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Quad/Graphics (NYSE: QUAD) director awarded 19,178 deferred stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Quad/Graphics, Inc. director Douglas P. Buth reported an acquisition of 19,178 shares of Class A Common Stock as a grant or award, at a stated price of $0.00 per share. Following this compensation-related transaction, he directly owns 165,950 shares of Class A Common Stock.

The 19,178 shares relate to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that are scheduled to be delivered on May 20, 2028, unless Mr. Buth elects to further defer or separates from service. Footnotes also note 759 additional deferred stock units that resulted from dividends paid on previously granted deferred stock units, and that future dividends or distributions on the underlying Class A Common Stock will accrue as additional deferred stock units.

Positive

  • None.

Negative

  • None.
Insider Buth Douglas P
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 19,178 $0.00 --
Holdings After Transaction: Class A Common Stock — 165,950 shares (Direct, null)
Footnotes (1)
  1. Includes 759 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted. Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend payable date.
Shares granted 19,178 shares Deferred stock unit grant of Class A Common Stock
Grant price $0.00 per share Stated price for deferred stock unit award
Shares owned after 165,950 shares Direct Class A Common Stock holdings after transaction
Dividend-related units 759 deferred stock units Additional units from dividends on previously granted units
Scheduled delivery date May 20, 2028 Planned delivery of 19,178 deferred stock units
deferred stock units financial
"Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Quad/Graphics, Inc. 2020 Omnibus Incentive Plan financial
"deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered"
Class A Common Stock financial
"Includes 759 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
separation from service financial
"will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service"
dividend or other distribution financial
"Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Buth Douglas P
(Last)(First)(Middle)
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
(Street)
SUSSEX WISCONSIN 53089
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Quad/Graphics, Inc. [ QUAD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/20/2026A19,178A$0165,950(1)(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes 759 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted.
2. Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend payable date.
/s/ Alexander N. Pyke as attorney-in-fact for Douglas P. Buth05/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Quad/Graphics (QUAD) director Douglas P. Buth report?

Douglas P. Buth reported receiving 19,178 shares of Quad/Graphics Class A Common Stock as a grant or award. The shares are in the form of deferred stock units and were acquired at a stated price of $0.00 per share under a company incentive plan.

How many Quad/Graphics (QUAD) shares does Douglas P. Buth hold after this Form 4 transaction?

After the reported grant, Douglas P. Buth directly holds 165,950 shares of Quad/Graphics Class A Common Stock. This figure reflects his position following the acquisition of 19,178 shares in the form of deferred stock units reported in the filing.

When will Douglas P. Buth’s newly granted Quad/Graphics deferred stock units be delivered?

The 19,178 shares attributable to deferred stock units are scheduled to be delivered on May 20, 2028. Delivery may occur later if he elects to defer, or earlier on separation from service, according to the terms described in the footnote.

What plan governs the Quad/Graphics deferred stock units granted to Douglas P. Buth?

The deferred stock units were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan. This plan provides equity-based awards, and in this case the grant takes the form of deferred stock units tied to Class A Common Stock, with future delivery and dividend accrual features.

How do dividends affect Douglas P. Buth’s Quad/Graphics deferred stock units?

Dividends on Quad/Graphics Class A Common Stock underlying Douglas P. Buth’s deferred stock units are credited as additional deferred stock units. The filing notes 759 additional units from past dividends and states that future dividends or distributions will similarly convert into more deferred stock units.

Is Douglas P. Buth’s Quad/Graphics Form 4 transaction an open-market purchase?

No. The transaction is coded as an acquisition by grant, award, or other acquisition, not an open-market purchase. The 19,178 shares were granted at a stated price of $0.00 per share as deferred stock units under the company’s 2020 Omnibus Incentive Plan.