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]

Core Insights - DFIN has released its 13th annual Guide to Effective Proxies, aimed at helping public companies enhance shareholder communication through clear and SEC-compliant disclosures [1][2]. Group 1: Proxy Statement Importance - The guide provides practical strategies for transforming proxy statements into effective communication tools that convey company performance, leadership, and governance [2][3]. - A well-designed proxy statement is essential for building trust and demonstrating accountability to investors, especially amid increased scrutiny [3]. Group 2: Key Features of the Guide - The latest edition includes expanded sections on various themes such as AI communication, pay versus performance alignment, cybersecurity, human capital, and sustainability [6]. - The guide emphasizes the importance of proxy design, offering fresh guidance on layouts and digital enhancements to engage shareholders [6]. Group 3: DFIN's Tools and Services - DFIN's ActiveDisclosure software is highlighted as a tool that simplifies the proxy process, allowing for better collaboration and accuracy in SEC filings [4]. - The company positions itself as a leader in compliance and regulatory software, supporting clients in navigating complex capital markets and public company filings [5][7].

Core Insights - DFIN is fully prepared for the SEC's EDGAR Next platform, having successfully transitioned and is now submitting filings through the new system [1][2][3] - The company offers flexible enrollment options to help filers meet the September 12, 2025 deadline, including a self-service portal and full-service administration [1][4][5] - EDGAR Next modernizes the SEC filing process with enhanced security, transparency, and accountability requirements [3][4] Company Overview - DFIN is a leading provider of compliance and regulatory software and services, focusing on investment company regulatory compliance and financial reporting [6] - The company aims to empower clients with the necessary tools and support to manage public and private filings efficiently [6][7] Enrollment Process - DFIN launched a secure EDGAR Next Enrollment Portal in March 2025 to facilitate the new enrollment process [5] - Organizations can choose to have DFIN manage the enrollment and delegation process, ensuring a seamless transition [5][7]

Core Insights - Donnelley Financial Solutions reported strong non-GAAP earnings per share of $1.49, exceeding the consensus estimate of $1.42, but total revenue of $218.1 million fell short of expectations of $225.5 million and declined from $242.7 million year-over-year [1][2] Financial Performance - Non-GAAP EPS for Q2 2025 was $1.49, down 10.2% from $1.66 in Q2 2024 [2] - Total revenue was $218.1 million, a decrease of 10.1% from $242.7 million in the prior year [2] - Free cash flow increased to $51.7 million, up 40.5% from $36.8 million in Q2 2024 [2][8] - Adjusted EBITDA fell 12.5% to $76.3 million, with a margin of 35.0%, down 0.9 percentage points [2][7] - Software Solutions revenue reached $92.2 million, growing 7.7% year-over-year and accounting for 42.3% of total sales, up from 35.3% a year ago [2][5] Business Overview - Donnelley Financial Solutions specializes in software and services for compliance, regulatory, and financial reporting, serving corporations, investment companies, and capital markets [3] - The company is focusing on expanding its software offerings while reducing reliance on legacy print and manual services [4] Strategic Focus - Key areas of emphasis include technological leadership in regulatory software and managing the balance between cyclical project-driven demand and stable recurring revenues from software subscriptions [4] - The company aims to achieve a 60% software mix by 2028, with ongoing efforts to grow its software revenue [12] Market Conditions and Outlook - Management anticipates Q3 2025 GAAP net sales between $165 million and $175 million, indicating a decline from both the previous quarter and the prior year [11] - The adjusted EBITDA margin is expected to fall to 23% to 25%, reflecting ongoing pressures from lower transactional and print revenues [11] - The capital markets segment is projected to deliver $35 million to $40 million in transactional net sales [11]

[Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions readers about forward-looking statements, which are subject to risks and uncertainties, and outlines key risk factors - The report contains forward-looking statements subject to risks and uncertainties, based on the Company's beliefs and assumptions. These statements are **not guarantees of future performance** and readers should not place **undue reliance** on them[14](index=14&type=chunk)[16](index=16&type=chunk) - **Key risk factors** include global economy and financial market volatility, failure to offer high-quality customer support, client retention, data security breaches, inability to adapt to new technologies, competitive market pressures, and effects of operating in international markets[15](index=15&type=chunk)[18](index=18&type=chunk) [Part I. Financial Information](index=6&type=section&id=Part%20I%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results [Item 1: Condensed Consolidated Financial Statements (Unaudited)](index=6&type=section&id=Item%201%3A%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section presents DFIN's unaudited condensed consolidated financial statements for periods ended June 30, 2025, and December 31, 2024, including key financial statements and notes [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's consolidated statements of operations, including net sales, income from operations, and earnings per share Three Months Ended June 30, 2025 vs. 2024 (in millions) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | % Change | | :---------------------- | :----- | :----- | :----- | :------- | | Software solutions | $92.2 | $85.6 | $6.6 | 7.7% | | Tech-enabled services | $85.2 | $102.2 | $(17.0) | (16.6%) | | Print and distribution | $40.7 | $54.9 | $(14.2) | (25.9%) | | **Total net sales** | **$218.1** | **$242.7** | **$(24.6)** | **(10.1%)** | | Income from operations | $52.8 | $64.5 | $(11.7) | (18.1%) | | Net earnings | $36.1 | $44.1 | $(8.0) | (18.1%) | | Basic EPS | $1.30 | $1.50 | $(0.20) | (13.3%) | | Diluted EPS | $1.28 | $1.47 | $(0.19) | (12.9%) | Six Months Ended June 30, 2025 vs. 2024 (in millions) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | % Change | | :---------------------- | :----- | :----- | :----- | :------- | | Software solutions | $176.8 | $165.9 | $10.9 | 6.6% | | Tech-enabled services | $161.7 | $185.1 | $(23.4) | (12.6%) | | Print and distribution | $80.7 | $95.1 | $(14.4) | (15.1%) | | **Total net sales** | **$419.2** | **$446.1** | **$(26.9)** | **(6.0%)** | | Income from operations | $98.6 | $109.1 | $(10.5) | (9.6%) | | Net earnings | $67.1 | $77.4 | $(10.3) | (13.3%) | | Basic EPS | $2.38 | $2.63 | $(0.25) | (9.5%) | | Diluted EPS | $2.33 | $2.56 | $(0.23) | (9.0%) | [Condensed Consolidated Statements of Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the condensed consolidated statements of comprehensive income, detailing net earnings and other comprehensive income components Comprehensive Income (in millions) | Period | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | **Three Months Ended June 30,** | | | | Net earnings | $36.1 | $44.1 | | Other comprehensive income (loss), net of tax | $1.7 | $0.1 | | **Comprehensive income** | **$37.8** | **$44.2** | | **Six Months Ended June 30,** | | | | Net earnings | $67.1 | $77.4 | | Other comprehensive income (loss), net of tax | $2.3 | $(0.2) | | **Comprehensive income** | **$69.4** | **$77.2** | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides the condensed consolidated balance sheets, outlining assets, liabilities, and stockholders' equity Balance Sheet Highlights (in millions) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $33.8 | $57.3 | | Total current assets | $266.6 | $232.5 | | Total assets | $874.7 | $841.6 | | Total current liabilities | $207.1 | $224.1 | | Long-term debt | $184.3 | $124.7 | | Total liabilities | $442.6 | $405.5 | | Total equity | $432.1 | $436.1 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the condensed consolidated statements of cash flows, summarizing cash movements from operating, investing, and financing activities Cash Flow Summary (Six Months Ended June 30, in millions) | Activity | 2025 (in millions) | 2024 (in millions) | | :-------------------------------- | :----- | :----- | | Net cash provided by operating activities | $30.7 | $28.3 | | Net cash used in investing activities | $(29.9) | $(19.1) | | Net cash (used in) provided by financing activities | $(25.5) | $3.5 | | Net (decrease) increase in cash and cash equivalents | $(23.5) | $11.9 | | Cash and cash equivalents at end of period | $33.8 | $35.0 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) This section details the condensed consolidated statements of changes in stockholders' equity, including net earnings and share repurchases Changes in Stockholders' Equity (Three Months Ended June 30, in millions) | Metric | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | Net earnings | $36.1 | $44.1 | | Other comprehensive income | $1.7 | $0.1 | | Share-based compensation expense | $7.5 | $7.5 | | Common stock repurchases | $(34.6) | $(19.2) | | Total Equity at June 30 | $432.1 | $441.5 | Changes in Stockholders' Equity (Six Months Ended June 30, in millions) | Metric | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | Net earnings | $67.1 | $77.4 | | Other comprehensive income (loss) | $2.3 | $(0.2) | | Share-based compensation expense | $13.5 | $12.5 | | Common stock repurchases | $(76.7) | $(28.0) | | Total Equity at June 30 | $432.1 | $441.5 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, offering additional context and disclosures [Note 1. Overview, Basis of Presentation and Significant Accounting Policies](index=12&type=section&id=Note%201.%20Overview%2C%20Basis%20of%20Presentation%20and%20Significant%20Accounting%20Policies) This note outlines DFIN's business, basis of financial statement presentation, significant accounting policies, and impact of new accounting standards - DFIN is a global provider of software and technology-enabled financial regulatory and compliance solutions, serving public and private companies and investment firms. The company's strategy is **shifting towards software solutions and tech-enabled services**, **moving away from physical print and distribution**[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) CECL Reserve Changes (in millions) | Metric | June 30, 2025 (in millions) | June 30, 2024 (in millions) | | :-------------------------- | :------------ | :------------ | | Balance, beginning of year | $25.0 | $18.9 | | Provisions charged to expense | $4.8 | $10.1 | | Write-offs, reclassifications and other | $(4.2) | $(4.5) | | Balance, end of period | $25.6 | $24.5 | - The company is evaluating the impact of new FASB ASUs (**2023-09** and **2024-03/2025-01**) on income tax and expense disaggregation disclosures, effective for fiscal years beginning after December **15, 2024**, and **2026/2027** respectively[43](index=43&type=chunk)[44](index=44&type=chunk) [Note 2. Revenue](index=15&type=section&id=Note%202.%20Revenue) This note details the company's revenue recognition policies and provides disaggregated revenue information by segment and service type - Revenue is recognized upon transfer of control of services or products, which include software solutions (ActiveDisclosure, Arc Suite, Venue), tech-enabled services (document composition, EDGAR filing), and print and distribution offerings[45](index=45&type=chunk)[46](index=46&type=chunk) Disaggregation of Revenue (Three Months Ended June 30, 2025 vs. 2024, in millions) | Segment | 2025 Software Solutions (in millions) | 2025 Tech-enabled Services (in millions) | 2025 Print and Distribution (in millions) | 2025 Total (in millions) | 2024 Software Solutions (in millions) | 2024 Tech-enabled Services (in millions) | 2024 Print and Distribution (in millions) | 2024 Total (in millions) | | :------------------------------------------ | :---------------------- | :------------------------- | :-------------------------- | :--------- | :---------------------- | :------------------------- | :-------------------------- | :--------- | | Capital Markets - Software Solutions | $59.1 | — | — | $59.1 | $57.3 | — | — | $57.3 | | Capital Markets - Compliance and Communications Management | — | $65.6 | $27.9 | $93.5 | — | $81.3 | $32.5 | $113.8 | | Investment Companies - Software Solutions | $33.1 | — | — | $33.1 | $28.3 | — | — | $28.3 | | Investment Companies - Compliance and Communications Management | — | $19.6 | $12.8 | $32.4 | — | $20.9 | $22.4 | $43.3 | | **Total net sales** | **$92.2** | **$85.2** | **$40.7** | **$218.1** | **$85.6** | **$102.2** | **$54.9** | **$242.7** | Disaggregation of Revenue (Six Months Ended June 30, 2025 vs. 2024, in millions) | Segment | 2025 Software Solutions (in millions) | 2025 Tech-enabled Services (in millions) | 2025 Print and Distribution (in millions) | 2025 Total (in millions) | 2024 Software Solutions (in millions) | 2024 Tech-enabled Services (in millions) | 2024 Print and Distribution (in millions) | 2024 Total (in millions) | | :------------------------------------------ | :---------------------- | :------------------------- | :-------------------------- | :--------- | :---------------------- | :------------------------- | :-------------------------- | :--------- | | Capital Markets - Software Solutions | $111.0 | — | — | $111.0 | $110.3 | — | — | $110.3 | | Capital Markets - Compliance and Communications Management | — | $125.4 | $52.0 | $177.4 | — | $147.3 | $57.6 | $204.9 | | Investment Companies - Software Solutions | $65.8 | — | — | $65.8 | $55.6 | — | — | $55.6 | | Investment Companies - Compliance and Communications Management | — | $36.3 | $28.7 | $65.0 | — | $37.8 | $37.5 | $75.3 | | **Total net sales** | **$176.8** | **$161.7** | **$80.7** | **$419.2** | **$165.9** | **$185.1** | **$95.1** | **$446.1** | [Note 3. Goodwill](index=17&type=section&id=Note%203.%20Goodwill) This note presents the goodwill balances by segment, including foreign exchange adjustments, as of June 30, 2025 Goodwill Balances by Segment (in millions) | Segment | Net book value at Dec 31, 2024 (in millions) | Foreign exchange adjustments (in millions) | Net book value at June 30, 2025 (in millions) | | :------------------------------------------ | :----------------------------- | :--------------------------- | :------------------------------ | | Capital Markets - Software Solutions | $99.9 | $0.1 | $100.0 | | Capital Markets - Compliance and Communications Management | $252.5 | $0.3 | $252.8 | | Investment Companies - Software Solutions | $53.0 | $0.1 | $53.1 | | Investment Companies - Compliance and Communications Management | — | — | — | | **Total** | **$405.4** | **$0.5** | **$405.9** | [Note 4. Leases](index=17&type=section&id=Note%204.%20Leases) This note provides details on cash paid for leases and the components of lease expense for operating and finance leases Cash Paid Related to Leases (in millions) | Period | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | **Three Months Ended June 30,** | | | | Operating leases | $2.6 | $3.8 | | Finance leases | $0.8 | $0.8 | | **Six Months Ended June 30,** | | | | Operating leases | $5.5 | $7.7 | | Finance leases | $1.7 | $1.4 | Lease Expense Components (in millions) | Period | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | **Three Months Ended June 30,** | | | | Net operating lease expense | $0.9 | $1.4 | | Total finance lease expense | $0.6 | $0.7 | | **Six Months Ended June 30,** | | | | Net operating lease expense | $1.9 | $2.7 | | Total finance lease expense | $1.2 | $1.4 | [Note 5. Restructuring, Impairment and Other Charges, net](index=18&type=section&id=Note%205.%20Restructuring%2C%20Impairment%20and%20Other%20Charges%2C%20net) This note details restructuring, impairment, and other charges, primarily related to employee terminations and reorganization efforts Restructuring, Impairment and Other Charges, net (in millions) | Period | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | **Three Months Ended June 30,** | | | | Employee Terminations | $0.9 | $1.2 | | Other Charges | $0.1 | $0.1 | | **Total** | **$1.0** | **$1.3** | | **Six Months Ended June 30,** | | |\ | Employee Terminations | $3.7 | $2.9 |\ | Other Charges | $0.2 | $0.2 |\ | **Total** | **$3.9** | **$3.1** | - For the three months ended June **30, 2025**, **$0.9 million** in restructuring charges related to approximately **10** employee terminations. For the six months, **$3.7 million** related to approximately **50** employee terminations, primarily due to reorganization in capital markets and investment companies operations[59](index=59&type=chunk) [Note 6. Retirement Plans](index=19&type=section&id=Note%206.%20Retirement%20Plans) This note outlines net pension plan expense and discusses the ongoing termination process for the company's primary defined benefit plan Net Pension Plan Expense (Income) (in millions) | Period | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | **Three Months Ended June 30,** | | | | Interest cost | $2.5 | $2.7 | | Expected return on assets | $(2.5) | $(3.3) | | Amortization, net | $0.4 | $0.3 | | **Net pension plan expense (income)** | **$0.4** | **$(0.3)** | | **Six Months Ended June 30,** | | | | Interest cost | $5.1 | $5.5 | | Expected return on assets | $(5.0) | $(6.7) | | Amortization, net | $0.8 | $0.6 | | **Net pension plan expense (income)** | **$0.9** | **$(0.6)** | - The Company commenced the termination process for its primary defined benefit plan in August **2024**, **expecting** settlement through lump sum distributions and annuity purchases. A cash contribution to fully fund the Plan is **anticipated** in **2025**, with pension settlement charges **expected** in the second half of **2025**[63](index=63&type=chunk) [Note 7. Commitments and Contingencies](index=20&type=section&id=Note%207.%20Commitments%20and%20Contingencies) This note addresses the company's involvement in legal proceedings and other commitments, which are not expected to materially impact financial results - The Company is involved in various legal proceedings and preference items in the ordinary course of business. Management believes that the final resolution of these matters will not have a **material effect** on the Company's consolidated results of operations, financial position, or cash flows[64](index=64&type=chunk) [Note 8. Debt](index=20&type=section&id=Note%208.%20Debt) This note details the company's debt composition, including the Term Loan A and Revolving Facilities, and related interest expense Debt Composition (in millions) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------- | :------------ | :---------------- | | Term Loan A Facility | $113.6 | $125.0 | | Borrowings under the Revolving Facility | $77.0 | — | | Unamortized debt issuance costs | $(0.5) | $(0.3) | | **Total debt** | **$190.1** | **$124.7** | | Less: current portion of long-term debt | $5.8 | — | | **Long-term debt** | **$184.3** | **$124.7** | - On March **13, 2025**, the Company amended its credit agreement, establishing a **$115.0 million** Term Loan A Facility and a **$300.0 million** Revolving Facility. Proceeds were used to retire the **$125.0 million** Delayed Draw Term Loan A Facility[65](index=65&type=chunk)[66](index=66&type=chunk) Interest Expense, net (in millions) | Period | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | **Three Months Ended June 30,** | | | | Interest incurred | $4.1 | $4.3 | | Interest income, net of loss on debt extinguishment | $(0.3) | $(0.6) | | **Interest expense, net** | **$3.8** | **$3.7** | | **Six Months Ended June 30,** | | | | Interest incurred | $7.4 | $8.6 | | Interest income, net of loss on debt extinguishment | $(0.5) | $(1.3) | | **Interest expense, net** | **$6.9** | **$7.3** | [Note 9. Earnings per Share](index=21&type=section&id=Note%209.%20Earnings%20per%20Share) This note provides details on basic and diluted net earnings per share and the weighted average number of common shares outstanding Net Earnings Per Share | Period | 2025 Basic (per share) | 2025 Diluted (per share) | 2024 Basic (per share) | 2024 Diluted (per share) | | :-------------------------- | :--------- | :----------- | :--------- | :----------- | | **Three Months Ended June 30,** | | | | | | Net earnings per share | $1.30 | $1.28 | $1.50 | $1.47 | | **Six Months Ended June 30,** | | | | | | Net earnings per share | $2.38 | $2.33 | $2.63 | $2.56 | Weighted Average Number of Common Shares Outstanding (in millions) | Period | 2025 Basic (in millions) | 2025 Diluted (in millions) | 2024 Basic (in millions) | 2024 Diluted (in millions) | | :-------------------------- | :--------- | :----------- | :--------- | :----------- | | **Three Months Ended June 30,** | | | | | | Weighted-average shares outstanding | 27.7 | 28.2 | 29.4 | 30.0 | | **Six Months Ended June 30,** | | | | | | Weighted-average shares outstanding | 28.2 | 28.8 | 29.4 | 30.2 | [Note 10. Capital Stock](index=23&type=section&id=Note%2010.%20Capital%20Stock) This note discusses the company's share repurchase program, including the new $150 million authorization and details of common stock repurchases - The Board authorized a **new $150 million share repurchase program** on May **15, 2025**, replacing the previous program, with an expiration date of December **31, 2026**. As of June **30, 2025**, the remaining authorized amount was **$150.0 million**[72](index=72&type=chunk) Common Stock Repurchases (in millions, except per share data) | Period | 2025 Repurchases (in millions) | 2025 Shares | 2025 Avg Price (per share) | 2024 Repurchases (in millions) | 2024 Shares | 2024 Avg Price (per share) | | :-------------------------- | :--------------- | :------------ | :------------- | :--------------- | :------------ | :------------- | | **Three Months Ended June 30,** | | | | | | | | Common stock repurchases | $34.3 | 787,152 | $43.56 | $19.2 | 317,388 | $60.65 | | **Six Months Ended June 30,** | | | | | | | | Common stock repurchases | $76.1 | 1,648,453 | $46.18 | $28.0 | 457,281 | $61.25 | [Note 11. Comprehensive Income](index=24&type=section&id=Note%2011.%20Comprehensive%20Income) This note provides a breakdown of other comprehensive income and changes in accumulated other comprehensive loss, including translation adjustments Other Comprehensive Income (Loss), Net of Tax (in millions) | Period | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :----- | :----- | | **Three Months Ended June 30,** | | | | Translation adjustments | $1.4 | $(0.1) | | Adjustment for net periodic pension and other postretirement benefits plans | $0.3 | $0.2 | | **Other comprehensive income (loss)** | **$1.7** | **$0.1** | | **Six Months Ended June 30,** | | | | Translation adjustments | $1.7 | $(0.6) | | Adjustment for net periodic pension and other postretirement benefits plans | $0.6 | $0.4 | | **Other comprehensive income (loss)** | **$2.3** | **$(0.2)** | Changes in Accumulated Other Comprehensive Loss (Six Months Ended June 30, in millions) | Component | Balance at Dec 31, 2024 (in millions) | Net change in accumulated other comprehensive loss (in millions) | Balance at June 30, 2025 (in millions) | | :------------------------------------------ | :---------------------- | :------------------------------------------------- | :----------------------- | | Pension and Other Postretirement Benefits Plans | $(66.4) | $0.6 | $(65.8) | | Translation Adjustments | $(15.5) | $1.7 | $(13.8) | | **Total** | **$(81.9)** | **$2.3** | **$(79.6)** | [Note 12. Segment Information](index=26&type=section&id=Note%2012.%20Segment%20Information) This note outlines DFIN's four reportable segments and provides detailed financial performance data, including net sales and Adjusted EBITDA - DFIN operates through four reportable segments: 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 includes unallocated SG&A and employee benefits plan costs[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) Segment Net Sales and Adjusted EBITDA (Three Months Ended June 30, 2025 vs. 2024, in millions) | Segment | 2025 Net Sales (in millions) | 2024 Net Sales (in millions) | % Change Net Sales | 2025 Adj EBITDA (in millions) | 2024 Adj EBITDA (in millions) | % Change Adj EBITDA | | :------------------------------------------ | :------------- | :------------- | :----------------- | :-------------- | :-------------- | :------------------ | | Capital Markets - Software Solutions | $59.1 | $57.3 | 3.1% | $22.4 | $21.2 | 5.7% | | Capital Markets - Compliance and Communications Management | $93.5 | $113.8 | (17.8%) | $36.8 | $45.8 | (19.7%) | | Investment Companies - Software Solutions | $33.1 | $28.3 | 17.0% | $14.2 | $11.1 | 27.9% | | Investment Companies - Compliance and Communications Management | $32.4 | $43.3 | (25.2%) | $12.6 | $18.3 | (31.1%) | | **Total** | **$218.1** | **$242.7** | **(10.1%)** | **$86.0** | **$96.4** | **(10.8%)** | Segment Net Sales and Adjusted EBITDA (Six Months Ended June 30, 2025 vs. 2024, in millions) | Segment | 2025 Net Sales (in millions) | 2024 Net Sales (in millions) | % Change Net Sales | 2025 Adj EBITDA (in millions) | 2024 Adj EBITDA (in millions) | % Change Adj EBITDA | | :------------------------------------------ | :------------- | :------------- | :----------------- | :-------------- | :-------------- | :------------------ | | Capital Markets - Software Solutions | $111.0 | $110.3 | 0.6% | $36.3 | $37.0 | (1.9%) | | Capital Markets - Compliance and Communications Management | $177.4 | $204.9 | (13.4%) | $73.5 | $77.2 | (4.8%) | | Investment Companies - Software Solutions | $65.8 | $55.6 | 18.3% | $27.0 | $19.1 | 41.4% | | Investment Companies - Compliance and Communications Management | $65.0 | $75.3 | (13.7%) | $24.8 | $26.5 | (6.4%) | | **Total** | **$419.2** | **$446.1** | **(6.0%)** | **$161.6** | **$159.8** | **1.1%** | [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of DFIN's financial performance, condition, and outlook, covering key metrics, segment results, and influencing factors [Company Overview](index=31&type=section&id=Company%20Overview) This section provides an overview of DFIN's business as a global provider of financial regulatory and compliance solutions, emphasizing its shift towards software - DFIN is a **leading global provider of innovative software and technology-enabled financial regulatory and compliance solutions**. The company's strategy focuses on **investing in advanced software solutions** (ActiveDisclosure, Arc Suite, Venue) and **maintaining market leadership in tech-enabled services and print/distribution**[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) - A prevailing trend shows clients **increasingly utilizing software solutions in conjunction with tech-enabled services**, while **shifting away from physical print and distribution**, except where regulatorily required[91](index=91&type=chunk) [Market Volatility/Cyclicality and Seasonality](index=31&type=section&id=Market%20Volatility%2FCyclicality%20and%20Seasonality) This section discusses the impact of market volatility and seasonality on DFIN's segments and the company's strategies to mitigate these effects - The Capital Markets segments are **highly susceptible to market volatility**, with **demand for transactional and Venue offerings dependent on global IPOs, M&A, and debt offerings**. Compliance offerings and Investment Companies segments are less impacted[94](index=94&type=chunk) - The company experiences seasonality due to quarterly/annual public company reporting cycles and semi-annual/annual filings for investment companies, leading to peak periods requiring **increased** staffing[95](index=95&type=chunk) - DFIN aims to **mitigate market volatility by driving annual recurring revenue** and offering services in demand during down markets, such as bankruptcy/restructuring tools and upstream transactional products like Venue[94](index=94&type=chunk)[95](index=95&type=chunk) [Services and Products](index=32&type=section&id=Services%20and%20Products) This section outlines DFIN's diverse service and product offerings, including software solutions, tech-enabled services, and print and distribution - DFIN's offerings include software solutions (ActiveDisclosure, Arc Suite, Venue), tech-enabled services (document composition, SEC EDGAR filing, transactional solutions), and print and distribution (conventional and digital printed products)[96](index=96&type=chunk) [Government Regulations and Regulatory Impact](index=32&type=section&id=Government%20Regulations%20and%20Regulatory%20Impact) This section addresses the impact of new SEC regulations and the demand for structured data on DFIN's business and transition to software solutions - New and amended SEC rules, along with **increased** demand for structured, machine-readable data (e.g., iXBRL), are **driving significant changes in the regulatory environment**. These changes enable DFIN to offer new value-added functionality and **accelerate its transition from print to software solutions**[97](index=97&type=chunk) [Segments](index=32&type=section&id=Segments) This section describes DFIN's four operating segments: Capital Markets Software Solutions, Capital Markets Compliance, Investment Companies Software Solutions, and Investment Companies Compliance - The company's four operating 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 handles unallocated SG&A and employee benefits costs[98](index=98&type=chunk) - CM-SS provides Venue and ActiveDisclosure subscriptions for transactional and compliance processes. CM-CCM offers tech-enabled services and print/distribution for deal solutions and SEC compliance[99](index=99&type=chunk)[100](index=100&type=chunk) - IC-SS provides the Arc Suite platform for managing compliance and regulatory information. IC-CCM offers tech-enabled services and print/distribution for regulatory and investor communications, including iXBRL filings and proxy services[101](index=101&type=chunk)[102](index=102&type=chunk) [Executive Overview](index=33&type=section&id=Executive%20Overview) This section provides an executive summary of DFIN's financial performance, highlighting changes in net sales and income from operations - For the three months ended June **30, 2025**, net sales **decreased** by **10.1%** to **$218.1 million**, primarily due to **lower** tech-enabled services and print/distribution sales, partially offset by a **7.7%** **increase** in software solutions sales. Income from operations **decreased** by **18.1%** to **$52.8 million**[103](index=103&type=chunk)[104](index=104&type=chunk) - For the six months ended June **30, 2025**, net sales **decreased** by **6.0%** to **$419.2 million**, driven by **declines** in tech-enabled services and print/distribution, partially offset by a **6.6%** **increase** in software solutions sales. Income from operations **decreased** by **9.6%** to **$98.6 million**[105](index=105&type=chunk)[106](index=106&type=chunk) - The **decline** in income from operations was **partially mitigated by lower cost of sales and SG&A expenses**, driven by reduced sales volumes, **lower** bad debt expense, and cost control initiatives[104](index=104&type=chunk)[106](index=106&type=chunk) [Financial Review](index=33&type=section&id=Financial%20Review) This section discusses the financial statements' GAAP conformity and the use of Segment Adjusted EBITDA as a key non-GAAP performance measure - Financial statements are prepared in conformity with GAAP, requiring extensive use of management's estimates. The **chief operating decision maker reviews segment net sales and Segment Adjusted EBITDA** to assess performance and allocate resources[107](index=107&type=chunk)[108](index=108&type=chunk) - Segment Adjusted EBITDA is a **non-GAAP measure**, defined as earnings before interest, taxes, depreciation, and amortization, adjusted for certain non-recurring items. It is used to monitor budget, analyze trends, and identify profitability improvement actions[108](index=108&type=chunk) [Results of Operations for the Three and Six Months Ended June 30, 2025 as Compared to the Three and Six Months Ended June 30, 2024](index=34&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20as%20Compared%20to%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the consolidated financial performance for the three and six months ended June 30, 2025, compared to the prior year Consolidated Financial Performance (Three Months Ended June 30, in millions) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | % Change | | :---------------------- | :----- | :----- | :----- | :------- | | Software solutions | $92.2 | $85.6 | $6.6 | 7.7% | | Tech-enabled services | $85.2 | $102.2 | $(17.0) | (16.6%) | | Print and distribution | $40.7 | $54.9 | $(14.2) | (25.9%) | | **Total net sales** | **$218.1** | **$242.7** | **$(24.6)** | **(10.1%)** | | Total cost of sales | $79.2 | $86.5 | $(7.3) | (8.4%) | | SG&A expenses | $70.0 | $76.1 | $(6.1) | (8.0%) | | Income from operations | $52.8 | $64.5 | $(11.7) | (18.1%) | | Net earnings | $36.1 | $44.1 | $(8.0) | (18.1%) | Consolidated Financial Performance (Six Months Ended June 30, in millions) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | % Change | | :---------------------- | :----- | :----- | :----- | :------- | | Software solutions | $176.8 | $165.9 | $10.9 | 6.6% | | Tech-enabled services | $161.7 | $185.1 | $(23.4) | (12.6%) | | Print and distribution | $80.7 | $95.1 | $(14.4) | (15.1%) | | **Total net sales** | **$419.2** | **$446.1** | **$(26.9)** | **(6.0%)** | | Total cost of sales | $152.2 | $166.6 | $(14.4) | (8.6%) | | SG&A expenses | $135.8 | $148.9 | $(13.1) | (8.8%) | | Income from operations | $98.6 | $109.1 | $(10.5) | (9.6%) | | Net earnings | $67.1 | $77.4 | $(10.3) | (13.3%) | - Software solutions net sales **increased** due to **higher** sales from TSR, Arc Suite, and ActiveDisclosure. Tech-enabled services and print and distribution net sales **decreased** primarily due to **lower** capital markets transactional and compliance volumes, and **lower** investment companies compliance volumes[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [Information by Segment](index=37&type=section&id=Information%20by%20Segment) This section provides a detailed breakdown of net sales and Adjusted EBITDA performance for each of DFIN's four operating segments - **Capital Markets – Software Solutions (CM-SS):** * **3 Months:** Net sales **increased** **3.1%** to **$59.1 million**, driven by ActiveDisclosure. Segment Adjusted EBITDA **increased** **5.7%** to **$22.4 million**, with margin **up 90 bps** to **37.9%** * **6 Months:** Net sales **increased** **0.6%** to **$111.0 million**, driven by ActiveDisclosure, offset by **lower** Venue sales. Segment Adjusted EBITDA **decreased** **1.9%** to **$36.3 million**, with margin **down 80 bps** to **32.7%** due to **higher** SG&A[137](index=137&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) - **Capital Markets – Compliance and Communications Management (CM-CCM):** * **3 Months:** Net sales **decreased** **17.8%** to **$93.5 million** due to **lower** tech-enabled services, transactional, and compliance volumes. Segment Adjusted EBITDA **decreased** **19.7%** to **$36.8 million**, with margin **down 80 bps** to **39.4%** * **6 Months:** Net sales **decreased** **13.4%** to **$177.4 million** due to **lower** tech-enabled services, transactional, and compliance volumes. Segment Adjusted EBITDA **decreased** **4.8%** to **$73.5 million**, but margin **increased** **370 bps** to **41.4%** due to **lower** SG&A[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - **Investment Companies – Software Solutions (IC-SS):** * **3 Months:** Net sales **increased** **17.0%** to **$33.1 million**, driven by TSR offering and ArcReporting. Segment Adjusted EBITDA **increased** **27.9%** to **$14.2 million**, with margin **up 370 bps** to **42.9%** due to price **increases** * **6 Months:** Net sales **increased** **18.3%** to **$65.8 million**, driven by TSR offering and ArcReporting. Segment Adjusted EBITDA **increased** **41.4%** to **$27.0 million**, with margin **up 660 bps** to **41.0%** due to price **increases**[152](index=152&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - **Investment Companies – Compliance and Communications Management (IC-CCM):** * **3 Months:** Net sales **decreased** **25.2%** to **$32.4 million** due to **lower** print and distribution compliance volumes. Segment Adjusted EBITDA **decreased** **31.1%** to **$12.6 million**, with margin **down 340 bps** to **38.9%** * **6 Months:** Net sales **decreased** **13.7%** to **$65.0 million** due to **lower** print and distribution compliance volumes. Segment Adjusted EBITDA **decreased** **6.4%** to **$24.8 million**, but margin **increased** **300 bps** to **38.2%** due to **lower** cost of sales[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - **Corporate Unallocated Expenses:** * **3 Months:** **Increased** **5.4%** to **$9.7 million** due to **higher** healthcare expense * **6 Months:** **Decreased** **1.7%** to **$17.1 million** due to **lower** incentive compensation expense, partially offset by **higher** consulting expense[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) [Non-GAAP Measures](index=41&type=section&id=Non-GAAP%20Measures) This section defines Adjusted EBITDA as a non-GAAP measure and provides reconciliations to net earnings for the reported periods - Adjusted EBITDA is a **non-GAAP measure** used to assess operating results and financial performance, providing a more meaningful comparison of core business operations by excluding certain non-recurring or non-cash items[169](index=169&type=chunk)[170](index=170&type=chunk) Adjusted EBITDA Reconciliation (Three Months Ended June 30, in millions) | Metric | 2025 (in millions) | 2024 (in millions) | | :-------------------------------------- | :----- | :----- | | Net earnings | $36.1 | $44.1 | | Restructuring, impairment and other charges, net | $1.0 | $1.3 | | Share-based compensation expense | $7.5 | $7.4 | | Depreciation and amortization | $15.1 | $14.3 | | Interest expense, net | $3.8 | $3.7 | | Income tax expense | $12.6 | $17.1 | | **Adjusted EBITDA** | **$76.3** | **$87.2** | Adjusted EBITDA Reconciliation (Six Months Ended June 30, in millions) | Metric | 2025 (in millions) | 2024 (in millions) | | :-------------------------------------- | :----- | :----- | | Net earnings | $67.1 | $77.4 | | Restructuring, impairment and other charges, net | $3.9 | $3.1 | | Share-based compensation expense | $13.5 | $12.5 | | Gain on sales of long-lived assets | $(0.5) | $(9.8) | | Depreciation and amortization | $29.2 | $28.2 | | Interest expense, net | $6.9 | $7.3 | | Income tax expense | $23.8 | $25.2 | | **Adjusted EBITDA** | **$144.5** | **$142.4** | [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses DFIN's liquidity, capital resources, cash flow activities, debt structure, and compliance with debt covenants - DFIN believes it has **sufficient liquidity** from cash on hand, operating cash flows, and its Revolving Facility to support operations, invest in **growth**, service debt, and fund share repurchases[176](index=176&type=chunk) Cash Flow Summary (Six Months Ended June 30, in millions) | Activity | 2025 (in millions) | 2024 (in millions) | | :-------------------------------- | :----- | :----- | | Net cash provided by operating activities | $30.7 | $28.3 | | Net cash used in investing activities | $(29.9) | $(19.1) | | Net cash (used in) provided by financing activities | $(25.5) | $3.5 | | Net (decrease) increase in cash and cash equivalents | $(23.5) | $11.9 | - Net cash provided by operating activities **increased** by **$2.4 million** to **$30.7 million** for the six months ended June **30, 2025**, primarily due to timing of supplier payments and receivables collections, partially offset by **higher** employee-related compensation payments[183](index=183&type=chunk)[188](index=188&type=chunk) - Net cash used in investing activities was **$29.9 million**, primarily for **$30.0 million** in capital expenditures for software development. Net cash used in financing activities was **$25.5 million**, including **$88.7 million** in treasury share repurchases and debt payments, partially offset by revolving facility borrowings[183](index=183&type=chunk)[185](index=185&type=chunk) Debt Structure (in millions) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------- | :------------ | :---------------- | | Term Loan A Facility | $113.6 | $125.0 | | Borrowings under the Revolving Facility | $77.0 | — | | **Total debt** | **$190.1** | **$124.7** | | Current availability under Revolving Facility | $221.5 | N/A | | Net Available Liquidity | $255.3 | N/A | - The company was **in compliance with its debt covenants** as of June **30, 2025**, and **expects** to remain so. Capital expenditures for fiscal year **2025** are projected to be approximately **$60 million** to **$65 million**[183](index=183&type=chunk)[194](index=194&type=chunk) [Item 3: Quantitative and Qualitative Disclosure About Market Risk](index=46&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) This section confirms no significant changes to the company's market risk disclosures since the latest Annual Report on Form 10-K - **No significant changes** to the Company's market risk disclosures were identified during the period[199](index=199&type=chunk) [Item 4: Controls and Procedures](index=46&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with a new quote-to-cash process being implemented - The Chief Executive Officer and Chief Financial Officer concluded that the Company's **disclosure controls and procedures were effective** as of June **30, 2025**[200](index=200&type=chunk) - The Company is **implementing a new quote-to-cash (QTC) process**, including new systems, to **improve** the efficiency and effectiveness of business transactions, invoicing, reporting, and underlying systems, which is a significant component of internal control over financial reporting[201](index=201&type=chunk) [Part II. Other Information](index=46&type=section&id=Part%20II%20OTHER%20INFORMATION) This part includes other required disclosures such as legal proceedings, risk factors, equity security sales, and exhibits [Item 1: Legal Proceedings](index=46&type=section&id=Item%201%3A%20Legal%20Proceedings) This section refers to Note 7 of the Condensed Consolidated Financial Statements for details on the company's legal proceedings - For details on legal proceedings, refer to Note **7**, Commitments and Contingencies, in the Unaudited Condensed Consolidated Financial Statements[202](index=202&type=chunk) [Item 1A: Risk Factors](index=46&type=section&id=Item%201A%3A%20Risk%20Factors) This section confirms no material changes to the risk factors previously identified in the Annual Report on Form 10-K - **No material changes** to the risk factors identified in the Annual Report occurred during the three months ended June **30, 2025**[203](index=203&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details common stock repurchases during the quarter and highlights the new $150 million share repurchase program authorized in May 2025 Issuer Purchases of Equity Securities (April 1, 2025 - June 30, 2025) | Period | Total Number of Shares Purchased (shares) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (shares) | Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (dollars) | | :-------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------- | :----------------------------------------------------------------- | | April 1, 2025 - April 30, 2025 | 682,271 | $42.34 | 682,271 | $20,574,060 | | May 1, 2025 - May 31, 2025 | 106,224 | $51.53 | 104,881 | $150,000,000 | | June 1, 2025 - June 30, 2025 | 410 | $57.01 | — | $150,000,000 | | **Total** | **788,905** | **$43.58** | **787,152** | | - On May **15, 2025**, the Board authorized a **new $150 million share repurchase program**, replacing the previous one, with an expiration date of December **31, 2026**. Repurchases may occur on the open market or privately, in compliance with Rule **10b-18** or under a Rule **10b5-1** plan[204](index=204&type=chunk) [Item 3: Defaults Upon Senior Securities](index=47&type=section&id=Item%203%3A%20Defaults%20Upon%20Senior%20Securities) This section confirms that there were no defaults upon senior securities during the reporting period - There were **no defaults** upon senior securities[205](index=205&type=chunk) [Item 4: Mine Safety Disclosures](index=47&type=section&id=Item%204%3A%20Mine%20Safety%20Disclosures) This section states that the disclosure requirements for mine safety are not applicable to the company - Mine safety disclosures are **not applicable** to the Company[206](index=206&type=chunk) [Item 5: Other Information](index=47&type=section&id=Item%205%3A%20Other%20Information) This section discloses that the company's President and CEO, Daniel N. Leib, adopted a Rule 10b5-1 trading plan for the sale of 35,000 shares of common stock - On June **11, 2025**, Daniel N. Leib, President and CEO, **adopted a Rule 10b5-1 trading plan** to sell up to **35,000** shares of common stock between November **13, 2025**, and December **31, 2025**, if the market price is within a specified range[207](index=207&type=chunk) [Item 6: Exhibits](index=48&type=section&id=Item%206%3A%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including corporate governance documents and executive certifications - Key exhibits include Amended and Restated Certificate of Incorporation, Amended and Restated By-laws, and certifications by the CEO and CFO (Rule **13a-14(a)**, Rule **15d-14(a)**, Rule **13a-14(b)**, Rule **15d-14(b)**, and Section **1350**)[209](index=209&type=chunk) - The report also includes Inline XBRL Instance Document, Taxonomy Extension Schema, and the cover page formatted in Inline XBRL[209](index=209&type=chunk) [Signatures](index=49&type=section&id=Signatures) This section confirms the official signing of the report by the Executive Vice President and Chief Financial Officer - The report was **duly signed on behalf of Donnelley Financial Solutions, Inc.** by **David A. Gardella, Executive Vice President and Chief Financial Officer**, on July **31, 2025**[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)

Financial Data and Key Metrics Changes - The company reported total net sales of $218.1 million for Q2 2025, a decrease of $24.6 million or 10.1% from Q2 2024 [12] - Adjusted EBITDA was $76.3 million, a decrease of $10.9 million or 12.5% from the previous year, with an adjusted EBITDA margin of 35%, down approximately 90 basis points from Q2 2024 [15][19] - Free cash flow for the quarter was $51.7 million, an increase of $14.9 million compared to Q2 2024 [23] Business Line Data and Key Metrics Changes - Software Solutions net sales grew approximately 8% year over year, with recurring compliance software offerings growing about 15% [5][12] - Capital Markets Software Solutions segment net sales were $59.1 million, an increase of 3.1% year over year, driven by Active Disclosure [16] - Capital Markets Compliance and Communications Management segment net sales decreased by 17.8% to $93.5 million, primarily due to lower transactional revenue [17] Market Data and Key Metrics Changes - The company experienced a decline in capital markets transactional revenue, which was at the lowest level in its history, with $34.8 million recorded in Q2 [17][18] - The overall transactional activity in Q2 remained well below historical norms, with IPO transactions and large public company M&A deals below last year's levels [18] - The IPO market showed signs of recovery with a total of 14 IPOs greater than $100 million in Q2, but the overall number of IPOs in the first half of 2025 decreased by 14% compared to the same period in 2024 [36][37] Company Strategy and Development Direction - The company is focused on transforming into a leading provider of compliance and regulatory solutions, predominantly through software and services [11] - The strategy includes a shift towards recurring software offerings and improving operational efficiencies while managing costs [11][28] - The company remains committed to its five-year plan updated in February, aiming for a sustainable business model despite ongoing market challenges [11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about improving market conditions and a positive trajectory in the second quarter, despite a prolonged downturn in capital markets transactional activity [6][28] - The company anticipates Q3 consolidated net sales in the range of $165 million to $175 million, reflecting a cautious outlook due to lower print and distribution sales [25] - Management highlighted the importance of maintaining a strong balance sheet and robust free cash flow to support long-term value creation [28] Other Important Information - The company repurchased approximately 787,000 shares for $34.3 million during Q2, with a new share repurchase program authorized for up to $150 million [24][25] - Non-GAAP unallocated corporate expenses were $9.7 million, reflecting higher investments in transformation and healthcare expenses [23] Q&A Session Summary Question: Can you provide more detail on the assumptions behind the Q3 guidance? - Management indicated that the guidance for transactional sales in Q3 reflects a cautious optimism based on recent market activity, with a range of $35 million to $40 million [33][34] Question: What is the outlook for the capital markets given the improving pipeline? - Management acknowledged the improving pipeline but emphasized the uncertainty in timing and the need for a conservative outlook [57][58] Question: How does the company view share repurchases moving forward? - Management reiterated that share repurchases are a key component of capital allocation, with a strategy to be more aggressive at lower stock prices [60][62] Question: Any updates on the pension plan annuitization process? - Management confirmed that the annuitization process is underway and expected to occur in Q3, with further updates to be provided [64]

Company Overview - DFIN is a leader in assisting companies with regulatory reporting requirements, holding the 1 SEC Filing Agent position for both corporations and fund companies[10] - DFIN's portfolio includes market-leading software solutions like ArcSuite, ActiveDisclosure and Venue, with ~80% of the top 50 global fund complexes as clients[10] - DFIN's offerings are essential for recurring regulatory compliance needs and capital markets transactions such as IPOs and M&A[11] Financial Performance and Metrics (Q2 2025 TTM) - Software sales reached $341 million, expected to grow at a double-digit rate annually[14] - The company's revenue mix is shifting towards high-margin software solutions, offsetting declining low-margin print & distribution[14] - Adjusted EBITDA reached $219.4 million, resulting in an attractive valuation with EV / Q2 2025 TTM EBITDA at 9.1x[25, 27] - Free Cash Flow was $109.3 million, leading to a Free Cash Flow multiple of 16.8x[25] - Net debt stood at $156.3 million, resulting in a net leverage ratio of 0.7x[21, 24] Segment Performance (Q2 2025 TTM) - Capital Markets segment net sales totaled $509 million, with $214 million from Software Solutions and $294 million from Compliance & Communications Management[12] - Investment Companies segment net sales were $247 million, comprising $126 million from Software Solutions and $120 million from Compliance & Communications Management[12] - Capital Markets EBITDA was $170 million with a 33% margin, while Investment Companies EBITDA was $87 million with a 35% margin[12] Capital Allocation and Shareholder Focus - The company repurchased approximately 787,000 shares of common stock during Q2 2025 for $34.3 million, at an average price of $43.56 per share[63] - A new stock repurchase program of up to $150 million was authorized, expiring December 31, 2026[50, 63]