Quad/Graphics (NYSE: QUAD) CHRO covers taxes with stock disposition

Rhea-AI Filing Summary

Quad/Graphics, Inc. Chief Human Resources Officer Robert H. Quadracci reported two tax-related share dispositions. On March 1, 2026, a total of 4,883 and 2,862 shares of Class A common stock were withheld at $6.91 per share to cover tax liabilities upon restricted stock vesting. Following these entries, he reports 165,401 shares held directly and 1,928.051 shares held indirectly through a company 401(a) savings plan based on information as of February 28, 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

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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^*

Quadracci Robert H

(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)
	Chief Human Resources Officer

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		4,883(1)	D	$6.91	168,263	D
Class A Common Stock	03/01/2026		F		2,862(1)	D	$6.91	165,401	D
Class A Common Stock								1,928.051(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. 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.

	/s/ Alexander N. Pyke, attorney-in-fact for Robert 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 executive Robert H. Quadracci report?

Robert H. Quadracci reported tax-related share dispositions, not open-market sales. On March 1, 2026, 4,883 and 2,862 Quad/Graphics Class A shares were withheld at $6.91 per share to satisfy tax liabilities tied to previously granted restricted stock vesting.

Was the QUAD Form 4 transaction a discretionary sale of shares?

The QUAD Form 4 does not show a discretionary sale. It records shares withheld to pay tax liabilities when restricted stock vested, classified as a tax-withholding disposition under code F, rather than an open-market sale initiated by Robert H. Quadracci.

How many Quad/Graphics shares does Robert H. Quadracci hold after the Form 4?

After the reported transactions, Robert H. Quadracci holds 165,401 Quad/Graphics Class A shares directly. He also reports 1,928.051 additional shares held indirectly through a company 401(a) savings plan, based on plan administrator information as of February 28, 2026.

What price was used for the QUAD tax-withholding share dispositions?

The tax-withholding share dispositions used a price of $6.91 per Quad/Graphics Class A share. This price was applied to both the 4,883-share and 2,862-share withholdings recorded on March 1, 2026, to cover related tax obligations on vested restricted stock.

How are Quadracci’s indirect QUAD holdings structured in this Form 4?

Quadracci’s indirect holdings are reported through a company 401(a) savings plan. The Form 4 notes 1,928.051 Quad/Graphics Class A shares held by the plan, with the balance based on information provided by the plan administrator as of February 28, 2026.