Form 4: Quad/Graphics Director Kathryn Quadracci Flores Reports Acquisition of Deferred Stock Units

Kathryn Quadracci Flores, a Director at Quad/Graphics, Inc., reported the acquisition of 22,004 Class A Common Stock shares in the form of deferred stock units, increasing her direct beneficial ownership to 143,629 shares.

Summary

• Kathryn Quadracci Flores, a Director of Quad/Graphics, Inc. (QUAD), acquired 22,004 shares of Class A Common Stock on May 21, 2025.
• These shares were granted as deferred stock units (DSUs) under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.
• The DSUs will be delivered to Ms. Flores on May 21, 2027, or upon her separation from service.
• Any dividends or other distributions paid on the underlying Class A Common Stock will accrue and convert into additional deferred stock units based on the closing price of Class A Common Stock on the dividend payable date.
• Following this transaction, Ms. Flores directly beneficially owns 143,629 shares of Class A Common Stock.
• She also holds indirect beneficial ownership through various trusts where she serves as a trustee and/or beneficiary, disclaiming beneficial ownership except to the extent of her pecuniary interest.
• Indirect holdings include 4,067 Class A Common Stock shares and 2,870 Class B Common Stock shares (convertible to Class A) via the Danica Quadracci 2008 Trust.
• Another 4,067 Class A Common Stock shares and 2,870 Class B Common Stock shares (convertible to Class A) are held indirectly via the Halle Victoria Quadracci 2003 Trust.
• The Meghan Angela Quadracci 2001 Trust accounts for an indirect holding of 4,067 Class A Common Stock shares and 2,868 Class B Common Stock shares (convertible to Class A).
• Additionally, 14,915 Class B Common Stock shares (convertible to Class A) are held indirectly via the H. Richard Quadracci 2014 Trust.
• 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.

Sentiment

Score: 7

Explanation: The sentiment is positive as the document reports a grant of equity compensation to a director, which is a standard practice to align management incentives with shareholder interests. This indicates stability in compensation practices and continued commitment from the director.

Positives

• The grant of 22,004 deferred stock units to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The deferred nature of the stock units and the accrual of dividends into additional units incentivize long-term commitment and performance.

Future Outlook

The deferred stock units granted to Kathryn Quadracci Flores are scheduled for delivery on May 21, 2027, or upon her separation from service, indicating a future vesting event for this compensation.

Industry Context

This Form 4 filing is a standard regulatory disclosure of an insider's change in beneficial ownership. The grant of deferred stock units is a common practice in corporate compensation structures across various industries, aiming to align the interests of directors and executives with long-term shareholder value.

Corporate Governance

Related Party Transactions

• The reporting person holds indirect beneficial ownership through several family trusts (Danica Quadracci 2008 Trust, Halle Victoria Quadracci 2003 Trust, Meghan Angela Quadracci 2001 Trust, H. Richard Quadracci 2014 Trust) where she serves as a trustee and/or beneficiary. While she disclaims beneficial ownership except for her pecuniary interest, these represent related party holdings.

Stakeholder Impact

• Shareholders: The grant of deferred stock units to a director aligns their financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: While not directly impacted by this specific director compensation, a stable and aligned leadership team can contribute to overall company stability and employee morale.

Next Steps

• Delivery of 22,004 deferred stock units to Kathryn Quadracci Flores on May 21, 2027, or upon her separation from service.

Key Dates

Recommendation

Keywords

Quad/Graphics, QUAD, Kathryn Quadracci Flores, Form 4, SEC filing, beneficial ownership, deferred stock units, insider transaction, equity compensation, director compensation, Class A Common Stock, Class B Common Stock