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]