, earnings before income taxes, income taxes, effective income tax rate, net earnings and diluted earnings per share follows (in millions except per share amounts):

Three Months Ended Nine Months Ended
September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Operating earnings $ 164.7  $ 145.7  $ 466.2  $ 440.1 
Contingent consideration (14.1) —  (14.1) — 
Operating earnings, adjusted $ 150.6  $ 145.7  $ 452.1  $ 440.1 
Earnings before income taxes $ 168.5  $ 151.3  $ 478.1  $ 456.8 
Contingent consideration (14.1) —  (14.1) — 
Earnings before income taxes, adjusted $ 154.4  $ 151.3  $ 464.0  $ 456.8 
Income taxes, as reported $ 30.8  $ 29.1  $ 88.8  $ 79.4 
Excess tax benefit from option exercises 0.7  —  5.1  10.3 
Income taxes, adjusted $ 31.5  $ 29.1  $ 93.9  $ 89.7 
Effective income tax rate
   As reported 18.3  % 19.2  % 18.6  % 17.4  %
   Adjusted 20.4  % 19.2  % 20.2  % 19.7  %
Net Earnings, as reported $ 137.6  $ 122.2  $ 389.4  $ 377.4 
Contingent consideration (14.1) —  (14.1) — 
Excess tax benefit from option exercises (0.7) —  (5.1) (10.3)
Net Earnings, adjusted $ 122.8  $ 122.2  $ 370.2  $ 367.1 
Weighted Average Diluted Shares 168.6  172.1  169.6  172.3 
Diluted Earnings per Share
   As reported $ 0.82  $ 0.71  $ 2.30  $ 2.19 
   Adjusted $ 0.73  $ 0.71  $ 2.18  $ 2.13 


17

The following table presents an overview of components of net earnings as a percentage of net sales:
Three Months Ended    Nine Months Ended
September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net Sales 100.0  % 100.0  % 100.0  % 100.0  %
Cost of products sold 46.8  46.8  47.3  46.1 
Gross Profit 53.2  53.2  52.7  53.9 
Product development 3.7  4.1  3.7  4.2 
Selling, marketing and distribution 12.5  12.5  12.4  12.8 
General and administrative 9.3  8.5  9.2  8.8 
Contingent consideration (2.6) —  (0.9) — 
Operating Earnings 30.3  28.1  28.4  28.1 
Interest expense 0.1  0.1  0.1  0.1 
Other income, net (0.8) (1.2) (0.9) (1.2)
Earnings Before Income Taxes 31.0  29.2  29.2  29.2 
Income taxes 5.7  5.7  5.4  5.1 
Net Earnings 25.3  % 23.5  % 23.8  % 24.1  %

Net Sales

The following table presents net sales by geographic region (in millions):
  Three Months Ended    Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Americas(1)
$ 341.0  $ 334.7  $ 1,016.1  $ 1,005.5 
EMEA(2)
117.8  105.1  368.6  324.9 
Asia Pacific 84.6  79.4  258.7  234.2 
Consolidated $ 543.4  $ 519.2  $ 1,643.4  $ 1,564.6 
(1)     North, South and Central America, including the United States
(2)    Europe, Middle East and Africa

The following table presents the components of net sales change by geographic region:
Three Months Nine Months
Volume and Price Acquisitions Currency Total Volume and Price Acquisitions Currency Total
Americas (1)% 3% 0% 2% (2)% 3% 0% 1%
EMEA (5)% 11% 6% 12% (1)% 12% 2% 13%
Asia Pacific (3)% 10% 0% 7% 3% 9% (2)% 10%
Consolidated (2)% 6% 1% 5% (1)% 6% 0% 5%

Gross Profit

The gross profit margin rate was flat for the third quarter and decreased approximately 1 percentage point for the year to date from the comparable periods last year as price realization and favorable product and channel mix offset higher product costs and the unfavorable effects of lower margin rates from acquired operations for the quarter but unable to offset these items for the year to date. Higher product costs included increased tariff costs of $5 million for the quarter and $9 million for the year to date. Interim pricing actions in the third quarter began to offset the effects of increased tariff costs.

Operating Expenses

18

Total operating expenses decreased $6 million (5 percentage points) for the third quarter and decreased $3 million (1 percentage point) year to date and included a non-cash gain of $14 million from the reduction in fair value of acquisition-related contingent consideration. Incremental expenses from acquired operations of $10 million for the quarter and $29 million for the year to date were partially offset by decreases in product development spending and selling, marketing and distribution expenses.

Other (Income) Expense

Other non-operating income decreased $2 million for the third quarter from the comparable period last year largely due to decreased interest income. For the year to date, other non-operating income decreased $5 million compared to last year and included higher exchange losses on net liabilities of certain foreign operations of $8 million and decreased interest income of $7 million. Partially offsetting these year-to-date items were a $5 million gain in the first quarter from the sale of a former manufacturing and distribution facility in Switzerland and $1 million of favorable market valuation changes on investments held to fund certain retirement benefits.

Income Taxes

The effective income tax rate was 18 percent for the third quarter and 19 percent for the year to date. Adjusted to exclude the impacts of certain non-recurring items (see Financial Results Adjusted for Comparability), the adjusted effective income tax rate of 20 percent for the quarter increased 1 percentage point from the comparable period last year due to the unfavorable effects of foreign earnings taxed at higher rates than the U.S. For the year to date, the adjusted effective tax rate of 20 percent was flat compared to the same period last year.

Segment Results

Certain measurements of segment operations compared to last year are summarized below:

Contractor Segment

The following table presents net sales and operating earnings as a percentage of sales for the Contractor segment
(dollars in millions):
  Three Months Ended    Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net Sales
Americas
$ 186.1  $ 182.4  $ 563.4  $ 552.9 
EMEA
52.6  40.1  168.2  131.2 
Asia Pacific
23.7  19.8  74.8  57.9 
Total
$ 262.4  $ 242.3  $ 806.4  $ 742.0 
Operating earnings as a percentage of net sales
26  % 29  % 25  % 30  %

The following table presents the components of net sales change by geographic region for the Contractor segment:
Three Months Nine Months
Volume and Price Acquisitions Currency Total Volume and Price Acquisitions Currency Total
Americas (3)% 5% 0% 2% (4)% 6% 0% 2%
EMEA (1)% 26% 6% 31% (3)% 28% 3% 28%
Asia Pacific (12)% 33% (1)% 20% (3)% 34% (2)% 29%
Segment Total (3)% 11% 0% 8% (3)% 12% 0% 9%

Incremental sales from acquired operations in the Contractor segment for the third quarter and year to date were partially offset by sales declines in ongoing operations primarily due to continued weakness in worldwide construction markets. The operating margin rate declined 3 percentage points for the quarter and 5 percentage points for the year to date mainly due to higher product costs from increased tariffs and the unfavorable effects of lower margin rates of acquired operations. The rate of decline in operating margin lessened as price realization improved as the third quarter progressed.
19


Industrial Segment

The following table presents net sales and operating earnings as a percentage of sales for the Industrial segment
(dollars in millions):
  Three Months Ended   Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net Sales
Americas
$ 129.4  $ 125.3  $ 377.4  $ 374.5 
EMEA
58.6  58.2  179.1  173.6 
Asia Pacific
50.6  52.3  156.0  154.5 
Total
$ 238.6  $ 235.8  $ 712.5  $ 702.6 
Operating earnings as a percentage of net sales
34  % 33  % 34  % 33  %

The following table presents the components of net sales change by geographic region for the Industrial segment:
Three Months Nine Months
Volume and Price Acquisitions Currency Total Volume and Price Acquisitions Currency Total
Americas 3% 0% 0% 3% 1% 0% 0% 1%
EMEA (7)% 2% 6% 1% 0% 1% 2% 3%
Asia Pacific (6)% 3% 0% (3)% 1% 1% (1)% 1%
Segment Total (2)% 1% 2% 1% 1% 0% 0% 1%

Industrial segment sales increased 1 percent for both the third quarter and year to date. For the quarter, sales growth in the vehicle service product application in the Americas more than offset finishing system sales in the prior year that did not repeat. Year-to-date sales increased 1 percent largely due to improved activity in the Americas and Asia Pacific, particularly in China. The operating margin rate for this segment increased 1 percentage point for both the quarter and year to date as realized pricing and favorable product and channel mix offset higher product costs, including tariffs.

Expansion Markets Segment

The following table presents net sales and operating earnings as a percentage of sales for the Expansion Markets segment (dollars in millions):
20

  Three Months Ended Nine Months Ended
  September 26,
2025
September 27,
2024
September 26,
2025
September 27,
2024
Net Sales
Americas
$ 25.5  $ 27.0  $ 75.3  $ 78.1 
EMEA
6.6  6.8  21.3  20.1 
Asia Pacific
10.3  7.3  27.9  21.8 
Total
$ 42.4  $ 41.1  $ 124.5  $ 120.0 
Operating earnings as a percentage of net sales
25  % 18  % 24  % 19  %

The following table presents the components of net sales change by geographic region for the Expansion Markets segment:
Three Months Nine Months
Volume and Price Acquisitions Currency Total Volume and Price Acquisitions Currency Total
Americas (6)% 0% 0% (6)% (4)% 0% 0% (4)%
EMEA (4)% 0% 1% (3)% 5% 0% 1% 6%
Asia Pacific 40% 0% 1% 41% 27% 0% 0% 27%
Segment Total 3% 0% 0% 3% 4% 0% 0% 4%

Expansion Market net sales increased 3 percent for the third quarter and 4 percent for the year to date as continued sales growth in the semiconductor and electric motor product applications more than offset decreased sales in the environmental product application. The operating margin rate for this segment increased for both the quarter and year to date driven by increased sales volume and favorable product and channel mix.

Liquidity and Capital Resources

Net cash provided by operating activities of $487 million in the first nine months of 2025 increased $51 million compared to the same period last year, mostly due to decreased inventory purchases and lower performance-based incentive payouts. Significant uses of cash in the first nine months of 2025 included share repurchases of $361 million (partially offset by $32 million of net proceeds from shares issued), dividend payments of $138 million, business acquisitions totaling $70 million and plant and equipment additions of $34 million.

For the first nine months of 2024, significant uses of cash included plant and equipment additions of $93 million and dividend payments of $129 million. Net proceeds from shares issued totaled $45 million, which were partially offset by share repurchases of $31 million.

As of September 26, 2025, the Company had available liquidity of $1,399 million, including cash and cash equivalents of $619 million, of which $190 million was held outside of the U.S., and available credit under existing committed credit facilities of $780 million.

Cash balances and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs for the next 12 months and beyond, including its capital expenditure plan, planned dividends, share repurchases, potential future acquisitions and operating requirements. Capital expenditures for 2025 are expected to be approximately $50 to $60 million. The Company may make opportunistic share repurchases going forward.

Outlook
Pricing actions combined with steady incoming order rates reaffirms the Company's 2025 outlook of low single-digit sales growth on an organic constant-currency basis.

Cautionary Statement Regarding Forward-Looking Statements

The Company desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, Form 10-Qs and Form 8-Ks, and other disclosures, including our 2024 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements.
21

Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements. The Company undertakes no obligation to update these statements in light of new information or future events.

Future results could differ materially from those expressed, due to the impact of changes in various factors. These risk factors include, but are not limited to, risks relating to the demand for our products and the level of commercial, industrial and construction activity worldwide; changes in currency translation rates; international and domestic instability; interest rate fluctuations and changes in credit markets; global sourcing of materials; inflationary cost pressures and our ability to raise prices without decreasing demand for our products; interruptions of or intrusions into our information systems; intellectual property rights; the use of generative artificial intelligence and other emerging technologies; conducting business internationally; catastrophic events; our ability to attract, develop and retain qualified personnel; public health crises; our growth strategies and acquisitions; potential goodwill impairment; our ability to compete effectively; our dependence on a few large customers; our dependence on cyclical industries; changes in laws and regulations; climate-related laws, regulations and accords; environmental, social and governance-related expectations and requirements; compliance with anti-corruption and trade laws; changes in tax or tariff rates or the adoption of new tax or tariff legislation; and costs associated with legal proceedings. Please refer to Item 1A of our 2024 Annual Report on Form 10-K and Item 1A of this Form 10-Q for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at www.graco.com and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

Investors should realize that factors other than those identified above and in Item 1A might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes related to market risk from the disclosures made in the 2024 Annual Report on Form 10-K.

Item 4.Controls and Procedures

Evaluation of disclosure controls and procedures

As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. 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.

Changes in internal controls

During the 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.
22



PART IIOTHER INFORMATION

Item 1A.Risk Factors

There have been no material changes to the Company’s risk factors from those disclosed in the Company’s 2024 Annual Report on Form 10-K.


23

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On December 7, 2018, the Board of Directors authorized the purchase of up to 18 million shares of common stock, primarily through open market transactions. The authorization is for an indefinite period of time or until terminated by the Board.

In addition to shares purchased under the Board authorization, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax due upon exercise of options or vesting of restricted stock.

Information on issuer purchases of equity securities follows:
Period Total Number
of Shares Purchased  
Average Price
Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be
Purchased Under the Plans or Programs
(at end of period)
June 28, 2025 - July 25, 2025 —  $ —  —  8,767,558 
July 26, 2025 - August 22, 2025 —  $ —  —  8,767,558 
August 23, 2025 - September 26, 2025 —  $ —  —  8,767,558 


24

Item 5.Other Information

During the three months ended September 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).
25

Item 6.Exhibits
3.1 
3.2 
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a).
Certification of Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a).
Certification of President and Chief Executive Officer and Chief Financial Officer and Treasurer pursuant to Section 1350 of Title 18, U.S.C.
Press Release Reporting Third Quarter Earnings dated October 22, 2025.
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).
26


SIGNATURES

Pursuant to the requirements 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.
Date: October 22, 2025 By: /s/ Mark W. Sheahan
Mark W. Sheahan
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 22, 2025 By: /s/ David M. Lowe
David M. Lowe
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: October 22, 2025 By: /s/ Christopher D. Knutson
Christopher D. Knutson
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)

EX-31.1 2 ggg2025q3ex311-quarteronly.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION
I, Mark W. Sheahan, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Graco Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 22, 2025 /s/ Mark W. Sheahan
Mark W. Sheahan
President and Chief Executive Officer

EX-31.2 3 ggg2025q3ex312-quarteronly.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION
I, David M. Lowe, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Graco Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 22, 2025 /s/ David M. Lowe
David M. Lowe
Chief Financial Officer and Treasurer

EX-32 4 ggg2025q3ex32-quarteronly.htm EX-32 Document

Exhibit 32

CERTIFICATION UNDER SECTION 1350
 
Pursuant to Section 1350 of Title 18 of the United States Code, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Graco Inc.
 
Date: October 22, 2025 /s/ Mark W. Sheahan
Mark W. Sheahan
President and Chief Executive Officer
Date: October 22, 2025 /s/ David M. Lowe
David M. Lowe
Chief Financial Officer and Treasurer

EX-99.1 5 ggg10222025exhibit991q3.htm EX-99.1 Document

Exhibit 99.1 GRACO INC.
image0a02.jpg
P.O. Box 1441
image1a02.jpg
Minneapolis, MN
55440-1441
NYSE: GGG
FOR IMMEDIATE RELEASE: FOR FURTHER INFORMATION:
Wednesday, October 22, 2025
Financial Contact: David M. Lowe, 612-623-6456
Media Contact: Meredith A. Sobieck, 612-623-6427
Meredith_A_Sobieck@graco.com

Graco Reports Third Quarter Results
MINNEAPOLIS (October 22, 2025) – Graco Inc. (NYSE: GGG) today announced results for the third quarter ended September 26, 2025.

Summary
$ in millions except per share amounts
Three Months Ended Nine Months Ended
Sep 26,
2025
Sep 27,
2024
%
Change
Sep 26,
2025
Sep 27,
2024
%
Change
Net Sales $ 543.4  $ 519.2   % $ 1,643.4  $ 1,564.6   %
Operating Earnings 164.7  145.7  13   % 466.2  440.1   %
Net Earnings 137.6  122.2  13   % 389.4  377.4   %
Diluted Net Earnings per Common Share $ 0.82  $ 0.71  15   % $ 2.30  $ 2.19   %
Adjusted (non-GAAP): (1)
Operating Earnings, adjusted $ 150.6  $ 145.7   % $ 452.1  $ 440.1   %
Net Earnings, adjusted $ 122.8  $ 122.2   % $ 370.2  $ 367.1   %
Diluted Net Earnings per Common Share, adjusted $ 0.73  $ 0.71   % $ 2.18  $ 2.13   %
(1) Excludes the impact of excess tax benefits from stock option exercises and contingent consideration fair value adjustments. See Financial Results Adjusted for Comparability below for a reconciliation of adjusted non-GAAP financial measures to GAAP.
•Net sales for the third quarter increased 5 percent. Incremental sales from acquired operations contributed 6 percentage points of sales growth.
•The gross profit margin rate was flat for the third quarter as price realization and favorable product and channel mix offset higher product costs and the unfavorable effects of lower margin rates from acquired operations.
•Operating expenses for the third quarter decreased 5 percent and included a non-cash gain of $14 million from the reduction in fair value of acquisition-related contingent consideration.
•Other non-operating income decreased $2 million for the quarter, mostly due to lower interest income.
•Net earnings increased 13 percent for the third quarter. Adjusted net earnings were flat, as higher sales offset increased operating expenses and lower non-operating income.

"Sales increased by 5% in the third quarter, with a strong 6% contribution from recent acquisitions. Organic revenue declined 2% reflecting ongoing softness in global construction markets, particularly in North America," said Mark Sheahan, Graco’s President and Chief Executive Officer. "We did see encouraging growth in select end markets and geographies across our Industrial and Expansion Markets segments. Tariffs presented a challenge as anticipated, but our strategic pricing actions began to gain traction late in the quarter, leading to margin performance that exceeded expectations.



Page 2 GRACO

We also advanced our growth strategy with the acquisition of Color Service in August."

Consolidated Results

Net sales for the third quarter increased 5 percent from the comparable period last year (4 percent at consistent translation rates). Third quarter net sales increased 2 percent in the Americas, increased 12 percent in EMEA (6 percent at consistent translation rates), and increased 7 percent in Asia Pacific (7 percent at consistent translation rates). Year-to-date net sales increased 5 percent compared to last year (5 percent at consistent translation rates). Year-to-date net sales increased 1 percent in the Americas, increased 13 percent in EMEA (11 percent at consistent translation rates), and increased 10 percent in Asia Pacific (12 percent at consistent translation rates).

Changes in currency translation rates increased worldwide sales by $5 million and $2 million, respectively, for the third quarter and year to date from the comparable periods last year. Acquired operations contributed $29 million of sales growth for the third quarter and $91 million of sales growth for the year to date.

The gross profit margin rate was flat for the third quarter and decreased approximately 1 percentage point for the year to date from the comparable periods last year as price realization and favorable product and channel mix offset higher product costs and the unfavorable effects of lower margin rates from acquired operations for the quarter but unable to offset these items for the year to date. Higher product costs included increased tariff costs of $5 million for the quarter and $9 million for the year to date. Interim pricing actions in the third quarter began to offset the effects of increased tariff costs.

Total operating expenses decreased $6 million (5 percentage points) for the third quarter and decreased $3 million (1 percentage point) year to date and included a non-cash gain of $14 million from the reduction in fair value of acquisition-related contingent consideration. Incremental expenses from acquired operations of $10 million for the quarter and $29 million for the year to date were partially offset by decreases in product development spending and selling, marketing and distribution expenses.

Other non-operating income decreased $2 million for the third quarter from the comparable period last year largely due to decreased interest income. For the year to date, other non-operating income decreased $5 million compared to last year and included higher exchange losses on net liabilities of certain foreign operations of $8 million and decreased interest income of $7 million. Partially offsetting these year-to-date items were a $5 million gain in the first quarter from the sale of a former manufacturing and distribution facility in Switzerland and $1 million of favorable market valuation changes on investments held to fund certain retirement benefits.

The effective income tax rate was 18 percent for the third quarter and 19 percent for the year to date. Adjusted to exclude the impacts of certain non-recurring items (see Financial Results Adjusted for Comparability below), the adjusted effective income tax rate of 20 percent for the quarter increased 1 percentage point from the comparable period last year due to the unfavorable effects of foreign earnings taxed at higher rates than the U.S. For the year to date, the adjusted effective tax rate of 20 percent was flat compared to the same period last year.




Page 3 GRACO

Segment Results
Management assesses performance of segments by reference to operating earnings excluding unallocated corporate expenses. For a reconciliation of segment operating earnings to consolidated operating earnings, refer to the segment information table included in the financial statement section of this release. Certain measurements of segment operations are summarized below:
Three Months Nine Months
Contractor Industrial Expansion Markets Contractor Industrial Expansion Markets
Net Sales (in millions) $ 262.4  $ 238.6  $ 42.4  $ 806.4  $ 712.5  $ 124.5 
Percentage change from last year
Sales % % % % % %
Operating earnings (4) % % 43  % (7) % % 30  %
Operating earnings as a percentage of sales
2025 26  % 34  % 25  % 25  % 34  % 24  %
2024 29  % 33  % 18  % 30  % 33  % 19  %

Components of net sales change by geographic region for the Contractor segment were as follows:
Three Months Nine Months
Volume and Price Acquisitions Currency Total Volume and Price Acquisitions Currency Total
Americas (3)% 5% 0% 2% (4)% 6% 0% 2%
EMEA (1)% 26% 6% 31% (3)% 28% 3% 28%
Asia Pacific (12)% 33% (1)% 20% (3)% 34% (2)% 29%
Consolidated (3)% 11% 0% 8% (3)% 12% 0% 9%

Incremental sales from acquired operations in the Contractor segment for the third quarter and year to date were partially offset by sales declines in ongoing operations primarily due to continued weakness in worldwide construction markets. The operating margin rate declined 3 percentage points for the quarter and 5 percentage points for the year to date mainly due to higher product costs from increased tariffs and the unfavorable effects of lower margin rates of acquired operations. The rate of decline in operating margin lessened as price realization improved as the third quarter progressed.

Components of net sales change by geographic region for the Industrial segment were as follows:
Three Months Nine Months
Volume and Price Acquisitions Currency Total Volume and Price Acquisitions Currency Total
Americas 3% 0% 0% 3% 1% 0% 0% 1%
EMEA (7)% 2% 6% 1% 0% 1% 2% 3%
Asia Pacific (6)% 3% 0% (3)% 1% 1% (1)% 1%
Consolidated (2)% 1% 2% 1% 1% 0% 0% 1%

Industrial segment sales increased 1 percent for both the third quarter and year to date. For the quarter, sales growth in the vehicle service product application in the Americas more than offset finishing system sales in the prior year that did not repeat. Year-to-date sales increased 1 percent largely due to improved activity in the Americas and Asia Pacific, particularly in China. The operating margin rate for this segment increased 1 percentage point for both the quarter and year to date as realized pricing and favorable product and channel mix offset higher product costs, including tariffs.



Page 4 GRACO


Components of net sales change by geographic region for the Expansion Markets segment were as follows:
Three Months Nine Months
Volume and Price Acquisitions Currency Total Volume and Price Acquisitions Currency Total
Americas (6)% 0% 0% (6)% (4)% 0% 0% (4)%
EMEA (4)% 0% 1% (3)% 5% 0% 1% 6%
Asia Pacific 40% 0% 1% 41% 27% 0% 0% 27%
Consolidated 3% 0% 0% 3% 4% 0% 0% 4%

Expansion Market net sales increased 3 percent for the third quarter and 4 percent for the year to date as continued sales growth in the semiconductor and electric motor product applications more than offset decreased sales in the environmental product application. The operating margin rate for this segment increased for both the quarter and year to date driven by increased sales volume and favorable product and channel mix.

Outlook
"While organic revenue is down 1% year to date due to ongoing challenges in key end markets, we’re encouraged by several positive developments as we move into the fourth quarter," said Sheahan. "Order rates are holding steady, our interim pricing actions are gaining momentum, and we’re entering a favorable year-over-year comparison period, especially within the Contractor segment. These factors reinforce our confidence in achieving our full-year guidance of low single-digit sales growth on an organic, constant currency basis."





Page 5 GRACO

Financial Results Adjusted for Comparability
Excluding the impact of excess tax benefits from stock option exercises and contingent consideration fair value adjustments presents a more consistent basis for comparison of financial results. A calculation of the non-GAAP adjusted measurements of operating earnings, earnings before income taxes, income taxes, effective income tax rate, net earnings and diluted earnings per share follows (in millions except per share amounts):
Three Months Ended Nine Months Ended
Sep 26,
2025
Sep 27,
2024
Sep 26,
2025
Sep 27,
2024
Operating earnings, as reported $ 164.7  $ 145.7  $ 466.2  $ 440.1 
Contingent consideration (14.1) —  (14.1) — 
Operating earnings, adjusted $ 150.6  $ 145.7  $ 452.1  $ 440.1 
Earnings before income taxes $ 168.5  $ 151.3  $ 478.1  $ 456.8 
Contingent consideration (14.1) —  (14.1) — 
Earnings before income taxes, adjusted $ 154.4  $ 151.3  $ 464.0  $ 456.8 
Income taxes, as reported $ 30.8  $ 29.1  $ 88.8  $ 79.4 
Excess tax benefit from option exercises 0.7  —  5.1  10.3 
Income taxes, adjusted $ 31.5  $ 29.1  $ 93.9  $ 89.7 
Effective income tax rate
   As reported 18.3  % 19.2  % 18.6  % 17.4  %
   Adjusted 20.4  % 19.2  % 20.2  % 19.7  %
Net Earnings, as reported $ 137.6  $ 122.2  $ 389.4  $ 377.4 
Contingent consideration (14.1) —  (14.1) — 
Excess tax benefit from option exercises (0.7) —  (5.1) (10.3)
Net Earnings, adjusted $ 122.8  $ 122.2  $ 370.2  $ 367.1 
Weighted Average Diluted Shares 168.6  172.1  169.6  172.3 
Diluted Earnings per Share
   As reported $ 0.82  $ 0.71  $ 2.30  $ 2.19 
   Adjusted $ 0.73  $ 0.71  $ 2.18  $ 2.13 


Cautionary Statement Regarding Forward-Looking Statements

The Company desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, Form 10-Qs and Form 8-Ks, and other disclosures, including our 2024 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements. The Company undertakes no obligation to update these statements in light of new information or future events.




Page 6 GRACO

Future results could differ materially from those expressed, due to the impact of changes in various factors. These risk factors include, but are not limited to, risks relating to the demand for our products and the level of commercial, industrial and construction activity worldwide; changes in currency translation rates; international and domestic instability; interest rate fluctuations and changes in credit markets; global sourcing of materials; inflationary cost pressures and our ability to raise prices without decreasing demand for our products; interruptions of or intrusions into our information systems; intellectual property rights; the use of generative artificial intelligence and other emerging technologies; conducting business internationally; catastrophic events; our ability to attract, develop and retain qualified personnel; public health crises; our growth strategies and acquisitions; potential goodwill impairment; our ability to compete effectively; our dependence on a few large customers; our dependence on cyclical industries; changes in laws and regulations; climate-related laws, regulations and accords; environmental, social and governance-related expectations and requirements; compliance with anti-corruption and trade laws; changes in tax or tariff rates or the adoption of new tax or tariff legislation; and costs associated with legal proceedings. Please refer to Item 1A of our Annual Report on Form 10-K for fiscal year 2024 (and the most recent Form 10-Q) for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at www.graco.com and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

Investors should realize that factors other than those identified above and in Item 1A of our Annual Report on Form 10-K for fiscal year 2024 might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.

Conference Call

Graco management will hold a conference call, including slides via webcast, with analysts and institutional investors on Thursday, October 23, 2025, at 11 a.m. ET, 10 a.m. CT, to discuss Graco’s third quarter results.

A real-time listen-only webcast of the conference call will be broadcast by Nasdaq. Individuals can access the call and view the slides on the Company’s website at www.graco.com. Listeners should go to the website at least 15 minutes prior to the live conference call to install any necessary audio software.

About Graco

Graco Inc. supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and powder materials. A recognized leader in its specialties, Minneapolis-based Graco serves customers around the world in the manufacturing, processing, construction and maintenance industries. For additional information about Graco Inc., please visit us at www.graco.com.



Page 7 GRACO

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(In thousands except per share amounts)
Three Months Ended Nine Months Ended
Sep 26,
2025
Sep 27,
2024
Sep 26,
2025
Sep 27,
2024
Net Sales $ 543,358  $ 519,212  $ 1,643,448  $ 1,564,644 
Cost of products sold 254,133  243,082  776,960  721,463 
Gross Profit 289,225  276,130  866,488  843,181 
Product development 20,251  21,306  60,357  65,076 
Selling, marketing and distribution 68,019  65,143  203,567  200,773 
General and administrative 50,295  43,958  150,407  137,252 
Contingent consideration (14,061) —  (14,061) — 
Operating Earnings 164,721  145,723  466,218  440,080 
Interest expense 711  656  2,079  2,034 
Other income, net (4,450) (6,225) (14,003) (18,756)
Earnings Before Income Taxes 168,460  151,292  478,142  456,802 
Income taxes 30,832  29,095  88,790  79,426 
Net Earnings $ 137,628  $ 122,197  $ 389,352  $ 377,376 
Net Earnings per Common Share
Basic $ 0.83  $ 0.72  $ 2.34  $ 2.24 
Diluted $ 0.82  $ 0.71  $ 2.30  $ 2.19 
Weighted Average Number of Shares
Basic 165,733  168,810  166,693  168,800 
Diluted 168,623  172,111  169,589  172,348 

SEGMENT INFORMATION (Unaudited)
(In thousands)
Three Months Ended Nine Months Ended
Sep 26,
2025
Sep 27,
2024
Sep 26,
2025
Sep 27,
2024
Net Sales
 Contractor $ 262,428  $ 242,295  $ 806,419  $ 741,975 
 Industrial 238,591  235,875  712,521  702,613 
 Expansion Markets 42,339  41,042  124,508  120,056 
 Total $ 543,358  $ 519,212  $ 1,643,448  $ 1,564,644 
Operating Earnings
 Contractor $ 67,873  $ 71,053  $ 205,292  $ 221,555 
 Industrial 80,733  77,538  242,700  232,192 
 Expansion Markets 10,389  7,275  29,283  22,461 
 Unallocated corporate (expense) (8,335) (10,143) (25,118) (36,128)
 Contingent consideration 14,061  —  14,061  — 
 Total $ 164,721  $ 145,723  $ 466,218  $ 440,080