Form 4: Quad/Graphics Director Sells Over 38,000 Shares Under Pre-Arranged Plan

Kathryn Quadracci Flores, a Director and 10% owner of Quad/Graphics, Inc., disposed of 38,496 shares of Class A Common Stock for approximately $224,386 through a pre-arranged trading plan.

Summary

• Kathryn Quadracci Flores, a Director and 10% owner of Quad/Graphics, Inc. (QUAD), sold 38,496 shares of Class A Common Stock.
• The transaction occurred on May 28, 2025, at a price of $5.83 per share, totaling approximately $224,386.
• The sale was executed pursuant to a Rule 10b5-1(c) pre-arranged trading plan, indicating the decision to sell was made at an earlier date.
• Following this transaction, Ms. Flores directly beneficially owns 105,133 shares of Class A Common Stock.
• She also holds indirect beneficial ownership of additional shares through various trusts, including 4,067 Class A Common Stock and 2,870 Class B Common Stock (convertible 1:1 to Class A) via the Danica Quadracci 2008 Trust.
• Further indirect holdings include 4,067 Class A Common Stock and 2,870 Class B Common Stock through the Halle Victoria Quadracci 2003 Trust, and 4,067 Class A Common Stock and 2,868 Class B Common Stock through the Meghan Angela Quadracci 2001 Trust.
• Additionally, she indirectly holds 14,915 Class B Common Stock through the H. Richard Quadracci 2014 Trust, all of which are convertible to Class A Common Stock on a 1-for-1 basis at no cost.

Sentiment

Score: 4

Explanation: While the sale was under a 10b5-1 plan, a director reducing their direct stake is generally not a positive signal for investor sentiment, indicating a slight negative bias.

Positives

• The transaction was conducted under a Rule 10b5-1(c) plan, which suggests the sale was pre-scheduled and not based on immediate, non-public information, enhancing transparency and compliance.

Negatives

• A director and significant owner reducing their direct equity stake could be perceived negatively by investors, as it decreases insider alignment with shareholder interests.

Risks

• The sale of shares by a director, even under a pre-arranged plan, might lead to negative market sentiment or speculation regarding the company's future prospects, potentially impacting share price.

Future Outlook

This SEC Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This SEC Form 4 filing, detailing an insider stock transaction, does not provide information related to broader industry trends or competitive analysis.

Related Party Transactions

• Kathryn Quadracci Flores holds indirect beneficial ownership of Quad/Graphics shares as a trustee for several family trusts (Danica Quadracci 2008 Trust, Halle Victoria Quadracci 2003 Trust, Meghan Angela Quadracci 2001 Trust, and H. Richard Quadracci 2014 Trust). The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Stakeholder Impact

• Shareholders may interpret the director's sale as a signal, potentially influencing their perception of the company's value or future prospects, despite the 10b5-1 plan.

Key Dates

Recommendation

Keywords

Quad/Graphics, QUAD, SEC Form 4, Insider Trading, Stock Sale, Director Transaction, Kathryn Quadracci Flores, Class A Common Stock, 10b5-1 Plan, Beneficial Ownership