Form 4: Quad/Graphics Executive Acquires Restricted Stock

Donald M. McKenna, EVP and Chief Administrative Officer of Quad/Graphics, acquired 42,590 shares of restricted Class A Common Stock.

Summary

• Donald M. McKenna, Executive Vice President and Chief Administrative Officer of Quad/Graphics, Inc. (QUAD), acquired 42,590 shares of Class A Common Stock.
• The transaction occurred on January 1, 2026, and involved an acquisition (Code A) at a price of $0 per share, indicating a grant.
• These shares are restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.
• The 42,590 restricted shares are scheduled to vest on March 1, 2029.
• Following this transaction, McKenna directly beneficially owns 186,422 shares of Class A Common Stock.
• McKenna also indirectly beneficially owns 548.599 shares through a 401(a) Plan, based on information as of December 31, 2025.

Sentiment

Score: 6

Explanation: The acquisition of restricted stock by a key executive, while not a direct cash purchase, indicates continued alignment of management interests with long-term shareholder value through an incentive plan, which is generally a positive signal.

Positives

• Increased direct ownership by a key executive, Donald M. McKenna, which aligns his interests with those of shareholders.
• The grant of restricted stock under an incentive plan suggests a focus on management retention and long-term performance incentives.

Negatives

• The acquired shares are restricted and will not vest until March 1, 2029, meaning they are not immediately liquid for the executive.

Risks

• The value of the restricted stock is contingent on the company's future stock performance until the vesting date of March 1, 2029.

Future Outlook

The vesting of restricted stock on March 1, 2029, ties a portion of executive compensation to the company's long-term performance, indicating a future focus on sustained value creation.

Industry Context

Granting restricted stock to executives is a common practice in publicly traded companies across various industries, including printing and marketing services, to incentivize long-term performance and align management interests with shareholders.

Comparison to Industry Standards

• Granting restricted stock as part of executive compensation is a standard practice in many industries to retain talent and motivate performance. This aligns with common compensation structures seen in comparable companies within the printing and marketing services sector.

Corporate Governance

Related Party Transactions

• The transaction involves the grant of restricted stock from Quad/Graphics, Inc. to its Executive Vice President and Chief Administrative Officer, Donald M. McKenna, which is a common form of related party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: Potentially positive, as increased executive ownership (even restricted) can align management's long-term interests with shareholder value.
• Management: Donald M. McKenna's compensation package is enhanced with long-term equity incentives, tying his financial success to the company's performance.

Next Steps

• The 42,590 restricted shares granted to Donald M. McKenna will vest on March 1, 2029.

Key Dates

Keywords

Quad/Graphics, QUAD, Donald M. McKenna, Insider Transaction, Form 4, Restricted Stock, Executive Compensation, Beneficial Ownership, Stock Grant, Incentive Plan