Quad/Graphics (QUAD) COO reports 149,064-share restricted stock grant

Rhea-AI Filing Summary

Quad/Graphics, Inc. disclosed that its Chief Operating Officer, who files as an officer of the company, received a grant of 149,064 shares of Class A restricted stock on 01/01/2026. These shares were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and are scheduled to vest on March 1, 2029.

After this grant, the reporting person beneficially owns 771,058 shares of Class A Common Stock directly, along with additional Class A shares held indirectly as trustee for several family trusts and through a company 401(a) savings plan. The filing also notes interests in Class B Common Stock that is convertible into Class A Common Stock on a 1-for-1 basis with no expiration date.

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

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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)
	Chief Operating Officer

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		149,064	A	$0	771,058(1)	D
Class A Common Stock								4,067	I	As Trustee - DQ 2008 Trust(2)
Class A Common Stock								4,067	I	As Trustee - HVQ 2003 Trust(3)
Class A Common Stock								4,067	I	As Trustee - MAQ 2001 Trust(4)
Class A Common Stock								801.0088(5)	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	(6)							(6)	(6)	Class A Common Stock	2,870		2,870	I	As Trustee - DQ 2008 Trust(2)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	2,870		2,870	I	As Trustee - HVQ 2003 Trust(3)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	2,868		2,868	I	As Trustee - MAQ 2001 Trust(4)

Explanation of Responses:

1. Includes 149,064 shares of restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, that will vest on March 1, 2029.

2. 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.

3. 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.

4. 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.

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

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.

	/s/ Alexander N. Pyke, attorney-in-fact for David J. Honan	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Quad/Graphics (QUAD) report in this Form 4?

The company reported that its Chief Operating Officer received a grant of 149,064 shares of Class A restricted stock on 01/01/2026 under the 2020 Omnibus Incentive Plan.

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

The 149,064 restricted Class A shares granted to the Chief Operating Officer are scheduled to vest on March 1, 2029.

How many Quad/Graphics (QUAD) Class A shares does the reporting person own directly after this transaction?

Following the reported grant, the reporting person beneficially owns 771,058 shares of Class A Common Stock directly.

What indirect Quad/Graphics (QUAD) holdings are reported in the Form 4?

The filing lists indirect holdings of 4,067 Class A shares in each of three family trusts, plus 801.0088 Class A shares held through a 401(a) savings plan.

What does the Form 4 say about Quad/Graphics (QUAD) Class B Common Stock?

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

The reporting person is identified as an officer of Quad/Graphics, Inc., serving as the company’s Chief Operating Officer.