Quad/Graphics, Inc. (QUAD) director discloses stock grant and trust stakes

Rhea-AI Filing Summary

Quad/Graphics, Inc. director Kathryn Quadracci Flores reported receiving a grant of 11,244 shares of Class A common stock on January 1, 2026 at a price of $0 per share.

The shares are restricted stock granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and are scheduled to vest on March 1, 2029. After this grant, she beneficially owns 118,883 Class A shares directly, which include the restricted stock and 69,043 shares attributable to deferred stock units and dividend equivalents.

She also reports additional indirect holdings of Class A shares as trustee for several family trusts, and interests in Class B common stock that is convertible into Class A common stock on a 1-for-1 basis at no cost and with no expiration date. For each trust position, she disclaims beneficial ownership beyond her 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

OMB Number:			3235-0287
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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^*

Flores Kathryn Quadracci

(Last) (First) (Middle)

C/O QUAD/GRAPHICS, INC.

N61 W23044 HARRY'S WAY

(Street)

SUSSEX WI 53089-3995

(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
	Officer (give title below)		Other (specify below)

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		11,244	A	$0	118,883(1)(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)

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	(6)							(6)	(6)	Class A Common Stock	14,915		14,915	I	As Trustee - HRQ 2014 Trust(7)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	2,870		2,870	I	As Trustee - HVQ 2003 Trust(4)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	2,870		2,870	I	As Trustee - DQ 2008 Trust(3)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	2,868		2,868	I	As Trustee - MAQ 2001 Trust(5)

Explanation of Responses:

1. Includes 11,244 shares of restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, that will vest on March 1, 2029.

2. Includes 69,043 shares attributable to deferred stock units and dividend equivalents. The deferred stock units were granted under the Quad/Graphics, Inc. 2010 and 2020 Omnibus Incentive Plans.

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 her 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 her 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 her pecuniary interest therein.

6. 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.

7. As Trustee for the H. Richard Quadracci 2014 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 her pecuniary interest therein.

	/s/ Alexander N. Pyke, as attorney-in-fact for Kathryn Quadracci Flores	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.
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FAQ

What insider transaction did Quad/Graphics (QUAD) disclose in this filing?

The filing reports that director Kathryn Quadracci Flores received a grant of 11,244 shares of Quad/Graphics Class A common stock on January 1, 2026 at a price of $0 per share.

What type of Quad/Graphics shares were granted and when do they vest?

The 11,244 shares are restricted stock granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan. They are scheduled to vest on March 1, 2029.

How many Quad/Graphics Class A shares does the director own after this transaction?

Following the reported transaction, Kathryn Quadracci Flores beneficially owns 118,883 shares of Quad/Graphics Class A common stock directly, including the restricted shares and 69,043 shares attributable to deferred stock units and dividend equivalents.

What indirect Quad/Graphics share holdings does the reporting person have through trusts?

She reports indirect ownership of 4,067 Class A shares in each of the Danica Quadracci 2008 Trust, the Halle Victoria Quadracci 2003 Trust, and the Meghan Angela Quadracci 2001 Trust, in each case as trustee, and disclaims beneficial ownership except to the extent of her pecuniary interest.

How is Quad/Graphics Class B common stock treated in this insider report?

The report notes that Quad/Graphics 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. Several trustee positions hold Class B shares that are shown with underlying Class A share amounts.

What is the reporting person’s relationship to Quad/Graphics (QUAD)?

The reporting person, Kathryn Quadracci Flores, is identified as a Director of Quad/Graphics, Inc. and the Form 4 is filed for one reporting person.