What changed in this filing

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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-21 · 142 added, 128 removed, 198 unchanged (58% of the section changed)

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Risks Relating to Quad’s Business, Operations and Industry

The Company’s transformation to a marketing experience company increases the complexity of the Company’s business, and if the Company is unable to successfully adapt its marketing offerings and business processes as required by new markets and technologies, such as artificial intelligence, the Company will be at a competitive disadvantage and its ability to grow will be adversely affected.

As the Company continues to expand its integrated marketing platform, the overall complexity of the Company’s business continues to increase and the Company continues to become subject to different market dynamics.

The new markets into which the Company is expanding, or may expand, may have different characteristics from the markets in which the Company historically competed.

The Company’s transformation to a marketing experience company increases the complexity of the Company’s business, and if the Company is unable to successfully adapt its marketing offerings and business processes to the requirements of new markets, the Company will be at a competitive disadvantage and its ability to grow will be adversely affected.

These different characteristics may include, among other things, demand volume requirements, demand seasonality, product generation development rates, client concentrations and performance and compatibility requirements.

The Company’s failure to make the necessary adaptations to its business model to address these different characteristics, complexities and new market dynamics could adversely affect the Company’s operating results.

In addition, with rapid changes in technology affecting the marketing and advertising industry, including generative artificial intelligence, the Company may not accurately predict trends, identify use cases, adapt its marketing offerings and business processes, or make the technological adaptations or investments necessary to stay competitive in these new markets.

Decreases in demand for printing services caused by factors outside of the Company’s control, including the substitution of printed products with digital content, prior and any future recessions and other macroeconomic conditions, as well as significant downward pricing pressure, may continue to adversely affect the Company.

If the Company is unable to make the necessary adaptations to its business model, processes, organizational structure and talent base to address these different characteristics and market dynamics the Company’s competitive position, operating results and long-term growth prospects could be adversely affected.

Decreases in demand for printing services caused by factors outside of the Company’s control, including the substitution of printed products with digital content, prior and any future recessions and other changes in macroeconomic conditions, as well as continued downward pricing pressure, may continue to adversely affect the Company.

The Company and the overall printing industry continue to experience a reduction in demand for printed materials and overcapacity due to various factors including the sustained and increasing shift of digital substitution by marketers and advertisers (to both replace and augment campaigns that were historically focused on print), as well as macroeconomic conditions and prior recessions (which severely impacted print volumes and further accelerated the impact of media disruption).

The impacts of overcapacity, as well as intense competition, have led to the Company experiencing significant downward pricing pressures for printing services in recent years and such pricing may continue to decline from current levels.

The impacts of overcapacity, as well as intense competition, have led to continued downward pricing pressures for printing services in recent years and such pricing may continue to decline from current levels.

Any future increases in the supply of printing services or decreases in demand could cause prices to continue to decline, and prolonged periods of low prices, weak demand and/or excess supply could have a material adverse effect on the Company’s business growth, results of operations and liquidity.

The media landscape is experiencing rapid change due to the impact of digital media and content on printed products.

The media landscape continues to undergo rapid change due to the impact of digital media and content on printed products.

Improvements in the accessibility and quality of digital media through the online distribution and hosting of media content, mobile technologies, e-reader technologies, digital retailing and the digital distribution of documents and data has resulted and may continue to result in increased consumer substitution.

Continued consumer acceptance of such digital media, as an alternative to print materials, is uncertain and difficult to predict and may decrease the demand for the Company’s printed products, result in reduced pricing for its printing services and additional excess capacity in the printing industry, and adversely affect the results of the Company’s operations.

The Company may be adversely affected by increases in its operating costs, including the cost and availability of raw materials (such as paper, ink components and other materials), inventory, parts for equipment, labor, fuel and other energy costs and freight rates.

The price of raw materials used by the Company has fluctuated over time and has caused fluctuations in the Company’s net sales and cost of sales.

This volatility may continue and the Company may experience increases in the costs of its raw materials in the future as prices are expected to remain beyond its control.

The primary raw materials that the Company uses in its print business are paper, ink and energy.

The price and availability of paper may also be adversely affected by paper mills’ permanent or temporary closures;

paper mills’ access to raw materials, conversion to produce other types of paper (which a number of paper mills have done or are doing), and ability to transport paper produced;

and tariffs and trade restrictions.

The price and availability of ink and ink components may be adversely affected by the availability of component raw materials, labor and transportation, as well as by tariffs and trade restrictions.

Approximately half of the paper used by the Company is supplied directly by its clients.

For those clients that do not directly supply their own paper, 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.

If the Company passes along increases in the cost of paper and the price of the Company’s products and services increases as a result, client demand could be adversely affected, and thereby, negatively impact the Company’s financial performance.

If the Company is unable to continue to pass along increases in the cost of paper to its clients, future increases in paper costs would adversely affect its margins and profits.

Due to the significance of paper in the Company’s print business, it is dependent on the availability of paper.

In periods of high demand, certain paper grades have been in short supply, including grades used in the Company’s business.

In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of clients.

Additionally, the declining number of paper suppliers has resulted in a contraction in the overall paper manufacturing industry.

This contraction of suppliers may cause overall supply issues, may cause certain paper grades to be in short supply or unavailable, and may cause paper prices to substantially increase.

Although historically the Company generally has not experienced significant difficulty in obtaining adequate quantities of paper, continued decline in suppliers, changes in United States import or trade regulations, paper mills’ reduction of graphic paper production capacity in favor of other product lines, or other developments in the overall paper markets could result in a decrease in the supply of paper and could adversely affect the Company’s revenues or profits.

In addition, the Company may not be able to resell waste paper and other by-products or the prices received for their sale may decline substantially.

The Company is dependent upon the vendors within the Company’s supply chain to maintain a steady supply of inventory, parts for equipment and other materials.

Many of the Company’s products are dependent upon a limited number of vendors, and the price and availability of inventory, parts and other materials, such as printing plates, could be adversely affected by supply chain disruptions, such as from labor pressures;

tariffs, anti-dumping duties, and trade restrictions;

distribution challenges;

and macroeconomic conditions.

The Company may not be able to fully pass on to clients the impact of higher supply chain prices on its manufacturing costs.

Under current market conditions, it is possible that one or more of the Company’s vendors will be unable to fulfill their operating obligations due to financial hardships, liquidity issues or other reasons.

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.

Labor represents a significant component of the cost structure of the Company.

Increases in wages, salaries and the cost of medical, dental, pension and other post-retirement benefits have in the past and may continue to impact the Company’s financial performance.

Changes in interest rates, investment returns or the regulatory environment have and may continue to impact the amounts the Company will be required to contribute to the pension plans that it sponsors and may affect the solvency of these pension plans.

The Company may be unable to achieve labor productivity targets, to retain employees or labor may not be adequately available in locations in which the Company operates, which could negatively impact the Company’s financial performance.

Freight rates and fuel costs also represent a significant component of the Company’s cost structure.

In general, the Company has been able to pass along increases in the cost of freight and fuel to many of its clients.

If the Company is not able to pass along a substantial portion of increases in freight rates or in the price of fuel, future increases in these items would adversely impact the Company’s margin and profits.

If the Company passes along increases in the cost of freight and fuel and the price of the Company’s products and services increases as a result, client demand could be adversely affected, and thereby, negatively impact the Company’s financial performance.

Changes in postal rates, postal regulations and postal services may adversely impact clients’ demand for print products and services.

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Any material change in the current service levels provided by the postal service could impact the demand that clients have for print services.

In September 2024, the USPS held a pre-filing conference to further reduce service standards.

These changes required an advisory opinion from the Postal Regulatory Commission (“PRC”), which was issued in January 2025, urging the USPS to reconsider its plan.

However, the USPS is still expected to implement the changes in 2025, regardless of the advisory opinion issued.

In addition to the reduce service standards, the USPS has also issued reduced service performance targets for 2025.

Almost all letters and flats targets were reduced, some as much as 15% lower than 2024 targets (i.e.

First Class Letters three to five day on time performance target was reduced from 90% down to 80%).

The USPS offers “work-share” discounts that provide incentives to co-mail and place product as far down the mail-stream as possible.

Discounts are earned as a result of less handling of the mail, and therefore, lower costs for the USPS.

As a result, the Company has made substantial investments in co-mailing technology and equipment to ensure clients benefit from these discounts.

If the incentives to co-mail are decreased by USPS regulations, the overall cost to mail printed products will increase and may result in print volumes declining.

In 2025, the USPS significantly reduced their service standards with the first phase of changes taking effect on April 1, 2025, and the second phase taking effect on July 1, 2025.

In addition to the reduced service standards, the USPS also issued reduced service performance targets for 2025.

Almost all letters and flats targets were reduced, some as much as 15% lower than 2024 targets (e.g., First Class Letters three to five day on time performance target was reduced from 90% down to 80%).

The USPS, however, did not meet these reduced performance standards and targets, and has kept the performance targets for 2026 essentially in line with 2025, with only a few minor adjustments.

Federal statute requires the PRC to conduct reviews of the overall rate-making structure for the USPS to ensure funding stability.

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The revised rate authority that is effective as a result of the rules issued by the PRC includes a higher overall rate cap on the USPS’ ability to increase rates from year to year.

The USPS has used these additional rate authorities to implement twice a year increases.

This will continue to lead to price spikes for mailers and may also reduce the incentive for the USPS to continue to take out costs and instead continue to rely on postage to cover the costs of an outdated postal service that does not reflect the industry’s ability or willingness to pay.

Given the significant amount of concern that has been expressed by the mailing industry, in April 2024, the PRC opened a proceeding to start the next rate system review, which is still underway.

This will continue to lead to price spikes for mailers and may also reduce the incentive for the USPS to continue to take out costs and instead continue to rely on postage increases in its attempt to cover its costs.

Given the significant amount of concern that has been expressed by the mailing industry, in April 2024, the PRC opened a proceeding to start the next rate system review, which includes a phased approach of proposing changes to improve rate predictability.

The USPS did not implement a Market Dominant product price increase for January 2025.

However, the available rate authority was rolled forward and implemented in July 2025, at a level that significantly exceeded CPI.

In September 2025, the USPS announced they would not increase prices on Market Dominant products in January 2026.

Further, in January 2026, the PRC issued a final rule that restricts the USPS to one price change a year from 2026 to 2030.

The Company believes the continued use of all available rate authority by the USPS will continue to increase the potential volume declines as rate predictability with respect to cost is no longer known for mailers.

The result may be reduced demand for printed products as clients may move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers.

The PRC began reviewing the 5-year structure in 2024, which is still underway, and resulting rate reductions may take years to finalize.

Macroeconomic conditions could have a material adverse impact on the Company’s business, financial conditions, cash flows and results of operations.

Macroeconomic conditions, including inflation and elevated interest rates, postal rate increases, tariffs, trade restrictions, cost pressures and the price and availability of paper, have had, and may continue to have, a negative impact on the Company’s business, financial condition, cash flows and results of operations.

For instance, the Company was negatively impacted in 2024 by higher interest rates, the price and availability of paper, and postage rate increases, along with the previously described industry challenges.

The USPS launched a new Marketing Mail Catalog promotion, which offers a 10% discount on postage for any mail pieces that meet the USPS definition of a catalog.

The discount went into effect on October 1, 2025 and continues until June 30, 2026.

Because the discount applies to the current rate, which is based on several years of biannual rate increases, including another increase in July 2025, the impact of the discount on catalog volume and revenue may be diminished.

The PRC also refined some rules around work-share discounts that will keep these discounts more closely aligned with the costs avoided and provide incentives to co-mail and place product as far down the mail-stream as possible.

Discounts are earned as a result of less handling of the mail, and therefore, lower costs for the USPS.

As a result, the Company has made substantial investments in co-mailing technology and equipment to ensure clients benefit from these discounts.

If the incentives to co-mail are decreased by USPS regulations, the overall cost to mail printed products will increase and may result in print volumes declining.

Rapid changes in technology affecting the marketing and advertising industry, including developments in artificial intelligence, may adversely affect the Company, and if the Company is unable to adapt its market offerings to effectively compete in this technology-driven environment, the Company’s ability to grow will be adversely affected.

Technology relevant to the Company’s marketing and advertising solutions continues to evolve at a rapid pace, including advancements in automation, data analytics, and artificial intelligence.

The Company may not be able to accurately predict emerging trends, identify appropriate use cases, or make the technological adaptations or investments necessary to remain competitive.

In addition, clients may not be willing to pay the same prices for content or services produced or supported through AI tools, which could adversely affect the Company’s pricing, revenue mix and profitability.

The increased use of AI and automation within the Company’s operations may also result in the need to restructure or reduce certain staffing levels, which could result in severance or other related costs and create operational challenges during periods of transition.

As regulatory activity related to the use of artificial intelligence and data-driven tools continues to increase in the United States and internationally, compliance with such requirements may impose additional operational burdens or limit the manner in which certain tools may be deployed.

If the Company is unable to develop or acquire the technology, expertise and processes necessary to address these developments, to address the

potential expenses associated with the use of AI tools, or to comply with evolving regulatory expectations, the Company’s business, client relationships, competitive position and operating results could be adversely affected.

The price of raw materials used by the Company has fluctuated over time and has caused fluctuations in the Company’s net sales and cost of sales.

This volatility may continue and the Company may experience increases in the costs of its raw materials in the future as prices are expected to remain beyond its control.

The primary raw materials that the Company uses in its print business are paper, ink and energy.

The price and availability of paper may also be adversely affected by paper mills’ permanent or temporary closures;

paper mills’ access to raw materials, conversion to produce other types of paper that are not usable by or as efficient for the Company in its operations (which a number of paper mills have done or are doing), transportation constraints;

and tariffs and trade restrictions.

The price and availability of ink and ink components may be adversely affected by similar factors, including the availability of component raw materials, labor and transportation, as well as tariffs and trade restrictions.

Due to the significance of paper in the Company’s print business, the Company is dependent on the availability of paper.

In periods of high demand, certain paper grades have been in short supply, including grades used in the Company’s business.

In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of clients.

The declining number of paper suppliers may cause certain paper grades to be in short supply or unavailable, and may cause paper prices to substantially increase.

Although historically the Company generally has not experienced significant difficulty in obtaining adequate quantities of paper, continued supplier consolidations, changes in United States import or trade regulations, reductions of graphic paper production capacity, or other developments in the overall paper markets could result in decreased supply and could adversely affect the Company’s revenues or profits.

The Company may also be unable to resell waste paper or other by-products of printing process at favorable prices, which may adversely impact margins and profitability.

Approximately half of the paper used by the Company is supplied directly by its clients.

Although these clauses generally mitigate certain paper price risks, higher paper prices and reduced paper supplies, as well as availability and changes in the United States import or trade regulations, may have an affect on client demand for printed products.

The Company is dependent upon the vendors within its supply chain to maintain a steady supply of inventory, equipment parts and other materials.

labor pressures;

tariffs, anti-dumping duties, and trade restrictions;

distribution challenges;

and macroeconomic conditions.

Under current market conditions, it is possible that one or more of the Company’s vendors will be unable to fulfill their obligations due to financial hardship, liquidity issues or other operational pressures.

Labor represents a significant component of the Company’s cost structure.

Increases in wages, salaries and the cost of medical, dental, workers’ compensation, pension and other post-retirement benefits have in the past impacted and may continue to impact the Company’s financial performance.

Changes in interest rates, investment returns or the regulatory environment may impact the Company’s required contributions and the solvency of its pension plan.

The Company may be unable to achieve labor productivity targets or retain employees, or labor may not be adequately available in locations in which the Company operates, which could negatively impact the Company’s financial performance.

Freight, fuel and energy costs may fluctuate significantly in response to global economic conditions, geopolitical tensions and supply-chain constraints, and increases in these items could adversely impact the Company’s margins and results.

If the Company passes along increases in the cost of freight, fuel and energy, and the price of the

Company’s products and services increases as a result, client demand could be adversely affected, and thereby, in turn, negatively impact the Company’s financial performance.

If the Company is unable to continue to pass along increases in the cost of paper to its clients, future increases in paper costs would adversely affect its margins and profits.

Similar challenges may arise with respect to increases in ink, labor, energy, freight and other operating costs.

The Company may not be able to fully pass on to clients the impact of higher supply-chain prices or higher electric and natural-gas energy prices on its manufacturing costs, and increases in these items would adversely impact the Company’s margins and financial performance.

If the Company does succeed in passing along such increases, the resulting higher prices for the Company’s products and services may reduce client demand, which could also adversely affect the Company’s results of operations.

Macroeconomic conditions could have a material adverse impact on the Company’s business, financial condition, cash flows and results of operations.

Macroeconomic conditions, including elevated interest rates, postal rate increases, tariffs, trade restrictions, cost pressures and the price and availability of paper, have had, and may continue to have, a negative impact on the Company’s business, financial condition, cash flows and results of operations.

For instance, throughout 2024 and 2025, the Company was negatively impacted by elevated interest rates, volatility in the price and availability of paper, and postage rate increases, along with the previously described industry challenges.

Demand for the Company’s products and services, in general, is highly related to general economic conditions in the markets the Company’s clients serve.

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This, or uncertainty or disruptions in global credit and banking markets, might cause the Company to not be able to continue to have access to preferred sources of liquidity when needed or on terms the Company finds acceptable, and the Company’s borrowing costs could increase.

The Company expects inflationary cost pressures, tariffs and trade restrictions, to potentially continue in 2025 and the Company may not be able to fully mitigate the impact of the rising inflationary cost pressures through price increases.

The Company may not be able to fully mitigate the negative impact of continued elevated costs, tariffs and trade restrictions through price increases.

Continuing or worsening inflation and/or tariffs and trade restrictions may have a material adverse impact on the Company’s business, financial condition, cash flows and/or results of operations.

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Moreover, unauthorized parties may attempt to access the Company’s systems or facilities, or the systems of the Company’s clients or vendors, through fraud or deception.

Cyber threats continue to evolve rapidly, including through the use of artificial intelligence to automate or enhance attacks, and the Company’s reliance on third-party service providers and cloud-based platforms increases its exposure to supply-chain vulnerabilities.

In the event and to the extent that a data breach, ransomware attack or other cyber incident occurs, such breach could have an adverse effect on the Company’s business and results of operations.

Complying with these various laws could cause the Company to incur substantial costs or require changes to the Company’s business practices in a manner adverse to the Company’s business.

Complying with these various laws could cause the Company to incur substantial costs or require changes to the Company’s business practices in a manner adverse to the Company’s business, including through business interruption, loss or corruption of data, or damage to client relationships.

Complying with these federal, state, and international laws relating to cybersecurity may cause the Company to incur substantial costs or require changes to the Company’s business practices and information security controls in a manner adverse to the Company’s business.

In addition, regulatory and client scrutiny of cybersecurity practices and incident-reporting obligations has increased, including enhanced oversight, governance and notification requirements, which may result in additional compliance requirements or expenditures, operational burdens, or penalties in the event of a cyber incident.

The fragility of and decline in overall distribution channels may adversely impact clients’ access to cost effective distribution of their advertising materials, and therefore may adversely impact the Company’s business.

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If the Company is unable to hire and train sufficient numbers of personnel, the Company’s business would be adversely affected.

Any shortage of available production personnel may also put a strain on the

Company’s ability to accept new work from client requests, including during the Company’s seasonally higher second half of the calendar year.

Any shortage of available production personnel may also put a strain on the Company’s ability to accept new work from client requests, including during the Company’s seasonally higher second half of the calendar year.

The Company’s future success also depends on its continuing ability to identify, hire, develop, and retain its executive management team, including its Chief Executive Officer, and other personnel for all areas of the organization.

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In addition, new and enhanced technologies, including artificial intelligence, search, web and infrastructure computing services, digital content, and electronic devices, may affect clients.

The internet facilitates competitive entry and comparison shopping, and the reliance on digital retailing may reduce clients’ volume.

The internet facilitates

competitive entry and comparison shopping, and the reliance on digital retailing may reduce clients’ volume.

Any such reduction or loss of work could adversely affect the Company’s results of operations and financial condition.

If the Company fails to identify, manage, complete and integrate acquisitions, investment opportunities or other significant transactions, as well as identify and execute strategic divestitures, it may adversely affect the Company’s future results and ability to implement its business strategy.

The Company may pursue acquisitions of, investment opportunities in, or other significant transactions with, companies that are complementary to the Company’s business, as well as divestitures of businesses, product lines or other assets.

In order to pursue this strategy successfully, the Company must identify attractive acquisition or investment opportunities, successfully complete the transaction, some of which may be large and complex, and manage post-closing issues such as integration of the acquired company or employees.

The Company may not be able to identify or complete appealing acquisition or investment opportunities given the intense competition for these transactions.

Even if the Company identifies and completes suitable corporate transactions, the Company may not be able to successfully address inherent risks in a timely manner, or at all.

These inherent risks include, among other things:

failure to achieve all or any projected synergies, performance targets or other anticipated benefits of the acquisition or investment;

failure to successfully integrate the purchased operations, technologies, products or services and maintain uniform standard controls, policies and procedures;

substantial unanticipated integration costs;

loss of key employees, including those of an acquired business;

diversion of management’s attention from other business concerns;

failure to retain the clients of the acquired business;

additional debt and/or assumption of known or unknown liabilities;

potential dilutive issuances of equity securities;

and a write-off of goodwill, client lists, other intangibles and amortization of expenses.

If the Company fails to successfully integrate an acquisition, the Company may not realize all or any of the anticipated benefits of the acquisition, and the Company’s future results of operations could be adversely affected.

In addition, the Company’s transformation to a marketing experience company is partially dependent upon the Company’s continued ability to identify and execute strategic divestiture opportunities to generate cash and related benefits.

There can be no assurance whether the strategic benefits and expected financial impact of any divestitures will be achieved.

Negative publicity could have an adverse impact on the Company’s business and brand reputation.

Unfavorable publicity, whether accurate or not, related to the Company or the Company’s executive management team, employees, board of directors, operations, business or prospects, or to the Quadracci family shareholders of the Company, could negatively affect the Company’s reputation, stock price, ability to attract new clients from growth vertical industries, ability to attract and retain high-quality talent, or the performance of the Company’s business.

In addition, the increased use of social media platforms, including blogs, social media websites, and other forms of internet-based and mobile communications, allows individuals access to a broad audience of consumers and other interested persons.

Many social media platforms immediately publish the content their subscribers’ and participants’ post, often without filters or checks on accuracy of the content posted.

Information or commentary posted on such platforms at any time may be adverse to the Company’s interests or may be inaccurate, each of which may harm the Company’s reputation, business or prospects.

The harm may be immediate without affording the Company an opportunity for redress or correction.

There are additional risks associated with the Company’s operations outside of the United States, including trade restrictions, currency fluctuations, the global economy, and geopolitical events like war and terrorism.

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the impact of economic and political instability;

tariffs and other trade barriers;

tariffs and other trade barriers, the magnitude and extent of which can be volatile and uncertain;

trade restrictions and economic embargoes by the United States or other countries;

fluctuations in currency values, foreign-currency exchange rates, devaluation and conversion restrictions;

foreign-currency exchange rates, devaluation and conversion restrictions;

exchange control regulations and other limits on the Company’s ability to import raw materials or finished product;

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and being subject to different legal and regulatory regimes that may preclude or make more costly certain initiatives or the implementation of certain elements of its business strategy.

Negative publicity could have an adverse impact on the Company’s business and brand reputation.

Many social media platforms immediately publish the content their subscribers’ and participants’ post, often without filters or checks on accuracy of the content posted.

The harm may be immediate without affording the Company an opportunity for redress or correction.

The Company may not be able to identify or complete appealing acquisition or investment opportunities given the intense competition for these transactions.

Even if the Company identifies and completes suitable corporate transactions, the Company may not be able to successfully address inherent risks in a timely manner, or at all.

These inherent risks include, among other things:

failure to achieve all or any projected synergies, performance targets or other anticipated benefits of the acquisition, investment or divestiture;

failure to successfully integrate the purchased operations, technologies, products or services and maintain uniform standard controls, policies and procedures;

substantial unanticipated integration costs;

loss of key employees, including those of an acquired business;

diversion of management’s attention from other business concerns;

failure to retain the clients of the acquired business;

additional debt and/or assumption of known or unknown liabilities;

potential dilutive issuances of equity securities;

and a write-off of goodwill, client lists, other intangibles and amortization of expenses.

There can be no assurance whether the strategic benefits and expected financial impact of any divestitures will be achieved.

Financial Risks

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The Company’s debt facilities include various covenants imposing restrictions that may affect the Company’s ability to operate its business.

On April 28, 2014, and as last amended on October 18, 2024, the Company entered into a senior secured credit facility (the “Senior Secured Credit Facility,”) which currently includes two different loan facilities:

On April 28, 2014, and as last amended on August 20, 2025, the Company entered into a senior secured credit facility (the “Senior Secured Credit Facility,”) which currently includes two different loan facilities:

a $357.7 million Term Loan A and a $339.6 million revolving credit facility.

As a result of an amendment to the Senior Secured Credit Facility, the Term Loan A and revolving credit facility were both broken into two separate maturity dates.

Borrowing from lenders who elected to not extend the maturity date will mature on November 2, 2026, whereas borrowing from lenders who elected to extend the maturity date matures on October 18, 2029.

Borrowing from lenders who elected to not extend the maturity date, will mature on November 2, 2026, whereas borrowing from lenders who elected to extend the maturity date, will mature on October 18, 2029.

As of December 31, 2025, the borrowings outstanding under the Senior Secured Credit Facility were $357.7 million.

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While the Company currently expects to be in compliance in future periods with all of the financial covenants, there can be no assurance that these covenants will continue to be met.

The Company’s failure to maintain

compliance with the covenants could prevent the Company from borrowing additional amounts and could result in a default under any of the debt agreements.

The Company’s failure to maintain compliance with the covenants could prevent the Company from borrowing additional amounts and could result in a default under any of the debt agreements.

Such default could cause the outstanding indebtedness to become immediately due and payable, by virtue of cross-acceleration or cross-default provisions.

The Company may be adversely affected by interest rates, particularly floating interest rates, and foreign exchange rates.

As of December 31, 2024, 44% of the Company’s borrowings were subject to variable interest rates.

As a result, the Company is exposed to market risks associated with fluctuations in interest rates, and increases in interest rates could adversely affect the Company.

The Company currently holds one interest rate swap contract.

The purpose of entering into this contract was to reduce the variability of cash flows from interest payments related to a portion of the Company’s variable-rate debt.

The swap converts the notional value of the Company’s variable rate debt based on one-month Secured Overnight Finance Rate (“SOFR”) to a fixed rate, including a spread on underlying debt, and a monthly reset in the variable interest rate.

The Company has entered into two interest rate collar contracts, both effective February 1, 2023.

The purpose of entering into the contracts was to reduce the variability of cash flows from interest payments related to a portion of the Company’s variable-rate debt.

The interest rate collars convert the notional value of the Company’s variable rate debt based on one-month term SOFR to a fixed rate if that month’s interest rate is outside of the collars’ floor and ceiling rates, including a spread on underlying debt, and a monthly reset in the variable interest rate.

A significant portion of the Company’s borrowings are subject to variable interest rates.

Increases in benchmark interest rates or widening credit spreads could increase the Company’s borrowing costs and adversely affect its financial condition.

From time-to-time, the Company enters into interest rate swap, collar, or other hedging contracts to reduce the variability of cash flows associated with interest payments on a portion of its variable-rate debt.

These arrangements are intended to mitigate exposure to changes in short-term interest rates;

however, they may not fully offset the impact of rate fluctuations, may expose the Company to additional counterparty risk, and could result in financial losses.

Because a portion of the Company’s operations are outside of the United States, significant revenues and expenses are denominated in local currencies.

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There is always a possibility that attempts to hedge currency risks will lead to greater losses than predicted.

In addition, the Company may be exposed to currency-exchange risks in connection with the repatriation of cash from its non-United States subsidiaries, and unfavorable currency movements or restrictions on the transfer of funds could adversely affect the amount of cash available for use in the United States.

The Company’s revenue, operating income and cash flows are subject to cyclical and seasonal variations.

The Company’s business is seasonal, with the Company recognizing the majority of its operating income in the second half of the calendar year, primarily as a result of the increased catalogs and retail inserts from back-to-school and holiday-related advertising and promotions.

The Company’s business is seasonal, with the Company recognizing the majority of its operating income in the second half of the calendar year, primarily as a result of the increased direct mail, catalogs and retail inserts volume from back-to-school and holiday-related advertising and promotions.

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.

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Such an occurrence could have a material adverse effect on the Company’s results of operations and financial position.

The Company may not be able to utilize deferred tax assets to offset future taxable income.

As of December 31, 2025, the Company had deferred tax assets, net of valuation allowances, of $57.5 million.

The Company expects to utilize the deferred tax assets to reduce consolidated income tax liabilities in future taxable years.

However, the Company may not be able to fully utilize the deferred tax assets if its future taxable income and related income tax liability is insufficient to permit their use.

In addition, in the future, the Company may be required to record a valuation allowance against the deferred tax assets if the Company believes it is unable to utilize them, which would have an adverse effect on the Company’s results of operations and financial position.

The Company has liabilities with respect to defined benefit pension plans that could cause the Company to incur additional costs.

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Any significant increase in the Company’s required contributions could have a material adverse impact on its business, financial condition, results of operations and cash flows.

In addition to the single employer defined benefit plans described above, the Company has previously participated in multiemployer pension plans (“MEPPs”) in the United States, including the Graphic Communications International Union - Employer Retirement Fund (“GCIU”) and the Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund (“GCC”).

Prior to the acquisition of World Color Press by the Company, World Color Press received notice that certain plans in which it participated were in critical status, as defined in Section 432 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

As a result, the Company could have been subject to increased contribution rates associated with these plans or other MEPPs suffering from declines in their funding levels.

Due to the significantly underfunded status of the United States multiemployer plans and the potential increased contribution rates, the Company withdrew from participation in these multiemployer plans and has replaced these pension benefits with a Company-sponsored “pay as you go” defined contribution plan, which is historically the form of retirement benefit provided to the Company’s employees.

As of December 31, 2024, the Company has recorded in its financial statements a pre-tax withdrawal liability for all United States MEPPs of $21.5 million in the aggregate.

The Company is scheduled to make payments to the GCIU until April 2032 and made its final payment to the GCC in February 2024.

The Company may not be able to utilize deferred tax assets to offset future taxable income.

As of December 31, 2024, the Company had deferred tax assets, net of valuation allowances, of $66.9 million.

The Company expects to utilize the deferred tax assets to reduce consolidated income tax liabilities in future taxable years.

However, the Company may not be able to fully utilize the deferred tax assets if its future taxable income and related income tax liability is insufficient to permit their use.

Due to the significantly underfunded status of the United States multiemployer plans and the potential increased contribution rates, the Company withdrew from participation in multiemployer plans and has replaced these pension benefits with a Company-sponsored “pay as you go” defined contribution plan, which is

historically the form of retirement benefit provided to the Company’s employees.

As of December 31, 2025, the Company has recorded in its financial statements a pre-tax withdrawal liability for the GCIU plan of $19.3 million in the aggregate.

The Company is scheduled to make payments to the GCIU until April 2032.

Legal and Regulatory Risks

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The failure to comply with the laws governing international business practices may result in substantial penalties and fines.

The Company and its facilities are subject to various consumer protection and privacy laws and regulations, and will become subject to additional laws and regulations in the future.

The Company, its offerings and its facilities are subject to various consumer protection, safety and privacy laws and regulations, and will become subject to additional laws and regulations in the future.

If the Company’s efforts to comply with such laws or protect the security of information are unsuccessful, any failure may subject the Company to material liability, require it to incur material costs or otherwise adversely affect its results of operations as a result of compliance with such laws, costly enforcement actions and private litigation.

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The conduct of the Company’s businesses is subject to various laws and regulations administered by federal, state and local government agencies in the United States, as well as to foreign laws and regulations administered by government entities and agencies in markets in which the Company operates.

These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of political, economic or social events, such as the election of the new administration.

Such regulatory environment changes may include changes in taxation requirements, accounting and disclosure standards, immigration laws and policy, environmental laws, and requirements of United States and foreign occupational health and safety laws.

These laws and regulations and interpretations thereof, and enforcement priorities may change, sometimes dramatically, as a result of political, economic or social events, such as the election of the new administration or changes in the makeup of legislative bodies.

Such regulatory environment changes may include changes in taxation requirements, accounting and disclosure standards, immigration laws and policy, environmental laws, trade policy, and requirements of United States and foreign occupational health and safety laws.

Changes in laws, regulations or governmental policy and the related interpretations may alter the environment in which the Company does business, and therefore, may impact its results or increase its costs or liabilities.

In particular, several states, including California, have adopted or are in the process of implementing new climate- and emissions-related reporting obligations, which require certain companies doing business in the state to disclose greenhouse gas emissions and climate-related financial risks.

Compliance with these or similar requirements may increase the Company’s reporting and data-collection burdens, and clients subject to such rules may also require additional information from the Company.

In addition, the Company and its subsidiaries are party to a variety of legal and environmental remediation obligations arising in the normal course of business, as well as environmental remediation and related indemnification proceedings in connection with certain historical activities, former facilities and contractual obligations of acquired businesses.

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Proposals under consideration include requiring climate- and emissions-related disclosures and limitations on the amount of greenhouse gas that can be emitted together with systems of trading allowed emissions capacities.

The impacts of such proposals could have a material adverse impact on the Company’s financial condition and results of operations.

If QuadMed, a wholly-owned subsidiary of the Company, fails to comply with applicable healthcare laws and regulations, the Company could face substantial penalties, and its business, reputation, operations, prospects and financial condition of the Company’s subsidiary could be adversely affected.

The impacts of such proposals may require the Company to implement additional processes, systems or controls, or to take other measures that could have a material adverse impact on the Company’s financial condition and results of operations.

If QuadMed, a wholly-owned subsidiary of the Company, fails to comply with applicable healthcare laws and regulations, the Company could face substantial penalties, and its business, reputation, operations, prospects and financial condition, and those of its subsidiary, could be adversely affected.

QuadMed provides employer-sponsored healthcare solutions in the United States to employers of all sizes, including the Company and other private and public-sector companies.

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and (d) prohibiting the corporate practice of medicine.

Emerging rules addressing cyber incident reporting and data protection may materially expand QuadMed’s compliance obligations.

Failure to comply with these or other healthcare requirements could result in significant penalties, investigations, service disruptions, contractual liabilities or reputational harm, any of which could adversely affect QuadMed’s results of operations.

Risks Relating to Quad’s Common Stock

The Company is a controlled company within the meaning of the rules of the New York Stock Exchange (“ NYSE ”) and, as a result, it relies on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Since the Quad Voting Trust owns more than 50% of the total voting power of the Company’s stock, the Company is considered a controlled company under the corporate governance listing standards of the NYSE .

As a controlled company, an exception under the NYSE listing standards exempts the Company from the obligation to comply with certain of the NYSE’s corporate governance requirements, including the requirements that (a) the Company have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

and (b) the Company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Accordingly, for so long as the Company is a controlled company, holders of class A stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Holders of class A common stock are not able to independently elect directors of the Company or control any of the Company’s management policies or business decisions because the holders of class A common stock have substantially less voting power than the holders of the Company’s class B common stock, all of which is owned by certain members of the Quadracci family or trusts for their benefit, whose interests may be different from the holders of class A common stock.

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The class B stock has ten votes per share on all matters and the class A stock is entitled to one vote per share.

As of January 31, 2025, the class B stock constitutes approximately 78% of the Company’s total voting power.

As of February 6, 2026, the class B stock constitutes approximately 78% of the Company’s total voting power.

As a result, holders of class B stock are able to exercise a controlling influence over the Company’s business, have the power to elect its directors and indirectly control decisions such as whether to issue additional shares, declare and pay dividends or enter into corporate transactions.

All of the class B stock is owned by certain members of the Quadracci family or trusts for their benefit, whose interests may differ from the interests of the holders of class A stock.

As of January 31, 2025, approximately 93% of the outstanding class B stock was held of record by the Quad Voting Trust, and that constitutes approximately 72% of the Company’s total voting power.

As of February 6, 2026, approximately 93% of the outstanding class B stock was held of record by the Quad Voting Trust, and that constitutes approximately 72% of the Company’s total voting power.

The trustees of the Quad Voting Trust have the authority to vote the stock held by the Quad Voting Trust.

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Furthermore, in response to recent public focus on dual class capital structures, certain stock index providers have or are implementing limitations on the inclusion of dual class share structures in their indices and certain institutional shareholder advisory firms have or are updating their voting guidelines to generally withhold support for directors of companies with dual class voting rights.

If these restrictions increase or these guidelines are followed, they may impact who buys and holds the Company’s stock.

and (b) the Company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

If these restrictions increase or these guidelines are followed, they may impact who buys and holds, and liquidity of, the Company’s stock.

Currently, there is a limited active market for Quad’s class A common stock and, as a result, shareholders may be unable to sell their class A common stock without losing a significant portion of their investment.

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The Company cannot predict the extent to which investor interest in the Company will lead to the development of a more active trading market for its class A common stock on the NYSE or how liquid that market will be.

If a more active trading market does not develop, shareholders may have difficulty selling any class A stock without negatively affecting the stock price, and thereby, losing a significant portion of their investment.

If a more active trading market does not develop,

shareholders may have difficulty selling any class A stock without negatively affecting the stock price, and thereby, losing a significant portion of their investment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors