Flores Kathryn Quadracci 4

4 · Quad/Graphics, Inc. · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 24, 2026

Quad/Graphics (QUAD) Director Kathryn Quadracci Flores Sells Shares

What Happened

Kathryn Quadracci Flores, a director of Quad/Graphics, reported a disposition to the issuer of 11,633 shares of Quad/Graphics Class B common stock on February 20, 2026. The transaction price was $6.74 per share for a total value of approximately $78,406. This was a sale/disposition (code D), meaning the shares were turned in to the company rather than sold on the open market.

Key Details

Transaction date and price: Feb 20, 2026 — 11,633 shares at $6.74 each (total ≈ $78,406).
Transaction code: D (disposition to the issuer).
Shares owned after transaction: Not specified in the filing.
Footnotes of note:
- F1: Filing notes 57,410 shares attributable to deferred stock units and dividend equivalents granted under the 2010 and 2020 Omnibus Incentive Plans.
- F2–F4, F6: The reporting person holds certain shares as trustee for family trusts and disclaims beneficial ownership except for her pecuniary interest.
- F5: Class B common stock is convertible 1-for-1 into Class A common stock at no cost.
Filing timeliness: Report filed Feb 23, 2026 for a Feb 20 transaction — the filing appears timely under Form 4 reporting rules.

Context

A disposition coded "D" typically means shares were surrendered or returned to the company (for example, for tax withholding or similar plan-related mechanics) rather than sold in the open market; such transactions do not necessarily indicate a change in the director's view of the company. This is a sale/transfer-type transaction (not a purchase), which retail investors should treat as routine unless accompanied by other unusual insider activity.

Form 4

Period: 2026-02-20

Director

Transactions

Disposition to Issuer
Class A Common Stock
[F1]
2026-02-20$6.74/sh−11,633$78,406→ 107,250 total

Holdings

Class A Common Stock
[F2]
(indirect: By Trust)
4,067
Class A Common Stock
[F3]
(indirect: By Trust)
4,067
Class A Common Stock
[F4]
(indirect: By Trust)
4,067
Class B Common Stock
[F5][F6]
(indirect: By Trust)
→ Class A Common Stock (14,915 underlying)
14,915
Class B Common Stock
[F5][F3]
(indirect: By Trust)
→ Class A Common Stock (2,870 underlying)
2,870
Class B Common Stock
[F5][F4]
(indirect: By Trust)
→ Class A Common Stock (2,868 underlying)
2,868
Class B Common Stock
[F5][F2]
(indirect: By Trust)
→ Class A Common Stock (2,870 underlying)
2,870

Footnotes (6)

[F1]Includes 57,410 shares attributable to deferred stock units and dividend equivalents. The deferred stock units were granted under the Quad/Graphics, Inc. 2010 and 2020 Omnibus Incentive Plans.
[F2]As Trustee for the Danica Quadracci 2008 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
[F3]As Trustee for the Halle Victoria Quadracci 2003 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
[F4]As Trustee for the Meghan Angela Quadracci 2001 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
[F5]Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
[F6]As Trustee for the H. Richard Quadracci 2014 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

Signature

/s/ Alexander N. Pyke, as attorney-in-fact for Kathryn Quadracci Flores|2026-02-23

1 file