5 unchanged sentences
Management’s Report on Internal Control Over Financial Reporting
−Removed: The Company’s management, including the Company’s Chairman, President and Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934.
+Added: The Company’s management, including the Company’s Chairman and Chief Executive Officer and Chief Financial Officer and Treasurer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934.
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.
−Removed: The Company’s management, including the Company’s Chairman, President and Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: The Company’s management, including the Company’s Chairman and Chief Executive Officer and Chief Financial Officer and Treasurer, has assessed the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, the Company’s management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective based on that framework.
12 unchanged sentences
Information with respect to the executive officers of the Company appears in Part I, Item 1, “Business,” of this Annual Report on Form 10-K.
−Removed: The Company has adopted a Code of Business Conduct that applies to all of the Company’s employees, including the Company’s Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions.
+Added: The Company has adopted a Code of Business Conduct that applies to all of the Company’s employees, including the Company’s Chief Executive Officer, Chief Financial Officer and Treasurer, Controller and other persons performing similar functions.
The Company has posted a copy of the Code of Business Conduct on its website at quad.com , and such Code of Business Conduct is available in print, without charge, to any shareholder who requests it from the Company’s Secretary.
2 unchanged sentences
Executive Compensation
−Removed: The information required by this Item is included under the captions “Compensation of Executive Officers,” “2024 Summary Compensation Table,” “Grants of Plan Based Awards in 2024,” “Outstanding Equity Awards at December 31, 2024,” “Option Exercises and Stock Vested in 2024,” “2024 Pension Benefits,” “2024 Nonqualified Deferred Compensation,” “Director Compensation,” “Compensation Committee Report,” “Corporate Governance—Board Committees—Compensation Committee Interlocks and Insider Participation,” “Pay Versus Performance,” and “Miscellaneous—Assessment of Compensation-Related Risk,” in the Proxy Statement and is hereby incorporated herein by reference.
+Added: The information required by this Item is included under the captions “Compensation of Executive Officers,” “2025 Summary Compensation Table,” “Grants of Plan Based Awards in 2025,” “Outstanding Equity Awards at December 31, 2025,” “Option Exercises and Stock Vested in 2025,” “2025 Pension Benefits,” “2025 Nonqualified Deferred Compensation,” “Director Compensation,” “Compensation Committee Report,” “Corporate Governance—Board Committees—Compensation Committee Interlocks and Insider Participation,” and “Miscellaneous—Assessment of Compensation-Related Risk,” in the Proxy Statement and is hereby incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
4 unchanged sentences
All equity compensation plans are described more fully in Note 16, “Equity Incentive Programs,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
−Removed: Plan Category Number of securities to be issued upon the exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights (2)
−Removed: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
+Added: Plan Category Number of securities to be issued upon the exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders (1)
5 unchanged sentences
Awards under the Omnibus Plans (no new awards can be made under the 2010 plan) may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance share units, shares of class A stock, restricted stock, restricted stock units, deferred stock units or other stock-based awards as determined by the Company’s Board of Directors.
−Removed: (2) The weighted average exercise price of outstanding options, warrants and rights only includes stock options.
Certain Relationships and Related Transactions, and Director Independence
10 unchanged sentences
Consolidated Statements of Operations for each of the two years in the period ended December 31, 2025
−Removed: Consolidated Statements of Comprehensive Loss for each of the two years in the period ended December 31, 202 4
+Added: Consolidated Statements of Comprehensive Income ( Loss ) for each of the two years in the period ended December 31, 2025
Consolidated Balance Sheets as of December 31, 2025 and 2024
6 unchanged sentences
Amended and Restated Articles of Incorporation of Quad/Graphics, Inc., as amended through May 23, 2019 (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K, dated May 20, 2019, and filed on May 24, 2019).
−Removed: Amended Bylaws of Quad/Graphics, Inc., as amended through February 21, 2024 (incorporated by reference to Exhibit 3.3 to the Company ’ s Annua l Report on Form 10-K for the year ended December 31, 202 3 and filed on February 22, 2024) .
+Added: Amended Bylaws of Quad/Graphics, Inc., as amended through May 21, 202 5 (incorporated by reference to Exhibit 3.
+Added: 2 to the Company’s Current Report on Form 8 -K , dated May 21, 202 5 , and filed on May 2 3 , 202 5 ).
Note Agreement, dated September 1, 1995, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc.
13 unchanged sentences
Amendment No.
−Removed: 9, dated as of October 18, 2024, to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agen t (incorporated by reference to Exhibi t 4 to the Company ’ s Current Report on Form 8-K dated October 18, 2024 and filed on October 23, 2024).
+Added: 9, dated as of October 18, 2024, to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K dated October 18, 2024 and filed on October 23, 2024).
+Added: Amendment No.
+Added: 10, dated as of August 20, 2025, to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agen t .
Quad/Graphics, Inc.’s Description of Securities (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).
+Added: Exhibit Number Exhibit Description
Certain other instruments, which would otherwise be required to be listed above, have not been so listed as such instruments do not authorize long-term debt securities in an amount that exceeds 10% of the total assets of Quad/Graphics, Inc.
2 unchanged sentences
agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
−Removed: Exhibit Number Exhibit Description
Amended and Restated Voting Trust Agreement, dated as of June 25, 2010, by Betty E.
3 unchanged sentences
Blais, as trustees as of the date of the agreement's execution (incorporated by reference to Exhibit 9.1 to the Company's Current Report on Form 8‑K dated July 2, 2010 and filed on July 9, 2010).
−Removed: Amendment to Voting Trust (inco rporated by reference to Exhibit 9.2 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2023 and filed on February 22, 2024 ) .
+Added: Amendment to Voting Trust (incorporated by reference to Exhibit 9.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and filed on February 22, 2024).
Dividend/Discount Deferred Compensation Plan (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S‑4 (Reg.
17 unchanged sentences
2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8‑K dated December 16, 2010 and filed on December 17, 2010).
+Added: Exhibit Number Exhibit Description
Form of Restricted Stock Award Agreement under the Quad/Graphics, Inc.
2 unchanged sentences
2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10‑Q for the quarter ended March 31, 2014 and filed on May 7, 2014).
−Removed: Exhibit Number Exhibit Description
Form of Performance Share Award Agreement under the Quad/Graphics, Inc.
5 unchanged sentences
Quad/Graphics, Inc.
−Removed: Executive Severance Plan, effective as of September 15, 2016 [participants are David Honan, Eric Ashworth, Kelly Vanderboom, Julie Currie, Anthony Staniak, Donald McKenna, Dana Gruen and Robert Quadracci] (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2016 and filed on November 2, 2016).
+Added: Executive Severance Plan, effective as of September 15, 2016 [participants are David Honan, Kelly Vanderboom, Julie Currie, Anthony Staniak, Donald McKenna, Dana Gruen and Robert Quadracci] .
Form of 2020 Cash Long-Term Incentive Plan Net Leverage Ratio Award Agreement under the Quad/Graphics, Inc.
6 unchanged sentences
2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).
+Added: Form of Deferred Stock Unit Award Agreement under the Quad/Graphics, Inc.
+Added: 2020 Omnibus Incentive Plan (2025 Version) (incorporated by reference to Exhibit 10 to the Company’s Q uarterly Report on Form 10- Q for the quarter ended June 30 , 202 5 and filed on July 30, 202 5 ).
Form of Restricted Stock Award Agreement under the Quad/Graphics, Inc.
2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).
+Added: Exhibit Number Exhibit Description
Form of Restricted Stock Unit Award Agreement under the Quad/Graphics, Inc.
2 unchanged sentences
2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).
−Removed: Exhibit Number Exhibit Description
Form of 2021 Cash Long-Term Incentive Plan Net Sales Wins Award Agreement under the Quad/Graphics, Inc.
3 unchanged sentences
Quad/Graphics, Inc.
−Removed: Non-Employee Director Deferred Compensation Plan .
+Added: Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company ’ s Annual Report on Form 10-K for th e year ended December 31, 2024 and fi led on February 21, 2025) .
Quad/Graphics, Inc.
−Removed: Insider Trading Pol icy, including Rule 10b5-1 Trading Plan Guidelines.
+Added: Insider Trading Policy, including Rule 10b5-1 Trading Plan Guidelines (incorporated by reference to Exhibit 19 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2024 and filed on February 21, 2025) .
Subsidiaries of Quad/Graphics, Inc.
5 unchanged sentences
Quad/Graphics, Inc.
−Removed: Compensation Recovery Polic y ( incorporated by reference to Exhibit 97 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2023 and filed on February 22, 202 4 ) .
+Added: Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and filed on February 22, 2024).
(99) Proxy Statement for the 2026 Annual Meeting of Shareholders.
1 unchanged sentence
except to the extent specifically incorporated by reference, the Proxy Statement for the 2026 Annual Meeting of Shareholders shall not be deemed to be filed with the Securities and Exchange Commission as part of this Annual Report on Form 10‑K.]
+Added: Exhibit Number Exhibit Description
(101) Financial statements from the Annual Report on Form 10-K of Quad/Graphics, Inc.
for the year ended December 31, 2025 formatted in Inline eXtensible Business Reporting Language (iXBRL):
−Removed: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Loss, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.
+Added: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.
(104) Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).
6 unchanged sentences
Joel Quadracci
−Removed: Chairman, President and Chief Executive Officer
+Added: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: Joel Quadracci Chairman, President and Chief Executive Officer February 20, 2025
+Added: Joel Quadracci Chairman and Chief Executive Officer February 18, 2026
Joel Quadracci (Principal Executive Officer)
/s/ Anthony C.
−Removed: Staniak Chief Financial Officer February 20, 2025
+Added: Staniak Chief Financial Officer and Treasurer February 18, 2026
Staniak (Principal Financial Officer)
16 unchanged sentences
Rothman Director February 18, 2026
−Removed: Shiely Director February 20, 2025
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.