Quad/Graphics (NYSE: QUAD) CFO reports tax-withholding of 21,463 shares

Rhea-AI Filing Summary

Quad/Graphics, Inc. CFO & Treasurer Anthony Staniak reported a tax-withholding disposition of company stock tied to restricted share vesting. On this transaction, 21,463 shares of Class A Common Stock were withheld at a price of $6.91 per share to cover tax liabilities when previously granted restricted stock vested, rather than being sold in the open market.

After this withholding, Staniak directly owned 387,498 Class A shares. He also had an additional 619.9973 shares held indirectly through a Company Savings (401(a)) Plan, based on information from the plan administrator as of 02/28/2026.

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^*

Staniak Anthony

(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)
	CFO & Treasurer

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		21,463(1)	D	$6.91	387,498	D
Class A Common Stock								619.9973(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 Anthony C. Staniak	03/03/2026
	** 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 for Anthony Staniak?

Quad/Graphics CFO & Treasurer Anthony Staniak reported a tax-withholding disposition of 21,463 Class A shares. The shares were withheld to satisfy tax liabilities triggered by the vesting of previously issued restricted stock awards, not sold in an open-market transaction.

What does the Form 4 tax-withholding transaction mean for QUAD shares?

The transaction reflects shares withheld to pay taxes on vested restricted stock, not a discretionary stock sale. Such transactions are common when equity awards vest, allowing taxes to be settled in shares instead of cash, while the remaining shares stay with the executive.

How many Quad/Graphics shares does Anthony Staniak hold after this Form 4?

Following the tax-withholding disposition, Anthony Staniak directly held 387,498 Quad/Graphics Class A shares. He also had 619.9973 additional shares indirectly through a Company Savings (401(a)) Plan, according to information from the plan administrator as of February 28, 2026.

Was the QUAD insider transaction an open-market stock sale?

No, the transaction was not an open-market sale. The 21,463 Quad/Graphics shares were withheld by the company to cover tax obligations arising from vesting restricted stock, a non-discretionary event commonly reflected with transaction code “F” on Form 4.

What is the share price used in the QUAD Form 4 tax withholding?

The tax-withholding disposition used a share price of $6.91 for 21,463 Quad/Graphics Class A shares. This price is used solely for reporting the transaction value on Form 4 and reflects the amount applied to satisfy the related tax liability.

How is the 401(a) Plan position reported for Quad/Graphics (QUAD)?

Staniak’s 401(a) Plan holdings are reported as 619.9973 Quad/Graphics Class A shares held indirectly. This balance comes from information furnished by the Company Savings Plan administrator as of February 28, 2026, and is separate from his directly held shares.