What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-18 compared with 2025-02-21 · 168 added, 147 removed, 415 unchanged (43% of the section changed)

9 unchanged sentences

This section contains an analysis of the Company’s results of operations by comparing the results for the year ended December 31, 2025, to the year ended December 31, 2024.

The comparability of the Company’s results of operations between periods was impacted by the divestiture of the Company's European operations, which were sold on February 28, 2025, and the acquisition of the Enru co-mail assets, which were acquired on April 1, 2025.

The results of operations of the divested operations are included in the Company’s consolidated results until the date of disposition and the results of operations of the acquired operations are included in the Company’s consolidated results from the date of acquisition.

Forward-looking statements providing a general description of recent and projected industry and Company developments that are important to understanding the Company’s results of operations are included in this section.

3 unchanged sentences

Forward-looking statements important to understanding the Company’s financial condition are included in this section.

This section also provides a discussion of Free Cash Flow and Debt Leverage Ratio, non-GAAP financial measures that the Company uses to assess liquidity and capital allocation and deployment.

This section also provides a discussion of Free Cash Flow and Net Debt Leverage Ratio, non-GAAP financial measures that the Company uses to assess liquidity and capital allocation and deployment.

• Critical Accounting Policies and Estimates.

8 unchanged sentences

financial services;

For a full description of the Company’s business overview, refer to Part I, Item 1, “Business,” of this Annual Report on Form 10-K.

For a full description of the Company’s business, refer to Part I, Item 1, “Business,” of this Annual Report on Form 10-K.

The Company’s operating and reportable segments are aligned with how the chief operating decision maker of the Company currently manages the business.

1 unchanged sentence

The United States Print and Related Services segment is predominantly comprised of the Company’s United States printing operations, managed as one integrated platform, and marketing and other complementary services.

The printing operations include print execution and logistics for retail inserts, catalogs, long-run publications, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, newspapers, custom print products, as well as other commercial and specialty printed products, along with global paper procurement and the manufacture of ink.

The printing operations include print execution and logistics for retail inserts, catalogs, long-run publications, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, custom print products, as well as other commercial and specialty printed products, along with global paper procurement and the manufacture of ink.

Marketing and other complementary services include data intelligence and analytics, technology solutions, media planning, placement and optimization, creative strategy and content creation, as well as execution in non-print channels (e.g., digital and broadcast).

1 unchanged sentence

The United States Print and Related Services segment accounted for approximately 92% and 87% of the Company’s consolidated net sales during the years ended December 31, 2025 and 2024, respectively.

The International segment consists of the Company’s printing operations in Europe and Latin America, including operations in England, France, Germany, Poland, Colombia, Mexico and Peru.

The International segment consists of the Company’s printing operations in Latin America, including operations in Colombia, Mexico and Peru, as well as operations in Europe, including operations in England, France, Germany and Poland, until the European operations were sold on February 28, 2025.

This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment.

3 unchanged sentences

The Company’s management believes the ability to generate net sales growth, profit increases and positive cash flow, while maintaining the appropriate level of debt, are key indicators of the successful execution of the Company’s business strategy and will increase shareholder value.

The Company uses period-over-period net sales growth, EBITDA, EBITDA margin, net cash provided by operating activities, Free Cash Flow and Debt Leverage Ratio as metrics to measure operating performance, financial condition and liquidity.

EBITDA, EBITDA margin, Free Cash Flow and Debt Leverage Ratio are non-GAAP financial measures (see the definitions of EBITDA, EBITDA margin and the reconciliation of net loss to EBITDA in the “Results of Operations” section below, and see the definitions of Free Cash Flow and Debt Leverage Ratio, the reconciliation of net cash provided by operating activities to Free Cash Flow, and the calculation of Debt Leverage Ratio in the “Liquidity and Capital Resources” section below).

The Company uses period-over-period net sales growth, EBITDA, EBITDA margin, net cash provided by operating activities, Free Cash Flow and Net Debt Leverage Ratio as metrics to measure operating performance, financial condition and liquidity.

EBITDA, EBITDA margin, Free Cash Flow and Net Debt Leverage Ratio are non-GAAP financial measures (see the definitions of EBITDA, EBITDA margin and the reconciliation of net earnings (loss) to EBITDA in the “Results of Operations” section below, and see the definitions of Free Cash Flow and Net Debt Leverage Ratio, the reconciliation of net cash provided by operating activities to Free Cash Flow, and the calculation of Net Debt Leverage Ratio in the “Liquidity and Capital Resources” section below).

Net sales growth.

12 unchanged sentences

The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items.

Debt Leverage Ratio.

The Company uses the Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet.

Consistent with other liquidity metrics, the Company monitors the Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet (debt and pension liability reduction), for strategic capital allocation and deployment through investments in the business (capital expenditures, acquisitions and strategic investments), and for returning capital to the shareholders (dividends and share repurchases).

The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.

The Company remains disciplined with its debt leverage.

The Company’s consolidated debt and finance lease obligations decreased by $143.5 million during the year ended December 31, 2024, primarily due to the following:

(1) $112.9 million in cash provided by operating activities;

(2) $49.1 million in proceeds from the sale of property, plant and equipment;

(3) $23.7 million reduction in cash and cash equivalents;

and (4) $22.2 million in proceeds from the sale of an investment, partially offset by $57.2 million in purchases of property, plant and equipment and the $9.4 million payment in cash dividends.

Net Debt Leverage Ratio.

The Company uses the Net Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet.

Consistent with other liquidity metrics, the Company monitors the Net Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify our ability to strengthen the balance sheet through debt and pension liability reduction, for strategic capital allocation and deployment through investments in the business (capital expenditures, acquisitions and strategic investments), and for returning capital to the shareholders (dividends and share repurchases).

The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Net Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.

The Company remains disciplined with its net debt leverage.

The Company’s consolidated debt and finance lease obligations decreased by $8.0 million during the year ended December 31, 2025.

The Company primarily used cash provided by operating activities and proceeds from the sales of property, plant and equipment to fund purchases of property, plant and equipment, the Enru co-mail asset acquisition, the return of capital to shareholders through cash dividends and share repurchases and the reduction of debt.

Overview of Trends Affecting Quad

16 unchanged sentences

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 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%).

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 took effect 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 (i.e., 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 a few minor adjustments.

The USPS continues to experience financial problems.

2 unchanged sentences

As a result of these financial difficulties, the USPS has continued to adjust its postal rates and service levels.

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

However, the available rate authority will roll forward to July 2025.

The USPS has confirmed it intends to continue with twice a year price increases for 2026 and 2027.

With postage increases that continue to exceed the CPI, clients will continue to reduce mail volumes and explore the use of alternative methods for delivering a larger portion of their products, such as continued diversion to the internet, digital and mobile channels and other alternative media channels, in order to ensure that they stay within their expected postage budgets.

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

As a result of those reviews, the PRC authorized a five year rate-making structure that provides the USPS with additional pricing flexibility over the CPI cap, which has resulted in a substantially altered rate structure for mailers.

Federal statute requires the Postal Regulatory Commission (PRC), to conduct reviews of the overall rate-making structure for the USPS to ensure funding stability.

As a result of those reviews, the PRC authorized a five year rate-making structure that provides the USPS with additional pricing flexibility over the Consumer Price Index (“CPI”) cap, which has resulted in a substantially altered rate structure for mailers.

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.

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.

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 cost.

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 to July 2025, where approximately 8% postage increases were implemented and significantly exceeded CPI.

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

On December 22, 2025, the USPS filed a petition with the PRC, requesting new rules on Market Dominate rates to either eliminate the price cap and give full rate authority to the Board of Governors, or if a price cap continues to be required, allow a rate reset with a conservative 22% banked authority for the USPS to use.

This remains open and is unknown how the PRC will respond.

The PRC did issue a final rule that restricts the USPS to one price change a year from 2026 to 2030.

The PRC also refined some rules around work-share discounts that will keep these discounts more closely aligned with the costs avoided.

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.

However, the Company believes the continued use of all available rate authority by the USPS that significantly exceeds CPI, combined with lower service standards and the petition filed on December 22, 2025, clients will continue to reduce mail volumes and explore the use of alternative methods for delivering a larger portion of their products, such as continued diversion to the internet, digital and mobile channels and other alternative media channels, in order to ensure that they stay within their expected postage budgets.

The Company has invested significantly in its mail preparation and distribution capabilities to mitigate the impact of increases in postage costs, and to help clients successfully navigate the ever-changing postal environment.

Through its data analytics, unique software to merge mail streams on a large scale, advanced finishing capabilities and technology, and in-house transportation and logistics operations, the Company manages the mail preparation and distribution of most of its clients’ products to maximize efficiency, to enable on-time and consistent delivery and to partially reduce these costs.

The Company continues to face several other industry challenges that have been, and are expected to continue to, adversely impact the Company’s results of operation.

The PRC decision on once a year price increases is an important part of providing the mailing industry with additional rate stability.

Additionally, the new requirements for the USPS to maintain the current work-share discounts more closely to the level of avoided costs, the Company believes is a good decision as this mail optimization capability is valuable to its clients.

It is imperative that the PRC ensure that rates are affordable to the mailing industry.

The Company continues to face several other industry challenges that have been, and are expected to continue to, adversely impact the Company’s results of operations.

The Company is closely monitoring the potential impacts of tariffs and recessionary pressures on its clients’ businesses that could impact their marketing spend, including print volumes.

The Company continues to operate in an elevated interest rate environment, which is expected to continue through 2026.

Additionally, 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;

paper mills’ access to raw materials, conversion to produce other types of paper that are not usable by the Company in its operations (which a number of paper mills’ have done or are doing), and ability to transport paper produced;

and tariffs and trade restrictions.

Postal rate increases, along with the previously described industry challenges, have led to reduced demand for printed products and has caused clients to move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers.

This reduced volume has driven the Company to institute several cost saving measures through its restructuring program, including plant closures and headcount reductions.

Postal rate increases, along with the previously described industry challenges, have led to reduced demand for printed products and has caused clients to move more

aggressively into other delivery methods, such as the many digital and mobile options now available to consumers.

These challenges have, as needed, driven the Company to institute several cost saving measures through its restructuring program, including plant closures and headcount reductions.

Through these cost saving measures and proceeds from asset sales, the Company has been able to maintain focus on its transformation into an MX company, with flexibility to invest into the growing business, as well as continuing to be advantageous in its efforts to return capital to shareholders and reduce debt.

3 unchanged sentences

Summary Results

The Company’s operating income, operating margin, net loss (computed using a 25% normalized tax rate for all items subject to tax) and diluted loss per share for the year ended December 31, 2024, changed from the year ended December 31, 2023, as follows (dollars in millions, except per share data):

Operating Income Operating Margin Net Loss Diluted Loss Per Share

The Company’s operating income, operating margin, net earnings (loss) (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings (loss) per share for the year ended December 31, 2025, changed from the year ended December 31, 2024, as follows (dollars in millions, except per share data):

Operating Income Operating Margin Net Earnings (Loss) Diluted Earnings (Loss) Per Share

For the year ended December 31, 2024 $ 19.2 0.7 % $ (50.9) $ (1.07)

6 unchanged sentences

N/A N/A 10.5 0.26

Net pension income (4)

Net pension (expense) income (4)

N/A N/A (11.1) (0.22)

3 unchanged sentences

______________________________

(1) Restructuring, impairment and transaction-related charges, net increased $24.0 million ($18.0 million, net of tax), to $101.5 million during the year ended December 31, 2024, and included the following:

(1) Restructuring, impairment and transaction-related charges, net decreased $79.7 million ($59.8 million, net of tax), to $21.8 million during the year ended December 31, 2025, and included the following:

A $4.4 million decrease in employee termination charges from $30.5 million during the year ended December 31, 2024, to $26.1 million during the year ended December 31, 2025;

A $49.7 million increase in impairment charges from $25.2 million during the year ended December 31, 2023, to $74.9 million during the year ended December 31, 2024;

A $4.8 million decrease in transaction-related charges from $4.2 million of expense during the year ended December 31, 2023, to $0.6 million of income during the year ended December 31, 2024;

A $0.6 million decrease in integration-related charges from $1.0 million during the year ended December 31, 2023, to $0.4 million during the year ended December 31, 2024;

A $15.7 million decrease in various other restructuring charges from $12.0 million of expense during the year ended December 31, 2023, to $3.7 million of income during the year ended December 31, 2024.

A $67.4 million decrease in impairment charges from $74.9 million during the year ended December 31, 2024, to $7.5 million during the year ended December 31, 2025;

A $4.3 million increase in acquisition adjustments and transaction-related charges, net from $0.6 million during the year ended December 31, 2024, to $4.9 million during the year ended December 31, 2025;

A $2.5 million increase in integration-related charges from $0.4 million during the year ended December 31, 2024, to $2.9 million during the year ended December 31, 2025;

A $6.1 million increase in various other restructuring income, net from $3.7 million during the year ended December 31, 2024, to $9.8 million during the year ended December 31, 2025.

The Company expects to incur additional restructuring and integration costs in future reporting periods in connection with eliminating excess manufacturing capacity and properly aligning its cost structure in conjunction with the Company’s acquisitions and strategic investments, and other cost reduction programs.

(2) Other operating income elements increased $1.9 million ($1.4 million, net of tax) primarily due to the following:

(1) a $30.9 million decrease in selling, general and administrative expenses;

(2) a $23.9 million decrease in depreciation and amortization expense;

(3) impacts from improved manufacturing productivity;

and (3) savings from other cost reduction initiatives, partially offset by print volume decreases and a $12.3 million increase in selling, general and administrative expenses.

and (4) savings from other cost reduction initiatives, partially offset by the impact from lower print volume and service net sales, and increased investments in innovation offerings to drive future net sales growth.

(3) Interest expense decreased $14.0 million ($10.5 million, net of tax) during the year ended December 31, 2025, to $50.5 million.

This change was due to lower average debt levels and a $1.7 million decrease in interest expense related to the interest rate swap, partially offset by a higher weighted average interest rate on borrowings during the year ended December 31, 2024, as compared to the year ended December 31, 2023.

(4) Net pension income decreased $0.9 million ($0.7 million, net of tax) during the year ended December 31, 2024, to $0.8 million.

This was due to a $1.7 million decrease from the expected long-term return on pension plan assets and a $0.4 million increase in the amortization of actuarial loss, partially offset by a $1.2 million decrease from interest cost on pension plan liabilities.

This change was due to lower average debt levels, lower weighted average interest rate on borrowings, and a $0.5 million decrease in interest expense related to the interest rate swap during the year ended December 31, 2025, as compared to the year ended December 31, 2024.

(4) Net pension expense increased $14.8 million ($11.1 million, net of tax) during the year ended December 31, 2025, from $0.8 million of income to $14.0 million of expense.

This was due to a $12.8 million settlement charge from defined benefit

pension plan annuitization and a $3.7 million decrease from the expected long-term return on pension plan assets, partially offset by a $1.7 million decrease from interest cost on pension plan liabilities.

(5) The $20.1 million decrease in income tax expense as calculated in the following table is primarily due to the following:

(1) a $16.3 million decrease in the Company’s liability for audit assessments and unrecognized tax benefits;

(2) a $5.1 million decrease from adjustments to deferred tax assets;

(3) a $1.7 million decrease from differences in foreign statutory income tax rates;

and (4) a $1.7 million decrease from the impact of foreign branches.

These decreases were partially offset by a $9.8 million increase from from valuation allowance reserve and an $8.7 million increase from non-deductible impairments charges related to the European operations.

(1) a $15.5 million decrease from valuation allowance reserves;

(2) an $8.7 million decrease from non-deductible impairments charges related to the European operations in 2024;

and (3) a $3.6 million outside tax basis difference in its European operations that were sold in 2025.

These decreases were partially offset by a $5.5 million increase in the Company’s liability for audit assessments and unrecognized tax benefits and a $2.1 million increase from the impact of foreign branches.

Year Ended December 31,

1 unchanged sentence

(dollars in millions)

Loss before income taxes $ (44.5) $ (42.6) $ (1.9)

Earnings (loss) before income taxes $ 32.5 $ (44.5) $ 77.0

Normalized tax rate 25.0 % 25.0 %

Income tax benefit at normalized tax rate (11.1) (10.7) (0.4)

Income tax expense (benefit) at normalized tax rate 8.1 (11.1) 19.2

Income tax expense from the consolidated statements of operations 5.5 6.4 (0.9)

18 unchanged sentences

Total operating expenses 2,322.9 96.0 % 2,653.0 99.3 % (330.1) (12.4) %

Operating income $ 19.2 0.7 % $ 25.7 0.9 % $ (6.5) (25.3) %

Operating income $ 97.0 4.0 % $ 19.2 0.7 % $ 77.8 nm

Product sales decreased $207.9 million, or 9.9%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

(1) a $142.1 million decrease from paper sales;

(2) a $91.4 million decrease in sales in the Company’s print product lines, mainly due to decreased print volumes and a higher mix of lower unit price gravure versus offset print in our magazine and catalog print offerings;

(1) a $120.5 million decrease in paper sales, of which $52.9 million is a result of the sale of the European operations on February 28, 2025;

(2) an $83.9 million decrease in product sales, primarily from lower print product volumes, of which $62.3 million is a result of the sale of the European operations;

and (3) $3.5 million in unfavorable foreign exchange impacts.

Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, decreased $50.6 million, or 8.1%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $44.2 million decrease in marketing services and medical services and a $6.4 million decrease in logistics sales from lower print volumes.

Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, decreased $44.4 million, or 7.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $37.9 million decrease in logistics sales, of which $13.5 million is a result of the sale of the European operations, and a $6.5 million net decrease in marketing services and medical services, of which $2.1 million is a result of the sale of the European operations.

Cost of Sales

Cost of product sales decreased $172.7 million, or 9.9%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

(1) a decrease in paper costs;

(2) the impact from lower print volumes;

(1) a decrease in paper costs due to the decrease in paper sales;

(2) impacts from improved manufacturing productivity;

and (3) other cost reduction initiatives.

Cost of service sales decreased $40.7 million, or 10.3%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the impact from lower marketing services and decreased freight volumes.

Cost of service sales decreased $22.9 million, or 6.4%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the impact from decreased freight volumes and lower marketing services.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $12.3 million, or 3.6%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $10.8 million increase from unfavorable foreign exchange impacts and a $4.4 million increase in employee-related expenses, partially offset by a $4.1 million gain on the sale of an investment in 2024.

Selling, general and administrative expenses decreased $30.9 million, or 8.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to (1) $18.6 million in lower employee-related costs;

(2) a $10.7 million increase in favorable foreign exchange impacts;

and (3) savings from other cost reduction initiatives, partially offset by a $4.1 million gain on the sale of an investment in 2024 that did not reoccur in 2025.

Selling, general and administrative expenses as a percentage of net sales increased from 13.4% for the year ended December 31, 2024, to 13.5% for the year ended December 31, 2025.

Depreciation and Amortization

Depreciation and amortization decreased $26.3 million, or 20.4%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, due to a $15.9 million decrease in depreciation expense, primarily due to impacts from plant closures and from property, plant and equipment becoming fully depreciated over the past year, and a $10.4 million decrease in amortization expense, primarily from intangible assets becoming fully amortized over the past year.

Depreciation and amortization decreased $23.9 million, or 23.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, due to a $12.3 million decrease in amortization expense, primarily from intangible assets becoming fully amortized over the past year and a $11.6 million decrease in depreciation expense, primarily due to impacts from plant closures and from property, plant and equipment becoming fully depreciated over the past year.

Restructuring, Impairment and Transaction-Related Charges, Net

Restructuring, impairment and transaction-related charges, net increased $24.0 million, or 31.0%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following:

Restructuring, impairment and transaction-related charges, net decreased $79.7 million, or 78.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

Year Ended December 31,

4 unchanged sentences

7.5 74.9 (67.4)

Transaction-related charges (income) (0.6) 4.2 (4.8)

Acquisition adjustments and transaction-related charges, net (4.9) (0.6) (4.3)

Integration costs 2.9 0.4 2.5

4 unchanged sentences

(19.6) (20.5) 0.9

Loss on the sale of a business (c)

Other restructuring activities 0.4 1.0 (0.6)

Other restructuring charges (income) (3.7) 12.0 (15.7)

Other restructuring income, net (9.8) (3.7) (6.1)

Total restructuring, impairment and transaction-related charges, net $ 21.8 $ 101.5 $ (79.7)

1 unchanged sentence

(a) Includes $7.5 million and $74.9 million of impairment charges during the years ended December 31, 2025 and 2024, respectively, which consisted of the following:

(1) $57.6 million of impairment to reduce the carrying value of the European operations to its estimated fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment in 2024;

(2) $14.2 million and $17.5 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities;

(1) $57.6 million of impairment to reduce the carrying value of the majority of the European operations to fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment in 2024;

(2) $3.8 million and $14.2 million during the years ended December 31, 2025 and 2024, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities;

(3) $3.0 million for software licensing and related implementation costs from a terminated project in 2025;

and (4) $3.1 million and $3.6 million, respectively, for operating lease right-of-use assets.

(b) Includes a $20.5 million gain on the sale of the Saratoga Springs, New York facility during the year ended December 31, 2024 and a $9.2 million gain on the sale of the Merced, California facility during the year ended December 31, 2023.

(4) $0.5 million for property in 2025;

and (5) $0.2 million and $3.1 million during the years ended December 31, 2025 and 2024, respectively, for operating lease right-of-use assets.

(b) Includes the following:

(1) an $11.7 million gain on the sale of an ancillary building in Sussex, Wisconsin;

(2) a $4.3 million gain on the sale of the West Sacramento, California facility;

and (3) a $3.6 million gain on the sale of the Greenville, Michigan facility during the year ended December 31, 2025, and a $20.5 million gain on the sale of the Saratoga Springs, New York facility during the year ended December 31, 2024.

EBITDA and EBITDA Margin—Consolidated

10 unchanged sentences

EBITDA and EBITDA margin (non-GAAP) $ 161.6 6.7 % $ 122.5 4.6 %

EBITDA decreased $33.7 million for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to $24.0 million of increased restructuring, impairment and transaction-related charges, net and impacts from lower print volumes and marketing services sales, partially offset by impacts from improved manufacturing productivity and savings from other cost reduction initiatives.

A reconciliation of EBITDA to net loss for the years ended December 31, 2024 and 2023, was as follows:

EBITDA increased $39.1 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to $79.7 million of decreased restructuring, impairment and transaction-related charges and impacts from improved manufacturing productivity, partially offset by the impact of lower net sales and increased investments in innovation offerings to drive future net sales growth.

A reconciliation of EBITDA to net earnings (loss) for the years ended December 31, 2025 and 2024, was as follows:

Year Ended December 31,

(dollars in millions)

Net earnings (loss) (1)

$ 27.0 $ (50.9)

4 unchanged sentences

______________________________

(1) Net loss included the following:

(1) Net earnings (loss) included the following:

Restructuring, impairment and transaction-related charges, net of $21.8 million and $101.5 million for the years ended December 31, 2025 and 2024, respectively.

Settlement charge from defined benefit pension plan annuitization of $12.8 million for the year ended December 31, 2025.

United States Print and Related Services

8 unchanged sentences

Restructuring, impairment and transaction-related charges, net $ 25.1 $ 42.8 $ (17.7) (41.4) %

Product sales for the United States Print and Related Services segment decreased $174.7 million, or 9.0%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $100.2 million decrease from paper sales and a $74.5 million decrease in sales in the Company’s print product lines, mainly due to decreased print volumes and a higher mix of lower unit price gravure versus offset print in our magazine and catalog print offerings.

Service sales for the United States Print and Related Services segment decreased $50.1 million, or 8.3%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $44.1 million decrease in marketing services and medical services and a $6.0 million decrease in logistics sales from lower print volumes.

Product sales for the United States Print and Related Services segment decreased $86.3 million, or 4.9%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $58.0 million decrease in paper sales and a $28.3 million decrease in product sales, primarily from lower print product volumes.

Service sales for the United States Print and Related Services segment decreased $28.8 million, or 5.2%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $24.4 million decrease in logistics sales from lower print volumes and a $4.4 million decrease in marketing services and medical services.

Operating Income

Operating income for the United States Print and Related Services segment increased $18.9 million, or 16.8%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

(1) an $18.1 million decrease in depreciation and amortization expense;

(2) a $17.7 million decrease in restructuring, impairment and transaction-related charges, net;

(2) a $23.2 million decrease in depreciation and amortization expense;

(3) impacts from improved manufacturing productivity;

and (4) savings from other cost reduction initiatives;

partially offset by the impact from decreased print volumes and marketing services sales.

and (3) impacts from improved manufacturing productivity, partially offset by the impact from decreased logistics and marketing services sales and increased investments in innovation offerings to drive future net sales growth.

The operating margin for the United States Print and Related Services segment increased to 5.9% for the year ended December 31, 2025, from 4.8% for the year ended December 31, 2024, primarily due to the reasons provided above.

14 unchanged sentences

Other restructuring activities 0.2 0.2 —

Other restructuring charges (income) (4.5) 8.8 (13.3)

Other restructuring income, net (10.8) (4.5) (6.3)

Total restructuring, impairment and transaction-related charges, net $ 25.1 $ 42.8 $ (17.7)

1 unchanged sentence

(a) Includes $7.5 million and $17.1 million of impairment charges during the years ended December 31, 2025 and 2024, respectively, which consisted of the following:

(1) $14.0 million and $15.5 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction;

(1) $3.8 million and $14.0 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities;

(2) $3.0 million for software licensing and related implementation costs from a terminated project in 2025;

(3) $0.5 million for property in 2025;

and (4) $0.2 million and $3.1 million, respectively, for operating lease right-of-use assets.

(b) Includes a $20.5 million gain on the sale of the Saratoga Springs, New York facility during the year ended December 31, 2024, and a $9.2 million gain on the sale of the Merced, California facility during the year ended December 31, 2023.

(b) Includes the following:

(1) an $11.7 million gain on the sale of an ancillary building in Sussex, Wisconsin;

(2) a $4.3 million gain on the sale of the West Sacramento, California facility;

International

5 unchanged sentences

Services 2.9 18.5 (15.6) (84.3) %

Operating income (loss) (including restructuring, impairment and transaction-related charges, net) (45.7) 18.3 (64.0) nm

Operating income (loss) (including restructuring, impairment and transaction-related charges, net) 7.9 (45.7) 53.6 (117.3) %

Operating margin 3.8 % (13.3) % N/A N/A

Restructuring, impairment and transaction-related charges, net $ 61.9 $ 9.6 $ 52.3 nm

Product sales for the International segment decreased $60.2 million, or 15.7%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following:

(1) a $41.9 million decrease in paper sales;

(2) a $16.9 million decrease in print volume, primarily in Europe and Mexico;

Restructuring, impairment and transaction-related charges, net $ 3.9 $ 61.9 $ (58.0) (93.7) %

Product sales for the International segment decreased $121.6 million, or 37.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:(1) a $62.5 million decrease in paper sales, of which $52.9 million is a result of the sale of the European operations;

(2) a $55.6 million decrease in product sales, which is net of a $62.3 million decrease as a result of the sale of the European operations;

and (3) $3.5 million in unfavorable foreign exchange impacts, primarily in Mexico.

Service sales for the International segment decreased $0.5 million, or 2.6%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $0.4 million decrease in logistics sales and a $0.1 million decrease in marketing services sales.

Service sales for the International segment decreased $15.6 million, or 84.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $13.5 million decrease in logistics sales and $2.1 million decrease in marketing service sales, both as a result of the sale of the European operations.

Operating Income (Loss)

Operating income (loss) for the International segment decreased $64.0 million for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $52.3 million increase in restructuring, impairment and transaction-related charges, net and a $14.7 million decrease in operating income from decreased print product volume, primarily in Mexico, Peru and Europe, partially offset by a $3.0 million decrease in depreciation and amortization.

Operating income (loss) for the International segment increased $53.6 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $58.0 million decrease in restructuring, impairment and transaction-related charges, net and a $5.9 million decrease in depreciation and amortization;

partially offset by a $10.3 million decrease in operating income, primarily as a result of the sale of the European operations.

Restructuring, Impairment and Transaction-Related Charges, Net

Restructuring, impairment and transaction-related charges, net for the International segment increased $52.3 million, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following:

Restructuring, impairment and transaction-related charges, net for the International segment decreased $58.0 million, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

Year Ended December 31,

4 unchanged sentences

— 57.8 (57.8)

Transaction-related charges 2.6 2.7 (0.1)

Integration costs — 1.0 (1.0)

Other restructuring charges 0.8 3.4 (2.6)

Acquisition adjustments and transaction-related charges, net 2.3 2.6 (0.3)

Other restructuring charges (b)

Total restructuring, impairment and transaction-related charges, net $ 3.9 $ 61.9 $ (58.0)

______________________________

(a) Includes $57.8 million and $2.0 million of impairment charges during the years ended December 31, 2024 and 2023, respectively, which consisted of $57.6 million of impairment charges to reduce the carrying value of the European operations to its estimated fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment during 2024, and $0.2 million and $2.0 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities.

(a) Includes $57.8 million of impairment charges during the year ended December 31, 2024, which consisted of $57.6 million of impairment charges to reduce the carrying value of the majority of the European operations to fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment, and $0.2 million for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities.

(b) Includes a $0.5 million loss on the sale of the European operations during the year ended December 31, 2025.

The following table summarizes unallocated operating expenses presented as Corporate:

3 unchanged sentences

Operating expenses (including restructuring, impairment and transaction-related charges, net) $ 42.6 $ 47.9 $ (5.3) (11.1) %

Restructuring, impairment and transaction-related charges, net (3.2) 1.6 (4.8) nm

Restructuring, impairment and transaction-related charges, net (7.2) (3.2) (4.0) 125.0 %

Operating Expenses

Corporate operating expenses decreased $1.3 million, or 2.6%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $4.8 million decrease in restructuring, impairment and transaction-related charges, net, partially offset by a $4.8 million increase in employee-related costs.

Corporate operating expenses decreased $5.3 million, or 11.1%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $4.0 million increase in income from restructuring, impairment and transaction-related charges, net, and a $1.9 million decrease in employee-related costs.

Restructuring, Impairment and Transaction-Related Charges, Net

Corporate restructuring, impairment and transaction-related charges, net decreased $4.8 million, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following:

Corporate restructuring, impairment and transaction-related charges, net increased $4.0 million, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

Year Ended December 31,

1 unchanged sentence

(dollars in millions)

Employee termination charges $ — $ 0.3 $ (0.3)

Transaction-related charges (income) (a)

Acquisition adjustments and transaction-related charges, net (a)

(7.2) (3.2) (4.0)

Other restructuring charges (income) — (0.2) 0.2

Total restructuring, impairment and transaction-related charges, net $ (7.2) $ (3.2) $ (4.0)

______________________________

(a) Includes professional service fees related to business acquisitions and divestiture activities, as well as adjustments to estimated acquisition consideration in 2024.

(a) Includes adjustments to estimated acquisition consideration, partially offset by professional service fees related to business acquisition and divestiture activities.

Liquidity and Capital Resources

1 unchanged sentence

The Company had total liquidity of $379.0 million as of December 31, 2025, which consisted of up to $315.7 million of unused capacity under its revolving credit arrangement, which was net of $23.9 million of issued letters of credit, and cash and cash equivalents of $63.3 million.

This is the most restrictive liquidity measure currently applicable under the credit agreement.

Total liquidity is reduce d to $299.4 million under the Company’s most restrictive debt covenants.

There were no borrowings under the $339.6 million revolving credit facility as of December 31, 2025.

4 unchanged sentences

The decrease was primarily due to a $24.7 million decrease in cash flows provided by changes in operating assets and liabilities, partially offset by a $7.7 million increase in cash from earnings.

Net Cash Provided by (Used in) Investing Activities

Net Cash (Used in) Provided by Investing Activities

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

Net cash provided by investing activities was $12.7 million for the year ended December 31, 2024, compared to net cash used in investing activities of $46.4 million for the year ended December 31, 2023, resulting in a $59.1 million increase in cash provided by investing activities.

Net cash used in investing activities was $27.7 million for the year ended December 31, 2025, compared to net cash provided by investing activities of $12.7 million for the year ended December 31, 2024, resulting in a $40.4 million increase in cash used in investing activities.

The increase was primarily due to the following:

(1) a $22.2 million increase in proceeds from the sale of an investment;

(2) a $17.4 million increase in proceeds from the sale of property, plant and equipment;

(3) a $13.6 million decrease in purchases of property, plant and equipment;

(4) a $3.3 million decrease in cash used in other investing activities;

(5) a $1.5 million decrease in cash used in the acquisition of a business;

(6) a $0.6 million decrease in loan to an unconsolidated entity;

and (7) a $0.5 million decrease in cost investment in unconsolidated entities.

(1) a $22.2 million decrease in proceeds from the sale of an investment;

(2) a $16.3 million increase in cash used as a result of the acquisition of a business in 2025;

(3) a $12.3 million decrease in proceeds from the sale of property, plant and equipment;

(4) a $1.5 million increase in cash used in other investing activities;

and (5) a $0.1 million increase in cost investment in unconsolidated entities.

These were partially offset by a $12.0 million decrease in purchases of property, plant, and equipment.

Net Cash Used in Financing Activities

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

Net cash used in financing activities was $149.1 million for the year ended December 31, 2024, compared to $73.6 million for the year ended December 31, 2023, resulting in a $75.5 million increase in cash used in financing activities.

The increase was primarily due to the following:

(1) a $74.4 million increase in net payments of debt and lease obligations in 2024 compared to 2023;

Net cash used in financing activities was $36.1 million for the year ended December 31, 2025, compared to $149.1 million for the year ended December 31, 2024, resulting in a $113.0 million decrease in cash used in financing activities.

The decrease was primarily due to the following:

(1) a $123.0 million decrease in net payments of debt and lease obligations in 2025 compared to 2024;

(2) a $4.3 million decrease in payments of debt issuance costs and financing fees;

and (3) a $0.2 million decrease in cash used in other financing activities.

These decreases were partially offset by (1) an $8.0 million increase in purchases of treasury stock;

(2) a $5.0 million increase in payment of dividends;

(3) a $4.4 million increase in payments of debt issuance costs and financing fees;

and (3) a $1.5 million increase in equity awards redeemed to pay employees’ tax obligations.

These increases were partially offset by a $12.6 million decrease in purchases of treasury stock and a $0.4 million decrease in cash used for other financing activities.

Free Cash Flow

2 unchanged sentences

The priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items.

Free Cash Flow is a non-GAAP financial measure and should not be considered an alternative to cash flows provided by operating activities as a measure of liquidity.

Free Cash Flow is a non-GAAP financial measure and should not be considered an alternative to cash flows provided by (used in) operating activities as a measure of liquidity.

Quad’s calculation of Free Cash Flow may be different from similar calculations used by other companies, and therefore, comparability may be limited.

7 unchanged sentences

See the “Net Cash Provided by Operating Activities” section above for further explanations of the change in operating cash flows.

Debt Leverage Ratio

The Debt Leverage Ratio is defined as total debt and finance lease obligations less cash and cash equivalents (Net Debt) divided by the trailing twelve months Adjusted EBITDA, comprised of the sum of the last twelve months of EBITDA (see the definition of EBITDA and the reconciliation of net loss to EBITDA in the “Results of Operations” section above) and restructuring, impairment and transaction-related charges, net.

The Company uses the Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet.

Consistent with other liquidity metrics, the Company monitors the Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet through debt and pension liability reduction, for strategic capital allocation and deployment through investments in the business, and for returning capital to the shareholders.

The priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.

The Debt Leverage Ratio is a non-GAAP measure, and should not be considered an alternative to cash flows provided by operating activities as a measure of liquidity.

Quad’s calculation of the Debt Leverage Ratio may be different from similar calculations used by other companies and, therefore, comparability may be limited.

The Debt Leverage Ratio calculated below differs from the Total Leverage Ratio, the Total Net Leverage Ratio and Senior Secured Leverage Ratio included in the Company’s debt covenant calculations (see “Covenants and Compliance” section below for further information on debt covenants).

Net Debt Leverage Ratio

The Net Debt Leverage Ratio is defined as total debt and finance lease obligations less cash and cash equivalents (Net Debt) divided by the trailing twelve months Adjusted EBITDA, comprised of the sum of the last twelve months of EBITDA (see the definition of EBITDA and the reconciliation of net earnings (loss) to EBITDA in the “Results of Operations” section above) and restructuring, impairment and transaction-related charges, net.

The Company uses the Net Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet.

Consistent with other liquidity metrics, the Company monitors the Net Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet through debt and pension liability reduction, for strategic capital allocation and deployment through investments in the business, and for returning capital to the shareholders.

The priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Net Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.

The Net Debt Leverage Ratio is a non-GAAP measure, and should not be considered an alternative to cash flows provided by (used in) operating activities as a measure of liquidity.

Quad’s calculation of the Net Debt Leverage Ratio may be different from similar calculations used by other companies and, therefore, comparability may be limited.

The Net Debt Leverage Ratio calculated below differs from the Total Leverage Ratio, the Total Net Leverage Ratio and Senior Secured Leverage Ratio included in the Company’s debt covenant calculations (see “Covenants and Compliance” section below for further information on debt covenants).

The Total Leverage Ratio included in the Company’s debt covenants includes interest rate derivative liabilities and letters of credit as debt, and excludes non-cash stock-based compensation expense from EBITDA.

1 unchanged sentence

Similarly, the Senior Secured Leverage Ratio includes and excludes the same adjustments as the Total Leverage Ratio, in addition to netting domestic unrestricted cash with debt.

The Debt Leverage Ratio as of December 31, 2024 and 2023, was as follows:

The Net Debt Leverage Ratio as of December 31, 2025 and 2024, was as follows:

December 31, 2025 December 31, 2024

4 unchanged sentences

Adjusted EBITDA for the year ended (non-GAAP) $ 196.2 $ 224.0

Debt Leverage Ratio (non-GAAP) 1.56 x 2.01 x

Net Debt Leverage Ratio (non-GAAP) 1.57 x 1.56 x

The calculation of Adjusted EBITDA for the years ended December 31, 2025 and 2024, was as follows:

1 unchanged sentence

(dollars in millions)

Net loss $ (50.9) $ (55.4)

Net earnings (loss) $ 27.0 $ (50.9)

Interest expense 50.5 64.5

3 unchanged sentences

Restructuring, impairment and transaction-related charges, net 21.8 101.5

Settlement charge from defined benefit pension plan annuitization 12.8 —

Adjusted EBITDA (non-GAAP) $ 196.2 $ 224.0

The Debt Leverage Ratio, at December 31, 2024, decreased 0.45x to 1.56x compared to December 31, 2023, primarily due to a $119.8 million decrease in Net Debt, partially offset by a $9.7 million decrease in Adjusted EBITDA.

The Debt Leverage Ratio, at December 31, 2024, is within management’s desired target Debt Leverage Ratio range of 1.50x to 2.00x;

however, the Company will operate at times above the Debt Leverage Ratio target range depending on the timing of compelling strategic investment opportunities, as well as seasonal working capital needs.

The Net Debt Leverage Ratio, at December 31, 2025, increased 0.01x to 1.57x compared to December 31, 2024, primarily due to a $27.8 million decrease in Adjusted EBITDA, partially offset by a $42.1 million decrease in Net Debt.

The Net Debt Leverage Ratio, at December 31, 2025, is within management’s desired target Net Debt Leverage Ratio range of 1.50x to 2.00x;

however, the Company will operate at times above the Net Debt Leverage Ratio target range depending on the timing of compelling strategic investment opportunities, as well as seasonal working capital needs.

Description of Significant Outstanding Debt Obligations as of December 31, 2025

5 unchanged sentences

On April 28, 2014, the Company entered into its Senior Secured Credit Facility, which included a revolving credit facility, Term Loan A and Term Loan B (Term Loan B was retired in July 2019).

The Company completed the seventh amendment to the Senior Secured Credit Facility on January 24, 2023, which transitioned the Company’s reference rate from LIBOR to SOFR effective February 1, 2023.

The Company completed the seventh amendment to the Senior Secured Credit Facility on January 24, 2023, which transitioned the Company’s reference rate from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”) effective February 1, 2023.

The Company elected the practical expedient outlined in Accounting Standards Update (“ASU”) 2020-04 and ASU 2021-01 which allowed the Company to prospectively adjust the effective interest rate after the reference rate change.

4 unchanged sentences

The Senior Secured Credit Facility was amended to:

(1) reduce the aggregate amount of the existing revolving credit facility from $342.5 million to $324.6 million, and extend the maturity of a portion of the revolving credit facility such that $17.7 million under the revolving credit facility will be due on the existing maturity date of November 2, 2026 (the “Existing Maturity Date”) and $306.9 million under the revolving credit facility with be due on October 18, 2029 (the “Extended Maturity Date);

(1) reduce the aggregate amount of the existing revolving credit facility from $342.5 million to $324.6 million, and extend the maturity of a portion of the revolving credit facility such that $17.7 million of borrowing capacity under the revolving credit facility would be available until the existing maturity date of November 2, 2026 (the “Existing Maturity Date”) and $306.9 million under the revolving credit facility would be available until October 18, 2029 (the “Extended Maturity Date);

(2) extend the maturity of a portion of the existing Term Loan A such that $8.7 million of such term loan facility will be due on the Existing Maturity Date and $193.2 million will be due on the Extended Maturity Date;

1 unchanged sentence

and (4) modify certain financial and operational covenants retroactive to September 30, 2024, including the Senior Secured Leverage Ratio (net indebtedness to consolidated EBITDA) shall not exceed 3.00 to 1.00 for any fiscal quarter ending on or after September 30, 2024, as well as the Total Leverage Ratio (consolidated total indebtedness to consolidated EBITDA) shall not exceed 3.50 to 1.00 for any fiscal quarter ending on or after September 30, 2024.

Borrowings under the revolving credit facility and Term Loan A made under the Senior Secured Credit Facility bear interest at 3.00% in excess of reserve adjusted SOFR, or 2.00% in excess of an alternate base rate with a SOFR floor of 0.75% for the extended tranche and bear interest at 2.50% in excess of reserve adjusted SOFR, or 1.50% in excess of an alternate base rate with a SOFR floor of 0.75% for the non-extending tranche.

At December 31, 2024, the Company had no ou tstanding borrowings on the revolving credit facility, and had $25.7 million of issue d letters of credit, leaving up t o $298.9 million available for future borrowings.

This is the most restrictive liquidity measure currently applicable under the credit agreement.

The Company completed the tenth amendment to its Senior Secured Credit Facility on August 20, 2025, which increased the Term Loan A aggregate outstanding principal by $20.0 million to $370.7 million, and increased its revolving credit availability by $15.0 million to $339.6 million.

As of December 31, 2025, the Term Loan A aggregate outstanding principal was reduced to $357.7 million from a $13.0 million repayment on maturity.

Borrowings under the revolving credit facility and Term Loan A made under the Senior Secured Credit Facility bear interest at 3.00% in excess of reserve adjusted SOFR, or 2.00% in excess of an alternate base rate with a SOFR floor of 0.75% for the tranche available through the Extended Maturity Date and bear interest at 2.50% in excess of reserve adjusted SOFR, or 1.50% in excess of an alternate base rate with a SOFR floor of 0.75% for the tranche available through the Existing Maturity Date.

At December 31, 2025, the Company had no ou tstanding borrowings on the revolving credit facility, and had $23.9 million of issue d letters of credit, leaving up t o $315.7 million of unused capacity.

Total liquidity is reduce d to $299.4 million under the Company’s most restrictive debt covenants.

The Senior Secured Credit Facility is secured by substantially all of the unencumbered assets of the Company.

3 unchanged sentences

On November 25, 2024, the Company used liquidity available under its revolving credit facility and available cash on hand to fund the repayment of the total outstanding aggregate principal balance of $1.5 million, thus terminating the Master Note and Security Agreement.

The notes were collateralized by certain United States press equipment under the terms of the Master Note and Security Agreement.

Covenants and Compliance

16 unchanged sentences

If the Total Leverage Ratio is less than 2.50 to 1.00, there are no such restrictions.

As the Company’s Total Leverage Ratio as of December 31, 2024, was 1.68 to 1.00, the limitations described above are not applicable at this time.

As the Company’s Total Leverage Ratio as of December 31, 2025, was 1.84 to 1.00, the limitations described above are not currently applicable.

• If the Company’s Senior Secured Leverage Ratio is greater than 3.00 to 1.00 or the Company’s Total Net Leverage Ratio which, on a rolling twelve-month basis, is defined as consolidated net indebtedness to consolidated EBITDA, is greater than 3.50 to 1.00, the Company is prohibited from voluntarily prepaying any unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on any unsecured or subordinated debt).

If the Senior Secured Leverage Ratio is less than 3.00 to 1.00 and the Total Net Leverage Ratio is less than 3.50 to 1.00, there are no such restrictions.

The limitations described above are currently not applicable, as the Company’s Senior Secured Leverage Ratio wa s 1.57 to 1.00 and Total Net Leverage Ratio wa s 1.57 to 1.00, as of December 31, 2024 .

The limitations described above are not currently applicable, as the Company’s Senior Secured Leverage Ratio wa s 1.55 to 1.00 and Total Net Leverage Ratio wa s 1.55 to 1.00, as of December 31, 2025 .

Net Pension Obligations

During 2025, the Company entered into a group annuity contract with Fidelity & Guaranty Life Insurance Company and Fidelity & Guaranty Life Insurance Company of New York (collectively “F&G”) to de-risk the defined benefit pension plan by transferring a portion of its defined benefit obligations.

As a result, we settled $98.1 million of projected benefit obligations with $96.8 million in distributions from plan assets, primarily due to the annuitization with F&G.

In connection with this settlement, the Company recognized a non-cash settlement charge from the annuitization of $12.8 million in accordance with ASC 715 — Compensation — Retirement Benefits.

The net underfunded pension and MEPPs obligations decreased by $13.7 million during the year ended December 31, 2025, from $55.6 million at December 31, 2024, to $41.9 million at December 31, 2025.

This decrease was primarily due to a $11.5 million decrease in the underfunded defined benefit plan obligations during the year ended December 31, 2025.

This $5.3 million decrease in the underfunded status was primarily due to a decrease in overall pension obligations of $30.1 million from $32.5 million in benefits paid and $14.0 million from an actuarial gain, offset by a $16.4 million increase in interest cost due to a 44 basis point increase in the pension discount rate from 5.11% at December 31, 2023, to 5.55% at December 31, 2024.

The decrease in pension obligations was partially offset by an overall decrease of $24.8 million in pension plan assets from $32.5 million in benefits paid, offset by an actual gain on pension plan assets of $5.6 million, or 2.99%, during the year ended December 31, 2024, which was below the expected long-term return on plan assets assumption of 6.30%, and employer contributions of $2.1 million.

This $11.5 million decrease in the underfunded status was primarily due to a decrease in overall pension obligations of $110.4 million from a $98.1 million reduction in benefit obligations from the pension plan settlement, $25.5 million in benefits paid and $1.6 million from an actuarial gain, offset by a $14.8 million increase in interest cost due to a 39 basis point decrease in the pension discount rate from 5.55% at December 31, 2024, to 5.16% at December 31, 2025.

The decrease in pension obligations was partially offset by an overall decrease of $98.9 million in pension plan assets from the $96.8 million asset distribution for the pension plan settlement, and $25.5 million in benefits paid, offset by an actual gain on pension plan assets of $23.1 million, or 9.84%, during the year ended December 31, 2025, which was above the expected long-term return on plan assets assumption of 5.75%, and employer contributions of $0.3 million.

There was a $2.2 million decrease in MEPPs obligations, primarily due to payments totaling $3.9 million made to the MEPPs during the year ended December 31, 2025.

31 unchanged sentences

• Other Services

For Pre-Press and Other Services, the Company recognizes revenue at point-in-time upon completion of the performed service and acceptance by the customer.

For Pre-Press and Other Services, the Company recognizes revenue at a point-in-time upon completion of the performed service and acceptance by the customer.

The Company considers transfer of control to occur once the service is performed as the Company has right to payment and the customer has legal title and risk and reward of ownership.

The Company recognizes its Print revenues upon transfer of title and the passage of risk of loss, which is point-in-time upon shipment to the customer, and when there is a reasonable assurance as to collectability.

The Company recognizes its Print revenues upon transfer of title and the passage of risk of loss, which is point-in-time upon shipment, and when there is a reasonable assurance as to collectability.

Revenues related to the Company’s logistics operations, which includes the delivery of printed material, are included in the Print performance obligation and are also recognized at point-in-time as services are completed.

25 unchanged sentences

The Company’s most significant long-lived assets are property, plant and equipment, right-of-use assets and customer relationship intangible assets recorded in conjunction with an acquisition.

Assessing the impairment of long-lived assets requires the Company to make important estimates and assumptions, including, but not limited to, the expected future cash flows that the assets

will generate, how the assets will be used based on the strategic direction of the Company, their remaining useful life and their residual value, if any.

Assessing the impairment of long-lived assets requires the Company to make important estimates and assumptions, including, but not limited to, the expected future cash flows that the assets will generate, how the assets will be used based on the strategic direction of the Company, their remaining useful life and their residual value, if any.

Considerable judgment is also applied in incorporating the potential impact of the current economic climate on customer demand and selling prices, the cost of production and the limited activity on secondary markets for the assets and on the cost of capital.

8 unchanged sentences

The fair value less cost to sell of long-lived assets held for sale is assessed at each reporting period until it no longer meets this classification.

Based on the assessments completed during the years ended December 31, 2024, and 2023, the Company recognized property, plant and equipment and operating lease right-of-use assets impairment charges of $33.3 million and $21.1 million, respectively, primarily related to the reduction of the carrying value of the European operations to its estimated fair value due to the held for sale determination, facility consolidations and other capacity reduction.

Based on the assessments completed during the years ended December 31, 2025, and 2024, the Company recognized property, plant and equipment and operating lease right-of-use assets impairment charges of $7.5 million and $33.3 million, respectively, primarily related to the reduction of the carrying value of the majority of the European operations to fair value due to the held for sale determination in 2024, facility consolidations and other capacity reduction.

There were no finite-lived intangible asset impairment charges recorded during the years ended December 31, 2025 and 2024.

12 unchanged sentences

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 7. Management’s Discussion and Analysis