STOCK TITAN

Quad/Graphics (QUAD) director granted 19,178 deferred stock units, lifting direct holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Flores Kathryn Quadracci reported acquisition or exercise transactions in this Form 4 filing.

Quad/Graphics, Inc. director Kathryn Quadracci Flores reported an equity award in the form of Class A Common Stock. She received 19,178 shares, attributable to deferred stock units granted at $0.0000 per share under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, bringing her direct holdings to 101,740 Class A shares after the award.

The deferred stock units will be delivered to her on May 20, 2028, unless she further defers them, or upon separation from service. Any dividends or other distributions on the underlying Class A shares will accrue as additional deferred stock units based on the closing price on each dividend payable date.

She also reports indirect holdings as trustee for several family trusts in both Class A and Class B Common Stock, while disclaiming beneficial ownership of those securities except to the extent of her pecuniary interest. The 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.

Positive

  • None.

Negative

  • None.
Insider Flores Kathryn Quadracci
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 19,178 $0.00 --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 101,740 shares (Direct, null); Class B Common Stock — 2,870 shares (Indirect, As Trustee - HVQ 2003 Trust); Class A Common Stock — 4,067 shares (Indirect, As Trustee - DQ 2008 Trust)
Footnotes (1)
  1. Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend payable date. As Trustee for the Danica Quadracci 2008 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 her pecuniary interest therein. As Trustee for the Halle Victoria Quadracci 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 her pecuniary interest therein. As Trustee for the Meghan Angela Quadracci 2001 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 her pecuniary interest therein. 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. As Trustee for the H. Richard Quadracci 2014 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 her pecuniary interest therein.
Deferred stock unit award 19,178 shares Class A Common Stock attributable to deferred stock units granted May 20, 2026
Award price per share $0.0000/share Grant, award, or other acquisition of Class A Common Stock
Direct Class A holdings after award 101,740 shares Total Class A Common Stock directly held following the transaction
Underlying Class A from DQ 2008 Trust 2,870 shares Class B Common Stock indirectly held, convertible 1-for-1 into Class A
Underlying Class A from HRQ 2014 Trust 14,915 shares Class B Common Stock indirectly held, convertible 1-for-1 into Class A
deferred stock units financial
"Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
2020 Omnibus Incentive Plan financial
"deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan"
pecuniary interest financial
"The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein."
Class B Common Stock financial
"Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost"
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"
SEC Form 4
FORM 4UNITED 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*
Flores Kathryn Quadracci

(Last)(First)(Middle)
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY

(Street)
SUSSEX WISCONSIN 53089-3995

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/20/2026A19,178A$0101,740(1)D
Class A Common Stock4,067IAs Trustee - DQ 2008 Trust(2)
Class A Common Stock4,067IAs Trustee - HVQ 2003 Trust(3)
Class A Common Stock4,067IAs Trustee - MAQ 2001 Trust(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(5) (5) (5)Class A Common Stock2,8702,870IAs Trustee - HVQ 2003 Trust(3)
Class B Common Stock(5) (5) (5)Class A Common Stock14,91514,915IAs Trustee - HRQ 2014 Trust(6)
Class B Common Stock(5) (5) (5)Class A Common Stock2,8682,868IAs Trustee - MAQ 2001 Trust(4)
Class B Common Stock(5) (5) (5)Class A Common Stock2,8702,870IAs Trustee - DQ 2008 Trust(2)
Explanation of Responses:
1. Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend payable date.
2. As Trustee for the Danica Quadracci 2008 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 her pecuniary interest therein.
3. As Trustee for the Halle Victoria Quadracci 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 her pecuniary interest therein.
4. As Trustee for the Meghan Angela Quadracci 2001 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 her pecuniary interest therein.
5. 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.
6. As Trustee for the H. Richard Quadracci 2014 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 her pecuniary interest therein.
/s/ Alexander N. Pyke, as attorney-in-fact for Kathryn Quadracci Flores05/22/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Quad/Graphics (QUAD) director Kathryn Quadracci Flores report in this Form 4?

She reported an equity award of 19,178 Class A Common Stock shares, attributable to deferred stock units granted at no cost. This award increased her direct Class A Common Stock holdings to 101,740 shares following the transaction.

How are the 19,178 Quad/Graphics (QUAD) deferred stock units structured for Kathryn Quadracci Flores?

The 19,178 deferred stock units will be delivered as Class A Common Stock on May 20, 2028, unless she defers further, or upon separation from service. Dividends on underlying shares accrue as additional deferred stock units at the closing price on dividend dates.

What are Kathryn Quadracci Flores’s direct Class A Common Stock holdings in Quad/Graphics (QUAD) after the award?

After receiving 19,178 shares through deferred stock units, her direct Class A Common Stock holdings total 101,740 shares. This figure reflects her position following the reported grant or other acquisition transaction on May 20, 2026.

How does Quad/Graphics (QUAD) Class B Common Stock held in trusts relate to Class A shares?

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. Several family trusts report Class B holdings with corresponding underlying Class A share amounts at that same one-for-one conversion ratio.

What is Kathryn Quadracci Flores’s role regarding the Quad/Graphics (QUAD) family trusts listed in the Form 4?

She is a trustee, and in some cases a current or future beneficiary, of several family trusts holding Class A and Class B shares. She disclaims beneficial ownership of those trust securities except to the extent of her pecuniary interest in them.

Under which plan were the Quad/Graphics (QUAD) deferred stock units granted to Kathryn Quadracci Flores?

The deferred stock units are granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan. This plan provides equity-based compensation, and related dividends or distributions on underlying Class A shares convert into additional deferred stock units over time.