Quad/Graphics (NYSE: QUAD) counsel uses share withholding to cover taxes

Rhea-AI Filing Summary

Quad/Graphics, Inc. General Counsel & Corporate Secretary Dana B. Gruen reported tax-related share dispositions, not open-market sales. On March 1, 2026, 10,508 and 8,694 shares of Class A Common Stock at $6.91 per share were withheld to cover tax liabilities upon vesting of restricted stock. After these transactions, she held 197,153 shares directly and 1,125.9845 shares indirectly through the company’s 401(a) Savings Plan as of February 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^*

Gruen Dana B.

(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)
	General Counsel & Corp Sec

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		10,508(1)	D	$6.91	205,847	D
Class A Common Stock	03/01/2026		F		8,694(1)	D	$6.91	197,153	D
Class A Common Stock								1,125.9845(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 Dana B. Gruen	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 did QUAD insider Dana B. Gruen report on this Form 4?

Dana B. Gruen reported that Quad/Graphics withheld Class A shares to cover tax liabilities from vesting restricted stock. These are tax-withholding dispositions, not open-market sales, and reflect standard equity compensation administration for the company’s General Counsel & Corporate Secretary.

How many Quad/Graphics (QUAD) shares were withheld for taxes?

Quad/Graphics withheld 10,508 and 8,694 shares of Class A Common Stock at $6.91 per share to satisfy tax obligations tied to restricted stock vesting. This reduced the insider’s direct holdings while settling required tax liabilities in shares instead of cash.

Are the QUAD insider transactions open-market sales of stock?

No, the QUAD insider transactions are coded “F,” meaning shares were withheld to pay tax liabilities on vesting restricted stock. The filing and footnote clarify these are tax-withholding dispositions, not discretionary open-market sales executed by the insider on an exchange.

How many Quad/Graphics shares does Dana B. Gruen hold after the transactions?

After the reported transactions, Dana B. Gruen directly holds 197,153 Quad/Graphics Class A shares and indirectly holds 1,125.9845 shares through the company’s 401(a) Savings Plan, based on information furnished by the plan administrator as of February 28, 2026.

What role does Dana B. Gruen hold at Quad/Graphics (QUAD)?

Dana B. Gruen serves as Quad/Graphics’ General Counsel & Corporate Secretary, according to the Form 4. The reported share withholdings relate to equity compensation and associated tax obligations tied to her role, rather than independent investment decisions in the open market.

What does transaction code F mean for QUAD Form 4 filings?

Transaction code F indicates payment of an exercise price or tax liability by delivering or withholding securities. In this QUAD filing, shares were withheld at $6.91 each to cover taxes due upon restricted stock vesting, rather than being sold voluntarily on the open market.