ﾄﾞﾈﾘｰﾌｧｲﾅﾝｼｬﾙｿﾘｭｰｼｮﾝｽﾞの四半期報告

Large Accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller reporting company

Emerging growth company

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2025-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-37728

Donnelley Financial Solutions, Inc.

(Exact name of registrant as specified in its charter)


Delaware		36-4829638
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

391 Steel Way, Lancaster, Pennsylvania		17601
(Address of principal executive offices)		(Zip code)

(800) 823-5304

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock (Par Value $0.01)	DFIN	NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of October 24, 2025, 26,537,083 shares of common stock were outstanding.

DONNELLEY FINANCIAL SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS



		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
Part I
FINANCIAL INFORMATION
Item 1:	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024	5
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3:	Quantitative and Qualitative Disclosure About Market Risk	41
Item 4:	Controls and Procedures	41


Part II
OTHER INFORMATION
Item 1:	Legal Proceedings	41
Item 1A:	Risk Factors	41
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3:	Defaults Upon Senior Securities	42
Item 4:	Mine Safety Disclosures	42
Item 5:	Other Information	42
Item 6:	Exhibits	44
Signatures		45

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Donnelley Financial Solutions, Inc. and subsidiaries (“DFIN” or the “Company”) has made forward-looking statements in this Quarterly Report on Form 10-Q (the “Quarterly Report”) within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the Company. Generally, forward-looking statements include information concerning possible or assumed future actions, events, or results of operations of the Company. These statements may include words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals” and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are not guarantees of future performance. These forward-looking statements are subject to a number of important factors, including those factors discussed in detail in Part I, Item 1A. Risk Factors, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 18, 2025 (the “Annual Report”), in addition to those discussed elsewhere in this Quarterly Report, that could cause the Company’s actual results to differ materially from those indicated in any such forward-looking statements. These factors include, but are not limited to:

•

the volatility of the global economy and financial markets, and its impact on transactional volume;

•

failure to offer high quality customer support and services;

•

the retention of existing, and continued attraction of additional clients;

•

failure to maintain the confidentiality, integrity and availability of systems, software and solutions as a result of a material breach of security or other performance issues;

•

the growth of new technologies and changes in client demands, to which the Company may not be able to adequately adapt;

•

the Company’s inability to maintain client referrals;

•

the competitive market for the Company’s products, clients’ budgetary constraints and industry fragmentation affecting prices;

•

the ability to gain client acceptance of the Company’s new products and technologies;

•

failure of disaster recovery and business continuity plans to adequately respond to a material disruptive event;

•

undetected errors or failures found in the Company’s services and products could tie-up customer support resources or delay market acceptance of the Company’s services and products;

•

the retention of existing, and continued attraction of key employees, including management;

•

failure to properly use and protect client and employee information and data;

•

the effect of availability, quality, security or other performance issues of any of the Company’s or third-party systems or services;

•

factors that affect client demand, including changes in economic conditions and national or international regulations;

•

the Company’s ability to access debt and the capital markets due to adverse credit market conditions;

•

the effect of increasing costs of providing healthcare and other benefits to employees;

•

changes in the availability or costs of key materials (such as ink and paper);

•

failure to protect the Company’s proprietary technology;

•

ability to maintain the Company’s brands and reputation;

•

funding obligations arising from multiemployer pension plans obligations of the Company’s former affiliates;

•

the effects of operating in international markets, including fluctuations in currency exchange rates;

•

the effect of economic and political conditions, including global health crises, geopolitical instability and government shutdowns, on a regional, national or international basis.

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Undue reliance should not be placed on such statements, which speak only as of the date of this document or the date of any document that may be incorporated by reference into this document.

Consequently, readers of the Quarterly Report should consider these forward-looking statements only as the Company’s current plans, estimates and beliefs. Except to the extent required by law, the Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The Company undertakes no obligation to update or revise any forward-looking statements in this Quarterly Report to reflect any new events or any change in conditions or circumstances other than to the extent required by law.

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Statements of Operations

(in millions, except per share data)

(UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net sales
Software solutions	$	90.7		$	82.2		$	267.5		$	248.1
Tech-enabled services		68.6			75.2			230.3			260.3
Print and distribution		16.0			22.1			96.7			117.2
Total net sales		175.3			179.5			594.5			625.6
Cost of sales (a)
Software solutions		28.4			27.6			82.4			80.3
Tech-enabled services		27.9			29.2			86.8			93.7
Print and distribution		9.0			11.9			48.3			61.3
Total cost of sales		65.3			68.7			217.5			235.3
Selling, general and administrative expenses (a)		67.3			74.0			203.1			222.9
Depreciation and amortization		15.2			17.2			44.4			45.4
Restructuring, impairment and other charges, net		0.9			1.4			4.8			4.5
Other operating income, net		(1.6	)		—			(2.1	)		(9.8	)
Income from operations		28.2			18.2			126.8			127.3
Interest expense, net		2.9			3.1			9.8			10.4
Pension plan settlement charge		82.8			—			82.8			—
Investment and other loss (income), net		0.4			(0.3	)		1.2			(1.1	)
(Loss) earnings before income taxes		(57.9	)		15.4			33.0			118.0
Income tax (benefit) expense		(17.0	)		6.7			6.8			31.9
Net (loss) earnings	$	(40.9	)	$	8.7		$	26.2		$	86.1

Net (loss) earnings per share:
Basic	$	(1.49	)	$	0.30		$	0.94		$	2.94
Diluted	$	(1.49	)	$	0.29		$	0.92		$	2.86
Weighted average number of common shares outstanding:
Basic		27.4			29.1			27.9			29.3
Diluted		27.4			29.9			28.5			30.1

(a)

Exclusive of depreciation and amortization

See Notes to the Unaudited Condensed Consolidated Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(UNAUDITED)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025			2024		2025		2024
Net (loss) earnings	$	(40.9	)	$	8.7	$	26.2	$	86.1

Other comprehensive income, net of tax:
Translation adjustments		(0.6	)		0.8		1.1		0.2
Pension plan settlement charge		60.3			—		60.3		—
Adjustment for net periodic pension and other postretirement benefits plans		1.0			0.4		1.6		0.8
Other comprehensive income, net of tax		60.7			1.2		63.0		1.0
Comprehensive income	$	19.8		$	9.9	$	89.2	$	87.1

See Notes to the Unaudited Condensed Consolidated Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Balance Sheets

(in millions, except per share data)

(UNAUDITED)


	September 30, 2025			December 31, 2024
ASSETS
Cash and cash equivalents	$	22.7		$	57.3
Receivables, less allowances for expected losses of $24.2 in 2025 (2024 - $25.0)		161.0			138.0
Prepaid expenses and other current assets		34.0			37.2
Total current assets		217.7			232.5
Property, plant and equipment, net		6.8			8.9
Operating lease right-of-use assets		7.9			12.3
Software, net		97.3			96.5
Goodwill		405.7			405.4
Deferred income taxes, net		48.3			56.4
Other noncurrent assets		32.6			29.6
Total assets	$	816.3		$	841.6
LIABILITIES
Accounts payable	$	27.8		$	28.7
Current portion of long-term debt		5.8			—
Operating lease liabilities		5.4			10.3
Accrued liabilities		154.3			185.1
Total current liabilities		193.3			224.1
Long-term debt		148.9			124.7
Deferred compensation liabilities		12.0			12.2
Pension and other postretirement benefits plans liabilities		23.1			23.3
Noncurrent operating lease liabilities		2.6			6.4
Other noncurrent liabilities		13.3			14.8
Total liabilities		393.2			405.5
Commitments and Contingencies (Note 7)
EQUITY
Preferred stock, $0.01 par value
Authorized: 1.0 shares; Issued: None		—			—
Common stock, $0.01 par value
Authorized: 65.0 shares;
Issued and outstanding: 39.6 shares and 26.9 shares in 2025 (2024 - 38.9 shares and 28.7 shares)		0.4			0.4
Treasury stock, at cost: 12.7 shares in 2025 (2024 - 10.2 shares)		(469.0	)		(344.1	)
Additional paid-in capital		355.9			333.2
Retained earnings		554.7			528.5
Accumulated other comprehensive loss		(18.9	)		(81.9	)
Total equity		423.1			436.1
Total liabilities and equity	$	816.3		$	841.6

See Notes to the Unaudited Condensed Consolidated Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Statements of Cash Flows

(in millions)

(UNAUDITED)


	Nine Months Ended September 30,
	2025			2024
OPERATING ACTIVITIES
Net earnings	$	26.2		$	86.1
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		44.4			45.4
Provision for expected losses on accounts receivable		7.6			14.3
Share-based compensation expense		20.3			19.2
Deferred income taxes		(14.8	)		(5.7	)
Pension plan settlement charge		82.8			—
Net pension plan expense (income)		1.3			(0.8	)
Gain on sales of long-lived assets		(0.5	)		(9.8	)
Amortization of operating lease right-of-use assets		5.0			6.9
Other		(2.0	)		1.4
Changes in operating assets and liabilities:
Receivables, net		(29.6	)		(40.2	)
Prepaid expenses and other current assets		5.1			0.4
Accounts payable		1.5			—
Income taxes payable and receivable		(1.5	)		4.0
Accrued liabilities and other		(19.5	)		5.5
Operating lease liabilities		(7.4	)		(10.6	)
Pension and other postretirement benefits plans contributions		(13.8	)		(1.4	)
Net cash provided by operating activities		105.1			114.7
INVESTING ACTIVITIES
Capital expenditures		(45.2	)		(50.8	)
Proceeds from sales of investments in equity securities		0.1			0.2
Proceeds from sale of long-lived assets		—			12.4
Net cash used in investing activities		(45.1	)		(38.2	)
FINANCING ACTIVITIES
Revolving facility borrowings		236.5			159.5
Payments on revolving facility borrowings		(193.5	)		(159.5	)
Payments on long-term debt		(127.9	)		—
Proceeds from issuance of long-term debt		115.0			—
Debt issuance costs		(2.2	)		—
Treasury share repurchases		(123.1	)		(64.4	)
Cash received for common stock issuances		1.9			0.6
Finance lease payments		(2.4	)		(2.1	)
Net cash used in financing activities		(95.7	)		(65.9	)
Effect of exchange rate on cash and cash equivalents		1.1			(0.1	)
Net (decrease) increase in cash and cash equivalents		(34.6	)		10.5
Cash and cash equivalents at beginning of year		57.3			23.1
Cash and cash equivalents at end of period	$	22.7		$	33.6
Supplemental cash flow information:
Income taxes paid, net of refunds	$	23.6		$	33.5
Interest paid	$	8.6		$	10.7
Non-cash investing activities:
Capitalized software included in accounts payable	$	3.6		$	0.1

See Notes to the Unaudited Condensed Consolidated Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended September 30, 2025 and 2024

(in millions)

(UNAUDITED)


	Common Stock				Treasury Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
	Shares		Amount		Shares		Amount
Balance at June 30, 2025		39.6	$	0.4		12.1	$	(433.1	)	$	348.8	$	595.6		$	(79.6	)	$	432.1
Net loss		—		—		—		—			—		(40.9	)		—			(40.9	)
Other comprehensive income		—		—		—		—			—		—			60.7			60.7
Share-based compensation expense		—		—		—		—			6.8		—			—			6.8
Common stock repurchases		—		—		0.6		(35.8	)		—		—			—			(35.8	)
Issuance of share-based awards, net of withholdings and other		—		—		—		(0.1	)		0.3		—			—			0.2
Balance at September 30, 2025		39.6	$	0.4		12.7	$	(469.0	)	$	355.9	$	554.7		$	(18.9	)	$	423.1

	Common Stock				Treasury Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
	Shares		Amount		Shares		Amount
Balance at June 30, 2024		38.8	$	0.4		9.7	$	(313.0	)	$	318.7	$	513.5		$	(78.1	)	$	441.5
Net earnings		—		—		—		—			—		8.7			—			8.7
Other comprehensive income		—		—		—		—			—		—			1.2			1.2
Share-based compensation expense		—		—		—		—			6.7		—			—			6.7
Common stock repurchases		—		—		0.2		(13.4	)		—		—			—			(13.4	)
Issuance of share-based awards, net of withholdings and other		—		—		—		(0.2	)		—		—			—			(0.2	)
Balance at September 30, 2024		38.8	$	0.4		9.9	$	(326.6	)	$	325.4	$	522.2		$	(76.9	)	$	444.5

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Nine Months Ended September 30, 2025 and 2024

(in millions)

(UNAUDITED)


	Common Stock				Treasury Stock					Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Total Equity
	Shares		Amount		Shares		Amount
Balance at December 31, 2024		38.9	$	0.4		10.2	$	(344.1	)	$	333.2	$	528.5	$	(81.9	)	$	436.1
Net earnings		—		—		—		—			—		26.2		—			26.2
Other comprehensive income		—		—		—		—			—		—		63.0			63.0
Share-based compensation expense		—		—		—		—			20.3		—		—			20.3
Common stock repurchases		—		—		2.2		(112.5	)		—		—		—			(112.5	)
Issuance of share-based awards, net of withholdings and other		0.7		—		0.3		(12.4	)		2.4		—		—			(10.0	)
Balance at September 30, 2025		39.6	$	0.4		12.7	$	(469.0	)	$	355.9	$	554.7	$	(18.9	)	$	423.1

	Common Stock				Treasury Stock					Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Total Equity
	Shares		Amount		Shares		Amount
Balance at December 31, 2023		38.0	$	0.4		8.9	$	(262.1	)	$	305.7	$	436.1	$	(77.9	)	$	402.2
Net earnings		—		—		—		—			—		86.1		—			86.1
Other comprehensive income		—		—		—		—			—		—		1.0			1.0
Share-based compensation expense		—		—		—		—			19.2		—		—			19.2
Common stock repurchases		—		—		0.6		(41.4	)		—		—		—			(41.4	)
Issuance of share-based awards, net of withholdings and other		0.8		—		0.4		(23.1	)		0.5		—		—			(22.6	)
Balance at September 30, 2024		38.8	$	0.4		9.9	$	(326.6	)	$	325.4	$	522.2	$	(76.9	)	$	444.5

See Notes to the Unaudited Condensed Consolidated Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements

(in millions, except per share data, unless otherwise indicated)

Note 1. Overview, Basis of Presentation and Significant Accounting Policies

Description of Business

DFIN is a leading global provider of innovative software and technology-enabled financial regulatory and compliance solutions. The Company provides regulatory filing and deal solutions via its software, technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs. DFIN helps its clients comply with applicable regulations where and how they want to work in a digital world, providing numerous solutions tailored to each client’s business needs. The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for when it is still regulatorily required or requested by investors.

The Company serves its clients’ regulatory and compliance needs throughout their respective life cycles. For its capital markets clients, the Company offers solutions that allow companies to comply with U.S. Securities and Exchange Commission (“SEC”) regulations and support their corporate financial transactions and regulatory/financial reporting through the use of digital document creation and online content management tools; filing agent services, where applicable; solutions to facilitate clients’ communications with their investors; and virtual data rooms and other deal management solutions. For investment companies clients, the Company provides solutions that allow investment companies to comply with SEC regulations and support financial and regulatory reporting through the use of content management and technology-enabled solutions for creating, compiling and filing regulatory communications as well as digital-driven solutions for distributing content to investors.

Services and Products

The Company separately reports its net sales and related cost of sales for its software solutions, tech-enabled services and print and distribution offerings. The Company’s software solutions consist of ActiveDisclosure® (“ActiveDisclosure”), the Arc Suite® software platform (“Arc Suite”) and Venue® Virtual Data Room (“Venue”). The Company’s tech-enabled services offerings consist of document composition, compliance-related SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and transactional solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping.

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN and all majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s latest Annual Report. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the results of operations, financial position and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year.

Significant Accounting Policies

Use of Estimates—The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical accounting estimates are disclosed in the Annual Report.

Allowances for Expected Losses—Transactions affecting the current expected credit loss (“CECL”) reserve during the nine months ended September 30, 2025 and 2024 were as follows:


	September 30,
	2025			2024
Balance, beginning of year	$	25.0		$	18.9
Provisions charged to expense		7.6			14.3
Write-offs, reclassifications and other		(8.4	)		(8.8	)
Balance, end of period	$	24.2		$	24.4

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

The components of the CECL reserve balance at September 30, 2025 and December 31, 2024 were as follows:


	September 30, 2025		December 31, 2024
Provision for accounts receivable	$	23.7	$	24.6
Provision for unbilled receivables and contract assets		0.5		0.4
Total	$	24.2	$	25.0

Assets Held for Sale—On March 29, 2024, the Company sold land for net proceeds of $13.2 million, of which $12.4 million was received in the first quarter of 2024. The Company recognized a net pre-tax gain of $10.6 million related to the sale, of which $9.8 million was recorded during the nine months ended September 30, 2024. The net pre-tax gain was recorded in other operating income, net on the Unaudited Condensed Consolidated Statements of Operations within the Capital Markets - Compliance and Communications Management operating segment.

Property, Plant and Equipment, net—The components of the Company’s property, plant and equipment, net at September 30, 2025 and December 31, 2024 were as follows:


	September 30, 2025			December 31, 2024
Land	$	0.3		$	0.3
Buildings		13.2			15.1
Machinery and equipment		55.5			56.0
		69.0			71.4
Less: Accumulated depreciation		(62.2	)		(62.5	)
Total	$	6.8		$	8.9

Depreciation expense was $1.3 million and $1.6 million for the three months ended September 30, 2025 and 2024, respectively, and $3.8 million and $4.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Software, net—Capitalized software development costs are amortized over their estimated useful life using the straight-line method, up to a maximum of three years. Amortization expense related to internally-developed software was $13.9 million and $15.6 million for the three months ended September 30, 2025 and 2024, respectively, and $40.6 million and $40.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Investments—The carrying value of the Company’s investments in equity securities was $6.3 million and $5.8 million at September 30, 2025 and December 31, 2024, respectively. The Company measures its equity securities that do not have a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires that an entity disclose consistent categories and greater disaggregation of information in the income tax rate reconciliation, income taxes paid disaggregated by jurisdiction, among other amendments that expand income tax disclosures. The standard is effective for fiscal years beginning after December 15, 2024. The Company expects that the adoption of this standard will result in additional income tax disclosures to the consolidated financial statements.

In November 2024 and January 2025, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” and ASU No. 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” respectively, which require that an entity disclose disaggregated information about specific natural expense categories underlying certain statement of operations expense line items that are considered relevant in a tabular format within the notes to the consolidated financial statements, among other amendments that expand statement of operations expense disclosures. The standards are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the adoption of this standard on its disclosures to the consolidated financial statements.

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which clarifies the threshold entities apply to begin capitalizing costs and removes references to software development project stages. The ASU requires that an entity capitalize software costs when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the intended functions, including consideration of whether there is significant development uncertainty. The standard is effective for fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the adoption of this standard on the consolidated financial statements.

Note 2. Revenue

Revenue Recognition

The Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers as well as performs tagging of documents using Inline eXtensible Business Reporting Language (“iXBRL”) and other services. Clients are provided with EDGAR filing services, iXBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company provides software solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs, including ActiveDisclosure, Arc Suite and Venue, and provides digital document creation, online content management and print and distribution solutions.

Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. Revenue for the Company’s software solutions, tech-enabled services and print and distribution offerings is recognized either over time or at a point in time, as further disclosed in the Annual Report.

Disaggregation of Revenue

The following table disaggregates revenue between software solutions, tech-enabled services and print and distribution by reportable segment:


	Three Months Ended September 30,
	2025								2024
	Software Solutions		Tech-enabled Services		Print and Distribution		Total		Software Solutions		Tech-enabled Services		Print and Distribution		Total
Capital Markets - Software Solutions	$	59.0	$	—	$	—	$	59.0	$	53.3	$	—	$	—	$	53.3
Capital Markets - Compliance and Communications Management		—		51.3		5.9		57.2		—		55.6		7.9		63.5
Investment Companies - Software Solutions		31.7		—		—		31.7		28.9		—		—		28.9
Investment Companies - Compliance and Communications Management		—		17.3		10.1		27.4		—		19.6		14.2		33.8
Total net sales	$	90.7	$	68.6	$	16.0	$	175.3	$	82.2	$	75.2	$	22.1	$	179.5

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)


	Nine Months Ended September 30,
	2025								2024
	Software Solutions		Tech-enabled Services		Print and Distribution		Total		Software Solutions		Tech-enabled Services		Print and Distribution		Total
Capital Markets - Software Solutions	$	170.0	$	—	$	—	$	170.0	$	163.6	$	—	$	—	$	163.6
Capital Markets - Compliance and Communications Management		—		176.7		57.9		234.6		—		202.9		65.5		268.4
Investment Companies - Software Solutions		97.5		—		—		97.5		84.5		—		—		84.5
Investment Companies - Compliance and Communications Management		—		53.6		38.8		92.4		—		57.4		51.7		109.1
Total net sales	$	267.5	$	230.3	$	96.7	$	594.5	$	248.1	$	260.3	$	117.2	$	625.6

Unbilled Receivables and Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets, unbilled receivables or contract liabilities. Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists and therefore invoicing has not yet occurred. The Company generally estimates contract assets based on the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company’s contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment.

Contract assets were $18.8 million and $13.8 million at September 30, 2025 and December 31, 2024, respectively. Generally, the contract assets balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration. Amounts recognized as revenue exceeded the estimates for performance obligations satisfied in previous periods by approximately $8.6 million and $7.6 million for the three months ended September 30, 2025 and 2024, respectively, and $21.7 million and $18.4 million for the nine months ended September 30, 2025 and 2024, respectively, primarily due to changes in the Company’s estimate of variable consideration and the application of the constraint.

Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price. Unbilled receivables were $26.8 million and $24.1 million at September 30, 2025 and December 31, 2024, respectively. Unbilled receivables and contract assets are included in receivables, less allowances for expected losses on the Unaudited Condensed Consolidated Balance Sheets.

Contract liabilities consist of deferred revenue and progress billings, the majority of which is included in accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. Contract liabilities were $63.8 million and $52.9 million at September 30, 2025 and December 31, 2024, respectively. Contract liabilities increased during the period due to amounts invoiced for performance obligations before the revenue recognition criteria were met, which were offset by decreases due to revenue recognized in the period. The Company recognized $8.6 million and $7.6 million for the three months ended September 30, 2025 and 2024, respectively, and $46.1 million and $35.9 million of revenue during the nine months ended September 30, 2025 and 2024, respectively, that was included in the deferred revenue balances at the beginning of the respective annual periods.

Most of the Company’s contracts with significant remaining performance obligations have an initial expected duration of one year or less. As of September 30, 2025, the future estimated revenue related to unsatisfied or partially satisfied performance obligations under contracts with an original contractual term in excess of one year was approximately $175 million, of which approximately 50% is expected to be recognized as revenue over the succeeding twelve months, and the remainder recognized thereafter.

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

Note 3. Goodwill

Goodwill balances by reportable segment were as follows:


	Gross book value at December 31, 2024		Accumulated impairment charges at December 31, 2024			Net book value at December 31, 2024		Foreign exchange adjustments		Net book value at September 30, 2025
Capital Markets - Software Solutions	$	99.9	$	—		$	99.9	$	0.1	$	100.0
Capital Markets - Compliance and Communications Management		252.5		—			252.5		0.2		252.7
Investment Companies - Software Solutions		53.0		—			53.0		—		53.0
Investment Companies - Compliance and Communications Management		40.6		(40.6	)		—		—		—
Total	$	446.0	$	(40.6	)	$	405.4	$	0.3	$	405.7

Note 4. Leases

The Company has operating leases for certain service centers, office space and equipment as well as finance leases, substantially all related to information technology equipment. Other information related to operating and finance leases for the three and nine months ended September 30, 2025 and 2024 was as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025			2024		2025			2024
Supplemental cash flow information:
Cash paid related to operating leases	$	2.4		$	3.6	$	7.9		$	11.3
Cash paid related to principal payments on finance leases	$	0.7		$	0.7	$	2.4		$	2.1

Non-cash disclosure:
(Decrease) increase in operating lease liabilities due to lease modifications and remeasurements	$	(2.2	)	$	—	$	(2.2	)	$	0.1

The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating lease expense:
Operating lease expense	$	1.8		$	2.4		$	5.5		$	7.3
Sublease income		(0.9	)		(1.2	)		(2.7	)		(3.4	)
Net operating lease expense	$	0.9		$	1.2		$	2.8		$	3.9

Finance lease expense:
Amortization of right-of-use assets	$	0.5		$	0.8		$	1.6		$	2.1
Interest on lease liabilities		—			0.1			0.1			0.2
Total finance lease expense	$	0.5		$	0.9		$	1.7		$	2.3

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

The Company’s finance leases as of September 30, 2025 and December 31, 2024 are presented on the Company’s Unaudited Condensed Consolidated Balance Sheets as follows:


	September 30, 2025		December 31, 2024
Property, plant and equipment, net	$	1.7	$	2.9

Accrued liabilities	$	0.9	$	2.8
Other noncurrent liabilities		0.2		0.2
Total	$	1.1	$	3.0

Note 5. Restructuring, Impairment and Other Charges, net

Restructuring, Impairment and Other Charges, net recognized in Results of Operations

The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs and other related costs associated with exit or disposal activities. Restructuring charges for employee terminations include management’s estimate as to the timing and amount of severance and actual results could differ from estimates.

For the three months ended September 30, 2025 and 2024, the Company recorded the following restructuring, impairment and other charges, net by reportable segment:


	Employee Terminations		Other Charges		Total
Three Months Ended September 30, 2025
Capital Markets - Software Solutions	$	0.1	$	0.1	$	0.2
Capital Markets - Compliance and Communications Management		0.3		—		0.3
Investment Companies - Software Solutions		0.3		—		0.3
Corporate		0.1		—		0.1
Total	$	0.8	$	0.1	$	0.9


	Employee Terminations		Impairment Charges		Other Charges		Total
Three Months Ended September 30, 2024
Capital Markets - Compliance and Communications Management	$	0.3	$	0.6	$	0.1	$	1.0
Investment Companies - Software Solutions		0.3		—		—		0.3
Corporate		0.1		—		—		0.1
Total	$	0.7	$	0.6	$	0.1	$	1.4

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

For the nine months ended September 30, 2025 and 2024, the Company recorded the following restructuring, impairment and other charges, net by reportable segment:


	Employee Terminations		Other Charges		Total
Nine Months Ended September 30, 2025
Capital Markets - Software Solutions	$	0.7	$	0.1	$	0.8
Capital Markets - Compliance and Communications Management		2.0		0.1		2.1
Investment Companies - Software Solutions		0.9		—		0.9
Investment Companies - Compliance and Communications Management		0.5		—		0.5
Corporate		0.4		0.1		0.5
Total	$	4.5	$	0.3	$	4.8


	Employee Terminations		Impairment Charges		Other Charges		Total
Nine Months Ended September 30, 2024
Capital Markets - Software Solutions	$	0.3	$	—	$	—	$	0.3
Capital Markets - Compliance and Communications Management		1.6		0.6		0.2		2.4
Investment Companies - Software Solutions		0.4		—		—		0.4
Investment Companies - Compliance and Communications Management		0.1		—		—		0.1
Corporate		1.2		—		0.1		1.3
Total	$	3.6	$	0.6	$	0.3	$	4.5

For the three months ended September 30, 2025, the Company recorded net restructuring charges of $0.8 million related to employee termination costs for approximately 10 employees, substantially all of whom are expected to be terminated by December 31, 2025. For the nine months ended September 30, 2025, the Company recorded net restructuring charges of $4.5 million related to employee termination costs for approximately 60 employees, substantially all of whom are expected to be terminated by December 31, 2025. The restructuring actions were primarily related to the reorganization of certain capital markets and investment companies operations.

For the three months ended September 30, 2024, the Company recorded restructuring charges of $0.7 million related to employee termination costs for approximately 10 employees, substantially all of whom were terminated as of December 31, 2024. For the nine months ended September 30, 2024, the Company recorded restructuring charges of $3.6 million related to employee termination costs for approximately 40 employees, substantially all of whom were terminated as of December 31, 2024. The restructuring actions were primarily related to the reorganization of certain capital markets operations and certain changes in management structure. The three and nine months ended September 30, 2024 also included $0.6 million of impairment charges.

Restructuring Reserve – Employee Terminations

The Company’s employee terminations liability is included in accrued liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. Changes in the accrual for employee terminations during the nine months ended September 30, 2025 were as follows:


	Employee Terminations
Balance at December 31, 2024	$	1.8
Restructuring charges, net		4.5
Cash paid		(4.8	)
Balance at September 30, 2025	$	1.5

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

Note 6. Retirement Plans

The components of net pension plan expense (income) for the three and nine months ended September 30, 2025 and 2024 are included in investment and other loss (income), net on the Unaudited Condensed Consolidated Statements of Operations and were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Interest cost	$	2.6		$	2.8		$	7.7		$	8.3
Expected return on assets		(2.5	)		(3.4	)		(7.5	)		(10.1	)
Amortization, net		0.3			0.4			1.1			1.0
Net pension plan expense (income)		0.4			(0.2	)		1.3			(0.8	)
Pension plan settlement charge		82.8			—			82.8			—
Total pension plan expense (income)	$	83.2		$	(0.2	)	$	84.1		$	(0.8	)

Pension Plan Termination and Settlement

In August 2024, the Company executed an amendment to commence the process of terminating the Company’s primary defined benefit plan (the “Plan”). During the three months ended September 30, 2025, the Company settled the Plan obligations through a combination of lump sum payments to certain Plan participants and the purchase of a non-participating irrevocable group annuity contract (the “Plan Settlement”). In connection with the Plan Settlement, the Company made a $12.5 million cash contribution to fully fund the Plan.

As a result of the Plan Settlement, the Company remeasured the Plan’s assets and obligations and recognized a non-cash settlement charge of $82.8 million during the three and nine months ended September 30, 2025, due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss on the Unaudited Condensed Consolidated Balance Sheets. The Plan Settlement was recorded within Corporate.

Note 7. Commitments and Contingencies

Litigation

From time to time, the Company’s customers and other counterparties file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation or other dispute resolution proceedings arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation or other proceedings will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

Note 8. Debt

The Company’s debt as of September 30, 2025 and December 31, 2024 consisted of the following:


	September 30, 2025			December 31, 2024
Term Loan A Facility	$	112.1		$	125.0
Borrowings under the Revolving Facility		43.0			—
Unamortized debt issuance costs		(0.4	)		(0.3	)
Total debt		154.7			124.7
Less: current portion of long-term debt		5.8			—
Long-term debt	$	148.9		$	124.7

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

Credit Agreement—On March 13, 2025, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to provide for a $115.0 million term loan A facility (the “Term Loan A Facility”), establish a $300.0 million revolving facility (the “Revolving Facility”) with a maturity date of March 13, 2030 to replace the entire amount of the revolving facility and modify the financial maintenance and negative covenants in the Amended and Restated Credit Agreement, among other things. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Amended and Restated Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Amended and Restated Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate.

Term Loan A Facility—The Company used the proceeds of the Term Loan A Facility and the Revolving Facility to retire the full $125.0 million of the Company’s then-outstanding Delayed Draw Term Loan A Facility. Under the Amended and Restated Credit Agreement, the Term Loan A Facility bears interest at a rate equal to the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 2.00% to 2.50% based on the Company’s Consolidated Net Leverage Ratio. The principal amount of loans under the Term Loan A Facility are due and payable in equal quarterly installments of 1.25% of the original principal amount of the loans during the first three years after funding, beginning on June 30, 2025, and 2.50% of the original principal amount of the loans thereafter. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The entire unpaid principal amount of the loans will be due and payable in full on March 13, 2030. The fair value of the Term Loan A Facility and Delayed Draw Term Loan A Facility was $111.3 million and $125.0 million as of September 30, 2025 and December 31, 2024, respectively, and was determined to be Level 2 under the fair value hierarchy. The weighted-average interest rate on borrowings under the Term Loan A Facility and Delayed Draw Term Loan A Facility was 6.5% and 7.4% for the nine months ended September 30, 2025 and 2024, respectively.

Revolving Facility—As of September 30, 2025, there were $43.0 million of borrowings outstanding under the Revolving Facility and there were no borrowings outstanding under the Revolving Facility as of December 31, 2024. The weighted-average interest rate on borrowings under the Revolving Facility was 6.7% and 7.7% for the nine months ended September 30, 2025 and 2024, respectively. The fair value of the Company’s borrowing under the Revolving Facility is classified as Level 2 under the fair value hierarchy and approximated its carrying value as of September 30, 2025, as the Revolving Facility carries a variable rate of interest reflecting current market rates.

The following table summarizes interest expense, net included on the Unaudited Condensed Consolidated Statements of Operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Interest incurred	$	3.2		$	3.5		$	10.6		$	12.1
Interest income, net of loss on debt extinguishment		(0.3	)		(0.4	)		(0.8	)		(1.7	)
Interest expense, net	$	2.9		$	3.1		$	9.8		$	10.4

Note 9. (Loss) Earnings per Share

Net (loss) earnings per basic share is calculated by dividing net (loss) earnings by the weighted-average number of common shares outstanding for the period. Net earnings per diluted share is computed using the weighted-average number of common and potentially dilutive shares outstanding during the period, including stock options, restricted stock units (“RSUs”), performance share units (“PSUs”) and restricted stock, using the treasury stock method. Since the Company was in a net loss position for the three months ended September 30, 2025, approximately 1.0 million of potential weighted-average outstanding common shares were excluded from the calculation of diluted common shares outstanding as the effect would have been anti-dilutive.

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

The reconciliation of the numerator and denominator of the net (loss) earnings per basic and diluted share calculations for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025			2024		2025		2024
Net (loss) earnings per share:
Basic	$	(1.49	)	$	0.30	$	0.94	$	2.94
Diluted	$	(1.49	)	$	0.29	$	0.92	$	2.86
Numerator:
Net (loss) earnings	$	(40.9	)	$	8.7	$	26.2	$	86.1
Denominator:
Weighted-average number of common shares outstanding		27.4			29.1		27.9		29.3
Dilutive awards		—			0.8		0.6		0.8
Diluted weighted-average number of common shares outstanding		27.4			29.9		28.5		30.1

Note 10. Capital Stock

The Company has authorized for issuance 65 million shares of $0.01 par value common stock and one million shares of $0.01 par value preferred stock. The Board may divide the preferred stock into one or more series and fix the redemption, dividend, voting, conversion, sinking fund, liquidation and other rights. The Company has no present plans to issue any preferred stock.

Common Stock Repurchases

On November 14, 2023, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on January 1, 2024, with an expiration date of December 31, 2025. On May 15, 2025, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on May 16, 2025, with an expiration date of December 31, 2026. This new share repurchase program replaces the previous $150 million program. As of September 30, 2025, the remaining authorized amount was $114.5 million.

The stock repurchase program may be suspended or discontinued at any time. The timing and amount of any shares repurchased are determined by the Company based on its evaluation of market conditions and other factors and may be completed from time to time in one or more transactions on the open market or in privately negotiated purchases in accordance with all applicable securities laws and regulations and all repurchases in the open market will be made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so.

The Company’s stock repurchases, excluding associated excise taxes, for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Common stock repurchases	$	35.5	$	13.3	$	111.6	$	41.3
Number of shares repurchased		659,367		208,254		2,307,820		665,535
Average price paid per share	$	53.79	$	63.96	$	48.35	$	62.10

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

Note 11. Comprehensive Income

The components of other comprehensive income (loss) and income tax expense (benefit) allocated to each component for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Three Months Ended September 30, 2025								Nine Months Ended September 30, 2025
	Before Tax			Income Tax		Net of Tax			Before Tax		Income Tax		Net of Tax
Translation adjustments	$	(0.6	)	$	—	$	(0.6	)	$	1.1	$	—	$	1.1
Pension plan settlement charge		82.8			22.5		60.3			82.8		22.5		60.3
Adjustment for net periodic pension and other postretirement benefits plans		1.3			0.3		1.0			2.1		0.5		1.6
Other comprehensive income	$	83.5		$	22.8	$	60.7		$	86.0	$	23.0	$	63.0


	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	Before Tax		Income Tax		Net of Tax		Before Tax		Income Tax		Net of Tax
Translation adjustments	$	0.8	$	—	$	0.8	$	0.2	$	—	$	0.2
Adjustment for net periodic pension and other postretirement benefits plans		0.4		—		0.4		1.0		0.2		0.8
Other comprehensive income	$	1.2	$	—	$	1.2	$	1.2	$	0.2	$	1.0

The following tables summarize changes in accumulated other comprehensive loss by component for the three months ended September 30, 2025 and 2024:


	Pension and Other Postretirement Benefits Plans			Translation Adjustments			Total
Balance at June 30, 2025	$	(65.8	)	$	(13.8	)	$	(79.6	)
Other comprehensive loss before reclassifications		—			(0.6	)		(0.6	)
Reclassifications:
Pension plan settlement charge (a)		82.8			—			82.8
Pension plan remeasurement (a)		1.0			—			1.0
Amortization of net actuarial loss (b)		0.3			—			0.3
Less: Income tax		22.8			—			22.8
Reclassifications, net of tax		61.3			—			61.3
Net change in accumulated other comprehensive loss		61.3			(0.6	)		60.7
Balance at September 30, 2025	$	(4.5	)	$	(14.4	)	$	(18.9	)


	Pension and Other Postretirement Benefits Plans			Translation Adjustments			Total
Balance at June 30, 2024	$	(63.3	)	$	(14.8	)	$	(78.1	)
Other comprehensive income before reclassifications		—			0.8			0.8
Reclassifications:
Amortization of net actuarial loss (b)		0.4			—			0.4
Reclassifications, net of tax		0.4			—			0.4
Net change in accumulated other comprehensive loss		0.4			0.8			1.2
Balance at September 30, 2024	$	(62.9	)	$	(14.0	)	$	(76.9	)

(a)

(b)

These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans expense (income) recognized in investment and other loss (income), net on the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans).

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

The following tables summarize changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2025 and 2024:


	Pension and Other Postretirement Benefits Plans			Translation Adjustments			Total
Balance at December 31, 2024	$	(66.4	)	$	(15.5	)	$	(81.9	)
Other comprehensive income before reclassifications		—			1.1			1.1
Reclassifications:
Pension plan settlement charge (a)		82.8			—			82.8
Pension plan remeasurement (a)		1.0			—			1.0
Amortization of net actuarial loss (b)		1.1			—			1.1
Less: Income tax		23.0			—			23.0
Reclassifications, net of tax		61.9			—			61.9
Net change in accumulated other comprehensive loss		61.9			1.1			63.0
Balance at September 30, 2025	$	(4.5	)	$	(14.4	)	$	(18.9	)


	Pension and Other Postretirement Benefits Plans			Translation Adjustments			Total
Balance at December 31, 2023	$	(63.7	)	$	(14.2	)	$	(77.9	)
Other comprehensive loss before reclassifications		—			(0.2	)		(0.2	)
Reclassifications:
Amortization of net actuarial loss (b)		1.0			—			1.0
Reclassification of translation adjustment		—			0.5			0.5
Less: Income tax		0.2			0.1			0.3
Reclassifications, net of tax		0.8			0.4			1.2
Net change in accumulated other comprehensive loss		0.8			0.2			1.0
Balance at September 30, 2024	$	(62.9	)	$	(14.0	)	$	(76.9	)

(a)

(b)

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

Note 12. Segment Information

The Company operates its business through four operating and reportable segments: Capital Markets – Software Solutions, Capital Markets – Compliance and Communications Management, Investment Companies – Software Solutions and Investment Companies – Compliance and Communications Management. Corporate is not an operating segment and consists primarily of unallocated selling, general and administrative (“SG&A”) activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain costs, losses and earnings of employee benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments.

Capital Markets

The Company provides software solutions, tech-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. Capital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the SEC’s EDGAR system for their transactional and ongoing compliance needs. The Company assists its capital markets clients throughout the course of initial public offerings, secondary offerings, mergers and acquisitions, public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company (“SPAC”) and de-SPAC transactions and other similar transactions. In addition, the Company provides clients with compliance solutions to prepare their ongoing required Exchange Act filings that are compatible with the SEC’s EDGAR system, most notably Form 10-K, Form 10-Q, Form 8-K and proxy filings. The Company’s operating segments associated with its capital markets services and product offerings are as follows:

Capital Markets – Software Solutions—The CM-SS segment provides Venue and ActiveDisclosure subscriptions and related services (including service packages and services the Company performs on behalf of its clients with customer-facing software) to public and private companies to help manage public and private transactional and compliance processes; collaborate; and tag, validate and file SEC documents.

Capital Markets – Compliance & Communications Management—The CM-CCM segment provides tech-enabled services and print and distribution solutions to public and private companies for deal solutions and SEC compliance requirements. The Company offers around-the-clock services to support the transaction process, production platform and service delivery model. The Company has seen clients utilizing the range of options available to them, including a hybrid approach with working group members participating both virtually and in-person during drafting sessions for their transactions or a fully-virtual experience.

Investment Companies

The Company provides software solutions, tech-enabled services and print, distribution and fulfillment solutions to its investment companies clients, which are primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators, that are subject to the filing and reporting requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”) as well as European and Canadian regulations. The Company’s suite of solutions enables its investment companies clients to comply with applicable ongoing SEC regulations, as well as to create, manage and deliver accurate and timely financial communications to investors and regulators. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the SEC’s EDGAR system. The Company’s operating segments associated with its investment companies services and products offerings are as follows:

Investment Companies – Software Solutions—The IC-SS segment provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including subscriptions to ArcDigital, ArcPro, ArcRegulatory and ArcReporting as well as related services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors.

Investment Companies – Compliance & Communications Management—The IC-CCM segment provides clients with tech-enabled services and print and distribution solutions for creating, filing and distributing regulatory communications and solutions for investor communications, as well as iXBRL-formatted filings pursuant to the Investment Company Act, through the SEC’s EDGAR system. The IC-CCM segment also provides turnkey proxy services, including discovery, planning and implementation, print and mail management, solicitation, tabulation services, stockholder meeting review and expert support.

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)

Information by Segment

The chief operating decision maker (“CODM”) regularly reviews segment net sales and Segment Adjusted EBITDA to assess segment performance and to decide how to allocate resources. Segment Adjusted EBITDA is reviewed to monitor budget versus actual results, analyze historical trends in assessing performance and identify actions required to improve profitability. Segment Adjusted EBITDA is defined as (loss) earnings before interest expense, net, income tax (benefit) expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as reflected in the Reconciliation of total Segment Adjusted EBITDA sections below, which management believes are not indicative of ongoing operations and segment performance. As the CODM does not review segment assets to evaluate segment performance, segment assets are not disclosed.

The following tables include selected financial data for the Company’s reportable segments for the three and nine months ended September 30, 2025 and 2024:


	Capital Markets - Software Solutions			Capital Markets - Compliance and Communications Management		Investment Companies - Software Solutions		Investment Companies - Compliance and Communications Management		Total
Three Months Ended September 30, 2025
Net sales	$	59.0		$	57.2	$	31.7	$	27.4	$	175.3
Less:
Cost of sales (a)		14.8			20.9		13.6		14.1
SG&A expenses (a)		23.7			16.6		6.5		3.7
Other segment items (a)		(0.1	)		0.1		—		0.1
Segment Adjusted EBITDA	$	20.6		$	19.6	$	11.6	$	9.5	$	61.3
Reconciliation of total Segment Adjusted EBITDA
Corporate (b)											(11.8	)
Restructuring, impairment and other charges, net											(0.9	)
Share-based compensation expense											(6.8	)
Pension plan settlement charge											(82.8	)
Accelerated rent benefit											1.6
Depreciation and amortization											(15.2	)
Interest expense, net											(2.9	)
Investment and other loss, net											(0.4	)
Loss before income taxes										$	(57.9	)


Three Months Ended September 30, 2024
Net sales	$	53.3	$	63.5		$	28.9	$	33.8	$	179.5
Less:
Cost of sales (a)		14.6		23.3			13.0		17.7
SG&A expenses (a)		25.5		20.2			6.9		5.8
Other segment items (a)		—		(0.1	)		0.1		0.1
Segment Adjusted EBITDA	$	13.2	$	20.1		$	8.9	$	10.2	$	52.4
Reconciliation of total Segment Adjusted EBITDA
Corporate (b)											(9.2	)
Restructuring, impairment and other charges, net											(1.4	)
Share-based compensation expense											(6.7	)
Non-income tax, net											0.3
Depreciation and amortization											(17.2	)
Interest expense, net											(3.1	)
Investment and other income, net											0.3
Earnings before income taxes										$	15.4

(a)

The significant expense categories align with the segment-level information that is regularly provided to the CODM. Segment Cost of sales, segment SG&A expenses and other segment items were adjusted to exclude certain items, as reflected in the Reconciliation of total Segment Adjusted EBITDA sections above, that are not included in the Segment Adjusted EBITDA profitability metric utilized by the CODM.

(b)

Corporate is not an operating segment and consists primarily of unallocated SG&A expenses.

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)


	Capital Markets - Software Solutions			Capital Markets - Compliance and Communications Management		Investment Companies - Software Solutions		Investment Companies - Compliance and Communications Management		Total
Nine Months Ended September 30, 2025
Net sales	$	170.0		$	234.6	$	97.5	$	92.4	$	594.5
Less:
Cost of sales (a)		42.7			88.3		39.7		46.1
SG&A expenses (a)		70.5			53.1		19.2		11.9
Other segment items (a)		(0.1	)		0.1		—		0.1
Segment Adjusted EBITDA	$	56.9		$	93.1	$	38.6	$	34.3	$	222.9
Reconciliation of total Segment Adjusted EBITDA
Corporate (b)											(28.9	)
Restructuring, impairment and other charges, net											(4.8	)
Share-based compensation expense											(20.3	)
Pension plan settlement charge											(82.8	)
Accelerated rent benefit											1.6
Gain on sale of long-lived assets											0.5
Non-income tax, net											0.2
Gain on investments in equity securities											0.1
Depreciation and amortization											(44.4	)
Interest expense, net											(9.8	)
Investment and other loss, net											(1.3	)
Earnings before income taxes										$	33.0


Nine Months Ended September 30, 2024
Net sales	$	163.6	$	268.4		$	84.5	$	109.1	$	625.6
Less:
Cost of sales (a)		43.1		98.8			37.1		57.0
SG&A expenses (a)		70.3		72.4			19.3		15.3
Other segment items (a)		—		(0.1	)		0.1		0.1
Segment Adjusted EBITDA	$	50.2	$	97.3		$	28.0	$	36.7	$	212.2
Reconciliation of total Segment Adjusted EBITDA
Corporate (b)											(26.6	)
Restructuring, impairment and other charges, net											(4.5	)
Share-based compensation expense											(19.2	)
Gain on sale of long-lived assets											9.8
Non-income tax, net											1.0
Gain on investments in equity securities											0.4
Depreciation and amortization											(45.4	)
Interest expense, net											(10.4	)
Investment and other income, net											0.7
Earnings before income taxes										$	118.0

(a)

(b)

Corporate is not an operating segment and consists primarily of unallocated SG&A expenses.

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Notes to the Unaudited Condensed Consolidated Financial Statements (continued)

(in millions, except per share data, unless otherwise indicated)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation and amortization
Capital Markets - Software Solutions	$	7.8	$	7.1	$	22.5	$	20.3
Capital Markets - Compliance and Communications Management		1.6		4.3		4.7		8.4
Investment Companies - Software Solutions		4.8		4.5		14.3		13.1
Investment Companies - Compliance and Communications Management		1.0		1.2		2.9		3.5
Total operating segments		15.2		17.1		44.4		45.3
Corporate		—		0.1		—		0.1
Total	$	15.2	$	17.2	$	44.4	$	45.4

Capital expenditures
Capital Markets - Software Solutions	$	8.2	$	9.9	$	22.9	$	24.3
Capital Markets - Compliance and Communications Management		2.2		2.1		6.6		5.9
Investment Companies - Software Solutions		3.8		6.0		12.6		17.0
Investment Companies - Compliance and Communications Management		0.5		0.5		1.6		2.3
Total operating segments		14.7		18.5		43.7		49.5
Corporate		0.5		0.6		1.5		1.3
Total	$	15.2	$	19.1	$	45.2	$	50.8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), unless otherwise specified or the context otherwise requires, the “Company” or “DFIN” refer to Donnelley Financial Solutions, Inc. and its consolidated subsidiaries. MD&A should be read together with the Company’s Unaudited Condensed Consolidated Financial Statements and the related notes thereto, as well as the Company’s audited Consolidated Financial Statements and the related notes thereto within its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025 (the “Annual Report”).

Company Overview

Technological advancements, regulatory changes, and evolving workflow preferences have led to the Company’s clients managing more of the financial disclosure process themselves, changing the marketplace for the Company’s services and products. DFIN’s strategy in its Software Solutions segments (CM-SS and IC-SS, as defined below) aligns with the changing marketplace by focusing the Company’s investments and resources in its advanced software solutions, primarily ActiveDisclosure® (“ActiveDisclosure”), Arc Suite® software platform (“Arc Suite”) and Venue® Virtual Data Room (“Venue”), while making targeted investments to further enhance product features. In its Compliance & Communications Management segments (CM-CCM and IC-CCM, as defined below), the Company’s strategy focuses on maintaining its market-leading position by offering a high-touch, service-oriented experience, using its unique combination of tech-enabled services and print and distribution capabilities.

Market Volatility/Cyclicality and Seasonality

The Company’s Capital Markets segments (CM-SS and CM-CCM), in particular, are subject to market volatility, as the demand for the transactional and Venue offerings is largely dependent on the global market for initial public offerings (“IPOs”), secondary offerings, mergers and acquisitions (“M&A”), public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company (“SPAC”) and de-SPAC transactions and other similar transactions. A variety of factors impact the global markets for transactions, including economic activity levels, interest rates, market volatility, the regulatory and political environment, tariffs and trade policy, geopolitical and civil unrest and global pandemics, among others. Due to the significant net sales and profitability derived from transactional and Venue offerings, market volatility can lead to uneven financial performance when comparing to previous periods. Recently, U.S. capital market transactions, especially IPOs and M&A transactions have been disrupted by the U.S. federal government shutdown that began on October 1, 2025. Future government shutdowns or other factors impacting the attractiveness of U.S. capital markets could result in additional volatility. The Company’s compliance offerings, supporting the quarterly and annual public company reporting processes through its filing services and ActiveDisclosure, as well as its Investment Companies segments (IC-SS and IC-CCM) regulatory and stockholder communications offerings, including Arc Suite, are less impacted by market volatility. The Company's overall risk profile is balanced by offering services in higher demand during a down market, such as document management tools for the bankruptcy/restructuring process and by moving upstream in the transactional process with products like Venue.

The quarterly/annual public company reporting cycle subjects the Company to filing seasonality which peaks shortly after the end of each fiscal quarter. Additionally, investment companies clients’ financial and regulatory reporting requirements include filings for mutual funds on a semi-annual basis as well as annual prospectus filings, which peaks during the second fiscal quarter. The seasonality and associated operational implications include the need to increase staff during peak periods through a combined strategy of hiring temporary personnel, increasing the premium time of existing staff and outsourcing production for a number of services. ActiveDisclosure and Arc Suite provide clients and their financial advisors software solutions which allow them to autonomously file and distribute compliance documents with regulatory agencies reducing the need for additional service support during peak periods. The Company remains focused on driving annual recurring revenue to mitigate the impact of market volatility on its financial results.

Services and Products

The Company separately reports its net sales and related cost of sales for its software solutions, tech-enabled services and print and distribution offerings. The Company’s software solutions consist of ActiveDisclosure, Arc Suite and Venue. The Company’s tech-enabled services offerings consist of document composition, compliance-related SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and transactional solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping.

Government Regulations and Regulatory Impact

The SEC is adopting new as well as amending existing rules and forms to enhance the security and modernize the reporting and disclosure of information under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act of 1940, as amended (the “Investment Company Act”). As the scope and complexity of the regulatory environment continues to increase, regulators are also demanding a greater use of structured, machine-readable data in companies’ disclosures, more summary documents and layered website disclosures. These actions are driving significant changes which impact the Company and its customers. The Company actively monitors proposals, through comment periods, adoption, implementation and legal challenges, as applicable. Regulatory changes have enabled the Company to offer new value-added functionality and services and accelerate its transition from print and distribution to software solutions.

Segments

The Company’s four operating and reportable segments are: Capital Markets – Software Solutions (“CM-SS”), Capital Markets – Compliance and Communications Management (“CM-CCM”), Investment Companies – Software Solutions (“IC-SS”) and Investment Companies – Compliance and Communications Management (“IC-CCM”). Corporate is not an operating segment and consists primarily of unallocated selling, general and administrative (“SG&A”) activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain costs, losses and earnings of employee benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments.

Capital Markets

Investment Companies

Executive Overview

Third Quarter Overview

Net sales for the three months ended September 30, 2025 decreased by $4.2 million, or 2.3%, to $175.3 million from $179.5 million for the three months ended September 30, 2024, including a $0.5 million, or 0.3%, increase due to changes in foreign currency exchange rates. Net sales decreased due to lower tech-enabled services net sales of $6.6 million, primarily driven by lower capital markets transactional and compliance volumes, and lower print and distribution net sales of $6.1 million, primarily as a result of lower investment companies compliance volumes, partially offset by higher software solutions net sales of $8.5 million, primarily due to higher ActiveDisclosure net sales of $4.7 million and higher Arc Suite net sales of $2.8 million.

Income from operations for the three months ended September 30, 2025 increased by $10.0 million, or 54.9%, to $28.2 million from $18.2 million for the three months ended September 30, 2024, primarily due to lower SG&A expenses of $6.7 million, lower cost of sales of $3.4 million and lower depreciation and amortization expense of $2.0 million, partially offset by lower net sales of $4.2 million, as described above. The lower SG&A expense is largely driven by lower incentive compensation expense and cost control initiatives, partially offset by higher healthcare expense of $4.3 million, whereas the lower cost of sales of $3.4 million is largely driven by lower sales volumes.

Year-to-Date Overview

Net sales for the nine months ended September 30, 2025 decreased by $31.1 million, or 5.0%, to $594.5 million from $625.6 million for the nine months ended September 30, 2024, including a $0.2 million increase due to changes in foreign currency exchange rates. Net sales decreased due to lower tech-enabled services net sales of $30.0 million, primarily driven by lower capital markets transactional and compliance volumes, and lower print and distribution net sales of $20.5 million, primarily as a result of lower investment companies and capital markets compliance volumes, partially offset by higher software solutions net sales of $19.4 million, primarily due to higher Arc Suite net sales of $13.0 million and higher ActiveDisclosure net sales of $9.0 million.

Income from operations of $126.8 million for the nine months ended September 30, 2025 decreased by $0.5 million, or 0.4%, as compared to the nine months ended September 30, 2024, primarily due to lower net sales of $31.1 million, as described above, and a net gain of $9.8 million on the sale of land during the nine months ended September 30, 2024, partially offset by lower SG&A expenses of $19.8 million and lower cost of sales of $17.8 million. The lower SG&A expense is largely driven by cost control initiatives, lower bad debt expense of $6.7 million and lower incentive compensation expense, partially offset by higher healthcare expense of $4.4 million, whereas the lower cost of sales of $17.8 million is largely driven by lower sales volumes and cost control initiatives.

Pension Plan Termination and Settlement

Financial Review

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical estimates are disclosed in the Annual Report.

The chief operating decision maker regularly reviews segment net sales and Segment Adjusted EBITDA to assess segment performance and to decide how to allocate resources. Segment Adjusted EBITDA is defined as (loss) earnings before interest expense, net, income tax (benefit) expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as further described in Note 12, Segment Information, which management believes are not indicative of ongoing operations and segment performance. Presentation of segment profitability for the three and nine months ended September 30, 2024 was revised to be comparable to the current period presentation. Corporate is not an operating segment and consists primarily of unallocated SG&A expenses. See Note 12, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated (loss) earnings before income taxes.

In the financial review that follows, the Company discusses its unaudited condensed consolidated results of operations, segment net sales, Segment Adjusted EBITDA, financial position, cash flows and certain other information. The Company’s cost of sales as a percentage of net sales, consolidated income from operations, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin may be affected by sales mix (i.e., a higher proportion of sales of higher or lower margin services or products relative to total sales). Sales mix can vary period to period and is impacted by regulatory filing seasonality and global capital markets volatility. This discussion should be read in conjunction with the Company’s Unaudited Condensed Consolidated Financial Statements and the related notes thereto.

Results of Operations for the Three and Nine Months Ended September 30, 2025 as Compared to the Three and Nine Months Ended September 30, 2024

The following table shows the results of operations for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,												Nine Months Ended September 30,
	2025			2024			$ Change			% Change			2025			2024			$ Change			% Change
	(in millions, except percentages)
Net sales
Software solutions	$	90.7		$	82.2		$	8.5			10.3	%	$	267.5		$	248.1		$	19.4			7.8	%
Tech-enabled services		68.6			75.2			(6.6	)		(8.8	%)		230.3			260.3			(30.0	)		(11.5	%)
Print and distribution		16.0			22.1			(6.1	)		(27.6	%)		96.7			117.2			(20.5	)		(17.5	%)
Total net sales		175.3			179.5			(4.2	)		(2.3	%)		594.5			625.6			(31.1	)		(5.0	%)
Cost of sales (a)
Software solutions		28.4			27.6			0.8			2.9	%		82.4			80.3			2.1			2.6	%
Tech-enabled services		27.9			29.2			(1.3	)		(4.5	%)		86.8			93.7			(6.9	)		(7.4	%)
Print and distribution		9.0			11.9			(2.9	)		(24.4	%)		48.3			61.3			(13.0	)		(21.2	%)
Total cost of sales		65.3			68.7			(3.4	)		(4.9	%)		217.5			235.3			(17.8	)		(7.6	%)
Selling, general and administrative expenses (a)		67.3			74.0			(6.7	)		(9.1	%)		203.1			222.9			(19.8	)		(8.9	%)
Depreciation and amortization		15.2			17.2			(2.0	)		(11.6	%)		44.4			45.4			(1.0	)		(2.2	%)
Restructuring, impairment and other charges, net		0.9			1.4			(0.5	)		(35.7	%)		4.8			4.5			0.3			6.7	%
Other operating income, net		(1.6	)		—			(1.6	)	nm				(2.1	)		(9.8	)		7.7			(78.6	%)
Income from operations		28.2			18.2			10.0			54.9	%		126.8			127.3			(0.5	)		(0.4	%)
Interest expense, net		2.9			3.1			(0.2	)		(6.5	%)		9.8			10.4			(0.6	)		(5.8	%)
Pension plan settlement charge		82.8			—			82.8		nm				82.8			—			82.8		nm
Investment and other loss (income), net		0.4			(0.3	)		0.7		nm				1.2			(1.1	)		2.3		nm
(Loss) earnings before income taxes		(57.9	)		15.4			(73.3	)	nm				33.0			118.0			(85.0	)		(72.0	%)
Income tax (benefit) expense		(17.0	)		6.7			(23.7	)	nm				6.8			31.9			(25.1	)		(78.7	%)
Net (loss) earnings	$	(40.9	)	$	8.7		$	(49.6	)	nm			$	26.2		$	86.1		$	(59.9	)		(69.6	%)

(a)

Exclusive of depreciation and amortization

nm – Not meaningful

Consolidated

Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024

Net sales of software solutions of $90.7 million for the three months ended September 30, 2025 increased $8.5 million, or 10.3%, as compared to the three months ended September 30, 2024. Net sales of software solutions increased primarily due to $4.7 million of higher ActiveDisclosure net sales and $2.8 million of higher Arc Suite net sales.

Net sales of tech-enabled services of $68.6 million for the three months ended September 30, 2025 decreased $6.6 million, or 8.8%, as compared to the three months ended September 30, 2024. Net sales of tech-enabled services decreased primarily due to lower capital markets net sales of $4.3 million, driven by a decline in both transactional and compliance volumes.

Net sales of print and distribution of $16.0 million for the three months ended September 30, 2025 decreased $6.1 million, or 27.6%, as compared to the three months ended September 30, 2024. Net sales of print and distribution decreased primarily due to lower investment companies net sales of $4.1 million, driven by a decline in compliance volumes.

Software solutions cost of sales of $28.4 million for the three months ended September 30, 2025 increased $0.8 million, or 2.9%, as compared to the three months ended September 30, 2024. Software solutions cost of sales increased primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 2.3%, largely driven by higher sales volumes and Arc Suite price increases.

Tech-enabled services cost of sales of $27.9 million for the three months ended September 30, 2025 decreased $1.3 million, or 4.5%, as compared to the three months ended September 30, 2024. Tech-enabled services cost of sales decreased primarily due to lower sales volumes. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 1.9%, largely driven by lower compliance and transactional volumes.

Print and distribution cost of sales of $9.0 million for the three months ended September 30, 2025 decreased $2.9 million, or 24.4%, as compared to the three months ended September 30, 2024. Print and distribution cost of sales decreased primarily due to lower sales volumes. As a percentage of print and distribution net sales, print and distribution cost of sales increased 2.5%, largely driven by lower compliance volumes.

SG&A expenses of $67.3 million for the three months ended September 30, 2025 decreased $6.7 million, or 9.1%, as compared to the three months ended September 30, 2024. SG&A expenses decreased primarily due to lower incentive compensation expense, cost control initiatives and lower overhead costs, partially offset by higher healthcare expense of $4.3 million. As a percentage of net sales, SG&A expenses decreased to 38.4% for the three months ended September 30, 2025 from 41.2% for the three months ended September 30, 2024.

Depreciation and amortization of $15.2 million for the three months ended September 30, 2025 decreased $2.0 million, or 11.6%, as compared to the three months ended September 30, 2024, primarily due to $2.8 million of accelerated amortization expense related to discontinued software recorded during the three months ended September 30, 2024, partially offset by higher software amortization expense, driven by additional software development.

Restructuring, impairment and other charges, net of $0.9 million for the three months ended September 30, 2025 decreased $0.5 million, or 35.7%, as compared to the three months ended September 30, 2024. For the three months ended September 30, 2025, these charges included $0.8 million of employee termination costs for approximately 10 employees. For the three months ended September 30, 2024, these charges included $0.7 million of employee termination costs for approximately 10 employees.

Income from operations of $28.2 million for the three months ended September 30, 2025 increased $10.0 million, or 54.9%, as compared to the three months ended September 30, 2024. Income from operations increased primarily due to lower SG&A expenses of $6.7 million, lower cost of sales of $3.4 million and lower depreciation and amortization expense of $2.0 million, partially offset by lower net sales of $4.2 million, as described above. The lower SG&A expense is largely driven by lower incentive compensation expense and cost control initiatives, partially offset by higher healthcare expense of $4.3 million, whereas the lower cost of sales of $3.4 million is largely driven by lower sales volumes.

Interest expense, net of $2.9 million for the three months ended September 30, 2025 decreased $0.2 million, or 6.5%, as compared to the three months ended September 30, 2024.

Pension plan settlement charge of $82.8 million for the three months ended September 30, 2025 consisted of a non-cash loss on the settlement of the Company’s Plan due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss.

The effective income tax rate was 29.4% for the three months ended September 30, 2025 as compared to 43.5% for the three months ended September 30, 2024. The decrease in the effective income tax rate was primarily driven by an increase in the net favorable impact of discrete adjustments and the Company’s pre-tax loss for the three months ended September 30, 2025.

Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

Net sales of software solutions of $267.5 million for the nine months ended September 30, 2025 increased $19.4 million, or 7.8%, as compared to the nine months ended September 30, 2024. Net sales of software solutions increased due to $9.0 million of higher ActiveDisclosure net sales, $7.2 million increases in non-TSR related Arc Suite net sales and $5.8 million of higher net sales from the Company’s Tailored Shareholder Reporting (“TSR”) offering, partially offset by lower Venue net sales of $2.6 million.

Net sales of tech-enabled services of $230.3 million for the nine months ended September 30, 2025 decreased $30.0 million, or 11.5%, as compared to the nine months ended September 30, 2024. Net sales of tech-enabled services decreased primarily due to lower capital markets net sales of $26.2 million, driven by a decline in both transactional and compliance volumes.

Net sales of print and distribution of $96.7 million for the nine months ended September 30, 2025 decreased $20.5 million, or 17.5%, as compared to the nine months ended September 30, 2024. Net sales of print and distribution decreased due to lower investment companies net sales of $12.9 million and lower capital markets net sales of $7.6 million, both driven by a decline in compliance volumes.

Software solutions cost of sales of $82.4 million for the nine months ended September 30, 2025 increased $2.1 million, or 2.6%, as compared to the nine months ended September 30, 2024 primarily due to higher product development costs. As a percentage of software solutions net sales, software solutions cost of sales decreased 1.6%, primarily driven by Arc Suite price increases.

Tech-enabled services cost of sales of $86.8 million for the nine months ended September 30, 2025 decreased $6.9 million, or 7.4%, as compared to the nine months ended September 30, 2024. Tech-enabled services cost of sales decreased due to lower sales volumes, a lower allocation of overhead costs and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 1.7%, largely driven by lower compliance and transactional volumes.

Print and distribution cost of sales of $48.3 million for the nine months ended September 30, 2025 decreased $13.0 million, or 21.2%, as compared to the nine months ended September 30, 2024. Print and distribution cost of sales decreased due to lower sales volumes, a lower allocation of overhead costs and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 2.4%, largely driven by a lower allocation of overhead costs and cost control initiatives.

SG&A expenses of $203.1 million for the nine months ended September 30, 2025 decreased $19.8 million, or 8.9%, as compared to the nine months ended September 30, 2024. SG&A expenses decreased primarily due to cost control initiatives, lower bad debt expense of $6.7 million and lower incentive compensation expense, partially offset by higher healthcare expense of $4.4 million. As a percentage of net sales, SG&A expenses decreased to 34.2% for the nine months ended September 30, 2025 from 35.6% for the nine months ended September 30, 2024.

Depreciation and amortization of $44.4 million for the nine months ended September 30, 2025 decreased $1.0 million, or 2.2%, as compared to the nine months ended September 30, 2024, primarily due to $2.8 million of accelerated amortization expense related to discontinued software recorded during the nine months ended September 30, 2024, partially offset by higher software amortization expense, driven by additional software development.

Restructuring, impairment and other charges, net of $4.8 million for the nine months ended September 30, 2025 increased $0.3 million, or 6.7%, as compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025, these charges included $4.5 million of employee termination costs for approximately 60 employees. For the nine months ended September 30, 2024, these charges included $3.6 million of employee termination costs for approximately 40 employees.

Other operating income, net of $9.8 million for the nine months ended September 30, 2024 included a net gain of $9.8 million on the sale of land.

Income from operations of $126.8 million for the nine months ended September 30, 2025 decreased by $0.5 million, or 0.4%, as compared to the nine months ended September 30, 2024 primarily due to lower net sales of $31.1 million, as described above, and a net gain of $9.8 million on the sale of land during the nine months ended September 30, 2024, partially offset by lower SG&A expenses of $19.8 million and lower cost of sales of $17.8 million. The lower SG&A expense is largely driven by cost control initiatives, lower bad debt expense of $6.7 million and lower incentive compensation expense, partially offset by higher healthcare expense of $4.4 million, whereas the lower cost of sales of $17.8 million is largely driven by lower sales volumes and cost control initiatives.

Interest expense, net of $9.8 million for the nine months ended September 30, 2025 decreased $0.6 million, or 5.8%, as compared to the nine months ended September 30, 2024. Interest expense, net decreased primarily due to a 0.9% decrease in the weighted-average interest rate on borrowing from each of the Term Loan A Facility and the Revolving Facility, as further described in Note 8, Debt, to the Unaudited Condensed Consolidated Financial Statements.

Pension plan settlement charge of $82.8 million for the nine months ended September 30, 2025 consisted of a non-cash loss on the settlement of the Company’s Plan due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss.

The effective income tax rate was 20.6% for the nine months ended September 30, 2025, as compared to 27.0% for the nine months ended September 30, 2024. The decrease in the effective income tax rate was primarily driven by an increase in the net favorable impact of discrete adjustments and lower pre-tax earnings.

Information by Segment

The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the three and nine months ended September 30, 2025 and 2024:

Capital Markets – Software Solutions


	Three Months Ended September 30,											Nine Months Ended September 30,
	2025			2024			$ Change		% Change			2025			2024			$ Change		% Change
	(in millions, except percentages)
Net sales	$	59.0		$	53.3		$	5.7		10.7	%	$	170.0		$	163.6		$	6.4		3.9	%
Segment Adjusted EBITDA		20.6			13.2			7.4		56.1	%		56.9			50.2			6.7		13.3	%
Segment Adjusted EBITDA margin		34.9	%		24.8	%							33.5	%		30.7	%

Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024

Net sales of $59.0 million for the three months ended September 30, 2025 increased $5.7 million, or 10.7%, as compared to the three months ended September 30, 2024, due to higher ActiveDisclosure net sales of $4.7 million, primarily due to increased volumes, and higher Venue net sales of $1.0 million.

Segment Adjusted EBITDA of $20.6 million for the three months ended September 30, 2025 increased $7.4 million, or 56.1%, as compared to the three months ended September 30, 2024, primarily due to higher net sales of $5.7 million and lower SG&A expenses of $1.8 million, largely driven by cost control initiatives.

Segment Adjusted EBITDA margin increased by approximately 1,010 basis points (“bps”) from 24.8% for the three months ended September 30, 2024 to 34.9% for the three months ended September 30, 2025, primarily due to an approximately 760 bps decrease in SG&A expenses as a percentage of net sales, largely driven by higher net sales and cost control initiatives, and an approximately 230 bps decrease in cost of sales as a percentage of net sales, largely driven by higher net sales.

Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

Net sales of $170.0 million for the nine months ended September 30, 2025 increased $6.4 million, or 3.9%, as compared to the nine months ended September 30, 2024, due to higher ActiveDisclosure net sales of $9.0 million, primarily due to increased volumes, partially offset by lower Venue net sales of $2.6 million.

Segment Adjusted EBITDA of $56.9 million for the nine months ended September 30, 2025 increased $6.7 million, or 13.3%, as compared to the nine months ended September 30, 2024, primarily due to higher net sales of $6.4 million.

Segment Adjusted EBITDA margin increased by approximately 280 bps from 30.7% for the nine months ended September 30, 2024 to 33.5% for the nine months ended September 30, 2025, primarily due to an approximately 150 bps and 120 bps decreases in SG&A expenses and cost of sales, respectively, as a percentage of net sales, largely driven by higher net sales.

Capital Markets – Compliance and Communications Management


	Three Months Ended September 30,												Nine Months Ended September 30,
	2025			2024			$ Change			% Change			2025			2024			$ Change			% Change
	(in millions, except percentages)
Net sales	$	57.2		$	63.5		$	(6.3	)		(9.9	%)	$	234.6		$	268.4		$	(33.8	)		(12.6	%)
Segment Adjusted EBITDA		19.6			20.1			(0.5	)		(2.5	%)		93.1			97.3			(4.2	)		(4.3	%)
Segment Adjusted EBITDA margin		34.3	%		31.7	%								39.7	%		36.3	%

Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024

Net sales of $57.2 million for the three months ended September 30, 2025 decreased $6.3 million, or 9.9%, as compared to the three months ended September 30, 2024, primarily due to lower tech-enabled services net sales of $4.3 million, driven by a decline in both transactional and compliance volumes.

Segment Adjusted EBITDA of $19.6 million for the three months ended September 30, 2025 decreased $0.5 million, or 2.5%, as compared to the three months ended September 30, 2024, primarily due to lower net sales of $6.3 million, partially offset by lower SG&A expenses of $3.6 million and lower cost of sales of $2.4 million. The decrease in SG&A expenses was primarily attributable to cost control initiatives and a lower allocation of overhead costs, whereas the lower cost of sales of $2.4 million was primarily due to lower sales volumes and cost control initiatives.

Segment Adjusted EBITDA margin increased by approximately 260 bps from 31.7% for the three months ended September 30, 2024 to 34.3% for the three months ended September 30, 2025, primarily due to an approximately 280 bps decrease in SG&A expenses as percentage of net sales, largely driven by cost control initiatives and a lower allocation of overhead costs.

Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

Net sales of $234.6 million for the nine months ended September 30, 2025 decreased $33.8 million, or 12.6%, as compared to the nine months ended September 30, 2024, primarily due to lower tech-enabled services net sales of $26.2 million, driven by a decline in both transactional and compliance volumes, and lower print and distribution net sales of $7.6 million, driven by a decline in compliance volumes.

Segment Adjusted EBITDA of $93.1 million for the nine months ended September 30, 2025 decreased $4.2 million, or 4.3%, as compared to the nine months ended September 30, 2024, primarily due to the $33.8 million decline in net sales, partially offset by lower SG&A expenses of $19.3 million and lower cost of sales of $10.5 million. The decrease in SG&A expenses was primarily attributable to lower bad debt expense of $6.9 million, lower selling expense and a lower allocation of overhead costs, whereas the lower cost of sales of $10.5 million was primarily due to lower sales volumes, a lower allocation of overhead costs and cost control initiatives.

Segment Adjusted EBITDA margin increased by approximately 340 bps from 36.3% for the nine months ended September 30, 2024 to 39.7% for the nine months ended September 30, 2025, primarily due to an approximately 440 bps decrease in SG&A expenses as a percentage of net sales, largely driven by lower bad debt expense, lower selling expense and a lower allocation of overhead costs.

Investment Companies – Software Solutions


	Three Months Ended September 30,											Nine Months Ended September 30,
	2025			2024			$ Change		% Change			2025			2024			$ Change		% Change
	(in millions, except percentages)
Net sales	$	31.7		$	28.9		$	2.8		9.7	%	$	97.5		$	84.5		$	13.0		15.4	%
Segment Adjusted EBITDA		11.6			8.9			2.7		30.3	%		38.6			28.0			10.6		37.9	%
Segment Adjusted EBITDA margin		36.6	%		30.8	%							39.6	%		33.1	%

Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024

Net sales of $31.7 million for the three months ended September 30, 2025 increased $2.8 million, or 9.7%, as compared to the three months ended September 30, 2024, primarily due to higher ArcReporting net sales of $2.1 million, primarily due to price increases.

Segment Adjusted EBITDA of $11.6 million for the three months ended September 30, 2025 increased $2.7 million, or 30.3%, as compared to the three months ended September 30, 2024, primarily due to higher net sales of $2.8 million.

Segment Adjusted EBITDA margin increased by approximately 580 bps from 30.8% for the three months ended September 30, 2024 to 36.6% for the three months ended September 30, 2025, primarily due to an approximately 340 bps and 210 bps decreases in SG&A expenses and cost of sales, respectively, as a percentage of net sales, largely driven by price increases.

Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

Net sales of $97.5 million for the nine months ended September 30, 2025 increased $13.0 million, or 15.4%, as compared to the nine months ended September 30, 2024. Net sales increased primarily due to higher non-TSR related ArcReporting net sales of $5.9 million and $5.8 million from the Company’s TSR offering, largely within ArcReporting and ArcDigital.

Segment Adjusted EBITDA of $38.6 million for the nine months ended September 30, 2025 increased $10.6 million, or 37.9%, as compared to the nine months ended September 30, 2024, primarily due to higher net sales of $13.0 million, partially offset by higher cost of sales of $2.6 million, primarily driven by higher product development costs and higher sales volumes.

Segment Adjusted EBITDA margin increased by approximately 650 bps from 33.1% for the nine months ended September 30, 2024 to 39.6% for the nine months ended September 30, 2025, primarily due to an approximately 320 bps and 310 bps decreases in cost of sales and SG&A expenses, respectively, as a percentage of net sales, largely driven by price increases.

Investment Companies – Compliance and Communications Management


	Three Months Ended September 30,												Nine Months Ended September 30,
	2025			2024			$ Change			% Change			2025			2024			$ Change			% Change
	(in millions, except percentages)
Net sales	$	27.4		$	33.8		$	(6.4	)		(18.9	%)	$	92.4		$	109.1		$	(16.7	)		(15.3	%)
Segment Adjusted EBITDA		9.5			10.2			(0.7	)		(6.9	%)		34.3			36.7			(2.4	)		(6.5	%)
Segment Adjusted EBITDA margin		34.7	%		30.2	%								37.1	%		33.6	%

Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024

Net sales of $27.4 million for the three months ended September 30, 2025 decreased $6.4 million, or 18.9%, as compared to the three months ended September 30, 2024, primarily due to lower print and distribution net sales of $4.1 million, largely driven by a decline in compliance volumes.

Segment Adjusted EBITDA of $9.5 million for the three months ended September 30, 2025 decreased $0.7 million, or 6.9%, as compared to the three months ended September 30, 2024, primarily due to lower net sales of $6.4 million, partially offset by lower cost of sales of $3.6 million and lower SG&A expenses of $2.1 million. The decrease in cost of sales was primarily attributable to lower sales volumes and a lower allocation of overhead costs, whereas the lower SG&A expenses of $2.1 million was primarily due to lower selling expense.

Segment Adjusted EBITDA margin increased by approximately 450 bps from 30.2% for the three months ended September 30, 2024 to 34.7% for the three months ended September 30, 2025, primarily due to an approximately 370 bps decrease in SG&A expense as a percentage of net sales, largely driven by lower selling expense.

Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

Net sales of $92.4 million for the nine months ended September 30, 2025 decreased $16.7 million, or 15.3%, as compared to the nine months ended September 30, 2024, primarily due to lower print and distribution volumes of $12.9 million, largely driven by a decline in compliance volumes.

Segment Adjusted EBITDA of $34.3 million for the nine months ended September 30, 2025 decreased $2.4 million, or 6.5%, as compared to the nine months ended September 30, 2024, primarily due to lower net sales of $16.7 million, partially offset by lower cost of sales of $10.9 million, primarily attributable to lower sales volumes and a lower allocation of overhead costs.

Segment Adjusted EBITDA margin increased by approximately 350 bps from 33.6% for the nine months ended September 30, 2024 to 37.1% for the nine months ended September 30, 2025, primarily due to an approximately 230 bps decrease in cost of sales as a percentage of net sales, largely driven by a lower allocation of overhead costs.

Corporate

The following table summarizes unallocated expenses within Corporate:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in millions)
Unallocated expenses	$	11.8	$	9.2	$	28.9	$	26.6

Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024

Corporate unallocated expenses of $11.8 million for the three months ended September 30, 2025 increased $2.6 million, or 28.3%, as compared to the three months ended September 30, 2024, primarily due to higher healthcare expense of $4.1 million, partially offset by lower incentive compensation expense.

Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

Corporate unallocated expenses of $28.9 million for the nine months ended September 30, 2025 increased $2.3 million, or 8.6%, as compared to the nine months ended September 30, 2024, primarily due to higher healthcare expense of $4.1 million and higher consulting expense, partially offset by lower incentive compensation expense.

Non-GAAP Measures

The Company believes that certain non-GAAP measures, such as non-GAAP consolidated adjusted EBITDA (“Adjusted EBITDA”), provide useful information about the Company’s operating results and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance prepared in accordance with GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. Adjusted EBITDA allows investors to make a more meaningful comparison between the Company’s core business operating results over different periods of time. The Company believes that Adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provides useful information about the Company’s business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by factors such as historic cost and age of assets, restructuring, impairment and other charges, net, non-income tax, net, gain on investments in equity securities as well as other items, as described below, the Company believes that Adjusted EBITDA can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.

Adjusted EBITDA is not presented in accordance with GAAP and has important limitations as an analytical tool. These measures should not be considered as a substitute for analysis of the Company’s results as reported under GAAP. In addition, these measures are defined differently by different companies and, accordingly, such measures may not be comparable to similarly-titled measures of other companies. In addition to the factors listed above, share-based compensation expense is excluded from Adjusted EBITDA. Although share-based compensation is a key incentive offered to certain Company employees, business performance is evaluated excluding share-based compensation expense. Depending upon the size, timing and the terms of grants, share-based compensation expense may vary but will recur in future periods.

The following table reconciles net (loss) earnings to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(in millions)
Net (loss) earnings	$	(40.9	)	$	8.7		$	26.2		$	86.1
Restructuring, impairment and other charges, net		0.9			1.4			4.8			4.5
Share-based compensation expense		6.8			6.7			20.3			19.2
Pension plan settlement charge		82.8			—			82.8			—
Accelerated rent benefit		(1.6	)		—			(1.6	)		—
Gain on sales of long-lived assets		—			—			(0.5	)		(9.8	)
Non-income tax, net		—			(0.3	)		(0.2	)		(1.0	)
Gain on investments in equity securities		—			—			(0.1	)		(0.4	)
Depreciation and amortization		15.2			17.2			44.4			45.4
Interest expense, net		2.9			3.1			9.8			10.4
Investment and other loss (income), net		0.4			(0.3	)		1.3			(0.7	)
Income tax (benefit) expense		(17.0	)		6.7			6.8			31.9
Adjusted EBITDA	$	49.5		$	43.2		$	194.0		$	185.6

Restructuring, impairment and other charges, net—Included employee termination costs of $0.8 million and $4.5 million for the three and nine months ended September 30, 2025, respectively, and $0.7 million and $3.6 million for the three and nine months ended September 30, 2024, respectively. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.

Share-based compensation expense—Included charges of $6.8 million and $20.3 million for the three and nine months ended September 30, 2025, respectively, and $6.7 million and $19.2 million for the three and nine months ended September 30, 2024, respectively.

Pension plan settlement charge—Consisted of an $82.8 million non-cash loss on the settlement of the Company’s Plan due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss. Refer to Note 6, Retirement Plans, to the Unaudited Condensed Consolidated Financial Statements for additional information.

Accelerated rent benefit—Included a gain of $1.6 million for the three and nine months ended September 30, 2025 related to the acceleration of rent expense associated with termination and modification of certain operating leases.

Gain on sales of long-lived assets—The nine months ended September 30, 2025 included a gain of $0.5 million on the sale of long-lived assets. The nine months ended September 30, 2024 included a net gain of $9.8 million related to the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the Unaudited Condensed Consolidated Financial Statements for additional information.

Non-income tax, net—Included income of $0.2 million for the nine months ended September 30, 2025, and income of $0.3 million and $1.0 million for the three and nine months ended September 30, 2024, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.

Gain on investments in equity securities—Included a gain of $0.1 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Liquidity and Capital Resources

The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its investors. Cash and cash equivalents on hand, operating cash flows and the Company’s Revolving Facility are the primary sources of liquidity and are expected to be used for, among other things, payment of interest and principal on the Company’s debt obligations, capital expenditures necessary to support productivity improvement and growth, share repurchases and continuous operational improvements.

The Company maintains cash pooling structures that enable participating international locations to draw on the pools’ cash resources to meet local liquidity needs. Foreign cash balances may be loaned from certain cash pools to U.S. operating entities on a temporary basis in order to reduce the Company’s short-term borrowing costs or for other purposes. The Company has the ability to repatriate foreign cash, associated with foreign earnings previously subjected to U.S. tax, with minimal additional tax consequences. The Company maintains its assertion of indefinite reinvestment on all foreign earnings and other outside basis differences to indicate that the Company remains indefinitely reinvested in operations outside of the U.S., with the exception of the previously taxed foreign earnings already subject to U.S. tax. The Company did not repatriate excess cash at its foreign subsidiaries to the U.S. during the nine months ended September 30, 2025. The Company repatriated $30.0 million of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the year ended December 31, 2024. The Company is evaluating whether to make any cash repatriations in the future.

On July 4, 2025, an act to provide for reconciliation pursuant to title II of H. Con. Res. 14, commonly referred to as the “One Big Beautiful Bill Act” (the “Act”) was signed into law. The Act changes the timing of certain tax deductions, including depreciation expense, research and development expenditures and interest expense. Aspects of the Act became effective for the Company in the third quarter of 2025, with certain additional impacts coming into effect in 2026 and beyond. The Company will continue evaluating the impact of the Act and expects that it will impact the timing of the Company’s future tax payments, but does not expect the enacted legislation to have a material impact on its income tax expense in future periods.

The Organization for Economic Co-operation and Development’s (“OECD”) current project, widely known as Anti-Base Erosion and Profit Shifting, seeks to address tax challenges arising in the global economy by introducing a global minimum corporate tax of 15%, referred to as Pillar Two, and several mechanisms to ensure tax is paid (the “GloBE Model Rules”). Policymakers across jurisdictions have begun adopting the GloBE Model Rules to implement a global minimum corporate tax rate of 15%. The OECD continues to release administrative guidance and many countries in which the Company operates have adopted or have proposed legislation to adopt Pillar Two. Many aspects of the minimum tax directive became effective beginning in 2024, with certain additional impacts coming into effect beginning in 2025 and beyond. The Company is monitoring enacted legislation and effective dates in its jurisdictions of operations. The Pillar Two framework did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 and the Company does not expect the enacted legislation to have a material impact in future periods.

Cash and cash equivalents were $22.7 million at September 30, 2025, which included $4.6 million in the U.S. and $18.1 million at international locations.

The following table describes the Company’s cash flows for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025			2024
	(in millions)
Net cash provided by operating activities	$	105.1		$	114.7
Net cash used in investing activities		(45.1	)		(38.2	)
Net cash used in financing activities		(95.7	)		(65.9	)
Effect of exchange rate on cash and cash equivalents		1.1			(0.1	)
Net (decrease) increase in cash and cash equivalents	$	(34.6	)	$	10.5

Cash Flows Provided by Operating Activities

Operating cash inflows and outflows are largely attributable to sales of the Company’s services and products as well as recurring expenditures for labor, rent and other operating activities.

Net cash provided by operating activities was $105.1 million for the nine months ended September 30, 2025 as compared to $114.7 million for the nine months ended September 30, 2024. The unfavorable change in net cash provided by operating activities of $9.6 million was primarily due to a decrease in net earnings of $59.9 million, driven largely by the $82.8 million non-cash pension plan settlement charge, as well as the following factors:


	Nine Months Ended September 30,
	2025			2024			$ Change
	(in millions)
Net earnings	$	26.2		$	86.1		$	(59.9	)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Pension plan settlement charge		82.8			—			82.8
Pension and other postretirement benefits plans contributions		(13.8	)		(1.4	)		(12.4	)
Other adjustments, net		61.3			70.9			(9.6	)
Changes in operating assets and liabilities:
Accrued liabilities and other		(19.5	)		5.5			(25.0	)
Receivables, net		(29.6	)		(40.2	)		10.6
Other changes, net		(2.3	)		(6.2	)		3.9
Net cash provided by operating activities	$	105.1		$	114.7		$	(9.6	)

•

Pension and other postretirement benefits plans contributions decreased operating cash flows by $12.4 million more during the nine months ended September 30, 2025, primarily due to the Company’s $12.5 million cash contribution to fully fund the Plan in connection with the Plan Settlement.

•

Accrued liabilities and other decreased operating cash flows by $25.0 million more during the nine months ended September 30, 2025, primarily due to higher 2025 payments of employee-related compensation, including incentive compensation and sales commissions, as a result of the Company’s 2024 operating results and lower current year accruals.

•

Receivables, net increased operating cash flows by $10.6 million more during the nine months ended September 30, 2025, primarily due to the timing of collections.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $45.1 million for the nine months ended September 30, 2025, which primarily consisted of $45.2 million of capital expenditures, substantially all related to investments in software development. The Company currently expects capital expenditures to be approximately $60 million to $65 million for the year ending December 31, 2025.

Net cash used in investing activities was $38.2 million for the nine months ended September 30, 2024, which primarily consisted of $50.8 million of capital expenditures, substantially all related to investments in software development, partially offset by $12.4 million of proceeds from the sale of land.

Cash Flows Used in Financing Activities

Net cash used in financing activities was $95.7 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the Company received $236.5 million of proceeds from the Revolving Facility borrowings, partially offset by $193.5 million of payments on the Revolving Facility borrowings. During the nine months ended September 30, 2025, the Company made $127.9 million of payments on long-term debt, primarily to retire the full amount of the Company’s outstanding $125.0 million Delayed Draw Term Loan A Facility during the first quarter of 2025. The Company’s common stock repurchases for the nine months ended September 30, 2025 totaled $123.1 million, which included $110.7 million of repurchases under the stock repurchase program and $12.4 million associated with vesting of the Company’s equity awards.

Net cash used in financing activities was $65.9 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company received $159.5 million of proceeds from the Revolving Facility borrowings, offset by $159.5 million of payments on the Revolving Facility borrowings. The Company’s common stock repurchases for the nine months ended September 30, 2024 totaled $64.4 million, which included $41.3 million of repurchases under the stock repurchase program and $23.1 million associated with vesting of the Company’s equity awards.

Debt

The Company’s debt as of September 30, 2025 and December 31, 2024 consisted of the following (in millions):


	September 30, 2025			December 31, 2024
Term Loan A Facility	$	112.1		$	125.0
Borrowings under the Revolving Facility		43.0			—
Unamortized debt issuance costs		(0.4	)		(0.3	)
Total debt		154.7			124.7
Less: current portion of long-term debt		5.8			—
Long-term debt	$	148.9		$	124.7

The Company’s debt maturity schedule as of September 30, 2025 is shown in the table below:


	Payments Due In
	Total		2025		2026		2027		2028		2029		2030 and thereafter
	(in millions)
Term Loan A Facility (a)	$	112.1	$	1.4	$	5.8	$	5.8	$	10.0	$	11.5	$	77.6

(a)

Excludes unamortized debt issuance costs of $0.4 million, which do not represent contractual commitments with a fixed amount or maturity date.

The Company used the proceeds of the Term Loan A Facility and the Revolving Facility to retire the full $125.0 million of the Company’s then-outstanding Delayed Draw Term Loan A Facility. Under the Amended and Restated Credit Agreement, the Term Loan A Facility bears interest at a rate equal to the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 2.00% to 2.50% based on the Company’s Consolidated Net Leverage Ratio. The principal amount of loans under the Term Loan A Facility are due and payable in equal quarterly installments of 1.25% of the original principal amount of the loans during the first three years after funding, beginning on June 30, 2025, and 2.50% of the original principal amount of the loans thereafter. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The entire unpaid principal amount of the loans will be due and payable in full on March 13, 2030.

As of September 30, 2025, there were $43.0 million of borrowings outstanding under the Revolving Facility as well as $1.5 million in outstanding letters of credit and bank guarantees, all of which reduced the availability under the Revolving Facility. Based on the Company’s results of operations for the twelve months ended September 30, 2025 and existing debt, the Company would have had the ability to utilize the remaining $255.5 million of the Revolving Facility and not have been in violation of the terms of the agreement.

The current availability under the Revolving Facility and net available liquidity as of September 30, 2025 are shown in the table below:


	September 30, 2025
Availability	(in millions)
Revolving Facility	$	300.0
Availability reduction from covenants		—
	$	300.0
Usage
Borrowings under the Revolving Facility		43.0
Impact on availability related to outstanding letters of credit		1.5
	$	44.5

Current availability	$	255.5
Cash and cash equivalents		22.7
Net Available Liquidity	$	278.2

The Company was in compliance with its debt covenants as of September 30, 2025, and expects to remain in compliance based on management’s estimates of operating and financial results for fiscal year 2025 and the foreseeable future. However, declines in market and economic conditions or demand for certain of the Company’s services and products could impact the Company’s ability to remain in compliance with its debt covenants in future periods.

The failure of a financial institution supporting the Revolving Facility would reduce the size of the Company’s committed facility unless a replacement institution was added. As of September 30, 2025, the Revolving Facility is supported by thirteen U.S. and international financial institutions.

As of September 30, 2025, the Company met all the conditions required to borrow under the Revolving Facility, and management expects the Company to continue to meet the applicable borrowing conditions.

OTHER INFORMATION

Litigation and Contingent Liabilities

For a discussion of certain litigation involving the Company, see Note 7, Commitments and Contingencies, to the Unaudited Condensed Consolidated Financial Statements.

Critical Accounting Estimates

There were no changes to critical accounting estimates from those disclosed in the Annual Report.

New Accounting Pronouncements

Recently issued accounting standards and their estimated effect on the Company’s Unaudited Condensed Consolidated Financial Statements are described in Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the Unaudited Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes to the Company’s market risk disclosed in the Annual Report.

Item 4. Controls and Procedures

(a)

Disclosure controls and procedures.

Management, together with the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(b) and Rule 15d-15(e) of the Exchange Act) as of September 30, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.

(b)

Changes in internal control over financial reporting.

The Company is implementing a new quote-to-cash process, which included the implementation of new systems, for certain of its software services (“QTC Process”). This project improves the efficiency and effectiveness of certain business transactions, invoicing and reporting processes, as well as the underlying systems environment. The new QTC Process is a significant component of the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of certain litigation involving the Company, see Note 7, Commitments and Contingencies, to the Unaudited Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

There were no material changes during the three months ended September 30, 2025 to the risk factors identified in the Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a)
July 1, 2025 - July 31, 2025		211	$	50.02		211	$	149,989,446
August 1, 2025 - August 31, 2025		315,915		54.29		314,462		132,918,956
September 1, 2025 - September 30, 2025 (b)		345,080		53.34		344,694		114,532,362
Total		661,206	$	53.79		659,367

(a)

As further described in Note 10, Capital Stock, to the Unaudited Condensed Consolidated Financial Statements, on November 14, 2023, the Company’s Board of Directors authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on January 1, 2024, with an expiration date of December 31, 2025. On May 15, 2025, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on May 16, 2025, with an expiration date of December 31, 2026. This new share repurchase program replaces the previous $150 million program. The stock repurchase program may be suspended or discontinued at any time. The timing and amount of any shares repurchased are determined by the Company based on its evaluation of market conditions and other factors and may be completed from time to time in one or more transactions on the open market or in privately negotiated purchases in accordance with all applicable securities laws and regulations and all repurchases in the open market will be made in compliance with Rule 10b-18 under the Exchange Act. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so.

(b)

Includes 22,000 shares, valued at $1.1 million, for which the Company placed orders prior to September 30, 2025 that were not settled until the fourth quarter of 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Director or Officer Adoption or Termination of Trading Agreements

On September 11, 2025, Daniel N. Leib, the Company’s President and Chief Executive Officer, adopted a trading plan with respect to the sale of 40,000 shares of common stock, granted to Mr. Leib as equity incentive compensation (the “Leib Plan”). The Leib Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Pursuant to the Leib Plan, if the market price of the Company’s common stock is within a specified price range during a trading window between February 23, 2026 and March 13, 2026, up to 40,000 shares of common stock will be sold at the market price.

Amendment to Dan Leib Employment Agreement, Executive Severance Plan and Form Award Agreements

On October 27, 2025, the Company entered into a side letter agreement (the “Letter Agreement”) with Daniel N. Leib, the Company’s Chief Executive Officer and President and a Director of the Company, to amend Mr. Leib’s amended and restated employment agreement dated July 13, 2017 (the “Employment Agreement”), as previously amended on April 10, 2018 and July 15, 2020. The Letter Agreement provides for treatment of compensation and benefits in the event Mr. Leib’s employment terminates after he attains at least age 62 due to his “retirement” (as defined in the Letter Agreement). Mr. Leib is currently 59 years old.

Under the terms of the Letter Agreement, if Mr. Leib’s employment terminates due to his retirement, the Company will provide him with a pro-rata annual bonus based on performance for the year in which his retirement occurs (and any unpaid annual bonus for the prior year) and continued subsidized medical, dental and vision insurance coverage benefits for twenty-four months.

In addition, equity and cash-based long-term awards that are granted to Mr. Leib on or following January 1, 2026 will be treated as follows, provided that Mr. Leib’s retirement occurs on or after the six month anniversary of the date of grant: all unvested time-based awards will continue to vest, and all unvested performance-based awards will vest pro-rata based on the number of days Mr. Leib was employed by the Company during the applicable performance period and will be calculated based on actual performance attained.

The awards that vest or continue to vest due to Mr. Leib’s retirement will be payable when such award is payable pursuant to the applicable award agreement, and any such awards that are stock options will remain exercisable for the full term of such stock option. In the event of Mr. Leib’s death or disability or a change in control occurs (as defined in the Employment Agreement) prior to the time such award is payable pursuant to the applicable award agreement, such time-based awards will become fully vested and such performance-based awards will be calculated based on target performance with respect to any open performance period as of such death, disability or change in control, as applicable, and such awards will be distributed following such death, disability or change in control, as applicable.

All other terms and conditions of the Employment Agreement remain in full force and effect.

The foregoing description of the Letter Agreement is a summary and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

In addition, the Company amended its Amended & Restated Executive Severance Plan effective as of October 27, 2025 (the “Executive Severance Plan”) and approved forms of award agreements effective as of October 27, 2025 for performance unit awards and restricted stock unit awards. The Executive Severance Plan and form of award agreement for performance units clarify that performance-based awards will be payable in specified terminations of employment based upon actual performance attained for any completed performance periods and at target performance with respect to any open performance periods. The foregoing descriptions of the Executive Severance Plan and forms of award agreements are summaries and are qualified in their entirety by the full text of the Executive Severance Plan and forms of award agreement, which are attached hereto as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and are incorporated herein by reference.

Item 6. Exhibits


3.1		Amended and Restated Certificate of Incorporation of Donnelley Financial Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Donnelley Financial Solutions, Inc., as filed on May 19, 2023 with the Secretary of State of Delaware (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 19, 2023)

3.3		Amended and Restated By-laws of Donnelley Financial Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 14, 2023, filed on November 16, 2023)

10.1		Letter Agreement, dated as of October 27, 2025, to Amended and Restated Employment Agreement, dated as of July 13, 2017, between the Company and Daniel N. Leib (filed herewith)*

10.2		Donnelley Financial Solutions, Inc. Amended and Restated Executive Severance Plan, as amended and restated, effective as of October 27, 2025 (filed herewith)*

10.3		Form of Performance Share Unit Award Agreement (2026), effective as of October 27, 2025 (filed herewith)*

10.4		Form of Restricted Stock Unit Award Agreement (2026), effective as of October 27, 2025 (filed herewith)*

31.1		Certification by Daniel N. Leib, President and Chief Executive Officer, required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 (filed herewith)

31.2		Certification by David A. Gardella, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 (filed herewith)

32.1		Certification by Daniel N. Leib, President and Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith)

32.2		Certification by David A. Gardella, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith)

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	DONNELLEY FINANCIAL SOLUTIONS, INC.

	By:		/s/ DAVID A. GARDELLA
			David A. Gardella
			Executive Vice President and Chief Financial Officer

Date: October 29, 2025

EX-10.1 2 dfin-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

October 27, 2025

Daniel N. Leib
c/o 391 Steel Way
Lancaster, PA 17601

Re: Side Letter to the Employment Agreement

Dear Dan:

The purpose of this side letter is to amend the employment agreement, by and between you and Donnelley Financial Solutions, Inc. (the “Company”), dated as of July 11, 2017, and amended April 10, 2018, and July 15, 2020 (the “Employment Agreement”), pursuant to Section 6(g) of the Employment Agreement. All capitalized terms used but not defined in this side letter to the Employment Agreement (the “Letter”) shall have the meanings assigned to such terms in the Employment Agreement. The terms of this Letter are as follows:

Section 4(f)(ii)(2) of the Employment Agreement is hereby amended and replaced in its entirety as follows:

(2) If you are terminated due to a Qualifying Termination during a CIC Termination Period, then any outstanding equity-based award that is subject to pre-established performance criteria will vest as of the date of your Separation from Service and be payable as follows:

If such award was granted prior to the Change in Control, then, in accordance with subsection (1) above, such award shall become payable at actual performance for any performance period that has been completed as of the Change in Control and at target performance with respect to any open performance period as of the Change in Control; and

If such award was granted after the Change in Control, then such award shall become payable at target performance with respect to any open performance period as of your Separation from Service, and at actual performance attained for any performance period that has been completed as of the date of your Separation from Service; and

A new Section 4(j) is hereby added to the Employment Agreement as follows:

(j) Retirement. If your employment terminates due to your Retirement, subject to the execution by you of the Company’s customary release and in consideration of your obligations described in the Section below entitled “Restrictive Covenants”:

(i) Annual Bonus and Benefits. The Company shall provide you with an Annual Bonus for the year in which your Retirement occurs as described in Section 4(a)(i)(2) (and any unpaid Annual Bonus for the prior year as described in Section 4(a)(i)(3)) and continued subsidized medical, dental and vision insurance coverage benefits as described in Section 4(b).

(ii) LTI Awards. Equity and cash-based long-term incentive awards granted to you from time to time on or following January 1, 2026 (“LTI Awards”) will be subject to the following:

(1)

Time-Based Vesting LTI Awards. If your employment terminates due to your Retirement on or after the six month anniversary of the date of grant of an LTI Award subject only to time-based vesting, such LTI Award shall continue to vest in full pursuant to the vesting schedule specified in the applicable award agreement (i.e., as if your employment had continued through the end of the vesting schedule specified in the applicable award agreement).

(2)

Performance-Based Awards. If your employment terminates due to your Retirement on or after the six month anniversary of the date of grant of an LTI Award that is subject to pre-established performance criteria (“Performance-Based Award”), such Performance-Based Award (a) shall vest pro rata at such termination of employment based on a fraction, the numerator of which is the number of days you were employed by the Company during the applicable performance period and the denominator of which is the total number of days in the applicable performance period, and (b) shall be calculated based on actual performance attained.

(3)

Distribution on Standard Payment Date. Any LTI Award that vests or continues to vest due to your Retirement shall be payable when such LTI Award is payable pursuant to the applicable award agreement (the “Standard Payment Date”), except as provided in subsection (5) below. Any such LTI Awards that are stock options shall remain exercisable for the full term of such stock option award in accordance with Section 4(f)(i)(6) of the Employment Agreement (i.e., as if such Retirement were a Qualifying Termination).

(4)

Treatment on Subsequent Death, Disability or Change in Control. In the event your death, your disability within the meaning of Section 409A, or a Change in Control occurs prior to the Standard Payment Date, (a) any LTI Award that continues to vest pursuant to subsection (1) above shall become fully vested and (b) any Performance-Based Award shall be calculated based on target performance with respect to any open performance period as of your death, disability or a Change in Control, as applicable.

-2-

(5)

Distribution on Subsequent Death, Disability or Change in Control. Distribution of all vested LTI Awards shall be made within 30 days following your death or disability, or within 5 days following a Change in Control, provided that such Change in Control constitutes a “change in control event” within the meaning of Section 409A, and in the event such Change in Control does not constitute a “change in control event” within the meaning of Section 409A, such distribution will be delayed until the first compliant date under Section 409A.

(6)

Section 409A Specified Employee. Notwithstanding the foregoing, if you are determined to be a “specified employee” within the meaning of Section 409A, as determined by the Compensation Committee of the Company’s Board of Directors, at a time when any LTI Award becomes eligible for settlement upon your termination of employment, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until six months after your Separation from Service (or earlier death) in accordance with the requirements of Section 409A.

(7)

Treatment on Subsequent Change in Control. If your employment terminates due to your Retirement prior to a Change in Control, any equity-based LTI Award that is outstanding as of a Change in Control shall be converted in such Change in Control in a manner that is no less favorable than the manner the equity-based awards held by other grantees of such equity-based award are converted in such Change in Control.

(iii) “Retirement” means your voluntary termination of employment (other than a termination initiated by you for Good Reason) on or after (x) you have attained at least age 62 and completed at least 10 years of continuous service with the Company (or any predecessor entity) and (y) you have provided at least six months’ advance written notice to the Chairman of the Board of your intent to retire. The Compensation Committee of the Company’s Board of Directors may waive such notice requirement in its sole discretion and set an earlier termination of employment date; provided that the conditions in parts (x) and (y) above and the six month anniversary of the date of grant requirement in subsections (1) and (2) shall still be measured as of the end of the notice period designated by you.

-3-

If the foregoing terms and conditions are acceptable and agreed to by you, please sign on the line provided below to signify such acceptance and agreement and return the executed copy to the Chief Human Resources Officer.

Very truly yours,

Donnelley Financial Solutions, Inc.

By: /s/ Kirk Williams
Kirk Williams
Chief People and Administrative Officer

ACCEPTED AND AGREED to this 27th day of October, 2025.

/s/ Daniel N. Leib Daniel N. Leib DONNELLEY FINANCIAL SOLUTIONS, INC. EXECUTIVE SEVERANCE PLAN (As Amended and Restated, effective as of October 27, 2025)

-4-

EX-10.2 3 dfin-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

Purpose. The purpose of the Donnelley Financial Solutions, Inc. Executive Severance Plan, as amended and restated, effective as of the Effective Date (the “Plan”) is to retain certain senior executives of the Company by providing appropriate severance benefits and to ensure their continued dedication to their duties in connection with certain types of termination of employment, including after a Change in Control.

Eligible Participants. Employees participating in the Plan (each, a “Participant”) will be any executive of the Company who is selected by the Compensation Committee in its sole discretion for coverage by the Plan.

Non-Change in Control Severance Benefits. If a Participant’s employment is terminated due to a Qualifying Termination other than during a CIC Termination Period, then, subject to the Participant’s execution of a Release, which shall be provided to the Participant no later than five (5) days after the Date of Termination and must be executed by the Participant, become effective and not be revoked by the Participant by the sixtieth (60th) day following his or her Date of Termination, the Company shall provide to the Participant:

(a)

a cash payment equal to one (1) (or such higher multiple as determined by the Compensation Committee) times the sum of (i) the Participant’s Base Salary and (ii) the Participant’s target annual cash bonus under the Company’s Annual Incentive Plan (the “AIP”), based on the target in effect as of the date of such Qualifying Termination;

(b)

a lump sum cash payment equal to the Participant’s actual annual cash bonus under the AIP that Participant would have received for the year in which his or her Date of Termination occurs, but for the Participant’s Qualifying Termination, determined on the basis of actual achievement of the performance goals applicable under the AIP for such performance period (the “Actual Bonus”), multiplied by a fraction, the numerator of which equals the number of days the Participant was employed by the Company during the year which the Date of Termination occurred, and the denominator of which is 365;

(c)

if the Participant’s Qualifying Termination occurs after the end of a performance period, but before the payment of annual cash bonuses for such period under the AIP, a lump sum cash payment equal to the Participant’s actual annual cash bonus under the AIP that the Participant would have received for the year prior to which his or her Date of Termination occurs, but for the Participant’s Qualifying Termination, determined on the basis of actual achievement of the performance goals applicable under the AIP for such performance period (the “Prior Year Bonus”);

(d)

for one (1) year after the Participant’s Date of Termination, the Participant, his or her spouse and his or her dependents will continue to be entitled to participate in the Company’s group health, medical and vision insurance plans in which the Participant, his or her spouse and his or her dependents participate immediately prior to the Date of Termination, at the same rate as paid by similarly situated employees from time to time (“Benefits Coverage”); provided that the Participant timely elects continuation coverage under Section 4980B(f) of the Code; provided, further, that the Participant, his or her spouse and his or her dependents shall cease to be entitled to Benefits Coverage if and when the Participant obtains alternative employment and becomes eligible for insurance coverage that is substantially similar to the Benefits Coverage, in which case, the Participant must notify the Company within ten (10) days of the commencement of such alternative employment; and provided, further, that to the extent the applicable health and life insurance plans do not permit continuation of the Participant’s or his or her spouse’s or dependents’ participation throughout such period, for the portion of the period during which such continuation is not permitted, the Company shall provide the Participant, on the first business day of each calendar quarter, in advance, with an amount which is equal to the Company’s cost of providing such benefits, less the applicable employee rate of participation;

(e)

for twelve (12) months after Participant’s Date of Termination, Participant shall be entitled to receive outplacement benefits with a value of up to $15,000; and

(f)

effective as of the Participant’s Date of Termination, (i) any unvested time-based equity or other time-based long-term cash incentive awards held by the Participant shall immediately vest pro-rata and be payable, calculated by multiplying the award amount by a fraction, the numerator of which equals the number of days Participant was employed by the Company during the applicable vesting period through Participant’s Date of Termination and the denominator of which is the total number of days in the applicable vesting period, less the number of shares previously vested and (ii) any unvested performance-based equity or other long-term performance-based cash incentive awards held by the Participant shall continue to vest after the Participant’s Date of Termination and pay out when such awards are paid pursuant to the applicable award agreement, based upon actual performance attained and multiplied by a fraction, the numerator of which equals the number of days the Participant was employed by the Company during the applicable performance period through the Participant’s Date of Termination and the denominator of which is the total number of days in the applicable performance period. For the avoidance of doubt, and in order to give effect to the immediately preceding sentence, the provisions in any Participant’s award agreements that provide unvested equity awards or cash incentive awards shall expire or be forfeited if the Participant’s employment or service with the Company ends prior to the date in which a performance period ends or the date in which an award is settled shall be disregarded.

(g)

If the Participant is the Company’s Chief Executive Officer (the “CEO”), the Participant shall be entitled to the same benefits specified in this Section 3 due to a Qualifying Termination that occurs other than during a CIC Termination Period; provided that:

(i)

the cash payment specified in Section 3(a) shall be equal to two (2) times the sum of (i) the Participant’s Base Salary and (ii) the Participant’s target annual cash bonus under the AIP, based on the target in effect as of the date of such Qualifying Termination; and

(ii)

the Participant, his or her spouse and his or her dependents will continue to be entitled to the Benefits Coverage specified in Section 3(d) for twenty-four (24) months after Participant’s Date of Termination, subject to the same terms and conditions specified therein.

-2-

Subject to the Release requirement described above, the cash severance payments specified in Section 3(a) and Section 3(g)(i) shall be paid in equal installments on the 15th and last days of each of the twelve (12) months following the 30th day after the date of the Participant’s Date of Termination (or, if the 15th and last day of a month is not a business day, on the closest business day to such date), the cash payments specified in Section 3(b) and Section 3(c) shall be paid on the dates on which the Actual Bonus or the Prior Year Bonus would have been paid to Participant under the AIP in accordance with the terms of the AIP, but for Participant’s Qualifying Termination during or following the performance period, and the equity or other long-term cash incentive awards specified in Section 3(f)(i) shall be distributed as soon as practicable but no later than sixty (60) days following the Participant’s Date of Termination.

Change in Control Severance Benefits.

(a)

Effect of a Change in Control on Performance-Based Equity Awards. Upon a Change in Control, each outstanding Performance-Based Equity Award held by a Participant that was granted after the Effective Date shall be deemed earned at the target performance level with respect to all open performance periods and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the Change in Control in accordance with the original performance period.

(b)

Change in Control Severance Benefits. If, during a CIC Termination Period, the employment of a Participant is terminated due to a Qualifying Termination, then, subject to the Participant’s execution of a Release, which shall be provided to the Participant no later than five (5) days after his or her Date of Termination and must be executed by the Participant, become effective and not be revoked by the Participant by the sixtieth (60th) day following his or her Date of Termination, the Company shall provide to the Participant:

(i)

a lump sum cash payment equal to one and one-half (1.5) times the sum of (i) Participant’s Base Salary and (ii) Participant’s target annual cash bonus under the AIP;

(ii)

a lump sum cash payment equal to Participant’s target annual cash bonus under the AIP, multiplied by a fraction, the numerator of which equals the number of days the Participant was employed by the Company during the year which the Date of Termination occurred, and the denominator of which is 365;

(iii)

if the Participant’s Qualifying Termination occurs after the end of a performance period under the AIP, but before the payment of annual cash bonuses for such period under the AIP, a lump sum cash payment equal to the Participant’s Prior Year Bonus;

(iv)

for eighteen (18) months after Participant’s Date of Termination, Participant, his or her spouse and his or her dependents will continue to be entitled to Benefits Coverage; provided that the Participant timely elects continuation coverage under Section 4980B(f) of the Code; provided, further, that the Participant, his or her spouse and his or her dependents shall cease to be entitled to Benefits Coverage if and when the Participant obtains alternative employment and becomes eligible for insurance coverage that is substantially similar to the Benefits Coverage, in which case, the Participant must notify the Company within ten (10) days of the commencement of such alternative employment; and provided, further, that to the extent that the applicable health and life insurance plans do not permit continuation of the Participant’s or his or her spouse’s or dependents’ participation throughout such period, for the portion of the period during which such continuation is not permitted, the Company shall provide the Participant, on the first business day of each calendar quarter, in advance, with an amount which is equal to the Company’s cost of providing such benefits, less the applicable employee rate of participation;

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(v)

effective as of the Participant’s Date of Termination during the CIC Termination Period (or, if later, the date the Change in Control occurs), any unvested equity or other long-term cash incentive awards held by the Participant shall vest in full, and any performance-based equity or other long-term performance-based cash incentive granted after the date the Change in Control occurs shall be payable based upon actual performance attained for any completed performance period and at the target performance level with respect to all open performance periods;

(vi)

for twelve (12) months after Participant’s Date of Termination, Participant shall be entitled to receive outplacement benefits with a value of up to $15,000.

(vii)

If the Participant is the CEO, the Participant shall be entitled to the same benefits specified in this Section 4 upon a Qualifying Termination during the CIC Termination Period under the Plan; provided that:

(A)

the cash payment specified in Section 4(b)(i) shall be equal to two and one-half (2.5) times the sum of (i) the Participant’s Base Salary and (ii) the Participant’s target annual cash bonus under the AIP; and

(B)

the Participant, his or her spouse and his or her dependents will continue to be entitled to the Benefits Coverage specified in Section 4(b)(iv) for twenty-four (24) months after Participant’s Date of Termination, subject to the same terms and conditions specified therein.

Subject to the Release requirement described above, the cash payments specified in paragraphs (i), (ii) and (vii)(A) of this Section 4(b) shall be paid on the sixtieth (60th) day (or the next following business day if the sixtieth (60th) day is not a business day) following the Participant’s Date of Termination, the cash payment specified in paragraph (iii) of this Section 4(b) shall be paid on the date on which the Prior Year Bonus would have been paid to Participant under the AIP in accordance with the terms of the AIP, but for Participant’s Qualifying Termination following the performance period, and the equity or other long-term cash incentive awards specified in paragraph (v) shall be distributed as soon as practicable and no later than sixty (60) days following the Participant’s Date of Termination.

Accrued Obligations. The Company shall pay to the Participant all of the Participant’s Accrued Obligations, in each case determined in accordance with the terms of the relevant plan or policy. Payment of such Accrued Obligations shall be made to the Participant as soon as administratively practicable following the Participant’s Date of Termination.

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No Duplication of Benefits. Except as otherwise expressly provided pursuant to the Plan, the Plan shall be construed and administered in a manner which avoids duplication of compensation and benefits which may be provided under any other plan, program, policy, or other arrangement or individual contract or under any statute, rule or regulation. In the event a Participant is covered by any other plan, program, policy, individually negotiated agreement or other arrangement, in effect as of his or her Date of Termination, that may duplicate the payments and benefits provided for in Section 3 or Section 4, the Compensation Committee is specifically empowered to reduce or eliminate the duplicative benefits provided for under the Plan, such that the Participant receives the treatment provided for by the more favorable provision.

Withholding Taxes. The Company shall withhold from all payments due to the Participant (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

Expenses. If any contest or dispute shall arise under the Plan involving termination of a Participant’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, each party shall be responsible for its own legal fees and related expenses, if any, incurred in connection with such contest or dispute; provided, however, that with respect to any contest or dispute arising after a Change in Control, in the event the Participant substantially prevails with respect to such contest or dispute, the Company shall reimburse the Participant on a current basis for all reasonable legal fees and related expenses incurred by the Participant in connection with such contest or dispute, which reimbursement shall be made within thirty (30) days after the date the Company receives the Participant’s statement for such fees and expenses.

No Guarantee of Continued Employment. Nothing in the Plan shall be deemed to entitle the Participant to continued employment with the Company or any of its subsidiaries.

10.

Restrictive Covenants.

(a)

Noncompetition. If a Participant’s employment is terminated in accordance with Section 3 or Section 4 of the Plan, then during the twelve (12) month period immediately following the Participant’s Date of Termination (the “Restricted Period”), the Participant shall not, directly or indirectly, manage, control, participate in, consult with, render services for, or in any manner engage in a Competitive Enterprise.

(b)

Nonsolicitation of Customers. During the Restricted Period, the Participant shall not, directly or indirectly through another entity, solicit or attempt to solicit or induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to transact business with a Competitive Enterprise or to cease doing business with the Company or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company.

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(c)

Nonsolicitation of Employees. During the twenty-four (24) month period immediately following the Participant’s Date of Termination, the Participant shall not, directly or indirectly through another entity:

(i)

induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee, or

(ii)

hire any person who was an employee of the Company within 180 days prior to the date of hire.

(d)

Non-Disparagement. In the event a Participant’s employment is terminated in accordance with Section 3 or Section 4 of the Plan, after the Participant’s Date of Termination, to the fullest extent permitted by law, (i) the Participant shall not make any statement that would libel, slander or disparage the Company or its past or present officers, directors, employees or agents; provided, however, that the Participant or the Company may respond to any question, inquiry or request for information from any regulator or investor, or when required by legal process or legal and regulatory requirements, including disclosure requirements under applicable laws.

(e)

Confidentiality. No Participant shall disclose to any unauthorized person, firm, corporation or other entity or use for his or her own account any information, observations and data obtained by the Participant during the course of his or her employment concerning the business and affairs of the Company or any Related Entities, including any information concerning acquisition opportunities in or reasonably related to the Company’s business or industry of which the Participant become aware during the Participant’s employment, without the Board’s written consent, unless and to the extent that the aforementioned matters:

(i)

become generally known to and available for use by the public other than as a result of the Participant’s acts or omissions,

(ii)

were known to the Participant prior to the Participant’s employment with the Company, or

(iii)

are required to be disclosed pursuant to any applicable law or court order.

The Participant shall deliver to the Company upon the termination of the Participant’s employment, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of the Company or any of its subsidiaries (including, without limitation, all acquisition prospects, lists and contact information) that the Participant may then possess or have under his or her control. For the avoidance of doubt, nothing in the Plan or any agreement with, or policy of, the Company restricts or impedes a Participant from providing information to governmental or regulatory bodies, including a Participant’s right to make disclosures under the whistleblower provisions of applicable law or regulations.

(f)

Enforcement. If, at the time of enforcement of this Section 10, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area, and the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law.

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Because each Participant’s services are unique, the parties hereto agree that monetary damages would be an inadequate remedy for any breach of this Section 10. Therefore, in the event of a breach or threatened breach of this Section 10, the Company may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

(g)

Recoupment; Cessation of Obligations. In the event that the Participant breaches Sections 10(a), 10(b), 10(c), 10(d) or 10(e) hereof or materially breaches another provision of the Release, the Company shall have the right to recoup from the Participant all payments and benefits (or the value thereof as determined by the Compensation Committee in its sole discretion) provided to such Participant under the Plan and any obligation of the Company to make or provide any payments or benefits under the Plan will cease.

11.

Section 280G of the Code.

(a)

In the event that any payments or benefits (whether under the Plan or otherwise) payable to a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Participant, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this provision will occur in the following order, in each case with payments and benefits with a higher “parachute payment” value for purposes of Section 280G of the Code reduced before payments with a lower value: (1) reduction of vesting acceleration of equity awards that are not eligible for reduction under Treasury Regulation 1.280G Q&A-24(c); (2) reduction of Benefits Coverage; (3) reduction of cash payments that are not eligible for reduction under Treasury Regulation 1.280G Q&A-24(c); (4) reduction of vesting acceleration of equity awards that are eligible for reduction under Treasury Regulation 1.280G Q&A-24(c); and (5) reduction of cash payments that are eligible for reduction under Treasury Regulation 1.280G Q&A-24(c). In the event that acceleration of vesting of equity awards or cash payments is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for such awards. If two or more awards were granted on the same date, each award will be reduced on a pro-rata basis.

(b)

All determinations required to be made under this Section 11, including the reduction payments hereunder and the assumptions to be utilized in arriving at such determinations, will be made by a public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Participant within fifteen (15) business days of the receipt of notice from the Company or the Participant that there has been a payment that may be subject to Section 4999 of the Code, or such earlier time as is requested by the Company, and whose determination will be conclusive and binding upon the Participant and the Company for all purposes.

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For purposes of making the calculations required by this Section 11, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Participant agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any determinations by the Accounting Firm with respect to whether any payments or benefits are subject to reduction under this Section 11 shall be binding upon the Company and the Participant.

12.

Successors; Binding Agreement. This Plan shall survive any Change in Control, and the provisions of this Plan shall be binding upon the surviving corporation, which shall be treated as the Company hereunder. The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant dies while any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if no person is so appointed, to the Participant’s estate.

13.

Notice.

(a)

For purposes of the Plan, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid and addressed as follows:

If to the Participant:

The address listed as the Participant’s address in the Company’s personnel files.

If to the Company:

Donnelley Financial Solutions, Inc.

Attention: General Counsel

391 Steel Way

Lancaster, Pennsylvania 17601.

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b)

A written notice of the Participant’s Date of Termination by the Company or the Participant, as the case may be, to the other, shall (i) indicate the specific termination provision in the Plan relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated and (iii) specify the Date of Termination (which date shall be not less than thirty (30) nor more than ninety (90) days after the giving of such notice).

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The failure by the Participant or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Participant or the Company hereunder or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights hereunder. Notwithstanding the foregoing, if such termination is due to the Company’s termination of a Participant for Cause, the Company will have the right to specify the Date of Termination as the date of such notice or such other date as the Company deems appropriate, which will in no event be deemed a termination by the Company without Cause or constitute Good Reason.

14.

Full Settlement; Resolution of Disputes and Costs.

(a)

In no event shall the Participant be obligated to seek other employment or take other action by way of mitigation of the amounts payable to the Participant under any of the provisions of the Plan and, except as provided in the Release, such amounts shall not be reduced whether or not the Participant obtains other employment; provided that the Participant’s entitlement to Benefits Coverage may terminate in connection with the Participant’s commencement of alternative employment as set forth in Section 3(d) or Section 4(b)(iv).

(b)

Any dispute or controversy arising under or in connection with the Plan shall be settled exclusively by arbitration in Chicago, Illinois by three arbitrators in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect. One arbitrator shall be selected by the Company, the other by the Participant and the third jointly by these arbitrators (or if they are unable to agree within thirty (30) days of the commencement of arbitration, the third arbitrator will be appointed by the JAMS). Judgment may be entered on the arbitrators’ award in any court having jurisdiction. Notwithstanding anything in the Plan to the contrary, any arbitration panel that adjudicates any dispute, controversy or claim arising between a Participant and the Company, or any of their delegates or successors, in respect of a Participant’s Qualifying Termination that occurs during a CIC Termination Period, will apply a de novo standard of review to any determinations made by such person. Such de novo standard shall apply notwithstanding the grant of full discretion hereunder to any such person or characterization of any such decision by such person as final, binding or conclusive on any party.

15.

Employment with Subsidiaries. Employment with the Company for purposes of the Plan shall include employment with any subsidiary of the Company.

16.

Survival. The respective obligations and benefits afforded to the Company and the Participant as provided in Sections 3, 4 (to the extent that payments or benefits are owed as a result of a termination of employment that occurs during the term of the Plan), 7, 8, 10, 12 and 14 shall survive the termination of the Plan.

17.

GOVERNING LAW; VALIDITY. EXCEPT TO THE EXTENT THE PLAN IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ALL RIGHTS AND OBLIGATIONS UNDER THE PLAN SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THE PLAN SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THE PLAN, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

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18.

Amendment and Termination. The Compensation Committee may amend or terminate the Plan at any time without the consent of the Participants and may remove a Participant from the Plan for any reason, provided that the Compensation Committee must give notice to Participants at least twelve (12) months prior to the effective date of any amendment if such amendment will materially impair the rights of Participants under the Plan. Notwithstanding the foregoing, during a CIC Termination Period, the Plan may not be amended in a manner that is adverse to the interests of the Participants or terminated by the Compensation Committee (or any successor committee thereto) and any Participant’s participation hereunder may not be terminated, in each case without the prior written consent of such Participant.

19.

Interpretation and Administration. The Plan shall be administered by the Compensation Committee (or any successor committee). The Compensation Committee (or any successor committee) shall have the authority (a) to exercise all of the powers granted to it under the Plan, (b) to construe, interpret and implement the Plan, (c) to prescribe, amend and rescind rules and regulations relating to the Plan, (d) to make all determinations necessary or advisable with respect to the administration of the Plan, (e) to correct any defect, supply any omission and reconcile any inconsistency in the Plan, and (f) to delegate its responsibilities and authority hereunder to a subcommittee of the Compensation Committee. All determinations by the Compensation Committee (or any successor committee) shall be made in the Compensation Committee’s reasonable discretion and be final and binding on Participants; provided that a de novo standard of review will apply to any such determinations made following a Change in Control.

20.

Claims and Appeals. Participants may submit claims for benefits by giving notice to the Company pursuant to Section 13 of the Plan. If a Participant believes that he or she has not received coverage or benefits to which he or she is entitled under the Plan, the Participant may notify the Compensation Committee in writing of a claim for coverage or benefits. If the claim for coverage or benefits is denied in whole or in part, the Compensation Committee shall notify the applicant in writing of such denial within thirty (30) days (which may be extended to sixty (60) days under special circumstances), with such notice setting forth: (i) the specific reasons for the denial; (ii) the Plan provisions upon which the denial is based; (iii) any additional material or information necessary for the applicant to perfect his or her claim; and (iv) the procedures for requesting a review of the denial. Upon a denial of a claim by the Compensation Committee, the Participant may: (i) request a review of the denial by the Compensation Committee or, where review authority has been so delegated, by such other person or entity as may be designated by the Compensation Committee for this purpose; (ii) review any Plan documents relevant to his or her claim; and (iii) submit issues and comments to the Compensation Committee or its delegate that are relevant to the review. Any request for review must be made in writing and received by the Compensation Committee or its delegate within sixty (60) days of the date the applicant received notice of the initial denial, unless special circumstances require an extension of time for processing. The Compensation Committee or its delegate will make a written ruling on the applicant’s request for review setting forth the reasons for the decision and the Plan provisions upon which the denial, if appropriate, is based. This written ruling shall be made within thirty (30) days of the date the Compensation Committee or its delegate receives the applicant’s request for review unless special circumstances require an extension of time for processing, in which case a decision will be rendered as soon as possible, but not later than sixty (60) days after receipt of the request for review. All extensions of time permitted by this Section 20 will be permitted at the sole discretion of the Compensation Committee or its delegate. If the Compensation Committee does not provide the Participant with written notice of the denial of his or her appeal, the Participant’s claim shall be deemed denied.

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21.

Type of Plan. The Plan is intended to be, and shall be interpreted as an unfunded employee welfare plan under Section 3(1) of ERISA and Section 2520.104-24 of the Department of Labor Regulations, maintained primarily for the purpose of providing employee welfare benefits, to the extent that it provides welfare benefits, and under Sections 201, 301 and 401 of ERISA, as a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation, to the extent that it provides such compensation, in each case for a select group of management or highly compensated employees (i.e., a “top hat” plan).

22.

Nonassignability. Benefits under the Plan may not be assigned by the Participant. The terms and conditions of the Plan shall be binding on the successors and assigns of the Company.

23.

Section 409A.

(a)

The Plan is intended and will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, “deferred compensation” within the meaning of Section 409A of the Code), whether by reason of “short-term deferral” treatment or other exemptions or provisions. The Plan shall be administered and interpreted to the extent possible in a manner consistent with the intent expressed in this Section 23. If any compensation or benefits provided by the Plan may result in accelerated or additional tax under Section 409A of the Code, the Company shall, in consultation with the affected Participant, make modifications as necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of Section 409A or in order to comply with the provisions of Section 409A.

(b)

To the extent a Participant would otherwise be entitled to any payment or benefit that under the Plan, or any plan or arrangement of the Company or its affiliates, constitutes “deferred compensation” subject to Section 409A and that if paid or provided during the six (6) months beginning on the date of termination of a Participant’s employment would be subject to the Section 409A additional tax because the Participant is a “specified employee” (within the meaning of Section 409A and as determined by the Company), the payment or benefit will be paid or provided (or will commence being paid or provided, as applicable) to the Participant on the earlier of the six (6) month anniversary of the Participant’s Date of Termination or the Participant’s death. In addition, any payment or benefit due upon a termination of the Participant’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Participant only upon a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Each payment made under the Plan shall be deemed to be separate payments, and amounts payable under Section 3 or Section 4 of the Plan shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Sections 1.409A-1 through A-6.

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(c)

To the extent necessary to prevent any accelerated or additional tax under Section 409A, any payment due upon a Change in Control will be paid only if such Change in Control constitutes a “change in ownership” or “change in effective control” within the meaning of Section 409A, and in the event that such Change in Control does not constitute a “change in the ownership” or “change in the effective control” within the meaning of Section 409A, such award will vest upon the Change in Control and any payment will be delayed until the first date such award would not be subject to accelerated or additional tax under Section 409A.

(d)

Notwithstanding anything to the contrary in the Plan or elsewhere, any payment or benefit under the Plan or otherwise that is exempt from Section 409A pursuant to final Treasury Regulation Sections 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Participant only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the Participant’s second taxable year following the Participant’s taxable year in which the “separation from service” occurs; and provided, further, that such expenses are reimbursed no later than the last day of the Participant’s third taxable year following the taxable year in which the Participant’s “separation from service” occurs. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under the Plan is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Participant incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in the Plan or elsewhere, in the event that a Participant waives the provisions of another severance or change in control agreement or arrangement to participate in the Plan and such participation in the Plan is later determined to be a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment or benefit under the Plan that such Participant becomes entitled to receive during the remainder of the waived term of such agreement or arrangement shall be payable in accordance with the time and form of payment provisions of such agreement or arrangement.

24.

Effective Date. The Plan shall be effective as of July 15, 2020 (the “Effective Date”).

25.

Definitions. As used in the Plan, the following terms shall have the respective meanings set forth below. Capitalized terms not defined herein shall have the same meaning as under the Donnelley Financial Solutions, Inc. 2016 Performance Incentive Plan, as may be amended from time to time, or any successor plan thereto (the “2016 PIP”).

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(a)

“Accrued Obligations” means, as of the Date of Termination, the sum of (i) Participant’s Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the amount of any other cash compensation earned by Participant as of the Date of Termination to the extent not theretofore paid, (iii) any vacation pay, expense reimbursements and other cash payments to which Participant is entitled as of the Date of Termination to the extent not theretofore paid, and (iv) all other benefits which have accrued and are vested as of Date of Termination. For the purpose of this paragraph (a) under Section 25, except as provided in the applicable plan, program or policy, amounts shall be deemed to accrue ratably over the period during which they are earned, but no discretionary compensation shall be deemed earned or accrued until it is specifically approved in accordance with the applicable plan, program or policy.

(b)

“Base Salary” means the Participant’s annual rate of base salary as in effect on the Participant’s termination date of a Qualifying Termination (or, if greater, the highest annual rate of base salary during the twelve-month period immediately prior to the Participant’s termination date).

(c)

“Board” means the Board of Directors of the Company.

(d)

“Cause” means any of the following with respect to a Participant:

(i)

the Participant’s willful and continued failure to perform substantially his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or any such failure subsequent to the Participant’s being delivered a notice of termination without Cause) after a written demand for substantial performance is delivered to the Participant by the CEO (except if the Participant is the CEO), or the Board that identifies the manner in which the Participant have not performed his or her duties;

(ii)

the Participant’s willful engaging in conduct which is demonstrably and materially injurious (monetarily or otherwise) to the business, reputation, character or community standing of the Company;

(iii)

conviction of or the pleading of nolo contendere with regard to a felony or any crime involving fraud, dishonesty or moral turpitude; or

(iv)

a refusal or failure to attempt in good faith to follow the written direction of the Chief Operating Officer, the CEO (except if the Participant is the CEO), or the Board (provided that such written direction is consistent with the Participant’s duty and station) promptly upon receipt of such written direction.

For the purposes of this definition, no act or failure to act by the Participant shall be considered “willful” unless done or omitted to be done by the Participant in bad faith and without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of the Company’s principal outside counsel shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Company shall provide the Participant with a reasonable amount of time, after a notice and demand for substantial performance is delivered to the Participant, to cure any such failure to perform, and if such failure is so cured within a reasonable time thereafter, such failure shall not be deemed to have occurred.

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Notwithstanding the foregoing, if a Participant is party to an effective employment agreement with the Company that provides a definition for “Cause”, “Cause” shall have the same meaning as under such agreement.

(e)

“Change in Control” has the meaning set forth in the 2016 PIP.

(f)

“CIC Termination Period” means the period of time beginning three (3) months prior to a Change in Control and ending twenty-four (24) months following such Change in Control; provided that the period of time three (3) months prior to such Change in Control shall only be considered part of the CIC Termination Period if the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason at the request of a third party purchaser in connection with a Change in Control, as determined in good faith by the Compensation Committee.

(g)

“Code” means the Internal Revenue Code of 1986, as amended.

(h)

“Compensation Committee” means the Compensation Committee of the Board.

(i)

“Competitive Enterprise” means any business competing with the businesses of the Company as of a Participant’s Date of Termination, provided that the Participant may hold up to a 1% passive equity interest in a public company that may be a Competitive Enterprise.

(i)

“Company” means Donnelley Financial Solutions, Inc., together with its subsidiaries.

(j)

“Date of Termination” means the effective date on which the Participant’s employment by the Company terminates as specified in a prior written notice by the Company or the Participant, as the case may be, to the other, delivered pursuant to Section 13.

(k)

“Disability” means a disability that would entitle a Participant to payment of regular disability payments under any Company disability plan or as otherwise determined by the Compensation Committee.

(l)

“Good Reason” means the occurrence of one or more of the following circumstances, without the Participant’s express written consent:

(i)

a change in the Participant’s duties or responsibilities (including reporting responsibilities) that taken as a whole represents a material and adverse diminution of the Participant’s duties, responsibilities or status with the Company (other than a temporary change that results from or relates to the Participant’s incapacitation due to physical or mental illness); a reduction by the Company in the Participant’s rate of annual base salary or annual target bonus opportunity (including any material and adverse change in the formula for such annual bonus target) as the same may be increased from time to time; or

-14-

(ii)

(iii)

any requirement of the Company that the Participant’s office be more than seventy-five (75) miles from the Participant’s primary work location.

Notwithstanding the foregoing, a termination for Good Reason shall not have occurred unless (x) the Participant gives written notice to the Company describing in reasonable detail the Good Reason event that has occurred within ninety (90) days of the Participant’s obtaining knowledge of the event, (y) the Company has failed within thirty (30) days of receipt of such written notice to remedy the circumstances constituting Good Reason and (z) the Participant’s termination of employment occurs no later than 150 days following the initial existence of the circumstances constituting Good Reason.

Notwithstanding the foregoing, if a Participant is party to an effective employment agreement with the Company that provides a definition for “Good Reason”, “Good Reason” shall have the same meaning as under such agreement.

(m)

“Performance-Based Equity Award” means any equity-based award that is subject to pre-established performance criteria and is intended to constitute performance-based compensation.

(n)

“Qualifying Termination” means a termination of the Participant’s employment with the Company (i) other than during a CIC Termination Period, by the Company other than for Cause or, for the CEO only, by the CEO for Good Reason, or (ii) during a CIC Termination Period, by the Company other than for Cause or by the Participant for Good Reason. Termination of the Participant’s employment on account of death, Disability, by the Company for Cause or by the Participant other than for Good Reason shall not be treated as a Qualifying Termination. Notwithstanding the preceding sentence, the death of the Participant after notice of termination for Good Reason or without Cause has been validly provided shall be deemed to be a Qualifying Termination.

(o)

“Release” means a final and non-revocable general release in a form determined by the Company.

(p)

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the final Treasury regulations issued thereunder.

-15-

EX-10.3 4 dfin-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

DONNELLEY FINANCIAL SOLUTIONS, INC.
FORM OF PERFORMANCE UNIT AWARD
(AMENDED AND RESTATED 2016 PIP)

This Performance Unit Award (“Award”) is granted as of [Date] (the “Grant Date”), by Donnelley Financial Solutions, Inc. (the “Company”) to [Name] (“Grantee”).

Grant of Award. This Award is granted as an incentive for Grantee to remain an employee of the Company and share in the future success of the Company. The Company hereby credits to Grantee [Number] stock units (the “Performance Units”) (which number represents target achievement of the Performance Conditions (as defined below)), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the Company’s Amended and Restated 2016 Performance Incentive Plan (the “A&R 2016 PIP”). Capitalized terms not defined herein shall have the meanings specified in the A&R 2016 PIP.

Vesting and Determination of Achievement; Distribution of Award.

(a)

Except to the extent otherwise provided in paragraph 4 or 5 below, the Award shall vest on the third anniversary of the Grant Date (the “Vesting Date”), subject to Grantee’s continued employment with the Company through the Vesting Date. The number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) payable in respect of vested Performance Units will be determined according to the attainment of the performance condition or conditions as established by the Committee and set forth on Exhibit A hereto (each, a “Performance Condition”) for the performance period applicable to such Performance Condition as established by the Committee and set forth on Exhibit A (each, a “Performance Period”). The Committee shall determine the attainment of each Performance Condition after the completion of the applicable Performance Period (a “Performance Determination”) and shall certify the number of shares of Common Stock determined to be payable in respect of the Award following the conclusion of the Performance Period with the latest completion date.

(b)

Except to the extent otherwise provided in paragraph 4 or 5 below, distribution with respect to this Award shall be made to Grantee as soon as practicable following the Vesting Date, but no later than 60 days thereafter. Distribution of this Award may be made in Common Stock, cash (based upon the fair market value of the Common Stock on the date of distribution) or any combination thereof as determined by the Committee.

Dividends; Voting.

(a)

No dividends or dividend equivalents will accrue with respect to the Performance Units.

(b)

Grantee shall have no right to vote shares of common stock represented by the Performance Units unless and until distribution with respect to this Award is made in Common Stock pursuant to paragraph 2(b) above.

Treatment upon Separation or Termination.

(a)

If Grantee’s employment terminates by reason of death or Disability (as defined in the applicable Company long-term disability policy as in effect at the time of Grantee’s disability) prior to the Vesting Date, the Award shall vest at such termination of employment and be distributed as follows. Performance Units associated with a Performance Condition for which the Performance Period has been completed shall vest and become payable based on the Performance Determination. Performance Units associated with a Performance Condition for which the Performance Period has not been completed shall vest pro rata based on a fraction, the numerator of which is the number of days Grantee was employed by the Company during such Performance Period and the denominator of which is the total number of days in the applicable Performance Period, and shall become payable based on the attainment of target performance level for each such Performance Condition; provided that target performance level in respect of a Performance Condition that modifies the attainment of another Performance Condition shall mean that no such modification will apply. Distribution of such vested Performance Units shall be made as soon as practicable following Grantee’s termination of employment, but no later than 60 days thereafter.

(b)

Subject to paragraph 5 below and the terms and conditions of any employment agreement between Grantee and the Company or other plan or arrangement with the Company applicable to Grantee, if Grantee’s employment terminates prior to the Vesting Date for any reason other than as set forth above, the Award shall be forfeited.

Treatment upon Change in Control.

(a)

At the time of Grantee’s termination of employment, if Grantee is a participant in the Company’s Executive Severance Plan or subject to an employment agreement approved by the Board, the terms and conditions of such documents shall apply. At the time of Grantee’s termination of employment, if Grantee is not a participant in the Company’s Executive Severance Plan or subject to an employment agreement approved by the Board, then, notwithstanding any other agreement with Grantee to the contrary, upon the date of a Change in Control, each Performance Condition for which the Performance Period has not been completed shall be deemed met at the target performance level (the “Change in Control Performance Determination”); provided that target performance level in respect of a Performance Condition that modifies the attainment of another Performance Condition shall mean that no such modification will apply. The Award will continue to remain subject to time-based vesting until the Vesting Date; provided, however, that if on or within three months prior to or two years after the date of such Change in Control, Grantee’s employment is terminated by the Company or any successor entity thereto without Cause, or Grantee resigns his or her employment with Good Reason, the Award shall immediately vest as of the date of such termination of employment and become payable based on the Change in Control Performance Determination and any Performance Determination with respect to a Performance Period that was completed prior to the date of a Change in Control. Distribution of such vested Award shall be made as soon as practicable following Grantee’s termination of employment, but no later than 15 days thereafter.

Unless otherwise defined in Grantee’s employment agreement or other plan or arrangement with the Company applicable to Grantee, “Cause” and “Good Reason” shall have the meanings ascribed to them below.

“Cause” means (i) Grantee’s willful and continued failure to perform substantially his or her duties with the Company (other than any such failure resulting from Grantee’s incapacity due to physical or mental illness or any such failure subsequent to Grantee’s being delivered a notice of termination without Cause) after a written demand for substantial performance is delivered to Grantee by the Group President, the Chief Executive Officer, or the Board that identifies the manner in which Grantee has not performed his or her duties, (ii) Grantee’s willful engaging in conduct which is demonstrably and materially injurious (monetarily or otherwise) to the business, reputation, character or community standing of the Company, (iii) conviction of or the pleading of nolo contendere with regard to a felony or any crime involving fraud, dishonesty or moral turpitude, or (iv) a refusal or failure to attempt in good faith to follow the written direction of the Group President, the Chief Executive Officer, or the Board (provided that such written direction is consistent with Grantee’s duty and station) promptly upon receipt of such written direction. For the purposes of this definition, no act or failure to act by Grantee shall be considered “willful” unless done or omitted to be done by Grantee in bad faith and without reasonable belief that Grantee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of the Company’s principal outside counsel shall be conclusively presumed to be done, or omitted to be done, by Grantee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Company shall provide Grantee with a reasonable amount of time, after a notice and demand for substantial performance is delivered to Grantee, to cure any such failure to perform, and if such failure is so cured within a reasonable time (which shall be no less than thirty (30) days) thereafter, such failure shall not be deemed to have occurred.

“Good Reason” means, without Grantee’s express written consent, the occurrence of any of the following events: (i) a change in Grantee’s duties or responsibilities (including reporting responsibilities) that taken as a whole represents a material and adverse diminution of Grantee’s duties, responsibilities or status with the Company (other than a temporary change that results from or relates to Grantee’s incapacitation due to physical or mental illness), (ii) a reduction by the Company in Grantee’s rate of annual base salary or annual target bonus opportunity (including any material and adverse change in the formula for such annual bonus target) as the same may be increased from time to time, (iii) any requirement of the Company that Grantee’s office be more than seventy-five (75) miles from Grantee’s then-primary work location, or (iv) any material breach by the Company of any employment agreement between Grantee and the Company.

Notwithstanding the foregoing, a Good Reason event shall not be deemed to have occurred if the Company cures such action, failure or breach within thirty (30)

days after receipt of notice thereof given by Grantee. Grantee’s right to terminate employment for Good Reason shall not be affected by Grantee’s incapacities due to mental or physical illness and Grantee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Grantee must provide notice of termination of employment within ninety (90) days following Grantee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Award.

(b)

In the event that, in connection with a Change in Control, shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, are substituted, pursuant to Section 3(d)(i) of Article VI of the Plan, for some or all of the shares of common stock subject to the Performance Units granted hereunder (the “Replaced Award”), an award evidencing such substitution shall satisfy the terms and conditions to qualify as a Replacement Award. Such substituted award constitutes a “Replacement Award” if: (i) it is of the same type as the Replaced Award after taking into account any vesting of the Replaced Award in connection with the Change in Control (or, if it is of a different type as the Replaced Award (such as a deferred cash equivalent award), the Committee, as constituted immediately prior to the Change in Control, finds such type acceptable); (ii) it has a value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities listed on a U.S. national securities exchange of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, except in the case of a Replacement Award granted in the form of a deferred cash equivalent award; (iv) its terms and conditions comply with Section 3(d)(i) of Article VI of the Plan; and (v) its other terms and conditions are not less favorable to Grantee than the terms and conditions of the Replaced Award (including any provisions that would apply in the event of a subsequent Change in Control).

Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the foregoing conditions are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Committee may determine the value of Replaced Awards and Replacement Awards that are options or SARs by reference to either their intrinsic value or their fair value.

Withholding Taxes.

(a)

As a condition precedent to the issuance to Grantee of any shares of Common Stock pursuant to this Award, Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee.

(b)

Grantee may elect to satisfy his obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company of previously owned whole shares of Common Stock for which Grantee has good title, free and clear of all liens and encumbrances, having a fair market value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, (3) directing the Company to withhold a number of shares of Common Stock otherwise issuable to Grantee pursuant to this Award having a fair market value, determined as of the Tax Date, equal to the Required Tax Payments or (4) any combination of (1)-(3). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full. For purposes of this Award, the fair market value of a share of Common Stock on a specified date shall be determined by reference to the closing stock price in trading of the Common Stock on such date, or, if no such trading in the Common Stock occurred on such date, then on the next preceding date when such trading occurred.

Miscellaneous.

(a)

The Company shall pay all original issue or transfer taxes with respect to the issuance or delivery of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will use reasonable efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

(b)

Nothing in this Award shall confer upon Grantee any right to continue in the employ of the Company or any other company that is controlled, directly or indirectly, by the Company or to interfere in any way with the right of the Company to terminate Grantee’s employment at any time.

(c)

No interest shall accrue at any time on this Award or the Performance Units.

(d)

This Award shall be governed in accordance with the laws of the state of Delaware.

(e)

This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.

(f)

Neither this Award nor the Performance Units nor any rights hereunder or thereunder may be transferred or assigned by Grantee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or other procedures approved by the Company.

Any other transfer or attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void.

(g)

The Committee, as from time to time constituted, shall have the right to determine any questions that arise in connection with this Award or the Performance Units. This Award and the Performance Units are subject to the provisions of the A&R 2016 PIP and shall be interpreted in accordance therewith.

(h)

By acceptance of this Award, Grantee shall be deemed to be in agreement that the vesting of any outstanding performance units granted to Grantee prior to the Grant Date are subject to Grantee’s continued employment with the Company through the third anniversary of the applicable grant date, except to the extent expressly provided otherwise in the applicable award agreement, any employment agreement between Grantee and the Company or other plan or arrangement with the Company applicable to Grantee.

(i)

If there is any inconsistency between the terms and conditions of this Award and the terms and conditions of Grantee’s employment agreement, employment letter or other similar agreement, the terms and conditions of such agreement shall control.

(j)

This Award is intended and will be construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder (including the requirements applicable to, or the conditions for exemption from treatment as, “deferred compensation” within the meaning of Section 409A of the Code), whether by reason of “short-term deferral” treatment or other exemptions or provisions. This Award shall be administered and interpreted to the extent possible in a manner consistent with the intent expressed in this paragraph. If any compensation or benefits provided by this Award may result in accelerated or additional tax under Section 409A of the Code, the Company shall, in consultation with Grantee, modify this Award as necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code. By signing this Award, Grantee acknowledges that if any amount paid or payable to Grantee becomes subject to Section 409A of the Code, Grantee is solely responsible for the payment of any taxes and interest due as a result. For purposes of Section 409A of the Code, each payment made under this Award will be treated as a separate payment. In no event may Grantee, directly or indirectly, designate the calendar year of payment.

(k)

Each party agrees that this Award and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Award or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.

DONNELLEY FINANCIAL SOLUTIONS, INC.

By:

Name:
Title:

All of the terms of this Award are accepted as of this ______ day of _______________.

Grantee:

Exhibit A

EX-10.4 5 dfin-ex10_4.htm EX-10.4 EX-10.4

Exhibit 10.4

DONNELLEY FINANCIAL SOLUTIONS, INC.
FORM OF STOCK UNIT AWARD

(AMENDED AND RESTATED 2016 PIP)

This Stock Unit Award (“Award”) is granted as of [Date] (the “Grant Date”) by Donnelley Financial Solutions, Inc. (the “Company”) to [Name] (“Grantee”).

Grant of Award. This Award is granted as an incentive for Grantee to remain an employee of the Company and share in the future success of the Company. The Company hereby credits to Grantee [Number] stock units (the “Stock Units”), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the Company’s Amended and Restated 2016 Performance Incentive Plan (the “A&R 2016 PIP”). Capitalized terms not defined herein shall have the meanings specified in the A&R 2016 PIP.

Vesting.

(a)

Except to the extent otherwise provided in paragraph 2(b) or 3 below, the Stock Units shall vest as follows:

[Insert Vesting Schedule]

(b)

For the purposes of this definition, no act or failure to act by Grantee shall be considered “willful” unless done or omitted to be done by Grantee in bad faith and without reasonable belief that Grantee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of the Company’s principal outside counsel shall be conclusively presumed to be done, or omitted to be done, by Grantee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Company shall provide Grantee with a reasonable amount of time, after a notice and demand for substantial performance is delivered to Grantee, to cure any such failure to perform, and if such failure is so cured within a reasonable time (which shall be no less than thirty (30) days) thereafter, such failure shall not be deemed to have occurred.

“Good Reason” means, without Grantee’s express written consent, the occurrence of any of the following events: (i) a reduction by more than 10% by the Company in Grantee’s rate of annual base salary or annual target bonus opportunity (including any material and adverse change in the formula for such annual bonus target) as the same may be increased from time to time, (ii) any requirement of the Company that Grantee’s office be more than seventy-five (75) miles from Grantee’s then-primary work location, or (iii) any material breach by the Company of any employment agreement between Grantee and the Company. Notwithstanding the foregoing, a Good Reason event shall not be deemed to have occurred if the Company cures such action, failure or breach within thirty (30) days after receipt of notice thereof given by Grantee. Grantee’s right to terminate employment for Good Reason shall not be affected by Grantee’s incapacities due to mental or physical illness and Grantee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Grantee must provide notice of termination of employment within ninety (90) days following Grantee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Award.

(c)

national securities exchange of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, except in the case of a Replacement Award granted in the form of a deferred cash equivalent award; (iv) its terms and conditions comply with Section 3(d)(i) of Article VI of the Plan; and (v) its other terms and conditions are not less favorable to Grantee than the terms and conditions of the Replaced Award (including any provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the foregoing conditions are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Committee may determine the value of Replaced Awards and Replacement Awards that are options or SARs by reference to either their intrinsic value or their fair value.

Treatment Upon Separation from Service.

(a)

If Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h), hereinafter a “Separation from Service”) by reason of death or Disability (as defined in the applicable Company long-term disability policy as in effect at the time of Grantee’s disability), the Stock Units shall become fully vested as of the date of such Separation from Service.

(b)

Subject to paragraph 2(b) above and the terms and conditions of any employment agreement between Grantee and the Company or other plan or arrangement with the Company applicable to Grantee, if Grantee has a Separation from Service other than for death or Disability the Stock Units, if unvested, shall be forfeited.

Issuance of Common Stock in Satisfaction of Stock Units. As soon as practicable, but not more than 2½ months following the vesting date, the Company shall issue one share of common stock of the Company (“Common Stock”) to Grantee for each Stock Unit that has vested on such date. Each Stock Unit shall be cancelled upon the issuance of a share of Common Stock with respect thereto.

Dividends. No dividends or dividend equivalents will accrue with respect to the Stock Units.

Rights as a Shareholder. Prior to issuance, Grantee shall not have the right to vote, nor have any other rights of ownership in, the shares of Common Stock to be issued in satisfaction of Stock Units upon their vesting.

Withholding Taxes.

(a)

If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee.

(b)

Grantee may elect to satisfy his obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company of previously owned whole shares of Common Stock for which Grantee has good title, free and clear of all liens and encumbrances, having a fair market value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, (3) directing the Company to withhold a number of shares of Common Stock otherwise issuable to Grantee pursuant to this Award having a fair market value, determined as of the Tax Date, equal to the Required Tax Payments or (4) any combination of (1)-(3). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full. For purposes of this Award, the fair market value of a share of Common Stock on a specified date shall be determined by reference to the closing stock price in trading of the Common Stock on such date or, if no such trading in the Common Stock occurred on such date, then on the next preceding date when such trading occurred.

Non-Solicitation.

(a)

Grantee hereby acknowledges that the Company’s relationship with the customer or customers Grantee serves, and with other employees, is special and unique, based upon the development and maintenance of good will resulting from the customers' and other employees’ contacts with the Company and its employees, including Grantee. As a result of Grantee’s position and customer contacts, Grantee recognizes that Grantee will gain valuable information about (i) the Company’s relationship with its customers, their buying habits, special needs, and purchasing policies, (ii) the Company’s pricing policies, purchasing policies, profit structures, and margin needs, (iii) the skills, capabilities and other employment-related information relating to Company employees, and (iv) and other matters of which Grantee would not otherwise know and that is not otherwise readily available. Such knowledge is essential to the business of the Company and Grantee recognizes that, if Grantee has a Separation from Service, the Company will be required to rebuild that customer relationship to retain the customer's business. Grantee recognizes that during a period following Separation from Service, the Company is entitled to protection from Grantee’s use of the information and customer and employee relationships with which Grantee has been entrusted by the Company during Grantee’s employment.

(b)

Grantee acknowledges and agrees that any injury to the Company’s customer relationships, or the loss of those relationships, would cause irreparable harm to the Company.

Accordingly, Grantee shall not, while employed by the Company and for a period of one year from the date of Grantee’s Separation from Service for any reason, including Separation from Service initiated by the Company with or without cause, directly or indirectly, either on Grantee’s own behalf or on behalf of any other person, firm or entity, solicit or provide services that are the same as or similar to the services the Company provided or offered while Grantee was employed by the Company to any customer or prospective customer of the Company (i) with whom Grantee had direct contact during the last two years of Grantee’s employment with the Company or about whom Grantee learned confidential information as a result of his or her employment with the Company or (ii) with whom any person over whom Grantee had supervisory authority at any time had direct contact during the last two years of Grantee’s employment with the Company or about whom such person learned confidential information as a result of his or her employment with the Company.

(c)

Grantee shall not, while employed by the Company and for a period of two years following Grantee’s Separation from Service for any reason, including Separation from Service initiated by the Company with or without cause, either directly or indirectly solicit, induce or encourage any individual who was a Company employee at the time of, or within six months prior to, Grantee’s Separation from Service, to terminate their employment with the Company or accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company, nor shall Grantee cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce or encourage” includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company, or (iii) referring Company employees to personnel or agents employed by any entity, including but not limited to competitors, suppliers or customers of the Company.

(d)

Grantee acknowledges that the non-solicitation restrictions set forth in this paragraph 8 apply whether or not the Stock Units subject to this Award actually vest.

Miscellaneous.

(a)

(b)

(c)

This Award shall be governed in accordance with the laws of the state of Delaware.

(d)

This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.

(e)

Neither this Award nor the Stock Units nor any rights hereunder or thereunder may be transferred or assigned by Grantee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or other procedures approved by the Company. Any other transfer or attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void.

(f)

The Compensation Committee of the Board of Directors of the Company (the “Committee”), as from time to time constituted, shall have the right to determine any questions which arise in connection with this Award or the Stock Units. This Award and the Stock Units are subject to the provisions of the A&R 2016 PIP and shall be interpreted in accordance therewith.

(g)

If Grantee is a resident of Canada, Grantee further agrees and represents that any acquisitions of Common Stock hereunder are for his own account for investment, and without the present intention of distributing or selling such Common Stock or any of them. Further, the Company and its subsidiaries expressly reserve the right at any time to dismiss Grantee free from any liability, or any claim under this Award, except as provided herein or in any agreement entered into hereunder. Any obligation of the Company under this Award to make any payment at any future date or issue Common Stock merely constitutes the unfunded and unsecured promise of the Company to make such payment or issue such Common Stock; any payment shall be from the Company’s general assets in accordance with this Award and the issuance of any Common Stock shall be subject to the Company’s compliance with all applicable laws including securities law and the laws its jurisdiction of incorporation or continuance, as applicable, and no Grantee shall have any interest in, or lien or prior claim upon, any property of the Company or any subsidiary by reason of that obligation. If Grantee is a resident of Canada, Grantee hereby indemnifies the Company against and agrees to hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Common Stock by Grantee is contrary to the representations and agreements referred to above.

(h)

(i)

By signing this Award, Grantee acknowledges that if any amount paid or payable to Grantee becomes subject to Section 409A of the Code, Grantee is solely responsible for the payment of any taxes and interest due as a result. For purposes of Section 409A of the Code, each payment made under this Award will be treated as a separate payment. In no event may Grantee, directly or indirectly, designate the calendar year of payment.

(j)

IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.

Donnelley Financial Solutions, Inc.

By:

Name:

Title:

All of the terms of this Award are accepted as of this ___ day of ______, _____.

______________________________

Grantee:

EX-31.1 6 dfin-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

of the Securities Exchange Act of 1934

I, Daniel N. Leib, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Donnelley Financial Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 29, 2025

     /s/  DANIEL N. LEIB

    

     Daniel N. Leib

    

     President and Chief Executive Officer

    

EX-31.2 7 dfin-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

of the Securities Exchange Act of 1934

I, David A. Gardella, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Donnelley Financial Solutions, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 29, 2025

     /s/  DAVID A. GARDELLA

    

     David A. Gardella

    

     Executive Vice President and Chief Financial Officer

    

EX-32.1 8 dfin-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

AND SECTION 1350 OF CHAPTER 63 OF TITLE 18

OF THE UNITED STATES CODE (18 U.S.C. 1350),

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Donnelley Financial Solutions, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel N. Leib, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 29, 2025

     /s/  DANIEL N. LEIB

    

     Daniel N. Leib

    

     President and Chief Executive Officer

    

EX-32.2 9 dfin-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

AND SECTION 1350 OF CHAPTER 63 OF TITLE 18

OF THE UNITED STATES CODE (18 U.S.C. 1350),

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Donnelley Financial Solutions, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Gardella, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 29, 2025

     /s/  DAVID A. GARDELLA

    

     David A. Gardella

    

     Executive Vice President and Chief Financial Officer

    