Quad/Graphics EVP has shares withheld for taxes

Quad/Graphics EVP Donald M. McKenna reported a tax-withholding share disposition related to vesting equity awards.

Rhea-AI Filing Summary

Quad/Graphics EVP Donald M. McKenna reported a tax-withholding share disposition related to vesting equity awards. On the transaction date, 20,122 shares of Class A Common Stock were withheld at $6.91 per share to cover tax liabilities upon vesting of previously issued restricted stock.

After this tax-withholding disposition, McKenna directly owned 175,068 Class A shares. He also had indirect ownership of 548.599 shares through the company’s 401(a) Savings Plan, based on information from the plan administrator as of 02/28/2026.

Insider Trade Summary

Exercise Price or Tax Liability: 20,122 shares

Exercise Price or Tax Liability 2 txns

Insider McKenna Donald M

Role EVP, Chief Administrative Ofcr

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	20,122	$6.91	$139K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 175,068 shares (Direct); Class A Common Stock — 548.599 shares (Indirect, By 401(a) Plan)

Footnotes (2)

1. F1. Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock previously issued.
2. F2. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 02/28/2026.

FAQ

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What insider transaction did Quad/Graphics (QUAD) EVP Donald McKenna report?

Donald McKenna reported a tax-withholding disposition of company stock. 20,122 Class A Common shares were withheld to satisfy tax liabilities tied to the vesting of previously issued restricted stock, rather than through an open-market sale or discretionary trading.

How many Quad/Graphics (QUAD) shares were withheld for Donald McKenna’s taxes?

A total of 20,122 Class A Common shares were withheld to cover McKenna’s tax liability. The withholding occurred in connection with restricted stock vesting and was priced at $6.91 per share, according to the reported Form 4 transaction details.

How many Quad/Graphics (QUAD) shares does Donald McKenna own after this Form 4 transaction?

After the reported tax-withholding disposition, McKenna directly owned 175,068 Class A Common shares. He also indirectly held 548.599 shares through the company’s 401(a) Savings Plan, based on plan administrator information as of 02/28/2026.

Was Donald McKenna’s Quad/Graphics (QUAD) transaction an open-market stock sale?

The transaction was not an open-market sale; it was a tax-withholding disposition. Shares were withheld by the company to pay tax liabilities arising from restricted stock vesting, as described in the Form 4 footnote, rather than sold at McKenna’s discretion.

What is the role of Donald McKenna at Quad/Graphics (QUAD) in this Form 4 filing?

In this Form 4, Donald McKenna is identified as an officer of Quad/Graphics. His specific title is EVP, Chief Administrative Officer, and the filing details changes in his direct and indirect ownership of the company’s Class A Common Stock.

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

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Accepted by SEC EDGAR 03/03/2026 - 10:51 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^*

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)
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		20,122(1)	D	$6.91	175,068	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. 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 Donald M. McKenna	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.