DFIN

EX-99.1

2 dfin-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

DFIN Reports Second-Quarter 2026 Results

CHICAGO – July 30, 2026 – Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company” or “DFIN”) today reported financial results for the second quarter of 2026.

Second-Quarter 2026

Second-Quarter 2025

$ Change

% Change

Net Sales

$224.2 million

$218.1 million

$6.1 million

2.8%

Net Earnings

$36.4 million

$36.1 million

$0.3 million

0.8%

Adjusted EBITDA(a)

$82.3 million

$76.3 million

$6.0 million

7.9%

Operating Cash Flow(b)

$74.7 million

$68.4 million

$6.3 million

9.2%

Free Cash Flow(a)

$61.2 million

$51.7 million

$9.5 million

18.4%

Diluted Shares Outstanding(c)

25.3 million

28.2 million

(2.9 million)

(10.3%)

Highlights for the second quarter of 2026:

• Total net sales of $224.2 million, an increase of $6.1 million, or 2.8%, from the second quarter of 2025. Total net sales were comprised of:

o Software solutions net sales of $99.4 million, an increase of $7.2 million, or 7.8%,

o Tech-enabled services net sales of $90.2 million, an increase of $5.0 million, or 5.9%,

o Print and distribution net sales of $34.6 million, a decrease of $6.1 million, or 15.0%.

• Software solutions net sales accounted for 44.3% of total net sales, up from 42.3% in the second quarter of 2025.

• Net earnings of $36.4 million, or $1.44 per diluted share, as compared to $36.1 million, or $1.28 per diluted share, in the second quarter of 2025.

• Adjusted EBITDA(a) of $82.3 million, up $6.0 million, or 7.9%, from the second quarter of 2025; Adjusted EBITDA margin(a) of 36.7%, up approximately 170 basis points from the second quarter of 2025.

• Gross leverage(a) of 0.8x and net leverage(a) of 0.7x as of June 30, 2026.

• The Company repurchased 763,451 shares for approximately $34.7 million at an average price of $45.48 per share. As of June 30, 2026, there was $125.4 million remaining on our current $150 million share repurchase authorization.

• Appointed Ken Napolitano as Chief Revenue Officer to advance the Company’s sales transformation and support its long-term growth strategy.

(a) Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, gross leverage and net leverage are non-GAAP financial measures that exclude the impact of certain items noted in the reconciliation tables below. The tables below provide reconciliations to the most comparable GAAP measures.

(b) Defined as net cash provided by operating activities.

(c) Defined as diluted weighted-average number of common shares outstanding.

“We are pleased with our strong second-quarter results, which reflect continued momentum in our operating performance, as we delivered the third consecutive quarter of consolidated net sales growth, an increase in Adjusted EBITDA, and Adjusted EBITDA margin expansion. Total net sales increased by 2.8% from the second quarter of 2025, primarily driven by a rebound in capital markets transactional activity as well as continued growth of our software solutions, despite a moderate decline in traditional compliance revenue, part of which was related to lower print and distribution revenue. The growth in higher-margin capital markets transactional and software solutions net sales, along with the impact of permanent changes to our cost structure and ongoing operating efficiencies, expanded second-quarter Adjusted EBITDA margin to 36.7%, an increase of approximately 170 basis points year-over-year. Additionally, improved profitability combined with lower capital expenditures resulted in strong improvements in both operating cash flow and free cash flow,” said Daniel N. Leib, DFIN’s President and Chief Executive Officer.

Leib continued, “During the second quarter, we continued to execute our strategy to expand the adoption of our software solutions offerings. We delivered record quarterly software solutions net sales of $99.4 million, an increase of 7.8% compared to the second quarter of 2025, driven by the continued momentum in ActiveDisclosure, a component of our compliance offerings, which grew approximately 29%. Venue delivered strong sequential net sales improvement, which resulted in modest year-over-year growth despite overlapping a large project which benefited last year’s second-quarter sales. Software solutions net sales made up 44.3% of second-quarter 2026 total net sales, an increase from 42.3% of last year’s second-quarter sales mix. In addition, the capital markets transactional environment remained active during the second quarter, despite heightened geopolitical uncertainty and market volatility, resulting in better-than-expected transactional revenue.”

“Our second-quarter performance, including the momentum of our top- and bottom-line results, highlights the progress we are making in our transformation. Our strategy and focus have resulted in DFIN being fundamentally and sustainably more profitable, as we continue to invest to achieve a more recurring sales mix, while aggressively managing

EX-99.1

2 dfin-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

DFIN Reports First-Quarter 2026 Results

CHICAGO – May 5, 2026 – Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company” or “DFIN”) today reported financial results for the first quarter of 2026.

First-Quarter 2026

First-Quarter 2025

$ Change

% Change

Net Sales

$205.5 million

$201.1 million

$4.4 million

2.2%

Net Earnings

$33.5 million

$31.0 million

$2.5 million

8.1%

Adjusted EBITDA(a)

$70.6 million

$68.2 million

$2.4 million

3.5%

Operating Cash Flow(b)

($5.6 million)

($37.7 million)

$32.1 million

85.1%

Free Cash Flow(a)

($16.0 million)

($51.0 million)

$35.0 million

68.6%

Diluted Shares Outstanding(c)

26.3 million

29.5 million

(3.2 million)

(10.8%)

Highlights for the first quarter of 2026:

• Total net sales of $205.5 million, an increase of $4.4 million, or 2.2%, from the first quarter of 2025.

• Software solutions net sales of $91.7 million, an increase of 8.4% from the first quarter of 2025; Software solutions net sales accounted for 44.6% of total net sales, up from 42.1% in the first quarter of 2025.

• Net earnings of $33.5 million, or $1.27 per diluted share, as compared to $31.0 million, or $1.05 per diluted share, in the first quarter of 2025.

• Adjusted EBITDA(a) of $70.6 million, up $2.4 million, or 3.5%, from the first quarter of 2025; Adjusted EBITDA margin(a) of 34.4%, up approximately 50 basis points from the first quarter of 2025.

• Operating Cash Flow(b) improvement of $32.1 million and Free Cash Flow(a) improvement of $35.0 million from the first quarter of 2025.

• Gross leverage(a) of 0.9x and net leverage(a) of 0.8x as of March 31, 2026.

• The Company repurchased 594,782 shares for approximately $28.3 million at an average price of $47.58 per share. The Board of Directors authorized a new share repurchase program of up to $150 million, commencing on April 17, 2026, with an expiration date of December 31, 2027. This replaces the previous authorization, which had $25.5 million remaining as of March 31, 2026.

(a) Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, gross leverage and net leverage are non-GAAP financial measures that exclude the impact of certain items noted in the reconciliation tables below. The tables below provide reconciliations to the most comparable GAAP measures.

(b) Defined as net cash used in operating activities.

(c) Defined as diluted weighted-average number of common shares outstanding.

“We are pleased with the continued momentum in our performance during the first quarter, including consolidated net sales growth, an increase in Adjusted EBITDA, and Adjusted EBITDA margin expansion compared to the first quarter of 2025. Software solutions net sales increased 8.4% versus the first quarter of 2025, driven by the performance of ActiveDisclosure, a component of our compliance platform, which grew approximately 21%. Software solutions net sales accounted for 44.6% of total first-quarter net sales, up approximately 250 basis points from last year’s first-quarter sales mix, despite a moderate increase in print and distribution net sales as a result of a large special proxy project. Our first-quarter results once again demonstrated the durability of our operating model across various market conditions,” said Daniel N. Leib, DFIN’s President and Chief Executive Officer.

Leib continued, “The level of capital markets deal activity remained strong to start the year, though heightened market volatility stemming from rising geopolitical conflicts dampened deal activity in March. Despite the increased uncertainty, our performance resulted in better-than-expected first-quarter capital markets transactional revenue. Adjusted EBITDA margin expanded to 34.4% in the quarter, approximately 50 basis points higher than last year’s first quarter, and reflects our evolving sales mix, permanent changes to our cost structure, and operating efficiencies. Additionally, improved working capital management combined with lower capital expenditures resulted in strong year-over-year improvements in both operating cash flow and free cash flow.”

“Entering the second quarter, despite the recent volatility in market and macroeconomic conditions, our strong mix of recurring compliance offerings provides a stable foundation to execute our strategy. Moving forward, our focus remains unchanged – invest to improve our sales mix, aggressively manage our cost structure, and allocate capital in a disciplined manner – all aimed at enhancing our ability to continue to execute our software-focused strategy. Our portfolio of market-leading regulatory and compliance offerings and deep domain and service expertise position us well to serve the current and future needs of our clients,” Leib concluded.

Net Sales

Net sales in the first quarter of 2026 were $205.5 million, an increase of $4.4 million, or 2.2%, from the first quarter of 2025. Net sales increased primarily due to growth in software solut

8-K

false000166981100016698112026-02-172026-02-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 17, 2026

Donnelley Financial Solutions, Inc. (Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

001-37728

36-4829638

(Commission File Number)

(IRS Employer Identification No.)

391 Steel Way,

Lancaster, Pennsylvania

17601

(Address of Principal Executive Offices)

(Zip Code)

(800) 823-5304 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value $0.01)

DFIN

NYSE

Item 2.02. Results of Operations and Financial Condition On February 17, 2026, Donnelley Financial Solutions, Inc. (the “Company”) issued a press release reporting the Company’s financial results for the fourth quarter and full year ended December 31, 2025. Information in this Item 2.02 and Exhibit 99.1 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing. Item 9.01. Financial Statements and Exhibits

99.1

Press Release issued by Donnelley Financial Solutions, Inc. on February 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DONNELLEY FINANCIAL SOLUTIONS, INC.

Date: February 17, 2026

By:

/s/ DAVID A. GARDELLA

David A. Gardella

Executive Vice President and Chief Financial Officer