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

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

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

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

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 - 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]

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]

Core Insights - Donnelley Financial Solutions, Inc. (DFIN) reported a decrease in net sales for Q2 2025, totaling $218.1 million, down 10.1% from Q2 2024, primarily due to lower print and distribution volumes and reduced capital markets transactional revenue [3][5][7] - The company achieved record software solutions net sales of $92.2 million, a 7.7% increase year-over-year, with software solutions now accounting for 42.3% of total net sales, up from 35.3% in the previous year [5][7][8] - Adjusted EBITDA for Q2 2025 was $76.3 million, reflecting a decrease of $10.9 million compared to the same quarter in 2024, with an adjusted EBITDA margin of 35.0% [7][8][10] Financial Performance - Net earnings for Q2 2025 were $36.1 million, or $1.28 per diluted share, compared to $44.1 million, or $1.47 per diluted share, in Q2 2024 [4][5][8] - The company reported an increase in operating cash flow by $12.2 million and free cash flow by $14.9 million year-over-year [5][7] - Gross leverage was reported at 0.9x and net leverage at 0.7x as of June 30, 2025 [5][7] Market Outlook - The company expressed optimism regarding improving market activity trends despite ongoing macroeconomic challenges, indicating a focus on transitioning to a more recurring sales mix and disciplined capital allocation [2][5] - Guidance for Q3 2025 includes total net sales projected between $165 million and $175 million, with an adjusted EBITDA margin expected to range from 23% to 25% [10][11]

Financial Data and Key Metrics Changes - The company reported net sales of $201.1 million for Q1 2025, a decrease of $2.3 million or 1.1% from Q1 2024 [19] - Adjusted EBITDA was $68.2 million, an increase of $13 million or 23.6% year-over-year, with an adjusted EBITDA margin of 33.9%, up approximately 680 basis points from the previous year [21][19] - Adjusted non-GAAP gross margin was 63.7%, approximately 310 basis points higher than Q1 2024, driven by a favorable sales mix and cost control initiatives [20] Business Line Data and Key Metrics Changes - Software Solutions net sales represented 42.1% of total net sales, an increase of approximately 260 basis points year-over-year [7] - ActiveDisclosure sales grew approximately 11% year-over-year, while Venue sales declined by approximately 9% [22] - The Investment Company Software Solutions segment saw net sales increase by 20.2% year-over-year, primarily driven by tailored shareholder report solutions [26] Market Data and Key Metrics Changes - Capital Markets Compliance revenue decreased by $7.8 million year-over-year, primarily due to the exit from low-margin proxy statement activities [25] - The global equity deal market showed modest recovery in January and February but faced increased volatility in March, impacting overall deal activity [25] - Approximately 75% of the company's revenue is based on recurring sources, providing stability during market volatility [14] Company Strategy and Development Direction - The company aims to derive approximately 60% of total net sales from Software Solutions by 2028, focusing on becoming a software-centric company [8] - Continued investment in software offerings and technologies, including automation and AI-driven tools, is a priority to support growth and operational efficiency [12] - The company is committed to maintaining a disciplined approach to capital allocation, including share repurchases and organic investments [32] Management's Comments on Operating Environment and Future Outlook - Management acknowledged uncertainty in the global operating environment but expressed confidence in the company's strong balance sheet and liquidity to execute its strategy [16] - The company does not anticipate significant operational impacts from recent tariffs due to its predominantly U.S.-based operations [13] - Future growth is expected to be supported by latent demand for transactions and a favorable regulatory landscape, although market volatility must subside for this to materialize [36] Other Important Information - The company amended and extended its credit agreement, providing for a $115 million Term Loan A and extending the maturity of a $300 million revolving credit facility [17] - Free cash flow for the quarter was negative $51 million, primarily due to unfavorable working capital timing [30] - The company repurchased approximately 861,000 shares for $41.8 million during the first quarter, with additional repurchases in April [31] Q&A Session Summary Question: What drove the higher margins and revenue performance? - Management attributed the higher margins to incremental cost reduction actions and higher capital markets transactional sales, which exceeded guidance [38][39] Question: Can you provide more detail on Q2 segment-level guidance? - Management expects ActiveDisclosure to continue performing well, while Venue will face tough comparisons. Compliance revenue is expected to decline modestly [42][43] Question: How has the active disclosure side performed in terms of market share? - Management noted continued progress in client growth and revenue retention, with a strong market position in active disclosure services [54][60] Question: What is the outlook for share repurchases? - Management indicated a consistent approach to being more aggressive at lower prices while maintaining share repurchases as a priority in capital deployment [79][82]

Financial Data and Key Metrics Changes - The company reported net sales of $201.1 million for Q1 2025, a decrease of $2.3 million or 1.1% from Q1 2024 [18] - Adjusted EBITDA was $68.2 million, an increase of $13 million or 23.6% year-over-year, with an adjusted EBITDA margin of 33.9%, up approximately 680 basis points from the previous year [20] - Adjusted non-GAAP gross margin was 63.7%, approximately 310 basis points higher than Q1 2024, driven by a favorable sales mix and cost control initiatives [18][19] Business Line Data and Key Metrics Changes - Software Solutions net sales represented 42.1% of total net sales, an increase of approximately 260 basis points from the previous year, with organic growth of about 6% [6][7] - ActiveDisclosure sales grew approximately 11%, while Venue sales declined by about 9% year-over-year [20][21] - Capital Markets Compliance and Communications Management segment net sales decreased by $7.2 million or 7.6% on an organic basis, primarily due to lower compliance volume [24] Market Data and Key Metrics Changes - Approximately 75% of the company's revenue is based on recurring sources, providing stability during market volatility [14] - The global deal environment remained soft, with capital markets transactional revenue at $48.6 million, a modest increase from the previous year [24] - The company maintained a strong market share despite the challenging transactional environment [24] Company Strategy and Development Direction - The company aims to derive approximately 60% of total net sales from Software Solutions by 2028, focusing on becoming a software-centric company [7] - Investments are being made in software offerings and technologies, including automation and AI-driven tools, to modernize operations and enhance client experience [12] - The company is prioritizing high-quality transactions and has seen a reduction in bad debt expense due to this strategy [19][38] Management's Comments on Operating Environment and Future Outlook - Management anticipates a challenging operating environment driven by market volatility and ongoing uncertainty, with expectations for Q2 2025 net sales in the range of $215 million to $235 million [31] - The company does not foresee significant impacts from recently announced tariffs due to its predominantly U.S.-based operations [13] - Management remains optimistic about the latent demand for transactions and a favorable regulatory landscape supporting future growth [15][34] Other Important Information - The company repurchased approximately 861,000 shares for $41.8 million during Q1 2025, with an additional 657,000 shares repurchased in April [30] - Free cash flow for the quarter was negative $51 million, primarily due to unfavorable working capital timing [28][29] - The company amended and extended its credit agreement, providing for a $115 million Term Loan A and extending the maturity of a $300 million revolving credit facility [16] Q&A Session Summary Question: What drove the higher margins and revenue performance? - Management attributed the higher margins to incremental cost reduction actions and higher capital markets transactional sales, which exceeded guidance [36][37] Question: Can you provide more detail on Q2 guidance by segment? - Management expects ActiveDisclosure to perform well, while Venue will face tough comparisons. Compliance revenue is expected to decline modestly [40][41] Question: How is the competitive landscape for ActiveDisclosure? - Management noted that they are seeing good progress in client acquisition and pricing, with a strong market position due to their ability to invest in software features [51][52] Question: What is the outlook for ARC Suite growth? - Management indicated that growth is expected to continue, driven by the tailored shareholder report regulation and strong fundamentals in the ARC Suite platform [67][70] Question: Will share buybacks continue at the current pace? - Management confirmed that they will remain aggressive with share repurchases at lower prices while maintaining a disciplined approach to capital deployment [77][81]