Form 4: Quad/Graphics Director Acquires Shares, Restricted Stock

Quad/Graphics Director Kathryn Quadracci Flores reported the acquisition of 11,244 shares of Class A Common Stock and increased beneficial ownership through various trusts.

Summary

• Kathryn Quadracci Flores, a Director at Quad/Graphics, Inc., reported an acquisition of 11,244 shares of Class A Common Stock.
• The transaction occurred on January 1, 2026, with a transaction code "A" indicating an award, grant, or other acquisition at a price of $0.
• Following this transaction, her direct beneficial ownership of Class A Common Stock totals 118,883 shares.
• This direct ownership includes 11,244 shares of restricted stock, granted under the 2020 Omnibus Incentive Plan, which will vest on March 1, 2029.
• It also includes 69,043 shares attributable to deferred stock units and dividend equivalents from the 2010 and 2020 Omnibus Incentive Plans.
• Indirectly, Flores holds Class A Common Stock as a trustee for several trusts: 4,067 shares for the Danica Quadracci 2008 Trust, 4,067 shares for the Halle Victoria Quadracci 2003 Trust, and 4,067 shares for the Meghan Angela Quadracci 2001 Trust.
• She also indirectly holds Class B Common Stock, convertible 1-for-1 into Class A Common Stock, as a trustee for the H. Richard Quadracci 2014 Trust (14,915 shares), the Halle Victoria Quadracci 2003 Trust (2,870 shares), the Danica Quadracci 2008 Trust (2,870 shares), and the Meghan Angela Quadracci 2001 Trust (2,868 shares).
• Flores disclaims beneficial ownership of the securities held in trusts except to the extent of her pecuniary interest.

Sentiment

Score: 7

Explanation: The filing indicates a director's increased beneficial ownership through equity awards, which generally signals alignment of interests and confidence in the company's future. While not an open market purchase, it's a positive sign of long-term commitment.

Positives

• Director Kathryn Quadracci Flores acquired 11,244 shares of Class A Common Stock, indicating continued alignment with shareholder interests.
• The acquisition includes restricted stock and deferred stock units, which are part of incentive plans, suggesting management retention and long-term commitment.
• Increased beneficial ownership by a director can signal confidence in the company's future prospects.

Negatives

• The shares were acquired at a price of $0, indicating they were granted as compensation rather than purchased on the open market, which might be viewed differently by some investors.

Risks

• The reporting person disclaims beneficial ownership of shares held in trusts except to the extent of her pecuniary interest, which means her direct financial exposure to those specific shares is limited.

Future Outlook

NA

Industry Context

This filing reflects standard executive compensation practices within publicly traded companies, where directors and executives receive equity awards (restricted stock, deferred stock units) as part of their compensation package to align their interests with long-term shareholder value. The use of trusts for indirect ownership is also a common estate planning and wealth management strategy for high-net-worth individuals.

Comparison to Industry Standards

• The grant of restricted stock and deferred stock units at a $0 price is a common practice for executive and director compensation in many industries, aligning with typical incentive plans.
• The use of omnibus incentive plans (2010 and 2020) is standard for public companies like Quad/Graphics to manage equity compensation.
• The structure of indirect ownership through family trusts, with disclaimers of beneficial ownership beyond pecuniary interest, is a common legal and financial arrangement for directors in similar-sized public companies. Specific comparable companies or projects are not detailed in this filing.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership through various family trusts (Danica Quadracci 2008 Trust, Halle Victoria Quadracci 2003 Trust, Meghan Angela Quadracci 2001 Trust, H. Richard Quadracci 2014 Trust) where the reporting person acts as a trustee and/or is a current or future beneficiary.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with long-term shareholder value through equity awards.
• Employees: The use of incentive plans (2010 and 2020 Omnibus Incentive Plans) suggests a structured approach to compensation that may extend to other key employees, fostering retention and performance.

Next Steps

• The 11,244 shares of restricted stock are scheduled to vest on March 1, 2029.

Key Dates

Recommendation

This Form 4 filing details a routine grant of equity compensation to a director, aligning their interests with the company's long-term performance. It does not provide new fundamental information about the company's operational or financial health that would warrant a change in investment thesis. Therefore, a "hold" recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Quad/Graphics, QUAD, Form 4, Insider Trading, Beneficial Ownership, Director Stock Acquisition, Restricted Stock, Deferred Stock Units, Corporate Governance, Executive Compensation