Form 4: Quad/Graphics EVP Acquires 76,661 Restricted Shares

Quad/Graphics' EVP Head of Agency Operations, Kelly A. Vanderboom, reported the acquisition of 76,661 restricted Class A Common Stock shares and additional shares through a company savings plan.

Summary

• Kelly A. Vanderboom, EVP Head of Agency Operations at Quad/Graphics, Inc. (QUAD), acquired 76,661 shares of Class A Common Stock.
• These shares were granted as restricted stock under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan and will vest on March 1, 2029.
• An additional 1,828.5361 shares of Class A Common Stock were acquired indirectly through the Company Savings Plan (401(a) Plan), based on data as of December 31, 2025.
• The transaction date for the restricted stock grant was January 1, 2026.
• The filing indicates the transaction was made pursuant to a Rule 10b5-1(c) plan.
• Following these transactions, Kelly A. Vanderboom directly owns 344,963 shares and indirectly owns 1,828.5361 shares via the 401(a) Plan.

Sentiment

Score: 7

Explanation: The filing reports an executive's acquisition of restricted stock and shares through a savings plan, which generally signals confidence and aligns management's interests with long-term shareholder value. The transaction is part of a pre-arranged plan.

Positives

• Increased insider ownership, as Kelly A. Vanderboom acquired 76,661 restricted shares and 1,828.5361 shares through a savings plan.
• The restricted stock grant aligns management's interests with long-term shareholder value, with vesting scheduled for March 1, 2029.

Future Outlook

The filing indicates a future vesting event for 76,661 restricted shares on March 1, 2029, aligning executive incentives with long-term company performance.

Industry Context

This Form 4 filing details an executive's equity compensation, a common practice across industries to incentivize leadership and align their interests with shareholders. The use of restricted stock and a 10b5-1 plan is standard for managing insider transactions and compensation.

Comparison to Industry Standards

• The grant of restricted stock as part of executive compensation is a common practice in publicly traded companies, including those in the printing and marketing services industry like Quad/Graphics.
• The use of a Rule 10b5-1 plan for these transactions is standard for insiders to avoid accusations of trading on material non-public information, similar to practices at peers such as R.R. Donnelley & Sons or LSC Communications (though these are not direct competitors in all segments).
• The vesting schedule for restricted stock, in this case, over approximately three years, is typical for long-term incentive plans designed to retain executives and encourage sustained performance.

Corporate Governance

Related Party Transactions

• The acquisition of shares by an executive as part of their compensation plan is a standard, disclosed related party transaction.

Stakeholder Impact

• Shareholders: Increased insider ownership can be viewed positively, as it aligns executive incentives with shareholder interests for long-term value creation.
• Employees: The existence of a Company Savings Plan (401(a) Plan) indicates employee benefits are in place.

Next Steps

• The 76,661 restricted Class A Common Stock shares are scheduled to vest on March 1, 2029.

Key Dates

Recommendation

This Form 4 filing indicates an executive's acquisition of restricted stock and shares through a savings plan, which is a routine part of executive compensation and generally viewed as a positive signal of insider alignment. However, it does not provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment stance. The transaction was pre-arranged under a 10b5-1 plan, making it an expected event rather than a discretionary purchase based on new insights. Therefore, a "hold" recommendation is appropriate, maintaining current positions while awaiting more substantive financial or strategic updates.

Keywords

Quad/Graphics, QUAD, Form 4, Insider Trading, Restricted Stock, Equity Compensation, Executive Compensation, Kelly A. Vanderboom, EVP, Agency Operations, 10b5-1 Plan