Quad/Graphics (QUAD) accounting chief uses 5,526 shares to cover taxes

Rhea-AI Filing Summary

Quad/Graphics, Inc. executive Anne M. Bauer, VP and Chief Accounting Officer, reported a tax-related share disposition. On 2026-03-01, 5,526 shares of Class A Common Stock were withheld at $6.91 per share to cover tax liability upon vesting of previously granted restricted stock.

After this tax-withholding disposition, Bauer directly held 53,281 Class A shares. She also had an additional 338.8048 Class A shares held indirectly through a Company 401(a) Savings Plan, based on information from the plan administrator as of 02/28/2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BAUER ANNE M

Role VP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	5,526	$6.91	$38K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 53,281 shares (Direct); Class A Common Stock — 338.805 shares (Indirect, By 401(a) Plan)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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^*

BAUER ANNE 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)
	VP, Chief Accounting 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		5,526(1)	D	$6.91	53,281	D
Class A Common Stock								338.8048(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 Anne M. Bauer	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 Anne M. Bauer?

Quad/Graphics reported that Anne M. Bauer had shares withheld to cover taxes upon vesting of restricted stock. The transaction involved Class A Common Stock and was recorded as a tax-withholding disposition rather than an open-market sale.

How many Quad/Graphics shares were withheld for Anne M. Bauer’s taxes?

A total of 5,526 Quad/Graphics Class A Common Stock shares were withheld to satisfy tax liabilities tied to vesting restricted stock. The shares were valued at $6.91 per share for this tax-related disposition, according to the Form 4 filing.

How many Quad/Graphics shares does Anne M. Bauer hold after the Form 4 transaction?

Following the tax-withholding disposition, Anne M. Bauer directly held 53,281 Quad/Graphics Class A shares. She also had 338.8048 additional shares held indirectly through the Company’s 401(a) Savings Plan based on plan administrator information as of 02/28/2026.

Was the Quad/Graphics Form 4 transaction an open-market sale of shares?

No, the Form 4 for Quad/Graphics describes a tax-withholding disposition, not an open-market sale. Shares were withheld to cover tax liability upon vesting of previously issued restricted stock, which is a common administrative transaction for equity compensation.

What role does Anne M. Bauer hold at Quad/Graphics (QUAD)?

Anne M. Bauer serves as Vice President and Chief Accounting Officer at Quad/Graphics. Her position is disclosed in the Form 4 filing, which reports her equity compensation-related share withholding and resulting ownership in the company’s Class A Common Stock.

How are Anne M. Bauer’s indirect Quad/Graphics shares held?

Her indirect Quad/Graphics Class A shares are held through the Company’s 401(a) Savings Plan. The filing notes 338.8048 shares credited under the plan, based on information provided by the plan administrator as of 02/28/2026, reflecting retirement-related ownership.