Form 4: Quad/Graphics GC Granted 76,661 Restricted Shares

Quad/Graphics' General Counsel, Dana B. Gruen, was granted 76,661 shares of restricted Class A Common Stock under a pre-arranged plan.

Summary

• Dana B. Gruen, General Counsel & Corporate Secretary of Quad/Graphics, Inc., was granted 76,661 shares of Class A Common Stock.
• The grant occurred on January 1, 2026, at a price of $0 per share.
• These shares are restricted stock, granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.
• The restricted shares will vest on March 1, 2029.
• Following this transaction, Dana B. Gruen directly beneficially owns 216,355 shares of Class A Common Stock.
• Additionally, 1,125.9845 shares of Class A Common Stock were acquired indirectly through the Company Savings Plan as of December 31, 2025.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The grant of restricted stock is a standard compensation practice, aligning executive incentives with long-term company performance. It's a routine event for a public company.

Positives

• The grant of restricted stock aligns management incentives with long-term shareholder value.
• The transaction was pre-arranged under a Rule 10b5-1(c) plan, indicating a structured and compliant approach to equity compensation.

Future Outlook

The filing indicates a future vesting date of March 1, 2029, for the restricted stock, aligning executive compensation with long-term performance.

Industry Context

Equity compensation, particularly restricted stock grants, is a common practice across industries to incentivize and retain key executives, aligning their interests with long-term company performance and shareholder value. The use of a 10b5-1 plan is standard for insiders to manage stock transactions compliantly.

Comparison to Industry Standards

• The grant of restricted stock at a $0 price is a standard form of equity compensation for executives, comparable to practices at companies like RR Donnelley or LSC Communications in the printing and marketing services industry, where long-term incentives are often tied to stock performance and vesting schedules.
• The use of a 10b5-1 plan for pre-scheduled transactions is a widely adopted best practice for corporate insiders to avoid accusations of trading on material non-public information, consistent with governance standards seen across publicly traded companies.

Corporate Governance

Related Party Transactions

• Acquisition of 1,125.9845 shares of Class A Common Stock indirectly through the Company Savings Plan (a 401(a) Plan), which is a common employee benefit.

Stakeholder Impact

• Shareholders: The grant of restricted stock aligns executive incentives with long-term shareholder value, potentially leading to better company performance.
• Employees: The existence of an Omnibus Incentive Plan and a Company Savings Plan indicates a structured approach to employee and executive compensation.

Next Steps

• The restricted stock will vest on March 1, 2029, subject to the terms of the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.

Key Dates

Recommendation

This Form 4 reports a routine executive compensation event (restricted stock grant) under a pre-arranged plan. It does not provide new fundamental information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It primarily indicates ongoing executive incentive alignment.

Keywords

Quad/Graphics, QUAD, Form 4, SEC filing, insider transaction, restricted stock, equity compensation, Dana B. Gruen, General Counsel, 10b5-1 plan, stock grant