Quad/Graphics (NYSE: QUAD) COO logs tax share withholding and grant

Rhea-AI Filing Summary

Quad/Graphics, Inc. Pres & Chief Operating Officer David J. Honan reported routine equity transactions. On March 1, 2026, he disposed of 73,557 Class A shares at $6.91 per share through tax-withholding tied to vesting restricted stock, not an open-market sale. He also acquired a grant of 38,820 restricted Class A shares that will vest on March 1, 2029, bringing his directly held Class A stake to 736,321 shares. Additional Class A and Class B holdings are reported indirectly as trustee of family trusts and through a company savings plan, with beneficial ownership disclaimed except for his pecuniary interest.

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^*

Honan David J

(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)
	Pres & Chief Operating 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		73,557(1)	D	$6.91	697,501	D
Class A Common Stock	03/01/2026		A		38,820	A	$0	736,321(2)	D
Class A Common Stock								4,067	I	As Trustee - DQ 2008 Trust(3)
Class A Common Stock								4,067	I	As Trustee - HVQ 2003 Trust(4)
Class A Common Stock								4,067	I	As Trustee - MAQ 2001 Trust(5)
Class A Common Stock								801.0088(6)	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	(7)							(7)	(7)	Class A Common Stock	2,870		2,870	I	As Trustee - HVQ 2003 Trust(4)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	2,868		2,868	I	As Trustee - MAQ 2001 Trust(5)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	2,870		2,870	I	As Trustee - DQ 2008 Trust(3)

Explanation of Responses:

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

2. Includes 38,820 shares of restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, that will vest on March 1, 2029.

3. 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 his pecuniary interest therein.

4. 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 his pecuniary interest therein.

5. 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 his pecuniary interest therein.

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

7. 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.

	/s/ Alexander N. Pyke, attorney-in-fact for David J. Honan	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).
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FAQ

What insider transactions did Quad/Graphics (QUAD) report for David J. Honan?

Quad/Graphics reported that David J. Honan had shares withheld for taxes and received a stock grant. He disposed of 73,557 Class A shares via tax-withholding and acquired 38,820 restricted Class A shares that will vest on March 1, 2029.

Was the Quad/Graphics (QUAD) insider transaction an open-market sale?

The disposal was not an open-market sale. The 73,557 Class A shares were withheld to cover tax liabilities upon vesting of previously granted restricted stock, a routine administrative transaction rather than a discretionary sale into the market.

How many Quad/Graphics (QUAD) shares does David J. Honan hold directly after the transactions?

After these transactions, David J. Honan directly holds 736,321 Class A shares. This figure includes 38,820 shares of restricted stock granted under the 2020 Omnibus Incentive Plan that are scheduled to vest on March 1, 2029, subject to applicable plan terms.

What restricted stock award did Quad/Graphics (QUAD) grant to David J. Honan?

He received a grant of 38,820 shares of restricted Class A common stock. The award was granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and is scheduled to fully vest on March 1, 2029, assuming conditions under the plan are satisfied.

What indirect Quad/Graphics (QUAD) holdings are reported for David J. Honan?

Indirect holdings include Class A and Class B shares held as trustee for the Danica Quadracci 2008 Trust, Halle Victoria Quadracci 2003 Trust, and Meghan Angela Quadracci 2001 Trust, plus shares in a company savings plan, with beneficial ownership disclaimed except for his pecuniary interest.

How is Quad/Graphics (QUAD) Class B stock related to Class A stock in this filing?

The filing states that Quad/Graphics Class B common stock is convertible into Class A common stock on a one-for-one basis at no cost. The Class B shares have no expiration date, providing flexibility to convert into Class A in the future if desired.