Quad/Graphics (NYSE: QUAD) CEO reports tax-related share withholding

Rhea-AI Filing Summary

Quad/Graphics, Inc. Chairman & CEO J. Joel Quadracci reported a tax-related share withholding rather than an open-market trade. On Class A Common Stock, 176,536 shares were disposed of at $6.91 per share to satisfy tax liabilities tied to previously granted restricted stock that vested.

After this withholding, Quadracci directly holds 2,424,441 Class A shares and additional Class A shares through a company savings plan. He also has direct and indirect positions in Class B Common Stock, including interests held as trustee of several family trusts, where he disclaims beneficial ownership beyond his pecuniary interest. Class B shares are convertible into Class A on a 1‑for‑1 basis at no cost and have no expiration date.

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^*

Quadracci J Joel

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		176,536(1)	D	$6.91	2,424,441	D
Class A Common Stock								4,456.6875(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
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	229,364		229,364	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - AQH Tr(4)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - EQH Tr(5)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	120,009		120,009	I	As Trustee - HVQ For Joel(6)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - KBH Tr(7)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - WVH Tr(8)

Explanation of Responses:

1. Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock previously issued.

2. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 02/28/2026.

3. 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.

4. As Trustee for the Alexander Q. Harned 2007 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. As Trustee for the Elizabeth Quadracci Harned 2003 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

7. As Trustee for the Kathryn B. Harned 2004 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

8. As Trustee for the William V. Harned 2006 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. 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 J. Joel Quadracci	03/03/2026
	** 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/Graphics (QUAD) report for J. Joel Quadracci?

Quad/Graphics reported a tax-related share withholding for Chairman & CEO J. Joel Quadracci. 176,536 shares of Class A Common Stock were disposed of to cover tax liabilities arising from the vesting of previously issued restricted stock, rather than through an open-market sale.

How many Quad/Graphics Class A shares were withheld and at what price?

The filing shows 176,536 Class A Common Stock shares withheld at $6.91 per share. These shares were used to satisfy Quadracci’s tax liability associated with vesting restricted stock, a common administrative transaction for equity compensation rather than a discretionary sale in the open market.

How many Quad/Graphics Class A shares does Quadracci hold after this Form 4?

After the tax-withholding disposition, Quadracci directly owns 2,424,441 Class A Common Stock shares. He also holds additional Class A shares through a company savings plan, as reported based on information from the plan administrator as of February 28, 2026, plus various Class B holdings.

Is this Quad/Graphics insider transaction an open-market sale or tax withholding?

The transaction is explicitly described as tax withholding, not an open-market sale. Shares were withheld to pay tax liabilities upon vesting of previously granted restricted stock, a routine equity compensation event rather than a discretionary decision to sell shares into the market.

What Class B Common Stock holdings related to Quadracci are shown in the filing?

The filing lists several Class B Common Stock positions held directly and through trusts where Quadracci serves as trustee. He disclaims beneficial ownership except for his pecuniary interest. These Class B shares are convertible into Class A on a 1‑for‑1 basis at no cost, with no expiration date.

How are Quadracci’s trust-held Quad/Graphics shares treated in the Form 4?

Trust-held shares are reported as indirect ownership, reflecting Quadracci’s role as trustee and potential beneficiary. The filing notes he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, clarifying that not all reported trust shares are fully attributable to him personally.

What does the Quad/Graphics Form 4 say about Class B share convertibility?

The filing states that Quad/Graphics Class B Common Stock is convertible into Class A Common Stock on a 1‑for‑1 basis at no cost. These Class B shares have no expiration date, meaning holders can convert them into Class A at any time under the described terms.