What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-21 · 322 added, 246 removed, 1326 unchanged (30% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Quad/Graphics, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S.

21 unchanged sentences

The accrued liabilities for workers’ claims are based upon an actuarial analysis performed annually by actuarial specialists as of October 31 and are adjusted by the actuarially determined losses and actual claims payments to update through year end.

Auditing management’s estimate of the IBNR was especially challenging due to the various assumptions and the complexity of the actuarial analysis.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the measurement of accrued liabilities for workers’ compensation claims process, which included, among others, management’s review and approval of the actuarial analysis and related year-end update, management’s validation of data inputs as well as their review and approval of assumptions used in the analysis.

To test the measurement of accrued liabilities for workers’ compensation claims, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above, as well as testing the completeness and accuracy of the underlying data used by the Company in its analysis.

Auditing management’s estimate of the IBNR was especially challenging due to the complexity of the actuarial analysis.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the measurement of accrued liabilities for workers’ compensation claims process, which included, among others, management’s review of the actuarial analysis and related year-end update, management’s validation of data inputs as well as their review of assumptions used in the analysis.

To test the measurement of accrued liabilities for workers’ compensation claims, we performed audit procedures that included, among others, testing historical data and significant assumptions discussed above, as well as testing the completeness and accuracy of the underlying data used by the Company in its analysis.

We also involved our actuarial professionals with specialized skills and knowledge, who assisted in:

(1) assessing the actuarial models and procedures used by the Company by comparing them to generally accepted actuarial methods and procedures to estimate the ultimate losses, (2) evaluating the Company’s key assumptions and judgments underlying the Company’s estimate by developing an independent range of the IBNR and comparing it against the Company’s recorded amount and (3) evaluating the qualifications of the external actuarial specialists.

(1) assessing the actuarial models and procedures used by the Company by comparing them to generally accepted actuarial methods and procedures to estimate the ultimate losses, (2) evaluating the Company’s key assumptions underlying the Company’s estimate by developing an independent range of the IBNR and comparing it against the Company’s recorded amount and (3) evaluating the qualifications of the external actuarial specialists.

/s/ Ernst & Young LLP

8 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and our report dated February 20, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and our report dated February 18, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

35 unchanged sentences

Interest expense 50.5 64.5

Net pension income ( 0.8 ) ( 1.7 )

Loss before income taxes ( 44.5 ) ( 42.6 )

Net pension expense (income) 14.0 ( 0.8 )

Earnings (loss) before income taxes 32.5 ( 44.5 )

Income tax expense 5.5 6.4

Net loss $ ( 50.9 ) $ ( 55.4 )

Loss per share

Basic and Diluted $ ( 1.07 ) $ ( 1.14 )

Net earnings (loss) $ 27.0 $ ( 50.9 )

Earnings (loss) per share

Basic $ 0.57 $ ( 1.07 )

Diluted $ 0.54 $ ( 1.07 )

Weighted average number of common shares outstanding

Basic and Diluted 47.6 48.4

Basic 47.6 47.6

Diluted 49.9 47.6

See accompanying Notes to Consolidated Financial Statements.

QUAD/GRAPHICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

Year Ended December 31,

Net loss $ ( 50.9 ) $ ( 55.4 )

Net earnings (loss) $ 27.0 $ ( 50.9 )

Other comprehensive income (loss)

4 unchanged sentences

Interest rate derivative adjustments ( 0.4 ) 0.1

Net gain (loss) arising from pension benefit plans during period 2.3 ( 5.4 )

Pension benefit plan adjustments

Net gain arising from pension benefit plans during period 12.5 2.3

Settlement charge from defined benefit plan annuitization included in net earnings 12.8 —

Total pension benefit plan adjustments 25.3 2.3

Other comprehensive income (loss), before tax 75.3 ( 13.1 )

1 unchanged sentence

Other comprehensive income (loss), net of tax 71.7 ( 13.6 )

Total comprehensive loss $ ( 64.5 ) $ ( 44.7 )

Total comprehensive income (loss) $ 98.7 $ ( 64.5 )

See accompanying Notes to Consolidated Financial Statements.

36 unchanged sentences

80.0 million shares;

13.3 million shares at December 31, 2024, and 13.6 million shares at December 31, 2023

13.3 million shares at December 31, 2025 and 2024

Common stock, Class C, $ 0.025 par value;

14 unchanged sentences

OPERATING ACTIVITIES

Net loss $ ( 50.9 ) $ ( 55.4 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net earnings (loss) $ 27.0 $ ( 50.9 )

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization 78.6 102.5

Impairment charges 7.5 74.9

Settlement charge from defined benefit pension plan annuitization 12.8 —

Amortization of debt issuance costs and original issue discount 1.6 1.6

2 unchanged sentences

Gains on the sale or disposal of property, plant and equipment, net ( 20.7 ) ( 22.5 )

Loss on the sale of a business 0.5 —

Deferred income taxes 0.6 ( 2.0 )

11 unchanged sentences

Proceeds from the sale of an investment — 22.2

Loan to an unconsolidated entity — ( 0.6 )

Acquisition of a business ( 16.3 ) —

Other investing activities ( 2.7 ) ( 1.2 )

Net cash provided by (used in) investing activities 12.7 ( 46.4 )

Net cash (used in) provided by investing activities ( 27.7 ) 12.7

FINANCING ACTIVITIES

11 unchanged sentences

Effect of exchange rates on cash and cash equivalents 0.3 ( 0.2 )

Net increase (decrease) in cash and cash equivalents, including cash classified as held for sale 32.4 ( 23.7 )

net decrease in cash classified as held for sale ( 1.7 ) —

Net increase (decrease) in cash and cash equivalents 34.1 ( 23.7 )

17 unchanged sentences

Interest rate derivatives adjustments, net of tax — — — — — — 0.1 0.1

Cash dividends declared ($ 0.20 per share)

— — — — — ( 10.3 ) — ( 10.3 )

Stock-based compensation — — 7.3 — — — — 7.3

Purchases of treasury stock — — — ( 2.9 ) ( 12.6 ) — — ( 12.6 )

Conversion of class B shares ( 0.3 ) — ( 1.3 ) 0.3 1.3 — — —

Issuance of share-based awards, net of other activity — — ( 5.9 ) 1.4 5.9 — — —

1 unchanged sentence

Balance at December 31, 2024 56.3 $ 1.4 $ 842.8 ( 4.2 ) $ ( 28.0 ) $ ( 635.1 ) $ ( 131.2 ) $ 49.9

Net loss — — — — — ( 50.9 ) — ( 50.9 )

Net earnings — — — — — 27.0 — 27.0

Foreign currency translation adjustments — — — — — — 50.4 50.4

5 unchanged sentences

Stock-based compensation — — 6.6 — — — — 6.6

Conversion of class B shares ( 0.3 ) — ( 1.3 ) 0.3 1.3 — — —

Purchases of treasury stock — — — ( 1.5 ) ( 8.0 ) — — ( 8.0 )

Issuance of share-based awards, net of other activity — — ( 3.2 ) 0.8 3.3 — — 0.1

14 unchanged sentences

The results of operations and accounts of businesses acquired are included in the consolidated financial statements from the dates of acquisition.

For businesses divestitures, the results of operations are included in the consolidated financial statements until the date of disposition.

Investments in entities where the Company does not exert significant influence or control and has an ownership interest of less than 20 % are accounted for using the cost method of accounting.

3 unchanged sentences

Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of accumulated other comprehensive income (loss) on the consolidated statements of shareholders’ equity, while transaction gains and losses are recorded in selling, general and administrative expenses on the consolidated statements of operations.

Foreign exchange transactions resulted in losses of $ 6.4 million during the year ended December 31, 2024 and gains of $ 4.4 million during the year ended December 31, 2023.

Foreign exchange transactions resulted in gains of $ 4.3 million during the year ended December 31, 2025 and losses of $ 6.4 million during the year ended December 31, 2024.

Use of Estimates —The preparation of consolidated financial statements requires the use of management’s estimates and assumptions that affect the reported assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

1 unchanged sentence

Estimates are used when accounting for items and matters including, but not limited to:

allowances for doubtful accounts, inventory obsolescence, asset valuations and useful lives, pension benefits, self-insurance reserves, stock-based compensation, taxes, restructuring and other provisions and contingencies.

allowances for doubtful accounts, inventory obsolescence, asset valuations and useful lives, pension benefits, self-insurance reserves, including workers’ compensation, stock-based compensation, taxes, restructuring and other provisions and contingencies.

Revenue Recognition —The Company recognizes its products and services revenue based on when the transfer of control passes to the customer or when the service is completed and accepted by the customer.

68 unchanged sentences

The Company establishes reserves for unresolved claims and for an estimate of incurred but not reported (“IBNR”) claims.

The IBNR calculation utilizes a variety of assumptions, including but not limited to selected loss development factors, loss trend rates, increased limit factors and loss rates.

These reserves and estimates of IBNR claims are based upon an actuarial study, which is performed annually as of October 31st and is adjusted by the actuarially determined losses and actual claims payments for November and December.

53 unchanged sentences

Non-cash operating lease additions 12.6 11.2

Acquisition of a business:

Acquisitions of businesses:

Fair value of assets acquired 19.7 1.1

31 unchanged sentences

The products offering is predominantly comprised of the Company’s print operations which includes retail inserts, publications, catalogs, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement.

The Company considers its logistic operations as services, which include the delivery of printed material.

The Company considers its logistics operations as services, which include the delivery of printed material.

The services offering also includes revenues related to the Company’s marketing services operations, which include data and analytics, technology solutions, media services, creative and content solutions, managed services and execution in non-print channels (e.g., digital and broadcast), as well as medical services.

5 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, and when there is a reasonable assurance as to collectability.

55 unchanged sentences

Impairment charges 7.5 74.9

Transaction-related charges (income) ( 0.6 ) 4.2

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

Integration costs 2.9 0.4

Other restructuring charges (income) ( 3.7 ) 12.0

Other restructuring income, net ( 9.8 ) ( 3.7 )

Total $ 21.8 $ 101.5

9 unchanged sentences

(In millions, except share and per share data and unless otherwise indicated)

• Other restructuring charges (income) are presented net of the gain on the sale of the Saratoga Springs, New York facility during the year ended December 31, 2024 and net of the gain on the sale of the Merced, California facility during the year ended December 31, 2023.

The components of other restructuring charges (income) consisted of the following during the years ended December 31, 2024 and 2023:

• Other restructuring income, net is presented net of the gain on the sale of an ancillary building in Sussex, Wisconsin, the gain on the sale of the Greenville, Michigan facility, and the gain on the sale of the West Sacramento, California facility during the year ended December 31, 2025, and net of the gain on the sale of the Saratoga Springs, New York facility during the year ended December 31, 2024.

The components of other restructuring income, net consisted of the following during the years ended December 31, 2025 and 2024:

Year Ended December 31,

2 unchanged sentences

Gains on the sale of facilities ( 19.6 ) ( 20.5 )

Loss on the sale of a business 0.5 —

Other restructuring activities 0.4 1.0

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

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

The restructuring charges recorded were based on plans that have been committed to by management and were, in part, based upon management’s best estimates of future events.

2 unchanged sentences

Impairment Charges

The Company recognized impairment charges of $ 74.9 million during the year ended December 31, 2024, which consisted of $ 57.6 million 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, $ 14.2 million for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities, and $ 3.1 million for operating lease right-of-use assets.

The Company recognized impairment charges of $ 7.5 million during the year ended December 31, 2025, which consisted of $ 4.3 million for certain property, plant and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities, $ 3.0 million for software licensing and related implementation costs from a terminated project, and $ 0.2 million for operating lease right-of-use assets.

The Company recognized impairment charges of $ 74.9 million during the year ended December 31, 2024, which consisted of $ 57.6 million 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, $ 14.2 million for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities, and $ 3.1 million for operating lease right-of-use assets.

For more information on the European operations assets classified as held for sale, refer to Note 21, “Assets Held for Sale.”

The Company recognized impairment charges of $ 25.2 million during the year ended December 31, 2023, which consisted of $ 17.5 million for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities, $ 4.1 million for software licensing and related implementation costs from a terminated project and $ 3.6 million for operating lease right-of-use assets.

The fair values of the impaired assets were determined by the Company to be Level 3 under the fair value hierarchy (see Note 13, “Financial Instruments and Fair Value Measurements,” for the definition of Level 3 inputs) and were estimated based on broker quotes, internal expertise related to current marketplace conditions, estimated future discounted cash flows and active negotiations with third-parties.

1 unchanged sentence

If estimated fair values subsequently decline, the carrying values of the assets are adjusted accordingly.

Transaction-Related Charges (Income)

The Company incurs transaction-related charges primarily consisting of professional service fees related to business acquisition and divestiture activities, as well as adjustments to estimated acquisition consideration.

Transaction-related income of $ 0.6 million and transaction-related charges of $ 4.2 million were recorded during the years ended December 31, 2024 and 2023, respectively.

Acquisition Adjustments and Transaction-Related Charges, Net

The Company incurs acquisition adjustments and transaction-related charges, net primarily consisting of adjustments to estimated acquisition consideration, partially offset by professional service fees related to business acquisition and divestiture activities.

Acquisition adjustments and transaction-related charges, net of $ 4.9 million and $ 0.6 million were recorded during the years ended December 31, 2025 and 2024, respectively.

QUAD/GRAPHICS, INC.

18 unchanged sentences

The Company’s restructuring reserves at December 31, 2025, included a short-term and a long-term component.

The short-term portion included $ 53.9 million in other current liabilities (see Note 8, “Other Current and Long-Term Liabilities” and Note 22, “Assets Held for Sale”) and $ 1.5 million in accounts payable in the consolidated balance sheets as the Company expects these reserves to be settled within the next twelve months.

The short-term portion included $ 18.0 million in other current liabilities (see Note 8, “Other Current and Long-Term Liabilities”) and $ 0.8 million in accounts payable in the consolidated balance sheets as the Company expects these reserves to be settled within the next twelve months.

The long-term portion of $ 7.5 million was included in other long-term liabilities (see Note 8, “Other Current and Long-Term Liabilities”) in the consolidated balance sheets.

21 unchanged sentences

Balance at January 1, 2024 $ 103.0 $ — $ 103.0

DART acquisition 16.6 — 16.6

Balance at December 31, 2023 $ 103.0 $ — $ 103.0

DART acquisition adjustments ( 2.7 ) — ( 2.7 )

Balance at December 31, 2024 $ 100.3 $ — $ 100.3

Enru co-mail assets acquisition 7.3 — 7.3

Balance at December 31, 2025 $ 107.6 $ — $ 107.6

In April 2025, the Company acquired the co-mailing assets of Enru, a third party co-mail and logistics solutions provider.

The acquisition complements and strengthens the Company’s existing co-mail platform.

As of December 31, 2025, the final purchase price included $ 7.3 million of goodwill.

In December 2023, the Company completed the acquisition of DART Innovation, an in-store digital media solutions provider.

The acquisition expanded and integrated into the Company’s suite of products and services, enabling brands and marketers to more effectively reach consumers.

As of December 31, 2023, the preliminary purchase price included $ 16.6 million of goodwill.

During 2024, the final valuation of the net assets acquired in the acquisition was finalized and a $ 2.7 million reduction to goodwill was recorded.

The final purchase price included $ 13.9 million of goodwill.

QUAD/GRAPHICS, INC.

19 unchanged sentences

Amortization Expense

2030 and Thereafter 2.1

Prior to granting credit, the Company evaluates each client in an underwriting process, taking into consideration the prospective client’s financial condition, past payment experience, credit bureau information and other financial and qualitative factors that may affect the client’s ability to pay.

38 unchanged sentences

(In millions, except share and per share data and unless otherwise indicated)

The Company recorded impairment charges of $ 30.2 million and $ 17.5 million during the years ended December 31, 2024 and 2023, respectively, to reduce the carrying amounts of certain property, plant and equipment no longer utilized in production, or due to other capacity reduction, to fair value, including $ 16.0 million related to the expected sale of the European operations to reduce the carrying value to its estimated fair value during the year ended December 31, 2024 (see Note 3, “Restructuring, Impairment and Transaction-Related Charges, Net,” and Note 22, “Assets Held for Sale,” for further discussion on impairment charges).

The Company recorded impairment charges of $ 7.3 million and $ 30.2 million during the years ended December 31, 2025 and 2024, respectively, to reduce the carrying amounts of certain property, plant and equipment no longer utilized in production, or due to other capacity reduction, to fair value, including $ 3.0 million for software licensing and related implementation costs from a terminated project in 2025, and $ 16.0 million related to the sale of the European operations to reduce the carrying value to fair value in 2024 (see Note 3, “Restructuring, Impairment and Transaction-Related Charges, Net,” and Note 21, “Assets Held for Sale,” for further discussion on impairment charges).

The Company recognized depreciation expense of $ 73.4 million and $ 85.0 million for the years ended December 31, 2025 and 2024, respectively.

12 unchanged sentences

Restructuring liabilities 18.0 7.5 25.5 53.9 6.7 60.6

Contingent consideration - acquisitions 2.2 13.4 15.6 — 12.2 12.2

Interest and rent liabilities 1.1 — 1.1 0.6 — 0.6

7 unchanged sentences

(2) For more information on the liabilities classified as held for sale, refer to Note 21, “Assets Held for Sale.”

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Commitments and Contingencies

2 unchanged sentences

The liabilities, if any, which ultimately result from such lawsuits are not expected by management to have a material impact on the consolidated financial statements of the Company.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Environmental Reserves

10 unchanged sentences

Press Financing Arrangements 8.25 % 18.3 23.6

Master note and security agreement 8.17 % — 2.5

International term loans 9.50 % — 0.4

7 unchanged sentences

For more information on the European operations liabilities classified as held for sale, refer to Note 21, “Assets Held for Sale.”

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Description of Debt Obligations

1 unchanged sentence

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 ASU 2020-04 and ASU 2021-01 which allowed the Company to prospectively adjust the effective interest rate after the reference rate change.

The transition from LIBOR to SOFR did not have a material impact on the condensed consolidated financial statements.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The Company completed the eighth amendment to the Senior Secured Credit Facility on January 4, 2024, which added an additional $ 25.0 million principal value to the Term Loan A (under the Extended Maturity Date).

3 unchanged sentences

The Senior Secured Credit Facility was amended to:

(a) 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 will be due on October 18, 2029 (the “Extended Maturity Date”);

(a) 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”);

(b) 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 (d) modify certain financial and operational covenants, 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 outstanding borrowings on the revolving credit facility, and had $ 25.7 million of issued letters of credit, leaving up to $ 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 outstanding borrowings on the revolving credit facility, and had $ 23.9 million of issued letters of credit, leaving up to $ 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.

The Senior Secured Credit Facility also requires the Company to provide additional collateral to the lend ers in certain limited circumstances.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Press Financing Arrangements

6 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.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

International Debt Obligations

The Company had one fixed rate, Euro denominated, international term loan for purposes of financing certain capital expenditures and general business needs.

The international term loan in the amount of $ 12.8 million was entered into on December 21, 2018, at a 1.96 % interest rate, with a term of five years , and matured on December 31, 2023.

In addition, as of December 31, 2024 , there is $ 0.4 million outstanding on a term loan in Peru.

The Company has one multicurrency international revolving credit facility that is used for financing working capital and general business needs for the Company’s European operations.

As of December 31, 2024, there was a $ 0.4 million outstanding on a term loan in Peru.

As of December 31, 2025, there were no international debt obligations.

The Company had one multicurrency international revolving credit facility that was used for financing working capital and general business needs for the Company’s European operations.

The Company had $ 3.7 million of borrowings outstanding at a weighted average interest rate of 6.36 % on the international revolving credit facility as of December 31, 2024, leaving $ 16.1 million available for future borrowing.

The multicurrency international revolving credit facility is classified as held for sale and included in other current liabilities on the Company’s consolidated balance sheet as of December 31, 2024.

For more information on the European operations liabilities classified as held for sale, refer to Note 22, “Assets Held for Sale.” The terms of the international revolving credit facility include certain financial covenants, a guarantee of the international revolving credit facility by the Company and a security agreement that includes collateralizing substantially all of the Quad Europe Sp.

The multicurrency international revolving credit facility will expire on February 28, 2025, and bears interest at the aggregate of WIBOR plus 1.40 % for any Polish Zloty denominated borrowings or the aggregate of EURIBOR plus 1.45 % for any Euro denominated borrowings.

The multicurrency international revolving credit facility was classified as held for sale and included in other current liabilities on the Company’s consolidated balance sheet as of December 31, 2024.

For more information on the European operations liabilities classified as held for sale, refer to Note 21, “Assets Held for Sale.” The terms of the international revolving credit facility included certain financial covenants, a guarantee of the international revolving credit facility by the Company and a security agreement that includes collateralizing substantially all of the Quad Europe Sp.

The multicurrency international revolving credit facility expired on February 28, 2025, and bore interest at the aggregate of WIBOR plus 1.40 % for any Polish Zloty denominated borrowings or the aggregate of EURIBOR plus 1.45 % for any Euro denominated borrowings.

The Company held a second multicurrency international revolving credit facility until its expiration on October 31, 2024.

Fair Value of Debt

Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company’s total debt was approximately $ 0.4 billion and $ 0.5 billion at December 31, 2024 and 2023, respectively.

The fair value determination of the Company’s total debt was categorized as Level 2 in the fair value hierarchy (see Note 13, “Financial Instruments and Fair Value Measurements,” for the definition of Level 2 inputs).

As of December 31, 2025, approximately $ 0.9 billion of the Company’ s assets were pledged as security under various loans and other agreements.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Debt Issuance Costs

4 unchanged sentences

Balance at January 1, 2024 $ 4.9

Debt issuance costs from October 18, 2024 debt financing arrangement 4.4

Amortization expense ( 1.6 )

Balance at December 31, 2024 7.7

Debt issuance costs from October 18, 2024 debt financing arrangement 4.4

Amortization expense ( 1.6 )

Balance at December 31, 2025 $ 6.1

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Covenants and Compliance

8 unchanged sentences

On a rolling twelve-month basis, the Interest Coverage Ratio, defined as consolidated EBITDA to cash consolidated interest expense, shall not be less than 3.00 to 1.00 (for the twelve months ended December 31, 2025, the Company’s Interest Coverage Ratio was 4.75 to 1.00).

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

In addition to those covenants, the Senior Secured Credit Facility also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock.

2 unchanged sentences

If the T otal 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).

1 unchanged sentence

The limitations described above are currently not 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 .

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Estimated Principal Payments

2 unchanged sentences

Total $ 376.0

______________________________

(1) Excludes $ 3.7 million of principal payments due on the international revolving credit facility that was classified as held for sale as of December 31, 2024.

For more information on the European operations liabilities classified as held for sale, refer to Note 22, “Assets Held for Sale.”

The Company determines if an arrangement is or contains a lease at contract inception.

1 unchanged sentence

For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date, and is subsequently measured at amortized cost using the effective interest method.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Key estimates and judgments include how the Company determines the discount rate, lease term and lease payments.

6 unchanged sentences

The Company’s leases do not contain variable lease payments.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

10 unchanged sentences

Therefore, the Company recognizes the lease payments associated with these short-term leases as an expense over the lease term in the consolidated statement of operations.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Practical Expedients

8 unchanged sentences

Real estate leases are accounted for separately while all other leases, primarily equipment leases, with separate lease and non-lease components are accounted for as a single lease component.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Leases Financial Information

2 unchanged sentences

In general, the Company has determined these options were not reasonably certain to be exercised, and therefore are not included in the determination of the lease term.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The following summarizes certain lease information for the years ended December 31, 2025 and 2024:

Year Ended Year Ended

December 31, 2024 December 31, 2023

Year Ended December 31,

Lease cost (1)

20 unchanged sentences

For more information on the assets and liabilities classified as held for sale, refer to Note 21, “Assets Held for Sale.”

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The components of finance lease assets at December 31, 2025 and 2024, were as follows:

6 unchanged sentences

These balances are excluded from the table above.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Future maturities of lease liabilities at December 31, 2025, were as follows:

3 unchanged sentences

2028 15.3 0.2

2028 13.0 0.3

2031 and thereafter 4.0 —

4 unchanged sentences

Long-term lease liability $ 49.8 $ 0.8

______________________________

(1) Current portion of finance lease obligations totaling $ 1.3 million and current portion of operating lease obligations totaling $ 0.8 million are classified as held for sale and are included in other current liabilities within the Company’s consolidated balance sheet as of December 31, 2024.

Finance lease obligations totaling $ 3.0 million and operating lease obligations totaling $ 0.8 million are classified as held for sale and are included in other long-term liabilities within the Company’s consolidated balance sheet as of December 31, 2024.

Refer to Note 22, “Assets Held for Sale,” for further information on the lease liabilities classified as held for sale.

These balances are excluded from the table above.

Income taxes have been based on the following components of loss before income taxes for the years ended December 31, 2024 and 2023:

Income taxes have been based on the following components of earnings (loss) before income taxes for the years ended December 31, 2025 and 2024:

United States $ 7.8 $ ( 8.6 )

1 unchanged sentence

Total $ 32.5 $ ( 44.5 )

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The components of income tax expense for the years ended December 31, 2025, and 2024, were as follows:

6 unchanged sentences

Total income tax expense $ 5.5 $ 6.4

The following table outlines the reconciliation of differences between the Federal statutory tax rate and the Company’s income tax expense for the years ended December 31, 2024 and 2023:

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The Company adopted Accounting Standards Update 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” during the year ended December 31, 2025 on a prospective basis.

ASU 2023-09 amends ASC 740, Income Taxes, to expand income tax disclosures and requires that the Company disclose:

(i) the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

and (v) the amount of income taxes paid by jurisdiction.

Adoption of the ASU did not affect the Company’s consolidated financial position, results of operations, or cash flows, but it resulted in expanded income tax disclosures included herein for the year ended December 31, 2025.

The following table below provides the updated requirements of ASU 2023-09 and outlines the reconciliation of differences between the Federal statutory tax rate and the Company’s income tax expense for the year ended December 31, 2025:

United States statutory tax rate $ 6.8 21.0 %

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Foreign rate differential 1.6 5.1 %

Deferred tax liability for unremitted earnings 1.4 4.4 %

Adjustment to valuation allowances (2)

( 1.1 ) ( 3.2 ) %

Other 0.7 2.1 %

Other foreign jurisdictions 0.4 1.3 %

Tax credits ( 0.8 ) ( 2.6 ) %

Adjustment to valuation allowances (3)

( 2.8 ) ( 8.8 ) %

Nontaxable or nondeductible items

Stock sale of foreign subsidiary ( 3.6 ) ( 11.2 ) %

Executive compensation limitation 2.3 7.0 %

Nondeductible bad debt 1.2 3.6 %

Changes in unrecognized tax benefits ( 0.3 ) ( 1.0 ) %

Other adjustments

Adjustment of deferred tax liabilities ( 0.7 ) ( 2.2 ) %

Other 0.3 1.1 %

Income tax expense $ 5.5 17.0 %

______________________________

(1) During the year ended December 31, 2025, state taxes in Oregon and Texas made up the majority of the tax effect in this category.

The $ 0.1 million effective rate reconciling item for State taxes, net of federal benefit, in 2025, includes a $ 0.5 million adjustment for partial release of valuation allowance reserves.

(2) The $ 1.1 million adjustment to valuation allowances in Mexico in the year ended December 31, 2025, primarily relates to releasing reserves related to expiring net operating loss carryforwards.

(3) The $ 2.8 million adjustment to valuation allowances in the year ended December 31, 2025, primarily relates to releasing reserves related to deferred tax assets for interest limitation for federal income tax purposes.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The following table outlines the reconciliation of differences between the Federal statutory tax rate and the Company’s income tax expense for the year ended December 31, 2024:

Federal statutory rate $ ( 9.3 )

9 unchanged sentences

Foreign rate differential 0.3

Other 0.1 0.9

Income tax expense $ 6.4

The $ 14.5 million adjustment to valuation allowance in 2024 primarily relates to adjusting reserves related to deferred tax assets for interest limitation, credits and other deferred tax assets that are not expected to be realized in the future for federal income tax purposes.

The $ 4.7 million adjustment to valuation allowance in 2023 primarily relates to adjusting reserves related to deferred tax assets for interest limitation, credits and other deferred tax assets that are not expected to be realized in the future for federal income tax purposes.

The $ 0.9 million effective rate reconciling item for State taxes, net of federal benefit, in 2024 includes a $ 3.1 million adjustment for partial release of valuation allowance reserves.

The $ 0.3 million effective rate reconciling item for State taxes, net of federal benefit, in 2023 includes a $ 3.1 million adjustment for partial release of valuation allowance reserves.

The following is a supplemental schedule of cash paid for income taxes (net of refunds) for the year ended December 31, 2025:

Federal $ 1.0

State total 0.7

Foreign total 2.1

Total cash paid for income taxes (net of refunds) $ 3.8

QUAD/GRAPHICS, INC.

7 unchanged sentences

Pension and workers' compensation benefits 16.2 20.1

Accrued liabilities 8.6 13.3

Research or experimental expenditures 15.4 15.3

Accrued liabilities 9.2 8.6

Interest limitation 6.4 9.9

18 unchanged sentences

At December 31, 2025, the Company had the following gross amounts of tax-related carryforwards:

• Net operating loss carryforwards of $ 23.6 million and $ 471.5 million for foreign and state, respectively.

• Net operating loss carryforwards of $ 8.3 million, $ 21.1 million and $ 477.4 million for federal, foreign and state, respectively.

The federal net operating loss carryforward is available without expiration.

Of the foreign net operating loss carryforwards, $ 3.9 million is available without expiration, while the remainder expires through 2045.

Of the state net operating loss carryforwards, $ 70.0 million is available without expiration, while the remainders expire through 2044.

Of the state net operating loss carryforwards, $ 82.2 million is available without expiration, while the remainder expires through 2045.

• Various credit carryforwards of $ 6.7 million and $ 40.2 million for federal and state, respectively.

The federal carryforward expires through 2045 and the state credit carryforwards include $ 32.3 million that is available without expiration, while the remainder expires through 2039.

QUAD/GRAPHICS, INC.

1 unchanged sentence

(In millions, except share and per share data and unless otherwise indicated)

• Various credit carryforwards of $ 4.4 million and $ 32.2 million for federal and state, respectively.

The federal carryforward expires through 2044 and the state credit carryforwards include $ 25.5 million that is available without expiration, while the remainder expires through 2038.

A foreign credit carryforward of $ 30.0 million was classified as held for sale and is included in other long-term assets within the Company’s consolidated balance sheet as of December 31, 2024.

Refer to Note 22, “Assets Held for Sale,” for further information on the assets classified as held for sale.

As of December 31, 2025, the Company has recorded a valuation allowance of $ 92.9 million on its consolidated balance sheet primarily related to the tax-affected amounts of the above carryforwards.

The valuation allowance includes $ 22.5 million, $ 8.0 million and $ 62.4 million of federal, foreign and state deferred tax assets, respectively, that are not expected to be realized.

The foreign valuation allowance excludes $ 32.9 million which was classified as held for sale and is included in other long-term assets within the Company’s consolidated balance sheet as of December 31, 2024.

Refer to Note 22, “Assets Held for Sale,” for further information on the assets classified as held for sale.

Uncertain Tax Positions

7 unchanged sentences

As of December 31, 2025, $ 5.7 million of unrecognized tax benefits would impact the Company’s effective tax rate, if recognized.

It is reasonably possible that $ 1.8 million of the total amount of unrecognized tax benefits will decrease within the next twelve months due to resolution of income tax audits or statute expirations, of which $ 0.2 million would impact the Company’s effective tax rate.

The Company classified interest expense and any related penalties related to income tax uncertainties as a component of income tax expense.

2 unchanged sentences

Penalties 0.3 0.4

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Accrued interest and penalties related to income tax uncertainties are reported as components of other current liabilities and other long-term liabilities in the consolidated balance sheets.

8 unchanged sentences

Tax years 2011 and 2016 through 2025 remain open and subject to examination or litigation in the Company’s major foreign jurisdictions.

The Company’s practice and intention is to reinvest certain earnings of its non-U.S.

subsidiaries in those operations.

The Company has analyzed its global working capital and cash requirements and the potential tax liabilities attributable to repatriation of earnings, and has determined not to change its permanent reinvestment assertion.

The Company does not have significant prior year untaxed, undistributed earnings from its foreign operations at December 31, 2024, and the Company does not provide for, nor expect to incur, any significant, additional taxes which could become payable upon repatriation of such amounts.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The Company has analyzed its global working capital and cash requirements and the potential tax liabilities attributable to repatriation of earnings and has determined not to change its permanent reinvestment assertion for all jurisdictions except Mexico.

The Company recorded an immaterial deferred income tax liability in the current year to represent the estimate of the U.S.

income and foreign withholding tax associated with unremitted foreign earnings not considered permanently reinvested.

The Company does not have significant prior year untaxed, undistributed earnings from its foreign operations at December 31, 2025, and the Company does not provide for, nor expect to incur, any significant, additional taxes which could become payable upon repatriation of such amounts for jurisdiction that are considered permanently reinvested.

United States Tax Reform

On July 4, 2025, the United States government passed into law a broad reconciliation bill, commonly referred to as the One Big Beautiful Bill Act (the “OBBB Act”), impacting various areas of domestic policy, including changes to the Internal Revenue Code.

The OBBB Act did not have a material impact to the Company’s financial statements for the current period ended December 31, 2025.

The Company anticipates the OBBB Act will result in a favorable reduction in U.S.

cash tax payments for at least the next few years.

Reform of International Taxation

The Organization for Economic Co-operation and Development’s reform of international taxation known as Pillar Two Global Anti-Base Erosion Rules is effective for the Company in 2024.

The Organization for Economic Co-operation and Development’s reform of international taxation known as Pillar Two Global Anti-Base Erosion Rules is effective for the Company since 2024.

The Company continues to monitor ongoing developments concerning this tax reform within applicable jurisdictions.

8 unchanged sentences

There we re no Level 3 recurring measurements of assets or liabilities as of December 31, 2025.

Interest Rate Swaps

The Company currently holds four active interest rate swap contracts.

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

QUAD/GRAPHICS, INC.

1 unchanged sentence

(In millions, except share and per share data and unless otherwise indicated)

Interest Rate Swap

The Company currently holds one active interest rate swap contract.

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

Active Interest Rate Swap

The active interest rate swap is designated as a cash flow hedge as it effectively converts the notional value of the Company’s variable rate debt based on one-month term SOFR to a fixed rate, including a spread on underlying debt, and a monthly reset in the variable interest rate.

The key terms of the active interest rate swap are as follows:

Active Interest Rate Swaps

The active interest rate swaps are each designated as a cash flow hedge as they effectively convert the notional value of the Company’s variable rate debt based on one-month term SOFR to a fixed rate, including a spread on underlying debt, and a monthly reset in the variable interest rate.

The key terms of the active interest rate swaps are as follows:

April 23, 2024

Interest Rate Swap

Effective date April 30, 2024

Termination date March 31, 2027

Interest Rate Swap August 8, 2025 Interest Rate Swap August 28, 2025 Interest Rate Swap September 18, 2025 Interest Rate Swap

Effective date April 30, 2024 August 12, 2025 August 29, 2025 September 18, 2025

Termination date March 31, 2027 September 30, 2028 September 30, 2028 September 30, 2028

Term 35 Months 37 Months 37 Months 36 Months

Notional amount $ 50.0 $ 40.0 $ 20.0 $ 20.0

1 unchanged sentence

The Company classifies interest rate swaps as Level 2 because the inputs into the valuation model are observable or can be derived or corroborated utilizing observable market data at commonly quoted intervals.

The fair value of the active interest rate swap classified as Level 2 as of December 31, 2024 and 2023, was as follows:

The fair value of the active interest rate swap classified as Level 2 as of December 31, 2025 and 2024, were as follows:

Balance Sheet Location December 31, 2025 December 31, 2024

Interest rate swap liabilities Other long-term liabilities ( 1.1 ) ( 0.7 )

The active interest rate swap was highly effective as of December 31, 2024.

No a mount of ineffectiveness has been recorded into earnings related to the active interest rate swap.

The cash flows associated with the active interest rate swap have been recognized as an adjustment to interest expense in the consolidated statements of operations, and the changes in the fair value of the active interest rate swap has been included in other comprehensive income (loss) in the consolidated statements of comprehensive loss:

The active interest rate swaps were highly effective as of December 31, 2025.

No a mount of ineffectiveness has been recorded into earnings related to the active interest rate swaps.

The cash flows associated with the active interest rate swaps have been recognized as an adjustment to interest expense in the consolidated statements of operations, and the changes in the fair value of the active interest rate swaps have been included in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss):

Year Ended December 31,

7 unchanged sentences

The Company held a $ 130.0 million interest rate swap, effective on March 29, 2019, that terminated on March 28, 2024.

The terminated interest rate swap was previously designated as cash flow hedges as it effectively converted the notional value of the Company’s variable rate debt based on one-month LIBOR to a fixed rate, including a spread on underlying debt, and a monthly reset in the variable interest rate.

The terminated interest rate swap was previously designated as a cash flow hedge as it effectively converted the notional value of the Company’s variable rate debt based on one-month LIBOR to a fixed rate, including a spread on underlying debt, and a monthly reset in the variable interest rate.

However, the Company amended its Senior Secured Credit Facility during the second quarter of 2020, which added a 0.75 % LIBOR floor to the Company’s variable rate debt, changing the critical terms of the hedged instrument.

2 unchanged sentences

Due to the Company’s transition from LIBOR to SOFR during the first quarter of 2023, the interest rate swap’s fixed swap rate was amended to be based on one-month term SOFR.

The fair value of the terminated interest rate swap classified as Level 2 as of December 31, 2024 and 2023, was as follows:

Balance Sheet Location December 31, 2024 December 31, 2023

Interest rate swap asset Prepaid expenses and other current assets $ — $ 0.9

Prior to the Company’s de-designation of the terminated interest rate swap as a cash flow hedge, the interest rate swap was considered highly effective, with no a mount of ineffectiveness recorded into earnings.

13 unchanged sentences

Interest Rate Collars

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

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

The interest rate collars will be designated as cash flow hedges as they effectively 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.

The key terms of the interest rate collars are as follows:

The Company currently has one interest rate collar contract.

Another previously held interest rate collar contract, effective on February 1, 2023, terminated on October 31, 2025.

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

The remaining interest rate collar is designated as a cash flow hedge as it effectively converts 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.

The key terms of the interest rate collar are as follows:

December 12, 2022

Interest Rate Collar December 14, 2022

Interest Rate Collar

Effective date February 1, 2023 February 1, 2023

Termination date October 30, 2026 October 31, 2025

Term 45 Months 33 Months

Effective date February 1, 2023

Termination date October 30, 2026

Term 45 Months

Notional amount $ 75.0

5 unchanged sentences

Interest rate collar assets Prepaid expenses and other current assets $ — $ 0.1

Interest rate collar liabilities Other long-term liabilities — ( 0.2 )

The interest rate collars were highly effective as of December 31, 2024.

The interest rate collar was highly effective as of December 31, 2025.

No amount of ineffectiveness has been recorded into earnings related to these cash flow hedges.

The cash flows associated with the interest rate collars have been recognized as an adjustment to interest expense in the consolidated statements of operations, and t he changes in the fair value of the interest rate collars have been included in other comprehensive income (loss) in the consolidated statements of comprehensive loss:

The cash flows associated with the interest rate collars have been recognized as an adjustment to interest expense in the consolidated statements of operations, and the changes in the fair value of the interest rate collars have been included in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss):

Year Ended December 31,

1 unchanged sentence

Gain recognized in other comprehensive income (loss) $ — $ ( 0.2 )

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Foreign Exchange Contracts

2 unchanged sentences

Gains or losses on net foreign currency hedges are intended to offset losses or gains on the underlying net exposures in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates.

As of December 31, 2024, there were no open foreign currency exchange contracts designated as cash flow hedges.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

As of December 31, 2025, there were three open foreign currency exchange contracts for the future collections of the note receivable from the sale of the European operations, designated as cash flow hedges, with a total notional value of $ 26.2 million .

The change in the fair value of the cash flow hedges resulted in a loss of $ 0.3 million included in other comprehensive income (loss) during the year ended December 31, 2025.

Natural Gas Forward Contracts

21 unchanged sentences

There were no profit sharing contributions for the years ended December 31, 2025 and 2024.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Defined Benefit Plans

3 unchanged sentences

The Company funds at least the minimum amount required for all qualified plans using actuarial cost methods and assumptions acceptable under government regulations.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The components of net pension income for the years ended December 31, 2024 and 2023, were as follows:

The components of net pension (expense) income for the years ended December 31, 2025 and 2024, were as follows:

Pension Benefits

2 unchanged sentences

Amortization of actuarial loss ( 1.0 ) ( 1.0 )

Net pension income $ 0.8 $ 1.7

The Company made $ 1.7 million in contributions to its qualified defined benefit pension plans and $ 0.4 million in benefit payments to its non-qualified defined benefit pension plans during the year ended December 31, 2024.

Net periodic pension (expense) income ( 1.2 ) 0.8

Settlement charge from defined benefit pension plan annuitization ( 12.8 ) —

Net pension (expense) income $ ( 14.0 ) $ 0.8

The Company made $ 0.3 million in benefit payments to its non-qualified defined benefit pension plans and made no contributions to its qualified benefit pension plans during the year ended December 31, 2025.

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.

The transaction resulted in a reduction of $ 96.1 million of projected benefit obligations and a $ 94.0 million distribution of plan assets to F&G.

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

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The underfunded pension obligations are calculated using generally accepted actuarial methods and are measured annually as of December 31.

4 unchanged sentences

Interest cost ( 14.8 ) ( 16.4 )

Actuarial gain (loss) 14.0 ( 12.4 )

Actuarial gain 1.6 14.0

Benefits paid 25.5 32.5

Liability impact from settlement:

Liability reduction from pension plan annuitization 96.1 —

Liability reduction from other settlement activity 2.0 —

Total liability impact from settlement 98.1 —

Projected benefit obligation, end of year ( 202.2 ) ( 312.6 )

4 unchanged sentences

Benefits paid ( 25.5 ) ( 32.5 )

Asset impact from settlement:

Asset distribution for pension plan annuitization ( 94.0 ) —

Asset distribution for other settlement ( 2.8 ) —

Total asset impact from settlement ( 96.8 ) —

Fair value of plan assets, end of year 179.6 278.5

1 unchanged sentence

The underfunded defined benefit plan obligations decreased by $ 11.5 million during the year ended December 31, 2025.

This 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.

This 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 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.

This decrease in pension obligations was partially offset by an overall decrease of $ 98.9 million in pension plan assets from a $ 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.

QUAD/GRAPHICS, INC.

9 unchanged sentences

Balance at January 1, 2024 $ ( 53.0 )

Amount arising during the period ( 6.0 )

Amortization included in net loss 1.0

Amount arising during the period 1.3

Balance at December 31, 2024 ( 50.7 )

Amortization included in net earnings 1.0

Amount arising during the period 11.5

Amortization included in net loss 1.3

Impact of defined benefit pension plan settlement charge included in net earnings 12.8

Balance at December 31, 2025 $ ( 25.4 )

During 2023, the Company provided the option to receive a lump-sum pension payment to a select group of in-service and terminated vested participants.

Total lump sum payments of $ 8.0 million were paid during 2023, of which $ 2.0 million was paid under the lump-sum program and $ 1.4 million was paid under the in-service withdrawal program in December 2023.

Payments to eligible participants who elected to receive a lump-sum pension payment were funded from existing pension plan assets and constituted a settlement of the Company’s pension liabilities with respect to these participants.

There were no special lump sum pension options offered in 2024.

Actuarial gains and losses in excess of 10% of the greater of the projected benefit obligation or the market-related value of plan assets are recognized as a component of net periodic benefit costs over the average remaining life expectancy of all participants.

4 unchanged sentences

Expected long-term return on plan assets 5.75 % 6.30 %

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The weighted average assumptions used to determine pension benefit obligations at December 31, 2025 and 2024, were as follows:

2 unchanged sentences

The Company determines its assumed discount rate based on an index of high-quality corporate bond yields and matched-funding yield curve analysis as of the measurement date.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Estimated Company Contributions and Benefit Payments

In 2025, the Company does not expect to make any cash contributions to its qualified defined benefit pension plans and expects to make estimated benefit payments of $ 1.7 million to its non-qualified defined benefit pension plans.

In 2026, the Company expects to make cash contributions of $ 5.9 million to its qualified defined benefit pension plans and expects to make estimated benefit payments of $ 1.8 million to its non-qualified defined benefit pension plans.

The actual pension contributions may differ based on the funding calculations, and the Company may choose to make additional discretionary contributions.

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Derivatives are strictly used for hedging purposes and not speculative purposes.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The current target allocations for plan assets on a weighted average basis are 25 % equity securities and 75 % debt securities, including cash and cash equivalents.

The actual asset allocation as of December 31, 2024, was approximately 22 % equity securities and 78 % debt securities, and as of December 31, 2023, was approximately 21 % equity securities and 79 % debt securities.

The actual asset allocation as of December 31, 2025 and December 31, 2024, was approximately 22 % equity securities and 78 % debt securities, respectively.

Equity investments are diversified by country, issuer and industry sector.

3 unchanged sentences

The expected long-term rate of return on plan assets is then calculated by weighting each asset class.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The fair values of the Company’s pension plan assets at December 31, 2025 and 2024, by asset category were as follows:

23 unchanged sentences

Level 2 assets are valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant input was observable at the measurement date.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The valuation methodologies described above may generate a fair value calculation that may not be indicative of net realizable value or future fair values.

2 unchanged sentences

The Company believes that NAV is representative of fair value at the reporting date, as there are no significant restrictions on redemption on these investments or other reasons to indicate that the investment would be redeemed at an amount different than NAV.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The fair value measurements in common/collective trusts, calculated using a NAV and their redemption restrictions, for the years ended December 31, 2025 and 2024, are as follows:

19 unchanged sentences

• If a participating company stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating companies.

• If the Company stops participating in some or all of its MEPPs, and continues in business, the Company would be required to pay an amount, referred to as a withdrawal liability, based on the unfunded status of the plan.

QUAD/GRAPHICS, INC.

1 unchanged sentence

(In millions, except share and per share data and unless otherwise indicated)

The Company has withdrawn from all significant MEPPs and replaced these union sponsored “promise to pay in the future” defined benefit plans with a Company sponsored “pay as you go” defined contribution plan.

The two MEPPs, the GCIU and GCC, are significantly underfunded, and will require the Company to pay a withdrawal liability to fund its pro rata share of the underfunding as of the plan year the full withdrawal was completed.

As a result of the decision to withdraw, the Company accrued the estimated withdrawal liability based on information provided by each plan’s trustee.

The two MEPPs, the Graphic Communications International Union - Employer Retirement Fund (“GCIU”) and Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund (“GCC”), are significantly underfunded, and require the Company to pay a withdrawal liability to fund its pro rata share of the underfunding as of the plan year the full withdrawal was completed.

As a result of the decision to withdraw, the Company accrued the withdrawal liability based on information provided by each plan’s trustee.

The GCIU Plan is a defined benefit plan that provides retirement benefits, total and permanent disability benefits, and pre-retirement death benefits for the former participating union employees of the Company.

The funded status of the GCIU Plan is classified as critical and declining based on the GCIU Plan’s 2022 certification to the United States Department of Labor, as the plan is projected to become insolvent within 20 years.

As of January 1, 2022, the plan was projected to be insolvent in 2033.

The funded status of the GCIU Plan is classified as critical and declining based on the GCIU Plan’s 2025 certification to the United States Department of Labor and will be deemed critical through December 31, 2051.

As a result, the GCIU Plan implemented a rehabilitation plan to improve the plan’s funded status.

1 unchanged sentence

The GCC Plan is a defined benefit plan that provides retirement benefits, disability benefits, and early retirement benefits for the former participating union employees of the Company.

The funded status of the GCC Plan is classified as critical based on the GCC Plan’s 2024 certification to the Internal Revenue Service, and has operated under a Rehabilitation Plan for fifteen years.

At the time of the certification, the GCC Plan had sufficient assets to meet its monthly obligations.

The Company made its final payment to the GCC in February 2024.

The Company made payments totaling $ 3.9 million and $ 4.3 million for the years ended December 31, 2025 and 2024, respectively.

The Company has reserved $ 21.5 million as the total MEPPs withdrawal liability as of December 31, 2024, of which $ 19.2 million was recorded in other long-term liabilities and $ 2.3 million was recorded in other current liabilities in the consolidated balance sheets.

Loss Per Share

The Company has reserved $ 19.3 million as the total GCIU withdrawal liability as of December 31, 2025, of which $ 16.8 million was recorded in other long-term liabilities and $ 2.5 million was recorded in other current liabilities in the consolidated balance sheets.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed as net earnings (loss) divided by the basic weighted average common shares outstanding.

2 unchanged sentences

Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net earnings, and accordingly, the Company excludes them from the calculation.

Due to the net loss incurred during the years ended December 31, 2024 and 2023, the assumed exercise of all equity incentive instruments were anti-dilutive and therefore, not included in the diluted loss per share calculation.

Anti-dilutive equity instruments excluded from the computation of diluted earnings per share were 0.3 million for the year ended December 31, 2025.

Due to the net loss incurred during the year ended December 31, 2024, the assumed exercise of all equity incentive instruments were anti-dilutive and therefore, not included in the diluted loss per share calculation.

QUAD/GRAPHICS, INC.

2 unchanged sentences

Reconciliations of the numerator and the denominator of the basic and diluted per share computations for the Company’s common stock for the years ended December 31, 2025 and 2024, are summarized as follows:

Net loss $ ( 50.9 ) $ ( 55.4 )

Net earnings (loss) $ 27.0 $ ( 50.9 )

Basic weighted average number of common shares outstanding for all classes of common stock 47.6 47.6

1 unchanged sentence

Diluted weighted average number of common shares outstanding for all classes of common shares 49.9 47.6

Loss per share:

Basic and Diluted $ ( 1.07 ) $ ( 1.14 )

Earnings (loss) per share:

Basic $ 0.57 $ ( 1.07 )

Diluted $ 0.54 $ ( 1.07 )

Cash dividends paid per common share for all classes of common shares $ 0.30 $ 0.20

13 unchanged sentences

The Company plans to either use treasury shares of its class A common stock or issue shares of class A common stock to meet the stock requirements of its awards in the future.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and non-employee directors, including stock options, performance shares, performance share units, restricted stock, restricted stock units and deferred stock units.

2 unchanged sentences

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Equity Incentive Compensation Expense

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In general, RS and RSU awards will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The following table is a summary of RS and RSU award activity for the year ended December 31, 2025:

9 unchanged sentences

Nonvested at December 31, 2025 3,418,940 $ 5.23 1.0 123,046 $ 5.52 1.4

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

In general, RS and RSU awards will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date.

14 unchanged sentences

As DSU awards are fully vested on the grant date, all compensation expense was recognized at the date of grant.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Shareholders’ Equity

11 unchanged sentences

December 31, 2024 20.0 — 0.5 0.5

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

In accordance with the Articles of Incorporation, each class A common share has one vote per share and each class B and class C common share has ten votes per share on all matters voted upon by the Company’s shareholders.

12 unchanged sentences

As of December 31, 2025, there were $ 69.5 million of authorized repurchases remaining under the program.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

In March 2024, 294,875 shares of class B common stock were converted to class A common stock, and the class B common shares were canceled and returned to the status of authorized but unissued shares.

8 unchanged sentences

Q1 Dividend February 12, 2025 February 28, 2025 March 14, 2025 $ 0.075

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Accumulated Other Comprehensive Loss

7 unchanged sentences

Other comprehensive income (loss) before reclassifications 50.4 ( 0.4 ) 11.5 61.5

Amounts reclassified from accumulated other comprehensive loss to net loss — 0.6 — 0.6

Amounts reclassified from accumulated other comprehensive loss to net earnings — — 10.2 10.2

Net other comprehensive income (loss) 50.4 ( 0.4 ) 21.7 71.7

Balance at December 31, 2025 $ ( 40.6 ) $ ( 2.4 ) $ ( 16.5 ) $ ( 59.5 )

The details about the reclassifications from accumulated other comprehensive loss to net loss for the years ended December 31, 2024 and 2023, were as follows:

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The details about the reclassifications from accumulated other comprehensive loss to net earnings (loss) for the years ended December 31, 2025 and 2024, were as follows:

Details about Accumulated Other

3 unchanged sentences

Amortization of amounts accumulated for interest rate swaps de-designated as cash flow hedges, net of tax — 0.6

Settlement charge from defined benefit pension plan annuitization 12.8 — Net pension expense (income)

Amortization of actuarial loss 1.0 1.0 Net pension expense (income)

Impact of income taxes ( 3.6 ) ( 0.5 ) Income tax expense

Reclassification of pension adjustments, net of tax 10.2 0.5

Total reclassifications for the period, net of tax $ 10.2 $ 1.1

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Segment Information

1 unchanged sentence

Improvements to Reportable Segment Disclosures” during the year ended December 31, 2024.

The Company’s operating and reportable segments are aligned with how the chief operating decision maker (the “CODM”) of the Company (the Chairman, President and Chief Executive Officer) currently manages the business.

The Company’s operating and reportable segments are aligned with how the chief operating decision maker (the “CODM”) of the Company (the Chairman and Chief Executive Officer) currently manages the business.

On a monthly basis, the CODM receives discrete financial information, including operating income (loss), for the United States Print and Related Services and International segments, as well as for the Corporate non-operating segment.

9 unchanged sentences

This segment also includes medical services.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

International

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 Company sold its European operations 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.

Corporate consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal and finance, as well as certain expenses and income from frozen employee retirement plans, such as pension benefit plans.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

The following tables provide segment information for the years ended December 31, 2025 and 2024:

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(1) The significant expense categories and amounts align with the segment-level information regularly provided to the CODM.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

United States Print and Related Services International Corporate Total

12 unchanged sentences

(1) The significant expense categories and amounts align with the segment-level information regularly provided to the CODM.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Restructuring, impairment and transaction-related charges, net for the years ended December 31, 2025 and 2024, are further described in Note 3, “Restructuring, Impairment and Transaction-Related Charges, Net.”

A reconciliation of operating income to loss before income taxes as reported in the consolidated statements of operations for the years ended December 31, 2024 and 2023, was as follows:

A reconciliation of operating income to earnings (loss) before income taxes as reported in the consolidated statements of operations for the years ended December 31, 2025 and 2024, was as follows:

Operating income $ 97.0 $ 19.2

interest expense 50.5 64.5

net pension income ( 0.8 ) ( 1.7 )

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

net pension expense (income) 14.0 ( 0.8 )

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

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

Geographic Area Information

5 unchanged sentences

Property, plant and equipment—net 405.8 — 49.8 6.0 461.6

445.4 — 46.8 7.5 499.7

Operating lease right-of-use assets—net 61.9 — 1.3 4.8 68.0

71.9 — 1.3 5.7 78.9

Other intangible assets—net 13.6 — 0.1 — 13.7

Other long-term assets 57.9 — 4.5 1.2 63.6

42.5 28.4 7.1 0.6 78.6

Products $ 1,729.7 $ 134.4 $ 227.1 $ 8.0 $ 2,099.2

1 unchanged sentence

Property, plant and equipment—net (1)

445.4 — 46.8 7.5 499.7

Operating lease right-of-use assets—net (2)

71.9 — 1.3 5.7 78.9

Other intangible assets—net 7.2 — — — 7.2

1 unchanged sentence

42.5 28.4 7.1 0.6 78.6

______________________________

(1) Property, plant and equipment - net held within the Europe geographic region totaling $ 22.1 million are classified as held for sale and are included in other long-term assets within the Company’s consolidated balance sheet as of December 31, 2024.

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Refer to Note 21, “Assets Held for Sale,” for further information on the European operations classified as held for sale.

(3) Other long-term assets held within the Europe geographic region include $ 22.1 million of property, plant and equipment, $ 1.6 million of operating lease right-of-use assets and $ 3.9 million of other long-term assets classified as held for sale as of December 31, 2024.

Refer to Note 21, “Assets Held for Sale,” for further information on the European operations classified as held for sale.

QUAD/GRAPHICS, INC.

1 unchanged sentence

(In millions, except share and per share data and unless otherwise indicated)

Refer to Note 22, “Assets Held for Sale,” for further information on the European operations classified as held for sale.

Strategic Investments

Sale of Manipal Technologies Limited Strategic Partnership

On March 28, 2012, the Company entered into a strategic partnership with India-based Manipal Technologies Limited (“ManipalTech”) whereby Quad paid $ 18.1 million for a minority equity ownership interest in ManipalTech.

The Company’s investment in ManipalTech was accounted for as a cost method investment until its sale.

On April 16, 2024, Quad sold its ownership interest back to the majority owners of ManipalTech for total proceeds of $ 22.2 million and a realized gain of $ 4.1 million.

Assets Held for Sale

Effective during the third quarter of 2024, the Company, having the authority to approve the action, committed to a plan to sell its European operations as part of an ongoing strategic focus to optimize its business portfolio for growth as an MX company.

Accordingly, as of September 30, 2024, the Company has classified its European operations as held for sale, as required by ASC 360-10 – “Long Lived Assets”, and has continued this classification as of December 31, 2024.

The Company’s European operations primarily consist of all employees and facilities for Quad/Graphics Europe print and ink manufacturing headquartered in Wyszkow, Poland;

Accordingly, as of September 30, 2024, the Company had classified its European operations as held for sale, as required by ASC 360-10 – “Long Lived Assets”, and had continued this classification as of December 31, 2024.

The Company’s European operations primarily consisted of all employees and facilities for Quad/Graphics Europe print and ink manufacturing headquartered in Wyszkow, Poland;

the Peppermint agency in Warsaw, Poland;

and Quad Point of Sale (including Marin’s International SAS), which has locations throughout Europe.

The Company’s European operations has historically been included within the International segment and reporting unit.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

and Quad Point of Sale (including Marin’s International SAS), which had locations throughout Europe.

The Company’s European operations had historically been included within the International segment and reporting unit.

The following table summarizes the components of the European operations classified as held for sale on the consolidated balance sheet as of December 31, 2024:

19 unchanged sentences

Cumulative translation adjustments (loss) (included in accumulated other comprehensive loss) $ ( 41.6 )

For the year ended December 31, 2024, the European operations recognized net sales of $ 152.9 million and had an operating loss, including a non-cash impairment charges of $ 57.6 million, to reduce the carrying value of the European operations to its estimated fair value, including $ 41.6 million of non-cash impairment of foreign currency translation adjustments and $ 16.0 million of non-cash impairment of tangible property, plant and equipment.

QUAD/GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except share and per share data and unless otherwise indicated)

For the year ended December 31, 2024, the European operations recognized net sales of $ 152.9 million and had an operating loss, including a non-cash impairment charges of $ 57.6 million, to reduce the carrying value of the majority of the European operations to fair value, including $ 41.6 million of non-cash impairment of foreign currency translation adjustments and $ 16.0 million of non-cash impairment of tangible property, plant and equipment.

The fair value of the assets held for sale were determined by the Company to be Level 2 under the fair value hierarchy (see Note 13, “Financial Instruments and Fair Value Measurements,” for the definition of Level 2 inputs) and were estimated based on revised expected net proceeds.

On October 22, 2024, the Company announced it entered into a definitive agreement with Germany-based entrepreneurial private capital investment manager Capmont GmbH to sell the European operations.

The expected net proceeds are approximately $ 26.4 million.

The sale is expected to close in early 2025, pending customary closing conditions.

The sale was completed on February 28, 2025 (see Note 22, “Strategic Acquisition and Divestiture,” for further information).

Strategic Acquisition and Divestiture

Acquisition of Enru Co-mail Assets

On April 1, 2025, the Company acquired the co-mailing assets of Enru, a third party co-mail and logistics solutions provider.

The acquisition included co-mail related manufacturing equipment, technology and client relationships which complement and strengthen the Company’s existing co-mail platform.

The total purchase price was $ 27.0 million, consisting of $ 16.3 million cash paid at closing, an estimated earn-out of $ 8.8 million, and a deferred payment of $ 1.9 million.

The earn-out is based on the Company’s estimate to be paid over a maximum of five years , if certain financial metrics are achieved post-integration.

Included in the purchase price allocation are $ 11.5 million of identifiable other intangible assets, which are amortized over their estimated useful lives, ranging from five to six years , $ 8.2 million of property, plant and equipment, and $ 7.3 million of goodwill, of which $ 3.5 million is deductible for tax purposes.

The final allocation of the purchase price was based on valuations performed to determine the fair value of the assets and liabilities as of the acquisition date.

The assets and liabilities acquired were classified as Level 3 in the valuation hierarchy (see Note 13, “Financial Instruments and Fair Value Measurements,” for the definition of Level 3 inputs).

The operations are included in the United States Print and Related Services segment.

Sale of European Operations

On February 28, 2025, the Company sold its European operations, which primarily consisted of all employees and facilities for Quad/Graphics Europe print and ink manufacturing headquartered in Wyszkow, Poland;

the Peppermint agency in Warsaw, Poland;

and Quad Point of Sale (including Marin’s International SAS), which has locations throughout Europe.

As of the sale date, the total sales price of $ 24.1 million consisted of a note receivable for $ 19.5 million, of which $ 4.3 million was recorded in receivables and $ 15.2 million was recorded in other long-term assets in the consolidated balance sheet, and retention of $ 4.6 million of cash classified as assets held for sale.

In addition, debt and finance lease obligations of $ 7.4 million were assumed by the buyer and there are contingent considerations of $ 10.0 million based upon the European business achieving certain financial metrics.

A pre-tax loss of $ 0.5 million is included in restructuring, impairment and transaction-related charges, net in the consolidated statement of operations for the year ended December 31, 2025.

QUAD/GRAPHICS, INC.

2 unchanged sentences

New Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update 2023-09 “Income Taxes (Topic 470):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which establishes new income tax disclosures to consistently categorize and provide greater disaggregation of information in the rate reconciliation, including dollar value and percentage impacts of each component of the reconciliation, as well as further disaggregates income taxes paid.

This guidance is effective for fiscal years beginning after December 15, 2024.

The Company is evaluating the impact of the adoption of ASU 2023-09 on the consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update 2024-03 “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures:

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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 8. Financial Statements and Supplementary Data