Donnelley Financial Solutions, Inc.
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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Sep 30, 2025 · Filed Oct 29, 2025
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Director or Officer Adoption or Termination of Trading Agreements
On September 11, 2025, Daniel N. Leib, the Company’s President and Chief Executive Officer, adopted a trading plan with respect to the sale of 40,000 shares of common stock, granted to Mr. Leib as equity incentive compensation (the “Leib Plan”). The Leib Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Pursuant to the Leib Plan, if the market price of the Company’s common stock is within a specified price range during a trading window between February 23, 2026 and March 13, 2026, up to 40,000 shares of common stock will be sold at the market price.
Amendment to Dan Leib Employment Agreement, Executive Severance Plan and Form Award Agreements
On October 27, 2025, the Company entered into a side letter agreement (the “Letter Agreement”) with Daniel N. Leib, the Company’s Chief Executive Officer and President and a Director of the Company, to amend Mr. Leib’s amended and restated employment agreement dated July 13, 2017 (the “Employment Agreement”), as previously amended on April 10, 2018 and July 15, 2020. The Letter Agreement provides for treatment of compensation and benefits in the event Mr. Leib’s employment terminates after he attains at least age 62 due to his “retirement” (as defined in the Letter Agreement). Mr. Leib is currently 59 years old.
Under the terms of the Letter Agreement, if Mr. Leib’s employment terminates due to his retirement, the Company will provide him with a pro-rata annual bonus based on performance for the year in which his retirement occurs (and any unpaid annual bonus for the prior year) and continued subsidized medical, dental and vision insurance coverage benefits for twenty-four months.
In addition, equity and cash-based long-term awards that are granted to Mr. Leib on or following January 1, 2026 will be treated as follows, provided that Mr. Leib’s retirement occurs on or after the six month anniversary of the date of grant: all unvested time-based awards will continue to vest, and all unvested performance-based awards will vest pro-rata based on the number of days Mr. Leib was employed by the Company during the applicable performance period and will be calculated based on actual performance attained.
The awards that vest or continue to vest due to Mr. Leib’s retirement will be payable when such award is payable pursuant to the applicable award agreement, and any such awards that are stock options will remain exercisable for the full term of such stock option. In the event of Mr. Leib’s death or disability or a change in control occurs (as defined in the Employment Agreement) prior to the time such award is payable pursuant to the applicable award agreement, such time-based awards will become fully vested and such performance-based awards will be calculated based on target performance with respect to any open performance period as of such death, disability or change in control, as applicable, and such awards will be distributed following such death, disability or change in control, as applicable.
All other terms and conditions of the Employment Agreement remain in full force and effect.
The foregoing description of the Letter Agreement is a summary and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In addition, the Company amended its Amended & Restated Executive Severance Plan effective as of October 27, 2025 (the “Executive Severance Plan”) and approved forms of award agreements effective as of October 27, 2025 for performance unit awards and restricted stock unit awards. The Executive Severance Plan and form of award agreement for performance units clarify that performance-based awards will be payable in specified terminations of employment based upon actual performance attained for any completed performance periods and at target performance with respect to any open performance periods. The foregoing descriptions of the Executive Severance Plan and forms of award agreements are summaries and are qualified in their entirety by the full text of the Executive Severance Plan and forms of award agreement, which are attached hereto as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and are incorporated herein by reference.
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