Form 4: Quad/Graphics Executive Kelly A. Vanderboom Reports Share Transactions

EVP & Treasurer of Quad/Graphics, Kelly A. Vanderboom, reports acquisition of shares including restricted stock and shares through the company savings plan.

Summary

• Kelly A. Vanderboom, EVP & Treasurer of Quad/Graphics, reported transactions involving the company's Class A Common Stock.
• On January 1, 2025, Vanderboom acquired 28,732 shares of restricted stock, which will vest on March 1, 2028, contingent upon shareholder approval at the May 21, 2025 annual meeting.
• Vanderboom also acquired 1,740.9309 shares through the company's savings plan, based on information as of December 31, 2024.
• Following these transactions, Vanderboom directly owns 292,311 shares of Class A Common Stock and indirectly owns 1,740.9309 shares through the 401(a) plan.

Sentiment

Score: 7

Explanation: The document reflects standard insider trading activity, which is neither particularly positive nor negative. The acquisition of shares by an executive is generally seen as a positive sign of confidence in the company.

Positives

• The acquisition of restricted stock indicates a long-term commitment by the executive to the company's success.
• The purchase of shares through the savings plan shows confidence in the company's future performance.

Risks

• The vesting of the restricted stock is contingent upon shareholder approval, which introduces a potential risk if not approved.
• The value of the shares is subject to market fluctuations, which could impact the overall value of the holdings.

Future Outlook

The vesting of the restricted stock is contingent upon shareholder approval at the upcoming annual meeting.

Industry Context

This filing is a routine disclosure of insider transactions, which is common in publicly traded companies. It provides transparency into the trading activities of company executives.

Comparison to Industry Standards

• Form 4 filings are standard practice for publicly traded companies in the US, ensuring transparency of insider trading.
• The vesting schedule of the restricted stock is a common incentive mechanism used by companies to align executive interests with long-term shareholder value.
• The use of a company savings plan for share acquisition is also a typical benefit offered to employees and executives.

Stakeholder Impact

• Shareholders will be asked to approve the increase in shares available for issuance under the 2020 Omnibus Incentive Plan, which will impact the vesting of the restricted stock.
• The transactions provide transparency to shareholders regarding executive stock ownership.

Next Steps

• Shareholder approval will be sought at the Annual Meeting on May 21, 2025, for the increase in shares available for issuance under the 2020 Omnibus Incentive Plan.
• The restricted stock will vest on March 1, 2028, if shareholder approval is obtained.

Key Dates

Keywords

Quad/Graphics, insider trading, Form 4, stock acquisition, restricted stock, executive compensation, shareholder approval, savings plan