```markdown Part I: Financial Information [Item 1: Condensed Consolidated Financial Statements (unaudited)](index=4&type=section&id=Item%201%3A%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) The unaudited condensed consolidated financial statements for the three months ended March 31, 2025, show a slight decrease in total net sales to $201.1 million compared to $203.4 million in the prior year period. Net earnings decreased to $31.0 million from $33.3 million. The balance sheet indicates total assets of $852.8 million and total equity of $419.9 million as of March 31, 2025. Cash flows from operations were negative, at -$37.7 million, a larger outflow than the -$27.9 million in the same period of 2024 Condensed Consolidated Statements of Operations (Three Months Ended March 31) | | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | **Total net sales** | $201.1 | $203.4 | | Income from operations | $45.8 | $44.6 | | **Net earnings** | $31.0 | $33.3 | | Diluted EPS | $1.05 | $1.09 | Condensed Consolidated Balance Sheets Highlights | | March 31, 2025 (in millions) | December 31, 2024 (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $16.2 | $57.3 | | Total assets | $852.8 | $841.6 | | Long-term debt | $183.7 | $124.7 | | Total equity | $419.9 | $436.1 | Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31) | | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | Net cash used in operating activities | $(37.7) | $(27.9) | | Net cash (used in) provided by investing activities | $(13.3) | $0.2 | | Net cash provided by financing activities | $9.5 | $48.6 | | Net (decrease) increase in cash | $(41.1) | $20.6 | [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In Q1 2025, DFIN experienced a 1.1% decrease in net sales to $201.1 million, primarily due to lower capital markets compliance volumes affecting tech-enabled services, which was partly offset by growth in software solutions, especially the new TSR offering. Despite the sales dip, income from operations grew 2.7% to $45.8 million, thanks to reduced cost of sales and lower SG&A expenses. The company's liquidity remains solid, supported by a newly amended and restated credit agreement providing a $115.0 million term loan and a $300.0 million revolving facility. The company continues its strategic shift towards software solutions to mitigate market volatility [Executive Overview](index=30&type=section&id=Executive%20Overview) For the first quarter of 2025, net sales decreased by 1.1% to $201.1 million year-over-year, driven by a $6.4 million decline in tech-enabled services, partially offset by a $4.3 million increase in software solutions, notably from the Tailored Shareholder Reporting (TSR) offering. Income from operations increased by 2.7% to $45.8 million, benefiting from lower cost of sales ($7.1 million) and SG&A expenses ($7.0 million), which compensated for the absence of a $9.8 million gain on an asset sale that occurred in Q1 2024 - Q1 2025 net sales decreased by **$2.3 million (1.1%)** YoY to **$201.1 million**[109](index=109&type=chunk) - The sales decrease was driven by a **$6.4 million** drop in tech-enabled services from lower capital markets compliance volumes, partly offset by a **$4.3 million** rise in software solutions, including a **$3.0 million** increase from the TSR offering[109](index=109&type=chunk) - Income from operations increased by **$1.2 million (2.7%)** to **$45.8 million**, due to lower costs, which offset the impact of a **$9.8 million** gain on a land sale in the prior-year quarter[110](index=110&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) In Q1 2025, total net sales fell 1.1% to $201.1 million. Software solutions sales grew 5.4% to $84.6 million, driven by the TSR offering and Arc Suite, while tech-enabled services sales dropped 7.7% to $76.5 million due to lower compliance volumes. Total cost of sales decreased by 8.9%, and SG&A expenses fell by 9.6%, leading to a 2.7% increase in income from operations. However, net earnings declined by 6.9% to $31.0 million, affected by a higher effective tax rate and the absence of a significant one-time gain from an asset sale recorded in Q1 2024 Consolidated Results of Operations (Q1 2025 vs Q1 2024) | | 2025 (in millions) | 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | **Total net sales** | $201.1 | $203.4 | (1.1%) | | Software solutions | $84.6 | $80.3 | 5.4% | | Tech-enabled services | $76.5 | $82.9 | (7.7%) | | **Income from operations** | $45.8 | $44.6 | 2.7% | | **Net earnings** | $31.0 | $33.3 | (6.9%) | - SG&A expenses decreased by **$7.0 million (9.6%)** primarily due to **$2.7 million** lower bad debt expense and **$2.0 million** lower selling and marketing expenses[121](index=121&type=chunk) - Other operating income was significantly lower, as the prior year period included a **$9.8 million** net gain on the sale of land[124](index=124&type=chunk) - The effective income tax rate rose to **26.5%** in Q1 2025 from **19.6%** in Q1 2024, driven by a decrease in the net favorable impact of discrete adjustments[127](index=127&type=chunk) [Information by Segment](index=33&type=section&id=Information%20by%20Segment) In Q1 2025, segment performance varied. Capital Markets-Software Solutions saw a 2.1% sales decline and a 12.0% drop in Adjusted EBITDA. In contrast, Capital Markets-Compliance and Communications Management sales fell 7.9%, but its Adjusted EBITDA surged 16.9% due to significant cost reductions. Investment Companies-Software Solutions was a strong performer, with sales up 19.8% and Adjusted EBITDA jumping 60.0%, driven by the TSR offering. Investment Companies-Compliance and Communications Management also showed strength, with a 1.9% sales increase and a 48.8% rise in Adjusted EBITDA from higher-margin sales Capital Markets – Software Solutions (Q1 2025 vs Q1 2024) | | 2025 (in millions) | 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Net sales | $51.9 | $53.0 | (2.1%) | | Segment Adjusted EBITDA | $13.9 | $15.8 | (12.0%) | Capital Markets – Compliance and Communications Management (Q1 2025 vs Q1 2024) | | 2025 (in millions) | 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Net sales | $83.9 | $91.1 | (7.9%) | | Segment Adjusted EBITDA | $36.7 | $31.4 | 16.9% | Investment Companies – Software Solutions (Q1 2025 vs Q1 2024) | | 2025 (in millions) | 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Net sales | $32.7 | $27.3 | 19.8% | | Segment Adjusted EBITDA | $12.8 | $8.0 | 60.0% | Investment Companies – Compliance and Communications Management (Q1 2025 vs Q1 2024) | | 2025 (in millions) | 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Net sales | $32.6 | $32.0 | 1.9% | | Segment Adjusted EBITDA | $12.2 | $8.2 | 48.8% | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity through cash, operating cash flows, and its revolving facility. As of March 31, 2025, cash and cash equivalents were $16.2 million. Net cash used in operating activities increased to $37.7 million from $27.9 million in the prior year, mainly due to timing of payments and collections. In March 2025, the company amended its credit agreement, securing a new $115.0 million Term Loan A Facility and a $300.0 million Revolving Facility, both maturing in 2030. This refinancing retired the previous term loan. As of quarter-end, $75.0 million was drawn on the revolver, leaving $224.0 million available and total net available liquidity of $240.2 million - On March 13, 2025, the company amended and restated its credit agreement, establishing a new **$115.0 million** Term Loan A Facility and a **$300.0 million** Revolving Facility, both maturing in March 2030[159](index=159&type=chunk) - Proceeds from the new facilities were used to retire the full **$125.0 million** of the then-outstanding Delayed Draw Term Loan A Facility[160](index=160&type=chunk) Net Available Liquidity as of March 31, 2025 | Item | Amount (in millions) | | :--- | :--- | | Revolving Facility Capacity | $300.0 | | Less: Borrowings | $(75.0) | | Less: Letters of Credit Impact | $(1.0) | | **Current Availability** | **$224.0** | | Plus: Cash and cash equivalents | $16.2 | | **Net Available Liquidity** | **$240.2** | - The company was in compliance with all debt covenants as of March 31, 2025[163](index=163&type=chunk) [Item 3: Quantitative and Qualitative Disclosure About Market Risk](index=34&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company reports that there have been no significant changes to its market risk profile as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no significant changes to the Company's market risk from what was disclosed in the Annual Report[168](index=168&type=chunk) [Item 4: Controls and Procedures](index=34&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2025. The company is currently implementing a new quote-to-cash (QTC) process for some of its software services, which represents a significant change to its internal control over financial reporting - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025[169](index=169&type=chunk) - The Company is implementing a new quote-to-cash (QTC) process, including new systems, for certain software services. This project is considered a significant component and change to the Company's internal control over financial reporting[170](index=170&type=chunk) Part II: Other Information [Item 1: Legal Proceedings](index=34&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is party to certain litigation and other dispute resolution proceedings arising in the ordinary course of business. Management does not believe the final resolution of these matters will have a material effect on the company's financial results, position, or cash flows - The Company is involved in ordinary course litigation but does not expect the outcomes to have a material effect on its financial condition[62](index=62&type=chunk)[171](index=171&type=chunk) [Item 1A: Risk Factors](index=34&type=section&id=Item%201A%3A%20Risk%20Factors) There were no material changes to the risk factors identified in the company's Annual Report on Form 10-K for the year ended December 31, 2024, during the first quarter of 2025 - No material changes to the risk factors disclosed in the Annual Report occurred during the three months ended March 31, 2025[172](index=172&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the first quarter of 2025, the company repurchased a total of 1,119,578 shares at an average price of $48.30 per share. Of these, 861,301 shares were purchased under its publicly announced repurchase program. As of March 31, 2025, $49.5 million remained available for future repurchases under the current authorization, which expires on December 31, 2025 Issuer Purchases of Equity Securities (Q1 2025) | Period | Total Shares Purchased | Average Price Paid | Shares Purchased Under Program | | :--- | :--- | :--- | :--- | | Jan 2025 | 84,984 | $61.50 | 84,984 | | Feb 2025 | 209,882 | $51.79 | 209,882 | | Mar 2025 | 824,712 | $46.05 | 566,435 | | **Total** | **1,119,578** | **$48.30** | **861,301** | - As of March 31, 2025, **$49.5 million** remained authorized for repurchase under the program expiring December 31, 2025[82](index=82&type=chunk)[173](index=173&type=chunk) [Item 5: Other Information](index=35&type=section&id=Item%205%3A%20Other%20Information) On March 19, 2025, Daniel N. Leib, the company's President and CEO, adopted a Rule 10b5-1 trading plan. The plan pertains to the potential exercise of 47,400 vested stock options and the sale of up to 10,000 shares of common stock, contingent on specific market price conditions during a trading window from August 14, 2025, to September 30, 2025 - On March 19, 2025, President and CEO Daniel N. Leib adopted a Rule 10b5-1 trading plan for exercising stock options and selling common stock[177](index=177&type=chunk) [Item 6: Exhibits](index=36&type=section&id=Item%206%3A%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Amended and Restated Credit Agreement, CEO and CFO certifications required under the Sarbanes-Oxley Act, and Inline XBRL data files - Key exhibits filed include the Amended and Restated Credit Agreement (Exhibit 10.1), CEO/CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2), and XBRL data files[179](index=179&type=chunk) ```

Donnelley Financial Solutions (DFIN) Q1 2025 Earnings Call April 30, 2025 09:00 AM ET Company Participants Mike Zhao - Head, IRDaniel Leib - President and CEODavid Gardella - CFOCharlie Strauzer - Senior Managing DirectorCraig Clay - President of Global Capital MarketsEric Johnson - President of Global Investment Companies Conference Call Participants Pete Heckmann - MD & Senior Research AnalystKyle Peterson - Senior Analyst Operator Thank you for standing by. My name is Eric, and I will be your conference ...

Donnelley Financial Solutions (DFIN) Q1 2025 Earnings Call April 30, 2025 09:00 AM ET Speaker0 Thank you for standing by. My name is Eric, and I will be your conference operator today. At this time, I would like to welcome everyone to the Donnelly Financial Solutions First Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session. I would now like to turn the call over to Mike Zhao, Head of I ...

Investor Presentation April 2025 DFINsolutions.com © 2025 DFIN. All rights reserved 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 Securiti ...

Exhibit 99.1 DFIN Reports First-Quarter 2025 Results CHICAGO – April 30, 2025 – Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the "Company" or "DFIN") today reported financial results for the first quarter of 2025. Highlights for the first quarter of 2025: (a) Adjusted EBITDA, Adjusted EBITDA margin, organic net sales, gross leverage and net leverage are non-GAAP financial measures that exclude the impact of certain items noted in the reconciliation tables below. The tables below provide reconciliations ...

Core Insights - Donnelley Financial Solutions, Inc. (DFIN) reported strong financial performance in Q1 2025, with Adjusted EBITDA of $68.2 million, a 23.6% increase year-over-year, and an Adjusted EBITDA margin of 33.9%, up approximately 680 basis points from the previous year [2][6][7]. Financial Performance - Net sales for Q1 2025 were $201.1 million, a decrease of $2.3 million, or 1.1%, from Q1 2024, primarily due to lower capital markets compliance volumes and Venue sales [4][6]. - Net earnings for Q1 2025 were $31.0 million, or $1.05 per diluted share, compared to $33.3 million, or $1.09 per diluted share, in Q1 2024 [5][6]. - The company achieved record software solutions net sales of $84.6 million, a 5.4% increase from Q1 2024, accounting for 42.1% of total net sales, up from 39.5% [6][8]. Strategic Focus - DFIN is focused on expanding the adoption of its software solutions, with a 5.8% organic increase in total software solutions net sales compared to Q1 2024 [3][6]. - The company aims to increase its recurring sales mix, manage costs aggressively, and allocate capital in a disciplined manner to enhance shareholder value [3][6]. Debt and Share Repurchase - DFIN amended its credit agreement to establish a $300 million revolving facility and a $115 million term loan A facility, using proceeds to retire existing debt [6][7]. - The company repurchased 861,301 shares for approximately $41.8 million at an average price of $48.57 per share, with a remaining share repurchase authorization of $49.5 million as of March 31, 2025 [6][7].

Company Overview - Donnelley Financial Solutions (DFIN) is a leading global provider of innovative software and technology-enabled financial regulatory and compliance solutions [4] - The company offers domain expertise, enterprise software, and data analytics for every stage of clients' business and investment lifecycles [4] Upcoming Financial Results - DFIN will hold a conference call and webcast on April 30, 2025, at 9:00 a.m. Eastern time to discuss its first-quarter fiscal year 2025 financial results [1] - The financial report for the first quarter will be released before the market opens on the same day via a filing with the SEC on Form 8-K [3] Investor Engagement - A live webcast of the call will be available on the company's investor relations website, and a replay will be accessible after the conference call [2] - Investors are encouraged to register and install necessary audio software at least fifteen minutes prior to the event [2]

Core Insights - DFIN has appointed Ayman Sayed, President and CEO of BMC Software Inc., to its board of directors, with his election set for the 2025 annual meeting [1][2] - Sayed brings extensive experience in software development and executive management, having achieved over 18 consecutive quarters of annual growth at BMC Software [2] - The board will maintain eight directors, with seven being independent, following the retirement of Charles D. Drucker [4] Group 1 - Ayman Sayed's appointment is expected to enhance DFIN's strategic execution and shareholder value through his insights on product innovation and growth strategies [2] - Sayed has a strong background in leading high-growth enterprise software companies and has previously held significant roles at CA Technologies and Cisco Systems [2][3] - The company is recognized for its innovative software and technology-enabled solutions in financial regulatory and compliance [4]

Core Insights - DFIN has launched the EDGAR Next Enrollment Portal to facilitate the transition to the SEC's new EDGAR Next filing framework, aimed at reducing administrative burdens for clients [1][3] - The SEC's final EDGAR Next rule, announced in September 2024, focuses on enhancing security, transparency, and accountability in EDGAR filings through new requirements [2] Company Developments - The EDGAR Next Enrollment Portal will go live on March 24, 2025, coinciding with the SEC enrollment window opening [1] - DFIN has been actively involved in the SEC's rulemaking process, providing recommendations to ensure a smooth transition for filers [3] Benefits of the New Portal - The portal offers step-by-step guidance to simplify the enrollment process and post-enrollment tasks [6] - It ensures a smooth transition to the new SEC rules without disrupting compliance [6] - Clients can continue to file through DFIN without changes to existing workflows, confirming early client feedback that the portal streamlines the transition [6]

Financial Data and Key Metrics Changes - In Q4 2024, consolidated net sales were $156.3 million, a decrease of $20.2 million or 11.4% from Q4 2023 [28] - Adjusted EBITDA for Q4 was $31.7 million, down $9.6 million from the previous year, with an adjusted EBITDA margin of 20.3%, a decrease of approximately 310 basis points year over year [31] - For the full year 2024, consolidated adjusted EBITDA was $217.3 million, an increase of $9.9 million or 4.8% year over year, with an adjusted EBITDA margin of 27.8%, approximately 180 basis points higher compared to 2023 [11][12] Business Line Data and Key Metrics Changes - Software solutions net sales for 2024 reached approximately $330 million, an increase of 13.8% from 2023, comprising about 42% of total net sales [13][15] - Event-driven transactional revenue decreased by approximately $20 million or 33% in Q4 compared to the same quarter last year [7] - Capital markets software solutions segment net sales were $50 million, an increase of 5.7% on an organic basis, driven by the performance of the recurring compliance product Active Disclosure [32] Market Data and Key Metrics Changes - The equity deal environment showed signs of improvement in Q4, with increases in the number of priced IPOs and completed public company M&A deals in the US compared to Q4 2023 [36] - Despite the increase in deal activity, overall transactional revenue was lower year over year due to declines in secondary offerings and de-SPAC transactions [36][38] - The Asia Pacific region experienced a decline in transactional revenue year over year, driven by limited market activity [37] Company Strategy and Development Direction - The company aims to accelerate the shift towards recurring SaaS revenue while maintaining share in traditional businesses, including transactions [23] - Continued investment in regulatory and compliance software platforms is planned to capture demand from future regulations [24] - The company is focused on disciplined capital allocation, balancing organic investments, share repurchases, and net debt reduction [45] Management's Comments on Operating Environment and Future Outlook - Management noted that macroeconomic headwinds, market volatility, and geopolitical factors are expected to weigh on the return to normalized deal activity [46] - The company remains optimistic about the growth trajectory of its recurring compliance software offerings, with expectations for solid growth in 2025 [47] - For Q1 2025, consolidated net sales are expected to be in the range of $190 million to $200 million, reflecting a decrease of approximately 4% compared to the same quarter last year [48] Other Important Information - Free cash flow for Q4 was $41.3 million, with full year free cash flow at $105.2 million, an increase of $43 million over 2023 [43] - The company repurchased approximately 282,000 shares during Q4, worth $17.4 million at an average price of $61.67 per share [44] Q&A Session Summary Question: Can you provide more color on results versus guidance and the key drivers behind the differential? - Management indicated that the biggest variance was in capital markets transactional revenue, which was off $10 million from guidance, impacting EBITDA margin expectations [56][58] Question: How will the company address future regulations and the potential impact from the reduction in ESG regulations? - Management stated that they are assessing proposed regulations and leveraging their platform to respond quickly to market needs, with minimal impact expected from changes in ESG regulations [60][66] Question: How long should the de-SPAC headwind be expected to continue? - Management noted that they are at the tail end of the de-SPAC market, having deprioritized low-quality deals, and expect to focus on higher quality opportunities moving forward [78][81] Question: What is the outlook for print and distribution revenue in 2025? - Management clarified that while a secular decline in print revenue is expected, specific variances will depend on market activity and event-driven transactions [86][88] Question: What is the update on capital allocation and pension termination? - Management confirmed that capital deployment priorities remain consistent, with plans to terminate the pension by the end of the year, though specific cash contributions are not yet estimated [90][91]