Financial Performance - Total net sales for Q3 2025 were $175.3 million, a decrease of 2.3% compared to $179.5 million in Q3 2024[20] - Software solutions revenue increased to $90.7 million in Q3 2025, up 10.3% from $82.2 million in Q3 2024[20] - Tech-enabled services revenue decreased to $68.6 million in Q3 2025, down 8.8% from $75.2 million in Q3 2024[20] - Net loss for Q3 2025 was $40.9 million, compared to net earnings of $8.7 million in Q3 2024[20] - Comprehensive income for the nine months ended September 30, 2025, was $89.2 million, compared to $87.1 million for the same period in 2024[23] - For the nine months ended September 30, 2025, total net sales were $594.5 million, a decrease from $625.6 million in the same period of 2024, representing a decline of about 5.0%[50] - Net earnings for the nine months ended September 30, 2025, were $26.2 million, a decrease from $86.1 million in 2024, representing a decline of 69.6%[27] - The company reported a loss before income taxes of $57.9 million for the three months ended September 30, 2025, compared to earnings before income taxes of $15.4 million in the same period of 2024[90] Assets and Liabilities - Total assets decreased to $816.3 million as of September 30, 2025, from $841.6 million as of December 31, 2024[25] - Cash and cash equivalents decreased to $22.7 million as of September 30, 2025, down from $57.3 million at the end of 2024[25] - Total liabilities decreased to $393.2 million as of September 30, 2025, from $405.5 million at the end of 2024[25] - Total debt as of September 30, 2025, was $154.7 million, an increase from $124.7 million as of December 31, 2024[68] Cash Flow and Expenditures - Net cash provided by operating activities for the nine months ended September 30, 2025, was $105.1 million, down from $114.7 million in 2024, a decrease of 8.5%[27] - Capital expenditures for the nine months ended September 30, 2025, were $45.2 million, compared to $50.8 million in 2024, reflecting a reduction of 10.9%[27] - Capital expenditures for the three months ended September 30, 2025, were $15.2 million, compared to $19.1 million in the same period of 2024, indicating a decrease of approximately 20.4%[94] Pension and Settlement Charges - The company incurred a pension plan settlement charge of $82.8 million in Q3 2025[20] - The company recognized a non-cash settlement charge of $82.8 million during the three and nine months ended September 30, 2025, due to the Plan Settlement[66] - The net pension plan expense for the three months ended September 30, 2025, was $0.4 million, compared to a net income of $0.2 million for the same period in 2024[64] - The company made a $12.5 million cash contribution to fully fund the pension plan obligations during the three months ended September 30, 2025[65] Shareholder Activities - The weighted average number of diluted shares outstanding decreased to 28.5 million in the nine months ended September 30, 2025, from 30.1 million in the same period in 2024[20] - Common stock repurchases for the three months ended September 30, 2025, amounted to $35.5 million, with 659,367 shares repurchased at an average price of $53.79 per share[78] - The company’s treasury share repurchases amounted to $123.1 million for the nine months ended September 30, 2025, compared to $64.4 million in 2024, an increase of 91.5%[27] - As of September 30, 2025, the remaining authorized amount for stock repurchases was $114.5 million[76] Segment Performance - The company operates through four reportable segments, focusing on software solutions and compliance management for capital markets and investment companies[84] - The Capital Markets segment provides software solutions and tech-enabled services to assist clients with SEC compliance, including initial public offerings and mergers[85] - The Investment Companies segment offers a comprehensive suite of cloud-based solutions for mutual fund companies and other investment entities to comply with SEC regulations[87] - Segment Adjusted EBITDA for the three months ended September 30, 2025, was $61.3 million, compared to $52.4 million for the same period in 2024, representing a year-over-year increase of 16.9%[90] - Total Segment Adjusted EBITDA for the nine months ended September 30, 2025, was $222.9 million, compared to $212.2 million for the same period in 2024, showing an increase of 5.5%[92] Revenue Recognition and Estimates - Revenue recognition is based on the transfer of control of promised services or products, with significant judgment required for arrangements with multiple performance obligations[48] - Contract assets increased to $18.8 million as of September 30, 2025, from $13.8 million at December 31, 2024, with revenue recognized exceeding prior estimates by approximately $8.6 million for Q3 2025[52] - Unbilled receivables rose to $26.8 million at September 30, 2025, compared to $24.1 million at December 31, 2024, reflecting the company's assessment of realizable selling price[53] - Contract liabilities increased to $63.8 million as of September 30, 2025, from $52.9 million at December 31, 2024, with $46.1 million of revenue recognized during the nine months ended September 30, 2025, that was included in deferred revenue[54] - Future estimated revenue related to unsatisfied performance obligations is approximately $175 million, with about 50% expected to be recognized over the next twelve months[55]

Financial Data and Key Metrics Changes - The company reported total net sales of $175.3 million for Q3 2025, a decrease of $4.2 million or 2.3% from Q3 2024 [17] - Adjusted EBITDA was $49.5 million, an increase of $6.3 million or 14.6% from the previous year, with an adjusted EBITDA margin of 28.2%, up approximately 410 basis points [21] - Free cash flow for the quarter was $59.2 million, $8.1 million lower than Q3 2024, primarily due to unfavorable working capital and a one-time cash contribution related to the pension plan settlement [31] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 10.3% year-over-year, accounting for approximately 52% of total sales in the quarter [5][17] - ActiveDisclosure, a recurring compliance software product, saw sales growth of approximately 26%, marking the third consecutive quarter of double-digit growth [7][22] - Venue's sales increased by approximately 3% year-over-year, benefiting from stable demand across public and private companies [9][23] Market Data and Key Metrics Changes - Capital markets transactional revenue was recorded at $41.8 million, down $3.5 million from last year's Q3, despite a 25% year-over-year increase in U.S. IPO activity [25][26] - Compliance revenue decreased by $2.8 million or 15.4% compared to Q3 2024, driven by lower volume of compliance work [26] Company Strategy and Development Direction - The company is focused on transforming into a software-centric business, aiming to derive approximately 60% of total sales from software solutions by 2028 [6] - Continued investments in modernization and innovation of software products are expected to drive future growth [11] - The company is preparing its 2026 operating plan and extending its long-range plan through 2030, with an emphasis on growing the software solutions portfolio [37] Management's Comments on Operating Environment and Future Outlook - The ongoing U.S. government shutdown has impacted capital markets deal activity, delaying many transactions [12][13] - Despite the shutdown, the company remains well-positioned to capture latent demand when market activity normalizes [14][37] - The company expects Q4 2025 consolidated net sales in the range of $150 million to $160 million, reflecting a slight reduction compared to the previous year [33] Other Important Information - The company completed the termination of its primary defined benefit pension plan, resulting in a non-cash pre-tax settlement charge of $82.8 million [15][16] - The company repurchased approximately 659,000 shares of common stock during Q3 for $35.5 million [32] Q&A Session Summary Question: Impact of government shutdown on Q4 margins - Management indicated that the lower transactional revenue would negatively impact margins, but a recovery from healthcare expenses would help offset this [42][43] Question: SEC reporting frequency changes - Management is monitoring developments regarding the proposal to reduce reporting frequency and believes their subscription model provides insulation from potential impacts [50][52] Question: Resurgence of SPAC IPOs and DFIN's participation - Management noted a decline in market share due to the nature of recent SPAC deals but emphasized participation in quality deals [55][56] Question: Venue performance and timing of M&A deals - Management expressed optimism about Venue's performance and indicated that while the government shutdown has delayed some M&A deals, underlying activity remains strong [62][64] Question: Capital allocation strategy - Management reiterated that maintaining financial flexibility and being opportunistic with share repurchases are top priorities [76]

Financial Data and Key Metrics Changes - The company reported total net sales of $175.3 million for Q3 2025, a decrease of $4.2 million or 2.3% from Q3 2024 [17] - Adjusted EBITDA was $49.5 million, an increase of $6.3 million or 14.6% from the previous year, with an adjusted EBITDA margin of 28.2%, up approximately 410 basis points from Q3 2024 [21] - Free cash flow for the quarter was $59.2 million, $8.1 million lower than Q3 2024, primarily due to unfavorable working capital and a one-time cash contribution related to the pension plan settlement [31] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 10.3% year-over-year, accounting for approximately 52% of total sales in the quarter [5][17] - ActiveDisclosure saw a significant sales growth of approximately 26%, while ArcSuite's growth was more modest at around 10% due to overlapping benefits from previous regulatory changes [7][9] - Venue's sales increased by approximately 3% compared to the same quarter last year, benefiting from stable demand across public and private companies [9][10] Market Data and Key Metrics Changes - The capital markets transactional revenue was reported at $41.8 million, down $3.5 million from Q3 2024, primarily due to lower foreign issuer transaction volumes [25][26] - The company experienced a 25% year-over-year increase in U.S. IPO activity, although this was offset by a soft market for foreign issuance transactions [25][26] - The ongoing government shutdown has impacted capital markets deal activity, delaying many planned transactions [12][13] Company Strategy and Development Direction - The company is focused on transforming into a software-centric business, aiming to derive approximately 60% of total sales from software solutions by 2028 [6] - Continued investments in modernization and innovation of software products are expected to drive future growth [11] - The company is preparing its 2026 operating plan and extending its long-range plan through 2030, with an emphasis on growing software solutions and operational transformation [37] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to perform well despite the uncertainty caused by the government shutdown, highlighting strong client relationships and market leadership [14][37] - The outlook for Q4 2025 includes expected consolidated net sales in the range of $150 million to $160 million, reflecting a slight reduction compared to the previous year [33] - Management anticipates that the government shutdown will lead to a temporary softening in capital markets transactional revenue, with expectations for recovery once operations resume [34][36] Other Important Information - The company completed the termination of its primary defined benefit pension plan, resulting in a non-cash pre-tax settlement charge of $82.8 million [15][16] - The company repurchased approximately 659,000 shares of common stock during Q3 for $35.5 million, with $114.5 million remaining on its current stock repurchase authorization [32] Q&A Session Summary Question: Impact of government shutdown on Q4 margins - Management indicated that the lower transactional revenue would negatively impact margins, but a healthcare recovery would help offset this [42][43] Question: SEC reporting frequency changes - Management is monitoring developments regarding potential changes to SEC reporting frequency and believes their subscription model provides insulation from most impacts [50][52] Question: Resurgence of SPAC IPOs - Management noted a decline in share of SPAC deals due to increased competition and a focus on quality deals [55][56] Question: Venue performance and timing of M&A deals - Management expressed optimism about Venue's performance and indicated that while the government shutdown has delayed some M&A deals, underlying activity remains strong [62][64] Question: Capital allocation priorities - Management reiterated that maintaining financial flexibility and being opportunistic with share repurchases are top priorities [76]

Financial Data and Key Metrics Changes - Total net sales for Q3 2025 were $175.3 million, a decrease of $4.2 million or 2.3% from Q3 2024 [16] - Adjusted EBITDA was $49.5 million, an increase of $6.3 million or 14.6% from Q3 2024, with an adjusted EBITDA margin of 28.2%, up approximately 410 basis points from the previous year [19] - Free cash flow in the quarter was $59.2 million, $8.1 million lower than Q3 2024, primarily due to unfavorable working capital and a one-time cash contribution related to the pension plan settlement [29] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 10.3% year-over-year, accounting for approximately 52% of total sales in the quarter [5][16] - Capital markets software solution segment net sales were $59 million, an increase of $5.7 million or 10.7% from the previous year, driven by ActiveDisclosure, which saw a 26% sales growth [20][21] - Net sales in the capital markets compliance and communications management segment decreased by $6.3 million or 9.9% from Q3 2024, primarily due to lower transactional revenue [22] Market Data and Key Metrics Changes - Event-driven transactional revenue declined by $4.4 million year-over-year, primarily due to lower volume for foreign issuer transactions on U.S. exchanges, partially offset by stronger U.S. IPO volume [17][23] - The government shutdown has impacted capital markets deal activity, delaying many planned transactions [12][13] Company Strategy and Development Direction - The company continues to focus on transforming into a software-centric business, aiming to derive approximately 60% of total sales from software solutions by 2028 [5] - The launch of new products like Venue and ArcFlex is part of the strategy to modernize and expand offerings in the marketplace [10][11] - The company is preparing its 2026 operating plan and extending its long-range plan through 2030, focusing on growing its software solutions portfolio and operational transformation [35] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to capture latent demand once market activity normalizes post-government shutdown [13][35] - The outlook for Q4 2025 anticipates consolidated net sales in the range of $150 million to $160 million, reflecting a reduction compared to the previous year due to lower print and distribution sales [31] - The company expects capital markets transactional revenue to be temporarily soft due to the government shutdown, estimating net sales in this segment to be between $30 million to $40 million [32] Other Important Information - The company completed the termination of its primary defined benefit pension plan, resulting in a non-cash pre-tax settlement charge of $82.8 million [14][15] - The company repurchased approximately 659,000 shares of common stock during Q3 for $35.5 million, with $114.5 million remaining on its current stock repurchase authorization [30] Q&A Session Summary Question: Impact of government shutdown on Q4 margins - Management indicated that the margin impact of lower transactional revenue has been contemplated in their guidance, expecting a 300 basis point increase in margins compared to last year [38][39] Question: SEC reporting frequency changes - The company is monitoring developments related to the proposal to reduce corporate reporting frequency, noting that most of its 10-Qs are on ActiveDisclosure, which operates as a subscription business [46][47] Question: Resurgence of SPAC IPOs and DFIN's participation - Management acknowledged a decline in market share in SPAC deals due to increased competition and the nature of the deals, but emphasized participation in quality SPAC and D-SPAC deals [49][50] Question: Venue performance and product impact - Management noted that the growth in Venue is primarily driven by sales execution, with expectations for more significant impacts from the new product in future quarters [60][62] Question: Capital allocation strategy - The company maintains a focus on financial flexibility, prioritizing strategic transformation and being opportunistic with share repurchases while considering organic and inorganic investments [64]

October 2025 DFINsolutions.com © 2025 DFIN. All rights reserved Investor Presentation This presentation is the intellectual property of DFIN. The ideas expressed in it may not be adopted or reproduced without prior permission from and compensation to DFIN. Forward Looking Statements and Use of Non-GAAP Financial Measures USE OF FORWARD-LOOKING STATEMENTS This presentation includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securi ...

Financial Results - Donnelley Financial Solutions, Inc. reported financial results for Q3 2025, focusing on the completion of the pension plan termination[5]. - The report was issued on October 23, 2025, detailing the company's operational and financial condition[5]. Company Information - The company is listed on the NYSE under the symbol DFIN[4].

Core Insights - Donnelley Financial Solutions, Inc. has successfully completed the termination of its primary defined benefit pension plan, which had been frozen since 2011, finalizing the process in the third quarter of 2025 [1][2]. Financial Impact - The company made a cash contribution of $12.5 million to fully fund the pension plan during the third quarter of 2025 [2]. - Following the plan settlement, the company will recognize a pre-tax non-cash settlement charge of approximately $83 million in its third quarter 2025 results, due to the recognition of unrealized accumulated plan losses [2]. - The settlement resulted in the removal of a net liability of approximately $10 million from the company's balance sheet, with around $200 million of plan obligations and approximately $190 million of plan assets [2]. Management Commentary - The Chief Financial Officer emphasized the company's commitment to prudent financial management and long-term value delivery to shareholders, highlighting the securing of future benefits for plan participants while reducing risk and enhancing financial flexibility [3].

Core Insights - Donnelley Financial Solutions (DFIN) will hold a conference call on October 29, 2025, at 9:00 a.m. Eastern time to discuss its third-quarter fiscal year 2025 financial results and provide a business update [1][2]. Financial Reporting - DFIN's third-quarter financial report will be released before the market opens on October 29, 2025, via a filing with the SEC on Form 8-K and will also be available on the company's investor relations website [3]. Company Overview - DFIN is a leading global provider of compliance and regulatory software and services, focusing on investment company regulatory compliance, capital markets transactions, and financial reporting throughout the corporate lifecycle [4].

Core Insights - OMS Energy Technologies Inc. recently participated in a panel at a DFIN event focused on U.S. IPOs for Southeast Asian companies, highlighting its successful Nasdaq listing earlier this year [1][2][3] Company Overview - OMS Energy Technologies Inc. is a growth-oriented manufacturer specializing in surface wellhead systems (SWS) and oil country tubular goods (OCTG) for the oil and gas industry, serving both onshore and offshore operators [4] - The company operates 11 strategically located manufacturing facilities across six key jurisdictions in the Asia Pacific, Middle Eastern, and North African (MENA) regions, ensuring rapid response and customized solutions [4] Event Participation - The DFIN event gathered corporate leaders and capital markets experts to discuss IPO strategies and challenges, where OMS's CEO shared insights on public listing preparation and post-IPO growth strategies [2][3] - Mr. How Meng Hock emphasized the learning journey of going public and the opportunities it presents for long-term shareholder value creation through innovation and execution excellence [3]

Core Insights - Donnelley Financial Solutions has launched DFIN Venue, a newly rebuilt virtual data room (VDR) [1] Company Overview - The introduction of DFIN Venue marks a significant enhancement in the company's offerings, indicating a focus on improving digital solutions for clients [1] Industry Context - The launch of advanced VDR solutions reflects the growing demand for secure and efficient data management tools in the financial services industry [1]