Quad/Graphics (NYSE: QUAD) director receives 19,178 deferred stock units as equity award

Rhea-AI Filing Summary

Fuller Stephen M. reported acquisition or exercise transactions in this Form 4 filing.

Quad/Graphics, Inc. director Stephen M. Fuller received an equity award of 19,178 shares of Class A Common Stock in the form of deferred stock units on May 20, 2026. These units were granted at no cash cost as part of his director compensation.

The deferred stock units are scheduled to be delivered to him on May 20, 2028, unless he elects to defer further, or upon separation from service. After this award, Fuller directly holds 225,503 shares of Class A Common Stock, including deferred stock units and dividend-equivalent units.

Insights

Corporate governance and compensation analyst

Routine director equity grant via deferred stock units, no open-market buying or selling.

Director Stephen M. Fuller acquired 19,178 Class A Common Stock equivalents as deferred stock units, with a stated price of $0.0000 per share. This indicates a compensation-related grant rather than a market transaction, consistent with standard non-employee director pay practices.

The units will be delivered on May 20, 2028 unless further deferred or paid earlier at separation from service. Footnotes also note dividend-equivalent units accruing on both this and prior awards, making this a long-term, stock-linked incentive rather than a signal on the current share price.

Since this is a routine equity compensation grant and not a discretionary purchase or sale, it typically carries limited informational value for near-term trading views and does not by itself imply a change in the company’s outlook.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fuller Stephen M.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	19,178	$0.00	--

Holdings After Transaction: Class A Common Stock — 225,503 shares (Direct, null)

Footnotes (1)

1. Includes 9,952 additional deferred stock units resulting from the payment of dividends on the class A common stock underlying deferred stock units previously granted. Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend payable date.

Key Figures

Deferred stock units granted: 19,178 shares Total shares after transaction: 225,503 shares Dividend-equivalent deferred units: 9,952 units +3 more

6 metrics

Deferred stock units granted 19,178 shares Grant on May 20, 2026 to Stephen M. Fuller

Total shares after transaction 225,503 shares Fuller’s direct Class A holdings following grant

Dividend-equivalent deferred units 9,952 units Additional units from dividends on prior deferred awards

Transaction code A (Grant, award, or other acquisition) Non-derivative acquisition of Class A Common Stock equivalents

Stated grant price $0.0000 per share Indicates compensation grant, not cash purchase

Scheduled delivery date May 20, 2028 Delivery of 19,178 deferred stock units unless further deferred

Key Terms

deferred stock units, Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, Class A Common Stock, dividend or other distribution

4 terms

deferred stock units financial

"Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Quad/Graphics, Inc. 2020 Omnibus Incentive Plan financial

"deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered"

Class A Common Stock financial

"Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

dividend or other distribution financial

"Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue"

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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^*

Fuller Stephen M.

(Last) (First) (Middle)

C/O QUAD/GRAPHICS, INC.

N61 W23044 HARRY'S WAY

(Street)

SUSSEX WISCONSIN 53089

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		A		19,178	A	$0	225,503(1)(2)	D

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 9,952 additional deferred stock units resulting from the payment of dividends on the class A common stock underlying deferred stock units previously granted.

2. Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend payable date.

	/s/ Alexander N. Pyke, attorney-in-fact for Stephen M. Fuller	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Quad/Graphics (QUAD) director Stephen M. Fuller report on this Form 4?

Stephen M. Fuller reported receiving 19,178 shares of Quad/Graphics Class A Common Stock as deferred stock units. The award is a compensation grant, not an open-market purchase or sale, and increases his total direct holdings to 225,503 shares including deferred and dividend-equivalent units.

Was the Quad/Graphics (QUAD) Form 4 transaction a stock purchase or sale?

The Form 4 shows an acquisition coded "A" as a grant or award, not an open-market purchase or sale. Fuller received 19,178 deferred stock units at a stated price of $0.0000 per share as part of his director compensation, with no cash market trade involved.

How many Quad/Graphics (QUAD) shares does Stephen M. Fuller hold after this grant?

After the reported transaction, Stephen M. Fuller directly holds 225,503 shares of Quad/Graphics Class A Common Stock. This total includes previously granted deferred stock units and additional units credited from dividend payments, as explained in the filing’s footnotes.

When will the newly granted Quad/Graphics (QUAD) deferred stock units be delivered?

The 19,178 deferred stock units granted to Stephen M. Fuller are scheduled to be delivered on May 20, 2028. Delivery may occur later if he elects further deferral, or earlier if he separates from service, according to the terms summarized in the filing footnotes.

What plan governs the Quad/Graphics (QUAD) deferred stock units granted to Stephen M. Fuller?

The deferred stock units were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan. This plan provides equity-based compensation, and any dividends on the underlying Class A Common Stock are converted into additional deferred stock units tied to the stock’s closing price on dividend dates.

How do dividends affect Stephen M. Fuller’s Quad/Graphics (QUAD) deferred stock units?

Dividends on the Class A Common Stock underlying Fuller’s deferred stock units are not paid in cash but accrue as additional units. The filing notes 9,952 extra deferred stock units from prior dividend payments, with future dividends similarly converted based on the stock’s closing price on dividend dates.