Quad/Graphics CEO awarded 425,895 restricted Class A shares

Quad/Graphics, Inc. Chairman, President and CEO J. Joel Quadracci reported an equity award and updated holdings in the company’s Class A common stock.

Rhea-AI Filing Summary

Quad/Graphics, Inc. Chairman, President and CEO J. Joel Quadracci reported an equity award and updated holdings in the company’s Class A common stock. On 01/01/2026, he acquired 425,895 shares of Class A common stock as restricted stock at a price of $0.

Following this grant, he beneficially owns 2,600,977 Class A shares directly, including the restricted stock that is scheduled to vest on March 1, 2029, plus 4,456.6875 Class A shares through a 401(a) savings plan. He is also reported as holding multiple positions in Class B common stock, which is convertible into Class A common stock on a 1-for-1 basis at no cost, both directly and as trustee of several family trusts where he disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Grant/Award: 425,895 shares

Grant/Award 8 txns

Insider Quadracci J Joel

Role Chairman, Pres & CEO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	425,895	$0.00	$0.00
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
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	--	--	--

Holdings After Transaction: Class A Common Stock — 2,600,977 shares (Direct); Class B Common Stock — 229,364 contracts (Direct); Class B Common Stock — 2,354 contracts (Indirect, As Trustee - AQH Tr); Class B Common Stock — 2,354 contracts (Indirect, As Trustee - EQH Tr); Class B Common Stock — 120,009 contracts (Indirect, As Trustee - HVQ For Joel); Class B Common Stock — 2,354 contracts (Indirect, As Trustee - KBH Tr); Class B Common Stock — 2,354 contracts (Indirect, As Trustee - WVH Tr); Class A Common Stock — 4,456.6875 shares (Indirect, By 401(a) Plan)

Footnotes (8)

1. F1. Includes 425,895 shares of restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, that will vest on March 1, 2029.
2. F2. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 12/31/2025.
3. F3. 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.
4. F4. As Trustee for the Alexander Q. Harned 2007 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. F5. As Trustee for the Elizabeth Quadracci Harned 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.
6. F6. As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. 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.
7. F7. As Trustee for the Kathryn B. Harned 2004 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.
8. F8. As Trustee for the William V. Harned 2006 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Quad/Graphics (QUAD) report for J. Joel Quadracci?

The filing reports that on 01/01/2026, J. Joel Quadracci acquired 425,895 shares of Quad/Graphics Class A common stock as restricted stock at a price of $0.

How many Quad/Graphics (QUAD) Class A shares does J. Joel Quadracci beneficially own after this transaction?

After the reported transaction, he beneficially owns 2,600,977 Class A common shares directly and an additional 4,456.6875 Class A shares indirectly through a 401(a) Plan.

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

The 425,895 restricted Class A shares were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and are scheduled to vest on March 1, 2029.

What is J. Joel Quadracci’s role at Quad/Graphics (QUAD)?

He is reported as a Director and an Officer, serving as Chairman, President and CEO of Quad/Graphics, Inc.

How are Quad/Graphics Class B shares treated in this insider report?

The report explains that 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.

What indirect Quad/Graphics (QUAD) holdings does J. Joel Quadracci report as trustee?

He is listed as trustee for several family trusts (including the Alexander Q. Harned 2007 Trust, Elizabeth Quadracci Harned 2003 Trust, and others) holding Class B stock convertible into Class A; he disclaims beneficial ownership except to the extent of his pecuniary interest.

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

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Accepted by SEC EDGAR 01/05/2026 - 12:43 PM 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^*

Quadracci J Joel

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, Pres & CEO

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		425,895	A	$0	2,600,977(1)	D
Class A Common Stock								4,456.6875(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
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	229,364		229,364	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - AQH Tr(4)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - EQH Tr(5)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	120,009		120,009	I	As Trustee - HVQ For Joel(6)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - KBH Tr(7)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - WVH Tr(8)

Explanation of Responses:

1. Includes 425,895 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.

3. 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.

4. As Trustee for the Alexander Q. Harned 2007 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 Elizabeth Quadracci Harned 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.

6. As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. 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.

7. As Trustee for the Kathryn B. Harned 2004 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.

8. As Trustee for the William V. Harned 2006 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.

	/s/ Alexander N. Pyke, attorney-in-fact for J. Joel Quadracci	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).
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