Form 4: Quad/Graphics CEO Acquires 425,895 Restricted Shares

J. Joel Quadracci, Chairman, President, and CEO of Quad/Graphics, reported the acquisition of 425,895 restricted Class A Common Stock shares.

Summary

• J. Joel Quadracci, Chairman, President, and CEO of Quad/Graphics, Inc. (QUAD), reported changes in beneficial ownership.
• Acquired 425,895 shares of Class A Common Stock as restricted stock on January 1, 2026, with a price of $0 per share.
• These restricted shares were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and will vest on March 1, 2029.
• Following the transaction, direct beneficial ownership of Class A Common Stock totals 2,600,977 shares.
• Indirect beneficial ownership of Class A Common Stock includes 4,456.6875 shares through a 401(a) Plan, based on information as of December 31, 2025.
• Also reported beneficial ownership of Class B Common Stock, which is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
• Direct beneficial ownership of Class B Common Stock (convertible to Class A) is 229,364 shares.
• Indirect beneficial ownership of Class B Common Stock (convertible to Class A) includes 2,354 shares via the Alexander Q. Harned 2007 Trust, 2,354 shares via the Elizabeth Quadracci Harned 2003 Trust, 120,009 shares via the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci, 2,354 shares via the Kathryn B. Harned 2004 Trust, and 2,354 shares via the William V. Harned 2006 Trust.

Sentiment

Score: 6

Explanation: The filing reports a routine grant of restricted stock to the CEO, which is generally viewed as a neutral to slightly positive event as it aligns management's interests with shareholders over the long term, without indicating any immediate operational or financial changes.

Positives

• The acquisition of 425,895 restricted shares by the Chairman, President, and CEO aligns management's interests with those of shareholders.
• The grant of restricted stock is a common incentive mechanism, indicating ongoing commitment and retention of key leadership.

Risks

• The 425,895 restricted shares are subject to a vesting period until March 1, 2029, meaning the full benefit is not immediate and is contingent on continued employment and/or performance conditions.

Future Outlook

The 425,895 shares of restricted Class A Common Stock granted to J. Joel Quadracci are scheduled to vest on March 1, 2029, indicating a future increase in his unrestricted beneficial ownership.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically an equity grant, which is a standard component of executive compensation packages across various industries. It reflects the company's ongoing use of long-term incentives to align executive interests with shareholder value creation.

Related Party Transactions

• J. Joel Quadracci holds indirect beneficial ownership of Class B Common Stock through several trusts (Alexander Q. Harned 2007 Trust, Elizabeth Quadracci Harned 2003 Trust, HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci, Kathryn B. Harned 2004 Trust, William V. Harned 2006 Trust) where he serves as a trustee and/or is a current or future beneficiary. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders may view the restricted stock grant positively as it increases the CEO's equity stake, potentially enhancing alignment between executive incentives and long-term shareholder value.
• Employees may see this as a standard executive compensation practice, potentially reinforcing confidence in leadership's commitment to the company's future.

Next Steps

• The 425,895 restricted shares will vest on March 1, 2029, subject to the terms of the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.

Key Dates

Recommendation

A Form 4 filing primarily reports changes in insider beneficial ownership and does not typically provide new fundamental information to warrant a change in investment recommendation. The acquisition of restricted stock aligns management interests with shareholders but is a routine compensation event, not a catalyst for significant price movement.

Keywords

Quad/Graphics, QUAD, Form 4, Insider Transaction, Restricted Stock, Beneficial Ownership, CEO Stock Grant, Corporate Governance, Equity Compensation