Quad/Graphics (QUAD) director records 20K-share issuer disposition at $7.02

Rhea-AI Filing Summary

Quad/Graphics, Inc. director Douglas P. Buth reported a disposition of 20,000 shares of Class A Common Stock to the issuer at a weighted average price of $7.0213 per share. After this issuer disposition on February 23, 2026, he directly holds 146,013 shares, including 49,850 shares attributable to deferred stock units and related dividend equivalents.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Buth Douglas P

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	20,000	$7.0213	$140K

Holdings After Transaction: Class A Common Stock — 146,013 shares (Direct)

Footnotes (1)

1. The price in column 4 is a weighted average price. The prices actually received ranged from $7.00 to $7.10 per share. The reporting person has provided the issuer, and will provide any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4, utilizing an average weighted price. Includes 49,850 shares attributable to deferred stock units and dividend equivalents. The deferred stock units were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plans.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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
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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 WI 53089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quad/Graphics, Inc. [ QUAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/23/2026		D		20,000	D	$7.0213(1)	146,013(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price in column 4 is a weighted average price. The prices actually received ranged from $7.00 to $7.10 per share. The reporting person has provided the issuer, and will provide any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4, utilizing an average weighted price.

2. Includes 49,850 shares attributable to deferred stock units and dividend equivalents. The deferred stock units were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plans.

	/s/ Alexander N. Pyke as attorney-in-fact for Douglas P. Buth	02/24/2026
	** Signature of Reporting Person	Date
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.

FAQ

What did Quad/Graphics (QUAD) director Douglas P. Buth report on this Form 4?

Douglas P. Buth reported disposing of 20,000 Quad/Graphics Class A Common shares to the issuer. The transaction used code “D,” indicating a disposition to the company rather than an open-market trade, and was completed at a weighted average price of $7.0213 per share.

At what price were the Quad/Graphics (QUAD) shares disposed of in the reported transaction?

The 20,000 Quad/Graphics shares were disposed of at a weighted average price of $7.0213 per share. Footnotes state actual prices received ranged from $7.00 to $7.10, with detailed breakdowns available from the issuer or the reporting person upon request.

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

After the transaction, Douglas P. Buth directly holds 146,013 Quad/Graphics Class A Common shares. This total includes 49,850 shares attributable to deferred stock units and dividend equivalents granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plans.

What does transaction code “D” mean in the Quad/Graphics (QUAD) Form 4 filing?

Transaction code “D” in this Form 4 indicates a disposition to the issuer by the reporting person. Here, it reflects that 20,000 Quad/Graphics Class A Common shares were transferred back to the company, rather than sold on the open market to third-party investors.

How are deferred stock units reflected in Douglas P. Buth’s Quad/Graphics (QUAD) holdings?

Douglas P. Buth’s reported 146,013 Quad/Graphics shares include 49,850 shares tied to deferred stock units and dividend equivalents. These units were granted under the company’s 2020 Omnibus Incentive Plans and are counted as part of his direct beneficial ownership in this filing.