Quad/Graphics director disposes 26,000 shares

Quad/Graphics, Inc. director John C. Fowler reported a disposition of 26,000 shares of Class A Common Stock on July 31, 2026.

Rhea-AI Filing Summary

Quad/Graphics, Inc. director John C. Fowler reported a disposition of 26,000 shares of Class A Common Stock on July 31, 2026. The shares were transferred to the issuer at a weighted average price of $9.86 per share, with execution prices ranging from $9.61 to $10.02. Following this transaction, Fowler directly holds 245,104 Class A shares.

He is also trustee for several family trusts that hold Class B Common Stock convertible into Class A on a 1-for-1 basis at no cost, and he disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.

Insider Trade Summary

Disposition: 26,000 shares

Disposition 5 txns

Insider Fowler John C

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F1	26,000	$9.86	$256K
holding	Class B Common Stock F2, F3	--	--	--
holding	Class B Common Stock F2, F4	--	--	--
holding	Class B Common Stock F2, F5	--	--	--
holding	Class B Common Stock F2, F6	--	--	--

Holdings After Transaction: Class A Common Stock — 245,104 shares (Direct); Class B Common Stock — 7,086 contracts (Indirect, As Trustee - HVF Tr); Class B Common Stock — 7,087 contracts (Indirect, As Trustee - IMF Tr); Class B Common Stock — 7,087 contracts (Indirect, As Trustee - KMF Tr); Class B Common Stock — 156 contracts (Indirect, As Trustee - KQF Descen)

Footnotes (6)

1. F1. The price in column 4 is a weighted average price. The prices actually received ranged from $9.61 to $10.02 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. F2. Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
3. F3. As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. F4. As Trustee for the Isabella Marion Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
5. F5. As Trustee for the Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
6. F6. As Trustee for the KQF 2019 Descendants' Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Key Figures

Shares Disposed: 26,000 shares of Class A Common Stock Weighted Average Price: $9.86 per share Execution Price Range: $9.61–$10.02 per share +3 more

6 metrics

Shares Disposed 26,000 shares of Class A Common Stock Disposition to issuer on July 31, 2026

Weighted Average Price $9.86 per share Price for 26,000 Class A shares disposed on July 31, 2026

Execution Price Range $9.61–$10.02 per share Range of prices received for the disposed shares

Direct Holdings After Transaction 245,104 shares of Class A Common Stock Direct ownership position following July 31, 2026 disposition

Indirect Convertible Holdings (Trust 1) 7,086 underlying Class A shares Class B Common Stock held indirectly as trustee, convertible 1-for-1

Indirect Convertible Holdings (Trust 2) 7,087 underlying Class A shares Additional Class B Common Stock held indirectly as trustee

Key Terms

weighted average price, Class B Common Stock, convertible into Class A Common Stock, beneficial ownership, +1 more

5 terms

weighted average price financial

"The price in column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Class B Common Stock financial

"Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

convertible into Class A Common Stock financial

"Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost."

beneficial ownership financial

"The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Quad/Graphics (QUAD) director John C. Fowler report in this Form 4?

John C. Fowler reported a disposition of 26,000 shares of Class A Common Stock to Quad/Graphics at a weighted average price of $9.86 per share, with prices ranging from $9.61 to $10.02 on July 31, 2026.

At what prices were John C. Fowler’s QUAD shares disposed of in this filing?

The 26,000 Class A shares were disposed of at a weighted average price of $9.86 per share. According to the footnote, actual prices received for these shares ranged from $9.61 to $10.02 per share across multiple transactions.

How many Quad/Graphics (QUAD) shares does John C. Fowler hold directly after this Form 4 transaction?

After the reported disposition, John C. Fowler directly holds 245,104 shares of Quad/Graphics Class A Common Stock. This figure reflects his direct ownership position following the July 31, 2026 transaction with the issuer.

What indirect holdings in Quad/Graphics (QUAD) does John C. Fowler report through trusts?

Fowler is trustee for several family trusts holding Class B Common Stock convertible into Class A on a 1-for-1 basis. He disclaims beneficial ownership of these trust-held securities except to the extent of his pecuniary interest in each trust.

Are John C. Fowler’s QUAD Class B shares convertible, and on what terms?

Yes. The filing states that Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date, providing ongoing optionality for these trust-held positions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 06:08 AM Accepted by SEC EDGAR 08/04/2026 - 06:08 AM Learn about SEC filing dates

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
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^*

Fowler John C

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/31/2026		D		26,000	D	$9.86(1)	245,104	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
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	7,086		7,086	I	As Trustee - HVF Tr(3)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	7,087		7,087	I	As Trustee - IMF Tr(4)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	7,087		7,087	I	As Trustee - KMF Tr(5)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	156		156	I	As Trustee - KQF Descen(6)

Explanation of Responses:

1. The price in column 4 is a weighted average price. The prices actually received ranged from $9.61 to $10.02 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. Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.

3. As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. As Trustee for the Isabella Marion Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. As Trustee for the Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. As Trustee for the KQF 2019 Descendants' Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Alexander N. Pyke, Attorney-in-Fact for John C. Fowler	08/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)