Form 4: Quad/Graphics EVP Sells Shares for Tax Liability

Quad/Graphics EVP Kelly A. Vanderboom disposed of 25,407 Class A Common Stock shares at $6.91 each to cover tax liabilities related to restricted stock vesting.

Summary

• Kelly A. Vanderboom, EVP Head of Agency Operations at Quad/Graphics, Inc., reported a transaction involving company stock.
• On March 1, 2026, Vanderboom disposed of 25,407 shares of Class A Common Stock at a price of $6.91 per share.
• This disposition was explicitly for the payment of tax liability by withholding shares incident to the vesting of previously issued restricted stock.
• Following this transaction, Vanderboom directly beneficially owns 319,556 shares of Class A Common Stock.
• Additionally, 1,828.5361 shares were acquired indirectly under the Company Savings Plan as of February 28, 2026.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral event. While it's a disposition of shares, it's a routine tax-related sale following restricted stock vesting, often pre-planned, and not indicative of a change in executive confidence or company performance.

Positives

• The vesting of restricted stock indicates a successful retention and compensation mechanism for executives.
• The transaction was executed under a Rule 10b5-1(c) plan, suggesting a pre-arranged, non-discretionary sale, which can reduce concerns about opportunistic insider trading.
• Continued indirect acquisition of shares through the Company Savings Plan demonstrates ongoing participation in employee benefit programs.

Negatives

• A reduction of 25,407 shares in direct beneficial ownership by a key executive occurred.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly those related to tax withholding upon restricted stock vesting, are common and generally not indicative of a change in company fundamentals or executive sentiment. The use of a 10b5-1 plan suggests a pre-planned, automated transaction, further reducing the likelihood of it being a discretionary sale based on new material information.

Stakeholder Impact

• Shareholders: The disposition represents a minor reduction in an executive's direct ownership, which is a routine part of executive compensation and generally has negligible impact on overall share price or company valuation.
• Management: Kelly A. Vanderboom's compensation structure includes restricted stock, which has vested, leading to this tax-related transaction.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned disposition of shares by an executive to cover tax liabilities upon restricted stock vesting. It does not provide new information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. Therefore, a "hold" recommendation is appropriate as this event is neutral in its implications for the stock's fundamental value.

Keywords

Quad/Graphics, QUAD, Form 4, Insider Trading, Stock Sale, Executive Compensation, Restricted Stock, Tax Liability, Kelly A. Vanderboom, 10b5-1 Plan