DFIN

MKT CAP $1.3BP/E 36.4DIV YIELD —FCF YIELD 11.73%REV TTM $777.5M +3.0%NET INCOME $35.2M −57.1%NET DEBT $178.7M52W 36.74 – 55.22SEC XBRL · TTM TO Invalid Date

How DFIN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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In 2025, the Company conducted monthly simulations to train employees to detect and respond to various cyber attack vectors like phishing, vishing and smishing attempts and provides enhanced training to employees who fail a simulated cyber attack.
DFIN also conducted quarterly IT training on topics such as risk detection and reporting, data handling and provided targeted cybersecurity threat awareness and training to executives during 2025.
These incident response and training initiatives are regularly evaluated to adapt to evolving cyber threats and awareness, including those presented by AI.
Governance DFIN’s Board and senior management are engaged in managing and overseeing the Company’s cyber risks.
DFIN maintains an AI governance program that includes an AI Oversight Committee, AI acceptable use policy and integration of AI risk reviews into vendor and security architecture processes.
For solutions the Company procures, governance, risk, compliance and privacy professionals assess embedded AI capabilities through the Supply Chain Security program (i.e., Vendor Risk Management).
Where DFIN is developing AI capabilities into its services and products, the Company applies a measured, risk-based approach aligned with industry best practices to ensure security, compliance and responsible innovation.
Access to general purpose-AI tools is limited to approved secure applications, provisioned for roles with appropriate use cases and accompanied by training to promote productive use and mitigate risk.
The Company maintains processes and procedures so that material risks or events are escalated and addressed appropriately and a post-event review is conducted to enhance the Company’s on-going cybersecurity risk management.
As of December 31, 2025, the Company leased or owned 6 U.S. facilities encompassing approximately 0.3 million square feet.
The Company leased 6 international facilities encompassing less than 0.1 million square feet in Asia and Europe.
Of the Company’s worldwide facilities, approximately 0.2 million square feet of space was owned, while the remaining 0.1 million square feet of space was leased.
Stockholders As of February 12, 2026, there were 2,636 stockholders of record of the Company’s common stock.
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) October 1, 2025 - October 31, 2025 468,852 $ 51.42 468,852 $ 90,425,380 November 1, 2025 - November 30, 2025 537,306 46.32 537,306 65,539,714 December 1, 2025 - December 31, 2025 248,950 47.13 248,950 53,806,406 Total 1,255,108 $ 48.38 1,255,108 (a) As further described in Note 13, Capital Stock , to the audited Consolidated Financial Statements, 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 replaced the previous $ 150 million program.
PEER PERFORMANCE TABLE The following graph compares the cumulative total stockholder return on DFIN’s common stock from December 31, 2020 through December 31, 2025, with (i) the cumulative total return of the Russell 2000 Index, (ii) the cumulative return of the Standard & Poor’s (“S&P”) SmallCap 600 Index, and (iii) the cumulative return of the S&P Composite 1500 Financial Services Index (f/k/a S&P Composite 1500 Diversified Financials Index), a business industry index of which DFIN is a constituent.
The comparison assumes all dividends have been reinvested and an initial investment of $100 on December 31, 2020.
Performance Table Base Period December 31, December 31, December 31, December 31, December 31, Company Name/Index 12/31/2020 2021 2022 2023 2024 2025 Donnelley Financial Solutions 277.78 227.75 367.53 369.65 275.13 Russell 2000 Index 114.82 91.35 106.82 119.14 134.40 S&P SmallCap 600 Index 126.82 106.40 123.48 134.22 142.30 S&P Composite 1500 Financial Services Index 135.62 119.82 138.78 178.07 196.54 This performance graph and other information furnished under Part II, Item 5.
In addition, certain expenses and income of employee benefits plans, such as pension plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments.
The Company’s operating segments are components of the business for which discrete financial information is available and reviewed regularly by the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer.
Executive Overview Net sales for the year ended December 31, 2025 decreased by $14.9 million, or 1.9%, to $767.0 million from $781.9 million for the year ended December 31, 2024, including a $0.8 million, or 0.1%, increase due to changes in foreign currency exchange rates.
Net sales decreased primarily due to lower tech-enabled services net sales of $22.5 million, primarily driven by lower capital markets compliance volumes, and lower print and distribution net sales of $21.1 million, primarily driven by lower investment companies and capital markets compliance volumes, partially offset by higher software solutions net sales of $28.7 million, primarily due to higher ActiveDisclosure net sales of $12.7 million and higher Arc Suite net sales of $12.3 million.
Income from operations for the year ended December 31, 2025 increased by $4.5 million, or 3.3%, to $141.1 million from $136.6 million for the year ended December 31, 2024.
Income from operations increased primarily due to lower cost of sales of $17.5 million and lower SG&A expenses of $13.0 million, partially offset by lower net sales of $14.9 million, as described above, a net gain of $9.8 million on the sale of land during the year ended December 31, 2024 and higher restructuring, impairment and other charges, net of $3.8 million.
The lower cost of sales is largely driven by lower sales volumes, cost control initiatives and lower overhead costs, whereas the lower SG&A expenses are primarily driven by cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million.
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 year ended December 31, 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 an $11.3 million, net 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 year ended December 31, 2025, due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss on the audited Consolidated Balance Sheets.
The Plan Settlement was recorded within Corporate.
Financial Review In the financial review that follows, the Company discusses its 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.
A discussion of the Company’s financial condition, changes in financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, can be found in Part II.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of DFIN’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.
Results of Operations for the Year Ended December 31, 2025 as Compared to the Year Ended December 31, 2024 The following table shows the results of operations for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 $ Change % Change (in millions, except percentages) Net sales Software solutions $ 358.4 $ 329.7 $ 28.7 8.7 % Tech-enabled services 298.3 320.8 (22.5 ) (7.0 %) Print and distribution 110.3 131.4 (21.1 ) (16.1 %) Total net sales 767.0 781.9 (14.9 ) (1.9 %) Cost of sales (a) Software solutions 111.4 107.4 4.0 3.7 % Tech-enabled services 112.8 120.6 (7.8 ) (6.5 %) Print and distribution 56.2 69.9 (13.7 ) (19.6 %) Total cost of sales 280.4 297.9 (17.5 ) (5.9 %) Selling, general and administrative expenses (a) 277.9 290.9 (13.0 ) (4.5 %) Depreciation and amortization 59.3 60.2 (0.9 ) (1.5 %) Restructuring, impairment and other charges, net 10.4 6.6 3.8 57.6 % Other operating income, net (2.1 ) (10.3 ) 8.2 (79.6 %) Income from operations 141.1 136.6 4.5 3.3 % Interest expense, net 12.9 12.9 — — Pension plan settlement charge 82.8 — 82.8 nm Investment and other loss (income), net 2.3 (1.4 ) 3.7 nm Earnings before income taxes 43.1 125.1 (82.0 ) (65.5 %) Income tax expense 10.7 32.7 (22.0 ) (67.3 %) Net earnings $ 32.4 $ 92.4 $ (60.0 ) (64.9 %) nm – Not meaningful (a) Exclusive of depreciation and amortization Consolidated Net sales of software solutions of $358.4 million for the year ended December 31, 2025 increased $28.7 million, or 8.7%, as compared to the year ended December 31, 2024.
Net sales of software solutions increased due to $12.7 million of higher ActiveDisclosure net sales, $6.5 million of increases in non-TSR-related Arc Suite net sales, $5.8 million of higher net sales from the Company’s TSR offering and $3.7 million of higher Venue net sales.
Net sales of tech-enabled services of $298.3 million for the year ended December 31, 2025 decreased $22.5 million, or 7.0%, as compared to the year ended December 31, 2024.
Net sales of tech-enabled services decreased due to lower capital markets net sales of $18.4 million, driven by a decline in both compliance and transactional volumes, as well as lower investment companies net sales of $4.1 million, largely driven by a decline in compliance volumes.

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Gone since FY2024

In 2024, the Company conducted monthly simulations to train employees to detect and respond to various cyber attack vectors like phishing, vishing and smishing attempts and provides enhanced training to employees who fail a simulated cyber attack.
DFIN also conducted quarterly IT training on topics such as risk detection and reporting, data handling and provided targeted cybersecurity threat awareness and training to executives during 2024.
These incident response and training initiatives are regularly evaluated to adapt to evolving cyber threats and awareness.
DFIN’s Board and senior management are engaged in managing and overseeing the Company’s cyber risks.
The Board participates in tabletop exercises to better understand the Company’s incident response planning and the Company maintains processes and procedures so that material risks or events are escalated and addressed appropriately.
As of December 31, 2024, the Company leased or owned 7 U.S. facilities encompassing approximately 0.4 million square feet.
The Company leased 7 international facilities encompassing less than 0.1 million square feet in Asia, Canada and Europe.
Of the Company’s worldwide facilities, approximately 0.2 million square feet of space was owned, while the remaining 0.3 million square feet of space was leased.
Stockholders As of February 11, 2025, there were 2,896 stockholders of record of the Company’s common stock.
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) October 1, 2024 - October 31, 2024 69,633 $ 64.58 69,633 $ 104,175,063 November 1, 2024 - November 30, 2024 110,847 60.19 110,847 97,503,187 December 1, 2024 - December 31, 2024 (b) 101,273 61.29 101,273 91,296,178 Total 281,753 $ 61.67 281,753 (a) As further described in Note 13, Capital Stock , to the audited Consolidated Financial Statements, 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.
(b) Includes 4,000 shares, valued at $0.3 million, for which the Company placed orders prior to December 31, 2024 that were not settled until the first quarter of 2025.
PEER PERFORMANCE TABLE The following graph compares the cumulative total stockholder return on DFIN’s common stock from December 31, 2019 through December 31, 2024, with (i) the cumulative total return of the Russell 2000 Index, (ii) the cumulative return of the Standard & Poor’s (“S&P”) SmallCap 600 Index, and (iii) the cumulative return of the S&P Composite 1500 Financial Services Index (f/k/a S&P Composite 1500 Diversified Financials Index), a business industry index of which DFIN is a constituent.
The comparison assumes all dividends have been reinvested and an initial investment of $100 on December 31, 2019.
Performance Table Base Period December 31, December 31, December 31, December 31, December 31, Company Name/Index 12/31/2019 2020 2021 2022 2023 2024 Donnelley Financial Solutions 162.08 450.24 369.15 595.70 599.14 Russell 2000 Index 119.96 137.74 109.59 128.14 142.93 S&P SmallCap 600 Index 111.29 141.13 118.41 137.42 149.37 S&P Composite 1500 Financial Services Index 111.42 151.11 133.50 154.63 198.41 This performance graph and other information furnished under Part II, Item 5.
The Company’s operating segments are components of the business for which discrete financial information is available and reviewed regularly by the Company’s chief operating decision maker (“CODM”), the Company’s CEO, to assess segment performance and to make decisions regarding the allocation of resources.
In addition, certain costs 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.
During the three months ended December 31, 2024, the Company changed the measure used by the CODM to evaluate segment profitability from income (loss) from operations to Adjusted EBITDA (“Segment Adjusted EBITDA”) in order to be consistent with changes in reporting reviewed by the CODM to evaluate the results of operations, allocate resources and make strategic decisions about the business.
Presentation of segment profitability for the years ended December 31, 2023 and December 31, 2022 was revised to be comparable to the current period presentation.
Corporate is not an operating segment and consists primarily of unallocated SG&A expenses.
Executive Overview Net sales for the year ended December 31, 2024 decreased by $15.3 million, or 1.9%, to $781.9 million from $797.2 million for the year ended December 31, 2023, including a $0.2 million increase due to changes in foreign currency exchange rates.
Net sales decreased primarily due to lower capital markets and investment companies compliance and transactional volumes, partially offset by higher Venue volumes, software price increases and higher Arc Suite volumes as a result of the Company’s TSR offering.
Income from operations for the year ended December 31, 2024 increased by $26.6 million, or 24.2%, to $136.6 million from $110.0 million for the year ended December 31, 2023.
Income from operations increased primarily due to higher software solutions net sales, cost control initiatives, a net gain on the sale of land, lower consulting expense and a favorable sales mix, partially offset by lower compliance and transactional volumes, higher incentive compensation expense, higher selling expense as a result of the increase in software solutions net sales and higher bad debt expense.
Financial Review In the financial review that follows, the Company discusses its consolidated results of operations, financial condition, cash flows and certain other information.
Results of Operations for the Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023 and the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022 The following table shows the results of operations for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (in millions, except percentages) Net sales Software solutions $ 329.7 $ 292.7 $ 279.6 $ 37.0 12.6 % $ 13.1 4.7 % Tech-enabled services 320.8 336.9 380.9 (16.1 ) (4.8 %) (44.0 ) (11.6 %) Print and distribution 131.4 167.6 173.1 (36.2 ) (21.6 %) (5.5 ) (3.2 %) Total net sales 781.9 797.2 833.6 (15.3 ) (1.9 %) (36.4 ) (4.4 %) Cost of sales (a) Software solutions 107.4 108.7 113.4 (1.3 ) (1.2 %) (4.7 ) (4.1 %) Tech-enabled services 120.6 127.6 141.1 (7.0 ) (5.5 %) (13.5 ) (9.6 %) Print and distribution 69.9 97.0 115.7 (27.1 ) (27.9 %) (18.7 ) (16.2 %) Total cost of sales 297.9 333.3 370.2 (35.4 ) (10.6 %) (36.9 ) (10.0 %) Selling, general and administrative expenses (a) 290.9 282.1 264.0 8.8 3.1 % 18.1 6.9 % Depreciation and amortization 60.2 56.7 46.3 3.5 6.2 % 10.4 22.5 % Restructuring, impairment and other charges, net 6.6 9.8 7.7 (3.2 ) (32.7 %) 2.1 27.3 % Other operating (income) loss, net (10.3 ) 5.3 0.4 (15.6 ) nm 4.9 nm Income from operations 136.6 110.0 145.0 26.6 24.2 % (35.0 ) (24.1 %) Interest expense, net 12.9 15.8 9.2 (2.9 ) (18.4 %) 6.6 71.7 % Investment and other income, net (1.4 ) (7.8 ) (3.5 ) 6.4 (82.1 %) (4.3 ) nm Earnings before income taxes 125.1 102.0 139.3 23.1 22.6 % (37.3 ) (26.8 %) Income tax expense 32.7 19.8 36.8 12.9 65.2 % (17.0 ) (46.2 %) Net earnings $ 92.4 $ 82.2 $ 102.5 $ 10.2 12.4 % $ (20.3 ) (19.8 %) nm – Not meaningful (a) Exclusive of depreciation and amortization Consolidated Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net sales of software solutions of $329.7 million for the year ended December 31, 2024 increased $37.0 million, or 12.6%, as compared to the year ended December 31, 2023.
Net sales of software solutions increased primarily due to higher Venue volumes, price increases and the Company’s TSR offering, partially offset by the disposition of the eBrevia business in the fourth quarter of 2023.
Net sales of tech-enabled services of $320.8 million for the year ended December 31, 2024 decreased $16.1 million, or 4.8%, as compared to the year ended December 31, 2023.
Net sales of tech-enabled services decreased primarily due to lower capital markets compliance and transactional volumes.
Net sales of print and distribution of $131.4 million for the year ended December 31, 2024 decreased $36.2 million, or 21.6%, as compared to the year ended December 31, 2023.
Net sales of print and distribution decreased primarily due to lower capital markets compliance volumes and investment companies compliance and transactional volumes.
Software solutions cost of sales of $107.4 million for the year ended December 31, 2024 decreased $1.3 million, or 1.2%, as compared the year ended December 31, 2023.
Software solutions cost of sales decreased primarily due to a favorable sales mix and cost control initiatives, partially offset by higher sales volumes.
As a percentage of software solutions net sales, software solutions costs of sales decreased 4.5%, primarily driven by a favorable sales mix, price increases and cost control initiatives.
Tech-enabled services cost of sales of $120.6 million for the year ended December 31, 2024 decreased $7.0 million, or 5.5%, as compared to the year ended December 31, 2023.
Tech-enabled services cost of sales decreased primarily due to lower sales volumes and cost control initiatives.
As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased 0.3%, primarily driven by cost control initiatives.
Print and distribution cost of sales of $69.9 million for the year ended December 31, 2024 decreased $27.1 million, or 27.9%, as compared to the year ended December 31, 2023.
Print and distribution cost of sales decreased primarily due to lower sales volumes and cost control initiatives.
As a percentage of print and distribution net sales, print and distribution cost of sales decreased 4.7%, primarily driven by cost control initiatives.
SG&A expenses of $290.9 million for the year ended December 31, 2024 increased $8.8 million, or 3.1%, as compared to the year ended December 31, 2023.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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