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What changed in Quad/Graphics, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Quad/Graphics, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+435 added−380 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-21)

Top changes in Quad/Graphics, Inc.'s 2025 10-K

435 paragraphs added · 380 removed · 316 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

92 edited+65 added−43 removed41 unchanged
Biggest changeQuad believes it is uniquely positioned to offer superior mail services and is continually creating innovative services to address this significant cost, including: • Co-mailing: The Company’s co-mail program expedites distribution by sorting and bundling multiple printed products at once for the USPS in exchange for work-sharing discounts and providing savings for publishers, marketers and retailers. • MergedMail™: This print-to-carrier solution uses a standard mailing format and Quad’s co-mailing abilities to produce completely personalized direct mail while maximizing postal savings.
Biggest changeThe Company’s co-mail program expedites distribution by bundling multiple printed products destined for the same ZIP codes and, when possible, sorting mail down to the specific delivery route that the postal carrier uses. This process generates work-sharing discounts for Quad and provides savings for publishers, marketers and retailers.
Quad’s global platform and advanced technology support always-on premedia and adaptive design capabilities for creative and digital execution, image and color management, and prepress/premedia tasks.
Quad’s global platform and advanced technology support always-on premedia and adaptive design capabilities for creative and digital execution, image and color management, and prepress tasks.
The Company can produce large-scale print products, such as magazines, retail inserts and directories, as well as targeted print products, such as catalogs, direct mail, in-store signage and displays, and high-end packaging. Quad also has vertically integrated print and non-print capabilities that help improve the quality, cost and availability of key inputs in the printing and distribution processes.
The Company can produce targeted print products, such as catalogs, direct mail, in-store signage and displays, and high-end packaging, as well as large-scale print products, such as magazines, retail inserts and directories. Quad also has vertically integrated print and non-print capabilities that help improve the quality, cost and availability of key inputs in the printing and distribution processes.
Quadracci joined Quad in 1991 and, prior to becoming President and Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales and Administration, and President and Chief Operating Officer.
Quadracci joined Quad in 1991 and, prior to becoming Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales and Administration, and President and Chief Operating Officer.
Currie served in multiple senior leadership roles at Nielsen, a global leader in audience measurement, data and analytics, including as Senior Vice President, Global Retail Product Leadership from 2016 to 2019; as Senior Vice President, Global Loyalty Commercial Director from 2012 to 2016; as Senior Vice President, Global Business Services North America from 2008 to 2012; as Vice President, National Accounts Group Client Director from 2003 to 2007; and as Vice President, Group Client Director from 2001 to 2003.
Currie served in multiple senior leadership roles at Nielsen, a global leader in audience measurement, data and analytics, including as Senior Vice President, Global Retail Product Leadership from 2016 to 2019; Senior Vice President, Global Loyalty Commercial Director from 2012 to 2016; Senior Vice President, Global Business Services North America from 2008 to 2012; Vice President, National Accounts Group Client Director from 2003 to 2007; and Vice President, Group Client Director from 2001 to 2003.
He previously served as Executive Vice President, President of Direct Marketing and Chief Information Officer from November 2014 to November 2015; as Executive Vice President, President of Direct Marketing and Media Solutions and Chief Information Officer from March 2014 to November 2014; as Corporate Vice President of Information and Technology since 2013; as Vice President of Information Systems and Infrastructure from 2007 to 2012; and as President of Quad/Direct from August 2007 until 2013.
He previously served as Executive Vice President, President of Direct Marketing and Chief Information Officer from November 2014 to November 2015; Executive Vice President, President of Direct Marketing and Media Solutions and Chief Information Officer from March 2014 to November 2014; Corporate Vice President of Information and Technology since 2013; as Vice President of Information Systems and Infrastructure from 2007 to 2012; and President of Quad/Direct from August 2007 until 2013.
Due to these factors, economies of scale, a strong balance sheet and access to capital markets, Quad has been able to provide a competitive offering that meets clients’ manufacturing needs. 5 Table of Contents Seasonality Quad is subject to seasonality in its quarterly results as net sales and operating income are higher in the second half of the calendar year as compared to the first half of the calendar year.
Due to these factors, economies of scale, a strong balance sheet and access to capital markets, Quad has been able to provide a competitive offering that meets clients’ manufacturing needs. 5 Table of Contents Seasonality Quad is subject to seasonality in its quarterly results as net sales and operating income are typically higher in the second half of the calendar year as compared to the first half of the calendar year.
Since joining Quad in 1993, he has served in various leadership capacities, including Controller of Parcel Direct, a freight expediting subsidiary sold to FedEx in 2004; Treasurer, beginning in 2007; Vice President, beginning in 2008; Vice President of the Program Management Office (PMO) from 2012 to 2014 and 2019 to 2023; and President of Logistics from 2014 to 2023.
Since joining Quad in 1993, he has served in various leadership capacities, including Controller of Parcel Direct, a freight expediting subsidiary sold to FedEx in 2004; Treasurer, from 2007 to 2025; Vice President, beginning in 2008; Vice President of the Program Management Office (PMO) from 2012 to 2014 and 2019 to 2023; and President of Logistics from 2014 to 2023.
Through in-depth strategic brand research, the Company takes time to truly understand each client’s unique brand voice and positioning. It then applies these findings to craft compelling creative campaigns that solve the brand’s real-time problems and lead to desired consumer actions.
Through in-depth strategic brand research, the Company takes time to truly understand each client’s unique brand voice and positioning. It then applies these findings to craft compelling creative campaigns that solve the brand’s problems and lead to desired consumer actions.
Integrated Marketing Platform Excellence Quad’s integrated marketing platform encompasses all the resources brands and marketers need to plan, create, deploy, measure and optimize their marketing efforts across any media channel — from household to in-store to online.
Integrated Marketing Platform Excellence Quad’s integrated marketing platform encompasses all the resources brands and marketers need to strategize, plan, create, deploy, measure and optimize their marketing efforts across any media channel — from household to in-store to online.
These solutions are supported by Quad’s team of postal experts who work closely with the USPS to allow clients to better leverage USPS promotions and incentives and receive further savings. The team services clients on an individual basis to determine eligibility and make the necessary changes in production and mailing processes to qualify for these increasingly complicated savings opportunities.
These solutions are supported by Quad’s team of postal experts who work closely with the USPS to enable clients to better leverage USPS promotions and incentives and receive further savings. The team services clients on an individual basis to determine eligibility and make the necessary changes in production and mailing processes to qualify for these increasingly complicated savings opportunities.
Eliezer Associates, a print consulting firm in Stamford, Conn., beginning in 1998 and was named President of the firm in 2004, the leadership role he maintained until joining Quad in 2010. Mr. Robert Quadracci has served as Chief Human Resources Officer since February 2023.
Eliezer Associates, a print consulting firm in Stamford, Connecticut, beginning in 1998 and was named President of the firm in 2004, the leadership role he maintained until joining Quad in 2010. Mr. Robert Quadracci has served as Chief Human Resources Officer since February 2023.
Commercial Printing The commercial printing industry also remains highly fragmented, with competition based on pricing; availability of materials, including paper (which may be more limited in the future as a number of mills reduce graphic paper production capacity in favor of other product lines, such as paperboard); quality; distribution capabilities, including the ability to reduce postage costs; customer service; access to labor, especially highly skilled labor; availability to schedule work on appropriate equipment; on-time production and delivery; ability to maintain and adopt state-of-the-art technology; and ability to offer additional marketing services to meet a client’s business objectives.
Commercial Printing The commercial printing industry also remains highly fragmented, with competition based on pricing; cost of materials (which may be impacted by tariffs); availability of materials, including paper (which may be more limited in the future as a number of mills reduce graphic paper production capacity in favor of other product lines, such as paperboard); quality; distribution capabilities (including the ability to reduce postage costs); customer service; access to labor (especially highly skilled labor); availability to schedule work on appropriate equipment; on-time production and delivery; ability to maintain and adopt state-of-the-art technology; and ability to offer additional marketing services to meet a client’s business objectives.
Bauer held various accounting positions at Journal Communications, Inc., during her 18 years there, including Vice President and Controller from June 2000 until September 2011. Ms. Currie has served as Executive Vice President and Chief Revenue Officer since November 2020. She previously served as Executive Consultant of FCM, LLC from 2019 to 2020. Prior thereto, Ms.
Prior to joining Quad, Ms. Bauer held various accounting positions at Journal Communications, Inc., during her 18 years there, including Vice President and Controller from June 2000 until September 2011. Ms. Currie has served as Executive Vice President and Chief Revenue Officer since November 2020. She previously served as Executive Consultant of FCM, LLC from 2019 to 2020.
Executive officers of Quad are elected by and serve at the discretion of Quad’s Board of Directors. Other than described above, there are no family relationships between any directors or executive officers of Quad. 16 Table of Contents
Executive officers of Quad are elected by and serve at the discretion of Quad’s Board of Directors. Other than described above, there are no family relationships between any directors or executive officers of Quad. 18 Table of Contents
The Company continues to innovate within the printing and print-related industry and, as a result, has developed what it believes to be one of the most powerful patent portfolios in the print industry. Quad currently holds or has rights to commercialize a wide variety of worldwide patents and applications relating to its business.
The Company continues to innovate within the printing and print-related industry and, as a result, has developed what it believes to be one of the most powerful patent portfolios in the print industry. 14 Table of Contents Quad currently holds or has rights to commercialize a wide variety of worldwide patents and applications relating to its business.
The Company regularly evaluates its pay practices and structures to ensure it is competitive in the markets where it operates, and equitable based on employees’ experience, job responsibilities, performance and business results.
The Company regularly evaluates its pay practices and structures to ensure it is competitive in the markets where it operates, and fair based on employees’ experience, job responsibilities, performance and business results.
The Company supports a diverse base of approximately 2,500 clients, including industry-leading blue-chip companies that serve both businesses and consumers across multiple industry verticals, with a particular focus on commerce, including retail, consumer packaged goods and direct-to-consumer; financial services; and health. Quad prides itself on its long-standing relationships, with its largest clients averaging more than 24 years in duration.
The Company supports a diverse base of approximately 2,100 clients, including industry-leading blue-chip companies that serve both businesses and consumers across multiple industry verticals, with a particular focus on commerce, including retail, consumer packaged goods and direct-to-consumer; financial services; and health. Quad prides itself on its long-standing relationships, with its largest clients averaging more than 25 years in duration.
MX: Media Quad provides data-led, strategic media planning and placement services that support all traditional and digital touchpoints to foster direct consumer connections in-home, in-store and online. The Company activates on a complete suite of full-funnel brand and performance marketing solutions.
MX: Media Quad provides data-led, strategic media planning and placement services that support all physical and digital touchpoints to foster direct consumer connections at home, in-store and online. The Company activates on a complete suite of full-funnel brand and performance marketing solutions.
From insights driven by its data stack, Quad develops proprietary “passions” that highlight the interests of that household and inform target audience identification. While the data stack is founded on household data, it was created with an open architecture to easily ingest supplemental data from new clients and/or vendor partners.
From insights driven by its data stack, Quad develops proprietary “passions” that highlight the interests of that household and inform target audience identification. While the data stack is founded on household data, it was created with an open architecture to easily ingest supplemental data from vendor partners.
The program includes ongoing employee education to ensure the security of physical and digital workspaces, protect the privacy of valuable data, identify potential phishing and malware threats, and avoid risky behaviors. 12 Table of Contents Financial Objectives Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value.
The program includes ongoing employee education to ensure the security of physical and digital workspaces, protect the privacy of valuable data, identify potential phishing and malware threats, and avoid risky behaviors. Financial Objectives Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value.
The Company’s working capital requirements, including the impact of seasonality, are partially mitigated through the direct purchasing of paper by its clients. 13 Table of Contents The Company produces the majority of ink used in its print manufacturing, allowing it to control the quality, cost and supply of key inputs.
The Company’s working capital requirements, including the impact of seasonality, are partially mitigated through the direct purchasing of paper by its clients. The Company produces the majority of ink used in its print manufacturing, allowing it to control the quality, cost and supply of key inputs.
MX: Tech The Company’s client-facing technology solutions help brands connect marketing strategy, global content creation, analytics and optimized media performance across offline and online channels. Quad applies a people-process-technology approach that first analyzes a client’s current-state workflow and performance, then creates tailored solutions to centralize assets, optimize processes and accelerate speed to market.
MX: Tech The Company’s client-facing technology solutions help brands connect marketing strategy, global content creation, analytics and optimized media performance across physical and digital channels. Quad applies a people-process-technology approach that first analyzes a client’s current-state workflow and performance, then creates tailored solutions to centralize assets, optimize processes and accelerate speed to market.
Prior thereto, Mr. Jaeger served as Quad’s Vice President of Information Systems from 1998 to 2006 and worked in various other capacities since he joined the company in 1994. Prior to joining Quad, Mr. Jaeger worked for Andersen Consulting for eight years. 15 Table of Contents Mr.
Prior thereto, Mr. Jaeger served as Quad’s Vice President of Information Systems from 1998 to 2006 and worked in various other capacities since he joined the company in 1994. Prior to joining Quad, Mr. Jaeger worked for Andersen Consulting for eight years. Mr.
In 2023 (the most recent year for which data has been tabulated), the Company’s U.S. manufacturing facilities recycled 97.7% of their industrial wastepaper and other solid waste. • Energy and Emissions : The Company participates in nationwide and statewide programs to enhance its efforts to reduce energy usage and carbon emissions. These include being a founding partner of the U.S.
In 2024 (the most recent year for which data has been tabulated), the Company’s U.S. manufacturing facilities recycled 97.9% of their industrial wastepaper and other solid waste. • Energy and Emissions : The Company participates in nationwide and statewide programs to enhance its efforts to reduce energy usage and carbon emissions. These include being a founding partner of the U.S.
Quad provides access to such materials through its website as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Principal Capabilities Quad’s MX Solutions Suite provides a comprehensive range of marketing and print services, seamlessly integrating creative, production and media solutions across online and offline channels.
Quad provides access to such materials through its website as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Principal Capabilities Quad’s MX Solutions Suite provides a comprehensive range of marketing and print services, seamlessly integrating creative, production and media solutions across physical and digital channels.
In 2024, its 10 largest clients accounted for approximately 20% of consolidated sales, with none representing more than 5% individually. Quad was founded in Pewaukee, Wisconsin, as a Wisconsin corporation, in 1971 by the late Harry V. Quadracci. For many years, the Company operated as Quad/Graphics and focused on commercial printing.
In 2025, its 10 largest clients accounted for approximately 21% of consolidated sales, with none representing more than 5% individually. Quad was founded in Pewaukee, Wisconsin, as a Wisconsin corporation, in 1971 by the late Harry V. Quadracci. For many years, the Company operated as Quad/Graphics and focused on commercial printing.
These programs not only teach critical on-the-job and leadership skills, but also help employees respond to rapid change, cultivate effective networks, and create high-quality relationships necessary for personal, professional and Company growth. 10 Table of Contents • Competitive Pay and Innovative Benefits: Employees are hired into jobs with competitive wages and innovative benefits.
These programs not only teach critical on-the-job and leadership skills, but also help employees respond to rapid change, cultivate effective networks, and create high-quality relationships necessary for personal, professional and Company growth. • Competitive Pay and Innovative Benefits: Employees are hired into jobs with competitive wages and innovative benefits.
This full-service offering is housed under Betty, Quad’s creative agency. 3 Table of Contents MX: Production Quad offers a wide range of production capabilities for deploying content to offline (i.e., physical) and online channels – a major point of differentiation among the Company’s competitive set. Quad’s print operations feature the latest in automation and technology complemented by skilled manufacturing professionals.
This full-service offering is housed under Betty, Quad’s creative agency. 3 Table of Contents MX: Production Quad offers a wide range of production capabilities for deploying content to physical and digital channels – a major point of differentiation among the Company’s competitive set. Quad’s print operations feature the latest in automation and technology complemented by skilled manufacturing professionals.
Staniak is a member of the Wisconsin Institute of Certified Public Accountants and is a member of the board of directors for the Zoological Society of Milwaukee and for the Volunteer Center of Washington County. Mr. Vanderboom has served as Executive Vice President and Treasurer since 2018 and Head of Quad Agency Solutions Operations since March 2023. Mr.
Staniak is a member of the Wisconsin Institute of Certified Public Accountants and is a member of the board of directors for the Zoological Society of Milwaukee, the Volunteer Center of Washington County, and Make-A-Wish Wisconsin. Mr. Vanderboom has served as Executive Vice President since May 2018 and Head of Quad Agency Solutions Operations since March 2023. Mr.
Whether as a full-service marketing partner, an outsourced extension of a marketing department, or executional support for an agency, Quad’s depth of expertise, breadth of integrated capabilities and expansive reach empower brands to: • Unlock actionable audience insights to identify consumer passions, optimize marketing strategies and enhance campaign precision. • Deliver creative quality at scale with cohesive, impactful brand experiences across all channels. • Streamline production complexity across the marketing supply chain, reducing costs, boosting efficiency and accelerating speed-to-market. • Drive omnichannel effectiveness with cross-channel activations that engage consumers at home, in-store and online. • Maximize efficiency with cutting-edge technology , including artificial intelligence (AI), that automates workflows, enhances performance and personalizes customer experiences at scale across offline and online channels. 2 Table of Contents In 2024, the Company focused on delivering strong financial results while navigating multiple issues in the macroeconomic environment, including postage cost increases on print mailings and elevated interest rates.
Whether as a full-service marketing partner, an outsourced extension of a marketing department, or executional support for an agency, Quad’s depth of expertise, breadth of integrated capabilities and expansive reach empower brands to: • Unlock actionable audience insights to identify consumer passions, optimize marketing strategies and enhance campaign precision. • Deliver creative quality at scale with cohesive, impactful brand experiences across all channels. • Streamline production complexity across the marketing supply chain, reducing costs, boosting efficiency and accelerating speed-to-market. • Drive omnichannel effectiveness with cross-channel activations that engage consumers at home, in-store and online. • Maximize efficiency with cutting-edge technology , including artificial intelligence (AI), that automates workflows, enhances performance and personalizes customer experiences at scale across physical and digital channels. 2 Table of Contents In 2025, the Company focused on delivering strong financial results while navigating multiple challenges in the macroeconomic environment, such as postage cost increases on print mailings; policy uncertainty (including potential impacts of tariffs); and elevated interest rates.
With the strength of its Rise media agency and its Betty creative agency, Quad ranks as one of the largest agency companies in the U.S. according to Ad Age (2024). Its robust manufacturing platform also ranks it as one of the largest commercial printers in North America, according to Printing Impressions (2024).
With the strength of its Rise media agency and its Betty creative agency, Quad ranks as one of the largest agency companies in the U.S. according to Ad Age (2025). Its robust manufacturing platform also ranks the Company as one of the largest commercial printers in North America, according to Printing Impressions (2025).
Additionally, the Company continually strengthens its manufacturing operations through leading-edge technologies such as digital presses that enhance targeted print products; wide-web presses that maximize labor productivity; and advanced equipment and automation, including automated guided vehicles and robotic palletizers that support high-quality, low-cost production.
Additionally, the Company continually strengthens its manufacturing operations through leading-edge technologies such as digital presses that enhance targeted print products; wide-web presses that improve labor productivity; and advanced equipment and automation, including automated storage and retrieval systems and robotic guided vehicles and palletizers that support high-quality, low-cost production.
It combines a boutique agency approach with Quad’s production power to deliver high quality, culturally relevant creative at high volumes – all while maintaining a client’s individual brand integrity.
It combines a bespoke creative approach with Quad’s production power to deliver high quality, culturally relevant creative at high volumes – all while maintaining a client’s individual brand integrity.
His previous roles at Quad were Executive Vice President and Chief Financial Officer from January 2015 to December 2021; Vice President and Chief Financial Officer from March 2014 to January 2015; Vice President and Chief Accounting Officer from July 2010 to March 2014; Vice President and Corporate Controller from December 2009 to July 2010; and Corporate Controller from when he joined Quad in May 2009 to December 2009.
His previous roles at Quad were Executive Vice President and Chief Operating Officer from January 2022 to February 2026; Executive Vice President and Chief Financial Officer from January 2015 to December 2021; Vice President and Chief Financial Officer from March 2014 to January 2015; Vice President and Chief Accounting Officer from July 2010 to March 2014; Vice President and Corporate Controller from December 2009 to July 2010; and Corporate Controller from when he joined Quad in May 2009 to December 2009.
The Company believes this governing structure provides continued stability and flexibility to achieve its long-term strategic vision. • Risk Management: Led by an executive risk steering committee, Quad’s Enterprise Risk Management program strategically identifies potential risks to the business and conducts appropriate response planning.
The Company believes this governing structure provides continued stability and flexibility to achieve its long-term strategic vision. 13 Table of Contents • Risk Management: Led by an executive enterprise risk management (ERM) steering committee, Quad’s ERM program strategically identifies potential risks to the business and conducts appropriate response planning.
The fourth quarter is typically the highest seasonal quarter for cash flows from operating activities and Free Cash Flow due to the reduction of working capital requirements that reach peak levels during the third quarter. Seasonality is driven by increased catalogs and retail inserts primarily due to back-to-school and holiday-related advertising and promotions.
The fourth quarter is typically the highest seasonal quarter for cash flows from operating activities and Free Cash Flow due to the reduction of working capital requirements that historically reach peak levels during the third quarter. Seasonality is driven by increased direct mail, catalog and retail inserts volumes primarily due to back-to-school and holiday-related advertising and promotions.
The Company also has an international network of 17 studios to help brands create unique and ownable content through photography, motion, computer generated imagery (CGI), automated 3D scanning and audio recording for activation across every channel in the marketing mix.
The Company also has an international network of 14 studios to help brands create unique and ownable content through photography, motion, computer generated imagery (CGI), automated 3D scanning and audio recording for activation across every channel.
Governance starts at the highest level of the Company with oversight by the Board of Directors, which is responsible for minimizing risk while maximizing the effectiveness of Quad’s business strategy. Key tenets of Quad’s governance strategy include: • Family Leadership: As of January 31, 2025, the Quadracci family, through the Quad/Graphics, Inc.
Governance starts at the highest level of the Company with oversight by the Board of Directors, which is responsible for minimizing risk while maximizing the effectiveness of Quad’s business strategy. Key tenets of Quad’s governance strategy include: • Family Leadership: As of February 6, 2026, the Quadracci family, through the Quad/Graphics, Inc.
As of December 31, 2024, the Company had approximately 12,200 full-time equivalent (“FTE”) employees in the following geographies: Geographic Region Number of FTE Employees North America (Includes Mexico, Central America and the Caribbean) 9,800 Europe, Middle East and Africa 1,500 South America 700 Asia 200 By fostering a culture of empowerment in a welcoming environment, offering career growth and mentorship opportunities, and providing competitive pay and innovative benefits, Quad believes employees are more fully engaged in their day-to-day activities and produce better results for clients. • Employee Experience: The Company applies a holistic strategy to engage individuals throughout the employee lifecycle — from onboarding through career development and, ultimately, retirement.
As of December 31, 2025, the Company had approximately 10,100 full-time equivalent (“FTE”) employees in the following geographies: Geographic Region Number of FTE Employees North America (Includes Mexico, Central America and the Caribbean) 8,900 Europe, Middle East and Africa 400 South America 600 Asia 200 By fostering a culture of empowerment in a welcoming environment, offering career growth and mentorship opportunities, and providing competitive pay and innovative benefits, Quad believes employees are more fully engaged in their day-to-day activities and produce better results for clients. • Employee Experience: The Company applies a holistic strategy to engage individuals throughout the employee lifecycle — from onboarding through career development and, ultimately, retirement.
The Company’s many coordinated efforts are intended to create a productive and engaged workforce where employees are excited to come to work and contribute to Quad’s success, as well as promote Quad as an employer of choice in their communities. • Career Training and Growth: To maintain and engage its highly skilled workforce, the Company provides employees with educational tools and skills courses through an easy-to-use, on-demand learning platform.
These coordinated efforts are intended to create a productive 11 Table of Contents and engaged workforce where employees are excited to come to work and contribute to the Company’s success, as well as promote Quad as an employer of choice. • Career Training and Growth: To maintain and engage its highly skilled workforce, the Company provides employees with educational tools and skills courses through an easy-to-use, on-demand learning platform.
Quad tailors its solutions to each client’s objectives, driving cost efficiencies, improving speed to market, strengthening marketing effectiveness and delivering value on investments. Quad’s footprint spans 14 countries, with 86 global facilities inclusive of 38 manufacturing and distribution facilities.
Quad tailors its solutions to each client’s objectives, driving cost efficiencies, improving speed to market, strengthening marketing effectiveness and delivering value on investments. Quad’s footprint spans 10 countries, with 71 global facilities inclusive of 33 manufacturing and distribution facilities.
McKenna has served as Executive Vice President and Chief Administrative Officer since January 2022. He previously served as Senior Vice President of Sales Administration from August 2018 to January 2022; Vice President of Sales Administration from June 2013 to August 2018; and Product Planning Manager from March 2010 to June 2013. Prior to joining Quad, Mr. McKenna worked at J.S.
He previously served as Senior Vice President of Sales Administration from August 2018 to January 2022; Vice President of Sales Administration from June 2013 to August 2018; and Product Planning Manager from March 2010 to June 2013. Prior to joining Quad, Mr. McKenna worked at J.S.
Quad complements its production capabilities through its Managed Services offering. Applying its deep industry knowledge, expansive network and substantial purchasing power, Quad helps clients manage their operations the way it runs its own – with diligence, efficiency and highly competitive costs.
Quad complements its production capabilities through its Managed Services offering. Applying its deep industry knowledge and expansive network of trusted vendors, Quad helps clients manage their operations the way it runs its own – with diligence, efficiency and highly competitive costs.
Prior to joining Quad, Ms. Gruen was an associate at Foley & Lardner, Sonnenschein Nath & Rosenthal (now part of Dentons), and Seyfarth Shaw. Mr. Honan has served as Executive Vice President and Chief Operating Officer since January 2022.
Prior to joining Quad, Ms. Gruen was an associate at Foley & Lardner, Sonnenschein Nath & Rosenthal (now part of Dentons), and Seyfarth Shaw. Mr. Honan has served as President and Chief Operating Officer since February 2026.
Within its manufacturing operations, Quad benefits from managing several very large facilities (greater than one million square feet) that produce multiple product lines under one roof, which maximizes utilization of equipment and labor resources while also driving cost savings.
Within its manufacturing operations, Quad benefits from managing several very large facilities (greater than one million square feet) that produce multiple product lines under one roof, driving cost savings as the Company maximizes equipment utilization and labor resources.
Employees can discreetly report violations to the Code of Conduct through multiple easy-to-use channels, including a 24/7 anonymous Ethics and Compliance Hotline. • Supplier Code of Conduct: The Company maintains a Supplier Code of Conduct to ensure suppliers, vendors, contractors, consultants, agents and other providers of goods and services follow the Company’s policies related to business integrity, ethical labor and human rights practices, associate health and safety, and environmental management.
Employees can discreetly report violations of the Code of Conduct through multiple easy-to-use channels, including a 24/7 anonymous Ethics and Compliance Hotline. • Supplier Code of Conduct: The Company requires all suppliers, vendors, contractors, consultants, agents and other providers of goods and services worldwide to abide by Quad’s Supplier Code of Conduct to ensure they follow Company’s policies related to business integrity, anti-corruption and anti-bribery, ethical labor practices, human rights, associate health and safety, and environmental management.
Quadracci received a B.A. in Philosophy from Skidmore College in 1991. Mr. Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad and President of QuadMed, the brother-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Chief Human Resources Officer. Mr.
Quadracci received a B.A. in Philosophy from Skidmore College in 1991. Mr. Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad and Chief Executive Officer of QuadMed, a wholly owned subsidiary of the Company, the brother-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Quad’s Chief Human Resources Officer.
Quad is a leading partner with the United States Postal Service (USPS), mailing more than 5.9 billion pieces of marketing materials annually, which represents approximately 9.8% of the USPS’ yearly marketing mail and periodical volume.
Quad is a leading mailer with the United States Postal Service (USPS), mailing approximately 5.4 billion pieces of marketing materials annually, which represents approximately 9.1% of the USPS’ yearly marketing mail and periodical volume.
These same methodologies are applied to its selling, general and administrative functions. The Company continually works to lower its cost structure by consolidating manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics synergies by centralizing and consolidating print manufacturing volumes, and eliminating redundancies in its administrative and corporate operations.
The Company continually works to lower its cost structure by consolidating manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics synergies by centralizing and consolidating print manufacturing volumes, and eliminating redundancies in its administrative and corporate operations.
Quad believes that its focused efforts to be a high-quality, low-cost producer generates increased Free Cash Flow and allows the Company to maintain a strong balance sheet through debt reduction.
Quad believes that its focused efforts to be a high-quality, low-cost producer, will enable it to generate increased Free Cash Flow and allow the Company to maintain a strong balance sheet through debt reduction.
She previously served as Director - Corporate Controller of Quad from May 2016 until March 2017 and then as Executive Director and Chief Accounting Officer until January 2022. She joined Quad in September 2011, serving as Director of Corporate Accounting until May 2016. Prior to joining Quad, Ms.
Ms. Bauer has served as Vice President since January 2022 and Chief Accounting Officer since March 2017. She previously served as Director – Corporate Controller of Quad from May 2016 until March 2017 and then as Executive Director and Chief Accounting Officer until January 2022. She joined Quad in September 2011, serving as Director of Corporate Accounting until May 2016.
Each year, all employees take a suite of compliance trainings on topics that include the Code of Conduct, anti-harassment, conflict of interest, Customs-Trade Partnership Against Terrorism (C-TPAT), data privacy, Health Insurance Portability and Accountability Act of 1996 (HIPAA), information security, physical security, acceptable use policy for technology assets, and anti-bribery and anti-corruption.
Each year, 100% of employees are required to take a suite of compliance trainings on topics that include Quad’s Values, Code of Conduct, anti-harassment, conflicts of interest, Customs-Trade Partnership Against Terrorism (C-TPAT), Health Insurance Portability and Accountability Act of 1996 (HIPAA), data privacy and security, phish detection, physical security, acceptable use policy for technology assets, and anti-bribery and anti-corruption.
Department of Energy at some of its largest manufacturing plants, and participating in the State of Wisconsin’s Focus on Energy Program. 11 Table of Contents • Responsible Forestry : The Company maintains chain-of-custody certifications for sourcing materials from responsibly managed forests (i.e., Forest Stewardship Council®, Sustainable Forest Initiative, and Program for the Endorsement of Forest Certification) and partners with clients to increase certified paper usage.
Department of Energy’s Better Plants Program, taking part in the EPA SmartWay Program and participating in the State of Wisconsin’s Focus on Energy Program. • Responsible Forestry : The Company maintains chain-of-custody certifications for sourcing materials from responsibly managed forests (i.e., Forest Stewardship Council®, Sustainable Forest Initiative, and Program for the Endorsement of Forest Certification) and partners with clients to increase certified paper usage.
Postage is the most significant client cost to manufacture and deliver printed marketing materials, representing up to 70% of costs for some clients, and Quad believes that these high costs directly influence clients’ print and mail quantities.
Postal Optimization A continued focus of innovation and investment for Quad is geared toward addressing postage rate increases. Postage is the most significant client cost to manufacture and deliver printed marketing materials, representing up to 70% of costs for some clients, and Quad believes that these high costs directly influence clients’ print and mail quantities.
Key areas of innovation that differentiate Quad from its competitors include the following: Proprietary Data Stack Powered by its extensive print manufacturing business, Quad possesses a proprietary, household-based data stack that represents approximately 97% of the U.S. adult population and 92% of U.S. households.
Quad then strategically invests in the needed talent, technology and capabilities to activate these solutions. Key areas of innovation that differentiate Quad from its competitors include the following: Data and Audience Services Powered by its extensive print manufacturing business, Quad possesses a proprietary, household-based data stack that represents approximately 97% of the U.S. adult population and 92% of U.S. households.
Historically, compliance with these laws and regulations has not had a material adverse effect on the Company’s results of operations, financial position or cash flows. Compliance with existing or new environmental laws and regulations may require the Company to make future expenditures.
Historically, compliance with these laws and regulations has not had a material adverse effect on the Company’s results of operations, financial position or cash flows. Compliance with existing or new environmental laws and regulations may require the Company to make future expenditures. In addition to infusing environmentally conscious practices throughout its internal operations, the Company offers several client-facing sustainability solutions.
The price and availability of paper has been, and may continue to be, adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper, and ability to transport paper produced; and tariffs and trade restrictions.
The price and availability of paper has been, and may continue to be, adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper that are not usable by the Company in its operations (which a number of paper mills have done or are doing), and ability to transport paper produced; and tariffs and trade restrictions.
Accordingly, the Company can guide clients through every effort intended to drive an action, from consumer awareness and trust, to brand preference and purchase. Connected Solutions While the Company’s products and services are organized into distinct solutions suites, they are intentionally crafted to complement one another.
Accordingly, the Company can guide clients through every effort intended to drive an action, from consumer awareness and trust, to brand preference and purchase. Intentionally Connected Offerings While the Company’s products and services are organized into distinct solutions suites, they are intentionally designed to function together, creating a unified ecosystem that improves marketing performance for clients.
Staniak 52 Chief Financial Officer Kelly A. Vanderboom 50 Executive Vice President and Treasurer; Head of Agency Operations Mr. J. Joel Quadracci has been a director of Quad since 2003, its President since January 2005, its President and Chief Executive Officer since July 2006 and its Chairman, President and Chief Executive Officer since January 2010. Mr.
Vanderboom 51 Executive Vice President and Head of Agency Operations Mr. J. Joel Quadracci has been a director of Quad since 2003, its Chief Executive Officer since July 2006 and its Chairman and Chief Executive Officer since January 2010. He also served as President of Quad from January 2005 to February 2026. Mr.
In 2023 (the most recent year for which data has been tabulated), nearly 89% of all the Company’s printed products and packaging were sustainably sourced from certified third-party organizations. The Company benchmarks its environmental performance regularly to evaluate the effectiveness of current environmental management programs and to identify program areas that need improvement or need to be developed.
In 2024 (the most recent year for which data has been tabulated), 92.3% of the paper Quad purchased for its U.S. operations were responsibly sourced from third-party certified vendors. The Company benchmarks its environmental performance regularly to evaluate the effectiveness of current environmental management programs and to identify program areas that need improvement or need to be developed.
Since the majority of Americans have only one home address, and that address must be readable by a mail carrier to complete daily deliveries, Quad’s data stack ensures that insights are derived from real people, not bots, randomized device IDs or random email addresses.
The Company believes this household information is uniquely resilient to the industry headwinds impacting other data offerings. Because most Americans have only one home address, and that address must be readable by a mail carrier to complete daily deliveries, Quad’s data stack ensures that insights are derived from real people — not bots, randomized device IDs or untrustworthy email addresses.
Quad has more than 400 professionals embedded within approximately 50 client dedicated on-site and near-site teams. 7 Table of Contents Intentional Innovation Founded on the belief that there is always a better way to do business, Quad applies a disciplined approach to product development and innovation (PDI) that intentionally identifies needle-moving opportunities that can improve the Company’s revenue and margins.
Intentional Innovation Founded on the belief that there is always a better way to do business, Quad applies a disciplined approach to product development and innovation (PDI) that intentionally identifies needle-moving opportunities that can improve the Company’s revenue and margins.
The Company mitigates its risk through natural gas hedges when appropriate. In its logistic operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients. Information About Our Executive Officers The following table sets forth the names, ages (as of January 31, 2025) and positions of Quad’s executive officers.
In its logistic operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients. 15 Table of Contents Information About Our Executive Officers The following table sets forth the names, ages (as of February 18, 2026) and positions of Quad’s executive officers. Name Age Position J.
Beyond Quad itself, QuadMed provides worksite healthcare solutions nationally for approximately 30 employers of all sizes and across multiple industries, including private and public sector employers. ◦ The Company’s QLife Wellness program, which provides educational resources, interactive webinars and regular communications around physical, emotional, financial and social well-being topics.
Beyond Quad itself, QuadMed provides worksite healthcare solutions nationally for approximately 35 employers of all sizes and across multiple industries, including private and public sector employers. ◦ The Company’s QLife Wellness program, which provides educational resources, interactive webinars and regular communications around physical, emotional, financial and social well-being topics. • Bridging Strategy and People: Quad’s Business Resource Groups (BRGs) play a vital role in building community, fostering belonging, and supporting professional development within the Company.
Betty prides itself on being people obsessed, applying a combination of proprietary, client and third-party data to conduct in-depth research on consumer trends to help clients best define, design and position their brands and marketing efforts.
Betty prides itself on being people obsessed, applying a combination of proprietary, client and third-party data to conduct in-depth research on consumer trends to help clients best define, design and position their brands and marketing efforts. The agency’s integrated creative offering gives brand marketers the full range of services they need to drive growth in today’s crowded and competitive markets.
These priorities currently include increasing growth investments as an MX company to fuel net sales growth, maintaining low debt leverage to ensure long-term financial strength, and increasing return of capital to shareholders through dividends and share buybacks.
These priorities currently include increasing growth investments as an MX company to fuel net sales growth, maintaining low net debt leverage to ensure long-term financial strength, and increasing return of capital to shareholders through dividends and share repurchases. The Company’s disciplined financial approach and strong, trusted banking relationships allow it to maintain sufficient liquidity and to reduce refinancing risk.
This team structure simplifies marketing for clients and enables them to focus on what they do best: selling more products, services and/or content.
This structure simplifies marketing for clients and enables them to focus on what they do best: selling more products, services and/or content. Quad has professionals embedded within approximately 50 client-dedicated on-site and near-site teams.
The solution, powered by Quad’s print expertise and scalable solutions, supports weekly print runs. • Household Fusion™: This first-to-market mail packaging solution combines multiple pieces from different marketing or periodical mailers into a single package delivered to one address, resulting in incremental postage savings.
Co-mailing solutions are supported by other innovative postal solutions like Household Fusion, a first-to-market mail packaging solution that combines multiple pieces from different marketing or periodical mailers into a single package delivered to one address, resulting in incremental postage savings.
Mr. Golden serves on the board of directors of the National Epilepsy Foundation. Ms. Gruen has served as General Counsel, Corporate Secretary and Chief Risk & Compliance Officer since February 2023.
Ms. Currie serves on the board of directors of the Boys & Girls Club of Lake County, Illinois. 16 Table of Contents Ms. Gruen has served as General Counsel, Corporate Secretary and Chief Risk & Compliance Officer since February 2023.
Through timely, transparent communications, employees are kept well-informed and engaged in the Company’s culture and strategic direction. Quad’s open-door culture, along with regular surveys, offer multiple avenues for feedback to further enhance the employee experience. The Company’s various recognition programs provide motivation and a sense of purpose while helping employees understand the impact of their daily work.
Through timely, transparent communications, employees are kept well-informed and engaged in the Company’s culture and strategic direction. Quad’s open-door culture, along with regular surveys, offer multiple avenues for feedback to further enhance the employee experience. Leadership applies insights from this feedback to guide improvements in programs, communications and workplace experience.
Through its In-Store Connect retail media solution, Quad elevates the shopping experience in physical stores by helping brands deliver engaging messages and targeted promotions right at the shelf – a critical moment in the purchasing decision. 4 Table of Contents Industry and Competition With its one-of-a-kind integrated marketing platform, Quad competes in both the advertising and marketing services industry, and in the commercial printing industry.
Through its In-Store Connect retail media solution, Quad elevates the shopping experience in brick-and-mortar stores by helping brands deliver engaging messages and targeted promotions right at the shelf – a critical moment in the purchasing decision.
Its global network of photography and video production studios perform in-studio and on-location services – several of which operate directly within or near client facilities – and enable the agency to collaborate closely with clients to rapidly generate superior, scalable, on-brand content. Global Platform Quad’s Rise and Betty agencies are backed by global production resources that provide around-the-clock services.
Betty Studios transforms imaginative ideas into audio, photo, video and photorealistic 3D models. This network of photography and video production studios perform in-studio and on-location services – several of which operate directly within or near client facilities – and enables the agency to collaborate closely with clients to rapidly generate superior, scalable, on-brand content.
Environmental Quad seeks to operate in an environmentally responsible manner that better serves the environment and reflects the values of its clients and their customers.
Supporting community activities, initiatives and organizations also demonstrates the Company’s Values in action, which fosters pride and employee engagement. 12 Table of Contents Environmental Quad seeks to operate in an environmentally responsible manner that better serves the environment and reflects the values of its clients and their customers.
These services extend beyond print to packaging, in-store signage, branded goods and an array of other marketing services. Quad deploys on-site and near-site client-dedicated teams that integrate directly into a client’s internal marketing and purchasing departments. These teams fulfill critical execution roles ranging from content creation and creative production to purchase execution and marketing deployment across all channels.
A key component to its Managed Services offering is the on-site or near-site client-dedicated teams that Quad integrates directly with a client’s internal marketing and purchasing departments. These teams fulfill critical execution roles ranging from ideation to content creation, creative production, purchase execution and marketing deployment across all channels.
Quadracci worked at Edison International as a Project Manager, Workforce Management and Corporate Redeployment from 1992 to 1999. Mr. Quadracci is the first cousin of J. Joel Quadracci, Chairman, President and Chief Executive Officer of Quad, and Kathryn Quadracci Flores, M.D., a director of Quad and President of QuadMed. Mr. Staniak has served as Chief Financial Officer since January 2022.
Quadracci worked at Edison International as a Project Manager, Workforce Management and Corporate Redeployment from 1992 to 1999. Mr. Quadracci is the first cousin of J.
Quad currently has nine BRGs supporting women, military 9 Table of Contents veterans and their families, differently abled employees and caregivers, employees facing mental health challenges, the LGBTQIA+ community, Black employees, Hispanic / Latino employees, working parents, and employees of multicultural demographics.
Quad currently has nine BRGs, which are open to all employees and support varying communities including: supporting mental health awareness, multi-cultural and multifaith employees, women, military veterans and their families, working parents, differently abled employees and caregivers, Black employees, Hispanic/Latino employees, and the LGBTQIA+ community.
The Company’s offering includes advanced analytics and campaign measurement solutions like media mix and tactical media effectiveness models to gauge how all media across the marketing funnel are performing, providing data-backed guidance on how to incrementally optimize media spend. This full-service offering is housed under Rise, Quad’s media agency.
This level of transparency helps clients understand how all their media across the marketing funnel is performing and enables Quad to provide data-backed guidance on how to incrementally optimize media spend. This full-service offering is housed under Rise, Quad’s media agency.
This code also includes anti-corruption and anti-bribery policies. • Data Security: Quad continually updates and strengthens its information and data security program to address the fast-changing threat landscape and ensure proper oversight.
Suppliers and their associates can also report violations of the Company’s Code of Conduct or the Supplier Code through the Ethics and Compliance Hotline. • Data Security: Quad continually updates and strengthens its information and data security program to address the fast-changing threat landscape and ensure proper oversight.
Building Strong Communities The Company believes partnering with local communities creates a catalyst for movement and change, which benefits those outside of Quad’s walls while helping the Company maintain a positive reputation as the kind of business people choose to work for, do business with, invest in and call a true neighbor.
These efforts help the Company maintain a positive reputation as the kind of business that people choose to work for, do business with, invest in and call a true neighbor.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe United States federal and state healthcare laws and regulations that impact the QuadMed subsidiary business include, among others, those: (a) regarding privacy, security and transmission of individually identifiable health information; (b) prohibiting, among other things, soliciting, receiving or providing remuneration to induce the referral of an individual for an item or service or the purchasing or ordering of an item or service for which payment may be made under healthcare programs; (c) prohibiting, among other things, knowingly presenting or causing to be presented claims for payment from third-party payors that are false or fraudulent; and (d) prohibiting the corporate practice of medicine. 28 Table of Contents Risks Relating to Quad’s Common Stock Holders of class A common stock are not able to independently elect directors of the Company or control any of the Company’s management policies or business decisions because the holders of class A common stock have substantially less voting power than the holders of the Company’s class B common stock, all of which is owned by certain members of the Quadracci family or trusts for their benefit, whose interests may be different from the holders of class A common stock.
Biggest changeThe United States federal and state healthcare laws and regulations that impact the QuadMed subsidiary business include, among others, those: (a) regarding privacy, security and transmission of individually identifiable health information; (b) prohibiting, among other things, soliciting, receiving or providing remuneration to induce the referral of an individual for an item or service or the purchasing or ordering of an item or service for which payment may be made under healthcare programs; (c) prohibiting, among other things, knowingly presenting or causing to be presented claims for payment from third-party payors that are false or fraudulent; and (d) prohibiting the corporate practice of medicine.
These inherent risks include, among other things: failure to achieve all or any projected synergies, performance targets or other anticipated benefits of the acquisition, investment or divestiture; failure to successfully integrate the purchased operations, technologies, products or services and maintain uniform standard controls, policies and procedures; substantial unanticipated integration costs; loss of key employees, including those of an acquired business; diversion of management’s attention from other business concerns; failure to retain the clients of the acquired business; additional debt and/or assumption of known or unknown liabilities; potential dilutive issuances of equity securities; and a write-off of goodwill, client lists, other intangibles and amortization of expenses.
These inherent risks include, among other things: failure to achieve all or any projected synergies, performance targets or other anticipated benefits of the acquisition or investment; failure to successfully integrate the purchased operations, technologies, products or services and maintain uniform standard controls, policies and procedures; substantial unanticipated integration costs; loss of key employees, including those of an acquired business; diversion of management’s attention from other business concerns; failure to retain the clients of the acquired business; additional debt and/or assumption of known or unknown liabilities; potential dilutive issuances of equity securities; and a write-off of goodwill, client lists, other intangibles and amortization of expenses.
Many of the Company’s products are dependent upon a limited number of vendors, and the price and availability of inventory, parts and other materials, such as printing plates, could be adversely affected by supply chain disruptions, such as from labor pressures; tariffs, anti-dumping duties, and trade restrictions; distribution challenges; and macroeconomic conditions.
Many of the Company’s products are dependent upon a limited number of vendors, and the price and availability of inventory, parts and other materials, such as printing plates, could be adversely affected by supply-chain disruptions; labor pressures; tariffs, anti-dumping duties, and trade restrictions; distribution challenges; and macroeconomic conditions.
Macroeconomic conditions, including inflation and elevated interest rates, postal rate increases, tariffs, trade restrictions, cost pressures and the price and availability of paper, have had, and may continue to have, a negative impact on the Company’s business, financial condition, cash flows and results of operations.
Macroeconomic conditions, including elevated interest rates, postal rate increases, tariffs, trade restrictions, cost pressures and the price and availability of paper, have had, and may continue to have, a negative impact on the Company’s business, financial condition, cash flows and results of operations.
Complying with these various laws could cause the Company to incur substantial costs or require changes to the Company’s business practices in a manner adverse to the Company’s business. 27 Table of Contents Changes in the legal and regulatory environment or reporting requirements could limit the Company’s business activities, increase its operating costs, reduce demand for its products or result in litigation.
Complying with these various laws could cause the Company to incur substantial costs or require changes to the Company’s business practices in a manner adverse to the Company’s business. 29 Table of Contents Changes in the legal and regulatory environment or reporting requirements could limit the Company’s business activities, increase its operating costs, reduce demand for its products or result in litigation.
As a result of those reviews, the PRC authorized a five year rate-making structure that provides the USPS with additional pricing flexibility over the Consumer Price Index (“CPI”) cap, which has resulted in a substantially altered rate structure for mailers.
As a result of those reviews, the PRC authorized a five year rate-making structure that provides the USPS with additional pricing flexibility over the Consumer Price Index (CPI) cap, which has resulted in a substantially altered rate structure for mailers.
In addition to the financial covenants, the debt facilities also include certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. As of December 31, 2024, the Company was in compliance with all financial covenants in its debt agreements.
In addition to the financial covenants, the debt facilities also include certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. As of December 31, 2025, the Company was in compliance with all financial covenants in its debt agreements.
If QuadMed, a wholly-owned subsidiary of the Company, fails to comply with applicable healthcare laws and regulations, the Company could face substantial penalties, and its business, reputation, operations, prospects and financial condition of the Company’s subsidiary could be adversely affected.
If QuadMed, a wholly-owned subsidiary of the Company, fails to comply with applicable healthcare laws and regulations, the Company could face substantial penalties, and its business, reputation, operations, prospects and financial condition, and those of its subsidiary, could be adversely affected.
In certain circumstances, due primarily to factors such as freight rates and client preference for local services, printers with better access to certain regions of a given country may be preferred by clients in such regions. Some of the industries that the Company services have been subject to consolidation efforts, leading to a smaller number of potential clients.
In certain circumstances, due primarily to factors such as freight rates and client preference for local services, printers with better access to certain regions of a given country may be preferred by clients in such regions. 22 Table of Contents Some of the industries that the Company services have been subject to consolidation efforts, leading to a smaller number of potential clients.
If the Company is unable to hire and train sufficient numbers of personnel, the Company’s business would be adversely affected. Any shortage of available production personnel may also put a strain on the 21 Table of Contents Company’s ability to accept new work from client requests, including during the Company’s seasonally higher second half of the calendar year.
If the Company is unable to hire and train sufficient numbers of personnel, the Company’s business would be adversely affected. Any shortage of available production personnel may also put a strain on the Company’s ability to accept new work from client requests, including during the Company’s seasonally higher second half of the calendar year.
Due to the significantly underfunded status of the United States multiemployer plans and the potential increased contribution rates, the Company withdrew from participation in these multiemployer plans and has replaced these pension benefits with a Company-sponsored “pay as you go” defined contribution plan, which is historically the form of retirement benefit provided to the Company’s employees.
Due to the significantly underfunded status of the United States multiemployer plans and the potential increased contribution rates, the Company withdrew from participation in multiemployer plans and has replaced these pension benefits with a Company-sponsored “pay as you go” defined contribution plan, which is 28 Table of Contents historically the form of retirement benefit provided to the Company’s employees.
The Company’s revenue, operating income and cash flows are subject to cyclical and seasonal variations. The Company’s business is seasonal, with the Company recognizing the majority of its operating income in the second half of the calendar year, primarily as a result of the increased catalogs and retail inserts from back-to-school and holiday-related advertising and promotions.
The Company’s revenue, operating income and cash flows are subject to cyclical and seasonal variations. The Company’s business is seasonal, with the Company recognizing the majority of its operating income in the second half of the calendar year, primarily as a result of the increased direct mail, catalogs and retail inserts volume from back-to-school and holiday-related advertising and promotions.
If a more active trading market does not develop, shareholders may have difficulty selling any class A stock without negatively affecting the stock price, and thereby, losing a significant portion of their investment. Item 1B. Unresolved Staff Comments The Company has no unresolved staff comments to report pursuant to this item.
If a more active trading market does not develop, 31 Table of Contents shareholders may have difficulty selling any class A stock without negatively affecting the stock price, and thereby, losing a significant portion of their investment. Item 1B. Unresolved Staff Comments The Company has no unresolved staff comments to report pursuant to this item.
Decreases in demand for printing services caused by factors outside of the Company’s control, including the substitution of printed products with digital content, prior and any future recessions and other macroeconomic conditions, as well as significant downward pricing pressure, may continue to adversely affect the Company.
Decreases in demand for printing services caused by factors outside of the Company’s control, including the substitution of printed products with digital content, prior and any future recessions and other changes in macroeconomic conditions, as well as continued downward pricing pressure, may continue to adversely affect the Company.
Approximately 1,200 of the Company’s United States and international employees are covered by an industry wide agreement, a collective bargaining agreement or through a works council or similar arrangement.
Approximately 1,100 of the Company’s United States and international employees are covered by an industry wide agreement, a collective bargaining agreement or through a works council or similar arrangement.
Furthermore, if the smaller clients of the Company are consolidated with larger companies using other printing companies, the Company could lose its clients to competing printing companies. 20 Table of Contents The Company may not be able to reduce costs and improve its operating efficiency rapidly enough to meet market conditions.
Furthermore, if the smaller clients of the Company are consolidated with larger companies using other printing companies, the Company could lose its clients to competing printing companies. The Company may not be able to reduce costs and improve its operating efficiency rapidly enough to meet market conditions.
In addition to the reduce service standards, the USPS has also issued reduced service performance targets for 2025. Almost all letters and flats targets were reduced, some as much as 15% lower than 2024 targets (i.e. First Class Letters three to five day on time performance target was reduced from 90% down to 80%).
In addition to the reduced service standards, the USPS also issued reduced service performance targets for 2025. Almost all letters and flats targets were reduced, some as much as 15% lower than 2024 targets (e.g., First Class Letters three to five day on time performance target was reduced from 90% down to 80%).
Net sales from the Company’s wholly-owned subsidiaries outside of the United States accounted for approximately 13% and 14% of its consolidated net sales for the years ended December 31, 2024 and 2023, respectively . 22 Table of Contents As a result, the Company is subject to the risks inherent in conducting business outside of the United States, including, but not limited to: the impact of economic and political instability; tariffs and other trade barriers; trade restrictions and economic embargoes by the United States or other countries; fluctuations in currency values, foreign-currency exchange rates, devaluation and conversion restrictions; exchange control regulations and other limits on the Company’s ability to import raw materials or finished product; health concerns regarding infectious diseases; adverse weather or natural disasters; social unrest, acts of terrorism, force majeure, war or other armed conflicts; inflation and fluctuations in interest rates; language barriers; difficulties in staffing, training, employee retention and managing international operations; logistical and communications challenges; differing local business practices and cultural considerations; restrictions on the ability to repatriate funds; foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources; longer accounts receivable payment cycles; potential adverse tax consequences; and being subject to different legal and regulatory regimes that may preclude or make more costly certain initiatives or the implementation of certain elements of its business strategy.
Net sales from the Company’s wholly-owned subsidiaries outside of the United States accounted for approximately 8% and 13% of its consolidated net sales for the years ended December 31, 2025 and 2024, respectively . 25 Table of Contents As a result, the Company is subject to the risks inherent in conducting business outside of the United States, including, but not limited to: the impact of economic and political instability; tariffs and other trade barriers, the magnitude and extent of which can be volatile and uncertain; trade restrictions and economic embargoes by the United States or other countries; foreign-currency exchange rates, devaluation and conversion restrictions; exchange control regulations and other limits on the Company’s ability to import raw materials or finished product; health concerns regarding infectious diseases; adverse weather or natural disasters; social unrest, acts of terrorism, force majeure, war or other armed conflicts; inflation and fluctuations in interest rates; language barriers; difficulties in staffing, training, employee retention and managing international operations; logistical and communications challenges; differing local business practices and cultural considerations; restrictions on the ability to repatriate funds; foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources; longer accounts receivable payment cycles; potential adverse tax consequences; and being subject to different legal and regulatory regimes that may preclude or make more costly certain initiatives or the implementation of certain elements of its business strategy.
The Company and its facilities are subject to various consumer protection and privacy laws and regulations, and will become subject to additional laws and regulations in the future.
The Company, its offerings and its facilities are subject to various consumer protection, safety and privacy laws and regulations, and will become subject to additional laws and regulations in the future.
For instance, the Company was negatively impacted in 2024 by higher interest rates, the price and availability of paper, and postage rate increases, along with the previously described industry challenges. Demand for the Company’s products and services, in general, is highly related to general economic conditions in the markets the Company’s clients serve.
For instance, throughout 2024 and 2025, the Company was negatively impacted by elevated interest rates, volatility in the price and availability of paper, and postage rate increases, along with the previously described industry challenges. Demand for the Company’s products and services, in general, is highly related to general economic conditions in the markets the Company’s clients serve.
The majority of the plans’ assets are held in North American and global equity securities and debt securities. The asset allocation as of December 31, 2024, was approximately 22% equity securities and 78% debt securities. As of December 31, 2024, the Company had underfunded pension liabilities of $34.1 million for single employer defined benefit plans in the United States.
The majority of the plans’ assets are held in North American and global equity securities and debt securities. The asset allocation as of December 31, 2025, was approximately 22% equity securities and 78% debt securities. As of December 31, 2025, the Company had underfunded pension liabilities of $22.6 million for single employer defined benefit plans in the United States.
The impacts of overcapacity, as well as intense competition, have led to the Company experiencing significant downward pricing pressures for printing services in recent years and such pricing may continue to decline from current levels.
The impacts of overcapacity, as well as intense competition, have led to continued downward pricing pressures for printing services in recent years and such pricing may continue to decline from current levels.
Borrowing from lenders who elected to not extend the maturity date will mature on November 2, 2026, whereas borrowing from lenders who elected to extend the maturity date matures on October 18, 2029. As of December 31, 2024, the borrowings outstanding under the Senior Secured Credit Facility were $360.8 million. The Company’s various lending arrangements include certain financial covenants.
Borrowing from lenders who elected to not extend the maturity date, will mature on November 2, 2026, whereas borrowing from lenders who elected to extend the maturity date, will mature on October 18, 2029. As of December 31, 2025, the borrowings outstanding under the Senior Secured Credit Facility were $357.7 million. The Company’s various lending arrangements include certain financial covenants.
The Company may not be able to utilize deferred tax assets to offset future taxable income. As of December 31, 2024, the Company had deferred tax assets, net of valuation allowances, of $66.9 million. The Company expects to utilize the deferred tax assets to reduce consolidated income tax liabilities in future taxable years.
The Company may not be able to utilize deferred tax assets to offset future taxable income. As of December 31, 2025, the Company had deferred tax assets, net of valuation allowances, of $57.5 million. The Company expects to utilize the deferred tax assets to reduce consolidated income tax liabilities in future taxable years.
As of January 31, 2025, approximately 93% of the outstanding class B stock was held of record by the Quad Voting Trust, and that constitutes approximately 72% of the Company’s total voting power. The trustees of the Quad Voting Trust have the authority to vote the stock held by the Quad Voting Trust.
As of February 6, 2026, approximately 93% of the outstanding class B stock was held of record by the Quad Voting Trust, and that constitutes approximately 72% of the Company’s total voting power. The trustees of the Quad Voting Trust have the authority to vote the stock held by the Quad Voting Trust.
Risks Relating to Quad’s Business, Operations and Industry The Company’s transformation to a marketing experience company increases the complexity of the Company’s business, and if the Company is unable to successfully adapt its marketing offerings and business processes as required by new markets and technologies, such as artificial intelligence, the Company will be at a competitive disadvantage and its ability to grow will be adversely affected.
Risks Relating to Quad’s Business, Operations and Industry The Company’s transformation to a marketing experience company increases the complexity of the Company’s business, and if the Company is unable to successfully adapt its marketing offerings and business processes to the requirements of new markets, the Company will be at a competitive disadvantage and its ability to grow will be adversely affected.
In addition to the single employer defined benefit plans described above, the Company has previously participated in multiemployer pension plans (“MEPPs”) in the United States, including the Graphic Communications International Union - Employer Retirement Fund (“GCIU”) and the Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund (“GCC”).
In addition to the single employer defined benefit plans described above, the Company has previously participated in multiemployer pension plans (“MEPPs”) in the United States, including the Graphic Communications International Union - Employer Retirement Fund (“GCIU”).
Although these clauses generally mitigate paper price risk, higher paper prices and tight paper supplies, as well as changes in the United States import or trade regulations, may have an impact on client demand for printed products.
Although these clauses generally mitigate certain paper price risks, higher paper prices and reduced paper supplies, as well as availability and changes in the United States import or trade regulations, may have an affect on client demand for printed products.
The media landscape is experiencing rapid change due to the impact of digital media and content on printed products.
The media landscape continues to undergo rapid change due to the impact of digital media and content on printed products.
If the Company passes along increases in the cost of paper and the price of the Company’s products and services increases as a result, client demand could be adversely affected, and thereby, negatively impact the Company’s financial performance.
If the Company passes along increases in the cost of freight, fuel and energy, and the price of the 21 Table of Contents Company’s products and services increases as a result, client demand could be adversely affected, and thereby, in turn, negatively impact the Company’s financial performance.
If the Company fails to identify, manage, complete and integrate acquisitions, investment opportunities or other significant transactions, as well as identify and execute strategic divestitures, it may adversely affect the Company’s future results and ability to implement its business strategy.
Any such reduction or loss of work could adversely affect the Company’s results of operations and financial condition. If the Company fails to identify, manage, complete and integrate acquisitions, investment opportunities or other significant transactions, as well as identify and execute strategic divestitures, it may adversely affect the Company’s future results and ability to implement its business strategy.
Although historically the Company generally has not experienced significant difficulty in obtaining adequate quantities of paper, continued decline in suppliers, changes in United States import or trade regulations, paper mills’ reduction of graphic paper production capacity in favor of other product lines, or other developments in the overall paper markets could result in a decrease in the supply of paper and could adversely affect the Company’s revenues or profits.
Although historically the Company generally has not experienced significant difficulty in obtaining adequate quantities of paper, continued supplier consolidations, changes in United States import or trade regulations, reductions of graphic paper production capacity, or other developments in the overall paper markets could result in decreased supply and could adversely affect the Company’s revenues or profits.
The revised rate authority that is effective as a result of the rules issued by the PRC includes a higher overall rate cap on the USPS’ ability to increase rates from year to year. The USPS has used these additional rate authorities to implement twice a year increases.
The revised rate authority that is effective as a result of the rules issued by the PRC includes a higher overall rate cap on the USPS’ ability to increase rates from year to year.
The Company’s financial condition may be affected by the outcome of pending and future litigation, claims, investigations, legal and administrative cases and proceedings, whether civil or criminal, or lawsuits by governmental agencies or private parties.
Legal and Regulatory Risks Unfavorable outcomes in legal proceedings could result in substantial costs and may harm the Company’s financial condition. The Company’s financial condition may be affected by the outcome of pending and future litigation, claims, investigations, legal and administrative cases and proceedings, whether civil or criminal, or lawsuits by governmental agencies or private parties.
In periods of high demand, certain paper grades have been in short supply, including grades used in the Company’s business. In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of clients. Additionally, the declining number of paper suppliers has resulted in a contraction in the overall paper manufacturing industry.
In periods of high demand, certain paper grades have been in short supply, including grades used in the Company’s business. In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of clients.
As of December 31, 2024, the Company had the following long-lived assets on its consolidated balance sheet included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K: (a) property, plant and equipment of $499.7 million; (b) goodwill of $100.3 million; and (c) other intangible assets, primarily representing the value of customer relationships acquired, of $7.2 million. 25 Table of Contents As of December 31, 2024, these assets represented approximately 47% of the Company’s total assets.
As of December 31, 2025, the Company had the following long-lived assets on its consolidated balance sheet included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K: (a) property, plant and equipment of $461.6 million; (b) goodwill of $107.6 million; and (c) other intangible assets, primarily representing the value of customer relationships acquired, of $13.7 million.
There can be no assurance whether the strategic benefits and expected financial impact of any divestitures will be achieved. 23 Table of Contents Financial Risks The Company may be required to make capital expenditures to sustain and grow its platforms and processes, as well as make investments in the development and implementation of new systems, client technology, product technology, marketing and talent in order to keep pace with industry developments, client expectations, and to remain technologically and economically competitive.
Financial Risks The Company may be required to make capital expenditures to sustain and grow its platforms and processes, as well as make investments in the development and implementation of new systems, client technology, product technology, marketing and talent in order to keep pace with industry developments, client expectations, and to remain technologically and economically competitive.
The distribution channels of print products and services, including the newspaper industry, face significant competition from other sources of news, information and entertainment content delivery. If overall distribution channels, including newspaper distribution channels, continue to decline, the Company’s clients may be adversely impacted by the lack of access to cost effective distribution of their advertising materials.
The fragility of and decline in overall distribution channels may adversely impact clients’ access to cost effective distribution of their advertising materials, and therefore may adversely impact the Company’s business. The distribution channels of print products and services, including the newspaper industry, face significant competition from other sources of news, information and entertainment content delivery.
In turn, this decline in cost effective distribution channels may force clients to use other avenues of distribution that may be at significantly higher cost, which may decrease demand for the Company’s products and services, and thus adversely affect the Company’s financial condition, results of operations and cash flows.
In turn, this decline in cost effective distribution channels may force clients to use other avenues of distribution that may be at significantly higher cost, which may decrease demand for the Company’s products and services, and thus adversely affect the Company’s financial condition, results of operations and cash flows. 23 Table of Contents Failure to attract and retain qualified talent across the enterprise could materially adversely affect the Company’s business, competitive position, financial condition and results of operations.
This contraction of suppliers may cause overall supply issues, may cause certain paper grades to be in short supply or unavailable, and may cause paper prices to substantially increase.
The declining number of paper suppliers may cause certain paper grades to be in short supply or unavailable, and may cause paper prices to substantially increase.
In addition, in the future, the Company may be required to record a valuation allowance against the deferred tax assets if the Company believes it is unable to utilize them, which would have an adverse effect on the Company’s results of operations and financial position. 26 Table of Contents Legal and Regulatory Risks Unfavorable outcomes in legal proceedings could result in substantial costs and may harm the Company’s financial condition.
In addition, in the future, the Company may be required to record a valuation allowance against the deferred tax assets if the Company believes it is unable to utilize them, which would have an adverse effect on the Company’s results of operations and financial position.
On April 28, 2014, and as last amended on October 18, 2024, the Company entered into a senior secured credit facility (the “Senior Secured Credit Facility,”) which currently includes two different loan facilities: a $360.8 million Term Loan A and a $324.6 million revolving credit facility.
On April 28, 2014, and as last amended on August 20, 2025, the Company entered into a senior secured credit facility (the “Senior Secured Credit Facility,”) which currently includes two different loan facilities: a $357.7 million Term Loan A and a $339.6 million revolving credit facility.
The price and availability of paper may also be adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper (which a number of paper mills have done or are doing), and ability to transport paper produced; and tariffs and trade restrictions.
The price and availability of paper may also be adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper that are not usable by or as efficient for the Company in its operations (which a number of paper mills have done or are doing), transportation constraints; and tariffs and trade restrictions.
Moreover, unauthorized parties may attempt to access the Company’s systems or facilities, or the systems of the Company’s clients or vendors, through fraud or deception. In the event and to the extent that a data breach, ransomware attack or other cyber incident occurs, such breach could have an adverse effect on the Company’s business and results of operations.
In the event and to the extent that a data breach, ransomware attack or other cyber incident occurs, such breach could have an adverse effect on the Company’s business and results of operations.
In addition, new and enhanced technologies, including artificial intelligence, search, web and infrastructure computing services, digital content, and electronic devices, may affect clients. The internet facilitates competitive entry and comparison shopping, and the reliance on digital retailing may reduce clients’ volume. Any such reduction or loss of work could adversely affect the Company’s results of operations and financial condition.
In addition, new and enhanced technologies, including artificial intelligence, search, web and infrastructure computing services, digital content, and electronic devices, may affect clients. The internet facilitates 24 Table of Contents competitive entry and comparison shopping, and the reliance on digital retailing may reduce clients’ volume.
As of January 31, 2025, the class B stock constitutes approximately 78% of the Company’s total voting power.
As of February 6, 2026, the class B stock constitutes approximately 78% of the Company’s total voting power.
In general, the development of new communication channels inside and outside the printing and media solutions industry requires the Company to anticipate and respond to the varied and continually changing demands of clients. The Company may not be able to accurately predict technological trends or the success of new services in the market.
In general, the development of new communication channels inside and outside the printing and media solutions industry requires the Company to anticipate and respond to the varied and continually changing demands of clients.
Proposals under consideration include requiring climate- and emissions-related disclosures and limitations on the amount of greenhouse gas that can be emitted together with systems of trading allowed emissions capacities. The impacts of such proposals could have a material adverse impact on the Company’s financial condition and results of operations.
Proposals under consideration include requiring climate- and emissions-related disclosures and limitations on the amount of greenhouse gas that can be emitted together with systems of trading allowed emissions capacities.
The Company may be unable to achieve labor productivity targets, to retain employees or labor may not be adequately available in locations in which the Company operates, which could negatively impact the Company’s financial performance. Freight rates and fuel costs also represent a significant component of the Company’s cost structure.
The Company may be unable to achieve labor productivity targets or retain employees, or labor may not be adequately available in locations in which the Company operates, which could negatively impact the Company’s financial performance.
In addition, the Company’s transformation to a marketing experience company is partially dependent upon the Company’s continued ability to identify and execute strategic divestiture opportunities to generate cash and related benefits.
In addition, the Company’s transformation to a marketing experience company is partially dependent upon the Company’s continued ability to identify and execute strategic divestiture opportunities to generate cash and related benefits. There can be no assurance whether the strategic benefits and expected financial impact of any divestitures will be achieved.
Continuing or worsening inflation and/or tariffs and trade restrictions may have a material adverse impact on the Company’s business, financial condition, cash flows and/or results of operations.
The Company may not be able to fully mitigate the negative impact of continued elevated costs, tariffs and trade restrictions through price increases. Continuing or worsening inflation and/or tariffs and trade restrictions may have a material adverse impact on the Company’s business, financial condition, cash flows and/or results of operations.
The Company believes the continued use of all available rate authority by the USPS will continue to increase the potential volume declines as rate predictability with respect to cost is no longer known for mailers.
Further, in January 2026, the PRC issued a final rule that restricts the USPS to one price change a year from 2026 to 2030. The Company believes the continued use of all available rate authority by the USPS will continue to increase the potential volume declines as rate predictability with respect to cost is no longer known for mailers.
An other than temporary decline in operating results and enterprise value could lead to non-cash impairment charges due to the impairment of property, plant and equipment, goodwill and other intangible assets. The Company has a material amount of property, plant, equipment, goodwill and other intangible assets on its balance sheet, due in part to acquisitions.
The Company has a material amount of property, plant, equipment, goodwill and other intangible assets on its balance sheet, due in part to acquisitions.
Postal costs are a significant component of the cost structures of many of the Company’s clients and potential clients. Postal rate changes and USPS regulations that result in higher overall costs can influence the volume that these clients will be willing to print and ultimately send through the USPS.
Postal rate changes and USPS regulations that result in higher overall costs can influence the volume that these clients will be willing to print and ultimately send through the USPS. 19 Table of Contents Integrated distribution with the USPS is an important component of the Company’s business.
As of December 31, 2024, the Company has recorded in its financial statements a pre-tax withdrawal liability for all United States MEPPs of $21.5 million in the aggregate. The Company is scheduled to make payments to the GCIU until April 2032 and made its final payment to the GCC in February 2024.
As of December 31, 2025, the Company has recorded in its financial statements a pre-tax withdrawal liability for the GCIU plan of $19.3 million in the aggregate. The Company is scheduled to make payments to the GCIU until April 2032.
If the Company does not successfully manage the increased workflow, necessary increases in paper and ink inventory, production capacity flows and other business elements during these high seasons of activity, this seasonality could adversely affect the Company’s cash flows and results of operations.
If the Company does not successfully manage the increased workflow, necessary increases in paper and ink inventory, production capacity flows and other business elements during these high seasons of activity, this seasonality could adversely affect the Company’s cash flows and results of operations. 27 Table of Contents An other than temporary decline in operating results and enterprise value could lead to non-cash impairment charges due to the impairment of property, plant and equipment, goodwill and other intangible assets.
Continued consumer acceptance of such digital media, as an alternative to print materials, is uncertain and difficult to predict and may decrease the demand for the Company’s printed products, result in reduced pricing for its printing services and additional excess capacity in the printing industry, and adversely affect the results of the Company’s operations. 17 Table of Contents The Company may be adversely affected by increases in its operating costs, including the cost and availability of raw materials (such as paper, ink components and other materials), inventory, parts for equipment, labor, fuel and other energy costs and freight rates.
Continued consumer acceptance of such digital media, as an alternative to print materials, is uncertain and difficult to predict and may decrease the demand for the Company’s printed products, result in reduced pricing for its printing services and additional excess capacity in the printing industry, and adversely affect the results of the Company’s operations.
Increases in wages, salaries and the cost of medical, dental, pension and other post-retirement benefits have in the past and may continue to impact the Company’s financial performance.
Increases in wages, salaries and the cost of medical, dental, workers’ compensation, pension and other post-retirement benefits have in the past impacted and may continue to impact the Company’s financial performance. Changes in interest rates, investment returns or the regulatory environment may impact the Company’s required contributions and the solvency of its pension plan.
Accordingly, for so long as the Company is a controlled company, holders of class A stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE. 29 Table of Contents Currently, there is a limited active market for Quad’s class A common stock and, as a result, shareholders may be unable to sell their class A common stock without losing a significant portion of their investment.
Accordingly, for so long as the Company is a controlled company, holders of class A stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE.
While the Company currently expects to be in compliance in future periods with all of the financial covenants, there can be no assurance that these covenants will continue to be met.
While the Company currently expects to be in compliance in future periods with all of the financial covenants, there can be no assurance that these covenants will continue to be met. The Company’s failure to maintain compliance with the covenants could prevent the Company from borrowing additional amounts and could result in a default under any of the debt agreements.
The result may be reduced demand for printed products as clients may move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers.
The result may be reduced demand for printed products as clients may move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers. The USPS launched a new Marketing Mail Catalog promotion, which offers a 10% discount on postage for any mail pieces that meet the USPS definition of a catalog.
This will continue to lead to price spikes for mailers and may also reduce the incentive for the USPS to continue to take out costs and instead continue to rely on postage to cover the costs of an outdated postal service that does not reflect the industry’s ability or willingness to pay.
This will continue to lead to price spikes for mailers and may also reduce the incentive for the USPS to continue to take out costs and instead continue to rely on postage increases in its attempt to cover its costs.
The price and availability of ink and ink components may be adversely affected by the availability of component raw materials, labor and transportation, as well as by tariffs and trade restrictions. Approximately half of the paper used by the Company is supplied directly by its clients.
The price and availability of ink and ink components may be adversely affected by similar factors, including the availability of component raw materials, labor and transportation, as well as tariffs and trade restrictions. Due to the significance of paper in the Company’s print business, the Company is dependent on the availability of paper.
The Company assesses impairment of property, plant and equipment, goodwill and other intangible assets based upon the expected future cash flows of the respective assets. These valuations include management’s estimates of sales, profitability, cash flow generation, capital structure, cost of debt, interest rates, capital expenditures and other assumptions.
These valuations include management’s estimates of sales, profitability, cash flow generation, capital structure, cost of debt, interest rates, capital expenditures and other assumptions.
Given the significant amount of concern that has been expressed by the mailing industry, in April 2024, the PRC opened a proceeding to start the next rate system review, which is still underway.
Given the significant amount of concern that has been expressed by the mailing industry, in April 2024, the PRC opened a proceeding to start the next rate system review, which includes a phased approach of proposing changes to improve rate predictability. The USPS did not implement a Market Dominant product price increase for January 2025.
These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of political, economic or social events, such as the election of the new administration. Such regulatory environment changes may include changes in taxation requirements, accounting and disclosure standards, immigration laws and policy, environmental laws, and requirements of United States and foreign occupational health and safety laws.
Such regulatory environment changes may include changes in taxation requirements, accounting and disclosure standards, immigration laws and policy, environmental laws, trade policy, and requirements of United States and foreign occupational health and safety laws.
As the Company continues to expand its integrated marketing platform, the overall complexity of the Company’s business continues to increase and the Company continues to become subject to different market dynamics. The new markets into which the Company is expanding, or may expand, may have different characteristics from the markets in which the Company historically competed.
As the Company continues to expand its integrated marketing platform, the overall complexity of the Company’s business continues to increase and the Company continues to become subject to different market dynamics than those historically characterized by the Company’s print-focused operations.
If the Company is unable to continue to pass along increases in the cost of paper to its clients, future increases in paper costs would adversely affect its margins and profits. Due to the significance of paper in the Company’s print business, it is dependent on the availability of paper.
If the Company is unable to continue to pass along increases in the cost of paper to its clients, future increases in paper costs would adversely affect its margins and profits. Similar challenges may arise with respect to increases in ink, labor, energy, freight and other operating costs.
The Company is a controlled company within the meaning of the rules of the New York Stock Exchange (“ NYSE ”) and, as a result, it relies on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
Failure to comply with these or other healthcare requirements could result in significant penalties, investigations, service disruptions, contractual liabilities or reputational harm, any of which could adversely affect QuadMed’s results of operations. 30 Table of Contents Risks Relating to Quad’s Common Stock The Company is a controlled company within the meaning of the rules of the New York Stock Exchange (“ NYSE ”) and, as a result, it relies on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
These different characteristics may include, among other things, demand volume requirements, demand seasonality, product generation development rates, client concentrations and performance and compatibility requirements. The Company’s failure to make the necessary adaptations to its business model to address these different characteristics, complexities and new market dynamics could adversely affect the Company’s operating results.
These different characteristics may include, among other things, demand volume requirements, demand seasonality, product generation development rates, client concentrations and performance and compatibility requirements.
The Company may not be able to fully pass on to clients the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices result in higher manufacturing costs for certain of its operations. 18 Table of Contents Labor represents a significant component of the cost structure of the Company.
The Company may not be able to fully pass on to clients the impact of higher supply-chain prices or higher electric and natural-gas energy prices on its manufacturing costs, and increases in these items would adversely impact the Company’s margins and financial performance.
In addition, the Company may not be able to resell waste paper and other by-products or the prices received for their sale may decline substantially. The Company is dependent upon the vendors within the Company’s supply chain to maintain a steady supply of inventory, parts for equipment and other materials.
The Company is dependent upon the vendors within its supply chain to maintain a steady supply of inventory, equipment parts and other materials.
The Company’s debt facilities include various covenants imposing restrictions that may affect the Company’s ability to operate its business.
The Company may not be able to accurately predict technological trends or the success of new services in the market. 26 Table of Contents The Company’s debt facilities include various covenants imposing restrictions that may affect the Company’s ability to operate its business.
The USPS offers “work-share” discounts that provide incentives to co-mail and place product as far down the mail-stream as possible. Discounts are earned as a result of less handling of the mail, and therefore, lower costs for the USPS. As a result, the Company has made substantial investments in co-mailing technology and equipment to ensure clients benefit from these discounts.
The PRC also refined some rules around work-share discounts that will keep these discounts more closely aligned with the costs avoided and provide incentives to co-mail and place product as far down the mail-stream as possible. Discounts are earned as a result of less handling of the mail, and therefore, lower costs for the USPS.
The Company may not be able to fully pass on to clients the impact of higher supply chain prices on its manufacturing costs. Under current market conditions, it is possible that one or more of the Company’s vendors will be unable to fulfill their operating obligations due to financial hardships, liquidity issues or other reasons.
Under current market conditions, it is possible that one or more of the Company’s vendors will be unable to fulfill their obligations due to financial hardship, liquidity issues or other operational pressures. Labor represents a significant component of the Company’s cost structure.
Complying with these various laws could cause the Company to incur substantial costs or require changes to the Company’s business practices in a manner adverse to the Company’s business. The fragility of and decline in overall distribution channels may adversely impact clients’ access to cost effective distribution of their advertising materials, and therefore may adversely impact the Company’s business.
Complying with these various laws could cause the Company to incur substantial costs or require changes to the Company’s business practices in a manner adverse to the Company’s business, including through business interruption, loss or corruption of data, or damage to client relationships.
If the incentives to co-mail are decreased by USPS regulations, the overall cost to mail printed products will increase and may result in print volumes declining. Federal statute requires the PRC to conduct reviews of the overall rate-making structure for the USPS to ensure funding stability.
As a result, the Company has made substantial investments in co-mailing technology and equipment to ensure clients benefit from these discounts. If the incentives to co-mail are decreased by USPS regulations, the overall cost to mail printed products will increase and may result in print volumes declining.
In addition, with rapid changes in technology affecting the marketing and advertising industry, including generative artificial intelligence, the Company may not accurately predict trends, identify use cases, adapt its marketing offerings and business processes, or make the technological adaptations or investments necessary to stay competitive in these new markets.
Technology relevant to the Company’s marketing and advertising solutions continues to evolve at a rapid pace, including advancements in automation, data analytics, and artificial intelligence. The Company may not be able to accurately predict emerging trends, identify appropriate use cases, or make the technological adaptations or investments necessary to remain competitive.
If the Company passes along increases in the cost of freight and fuel and the price of the Company’s products and services increases as a result, client demand could be adversely affected, and thereby, negatively impact the Company’s financial performance. Changes in postal rates, postal regulations and postal services may adversely impact clients’ demand for print products and services.
Changes in postal rates, postal regulations and postal services may adversely impact clients’ demand for print products and services. Postal costs are a significant component of the cost structures of many of the Company’s clients and potential clients.
Integrated distribution with the USPS is an important component of the Company’s business. Any material change in the current service levels provided by the postal service could impact the demand that clients have for print services. In September 2024, the USPS held a pre-filing conference to further reduce service standards.
Any material change in the current service levels provided by the postal service could impact the demand that clients have for print services. In 2025, the USPS significantly reduced their service standards with the first phase of changes taking effect on April 1, 2025, and the second phase taking effect on July 1, 2025.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThird-Party Risk Management The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
Biggest changeIncident Response and Recovery Planning The Company has established and maintains comprehensive incident response and recovery plans that fully address the Company’s response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis. 32 Table of Contents Third-Party Risk Management The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected or are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition.
Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected or are not reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.
The Company’s CEO, CFO and General Counsel, Corporate Secretary and Chief Risk & Compliance Officer each hold degrees in their respective fields, and each have over 20 years of experience managing risks at the Company or at similar companies, including risks arising from cybersecurity threats.
The Company’s CEO, CFO and General Counsel, Corporate Secretary and Chief Risk & Compliance Officer each hold degrees in their respective fields, and each have 33 Table of Contents over 20 years of experience managing risks at the Company or at similar companies, including risks arising from cybersecurity threats.
Through ongoing communications with these teams, the Executive Director of Information Security & Compliance monitors the prevention, detection, mitigation and remediation of cybersecurity 31 Table of Contents threats and incidents in real time and reports such threats and incidents to the Audit Committee and Board when appropriate.
Through ongoing communications with these teams, the Executive Director of Information Security & Compliance monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee and Board when appropriate.
Technical Safeguards The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality 30 Table of Contents and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
Technical Safeguards The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
Removed
Incident Response and Recovery Planning The Company has established and maintains comprehensive incident response and recovery plans that fully address the Company’s response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table lists the Company’s operating locations with manufacturing facilities totaling over 500,000 square feet as of December 31, 2024: Locations Square Feet Property Type Segment Lomira, Wisconsin, United States 2,174,000 Owned United States Print and Related Services Sussex, Wisconsin, United States 1,971,000 Owned United States Print and Related Services Martinsburg, West Virginia, United States 1,740,000 Owned United States Print and Related Services Hartford, Wisconsin, United States 1,682,000 Owned United States Print and Related Services West Allis, Wisconsin, United States 913,000 Leased United States Print and Related Services The Rock, Georgia, United States 797,000 Owned United States Print and Related Services Wyszkow, Poland (1) 709,000 Owned International ______________________________ (1) As of December 31, 2024, the Company has classified its European operations as held for sale.
Biggest changeThe following table lists the Company’s operating locations with manufacturing facilities totaling over 500,000 square feet as of December 31, 2025: Locations Square Feet Property Type Segment Lomira, Wisconsin, United States 2,174,000 Owned United States Print and Related Services Martinsburg, West Virginia, United States 1,740,000 Owned United States Print and Related Services Sussex, Wisconsin, United States 1,717,000 Owned United States Print and Related Services Hartford, Wisconsin, United States 1,682,000 Owned United States Print and Related Services West Allis, Wisconsin, United States 913,000 Leased United States Print and Related Services The Rock, Georgia, United States (1) 797,000 Owned United States Print and Related Services ______________________________ (1) The Rock, Georgia facility was announced for closure on December 16, 2025.
Item 2. Properties Quad’s corporate office is located in Sussex, Wisconsin. The Company owned or leased 86 facilities located in 14 countries including manufacturing operations, warehouses and office space totaling approximately 15,969,000 square feet, of which approximately 11,461,000 is owned space and approximately 4,508,000 is leased space as of December 31, 2024.
Item 2. Properties Quad’s corporate office is located in Sussex, Wisconsin. The Company owned or leased 71 facilities located in 10 countries including manufacturing operations, warehouses and office space totaling approximately 14,014,000 square feet, of which approximately 9,700,000 is owned space and approximately 4,314,000 is leased space as of December 31, 2025.
Within the United States Print and Related Services segment, the Company operated 32 owned or leased manufacturing facilities, encompassing approximately 13,316,000 square feet as of December 31, 2024. Within the International segment, the Company operated 6 owned or leased manufacturing facilities, encompassing approximately 1,552,000 square feet as of December 31, 2024.
Within the United States Print and Related Services segment, the Company operated 28 owned or leased manufacturing facilities, encompassing approximately 12,184,000 square feet as of December 31, 2025. Within the International segment, the Company operated 5 owned or leased manufacturing facilities, encompassing approximately 843,000 square feet as of December 31, 2025.
Removed
For more information on the European operations assets classified as held for sale, refer to Note 22, “Assets Held for Sale.”

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFor additional information, see Note 9, “Commitments and Contingencies — Litigation,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 32 Table of Contents PART II
Biggest changeFor additional information, see Note 9, “Commitments and Contingencies — Litigation,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 34 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 32 Part II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 55 Item 8. Financial Statements and Supplementary Data 58
Biggest changeItem 4. Mine Safety Disclosures 34 Part II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8. Financial Statements and Supplementary Data 61

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized For Issuance Under Equity Compensation Plans See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report on Form 10-K for certain information regarding the Company’s equity compensation plans. 33 Table of Contents Information about the Company’s repurchases of its class A common stock during the three months ended December 31, 2024, was as follows: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 1, 2024 to October 31, 2024 — — — $ 77,507,158 November 1, 2024 to November 30, 2024 — — — 77,507,158 December 1, 2024 to December 31, 2024 — — — 77,507,158 Total — — ______________________________ (1) Represents shares of the Company’s class A common stock.
Biggest changeSecurities Authorized For Issuance Under Equity Compensation Plans See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report on Form 10-K for certain information regarding the Company’s equity compensation plans. 35 Table of Contents Information about the Company’s repurchases of its class A common stock during the three months ended December 31, 2025, was as follows: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 1, 2025 to October 31, 2025 — — — $ 69,729,540 November 1, 2025 to November 30, 2025 46,268 5.30 46,268 69,482,744 December 1, 2025 to December 31, 2025 — — — 69,482,744 Total 46,268 46,268 ______________________________ (1) Represents shares of the Company’s class A common stock.
The timing, manner, price and amount of any repurchase will depend on economic and market conditions, share price, trading volume, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. There were no shares of the Company’s class A stock repurchased during the year ended December 31, 2024.
The timing, manner, price and amount of any repurchase will depend on economic and market conditions, share price, trading volume, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. There were 1,485,803 shares of the Company’s class A stock repurchased during the year ended December 31, 2025.
If the Company’s Total Leverage Ratio is greater than 2.75 to 1.00, as defined in the Company’s Senior Secured Credit Facility, last amended on October 18, 2024, (see Note 10.
If the Company’s Total Leverage Ratio is greater than 2.75 to 1.00, as defined in the Company’s Senior Secured Credit Facility, last amended on August 20, 2025, (see Note 10.
The Company’s outstanding capital stock as of December 31, 2024, consisted of 38.8 million shares of class A stock, 13.3 million shares of class B stock and no shares of class C common stock or preferred stock.
The Company’s outstanding capital stock as of December 31, 2025, consisted of 37.6 million shares of class A stock, 13.3 million shares of class B stock and no shares of class C common stock or preferred stock.
As of January 31, 2025, there were 1,994 record holders of the class A stock and 22 record holders of the class B stock. The Company’s class A stock is listed on the NYSE under the symbol “QUAD”. The class A stock is entitled to one vote per share.
As of February 6, 2026, there were 1,843 record holders of the class A stock and 22 record holders of the class B stock. The Company’s class A stock is listed on the NYSE under the symbol “QUAD”. The class A stock is entitled to one vote per share.
There were 2,852,501 shares repurchased during the year ended December 31, 2023. As of December 31, 2024, there were $77.5 million of authorized repurchases remaining under the program. 34 Table of Contents
There were no shares repurchased during the year ended December 31, 2024. As of December 31, 2025, there were $69.5 million of authorized repurchases remaining under the program. 36 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCorporate The following table summarizes unallocated operating expenses presented as Corporate: Year Ended December 31, 2024 2023 $ Change % Change (dollars in millions) Operating expenses (including restructuring, impairment and transaction-related charges, net) $ 47.9 $ 49.2 $ (1.3) (2.6) % Restructuring, impairment and transaction-related charges, net (3.2) 1.6 (4.8) nm Operating Expenses Corporate operating expenses decreased $1.3 million, or 2.6%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $4.8 million decrease in restructuring, impairment and transaction-related charges, net, partially offset by a $4.8 million increase in employee-related costs. 45 Table of Contents Restructuring, Impairment and Transaction-Related Charges, Net Corporate restructuring, impairment and transaction-related charges, net decreased $4.8 million, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following: Year Ended December 31, 2024 2023 $ Change (dollars in millions) Employee termination charges $ — $ 0.3 $ (0.3) Transaction-related charges (income) (a) (3.2) 1.5 (4.7) Other restructuring charges (income) — (0.2) 0.2 Total restructuring, impairment and transaction-related charges, net $ (3.2) $ 1.6 $ (4.8) ______________________________ (a) Includes professional service fees related to business acquisitions and divestiture activities, as well as adjustments to estimated acquisition consideration in 2024.
Biggest change(b) Includes a $0.5 million loss on the sale of the European operations during the year ended December 31, 2025. 47 Table of Contents Corporate The following table summarizes unallocated operating expenses presented as Corporate: Year Ended December 31, 2025 2024 $ Change % Change (dollars in millions) Operating expenses (including restructuring, impairment and transaction-related charges, net) $ 42.6 $ 47.9 $ (5.3) (11.1) % Restructuring, impairment and transaction-related charges, net (7.2) (3.2) (4.0) 125.0 % Operating Expenses Corporate operating expenses decreased $5.3 million, or 11.1%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $4.0 million increase in income from restructuring, impairment and transaction-related charges, net, and a $1.9 million decrease in employee-related costs.
The Company uses period-over-period net sales growth, EBITDA, EBITDA margin, net cash provided by operating activities, Free Cash Flow and Debt Leverage Ratio as metrics to measure operating performance, financial condition and liquidity.
The Company uses period-over-period net sales growth, EBITDA, EBITDA margin, net cash provided by operating activities, Free Cash Flow and Net Debt Leverage Ratio as metrics to measure operating performance, financial condition and liquidity.
The Debt Leverage Ratio calculated below differs from the Total Leverage Ratio, the Total Net Leverage Ratio and Senior Secured Leverage Ratio included in the Company’s debt covenant calculations (see “Covenants and Compliance” section below for further information on debt covenants).
The Net Debt Leverage Ratio calculated below differs from the Total Leverage Ratio, the Total Net Leverage Ratio and Senior Secured Leverage Ratio included in the Company’s debt covenant calculations (see “Covenants and Compliance” section below for further information on debt covenants).
Consistent with other liquidity metrics, the Company monitors the Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet through debt and pension liability reduction, for strategic capital allocation and deployment through investments in the business, and for returning capital to the shareholders.
Consistent with other liquidity metrics, the Company monitors the Net Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet through debt and pension liability reduction, for strategic capital allocation and deployment through investments in the business, and for returning capital to the shareholders.
The printing operations include print execution and logistics for retail inserts, catalogs, long-run publications, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, newspapers, custom print products, as well as other commercial and specialty printed products, along with global paper procurement and the manufacture of ink.
The printing operations include print execution and logistics for retail inserts, catalogs, long-run publications, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, custom print products, as well as other commercial and specialty printed products, along with global paper procurement and the manufacture of ink.
The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items. Debt Leverage Ratio. The Company uses the Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet.
The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items. Net Debt Leverage Ratio. The Company uses the Net Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet.
The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability. The Company remains disciplined with its debt leverage.
The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Net Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability. The Company remains disciplined with its net debt leverage.
For a full description of the Company’s business overview, refer to Part I, Item 1, “Business,” of this Annual Report on Form 10-K. The Company’s operating and reportable segments are aligned with how the chief operating decision maker of the Company currently manages the business.
For a full description of the Company’s business, refer to Part I, Item 1, “Business,” of this Annual Report on Form 10-K. The Company’s operating and reportable segments are aligned with how the chief operating decision maker of the Company currently manages the business.
EBITDA, EBITDA margin, Free Cash Flow and Debt Leverage Ratio are non-GAAP financial measures (see the definitions of EBITDA, EBITDA margin and the reconciliation of net loss to EBITDA in the “Results of Operations” section below, and see the definitions of Free Cash Flow and Debt Leverage Ratio, the reconciliation of net cash provided by operating activities to Free Cash Flow, and the calculation of Debt Leverage Ratio in the “Liquidity and Capital Resources” section below).
EBITDA, EBITDA margin, Free Cash Flow and Net Debt Leverage Ratio are non-GAAP financial measures (see the definitions of EBITDA, EBITDA margin and the reconciliation of net earnings (loss) to EBITDA in the “Results of Operations” section below, and see the definitions of Free Cash Flow and Net Debt Leverage Ratio, the reconciliation of net cash provided by operating activities to Free Cash Flow, and the calculation of Net Debt Leverage Ratio in the “Liquidity and Capital Resources” section below).
This section also provides a discussion of Free Cash Flow and Debt Leverage Ratio, non-GAAP financial measures that the Company uses to assess liquidity and capital allocation and deployment. • Critical Accounting Policies and Estimates.
This section also provides a discussion of Free Cash Flow and Net Debt Leverage Ratio, non-GAAP financial measures that the Company uses to assess liquidity and capital allocation and deployment. • Critical Accounting Policies and Estimates.
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. 36 Table of Contents Key Performance Metrics Overview The Company’s management believes the ability to generate net sales growth, profit increases and positive cash flow, while maintaining the appropriate level of debt, are key indicators of the successful execution of the Company’s business strategy and will increase shareholder value.
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. 38 Table of Contents Key Performance Metrics Overview The Company’s management believes the ability to generate net sales growth, profit increases and positive cash flow, while maintaining the appropriate level of debt, are key indicators of the successful execution of the Company’s business strategy and will increase shareholder value.
The priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.
The priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Net Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.
In addition, all of the Company’s significant accounting policies, including critical accounting policies, are summarized in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. 35 Table of Contents Overview Business Overview Quad is a marketing experience (MX) company that simplifies the complexities of marketing, removing friction from wherever it occurs along the marketing journey.
In addition, all of the Company’s significant accounting policies, including critical accounting policies, are summarized in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. 37 Table of Contents Overview Business Overview Quad is a marketing experience (MX) company that simplifies the complexities of marketing, removing friction from wherever it occurs along the marketing journey.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of the financial condition and results of operations of Quad should be read together with Quad’s audited consolidated financial statements for each of the two years in the period ended December 31, 2024, including the notes thereto, included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of the financial condition and results of operations of Quad should be read together with Quad’s audited consolidated financial statements for each of the two years in the period ended December 31, 2025, including the notes thereto, included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
The Debt Leverage Ratio is a non-GAAP measure, and should not be considered an alternative to cash flows provided by operating activities as a measure of liquidity. Quad’s calculation of the Debt Leverage Ratio may be different from similar calculations used by other companies and, therefore, comparability may be limited.
The Net Debt Leverage Ratio is a non-GAAP measure, and should not be considered an alternative to cash flows provided by (used in) operating activities as a measure of liquidity. Quad’s calculation of the Net Debt Leverage Ratio may be different from similar calculations used by other companies and, therefore, comparability may be limited.
The Company wa s in compliance with all financial covenants in its debt agreements as of December 31, 2024. While the Company currently expects to be in compliance in future periods with all of the financial covenants, there can be no assurance that these covenants will continue to be met.
The Company wa s in compliance with all financial covenants in its debt agreements as of December 31, 2025. While the Company currently expects to be in compliance in future periods with all of the financial covenants, there can be no assurance that these covenants will continue to be met.
The Senior Secured Credit Facility was amended to: (1) reduce the aggregate amount of the existing revolving credit facility from $342.5 million to $324.6 million, and extend the maturity of a portion of the revolving credit facility such that $17.7 million under the revolving credit facility will be due on the existing maturity date of November 2, 2026 (the “Existing Maturity Date”) and $306.9 million under the revolving credit facility with be due on October 18, 2029 (the “Extended Maturity Date); (2) extend the maturity of a portion of the existing Term Loan A such that $8.7 million of such term loan facility will be due on the Existing Maturity Date and $193.2 million will be due on the Extended Maturity Date; (3) make certain adjustments to pricing, including an increase of 0.50% to the interest rate margin applicable to the loans maturing on the Extended Maturity Date; and (4) modify certain financial and operational covenants retroactive to September 30, 2024, including the Senior Secured Leverage Ratio (net indebtedness to consolidated EBITDA) shall not exceed 3.00 to 1.00 for any fiscal quarter ending on or after September 30, 2024, as well as the Total Leverage Ratio (consolidated total indebtedness to consolidated EBITDA) shall not exceed 3.50 to 1.00 for any fiscal quarter ending on or after September 30, 2024.
The Senior Secured Credit Facility was amended to: (1) reduce the aggregate amount of the existing revolving credit facility from $342.5 million to $324.6 million, and extend the maturity of a portion of the revolving credit facility such that $17.7 million of borrowing capacity under the revolving credit facility would be available until the existing maturity date of November 2, 2026 (the “Existing Maturity Date”) and $306.9 million under the revolving credit facility would be available until October 18, 2029 (the “Extended Maturity Date); (2) extend the maturity of a portion of the existing Term Loan A such that $8.7 million of such term loan facility will be due on the Existing Maturity Date and $193.2 million will be due on the Extended Maturity Date; (3) make certain adjustments to pricing, including an increase of 0.50% to the interest rate margin applicable to the loans maturing on the Extended Maturity Date; and (4) modify certain financial and operational covenants retroactive to September 30, 2024, including the Senior Secured Leverage Ratio (net indebtedness to consolidated EBITDA) shall not exceed 3.00 to 1.00 for any fiscal quarter ending on or after September 30, 2024, as well as the Total Leverage Ratio (consolidated total indebtedness to consolidated EBITDA) shall not exceed 3.50 to 1.00 for any fiscal quarter ending on or after September 30, 2024.
On a rolling four-quarter basis, the Senior Secured Leverage Ratio, defined as the ratio of consolidated senior secured net indebtedness to consolidated EBITDA, shall not exceed 3.00 to 1.00 for any fiscal quarter ending on or after September 30, 2024 (for the twelve months ended December 31, 2024, the Company’s Senior Secured Leverage Ratio was 1.57 to 1.00). ◦ Interest Coverage Ratio.
On a rolling four-quarter basis, the Senior Secured Leverage Ratio, defined as the ratio of consolidated senior secured net indebtedness to consolidated EBITDA, shall not exceed 3.00 to 1.00 for any fiscal quarter ending on or after September 30, 2024 (for the twelve months ended December 31, 2025, the Company’s Senior Secured Leverage Ratio was 1.55 to 1.00). ◦ Interest Coverage Ratio.
Risk Management For a discussion of the Company’s exposure to market risks and management of those market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of this Annual Report on Form 10-K. Critical Accounting Policies and Estimates The Company’s consolidated financial statements are prepared in accordance with GAAP.
Risk Management For a discussion of the Company’s exposure to market risks and management of those market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of this Annual Report on Form 10-K. 54 Table of Contents Critical Accounting Policies and Estimates The Company’s consolidated financial statements are prepared in accordance with GAAP.
Assessing the impairment of long-lived assets requires the Company to make important estimates and assumptions, including, but not limited to, the expected future cash flows that the assets 53 Table of Contents will generate, how the assets will be used based on the strategic direction of the Company, their remaining useful life and their residual value, if any.
Assessing the impairment of long-lived assets requires the Company to make important estimates and assumptions, including, but not limited to, the expected future cash flows that the assets will generate, how the assets will be used based on the strategic direction of the Company, their remaining useful life and their residual value, if any.
On a rolling twelve-month basis, the Total Leverage Ratio, defined as consolidated total indebtedness to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended December 31, 2024, the Company’s Total Leverage Ratio was 1.68 to 1.00). • If there is any amount outstanding on the Revolving Credit Facility or Term Loan A, or if any lender has any revolving credit exposure or Term Loan A credit exposure, the Company is required to maintain the following: ◦ Se nior Secured Leverage Ratio.
On a rolling twelve-month basis, the Total Leverage Ratio, defined as consolidated total indebtedness to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended December 31, 2025, the Company’s Total Leverage Ratio was 1.84 to 1.00). • If there is any amount outstanding on the revolving credit facility or Term Loan A, or if any lender has any revolving credit exposure or Term Loan A credit exposure, the Company is required to maintain the following: ◦ Se nior Secured Leverage Ratio.
The Debt Leverage Ratio, at December 31, 2024, is within management’s desired target Debt Leverage Ratio range of 1.50x to 2.00x; however, the Company will operate at times above the Debt Leverage Ratio target range depending on the timing of compelling strategic investment opportunities, as well as seasonal working capital needs.
The Net Debt Leverage Ratio, at December 31, 2025, is within management’s desired target Net Debt Leverage Ratio range of 1.50x to 2.00x; however, the Company will operate at times above the Net Debt Leverage Ratio target range depending on the timing of compelling strategic investment opportunities, as well as seasonal working capital needs.
These reserves are net of $7.3 million recorded in other long-term assets in the consolidated balance sheets for claims covered by purchased insurance. New Accounting Pronouncements See Note 23, “New Accounting Pronouncements,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. 54 Table of Contents
These reserves are net of $8.0 million recorded in other long-term assets in the consolidated balance sheets for claims covered by purchased insurance. New Accounting Pronouncements See Note 23, “New Accounting Pronouncements,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. 57 Table of Contents
Postal rate increases, along with the previously described industry challenges, have led to reduced demand for printed products and has caused clients to move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers.
Postal rate increases, along with the previously described industry challenges, have led to reduced demand for printed products and has caused clients to move more 41 Table of Contents aggressively into other delivery methods, such as the many digital and mobile options now available to consumers.
There were no finite-lived intangible asset impairment charges recorded during the years ended December 31, 2024 and 2023.
There were no finite-lived intangible asset impairment charges recorded during the years ended December 31, 2025 and 2024.
This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment. The International segment accounted for approximately 13% and 14% of the Company’s consolidated net sales during the years ended December 31, 2024 and 2023, respectively.
This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment. The International segment accounted for approximately 8% and 13% of the Company’s consolidated net sales during the years ended December 31, 2025 and 2024, respectively.
Among these covenants, the Company was required to maintain the following as of December 31, 2024: • Total Leverage Ratio.
Among these covenants, the Company was required to maintain the following as of December 31, 2025: • Total Leverage Ratio.
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, 2024, the Company’s Interest Coverage Ratio was 4.18 to 1.00) .
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) .
The Company determined that the following distinct products and services represent separate performance obligations: • Pre-Press Services • Print • Other Services 52 Table of Contents 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.
The Company determined that the following distinct products and services represent separate performance obligations: • Pre-Press Services • Print • Other Services 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.
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. • 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).
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).
Consistent with other liquidity metrics, the Company monitors the Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet (debt and pension liability reduction), for strategic capital allocation and deployment through investments in the business (capital expenditures, acquisitions and strategic investments), and for returning capital to the shareholders (dividends and share repurchases).
Consistent with other liquidity metrics, the Company monitors the Net Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify our ability to strengthen the balance sheet through debt and pension liability reduction, for strategic capital allocation and deployment through investments in the business (capital expenditures, acquisitions and strategic investments), and for returning capital to the shareholders (dividends and share repurchases).
Restructuring, Impairment and Transaction-Related Charges, Net Restructuring, impairment and transaction-related charges, net for the United States Print and Related Services segment decreased $23.5 million, or 35.4%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following: Year Ended December 31, 2024 2023 $ Change (dollars in millions) Employee termination charges $ 29.8 $ 34.3 $ (4.5) Impairment charges (a) 17.1 23.2 (6.1) Integration costs 0.4 — 0.4 Other restructuring charges (income) Vacant facility carrying costs and lease exit charges 14.2 16.6 (2.4) Equipment and infrastructure removal costs 1.6 0.9 0.7 Gains on the sale of facilities (b) (20.5) (9.2) (11.3) Other restructuring activities 0.2 0.5 (0.3) Other restructuring charges (income) (4.5) 8.8 (13.3) Total restructuring, impairment and transaction-related charges, net $ 42.8 $ 66.3 $ (23.5) ______________________________ (a) Includes $17.1 million and $23.2 million of impairment charges during the years ended December 31, 2024 and 2023, respectively, which consisted of the following: (1) $14.0 million and $15.5 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction; (2) $4.1 million for software licensing and related implementation costs from a terminated project in 2023; and (3) $3.1 million and $3.6 million, respectively, for operating lease right-of-use assets.
Restructuring, Impairment and Transaction-Related Charges, Net Restructuring, impairment and transaction-related charges, net for the United States Print and Related Services segment decreased $17.7 million, or 41.4%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following: Year Ended December 31, 2025 2024 $ Change (dollars in millions) Employee termination charges $ 25.5 $ 29.8 $ (4.3) Impairment charges (a) 7.5 17.1 (9.6) Integration costs 2.9 0.4 2.5 Other restructuring charges (income) Vacant facility carrying costs and lease exit charges 7.1 14.2 (7.1) Equipment and infrastructure removal costs 1.5 1.6 (0.1) Gains on the sale of facilities (b) (19.6) (20.5) 0.9 Other restructuring activities 0.2 0.2 — Other restructuring income, net (10.8) (4.5) (6.3) Total restructuring, impairment and transaction-related charges, net $ 25.1 $ 42.8 $ (17.7) ______________________________ (a) Includes $7.5 million and $17.1 million of impairment charges during the years ended December 31, 2025 and 2024, respectively, which consisted of the following: (1) $3.8 million and $14.0 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities; (2) $3.0 million for software licensing and related implementation costs from a terminated project in 2025; (3) $0.5 million for property in 2025; and (4) $0.2 million and $3.1 million, respectively, for operating lease right-of-use assets.
The operating margin for the United States Print and Related Services segment increased to 4.8% for the year ended December 31, 2024, from 2.2% for the year ended December 31, 2023, primarily due to the reasons provided above.
The operating margin for the United States Print and Related Services segment increased to 5.9% for the year ended December 31, 2025, from 4.8% for the year ended December 31, 2024, primarily due to the reasons provided above.
Depreciation and Amortization Depreciation and amortization decreased $26.3 million, or 20.4%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, due to a $15.9 million decrease in depreciation expense, primarily due to impacts from plant closures and from property, plant and equipment becoming fully depreciated over the past year, and a $10.4 million decrease in amortization expense, primarily from intangible assets becoming fully amortized over the past year. 42 Table of Contents Restructuring, Impairment and Transaction-Related Charges, Net Restructuring, impairment and transaction-related charges, net increased $24.0 million, or 31.0%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following: Year Ended December 31, 2024 2023 $ Change (dollars in millions) Employee termination charges $ 30.5 $ 35.1 $ (4.6) Impairment charges (a) 74.9 25.2 49.7 Transaction-related charges (income) (0.6) 4.2 (4.8) Integration costs 0.4 1.0 (0.6) Other restructuring charges (income) Vacant facility carrying costs and lease exit charges 14.2 16.6 (2.4) Equipment and infrastructure removal costs 1.6 0.9 0.7 Gains on the sale of facilities (b) (20.5) (9.2) (11.3) Other restructuring activities 1.0 3.7 (2.7) Other restructuring charges (income) (3.7) 12.0 (15.7) Total restructuring, impairment and transaction-related charges, net $ 101.5 $ 77.5 $ 24.0 ______________________________ (a) Includes $74.9 million and $25.2 million of impairment charges during the years ended December 31, 2024 and 2023, respectively, which consisted of the following: (1) $57.6 million of impairment to reduce the carrying value of the European operations to its estimated fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment in 2024; (2) $14.2 million and $17.5 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities; (3) $4.1 million for software licensing and related implementation costs from a terminated project in 2023; and (4) $3.1 million and $3.6 million, respectively, for operating lease right-of-use assets.
Depreciation and Amortization Depreciation and amortization decreased $23.9 million, or 23.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, due to a $12.3 million decrease in amortization expense, primarily from intangible assets becoming fully amortized over the past year and a $11.6 million decrease in depreciation expense, primarily due to impacts from plant closures and from property, plant and equipment becoming fully depreciated over the past year. 45 Table of Contents Restructuring, Impairment and Transaction-Related Charges, Net Restructuring, impairment and transaction-related charges, net decreased $79.7 million, or 78.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following: Year Ended December 31, 2025 2024 $ Change (dollars in millions) Employee termination charges $ 26.1 $ 30.5 $ (4.4) Impairment charges (a) 7.5 74.9 (67.4) Acquisition adjustments and transaction-related charges, net (4.9) (0.6) (4.3) Integration costs 2.9 0.4 2.5 Other restructuring charges (income) Vacant facility carrying costs and lease exit charges 7.4 14.2 (6.8) Equipment and infrastructure removal costs 1.5 1.6 (0.1) Gains on the sale of facilities (b) (19.6) (20.5) 0.9 Loss on the sale of a business (c) 0.5 — 0.5 Other restructuring activities 0.4 1.0 (0.6) Other restructuring income, net (9.8) (3.7) (6.1) Total restructuring, impairment and transaction-related charges, net $ 21.8 $ 101.5 $ (79.7) ______________________________ (a) Includes $7.5 million and $74.9 million of impairment charges during the years ended December 31, 2025 and 2024, respectively, which consisted of the following: (1) $57.6 million of impairment to reduce the carrying value of the majority of the European operations to fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment in 2024; (2) $3.8 million and $14.2 million during the years ended December 31, 2025 and 2024, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities; (3) $3.0 million for software licensing and related implementation costs from a terminated project in 2025; (4) $0.5 million for property in 2025; and (5) $0.2 million and $3.1 million during the years ended December 31, 2025 and 2024, respectively, for operating lease right-of-use assets.
Based on the assessments completed during the years ended December 31, 2024, and 2023, the Company recognized property, plant and equipment and operating lease right-of-use assets impairment charges of $33.3 million and $21.1 million, respectively, primarily related to the reduction of the carrying value of the European operations to its estimated fair value due to the held for sale determination, facility consolidations and other capacity reduction.
Based on the assessments completed during the years ended December 31, 2025, and 2024, the Company recognized property, plant and equipment and operating lease right-of-use assets impairment charges of $7.5 million and $33.3 million, respectively, primarily related to the reduction of the carrying value of the majority of the European operations to fair value due to the held for sale determination in 2024, facility consolidations and other capacity reduction.
Selling, general and administrative expenses as a percentage of net sales increased from 11.6% for the year ended December 31, 2023, to 13.4% for the year ended December 31, 2024.
Selling, general and administrative expenses as a percentage of net sales increased from 13.4% for the year ended December 31, 2024, to 13.5% for the year ended December 31, 2025.
Description of Significant Outstanding Debt Obligations as of December 31, 2024 As of December 31, 2024, the Company utilized a combination of debt instruments to fund cash requirements, including the following: • Senior Secured Credit Facility: ◦ $324.6 million revolving credit facility (no outstanding balance as of December 31, 2024); and ◦ $825.0 million Term Loan A ($360.8 million outstanding as of December 31, 2024); Senior Secured Credit Facility 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).
Description of Significant Outstanding Debt Obligations as of December 31, 2025 As of December 31, 2025, the Company utilized a combination of debt instruments to fund cash requirements, including the following: • Senior Secured Credit Facility: ◦ $339.6 million revolving credit facility (no outstanding balance as of December 31, 2025); and ◦ $825.0 million Term Loan A ($357.7 million outstanding as of December 31, 2025); 51 Table of Contents Senior Secured Credit Facility 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).
As of December 31, 2024, the Company has net reserves for workers’ compensation of $24.0 million, of which $5.6 million was recorded in other current liabilities and $25.7 million was recorded in other long-term liabilities in the consolidated balance sheets (see Note 8, “Other Current and Long-Term Liabilities”).
As of December 31, 2025, the Company has net reserves for workers’ compensation of $21.9 million, of which $5.3 million was recorded in other current liabilities and $24.6 million was recorded in other long-term liabilities in the consolidated balance sheets (see Note 8, “Other Current and Long-Term Liabilities”).
Restructuring, Impairment and Transaction-Related Charges, Net Restructuring, impairment and transaction-related charges, net for the International segment increased $52.3 million, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following: Year Ended December 31, 2024 2023 $ Change (dollars in millions) Employee termination charges $ 0.7 $ 0.5 $ 0.2 Impairment charges (a) 57.8 2.0 55.8 Transaction-related charges 2.6 2.7 (0.1) Integration costs — 1.0 (1.0) Other restructuring charges 0.8 3.4 (2.6) Total restructuring, impairment and transaction-related charges, net $ 61.9 $ 9.6 $ 52.3 ______________________________ (a) Includes $57.8 million and $2.0 million of impairment charges during the years ended December 31, 2024 and 2023, respectively, which consisted of $57.6 million of impairment charges to reduce the carrying value of the European operations to its estimated fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment during 2024, and $0.2 million and $2.0 million, respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities.
Restructuring, Impairment and Transaction-Related Charges, Net Restructuring, impairment and transaction-related charges, net for the International segment decreased $58.0 million, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following: Year Ended December 31, 2025 2024 $ Change (dollars in millions) Employee termination charges $ 0.6 $ 0.7 $ (0.1) Impairment charges (a) — 57.8 (57.8) Acquisition adjustments and transaction-related charges, net 2.3 2.6 (0.3) Other restructuring charges (b) 1.0 0.8 0.2 Total restructuring, impairment and transaction-related charges, net $ 3.9 $ 61.9 $ (58.0) ______________________________ (a) Includes $57.8 million of impairment charges during the year ended December 31, 2024, which consisted of $57.6 million of impairment charges to reduce the carrying value of the majority of the European operations to fair value, including $41.6 million for foreign currency translation adjustments and $16.0 million for property, plant and equipment, and $0.2 million for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities.
The decrease was primarily due to a $49.9 million decrease in cash flows provided by changes in operating assets and liabilities, partially offset by a $15.2 million increase in cash from earnings.
The decrease was primarily due to a $24.7 million decrease in cash flows provided by changes in operating assets and liabilities, partially offset by a $7.7 million increase in cash from earnings.
Net Cash Provided by (Used in) Investing Activities Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 Net cash provided by investing activities was $12.7 million for the year ended December 31, 2024, compared to net cash used in investing activities of $46.4 million for the year ended December 31, 2023, resulting in a $59.1 million increase in cash provided by investing activities.
Net Cash (Used in) Provided by Investing Activities Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Net cash used in investing activities was $27.7 million for the year ended December 31, 2025, compared to net cash provided by investing activities of $12.7 million for the year ended December 31, 2024, resulting in a $40.4 million increase in cash used in investing activities.
Net Pension Obligations The net underfunded pension and MEPPs obligations decreased by $7.8 million during the year ended December 31, 2024, from $63.4 million at December 31, 2023, to $55.6 million at December 31, 2024. This decrease was primarily due to a $5.3 million decrease in the underfunded defined benefit plan obligations during the year ended December 31, 2024.
The net underfunded pension and MEPPs obligations decreased by $13.7 million during the year ended December 31, 2025, from $55.6 million at December 31, 2024, to $41.9 million at December 31, 2025. This decrease was primarily due to a $11.5 million decrease in the underfunded defined benefit plan obligations during the year ended December 31, 2025.
A reconciliation of EBITDA to net loss for the years ended December 31, 2024 and 2023, was as follows: Year Ended December 31, 2024 2023 (dollars in millions) Net loss (1) $ (50.9) $ (55.4) Interest expense 64.5 70.0 Income tax expense 6.4 12.8 Depreciation and amortization 102.5 128.8 EBITDA (non-GAAP) $ 122.5 $ 156.2 ______________________________ (1) Net loss included the following: a.
A reconciliation of EBITDA to net earnings (loss) for the years ended December 31, 2025 and 2024, was as follows: Year Ended December 31, 2025 2024 (dollars in millions) Net earnings (loss) (1) $ 27.0 $ (50.9) Interest expense 50.5 64.5 Income tax expense 5.5 6.4 Depreciation and amortization 78.6 102.5 EBITDA (non-GAAP) $ 161.6 $ 122.5 ______________________________ (1) Net earnings (loss) included the following: a.
Almost all letters and flats targets were reduced, some as much as 15% lower than 2024 targets (i.e. First Class Letters three to five day on time performance target was reduced from 90% down to 80%). 38 Table of Contents The USPS continues to experience financial problems.
Almost all letters and flats targets were reduced, some as much as 15% lower than 2024 targets (i.e., First Class Letters three to five day on time performance target was reduced from 90% down to 80%).
This change was due to lower average debt levels and a $1.7 million decrease in interest expense related to the interest rate swap, partially offset by a higher weighted average interest rate on borrowings during the year ended December 31, 2024, as compared to the year ended December 31, 2023.
This change was due to lower average debt levels, lower weighted average interest rate on borrowings, and a $0.5 million decrease in interest expense related to the interest rate swap during the year ended December 31, 2025, as compared to the year ended December 31, 2024.
The revised rate authority that is effective as a result of the rules issued by the PRC includes a higher overall rate cap on the USPS’ ability to increase rates from year to year. The USPS has used these additional rate authorities to implement twice a year increases.
The revised rate authority that is effective as a result of the rules issued by the PRC, includes a higher overall rate cap on the USPS’ ability to increase rates from year to year.
Both are important measures by which Quad gauges the profitability and assesses the performance of its business. EBITDA and EBITDA margin are non-GAAP financial measures and should not be considered alternatives to net earnings (loss) as a measure of operating performance, or to cash flows provided by operating activities as a measure of liquidity.
EBITDA and EBITDA margin are non-GAAP financial measures and should not be considered alternatives to net earnings (loss) as a measure of operating performance, or to cash flows provided by operating activities as a measure of liquidity.
Debt Leverage Ratio The Debt Leverage Ratio is defined as total debt and finance lease obligations less cash and cash equivalents (Net Debt) divided by the trailing twelve months Adjusted EBITDA, comprised of the sum of the last twelve months of EBITDA (see the definition of EBITDA and the reconciliation of net loss to EBITDA in the “Results of Operations” section above) and restructuring, impairment and transaction-related charges, net. 47 Table of Contents The Company uses the Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet.
Net Debt Leverage Ratio The Net Debt Leverage Ratio is defined as total debt and finance lease obligations less cash and cash equivalents (Net Debt) divided by the trailing twelve months Adjusted EBITDA, comprised of the sum of the last twelve months of EBITDA (see the definition of EBITDA and the reconciliation of net earnings (loss) to EBITDA in the “Results of Operations” section above) and restructuring, impairment and transaction-related charges, net.
Integrated distribution with the USPS is an important component of the Company’s business. Any material change in the current service levels provided by the postal service could impact the demand that clients have for print services. In September 2024, the USPS held a pre-filing conference to further reduce service standards.
Integrated distribution with the USPS is an important component of the Company’s business. Any material change in the current service levels provided by the postal service could impact the demand that clients have for print services.
The Company is unable to predict the full future impact these challenges will have on its business, financial condition, cash flows and results of operations, but expects them to continue into 2025. 39 Table of Contents Results of Operations for the Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023 Summary Results The Company’s operating income, operating margin, net loss (computed using a 25% normalized tax rate for all items subject to tax) and diluted loss per share for the year ended December 31, 2024, changed from the year ended December 31, 2023, as follows (dollars in millions, except per share data): Operating Income Operating Margin Net Loss Diluted Loss Per Share For the year ended December 31, 2023 $ 25.7 0.9 % $ (55.4) $ (1.14) Restructuring, impairment and transaction-related charges, net (1) (24.0) (1.2) % (18.0) (0.40) Other operating income elements (2) 17.5 1.0 % 13.1 0.30 Operating Income 19.2 0.7 % (60.3) (1.24) Interest expense (3) N/A N/A 4.1 0.06 Net pension income (4) N/A N/A (0.7) (0.02) Income taxes (5) N/A N/A 6.0 0.13 For the year ended December 31, 2024 $ 19.2 0.7 % $ (50.9) $ (1.07) ______________________________ (1) Restructuring, impairment and transaction-related charges, net increased $24.0 million ($18.0 million, net of tax), to $101.5 million during the year ended December 31, 2024, and included the following: a.
The Company is unable to predict the full future impact these challenges will have on its business, financial condition, cash flows and results of operations, but expects them to continue into 2026. 42 Table of Contents Results of Operations for the Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024 Summary Results The Company’s operating income, operating margin, net earnings (loss) (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings (loss) per share for the year ended December 31, 2025, changed from the year ended December 31, 2024, as follows (dollars in millions, except per share data): Operating Income Operating Margin Net Earnings (Loss) Diluted Earnings (Loss) Per Share For the year ended December 31, 2024 $ 19.2 0.7 % $ (50.9) $ (1.07) Restructuring, impairment and transaction-related charges, net (1) 79.7 2.9 % 59.8 1.27 Other operating income elements (2) (1.9) 0.4 % (1.4) (0.11) Operating Income 97.0 4.0 % 7.5 0.09 Interest expense (3) N/A N/A 10.5 0.26 Net pension (expense) income (4) N/A N/A (11.1) (0.22) Income taxes (5) N/A N/A 20.1 0.41 For the year ended December 31, 2025 $ 97.0 4.0 % $ 27.0 $ 0.54 ______________________________ (1) Restructuring, impairment and transaction-related charges, net decreased $79.7 million ($59.8 million, net of tax), to $21.8 million during the year ended December 31, 2025, and included the following: a.
Cost of Sales Cost of product sales decreased $248.3 million, or 12.5%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following: (1) a decrease in paper costs; (2) the impact from lower print volumes; (3) impacts from improved manufacturing productivity; and (4) other cost reduction initiatives.
Cost of Sales Cost of product sales decreased $172.7 million, or 9.9%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following: (1) a decrease in paper costs due to the decrease in paper sales; (2) impacts from improved manufacturing productivity; and (3) other cost reduction initiatives.
Such default could cause the outstanding indebtedness to become immediately due and payable, by virtue of cross-acceleration or cross-default provisions. 50 Table of Contents In addition to those covenants, the Senior Secured Credit Facility also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. • If the Company’s Total Leverage Ratio is greater than 2.75 to 1.00, the Company is prohibited from making greater than $60.0 million of dividend payments, capital stock repurchases and certain other payments, over the course of the agreement.
In addition to those covenants, the Senior Secured Credit Facility also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. • If the Company’s Total Leverage Ratio is greater than 2.75 to 1.00, the Company is prohibited from making greater than $60.0 million of dividend payments, capital stock repurchases and certain other payments, over the course of the agreement.
This is the most restrictive liquidity measure currently applicable under the credit agreement. 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 lenders in certain limited circumstances.
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 lenders in certain limited circumstances.
A $4.6 million decrease in employee termination charges from $35.1 million during the year ended December 31, 2023, to $30.5 million during the year ended December 31, 2024; b. A $49.7 million increase in impairment charges from $25.2 million during the year ended December 31, 2023, to $74.9 million during the year ended December 31, 2024; c.
A $4.4 million decrease in employee termination charges from $30.5 million during the year ended December 31, 2024, to $26.1 million during the year ended December 31, 2025; b. A $67.4 million decrease in impairment charges from $74.9 million during the year ended December 31, 2024, to $7.5 million during the year ended December 31, 2025; c.
Cost of service sales decreased $40.7 million, or 10.3%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the impact from lower marketing services and decreased freight volumes.
Cost of service sales decreased $22.9 million, or 6.4%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the impact from decreased freight volumes and lower marketing services.
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.
Service sales for the United States Print and Related Services segment decreased $50.1 million, or 8.3%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $44.1 million decrease in marketing services and medical services and a $6.0 million decrease in logistics sales from lower print volumes.
Service sales for the United States Print and Related Services segment decreased $28.8 million, or 5.2%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $24.4 million decrease in logistics sales from lower print volumes and a $4.4 million decrease in marketing services and medical services.
This $5.3 million decrease in the underfunded status was primarily due to a decrease in overall pension obligations of $30.1 million from $32.5 million in benefits paid and $14.0 million from an actuarial gain, offset by a $16.4 million increase in interest cost due to a 44 basis point increase in the pension discount rate from 5.11% at December 31, 2023, to 5.55% at December 31, 2024.
This $11.5 million decrease in the underfunded status was primarily due to a decrease in overall pension obligations of $110.4 million from a $98.1 million reduction in benefit obligations from the pension plan settlement, $25.5 million in benefits paid and $1.6 million from an actuarial gain, offset by a $14.8 million increase in interest cost due to a 39 basis point decrease in the pension discount rate from 5.55% at December 31, 2024, to 5.16% at December 31, 2025.
Additionally, the price and availability of paper has been, and may continue to be, adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper, and ability to transport paper produced; and tariffs and trade restrictions.
Additionally, the price and availability of paper has been, and may continue to be, adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper that are not usable by the Company in its operations (which a number of paper mills’ have done or are doing), and ability to transport paper produced; and tariffs and trade restrictions.
Under agreements with certain customers, products may be stored by the Company for future delivery and revenue is recognized upon shipment to the customer. In these situations, the Company may receive warehouse management fees for the services it provides.
Under agreements with certain customers, products may be stored by the Company for future delivery and revenue is recognized upon shipment to the customer.
This section contains an analysis of the Company’s results of operations by comparing the results for the year ended December 31, 2024, to the year ended December 31, 2023. Forward-looking statements providing a general description of recent and projected industry and Company developments that are important to understanding the Company’s results of operations are included in this section.
Forward-looking statements providing a general description of recent and projected industry and Company developments that are important to understanding the Company’s results of operations are included in this section.
Federal statute requires the PRC to conduct reviews of the overall rate-making structure for the USPS to ensure funding stability. As a result of those reviews, the PRC authorized a five year rate-making structure that provides the USPS with additional pricing flexibility over the CPI cap, which has resulted in a substantially altered rate structure for mailers.
As a result of those reviews, the PRC authorized a five year rate-making structure that provides the USPS with additional pricing flexibility over the Consumer Price Index (“CPI”) cap, which has resulted in a substantially altered rate structure for mailers.
The following repurchases occurred during the year ended December 31, 2023: December 31, 2023 Shares of Class A common stock 2,852,501 Weighted average price per share $ 4.40 Total repurchases during the period (in millions) $ 12.6 As of December 31, 2024, there were $77.5 million of authorized repurchases remaining under the program.
The following repurchases occurred during the year ended December 31, 2025: December 31, 2025 Shares of Class A common stock 1,485,803 Weighted average price per share $ 5.40 Total repurchases during the period (in millions) $ 8.0 As of December 31, 2025, there were $69.5 million of authorized repurchases remaining under the program.
This reduced volume has driven the Company to institute several cost saving measures through its restructuring program, including plant closures and headcount reductions.
These challenges have, as needed, driven the Company to institute several cost saving measures through its restructuring program, including plant closures and headcount reductions.
The Company classifies long-lived assets to be sold as held for sale in the period in which: (i) there is an approved plan to sell the asset and the Company is committed to that plan, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
This fair value determination was categorized as Level 3 in the fair value hierarchy (see Note 13, “Financial Instruments and Fair Value Measurements,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for the definition of Level 3 inputs). 56 Table of Contents The Company classifies long-lived assets to be sold as held for sale in the period in which: (i) there is an approved plan to sell the asset and the Company is committed to that plan, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
(2) Other operating income elements increased $17.5 million ($13.1 million, net of tax) primarily due to the following: (1) a $26.3 million decrease in depreciation and amortization expense; (2) impacts from improved manufacturing productivity; and (3) savings from other cost reduction initiatives, partially offset by print volume decreases and a $12.3 million increase in selling, general and administrative expenses.
(2) Other operating income elements increased $1.9 million ($1.4 million, net of tax) primarily due to the following: (1) a $30.9 million decrease in selling, general and administrative expenses; (2) a $23.9 million decrease in depreciation and amortization expense; (3) impacts from improved manufacturing productivity; and (4) savings from other cost reduction initiatives, partially offset by the impact from lower print volume and service net sales, and increased investments in innovation offerings to drive future net sales growth.
With postage increases that continue to exceed the CPI, clients will continue to reduce mail volumes and explore the use of alternative methods for delivering a larger portion of their products, such as continued diversion to the internet, digital and mobile channels and other alternative media channels, in order to ensure that they stay within their expected postage budgets.
However, the Company believes the continued use of all available rate authority by the USPS that significantly exceeds CPI, combined with lower service standards and the petition filed on December 22, 2025, clients will continue to reduce mail volumes and explore the use of alternative methods for delivering a larger portion of their products, such as continued diversion to the internet, digital and mobile channels and other alternative media channels, in order to ensure that they stay within their expected postage budgets.
Operating Income Operating income for the United States Print and Related Services segment increased $56.2 million, or 99.3%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following: (1) a $23.5 million decrease in restructuring, impairment and transaction-related charges, net; (2) a $23.2 million decrease in depreciation and amortization expense; (3) impacts from improved manufacturing productivity; and (4) savings from other cost reduction initiatives; partially offset by the impact from decreased print volumes and marketing services sales.
Operating Income Operating income for the United States Print and Related Services segment increased $18.9 million, or 16.8%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following: (1) an $18.1 million decrease in depreciation and amortization expense; (2) a $17.7 million decrease in restructuring, impairment and transaction-related charges, net; and (3) impacts from improved manufacturing productivity, partially offset by the impact from decreased logistics and marketing services sales and increased investments in innovation offerings to drive future net sales growth.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased $12.3 million, or 3.6%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $10.8 million increase from unfavorable foreign exchange impacts and a $4.4 million increase in employee-related expenses, partially offset by a $4.1 million gain on the sale of an investment in 2024.
Selling, General and Administrative Expenses Selling, general and administrative expenses decreased $30.9 million, or 8.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to (1) $18.6 million in lower employee-related costs; (2) a $10.7 million increase in favorable foreign exchange impacts; and (3) savings from other cost reduction initiatives, partially offset by a $4.1 million gain on the sale of an investment in 2024 that did not reoccur in 2025.
Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, decreased $50.6 million, or 8.1%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $44.2 million decrease in marketing services and medical services and a $6.4 million decrease in logistics sales from lower print volumes.
Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, decreased $44.4 million, or 7.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $37.9 million decrease in logistics sales, of which $13.5 million is a result of the sale of the European operations, and a $6.5 million net decrease in marketing services and medical services, of which $2.1 million is a result of the sale of the European operations.
The Company’s failure to maintain compliance with the covenants could prevent the Company from borrowing additional amounts and could result in a default under any of the debt agreements.
The Company’s failure to maintain compliance with the covenants could prevent the Company from borrowing additional amounts and could result in a default under any of the debt agreements. Such default could cause the outstanding indebtedness to become immediately due and payable, by virtue of cross-acceleration or cross-default provisions.
(3) Interest expense decreased $5.5 million ($4.1 million, net of tax) during the year ended December 31, 2024, to $64.5 million.
(3) Interest expense decreased $14.0 million ($10.5 million, net of tax) during the year ended December 31, 2025, to $50.5 million.
Service sales for the International segment decreased $0.5 million, or 2.6%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $0.4 million decrease in logistics sales and a $0.1 million decrease in marketing services sales.
Service sales for the International segment decreased $15.6 million, or 84.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $13.5 million decrease in logistics sales and $2.1 million decrease in marketing service sales, both as a result of the sale of the European operations.
Year Ended December 31, 2024 2023 $ Change (dollars in millions) Loss before income taxes $ (44.5) $ (42.6) $ (1.9) Normalized tax rate 25.0 % 25.0 % Income tax benefit at normalized tax rate (11.1) (10.7) (0.4) Less: Income tax expense from the consolidated statements of operations 6.4 12.8 (6.4) Impact of income taxes $ 17.5 $ 23.5 $ (6.0) Operating Results The following table sets forth certain information from the Company’s consolidated statements of operations on an absolute dollar basis and as a relative percentage of total net sales for each noted period, together with the relative percentage change in such information between the periods set forth below: Year Ended December 31, 2024 % of Net Sales 2023 % of Net Sales $ Change % Change (dollars in millions) Net sales: Products $ 2,099.2 78.6 % $ 2,334.1 78.9 % $ (234.9) (10.1) % Services 573.0 21.4 % 623.6 21.1 % (50.6) (8.1) % Total net sales 2,672.2 100.0 % 2,957.7 100.0 % (285.5) (9.7) % Cost of sales: Products 1,736.4 65.0 % 1,984.7 67.1 % (248.3) (12.5) % Services 355.8 13.3 % 396.5 13.4 % (40.7) (10.3) % Total cost of sales 2,092.2 78.3 % 2,381.2 80.5 % (289.0) (12.1) % Selling, general & administrative expenses 356.8 13.4 % 344.5 11.6 % 12.3 3.6 % Depreciation and amortization 102.5 3.8 % 128.8 4.4 % (26.3) (20.4) % Restructuring, impairment and transaction-related charges, net 101.5 3.8 % 77.5 2.6 % 24.0 31.0 % Total operating expenses 2,653.0 99.3 % 2,932.0 99.1 % (279.0) (9.5) % Operating income $ 19.2 0.7 % $ 25.7 0.9 % $ (6.5) (25.3) % 41 Table of Contents Net Sales Product sales decreased $234.9 million, or 10.1%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the following: (1) a $142.1 million decrease from paper sales; (2) a $91.4 million decrease in sales in the Company’s print product lines, mainly due to decreased print volumes and a higher mix of lower unit price gravure versus offset print in our magazine and catalog print offerings; and (3) $1.4 million in unfavorable foreign exchange impacts.
Year Ended December 31, 2025 2024 $ Change (dollars in millions) Earnings (loss) before income taxes $ 32.5 $ (44.5) $ 77.0 Normalized tax rate 25.0 % 25.0 % Income tax expense (benefit) at normalized tax rate 8.1 (11.1) 19.2 Less: Income tax expense from the consolidated statements of operations 5.5 6.4 (0.9) Impact of income taxes $ (2.6) $ 17.5 $ (20.1) Operating Results The following table sets forth certain information from the Company’s consolidated statements of operations on an absolute dollar basis and as a relative percentage of total net sales for each noted period, together with the relative percentage change in such information between the periods set forth below: Year Ended December 31, 2025 % of Net Sales 2024 % of Net Sales $ Change % Change (dollars in millions) Net sales: Products $ 1,891.3 78.2 % $ 2,099.2 78.6 % $ (207.9) (9.9) % Services 528.6 21.8 % 573.0 21.4 % (44.4) (7.7) % Total net sales 2,419.9 100.0 % 2,672.2 100.0 % (252.3) (9.4) % Cost of sales: Products 1,563.7 64.6 % 1,736.4 65.0 % (172.7) (9.9) % Services 332.9 13.8 % 355.8 13.3 % (22.9) (6.4) % Total cost of sales 1,896.6 78.4 % 2,092.2 78.3 % (195.6) (9.3) % Selling, general & administrative expenses 325.9 13.5 % 356.8 13.4 % (30.9) (8.7) % Depreciation and amortization 78.6 3.2 % 102.5 3.8 % (23.9) (23.3) % Restructuring, impairment and transaction-related charges, net 21.8 0.9 % 101.5 3.8 % (79.7) (78.5) % Total operating expenses 2,322.9 96.0 % 2,653.0 99.3 % (330.1) (12.4) % Operating income $ 97.0 4.0 % $ 19.2 0.7 % $ 77.8 nm 44 Table of Contents Net Sales Product sales decreased $207.9 million, or 9.9%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following: (1) a $120.5 million decrease in paper sales, of which $52.9 million is a result of the sale of the European operations on February 28, 2025; (2) an $83.9 million decrease in product sales, primarily from lower print product volumes, of which $62.3 million is a result of the sale of the European operations; and (3) $3.5 million in unfavorable foreign exchange impacts.
The decrease in pension obligations was partially offset by an overall decrease of $24.8 million in pension plan assets from $32.5 million in benefits paid, offset by an actual gain on pension plan assets of $5.6 million, or 2.99%, during the year ended December 31, 2024, which was below the expected long-term return on plan assets assumption of 6.30%, and employer contributions of $2.1 million.
The decrease in pension obligations was partially offset by an overall decrease of $98.9 million in pension plan assets from the $96.8 million asset distribution for the pension plan settlement, and $25.5 million in benefits paid, offset by an actual gain on pension plan assets of $23.1 million, or 9.84%, during the year ended December 31, 2025, which was above the expected long-term return on plan assets assumption of 5.75%, and employer contributions of $0.3 million.
Certain revenues earned by the Company require judgment to determine if revenue should be recorded gross as principal or net of related costs as an agent.
In these situations, the Company may receive warehouse management fees for the services it provides. 55 Table of Contents Certain revenues earned by the Company require judgment to determine if revenue should be recorded gross as principal or net of related costs as an agent.
United States Print and Related Services The following table summarizes net sales, operating income, operating margin and certain items impacting comparability within the United States Print and Related Services segment: Year Ended December 31, 2024 2023 $ Change % Change (dollars in millions) Net sales: Products $ 1,775.0 $ 1,949.7 $ (174.7) (9.0) % Services 554.5 604.6 (50.1) (8.3) % Operating income (including restructuring, impairment and transaction-related charges, net) 112.8 56.6 56.2 99.3 % Operating margin 4.8 % 2.2 % N/A N/A Restructuring, impairment and transaction-related charges, net $ 42.8 $ 66.3 $ (23.5) (35.4) % Net Sales Product sales for the United States Print and Related Services segment decreased $174.7 million, or 9.0%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $100.2 million decrease from paper sales and a $74.5 million decrease in sales in the Company’s print product lines, mainly due to decreased print volumes and a higher mix of lower unit price gravure versus offset print in our magazine and catalog print offerings.
United States Print and Related Services The following table summarizes net sales, operating income, operating margin and certain items impacting comparability within the United States Print and Related Services segment: Year Ended December 31, 2025 2024 $ Change % Change (dollars in millions) Net sales: Products $ 1,688.7 $ 1,775.0 $ (86.3) (4.9) % Services 525.7 554.5 (28.8) (5.2) % Operating income (including restructuring, impairment and transaction-related charges, net) 131.7 112.8 18.9 16.8 % Operating margin 5.9 % 4.8 % N/A N/A Restructuring, impairment and transaction-related charges, net $ 25.1 $ 42.8 $ (17.7) (41.4) % Net Sales Product sales for the United States Print and Related Services segment decreased $86.3 million, or 4.9%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $58.0 million decrease in paper sales and a $28.3 million decrease in product sales, primarily from lower print product volumes.
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.
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. 52 Table of Contents Covenants and Compliance The Company’s various lending arrangements include certain financial covenants (all financial terms, numbers and ratios are as defined in the Company’s debt agreements).
The priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items. Free Cash Flow is a non-GAAP financial measure and should not be considered an alternative to cash flows provided by operating activities as a measure of liquidity.
The priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeTo the extent the cost of other raw materials increase and the Company is not able to increase selling prices of its products, then the Company may experience margin declines. 56 Table of Contents Management believes a hypothetical 10% change in the price of paper and other raw materials would not have a significant direct impact on the Company’s consolidated annual results of operations or cash flows; however, significant increases in commodity pricing or tight supply could influence future client demand for printed products. 57 Table of Contents
Biggest changeManagement believes a hypothetical 10% change in the price of paper and other raw materials would not have a significant direct impact on the Company’s consolidated annual results of operations or cash flows; however, significant increases in commodity pricing or tight supply could influence future client demand for printed products. 60 Table of Contents
During the year ended December 31, 2024, the Company’s largest client accounted for less than 5% of the Company’s net sales. Even if the Company’s credit review and analysis mechanisms work properly, the Company may experience financial losses in its dealings with clients and other parties.
During the year ended December 31, 2025, the Company’s largest client accounted for less than 5% of the Company’s net sales. Even if the Company’s credit review and analysis mechanisms work properly, the Company may experience financial losses in its dealings with clients and other parties.
The Company does not use derivative financial instruments for trading or speculative purposes. These international operations are subject to risks typical of international operations, including, but not limited to, differing economic conditions, changes in political climate, potential restrictions on the movement of funds, differing tax structures, and other regulations and restrictions.
The Company does not use derivative financial instruments for trading or speculative purposes. 58 Table of Contents These international operations are subject to risks typical of international operations, including, but not limited to, differing economic conditions, changes in political climate, potential restrictions on the movement of funds, differing tax structures, and other regulations and restrictions.
Accordingly, future results could be adversely impacted by changes in these or other factors. 55 Table of Contents Credit Risk Credit risk is the possibility of loss from a client’s failure to make payments according to contract terms.
Accordingly, future results could be adversely impacted by changes in these or other factors. Credit Risk Credit risk is the possibility of loss from a client’s failure to make payments according to contract terms.
In addition, a hypothetical 10% change in market interest rates would change the fair value of fixed rate debt at December 31, 2024 by approximately $0.2 million. Foreign Currency Risk and Translation Exposure The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates.
In addition, a hypothetical 10% change in market interest rates would change the fair value of fixed rate debt at December 31, 2025 by approximately $0.1 million. Foreign Currency Risk and Translation Exposure The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates.
A hypothetical 10% increase in the market interest rates impacting the Company’s current weighted average interest rate on variable rate debt obligations would change the fair value of floating rate debt at December 31, 2024 by approximately $1.4 million.
A hypothetical 10% increase in the market interest rates impacting the Company’s current weighted average interest rate on variable rate debt obligations would change the fair value of floating rate debt at December 31, 2025 by approximately $1.2 million.
As of December 31, 2024, there was no outstanding balance on the revolving credit facility.
As of December 31, 2025, there was no outstanding balance on the revolving credit facility.
Based on those client account reviews and the continued uncertainty of the global economy, the Company has established an allowance for credit losses o f $21.5 million as of December 31, 2024. The Company has a large, diverse client base and does not have a high degree of concentration with any single client account.
Based on those client account reviews and the continued uncertainty of the global economy, the Company has established an allowance for credit losses o f $20.9 million as of December 31, 2025. The Company has a large, diverse client base and does not have a high degree of concentration with any single client account.
As of December 31, 2024, the Company’s foreign subsidiaries had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $82.9 million. The potential decrease in net current assets as of December 31, 2024, from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be approximately $8.3 million.
As of December 31, 2025, the Company’s foreign subsidiaries had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $82.0 million. The potential decrease in net current assets as of December 31, 2025, from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be approximately $8.2 million.
Raw materials for the ink manufacturing process are purchased externally from a variety of vendors. The price and availability of ink and ink components may be adversely affected by the availability of component raw materials, labor and transportation.
Raw materials for the ink manufacturing process are purchased externally from a variety of vendors. The price and availability of ink and ink components may be adversely affected by the availability of component raw materials, labor and transportation, as well as by tariffs and trade restrictions.
Interest Rate Risk The Company is exposed to interest rate risk on variable rate debt obligations and price risk on fixed rate debt and finance leases. The variable rate debt outstanding at December 31, 2024, was primarily comprised of $360.8 million outstanding on the Term Loan A.
Interest Rate Risk The Company is exposed to interest rate risk on variable rate debt obligations and price risk on fixed rate debt and finance leases. The variable rate debt outstanding at December 31, 2025, was primarily comprised of $357.7 million outstanding on the Term Loan A.
Including the impact of the $200.0 million interest rate hedges of variable rate to fixed rate debt, Quad had variable rate debt outstanding of $165.4 million at a current weighted average interest rate of 7.9% and fixed rate debt and finance leases outstanding of $213.8 million at a current weighted average interest rate of 7.6% as of December 31, 2024.
Including the impact of the $205.0 million interest rate hedges of variable rate to fixed rate debt, Quad had variable rate debt outstanding of $156.9 million at a current weighted average interest rate of 7.1% and fixed rate debt and finance leases outstanding of $214.3 million at a current weighted average interest rate of 6.9% as of December 31, 2025.
In order to reduce the variability of cash flows from interest payments related to a portion of Quad’s variable-rate debt, the Company entered into two $75.0 million interest rate collars in February 2023 and a $50.0 million interest rate swap in April 2024, and has classified $200.0 million of the Company’s variable rate debt as fixed rate debt.
In order to reduce the variability of cash flows from interest payments related to a portion of Quad’s variable-rate debt, the Company has four interest rate swaps totaling $130.0 million and a $75.0 million interest rate collar, and has, therefore, classified $205.0 million of the Company’s variable rate debt as fixed rate debt.
In its logistics operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients.
In its logistics operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients. 59 Table of Contents To the extent the cost of other raw materials increase and the Company is not able to increase selling prices of its products, then the Company may experience margin declines.
This assumption may overstate or understate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency. The Company’s hedging operations have historically not been material, and gains or losses from these operations have not been material to the Company’s results of operations, financial position or cash flows.
This assumption may overstate or understate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency.
Added
The Company’s hedging operations have historically not been material; however, to minimize the impact of foreign currency movements on the note receivable related to the sale of the European operations, the Company entered into foreign currency exchange contracts designated as cash flow hedges during the year ended December 31, 2025.
Added
Foreign currency gains or losses from these international operations have not been material to the Company’s results of operations, financial position or cash flows.

Other QUAD 10-K year-over-year comparisons