Daniel N. Leib: Thank you, Michael. And good morning, everyone. We finished 2025 by delivering strong fourth quarter results, highlighted by 10.4% consolidated net sales growth, year-over-year growth in adjusted EBITDA, and strong adjusted EBITDA margin. Double-digit growth in both our software solutions and event-driven transactional offerings were key components of our strong top- and bottom-line performance. In addition, given our stock trading levels, strong balance sheet, and perspective on long-term v ...

Donnelley Financial Solutions (NYSE:DFIN) Q4 2025 Earnings call February 17, 2026 09:00 AM ET Company ParticipantsCharlie Strauzer - Senior Managing DirectorCraig Clay - President of Global Capital MarketsDan Leib - President and CEODave Gardella - CFOEric Johnson - President of Global Investment CompaniesMike Zhao - Head of Investor RelationsPete Heckmann - Managing DirectorRoss Cole - Equity Research AssociateOperatorI would now like to turn the conference over to Mike Zhao, Head of Investor Relations. Pl ...

Financial Data and Key Metrics Changes - The company achieved a consolidated net sales growth of 10.4% year-over-year in Q4 2025, with Adjusted EBITDA increasing by $14.1 million or approximately 44% year-over-year, resulting in an Adjusted EBITDA margin of 26.6%, up 630 basis points from the previous year [4][5][26] - For the full year 2025, consolidated Adjusted EBITDA reached $239.8 million, a 10.4% increase year-over-year, with an Adjusted EBITDA margin of 31.3%, up 350 basis points from 2024 [6][19] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 8.7% year-over-year to $358.4 million, representing approximately 47% of total net sales for 2025 [9][19] - The capital market software solutions segment saw net sales of $60 million, a 20% increase year-over-year, driven by strong growth in Venue and Active Disclosure, both up approximately 20% [27] - The investment company's software solution segment reported net sales of $30.9 million, a decrease of 2.2% year-over-year, attributed to tough comparisons from a strong Q4 2024 [32] Market Data and Key Metrics Changes - The company recorded $48.6 million in transactional revenue in Q4 2025, a 29% increase year-over-year, benefiting from a recovery in deal completions following a government shutdown [30] - The company maintained a high market share for large IPOs, capturing 65% of IPOs that raised over $100 million in Q4 2025 [60] Company Strategy and Development Direction - The company is transitioning to chapter three of its transformation, focusing on sustained growth and increasing the mix of predictable revenue from recurring offerings [19][20] - The introduction of new products like ArcFlex and enhancements in AI capabilities are aimed at capturing additional market demand and improving operational efficiency [15][16][18] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the ongoing momentum in capital markets and expects to capture an uptick in deal activity in 2026, despite a continued decline in print and distribution sales [20][38] - The company does not anticipate major SEC rule changes for 2026 but is well-positioned to capture demand from future regulations [22] Other Important Information - The company repurchased approximately 3.6 million shares in 2025, representing about 12% of outstanding shares, at an average price of $48.36 per share [4][36] - Free cash flow for Q4 was $47.9 million, with a full-year total of $107.8 million, reflecting improved operational performance [35] Q&A Session Summary Question: How much of the outperformance in Q4 was volume versus price? - Management indicated that the outperformance was predominantly driven by volume, particularly in capital markets transactional revenue, with a modest contribution from price [48] Question: Can you provide more color on the drivers behind the strong margins? - Management attributed the strong margins to a favorable sales mix, cost structure improvements, and operating leverage from increased sales, with long-term guidance for margins above 30% [50] Question: How does the potential opportunity in capital allocation look given recent valuation multiples? - Management noted that while valuations have contracted, there may be interesting opportunities as companies seek liquidity, and they continue to monitor the situation [52] Question: Can you discuss the relative TAM for ArcFlex compared to ArcSuite? - Management confirmed that ArcFlex can be sold as a standalone product, with significant interest in the market for alternative investment solutions [56] Question: What is the outlook for IPO activity and DFIN's share in traditional IPOs? - Management highlighted a strong share in larger IPOs, with a 70% share of offerings greater than $1 billion in 2025, indicating readiness to support complex deals [61]

Donnelley Financial Solutions (NYSE:DFIN) Q4 2025 Earnings call February 17, 2026 09:00 AM ET Speaker5I would now like to turn the conference over to Mike Zhao, Head of Investor Relations. Please go ahead.Speaker4Thank you. Good morning, everyone, and thank you for joining Donnelley Financial Solutions' fourth quarter and full year 2025 results conference call. This morning, we released our earnings report, including a set of supplemental trending schedules of historical results, copies of which can be foun ...

Investor Presentation February 2026 DFINsolutions.com © 2026 DFIN. All rights reserved This presentation is the intellectual property of DFIN. The ideas expressed in it may not be adopted or reproduced without prior permission from and compensation to DFIN. Forward Looking Statements and Use of Non-GAAP Financial Measures USE OF FORWARD-LOOKING STATEMENTS This presentation includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Secur ...

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 - 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]

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]