Quad/Graphics (QUAD) awards 76,661 restricted shares to General Counsel

Rhea-AI Filing Summary

Quad/Graphics, Inc. reported that its General Counsel and Corporate Secretary, Dana B. Gruen, received a grant of 76,661 shares of Class A common stock on 01/01/2026. The shares were awarded at a price of $0 per share as restricted stock under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and are scheduled to vest on March 1, 2029.

Following this grant, Gruen beneficially owns 216,355 shares of Class A common stock directly. In addition, there are 1,125.9845 shares held indirectly through a Company Savings (401(a)) Plan, based on information from the plan administrator as of 12/31/2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gruen Dana B.

Role General Counsel & Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	76,661	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 216,355 shares (Direct); Class A Common Stock — 1,125.985 shares (Indirect, By 401(a) Plan)

Footnotes (1)

1. Includes 76,661 shares of restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, that will vest on March 1, 2029. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 12/31/2025.

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^*

Gruen Dana B.

(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)
	General Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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	01/01/2026		A		76,661	A	$0	216,355(1)	D
Class A Common Stock								1,125.9845(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. Includes 76,661 shares of restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, that will vest on March 1, 2029.

2. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 12/31/2025.

	/s/ Alexander N. Pyke, attorney-in-fact for Dana B. Gruen	01/05/2026
	** 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 equity award was reported for Quad/Graphics (QUAD)?

The General Counsel and Corporate Secretary, Dana B. Gruen, was granted 76,661 shares of Quad/Graphics Class A common stock as restricted stock on 01/01/2026 at a price of $0 per share.

When do the newly granted Quad/Graphics (QUAD) restricted shares vest?

The 76,661 restricted shares of Quad/Graphics Class A common stock granted to Dana B. Gruen are scheduled to vest on March 1, 2029.

How many Quad/Graphics (QUAD) shares does Dana B. Gruen beneficially own after the reported transaction?

After the reported grant, Dana B. Gruen beneficially owns 216,355 shares of Quad/Graphics Class A common stock directly, plus 1,125.9845 shares held indirectly through a Company Savings (401(a)) Plan.

What is the role of the reporting person in Quad/Graphics (QUAD)?

The reporting person, Dana B. Gruen, is an officer of Quad/Graphics, serving as General Counsel & Corporate Secretary.

Under which plan were the Quad/Graphics (QUAD) restricted shares granted?

The 76,661 restricted shares were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.

How were the indirect Quad/Graphics (QUAD) shares reported in this filing determined?

The 1,125.9845 indirectly held shares were reported as acquired under the Company Savings Plan, based on information furnished by the plan administrator as of 12/31/2025.