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Quad/Graphics (NYSE: QUAD) director awarded 19,178 deferred stock units, 218,852 shares held

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Quad/Graphics, Inc. director Jay O. Rothman reported an award of 19,178 shares of Class A Common Stock on a deferred basis, classified as a grant or other acquisition with no cash price per share. Following this award, his directly held and deferred Class A holdings total 218,852 shares.

Footnotes explain that these 19,178 shares are attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and are scheduled to be delivered on May 20, 2028, unless further deferred or delivered earlier upon separation from service. Additional deferred stock units may accrue over time from dividends on the underlying Class A shares.

Positive

  • None.

Negative

  • None.
Insider Rothman Jay O.
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 19,178 $0.00 --
Holdings After Transaction: Class A Common Stock — 218,852 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.
Deferred stock unit grant 19,178 shares Class A Common Stock award on May 20, 2026
Holdings after transaction 218,852 shares Class A Common Stock following grant
Grant price $0.00 per share Compensation award, not market purchase
Dividend DSU accrual 9,952 units Additional deferred stock units from dividends
Scheduled delivery date May 20, 2028 Planned delivery of 19,178 deferred units
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"
separation from service financial
"delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service"
dividends financial
"resulting from the payment of dividends on the class A common stock underlying deferred stock units previously granted"
Dividends are cash payments a company gives to its shareholders from profits or cash reserves, effectively sharing part of its earnings with owners. They matter to investors because they provide a steady income stream, act like an interest or rent payment on owning the stock, and signal management’s confidence in the business—factors that influence total return and share price. Regular or special dividends can change an investor’s income and reinvestment strategy.
deferred stock units resulting from the payment of dividends financial
"Includes 9,952 additional deferred stock units resulting from the payment of dividends on the class A common stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Rothman Jay O.
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/20/2026A19,178A$0218,852(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Jay O. Rothman05/22/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Quad/Graphics (QUAD) director Jay O. Rothman report in this Form 4?

Jay O. Rothman reported receiving 19,178 shares of Quad/Graphics Class A Common Stock as a deferred stock unit grant. The award is recorded with a zero cash price per share and increases his direct and deferred Class A holdings to a total of 218,852 shares.

Is the Quad/Graphics (QUAD) Form 4 transaction a market purchase or sale?

The Form 4 shows a grant or award acquisition, not a market trade. Rothman acquired 19,178 Class A shares through deferred stock units, coded as an “A” transaction, with no per-share cash price, reflecting compensation rather than an open-market buy or sell.

How many Quad/Graphics (QUAD) shares does Jay O. Rothman hold after this award?

After the reported grant, Rothman holds 218,852 shares of Quad/Graphics Class A Common Stock, including deferred stock units. This figure represents his direct ownership position as reflected in the Form 4 immediately following the 19,178-share deferred stock unit award.

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

The 19,178 shares attributable to deferred stock units are scheduled for delivery on May 20, 2028. Delivery can occur on that date unless Rothman elects further deferral, or it may be accelerated upon his separation from service, according to the described plan terms.

How do dividends affect Jay O. Rothman’s Quad/Graphics (QUAD) deferred stock units?

Dividends on Quad/Graphics Class A Common Stock underlying Rothman’s deferred stock units accrue as additional deferred stock units. These are based on the closing stock price on each dividend payable date, so his deferred balance can grow as dividends are paid under the plan.

What plan governs the Quad/Graphics (QUAD) deferred stock units granted to Rothman?

The deferred stock units are granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan. This plan governs the terms of the 19,178-share award, including deferred delivery, dividend-based unit accrual, and potential delivery upon separation from service or at the scheduled 2028 date.