Quad/Graphics EVP reports tax-withheld share disposition

Quad/Graphics, Inc. executive Kelly A. Vanderboom reported a tax-related share disposition.

Accepted by SEC EDGAR 03/03/2026 - 10:58 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Quad/Graphics, Inc. executive Kelly A. Vanderboom reported a tax-related share disposition. On the vesting of previously granted restricted stock, 25,407 shares of Class A common stock were withheld at a price of $6.91 per share to cover tax liabilities, rather than being sold in the open market. After this transaction, she directly held 319,556 shares. She also had an additional 1,828.5361 shares held indirectly through a company savings (401(a)) plan based on information as of 02/28/2026.

Insider Trade Summary

Exercise Price or Tax Liability: 25,407 shares

Exercise Price or Tax Liability 1 txn

Insider Vanderboom Kelly A

Role EVP Head of Agency Operations

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	25,407	$6.91	$176K
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 319,556 shares (Direct); Class A Common Stock — 1,828.5361 shares (Indirect, By 401(a) Plan)

Holdings Before and After: Class A Common Stock, 344,963 to 319,556 shares (Direct)

Footnotes (2)

1. F1. Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock previously issued.
2. F2. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 02/28/2026.

FAQ

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What insider transaction did Quad/Graphics (QUAD) report for Kelly A. Vanderboom?

Quad/Graphics reported a tax-withholding disposition by executive Kelly A. Vanderboom, where 25,407 Class A common shares were withheld to pay taxes on vesting restricted stock, rather than sold in the open market.

How many Quad/Graphics (QUAD) shares were withheld for taxes in this Form 4?

The filing shows 25,407 shares of Quad/Graphics Class A common stock were withheld at $6.91 per share to satisfy tax liabilities arising from the vesting of previously issued restricted stock awards.

How many Quad/Graphics (QUAD) shares does Kelly A. Vanderboom hold after the transaction?

After the tax-withholding transaction, Kelly A. Vanderboom directly held 319,556 Quad/Graphics Class A shares, with an additional 1,828.5361 shares held indirectly through a company 401(a) savings plan as of 02/28/2026.

Was the Quad/Graphics (QUAD) insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition, where shares were withheld to pay tax liabilities on vesting restricted stock, rather than an open-market sale initiated to change investment exposure.

What does transaction code F mean in the Quad/Graphics (QUAD) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering or withholding securities. Here, 25,407 shares were withheld to cover taxes due on restricted stock vesting.

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

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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^*

Vanderboom Kelly A

(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)
	EVP Head of Agency Operations

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		25,407(1)	D	$6.91	319,556	D
Class A Common Stock								1,828.5361(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, as attorney-in-fact for Kelly A. Vanderboom	03/03/2026
	** 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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