Quad/Graphics, Inc.

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089

SUMMARY

of

PROXY STATEMENT

This summary highlights certain information that is described in more detail elsewhere in this proxy statement. This summary does not contain all the information you should consider before voting on the matters at the Annual Meeting of Shareholders of Quad/Graphics, Inc. (the “Company”, “Quad”, “we”, “our”, “us”, or similar terms) to be held on Wednesday, May 20, 2026 at 9:00 a.m. Central Time, and all adjournments or postponements thereof (the “Annual Meeting”), so we ask that you read the entire proxy statement carefully. Page references are provided to help you quickly find further information.

2026 Annual Meeting of Shareholders

Eligibility to Vote

You can vote at the Annual Meeting if you were a holder of record of our class A common stock or class B common stock at the close of business on March 18, 2026 (the “Record Date”).

Governance Highlights

We are dedicated to high standards of corporate governance. Our Board of Directors (the “Board”) is committed to acting in the long-term best interests of our shareholders and continually reviews our policies with those interests in mind, as well as in light of recent trends in corporate governance.

Below is a summary of our corporate governance highlights with respect to our Board.

•Five out of our nine current directors are independent.

•We maintain a fully independent Audit Committee.

•Our Board meets at regularly scheduled executive sessions, both without members of management present and also without non-independent directors present.

•Our Board and executive officers are prohibited from hedging our stock, and are required to obtain prior approval of any pledge of our stock.

•Our Board and executive officers are subject to stock ownership guidelines.

•We hold annual board and committee evaluations.

•We require approval of certain related party transactions.

Additional information about our corporate governance policies and practices can be found at pages 10 - 15 of this proxy statement.

Voting Matters

Election of Directors

We elect our directors on an annual basis.

Proposal to Approve, on an Advisory Basis, the Compensation of our Named Executive Officers

Our Board is recommending that our shareholders approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This advisory vote is not binding on the Company, the Board or the compensation committee of the Board, however the Board and the compensation committee of the Board, will review and consider the outcome of this advisory vote when making future decisions regarding executive compensation.

Director Tenure

We have added five new directors since 2016, four of whom are independent.

Committee Membership

There are three standing committees of the Board — the Audit Committee, the Compensation Committee and the Finance Committee. Current members of the committees are listed in the table below.

Additional information about our director nominees can be found at pages 6 - 9 of this proxy statement.

Compensation Highlights

We periodically review best practices in the area of executive compensation and update our compensation policies and practices to reflect those that we believe are appropriate for our Company, including the following:

•Pay for performance—A substantial fraction of total compensation for our named executive officers is tied to the operating performance of our Company. Our performance measures under our incentive compensation program are also aligned with our business objectives.

•Alignment with shareholder interests—Our core executive compensation principles are designed to promote alignment of our named executive officers’ interests with the interests of shareholders.

•Salary increases, bonuses and equity awards must be earned—We do not guarantee salary increases, bonuses or equity awards for our named executive officers.

•No option repricing—Our equity compensation plan does not permit repricing of stock options.

•Compensation risk management—We periodically review our pay practices to ensure that they do not encourage excessive risk taking and to confirm that our governance practices are designed to prevent excessive compensation that would not be consistent with our philosophy and business objectives.

•Stock ownership—We maintain stock ownership guidelines for our directors and executive officers, including our named executive officers.

•No evergreen provision in equity plan—Our equity incentive plan does not include automatic annual increases in the share reserve such that shareholders generally must approve any increase in the share reserve.

•Independent compensation consultant—The compensation committee retains an independent compensation consultant to provide advice and recommendations concerning the compensation of our named executive officers.