Form 4: Quad/Graphics VP Acquires 11,500 Restricted Shares

Quad/Graphics' VP, Chief Accounting Officer, Anne M. Bauer, acquired 11,500 shares of restricted Class A Common Stock, vesting in 2029.

Summary

• Anne M. Bauer, VP, Chief Accounting Officer of Quad/Graphics, Inc., acquired 11,500 shares of Class A Common Stock.
• The acquisition 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, Ms. Bauer directly beneficially owns 58,807 shares of Class A Common Stock.
• Additionally, Ms. Bauer indirectly owns 338.8048 shares through the Company Savings Plan as of December 31, 2025.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The acquisition of restricted stock by a key executive is generally a positive signal, indicating management's continued alignment with the company's long-term performance and a standard practice for executive retention. The $0 price reflects a grant rather than a purchase, which is typical for such awards.

Positives

• A senior executive, the VP, Chief Accounting Officer, received a significant grant of 11,500 restricted shares, aligning her interests with long-term shareholder value.
• The grant under the 2020 Omnibus Incentive Plan indicates ongoing commitment to executive compensation and retention.
• The transaction was pre-planned under a Rule 10b5-1(c) plan, demonstrating structured and compliant insider trading.

Negatives

• The shares are restricted and do not vest until March 1, 2029, meaning the executive cannot sell them immediately.
• The acquisition price of $0 indicates a grant rather than an open market purchase, which might be seen as less of a direct vote of confidence compared to an executive buying shares with their own capital.

Risks

• The value of the restricted stock is subject to the future performance of Quad/Graphics' Class A Common Stock until the vesting date of March 1, 2029.
• Future changes in company performance or market conditions could impact the ultimate value of these shares.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the vesting schedule of the restricted stock.

Industry Context

This transaction is a routine executive compensation event, common across publicly traded companies, where restricted stock grants are used to incentivize and retain key management personnel by aligning their long-term interests with shareholder value. It does not provide specific insights into broader industry trends.

Comparison to Industry Standards

• Executive compensation practices, including restricted stock grants, are standard across industries.
• Companies like Apple (AAPL), Microsoft (MSFT), and Google (GOOGL) frequently use similar equity-based incentives for their senior executives to foster long-term commitment and performance.
• The grant of 11,500 shares to a Chief Accounting Officer is within typical ranges for a company of Quad/Graphics' size, reflecting a common approach to executive retention and motivation.

Related Party Transactions

• The acquisition of 338.8048 shares through the Company Savings Plan (401(a) Plan) is a related party transaction, common for employee benefit plans.

Stakeholder Impact

• Shareholders: The grant aligns executive interests with long-term shareholder value, potentially fostering better performance.
• Employees: Reflects standard executive compensation practices, which can influence overall compensation philosophy.
• Management: Provides long-term incentive and retention for a key executive.

Next Steps

• The restricted shares will vest on March 1, 2029, at which point they will become fully owned by Anne M. Bauer.

Key Dates

Recommendation

This Form 4 filing details a routine restricted stock grant to a key executive as part of their compensation package. While it signals continued executive alignment with the company's long-term interests, it does not represent a new investment decision by the executive with personal capital nor does it reveal new material information about the company's operational or financial performance. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Quad/Graphics, QUAD, Form 4, insider trading, restricted stock, executive compensation, stock grant, Anne M. Bauer, Chief Accounting Officer, 10b5-1 plan