Quad/Graphics, Inc. 10-K

Item 1. Business Overview Quad is a marketing experience (MX) company that simplifies the complexities of marketing, removing friction from wherever it occurs along the marketing journey. Its results-driven approach enables stronger marketing operations that lead to real, repeatable success for clients. The Company does this through its MX Solutions Suite, which is flexible, scalable and connected. Quad tailors its solutions to each client’s objectives, driving cost efficiencies, improving speed to market, strengthening marketing effectiveness and delivering value on investments. Quad’s footprint spans 14 countries, with 86 global facilities inclusive of 38 manufacturing and distribution facilities. The Company supports a diverse base of approximately 2,500 clients, including industry-leading blue-chip companies that serve both businesses and consumers across multiple industry verticals, with a particular focus on commerce, including retail, consumer packaged goods and direct-to-consumer; financial services; and health. Quad prides itself on its long-standing relationships, with its largest clients averaging more than 24 years in duration. In 2024, its 10 largest clients accounted for approximately 20% of consolidated sales, with none representing more than 5% individually. Quad was founded in Pewaukee, Wisconsin, as a Wisconsin corporation, in 1971 by the late Harry V. Quadracci. For many years, the Company operated as Quad/Graphics and focused on commercial printing. It grew rapidly and built a premier print manufacturing and distribution platform. Beginning in 2018, the Company accelerated its transformation to an MX company through strategic investments in marketing services, talent and technology, and, in 2019, evolved its brand from Quad/Graphics to Quad. Today, Quad is one of the nation’s largest marketing services providers. With the strength of its Rise media agency and its Betty creative agency, Quad ranks as one of the largest agency companies in the U.S. according to Ad Age (2024). Its robust manufacturing platform also ranks it as one of the largest commercial printers in North America, according to Printing Impressions (2024). Quad’s unique engagement model complements brands’ way of working. Whether as a full-service marketing partner, an outsourced extension of a marketing department, or executional support for an agency, Quad’s depth of expertise, breadth of integrated capabilities and expansive reach empower brands to: • Unlock actionable audience insights to identify consumer passions, optimize marketing strategies and enhance campaign precision. • Deliver creative quality at scale with cohesive, impactful brand experiences across all channels. • Streamline production complexity across the marketing supply chain, reducing costs, boosting efficiency and accelerating speed-to-market. • Drive omnichannel effectiveness with cross-channel activations that engage consumers at home, in-store and online. • Maximize efficiency with cutting-edge technology , including artificial intelligence (AI), that automates workflows, enhances performance and personalizes customer experiences at scale across offline and online channels. 2 Table of Contents In 2024, the Company focused on delivering strong financial results while navigating multiple issues in the macroeconomic environment, including postage cost increases on print mailings and elevated interest rates. Despite these challenges, Quad worked to mitigate impacts on its business while proactively managing client expectations. Quad believes it will be able to maintain a leading competitive position through its consistent long-term business strategy, which is driven by dedicated, passionate and highly skilled employees, and by providing stability and innovative solutions for clients into the future. More information regarding Quad is available on the Company’s website at quad.com . Quad is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Annual Report on Form 10-K. The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports are made available to the public at no charge through a link appearing on the Investor Relations section of the Company’s website. Quad provides access to such materials through its website as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Principal Capabilities Quad’s MX Solutions Suite provides a comprehensive range of marketing and print services, seamlessly integrating creative, production and media solutions across online and offline channels. Powered by advanced intelligence and technology, this suite empowers brands to connect with their target audiences across households, in-store and online. MX: Intelligence Quad’s MX: Intelligence solutions unlock strategic insights for its clients to help them make smarter marketing decisions. The Company’s audience analytics and segmentation services leverage Quad’s proprietary, household-based data stack — representative of more than 250 million consumers — to create models driven by behavior-based “passions” of current customers and optimize prospecting for new ones so clients can reach their ideal audiences. The Company believes these passions to be a true differentiator among the industry as they are based on reliable, resilient data that is proprietary to Quad. The Company offers a full suite of testing services, which can gauge the effectiveness of media across channels. In-market media testing empowers clients to incrementally improve their media planning and placement strategy, and increase their return on investment. Quad also provides pre-market creative research and testing services through its Accelerated Marketing Insights offering, which comprises a variety of virtual and experiential testing environments, including insights gleaned from neuroscience and expert panelists. This comprehensive offering delivers reliable, data-driven intelligence in a fraction of the time traditional methods require, and at a lower cost, in support of packaging, in-store, direct marketing and related solution services. Through this methodology, brands can optimize the messaging, creative treatment and design format for their marketing before it goes live to enhance audience engagement, improve product performance, and minimize costly market corrections. MX: Creative Quad’s creative offering addresses every step of the creative process, from ideation to execution. These services are powered by the Company’s strategists, creative and art directors, photographers, videographers, premedia specialists, graphic designers, animation experts and copywriters. Quad’s brand strategy and design services include brand positioning, design strategy, naming and brand mark design, visual identity creation, retail environment support, packaging design and brand roll-out execution. Through in-depth strategic brand research, the Company takes time to truly understand each client’s unique brand voice and positioning. It then applies these findings to craft compelling creative campaigns that solve the brand’s real-time problems and lead to desired consumer actions. Quad’s global platform and advanced technology support always-on premedia and adaptive design capabilities for creative and digital execution, image and color management, and prepress/premedia tasks. The Company also has an international network of 17 studios to help brands create unique and ownable content through photography, motion, computer generated imagery (CGI), automated 3D scanning and audio recording for activation across every channel in the marketing mix. This full-service offering is housed under Betty, Quad’s creative agency. 3 Table of Contents MX: Production       Quad offers a wide range of production capabilities for deploying content to offline (i.e., physical) and online channels – a major point of differentiation among the Company’s competitive set. Quad’s print operations feature the latest in automation and technology complemented by skilled manufacturing professionals. The Company can produce large-scale print products, such as magazines, retail inserts and directories, as well as targeted print products, such as catalogs, direct mail, in-store signage and displays, and high-end packaging. Quad also has vertically integrated print and non-print capabilities that help improve the quality, cost and availability of key inputs in the printing and distribution processes. For example, the Company has its own prepress/premedia services, paper procurement, ink manufacturing (through its subsidiary Chemical Research/Technology), and logistics and transportation services (through its in-house Quad Transportation Services division and Duplainville Transport trucking division), which it leverages to lower costs and enhance customer service for its clients while providing Quad with substantial control over critical links in the overall print supply chain. Quad complements its production capabilities through its Managed Services offering. Applying its deep industry knowledge, expansive network and substantial purchasing power, Quad helps clients manage their operations the way it runs its own – with diligence, efficiency and highly competitive costs. MX: Media Quad provides data-led, strategic media planning and placement services that support all traditional and digital touchpoints to foster direct consumer connections in-home, in-store and online. The Company activates on a complete suite of full-funnel brand and performance marketing solutions. Quad leverages more than $3.0 billion in the marketplace, enabling the Company to provide cost-efficient and effective options across all channels. Media services are supported by Quad’s proprietary, household-based data stack and Connections Planning, a comprehensive approach to connecting clients with consumers through deep exploration of audience behavior. This generates an experiential plan to help clients identify channels for most effectively reaching consumers with targeted messages in the moments they are most receptive and likely to engage across paid, owned and earned touchpoints to drive business outcomes. The Company’s offering includes advanced analytics and campaign measurement solutions like media mix and tactical media effectiveness models to gauge how all media across the marketing funnel are performing, providing data-backed guidance on how to incrementally optimize media spend. This full-service offering is housed under Rise, Quad’s media agency. MX: Tech The Company’s client-facing technology solutions help brands connect marketing strategy, global content creation, analytics and optimized media performance across offline and online channels. Quad applies a people-process-technology approach that first analyzes a client’s current-state workflow and performance, then creates tailored solutions to centralize assets, optimize processes and accelerate speed to market. For instance, the Company’s ContentX planning and content management platform empowers clients to strategize, plan and manage campaigns, and personalize at scale across any channel. Quad’s Publishing Solutions platform optimizes magazine planning and streamlines print operations management by connecting sales, editorial and production departments for straightforward editions to complex regional and demographic versions. The Company’s At-Home Connect solution automates direct mail personalization, printing, mail sorting and in-home delivery, which simplifies and expedites marketers’ ability to create deeper, more direct connections with consumers. These automations can be triggered by activities and events such as loyalty anniversaries and lifestyle preferences, or opportunities such as winning back lapsed customers, converting abandoned shopping carts, or upselling or cross-selling items. Through its In-Store Connect retail media solution, Quad elevates the shopping experience in physical stores by helping brands deliver engaging messages and targeted promotions right at the shelf – a critical moment in the purchasing decision. 4 Table of Contents Industry and Competition With its one-of-a-kind integrated marketing platform, Quad competes in both the advertising and marketing services industry, and in the commercial printing industry. The Company’s breadth of connected solutions and its ability to both strategically consult and execute at scale, positions Quad in a unique space beyond that of just a manufacturer or traditional agency. This positioning expands the Company’s competitive set to include large agency holding companies, independent agencies and marketing consultants, as well as print management firms and commercial printers. Advertising and Marketing Services The advertising and marketing services industry is highly fragmented, with competition based on companies’ ability to adapt quickly to new advertising platforms and technology, including AI; leverage data and analytics to deliver personalized advertising experiences; develop comprehensive proposals to secure client contracts; create unique and effective multichannel marketing campaigns; demonstrate spend effectiveness by monitoring and reporting on clients’ marketing campaign results; provide favorable pricing; access talent; and offer superior customer service. Consumer media consumption habits are constantly evolving. The ongoing emergence of new marketing channels has caused audiences to become increasingly segmented. As a result, advertising and marketing services providers must expand their capabilities to create effective multichannel campaigns for their clients, and providers face increased client demand to offer integrated, end-to-end marketing services (i.e., from strategy and creative through execution). These trends greatly influence Quad’s ongoing efforts to help brands reduce the complexities of working with multiple agency partners and vendors, increase marketing process efficiency and maximize marketing effectiveness. Quad believes that its deeply connected solutions address modern marketers’ most pressing issues, positioning it to compete effectively in this highly competitive industry. Commercial Printing The commercial printing industry also remains highly fragmented, with competition based on pricing; availability of materials, including paper (which may be more limited in the future as a number of mills reduce graphic paper production capacity in favor of other product lines, such as paperboard); quality; distribution capabilities, including the ability to reduce postage costs; customer service; access to labor, especially highly skilled labor; availability to schedule work on appropriate equipment; on-time production and delivery; ability to maintain and adopt state-of-the-art technology; and ability to offer additional marketing services to meet a client’s business objectives. The commercial printing industry has moved toward shorter, on-demand, personalized print runs; faster product turnaround; and increased production efficiencies of products with lower page counts and increased complexity. This — combined with increases in postage and paper costs, as well as marketers’ increasing use of online marketing and communication channels — has led to excess manufacturing capacity. Within its manufacturing operations, Quad benefits from managing several very large facilities (greater than one million square feet) that produce multiple product lines under one roof, which maximizes utilization of equipment and labor resources while also driving cost savings. Additionally, the Company continually strengthens its manufacturing operations through leading-edge technologies such as digital presses that enhance targeted print products; wide-web presses that maximize labor productivity; and advanced equipment and automation, including automated guided vehicles and robotic palletizers that support high-quality, low-cost production. Due to these factors, economies of scale, a strong balance sheet and access to capital markets, Quad has been able to provide a competitive offering that meets clients’ manufacturing needs. 5 Table of Contents Seasonality Quad is subject to seasonality in its quarterly results as net sales and operating income are higher in the second half of the calendar year as compared to the first half of the calendar year. The fourth quarter is typically the highest seasonal quarter for cash flows from operating activities and Free Cash Flow due to the reduction of working capital requirements that reach peak levels during the third quarter. Seasonality is driven by increased catalogs and retail inserts primarily due to back-to-school and holiday-related advertising and promotions. The Company expects seasonality impacts to continue in future years. Competitive Advantages Quad’s MX Solutions Suite is powered by three primary competitive advantages that the Company believes distinguish it from its competitors: integrated marketing platform excellence, intentional innovation and a commitment to operate responsibly. Integrated Marketing Platform Excellence Quad’s integrated marketing platform encompasses all the resources brands and marketers need to plan, create, deploy, measure and optimize their marketing efforts across any media channel — from household to in-store to online. Accordingly, the Company can guide clients through every effort intended to drive an action, from consumer awareness and trust, to brand preference and purchase. Connected Solutions While the Company’s products and services are organized into distinct solutions suites, they are intentionally crafted to complement one another. For instance, the Company’s decades in print production provides household-level insights that fuel Quad’s differentiated data stack. This data, in turn, drives the Company’s ability to strategically craft effective omnichannel media campaigns for its clients. Similarly, combining the Company’s creative prepress capabilities with Quad’s robust marketing platform enables brand-consistent print deliverables at both volume and velocity. Its breadth of solutions enables Quad to integrate where others cannot and deliver specialists where they are needed most. The Company has built its business around clients’ needs, selling comprehensive solutions to problems – not just standalone products and services. Quad’s integrated selling approach brings together experts from its manufacturing business and agencies to remove friction wherever it occurs in a client’s marketing ecosystem. This approach results in cross-category sales and expanded growth opportunities that deeply engrain the business in a client’s marketing operations. For instance, clients using the Company’s Betty agency for creative campaigns can leverage its Rise agency to craft a customized media strategy for connecting the right audiences using the optimal channels at the time consumers are most likely to engage. The Company continues to see growth in this integrated strategy, with approximately 85% of its U.S. clients purchasing more than one product or service during 2024. Agency Expertise Quad offers complete media and creative agency of record services through its Rise and Betty agencies. Both agencies tailor their approach to match the way modern marketers buy media and creative services. Fully integrated with the rest of Quad, Rise and Betty provide frictionless access to the Company’s comprehensive portfolio of marketing solutions. 6 Table of Contents Rise Rise helps brands and marketers drive greater business results via digital and traditional media strategy, planning, buying and optimization. Through its origins as a performance media company, Rise executes full-funnel media activation with unified measurement at its core, holding all media accountable for business outcomes. The agency does not own principal-based positions in media (i.e., buying discounted ad inventory and selling it to clients at a markup). Quad’s data stack backs the agency’s media services with reliable, household-level insights and passions without the customary taxes and hidden fees marketers often incur. Rise’s media buying and placement is channel neutral and leverages the best data, platform and partners for a client’s unique needs. The agency prioritizes transparency by conducting log-level analysis of its media. Clients receive information about each ad request, bid and impression so they can clearly understand how their media inventory is delivered across different channels. Betty Betty answers the market need for an integrated and flexible creative solution that provides scalable execution without sacrificing quality or effectiveness. It combines a boutique agency approach with Quad’s production power to deliver high quality, culturally relevant creative at high volumes – all while maintaining a client’s individual brand integrity. Betty prides itself on being people obsessed, applying a combination of proprietary, client and third-party data to conduct in-depth research on consumer trends to help clients best define, design and position their brands and marketing efforts. Its global network of photography and video production studios perform in-studio and on-location services – several of which operate directly within or near client facilities – and enable the agency to collaborate closely with clients to rapidly generate superior, scalable, on-brand content. Global Platform Quad’s Rise and Betty agencies are backed by global production resources that provide around-the-clock services. Quad’s global production team enables quick-turn design and production support, executing responsibilities such as page assembly, retouching, color correction and design to reduce turnaround times, and provide the scalability that differentiates the creative agency. In addition to Rise’s Mexico City team, which executes complete agency of record (AOR) media services, Rise’s team in India conducts data intelligence work for creating resonant media plans that maximize business results for clients. Managed Services Quad’s Managed Services offering deepens partnerships with clients by acting as a seamless extension of their marketing operations. Leveraging Quad’s broad production capabilities and network of trusted vendor partnerships with integrated client services, technology and process design, Managed Services provides clients with advisory and execution-level support to simplify their workflows, decrease costs and reduce the number of partners needed to execute their work. Quad begins with a consultative review of a client’s marketing operations, including its processes, technology, resources, costs and purchase execution practices. The Company then creates tailored solutions that address identified process optimization opportunities. Managed Services operations combine Quad’s robust manufacturing platform and expansive supplier network to produce a client’s marketing collateral. These services extend beyond print to packaging, in-store signage, branded goods and an array of other marketing services. Quad deploys on-site and near-site client-dedicated teams that integrate directly into a client’s internal marketing and purchasing departments. These teams fulfill critical execution roles ranging from content creation and creative production to purchase execution and marketing deployment across all channels. This team structure simplifies marketing for clients and enables them to focus on what they do best: selling more products, services and/or content. Quad has more than 400 professionals embedded within approximately 50 client dedicated on-site and near-site teams. 7 Table of Contents Intentional Innovation Founded on the belief that there is always a better way to do business, Quad applies a disciplined approach to product development and innovation (PDI) that intentionally identifies needle-moving opportunities that can improve the Company’s revenue and margins. Led by an interdepartmental committee of leaders, the Company focuses on new or expanded solutions that either close a gap, meet an underserved need in the marketplace, or provide significant time and cost efficiencies to internal workflows. Quad then strategically invests in the needed talent, technology and capabilities to activate these solutions. Key areas of innovation that differentiate Quad from its competitors include the following: Proprietary Data Stack Powered by its extensive print manufacturing business, Quad possesses a proprietary, household-based data stack that represents approximately 97% of the U.S. adult population and 92% of U.S. households. The Company believes this household information is uniquely resilient to the industry headwinds impacting other data offerings. Since the majority of Americans have only one home address, and that address must be readable by a mail carrier to complete daily deliveries, Quad’s data stack ensures that insights are derived from real people, not bots, randomized device IDs or random email addresses. From insights driven by its data stack, Quad develops proprietary “passions” that highlight the interests of that household and inform target audience identification. While the data stack is founded on household data, it was created with an open architecture to easily ingest supplemental data from new clients and/or vendor partners. Bolstered by this data, Quad’s stack consists of more than 3 billion data points that are revalidated weekly, representing more than 20,000 consumer attributes across demographic, behavioral, attitudinal and transactional data sets. As announced in 2024, Quad is partnering with Google Cloud to leverage AI optimization capabilities and large language models for creating new AI-driven solutions that tap into the data stack and seamlessly connect it with clients’ creative and media assets. These AI solutions will streamline access to Quad’s audience-targeting capabilities to further monetize its unique data stack. In-Store Connect by Quad Through decades supporting retailers and consumer packaged goods (CPG) clients in print and creative services, Quad has established itself as an expert in crafting impactful consumer journeys within physical retail environments. As the marketing ecosystem continues to rapidly evolve and brands rely heavily on multi-channel media plans across online and offline platforms, Quad is positioning itself to lead the charge in creating a new retail experience. The boom of retail media networks (RMNs) has unleashed exciting new possibilities for brands, and companies are shifting their marketing plans accordingly, with eMarketer predicting ad spend in omnichannel RMNs will grow to nearly $100 billion by 2028. Quad is tapping into the power of RMNs by taking the traditional digital marketing funnel and bringing it into the store environment where U.S. shoppers make more than 80% of their retail purchases. Launched in 2024, In-Store Connect by Quad positions digital screens and kiosks throughout a physical store, giving retailers and CPG companies more impactful opportunities to deliver relevant promotions, share key product information and connect adjacent product options to shoppers, thus enhancing the overall shopping experience. By providing direct connections with shoppers at strategic locations throughout the store, the solution generates greater product awareness to influence decisions in real-time and drive sales. In-Store Connect combines Quad’s deep retail knowledge, extensive CPG network and scalable creative excellence with the hardware and software capabilities provided through its 2023 acquisition of DART Innovation, providing an end-to-end in-store RMN offering. The Company is focused on building out a nationwide network of mid-market grocery clients, with testing currently ongoing in 30 stores as of December 31, 2024. Early testing results are promising, with stores seeing significant product and category-level sales lifts. As the Company continues to build its client portfolio, it is also exploring applications in other retail verticals such as department stores, home improvement stores and convenience stores. 8 Table of Contents Postal Optimization A continued focus of innovation and investment for Quad is geared toward addressing postage rate increases. Postage is the most significant client cost to manufacture and deliver printed marketing materials, representing up to 70% of costs for some clients, and Quad believes that these high costs directly influence clients’ print and mail quantities. Quad is a leading partner with the United States Postal Service (USPS), mailing more than 5.9 billion pieces of marketing materials annually, which represents approximately 9.8% of the USPS’ yearly marketing mail and periodical volume. Quad believes it is uniquely positioned to offer superior mail services and is continually creating innovative services to address this significant cost, including: • Co-mailing: The Company’s co-mail program expedites distribution by sorting and bundling multiple printed products at once for the USPS in exchange for work-sharing discounts and providing savings for publishers, marketers and retailers. • MergedMail™: This print-to-carrier solution uses a standard mailing format and Quad’s co-mailing abilities to produce completely personalized direct mail while maximizing postal savings. The solution, powered by Quad’s print expertise and scalable solutions, supports weekly print runs. • Household Fusion™: This first-to-market mail packaging solution combines multiple pieces from different marketing or periodical mailers into a single package delivered to one address, resulting in incremental postage savings. These solutions are supported by Quad’s team of postal experts who work closely with the USPS to allow clients to better leverage USPS promotions and incentives and receive further savings. The team services clients on an individual basis to determine eligibility and make the necessary changes in production and mailing processes to qualify for these increasingly complicated savings opportunities. Operating Responsibly The Company seeks to operate responsibly by relying on its distinct corporate culture, which evolved from a core set of Values conceived by the Company’s late founder, Harry V. Quadracci, and are focused on creating a better way forward. These Values, which prioritize “believe in people,” “do the right thing” and “urgently innovate,” drive thoughtful decision making, especially around Quad’s disciplined approach to managing operations, solutioning for clients, and supporting employees and the communities where they work and live. Quad’s Culture Believing in its people, Quad empowers each employee to think like an owner and do what they can to put the client first and make it easy to work with the Company at every touchpoint. Regardless of job title, Quad encourages employees to engage in its “maker” culture, embracing attention to detail and committing to continuous improvement by identifying opportunities, however small, to improve processes and create efficiencies. Quad promotes a culture of constant collaboration where employees share ideas with others inside and outside of their immediate department and/or business area. Employees’ close, personal relationships foster inter-departmental partnerships and trust that speed up the Company’s ability to urgently innovate and evolve as an MX company. Doing the right thing means creating an environment where all employees feel welcome and able to bring their best selves to work every day. The Company’s Business Resource Groups (BRGs) are one way Quad lives out this Value, providing space for employees of shared backgrounds and interests to support one another and convey their perspectives and feedback with Company leadership. Quad currently has nine BRGs supporting women, military 9 Table of Contents veterans and their families, differently abled employees and caregivers, employees facing mental health challenges, the LGBTQIA+ community, Black employees, Hispanic / Latino employees, working parents, and employees of multicultural demographics. Human Capital Management The Company continually invests in and supports its employees and the areas in which it operates. Building confident, skilled and knowledgeable talent and strong community partnerships are essential to Quad’s continued success. Attracting, Developing and Retaining Highly Qualified Talent Given Quad’s belief that its talent stands as a major differentiator among its competition, the Company invests heavily in efforts to attract, develop and retain employees, and in tools, technologies, processes, training and education to increase engagement, and drive productivity enhancements and efficiencies across the entire organization. As of December 31, 2024, the Company had approximately 12,200 full-time equivalent (“FTE”) employees in the following geographies: Geographic Region Number of FTE Employees North America (Includes Mexico, Central America and the Caribbean) 9,800 Europe, Middle East and Africa 1,500 South America 700 Asia 200 By fostering a culture of empowerment in a welcoming environment, offering career growth and mentorship opportunities, and providing competitive pay and innovative benefits, Quad believes employees are more fully engaged in their day-to-day activities and produce better results for clients. • Employee Experience: The Company applies a holistic strategy to engage individuals throughout the employee lifecycle — from onboarding through career development and, ultimately, retirement. Through timely, transparent communications, employees are kept well-informed and engaged in the Company’s culture and strategic direction. Quad’s open-door culture, along with regular surveys, offer multiple avenues for feedback to further enhance the employee experience. The Company’s various recognition programs provide motivation and a sense of purpose while helping employees understand the impact of their daily work. The Company’s many coordinated efforts are intended to create a productive and engaged workforce where employees are excited to come to work and contribute to Quad’s success, as well as promote Quad as an employer of choice in their communities. • Career Training and Growth: To maintain and engage its highly skilled workforce, the Company provides employees with educational tools and skills courses through an easy-to-use, on-demand learning platform. Employees are also encouraged to take advantage of the Company’s employee growth and development programs, including: Accelerated Career Training, a fast-track for career advancement in manufacturing positions; Corporate Trainee Program , a rotation-based offering that develops skills and leadership abilities through a series of agency and corporate administration positions; hands-on, mentor-led manufacturing apprenticeships; and Leading Within Quad , which focuses on best-in-class managerial behaviors. These programs not only teach critical on-the-job and leadership skills, but also help employees respond to rapid change, cultivate effective networks, and create high-quality relationships necessary for personal, professional and Company growth. 10 Table of Contents • Competitive Pay and Innovative Benefits: Employees are hired into jobs with competitive wages and innovative benefits. The Company regularly evaluates its pay practices and structures to ensure it is competitive in the markets where it operates, and equitable based on employees’ experience, job responsibilities, performance and business results. Beyond traditional, expected benefits, the Company offers expansive health and wellness benefits, including: ◦ QuadMed, the Company’s wholly owned health and wellness subsidiary, which provides a differentiated set of benefits for Quad employees and dependents through on-site and near-site primary and specialty health centers; no-cost virtual primary care across all 50 states; and a nationwide behavioral health program with in-person and virtual counseling. Beyond Quad itself, QuadMed provides worksite healthcare solutions nationally for approximately 30 employers of all sizes and across multiple industries, including private and public sector employers. ◦ The Company’s QLife Wellness program, which provides educational resources, interactive webinars and regular communications around physical, emotional, financial and social well-being topics. Building Strong Communities The Company believes partnering with local communities creates a catalyst for movement and change, which benefits those outside of Quad’s walls while helping the Company maintain a positive reputation as the kind of business people choose to work for, do business with, invest in and call a true neighbor. Supporting community activities, initiatives and organizations also demonstrates the Company’s Values in action, which fosters pride and employee engagement. The four key objectives that guide the Company’s community impact from strategic investment of finances, volunteerism and in-kind services in community organizations are: • Lessen the use of natural resources and impact on the environment; • Provide academic and educational opportunities, and experiential learning for more people; • Ensure that Quad reflects the communities where its employees live and work, as well as the clients who trust Quad with their business; and • Support programs that improve employees’ mental and physical health. Environmental Quad seeks to operate in an environmentally responsible manner that better serves the environment and reflects the values of its clients and their customers. The Company’s environmental efforts promote sustainable resource consumption, focusing on the following areas: • Recycling : Quad applies a mentality of refuse, reduce, reuse and recycle throughout its internal processes to limit the amount of waste it creates. In 2023 (the most recent year for which data has been tabulated), the Company’s U.S. manufacturing facilities recycled 97.7% of their industrial wastepaper and other solid waste. • Energy and Emissions : The Company participates in nationwide and statewide programs to enhance its efforts to reduce energy usage and carbon emissions. These include being a founding partner of the U.S. Department of Energy’s Better Plants Program, being ISO 50001 Ready through the U.S. Department of Energy at some of its largest manufacturing plants, and participating in the State of Wisconsin’s Focus on Energy Program. 11 Table of Contents • Responsible Forestry : The Company maintains chain-of-custody certifications for sourcing materials from responsibly managed forests (i.e., Forest Stewardship Council®, Sustainable Forest Initiative, and Program for the Endorsement of Forest Certification) and partners with clients to increase certified paper usage. In 2023 (the most recent year for which data has been tabulated), nearly 89% of all the Company’s printed products and packaging were sustainably sourced from certified third-party organizations. The Company benchmarks its environmental performance regularly to evaluate the effectiveness of current environmental management programs and to identify program areas that need improvement or need to be developed. As the owner, lessee or operator of various real properties and facilities, Quad is subject to various federal, state and local environmental laws and regulations, including those relating to air emissions; waste generation, handling, management and disposal; sanitary and storm water discharge; and remediation of contaminated sites. Historically, compliance with these laws and regulations has not had a material adverse effect on the Company’s results of operations, financial position or cash flows. Compliance with existing or new environmental laws and regulations may require the Company to make future expenditures. Corporate Governance Effective corporate governance has been a part of Quad since its founding and is informed by the Company’s Values, especially “do the right thing,” which strengthens partnerships, reduces risk and creates sustainable value for the Company long term. Governance starts at the highest level of the Company with oversight by the Board of Directors, which is responsible for minimizing risk while maximizing the effectiveness of Quad’s business strategy. Key tenets of Quad’s governance strategy include: • Family Leadership: As of January 31, 2025, the Quadracci family, through the Quad/Graphics, Inc. Amended and Restated Voting Trust Agreement (“Quad Voting Trust”), has voting control of approximately 72% of the Company’s outstanding shares. The Company believes this governing structure provides continued stability and flexibility to achieve its long-term strategic vision. • Risk Management: Led by an executive risk steering committee, Quad’s Enterprise Risk Management program strategically identifies potential risks to the business and conducts appropriate response planning. Risk management is a highly collaborative process at Quad as cross-functional teams help recognize the ripple effects a situation could have across the Company’s interconnected operations. • Employee Compliance: Employees are required to take an active role in ethics and compliance. Each year, all employees take a suite of compliance trainings on topics that include the Code of Conduct, anti-harassment, conflict of interest, Customs-Trade Partnership Against Terrorism (C-TPAT), data privacy, Health Insurance Portability and Accountability Act of 1996 (HIPAA), information security, physical security, acceptable use policy for technology assets, and anti-bribery and anti-corruption. Employees can discreetly report violations to the Code of Conduct through multiple easy-to-use channels, including a 24/7 anonymous Ethics and Compliance Hotline. • Supplier Code of Conduct: The Company maintains a Supplier Code of Conduct to ensure suppliers, vendors, contractors, consultants, agents and other providers of goods and services follow the Company’s policies related to business integrity, ethical labor and human rights practices, associate health and safety, and environmental management. This code also includes anti-corruption and anti-bribery policies. • Data Security: Quad continually updates and strengthens its information and data security program to address the fast-changing threat landscape and ensure proper oversight. The program includes ongoing employee education to ensure the security of physical and digital workspaces, protect the privacy of valuable data, identify potential phishing and malware threats, and avoid risky behaviors. 12 Table of Contents Financial Objectives Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value. This strategy is centered on the Company’s ability to drive profitable growth and maximize net earnings, Free Cash Flow and operating margins; maintain consistent financial policies to ensure a strong balance sheet, liquidity level and access to capital; and retain the financial flexibility needed to strategically allocate and deploy capital as circumstances change. The priorities for capital allocation and deployment are balanced according to prevailing circumstances and what the Company thinks is best for shareholder value creation at any point in time. These priorities currently include increasing growth investments as an MX company to fuel net sales growth, maintaining low debt leverage to ensure long-term financial strength, and increasing return of capital to shareholders through dividends and share buybacks. The Company’s disciplined financial approach and strong, trusted banking relationships allows it to maintain sufficient liquidity and to reduce refinancing risk, such as with Quad’s successful 2024 refinancing of its Term Loan A and Revolving Credit Agreement. Quad applies holistic continuous improvement and lean enterprise methodologies to further streamline its processes and maximize operating margins. These same methodologies are applied to its selling, general and administrative functions. The Company continually works to lower its cost structure by consolidating manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics synergies by centralizing and consolidating print manufacturing volumes, and eliminating redundancies in its administrative and corporate operations. Quad believes that its focused efforts to be a high-quality, low-cost producer generates increased Free Cash Flow and allows the Company to maintain a strong balance sheet through debt reduction. Patents, Trademarks and Trade Names Quad operates research and development facilities that support the development of new equipment, process improvements, raw materials and content management, and distribution technologies to better meet client needs and improve operating efficiencies. The Company continues to innovate within the printing and print-related industry and, as a result, has developed what it believes to be one of the most powerful patent portfolios in the print industry. Quad currently holds or has rights to commercialize a wide variety of worldwide patents and applications relating to its business. The Company intends to continue to file patent applications that it believes will help ensure the continued strength of the Company and its portfolio. Additionally, the Company markets products, services and capabilities under a number of trademarks and trade names. Quad aggressively defends its intellectual property rights and intends to continue to do so in the future. Raw Materials The primary raw materials that Quad uses in its print business are paper, ink and energy. The price and availability of paper has been, and may continue to be, adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper, and ability to transport paper produced; and tariffs and trade restrictions. At this time, the Company’s supply of raw materials are available from numerous vendors; however, based on previously mentioned market conditions, the current supply is under pressure due to supply chain disruptions and inflation. The Company generally buys these raw materials based upon market prices that are established with the vendor as part of the procurement process. Approximately half of the paper used in the printing process is supplied directly by the Company’s clients. For those clients that do not directly supply their own paper, the Company makes use of its purchasing efficiencies to supply paper by negotiating with leading paper vendors, uses a wide variety of paper grades, weights and sizes, and does not rely on any one vendor. In addition, the Company generally includes price adjustment clauses in sales contracts for paper and other critical raw materials in the printing process. Although these clauses generally mitigate paper price risk, higher paper prices and tight paper supplies, as well as changes in the United States import or trade regulations, may have an impact on client demand for printed products. The Company’s working capital requirements, including the impact of seasonality, are partially mitigated through the direct purchasing of paper by its clients. 13 Table of Contents The Company produces the majority of ink used in its print manufacturing, allowing it to control the quality, cost and supply of key inputs. Raw materials for the ink manufacturing process are purchased externally from a variety of vendors. The Company may not be able to fully pass on to clients the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices result in higher manufacturing costs for certain of its operations. The Company mitigates its risk through natural gas hedges when appropriate. In its logistic operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients. Information About Our Executive Officers The following table sets forth the names, ages (as of January 31, 2025) and positions of Quad’s executive officers. Name Age Position J. Joel Quadracci 56 Chairman, President and Chief Executive Officer Eric N. Ashworth 59 Executive Vice President of Product and Market Strategy Anne M. Bauer 60 Vice President and Chief Accounting Officer Julie A. Currie 61 Executive Vice President and Chief Revenue Officer Joshua J. Golden 53 Chief Marketing Officer Dana B. Gruen 50 General Counsel, Corporate Secretary and Chief Risk & Compliance Officer David J. Honan 56 Executive Vice President and Chief Operating Officer Steven D. Jaeger 60 Vice President and Chief Information Officer Donald M. McKenna 52 Executive Vice President and Chief Administrative Officer Robert H. Quadracci 57 Chief Human Resources Officer Anthony C. Staniak 52 Chief Financial Officer Kelly A. Vanderboom 50 Executive Vice President and Treasurer; Head of Agency Operations Mr. J. Joel Quadracci has been a director of Quad since 2003, its President since January 2005, its President and Chief Executive Officer since July 2006 and its Chairman, President and Chief Executive Officer since January 2010. Mr. Quadracci joined Quad in 1991 and, prior to becoming President and Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales and Administration, and President and Chief Operating Officer. He serves on the board of directors for Plexus Corp., Pixability, Inc., Road America, Inc., the National Association of Manufacturers and the Metropolitan Milwaukee Association of Commerce. He also serves on the board of trustees for the Milwaukee Art Museum and on the advisory council of the Smithsonian National Postal Museum. Mr. Quadracci received a B.A. in Philosophy from Skidmore College in 1991. Mr. Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad and President of QuadMed, the brother-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Chief Human Resources Officer. Mr. Ashworth has served as Executive Vice President of Product and Market Strategy since joining Quad in 2015 and as President of Quad Agency Solutions since April 2016. Prior to joining Quad, Mr. Ashworth was President of SGK, Inc. (formerly Schawk, Inc.) from July 2012 to July 2015; Chief Growth and Strategy Officer of SGK from September 2009 to July 2012; and Global Chief Growth Officer of Anthem Worldwide (a division of SGK) from November 2003 to 2010. Prior thereto, Mr. Ashworth was Co-founder and President of BlueMint Associates from June 2002 through November 2003, after serving in various marketing roles at Fitch San Francisco, Addis Interaction, Levi Strauss & Co., Clorox, Colgate-Palmolive and National Semiconductor. Mr. Ashworth is a board member of Uniting Voices Chicago (formerly Chicago Children’s Choir) and The BrandLab, a nonprofit organization that works to increase diversity in the marketing industry. 14 Table of Contents Ms. Bauer has served as Vice President since January 2022 and Chief Accounting Officer since March 2017. She previously served as Director - Corporate Controller of Quad from May 2016 until March 2017 and then as Executive Director and Chief Accounting Officer until January 2022. She joined Quad in September 2011, serving as Director of Corporate Accounting until May 2016. Prior to joining Quad, Ms. Bauer held various accounting positions at Journal Communications, Inc., during her 18 years there, including Vice President and Controller from June 2000 until September 2011. Ms. Currie has served as Executive Vice President and Chief Revenue Officer since November 2020. She previously served as Executive Consultant of FCM, LLC from 2019 to 2020. Prior thereto, Ms. Currie served in multiple senior leadership roles at Nielsen, a global leader in audience measurement, data and analytics, including as Senior Vice President, Global Retail Product Leadership from 2016 to 2019; as Senior Vice President, Global Loyalty Commercial Director from 2012 to 2016; as Senior Vice President, Global Business Services North America from 2008 to 2012; as Vice President, National Accounts Group Client Director from 2003 to 2007; and as Vice President, Group Client Director from 2001 to 2003. Ms. Currie serves on the board of directors of the Boys & Girls Club of Lake County, Illinois. Mr. Golden has served as Chief Marketing Officer since July 2021. Prior to joining Quad, Mr. Golden was the President & Publisher of Ad Age from 2016 to 2021. Prior thereto, Mr. Golden served as Vice President of Global Digital Marketing for Xerox from March 2015 to June 2016; as Chief Marketing Officer of Story Worldwide from September 2011 to March 2015; as Chief Digital Officer of Grey Group from September 2010 to September 2011; as Managing Director of Digital at Havas from December 2007 to September 2010; as Group Director of Digital Marketing for NBC Universal from January 2006 to December 2007; and as Head of Digital at Young & Rubicam from November 2000 to January 2006. Mr. Golden serves on the board of directors of the National Epilepsy Foundation. Ms. Gruen has served as General Counsel, Corporate Secretary and Chief Risk & Compliance Officer since February 2023. Joining Quad’s legal department in 2007 as Employment Counsel, she advanced to Assistant General Counsel in 2014; Deputy General Counsel and Chief Compliance Officer in 2015; Vice President, Deputy General Counsel and Chief Compliance Officer in 2016; Vice President, Deputy General Counsel and Chief Compliance and Risk Officer in 2020; and Senior Vice President, Deputy General Counsel and Chief Risk & Compliance Officer in 2022. Prior to joining Quad, Ms. Gruen was an associate at Foley & Lardner, Sonnenschein Nath & Rosenthal (now part of Dentons), and Seyfarth Shaw. Mr. Honan has served as Executive Vice President and Chief Operating Officer since January 2022. His previous roles at Quad were Executive Vice President and Chief Financial Officer from January 2015 to December 2021; Vice President and Chief Financial Officer from March 2014 to January 2015; Vice President and Chief Accounting Officer from July 2010 to March 2014; Vice President and Corporate Controller from December 2009 to July 2010; and Corporate Controller from when he joined Quad in May 2009 to December 2009. Currently, he serves on the advisory board of FM Global. Prior to joining Quad, Mr. Honan served as Vice President, General Manager and Chief Financial Officer of Journal Community Publishing Group, a subsidiary of diversified media company Journal Communications Inc., for five years, and held executive-level roles in investor relations and corporate development at Newell Brands, a global marketer of consumer and commercial products. Prior thereto, Mr. Honan worked at the accounting firm Arthur Andersen LLP for 11 years. Mr. Jaeger has served as Vice President and Chief Information Officer since November 2015. He previously served as Executive Vice President, President of Direct Marketing and Chief Information Officer from November 2014 to November 2015; as Executive Vice President, President of Direct Marketing and Media Solutions and Chief Information Officer from March 2014 to November 2014; as Corporate Vice President of Information and Technology since 2013; as Vice President of Information Systems and Infrastructure from 2007 to 2012; and as President of Quad/Direct from August 2007 until 2013. Prior thereto, Mr. Jaeger served as Quad’s Vice President of Information Systems from 1998 to 2006 and worked in various other capacities since he joined the company in 1994. Prior to joining Quad, Mr. Jaeger worked for Andersen Consulting for eight years. 15 Table of Contents Mr. McKenna has served as Executive Vice President and Chief Administrative Officer since January 2022. He previously served as Senior Vice President of Sales Administration from August 2018 to January 2022; Vice President of Sales Administration from June 2013 to August 2018; and Product Planning Manager from March 2010 to June 2013. Prior to joining Quad, Mr. McKenna worked at J.S. Eliezer Associates, a print consulting firm in Stamford, Conn., beginning in 1998 and was named President of the firm in 2004, the leadership role he maintained until joining Quad in 2010. Mr. Robert Quadracci has served as Chief Human Resources Officer since February 2023. Previously, he was Vice President of Human Resources - Sales, Marketing & Quad Agency Solutions from January 2022 to February 2023; Executive Director – Human Resources from 2014 to 2022; and Human Resources Director from 1999 to 2014. Prior to joining Quad, Mr. Quadracci worked at Edison International as a Project Manager, Workforce Management and Corporate Redeployment from 1992 to 1999. Mr. Quadracci is the first cousin of J. Joel Quadracci, Chairman, President and Chief Executive Officer of Quad, and Kathryn Quadracci Flores, M.D., a director of Quad and President of QuadMed. Mr. Staniak has served as Chief Financial Officer since January 2022. Previously, he served as Vice President of Finance from March 2017 until January 2022. Joining the company in 2009 as Director of External Reporting, Mr. Staniak was subsequently named Director of Internal Audit in 2011; Executive Director – Financial Controller in 2013; Chief Accounting Officer in 2014; and Vice President and Chief Accounting Officer in 2015. Prior to joining Quad, Mr. Staniak was Chief Financial Officer of data consulting firm Sagence, Inc. He began his career at the accounting firm Arthur Andersen LLP in 1995. Mr. Staniak is a member of the Wisconsin Institute of Certified Public Accountants and is a member of the board of directors for the Zoological Society of Milwaukee and for the Volunteer Center of Washington County. Mr. Vanderboom has served as Executive Vice President and Treasurer since 2018 and Head of Quad Agency Solutions Operations since March 2023. Mr. Vanderboom also serves on the board of QuadMed and provides executive oversight for Quad Paper Services. Since joining Quad in 1993, he has served in various leadership capacities, including Controller of Parcel Direct, a freight expediting subsidiary sold to FedEx in 2004; Treasurer, beginning in 2007; Vice President, beginning in 2008; Vice President of the Program Management Office (PMO) from 2012 to 2014 and 2019 to 2023; and President of Logistics from 2014 to 2023. Executive officers of Quad are elected by and serve at the discretion of Quad’s Board of Directors. Other than described above, there are no family relationships between any directors or executive officers of Quad. 16 Table of Contents