Quad/Graphics (QUAD) EVP transfers 7,927 shares back to company

Rhea-AI Filing Summary

Quad/Graphics, Inc. executive Donald M. McKenna, EVP and Chief Administrative Officer, disposed of 7,927 shares of Class A Common Stock back to the company on February 20, 2026 at a weighted average price of $7.0309 per share, with prices ranging from $7.01 to $7.05.

After this issuer disposition, he directly held 195,190 shares of Class A Common Stock. He also had an indirect holding of 548.599 shares through the Company Savings Plan, based on information from the plan administrator as of January 31, 2026.

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

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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^*

McKenna Donald M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Administrative Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		D		7,927	D	$7.0309(1)	195,190	D
Class A Common Stock								548.599(2)	I	By 401(a) Plan

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 $7.01 to $7.05 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. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 01/31/2026.

	/s/ Alexander N. Pyke, attorney-in-fact for Donald M. McKenna	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 insider transaction did QUAD executive Donald McKenna report?

Donald McKenna reported disposing of 7,927 shares of Quad/Graphics Class A Common Stock back to the company. The transaction occurred on February 20, 2026 and is classified as an issuer disposition under Form 4 reporting rules.

At what price did Donald McKenna’s QUAD shares transfer to the issuer?

The shares transferred at a weighted average price of $7.0309 per share. According to the disclosure, individual execution prices ranged between $7.01 and $7.05 per share for all transactions included in this Form 4 filing.

How many Quad/Graphics (QUAD) shares does Donald McKenna hold after the transaction?

Following the issuer disposition, Donald McKenna directly holds 195,190 shares of Quad/Graphics Class A Common Stock. He also has an indirect position of 548.599 shares held through the Company Savings Plan, based on plan administrator information as of January 31, 2026.

What is the nature of Donald McKenna’s indirect QUAD share ownership?

McKenna’s indirect ownership consists of 548.599 shares of Class A Common Stock held by the Company Savings Plan. These plan-based holdings are reported as of January 31, 2026, using information provided by the plan administrator for Form 4 reporting.

Is Donald McKenna’s QUAD transaction a market sale or an issuer disposition?

The transaction is classified as a disposition to the issuer, not an open-market sale. Form 4 identifies the code as a disposition to the company, indicating the shares were transferred back to Quad/Graphics rather than sold through public market trading.