Quad/Graphics (NYSE: QUAD) director transfers 10,655 shares back to company

Rhea-AI Filing Summary

Quad/Graphics director Kathryn Quadracci Flores transferred 10,655 shares of Class A Common Stock back to the company on March 6, 2026 in a disposition to the issuer at a weighted average price of $6.6524 per share. Following this, she directly holds 89,363 Class A shares.

She is also listed as trustee for several family trusts that hold Class B Common Stock and additional Class A shares, with reported post-transaction holdings such as 2,870 and 14,915 Class B shares and 4,067 Class A shares per trust. Footnotes state she disclaims beneficial ownership of these trust-held securities except for her pecuniary interest. Class B shares are convertible into Class A on a 1-for-1 basis at no cost with no expiration date.

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^*

Flores Kathryn Quadracci

(Last) (First) (Middle)

C/O QUAD/GRAPHICS, INC.

N61 W23044 HARRY'S WAY

(Street)

SUSSEX WI 53089-3995

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		D		10,655	D	$6.6524(1)	89,363	D
Class A Common Stock								4,067	I	As Trustee - DQ 2008 Trust(2)
Class A Common Stock								4,067	I	As Trustee - HVQ 2003 Trust(3)
Class A Common Stock								4,067	I	As Trustee - MAQ 2001 Trust(4)

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
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	2,870		2,870	I	As Trustee - DQ 2008 Trust(2)
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	14,915		14,915	I	As Trustee - HRQ 2014 Trust(6)
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	2,870		2,870	I	As Trustee - HVQ 2003 Trust(3)
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	2,868		2,868	I	As Trustee - MAQ 2001 Trust(4)

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $6.65 to $6.67. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.

2. As Trustee for the Danica Quadracci 2008 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

3. As Trustee for the Halle Victoria Quadracci 2003 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

4. As Trustee for the Meghan Angela Quadracci 2001 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

5. Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.

6. As Trustee for the H. Richard Quadracci 2014 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

	/s/ Alexander N. Pyke, as attorney-in-fact for Kathryn Quadracci Flores	03/09/2026
	** 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.

FAQ

What did Quad/Graphics (QUAD) director Kathryn Quadracci Flores do in this Form 4?

Kathryn Quadracci Flores transferred 10,655 shares of Quad/Graphics Class A Common Stock back to the company. The disposition occurred on March 6, 2026, at a weighted average price of $6.6524 per share, and was reported as a transaction directly in her name.

At what price were Kathryn Quadracci Flores’ Quad/Graphics shares disposed?

The shares were disposed at a weighted average price of $6.6524 per share. Footnotes explain actual prices ranged from $6.65 to $6.67, and detailed breakdowns by price level are available from the company, shareholders, or SEC staff upon request.

How many Quad/Graphics shares does Kathryn Quadracci Flores hold after the transaction?

After the transaction, she directly holds 89,363 shares of Quad/Graphics Class A Common Stock. Additional Class A and Class B shares are reported as held by various family trusts where she serves as trustee, with beneficial ownership disclaimed except for any pecuniary interest.

How are the trust-held Quad/Graphics shares attributed in this Form 4?

Several positions are reported as held by family trusts where Flores is trustee, including the Danica Quadracci 2008 Trust and others. She disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest, meaning they are primarily attributed to the respective trusts.

What is the relationship between Quad/Graphics Class A and Class B Common Stock?

The filing states that Quad/Graphics Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost. The Class B shares have no expiration date, allowing future conversion to Class A whenever the holder chooses, under the stated terms.

Does this Quad/Graphics Form 4 show open-market buying or selling by Kathryn Quadracci Flores?

No. The reported transaction is coded as a disposition to the issuer, meaning shares were transferred back to Quad/Graphics rather than traded on the open market. The filing does not show any open-market purchase or sale activity by her in this instance.