Flores Kathryn Quadracci 4

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.