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]

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]