Donnelley Financial Solutions, Inc.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 17, 2026
DFIN$66.98-0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-18.
0000950170-25-022207
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-17.
0001193125-26-054586
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 161 previous paragraphs and 133 current paragraphs.
56 unchanged; 45 reworded; 31 added; 57 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Income from operations for the year ended December 31, 2025 increased by $4.5 million, or 3.3%, to $141.1 million from $136.6 million for the year ended December 31, 2024. Income from operations increased primarily due to lower cost of sales of $17.5 million and lower SG&A expenses of $13.0 million, partially offset by lower net sales of $14.9 million, as described above, a net gain of $9.8 million on the sale of land during the year ended December 31, 2024 and higher restructuring, impairment and other charges, net of $3.8 million. The lower cost of sales is largely driven by lower sales volumes, cost control initiatives and lower overhead costs, whereas the lower SG&A expenses are primarily driven by cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million.
Current report
Pension Plan Termination and Settlement
Current report
In August 2024, the Company executed an amendment to commence the process of terminating the Company’s primary defined benefit plan (the “Plan”). During the year ended December 31, 2025, the Company settled the Plan obligations through a combination of lump sum payments to certain Plan participants and the purchase of a non-participating irrevocable group annuity contract (the “Plan Settlement”). In connection with the Plan Settlement, the Company made an $11.3 million, net cash contribution to fully fund the Plan.
Current report
As a result of the Plan Settlement, the Company remeasured the Plan’s assets and obligations and recognized a non-cash settlement charge of $82.8 million during the year ended December 31, 2025, due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss on the audited Consolidated Balance Sheets. The Plan Settlement was recorded within Corporate.
Current report
Net sales of software solutions of $358.4 million for the year ended December 31, 2025 increased $28.7 million, or 8.7%, as compared to the year ended December 31, 2024. Net sales of software solutions increased due to $12.7 million of higher ActiveDisclosure net sales, $6.5 million of increases in non-TSR-related Arc Suite net sales, $5.8 million of higher net sales from the Company’s TSR offering and $3.7 million of higher Venue net sales.
Current report
Income from operations of $141.1 million for the year ended December 31, 2025 increased $4.5 million, or 3.3%, as compared to the year ended December 31, 2024. Income from operations increased primarily due to lower cost of sales of $17.5 million and lower SG&A expenses of $13.0 million, partially offset by lower net sales of $14.9 million, as described above, a net gain of $9.8 million on the sale of land during the year ended December 31, 2024 and higher restructuring, impairment and other charges, net of $3.8 million. The lower cost of sales is largely driven by lower sales volumes, cost control initiatives and lower overhead costs, whereas the lower SG&A expenses are primarily driven by cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million.
Current report
Pension plan settlement charge of $82.8 million for the year ended December 31, 2025 consisted of a non-cash loss on the settlement of the Company’s Plan due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss on the audited Consolidated Balance Sheets. Refer to Note 7, Retirement Plans, to the audited Consolidated Financial Statements for further information.
Current report
Net sales of $230.0 million for the year ended December 31, 2025 increased $16.4 million, or 7.7%, as compared to the year ended December 31, 2024, due to higher ActiveDisclosure net sales of $12.7 million and higher Venue net sales of $3.7 million, both primarily due to increased volumes.
Current report
Segment Adjusted EBITDA of $75.0 million for the year ended December 31, 2025 increased $11.5 million, or 18.1%, as compared to the year ended December 31, 2024, primarily due to higher net sales of $16.4 million, partially offset by higher SG&A expenses of $4.5 million, largely driven by higher selling expense and higher bad debt expense of $1.1 million, partially offset by cost control initiatives.
Current report
Segment Adjusted EBITDA margin increased by approximately 290 basis points (“bps”) from 29.7% for the year ended December 31, 2024 to 32.6% for the year ended December 31, 2025, primarily due to an approximately 180 bps and 120 bps decrease in cost of sales and SG&A expenses as a percentage of net sales, respectively, largely driven by higher net sales.
Current report
Net sales of $296.2 million for the year ended December 31, 2025 decreased $25.5 million, or 7.9%, as compared to the year ended December 31, 2024, primarily due to lower tech-enabled services net sales of $18.4 million, driven by a decline in both compliance and transactional volumes, and lower print and distribution net sales of $7.1 million, primarily driven by a decline in compliance volumes.
Current report
Segment Adjusted EBITDA of $113.8 million for the year ended December 31, 2025 increased $2.9 million, or 2.6%, as compared to the year ended December 31, 2024, primarily due to lower SG&A expenses of $19.6 million and lower cost of sales of $9.0 million, partially offset by lower net sales of $25.5 million. The decrease in SG&A expenses was primarily due to lower bad debt expense of $7.4 million, a lower allocation of overhead costs, lower selling expense and cost control initiatives, whereas the lower cost of sales of $9.0 million was primarily due to a lower allocation of overhead costs, cost control initiatives and lower sales volumes.
Current report
Net sales of $128.4 million for the year ended December 31, 2025 increased $12.3 million, or 10.6%, as compared to the year ended December 31, 2024, due to higher non-TSR-related net sales of $6.5 million, largely driven by price increases, and higher net sales of $5.8 million from the Company’s TSR offering, primarily within ArcReporting and ArcDigital.
Current report
Segment Adjusted EBITDA of $50.3 million for the year ended December 31, 2025 increased $10.6 million, or 26.7%, as compared to the year ended December 31, 2024, primarily due to higher net sales of $12.3 million, partially offset by higher cost of sales of $3.5 million, largely driven by higher product development costs of $1.4 million and higher sales volumes.
Current report
Segment Adjusted EBITDA margin increased by approximately 500 bps from 34.2% for the year ended December 31, 2024 to 39.2% for the year ended December 31, 2025, primarily due to an approximately 370 bps and 130 bps decrease in SG&A expenses and cost of sales as a percentage of net sales, respectively, largely driven by price increases.
Current report
Net sales of $112.4 million for the year ended December 31, 2025 decreased $18.1 million, or 13.9%, as compared to the year ended December 31, 2024, primarily due to lower print and distribution net sales of $14.0 million, largely driven by a decline in compliance volumes.
Current report
Segment Adjusted EBITDA of $39.6 million for the year ended December 31, 2025 decreased $1.9 million, or 4.6%, as compared to the year ended December 31, 2024, primarily due to lower net sales of $18.1 million, partially offset by lower cost of sales of $12.4 million, largely driven by lower sales volumes and a lower allocation of overhead costs.
Current report
Segment Adjusted EBITDA margin increased by approximately 340 bps from 31.8% for the year ended December 31, 2024 to 35.2% for the year ended December 31, 2025, primarily due to an approximately 240 bps decrease in cost of sales as a percentage of net sales, largely driven by a lower allocation of overhead costs.
Current report
Pension plan settlement charge—The year ended December 31, 2025 included an $82.8 million non-cash loss on the settlement of the Company’s Plan due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss. Refer to Note 7, Retirement Plans, to the audited Consolidated Financial Statements for additional information.
Current report
Gain on investments in equity securities—Included a gain of $0.1 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively.
Current report
On July 4, 2025, an act to provide for reconciliation pursuant to title II of H. Con. Res. 14, commonly referred to as the “One Big Beautiful Bill Act” (the “Act”) was signed into law. The Act changes the timing of certain tax deductions, including depreciation expense, research and development (R&D) expenditures and interest expense. Aspects of the Act became effective for the Company in the third quarter of 2025, with certain additional impacts coming into effect in 2026 and beyond. The Company expects certain provisions of the Act to change the timing of cash tax payments related to 2025 and future periods, but does not expect the enacted legislation to have a material impact on its income tax expense in future periods.
Current report
Net cash provided by operating activities was $164.9 million for the year ended December 31, 2025, as compared to $171.1 million for the year ended December 31, 2024. The change in net cash provided by operating activities of $6.2 million was primarily due to a decrease in net earnings of $60.0 million, which was largely driven by the $82.8 million non-cash pension plan settlement charge ($60.3 million after-tax), as well as the following factors:
Current report
Accrued liabilities and other decreased operating cash flows by $22.6 million more during the year ended December 31, 2025, primarily due to higher 2025 payments of employee-related compensation, including incentive compensation and sales commissions, as a result of the Company’s 2024 operating results and lower current year accruals.
Current report
Receivables, net decreased operating cash flows by $10.8 million more during the year ended December 31, 2025, primarily due to the timing of collections.
Current report
The Company's income tax payments decreased by $16.2 million to $24.6 million for the year ended December 31, 2025 from $40.8 million for the year ended December 31, 2024, primarily due to the favorable treatment of R&D expenditures under the Act for the year ended December 31, 2025.
Current report
The Company used the proceeds of the Term Loan A Facility and the Revolving Facility to retire the full $125.0 million of the Company’s then-outstanding Delayed Draw Term Loan A Facility. Under the Amended and Restated Credit Agreement, the Term Loan A Facility bears interest at a rate equal to the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 2.00% to 2.50% based on the Company’s Consolidated Net Leverage Ratio. The principal amount of the loans outstanding under the Term Loan A Facility is due and payable in equal quarterly installments of 1.25% of the original principal amount of the loans during the first three years after funding, beginning on June 30, 2025, and 2.50% of the original principal amount of the loans thereafter. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The entire unpaid principal amount of the loans will be due and payable in full on March 13, 2030.
Current report
Quantitative Assessment for Impairment—As of October 31, 2025, the Company performed a quantitative assessment for the CM-SS, CM-CCM and IC-SS reporting units. The analysis performed included estimating the fair value of the reporting units using both the income and market approaches. The income approach requires management to estimate a number of factors, including projected future operating results, anticipated future cash flows, discount rates and the allocation of shared assets and certain corporate expenses. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. The income and market approaches were weighted equally to estimate the concluded fair value of the reporting unit.
Current report
The determination of fair value in the quantitative assessment requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies and an appropriate market multiple, the discount rate; terminal growth rates; and forecasts of revenue, operating income and capital expenditures.
Current report
As a result of the quantitative assessment for CM-SS, CM-CCM and IC-SS, the estimated fair value exceeded the carrying value and no goodwill impairment charge was recorded for the year ended December 31, 2025. As of December 31, 2025, the goodwill balances of the CM-SS, CM-CCM and IC-SS reporting units were $100.0 million, $252.7 million and $53.1 million, respectively.
Current report
Software, net
Removed paragraphs (57)
Previous report
Income from operations for the year ended December 31, 2024 increased by $26.6 million, or 24.2%, to $136.6 million from $110.0 million for the year ended December 31, 2023. Income from operations increased primarily due to higher software solutions net sales, cost control initiatives, a net gain on the sale of land, lower consulting expense and a favorable sales mix, partially offset by lower compliance and transactional volumes, higher incentive compensation expense, higher selling expense as a result of the increase in software solutions net sales and higher bad debt expense.
Previous report
Net sales of software solutions of $329.7 million for the year ended December 31, 2024 increased $37.0 million, or 12.6%, as compared to the year ended December 31, 2023. Net sales of software solutions increased primarily due to higher Venue volumes, price increases and the Company’s TSR offering, partially offset by the disposition of the eBrevia business in the fourth quarter of 2023.
Previous report
Software solutions cost of sales of $107.4 million for the year ended December 31, 2024 decreased $1.3 million, or 1.2%, as compared the year ended December 31, 2023. Software solutions cost of sales decreased primarily due to a favorable sales mix and cost control initiatives, partially offset by higher sales volumes. As a percentage of software solutions net sales, software solutions costs of sales decreased 4.5%, primarily driven by a favorable sales mix, price increases and cost control initiatives.
Previous report
Income from operations of $136.6 million for the year ended December 31, 2024 increased $26.6 million, or 24.2%, as compared to the year ended December 31, 2023. Income from operations increased primarily due to higher software solutions net sales, cost control initiatives, a net gain on the sale of land, lower consulting expense and a favorable sales mix, partially offset by lower compliance and transactional volumes, higher incentive compensation expense, higher selling expense as a result of the increase in software solutions net sales and higher bad debt expense.
Previous report
Investment and other income, net of $1.4 million for the year ended December 31, 2024 decreased $6.4 million, or 82.1%, as compared to the year ended December 31, 2023, primarily due to a net realized gain of $7.0 million from the sales of investments in equity securities during the year ended December 31, 2023. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for further information.
Previous report
Net sales of software solutions of $292.7 million for the year ended December 31, 2023 increased $13.1 million, or 4.7%, as compared to the year ended December 31, 2022. Net sales of software solutions increased primarily due to Venue and ActiveDisclosure price increases, higher Venue volumes, higher ArcRegulatory, ArcPro and ArcDigital volumes and price increases, partially offset by the disposition of the EOL and eBrevia businesses in the fourth quarters of 2022 and 2023, respectively.
Previous report
Net sales of tech-enabled services of $336.9 million for the year ended December 31, 2023 decreased $44.0 million, or 11.6%, as compared to the year ended December 31, 2022. Net sales of tech-enabled services decreased primarily due to lower capital markets transactional and compliance volumes.
Previous report
Net sales of print and distribution of $167.6 million for the year ended December 31, 2023 decreased $5.5 million, or 3.2%, as compared to the year ended December 31, 2022. Net sales of print and distribution decreased primarily due to lower capital markets transactional and compliance volumes, partially offset by higher investment companies transactional volumes.
Previous report
Tech-enabled services cost of sales of $127.6 million for the year ended December 31, 2023 decreased $13.5 million, or 9.6%, as compared to the year ended December 31, 2022. Tech-enabled services cost of sales decreased primarily due to lower sales volumes, cost control initiatives and a lower allocation of technology-related expenses, partially offset by an unfavorable sales mix. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 0.9%, primarily driven by an unfavorable sales mix, partially offset by cost control initiatives and a lower allocation of technology-related expenses.
Previous report
SG&A expenses of $282.1 million for the year ended December 31, 2023 increased $18.1 million, or 6.9%, as compared to the year ended December 31, 2022. SG&A expenses increased primarily due to a higher allocation of technology-related expense, higher bad debt expense, higher employee-related expenses driven by additional headcount in areas that support the Company's strategic initiatives, higher share-based compensation expense, higher third-party services and higher incentive compensation expense, partially offset by cost control initiatives and lower selling expense as a result of the decrease in sales volumes. As a percentage of net sales, SG&A expenses increased from 31.7% for the year ended December 31, 2022 to 35.4% for the year ended December 31, 2023, primarily driven by a higher allocation of technology-related expense, higher bad debt expense, higher employee-related expenses, higher share-based compensation expense, higher third-party services and higher incentive compensation expense, partially offset by cost control initiatives and lower selling expense as a result of the decrease in sales volumes.
Previous report
Depreciation and amortization of $56.7 million for the year ended December 31, 2023 increased $10.4 million, or 22.5%, as compared to the year ended December 31, 2022, primarily due to additional software development and higher other intangible assets amortization expense.
Previous report
Restructuring, impairment and other charges, net of $9.8 million for the year ended December 31, 2023 increased $2.1 million, or 27.3%, as compared to the year ended December 31, 2022. For the year ended December 31, 2023, these charges included $9.2 million of employee termination costs for approximately 170 employees. For the year ended December 31, 2022, these charges included $6.8 million of employee termination costs for approximately 130 employees. Refer to Note 6, Restructuring, Impairment and Other Charges, net, to the audited Consolidated Financial Statements for further information.
Previous report
Other operating loss, net of $5.3 million for the year ended December 31, 2023 included a $6.1 million loss on the disposition of the eBrevia business. Other operating loss, net of $0.4 million for the year ended December 31, 2022 included a $0.7 million loss on the disposition of the EOL business. Refer to Note 3, Acquisition and Dispositions, to the audited Consolidated Financial Statements for further information.
Previous report
Income from operations of $110.0 million for the year ended December 31, 2023 decreased $35.0 million, or 24.1%, as compared to the year ended December 31, 2022. Income from operations decreased primarily due to lower sales volumes, an unfavorable sales mix, higher depreciation and amortization expense, a $6.1 million loss on the disposition of the eBrevia business and higher bad debt expense, partially offset by cost control initiatives and lower selling expense as a result of the decrease in sales volumes.
Previous report
Interest expense, net of $15.8 million for the year ended December 31, 2023 increased $6.6 million, or 71.7%, as compared to the year ended December 31, 2022. Interest expense, net increased primarily due to a higher variable interest rate on the Company's outstanding debt facilities and a higher average Revolving Facility balance during the year ended December 31, 2023. Refer to Note 10, Debt, to the audited Consolidated Financial Statements for further information.
Previous report
Investment and other income, net of $7.8 million for the year ended December 31, 2023 increased $4.3 million as compared to the year ended December 31, 2022, primarily due to a net realized gain on the sales of investments in equity securities, partially offset by a decrease in earnings on equity investments. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for further information.
Previous report
The effective income tax rate was 19.4% for the year ended December 31, 2023 compared to 26.4% for the year ended December 31, 2022. The change in the effective income tax rate was primarily driven by the tax benefit from the loss on the disposition of the eBrevia business, income tax credits, favorable return to provision adjustments and lower pre-tax earnings. Refer to Note 9, Income Taxes, to the audited Consolidated Financial Statements for further information.
Previous report
Net sales of $213.6 million for the year ended December 31, 2024 increased $27.7 million, or 14.9%, as compared to the year ended December 31, 2023, primarily due to higher Venue volumes and price increases, partially offset by a $3.8 million decrease due to the disposition of the eBrevia business.
Previous report
Segment Adjusted EBITDA of $63.5 million for the year ended December 31, 2024 increased $18.3 million, or 40.5%, as compared to the year ended December 31, 2023, primarily due to higher sales volumes, a favorable sales mix, price increases and cost control initiatives, partially offset by higher selling expense, higher incentive compensation expense and higher bad debt expense.
Previous report
Segment Adjusted EBITDA margin increased from 24.3% for the year ended December 31, 2023 to 29.7% for the year ended December 31, 2024, primarily due to a favorable sales mix, price increases and cost control initiatives, partially offset by higher selling expense, higher incentive compensation expense and higher bad debt expense.
Previous report
Net sales of $185.9 million for the year ended December 31, 2023 increased $5.7 million, or 3.2%, as compared to the year ended December 31, 2022, primarily due to Venue and ActiveDisclosure price increases and higher Venue volumes, partially offset by a $5.7 million decrease due to the disposition of the EOL and eBrevia businesses in the fourth quarters of 2022 and 2023, respectively.
Previous report
Segment Adjusted EBITDA of $45.2 million for the year ended December 31, 2023 increased $6.9 million, or 18.0%, as compared to the year ended December 31, 2022, primarily due to price increases and cost control initiatives, partially offset by higher selling expense and a higher allocation of overhead costs.
Previous report
Segment Adjusted EBITDA margin increased from 21.3% for the year ended December 31, 2022 to 24.3% for the year ended December 31, 2023, primarily due to price increases and cost control initiatives, partially offset by higher selling expense and a higher allocation of overhead costs.
Previous report
Net sales of $321.7 million for the year ended December 31, 2024 decreased $33.7 million, or 9.5%, as compared to the year ended December 31, 2023, primarily due to lower compliance and transactional volumes, partially offset by price increases.
Previous report
Segment Adjusted EBITDA of $110.9 million for the year ended December 31, 2024 decreased $8.5 million, or 7.1%, as compared to the year ended December 31, 2023, primarily due to lower sales volumes, higher bad debt expense and higher incentive compensation expense, partially offset by cost control initiatives, a lower allocation of overhead costs and lower selling expense.
Previous report
Segment Adjusted EBITDA margin increased from 33.6% for the year ended December 31, 2023 to 34.5% for the year ended December 31, 2024, primarily due to cost control initiatives, a lower allocation of overhead costs and lower selling expense, partially offset by higher bad debt expense and higher incentive compensation expense.
Previous report
Net sales of $355.4 million for the year ended December 31, 2023 decreased $54.9 million, or 13.4%, as compared to the year ended December 31, 2022, primarily due to lower transactional and compliance volumes.
Previous report
Segment Adjusted EBITDA of $119.4 million for the year ended December 31, 2023 decreased $22.0 million, or 15.6%, as compared to the year ended December 31, 2022, primarily due to lower sales volumes, an unfavorable sales mix and higher bad debt expense, partially offset by cost control initiatives and lower selling expense as a result of the decrease in sales volumes.
Previous report
Net sales of $116.1 million for the year ended December 31, 2024 increased $9.3 million, or 8.7%, as compared to the year ended December 31, 2023, primarily due to the Company’s TSR offering, impacting ArcReporting and ArcDigital, as well as Arc Suite price increases, partially offset by lower ArcRegulatory volumes.
Previous report
Segment Adjusted EBITDA of $39.7 million for the year ended December 31, 2024 increased $2.8 million, or 7.6%, as compared to the year ended December 31, 2023, primarily due to price increases and higher sales volumes, partially offset by a higher allocation of overhead costs.
Previous report
Segment Adjusted EBITDA margin decreased from 34.6% for the year ended December 31, 2023 to 34.2% for the year ended December 31, 2024, primarily due to a higher allocation of overhead costs, partially offset by price increases.
Previous report
Net sales of $106.8 million for the year ended December 31, 2023 increased $7.4 million, or 7.4%, as compared to the year ended December 31, 2022, primarily due to higher ArcRegulatory, ArcPro, and ArcDigital volumes and price increases.
Previous report
Segment Adjusted EBITDA of $36.9 million for the year ended December 31, 2023 increased $2.8 million, or 8.2%, as compared to the year ended December 31, 2022, primarily due to higher sales volumes, cost control initiatives and price increases, partially offset by higher product development costs and a higher allocation of overhead costs.
Previous report
Segment Adjusted EBITDA margin increased from 34.3% for the year ended December 31, 2022 to 34.6% for the year ended December 31, 2023, primarily due to cost control initiatives and price increases, partially offset by higher product development costs and a higher allocation of overhead costs.
Previous report
Net sales of $130.5 million for the year ended December 31, 2024 decreased $18.6 million, or 12.5%, as compared to the year ended December 31, 2023, primarily due to lower compliance and transactional volumes.
Previous report
Segment Adjusted EBITDA of $41.5 million for the year ended December 31, 2024 decreased $7.9 million, or 16.0%, as compared to the year ended December 31, 2023, primarily due to lower sales volumes and a higher allocation of overhead costs.
Previous report
Segment Adjusted EBITDA margin decreased from 33.1% for the year ended December 31, 2023 to 31.8% for the year ended December 31, 2024, primarily due to a higher allocation of overhead costs.
Previous report
Net sales of $149.1 million for the year ended December 31, 2023 increased $5.4 million, or 3.8%, as compared to the year ended December 31, 2022, primarily due to higher transactional volumes, partially offset by lower compliance volumes.
Previous report
Segment Adjusted EBITDA of $49.4 million for the year ended December 31, 2023 increased $7.6 million, or 18.2%, as compared to the year ended December 31, 2022, primarily due to higher sales volumes, a favorable sales mix and cost control initiatives, partially offset by a higher allocation of overhead costs.
Previous report
Segment Adjusted EBITDA margin increased from 29.1% for the year ended December 31, 2022 to 33.1% for the year ended December 31, 2023, primarily due to a favorable sales mix and cost control initiatives, partially offset by a higher allocation of overhead costs.
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Reworded paragraphs (45)
Previous wording
Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain costs and earnings of employee benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments. For a description of the Company’s operating segments, refer to Part I, Item 1. Business of this Annual Report.
Current wording
The Company operates its business through four operating and reportable segments: Capital Markets – Software Solutions, Capital Markets – Compliance and Communications Management, Investment Companies – Software Solutions and Investment Companies – Compliance and Communications Management. Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain expenses and income of employee benefits plans, such as pension plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments. For a description of the Company’s operating segments, refer to Part I, Item 1. Business of this Annual Report.
Previous wording
During the three months ended December 31, 2024, the Company changed the measure used by the CODM to evaluate segment profitability from income (loss) from operations to Adjusted EBITDA (“Segment Adjusted EBITDA”) in order to be consistent with changes in reporting reviewed by the CODM to evaluate the results of operations, allocate resources and make strategic decisions about the business. Segment Adjusted EBITDA is defined as earnings before interest expense, net, income tax expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as further described in Note 15, Segment Information, which management believes are not indicative of ongoing operations and segment performance. Presentation of segment profitability for the years ended December 31, 2023 and December 31, 2022 was revised to be comparable to the current period presentation. Corporate is not an operating segment and consists primarily of unallocated SG&A expenses. See Note 15, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings before income taxes.
Current wording
The Company’s operating segments are components of the business for which discrete financial information is available and reviewed regularly by the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer. The CODM regularly reviews segment net sales and Segment Adjusted EBITDA to assess segment performance and to decide how to allocate resources. Segment Adjusted EBITDA is defined as earnings before interest expense, net, income tax expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as further described in Note 15, Segment Information, which management believes are not indicative of ongoing operations and segment performance. See Note 15, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings before income taxes.
Previous wording
Net sales for the year ended December 31, 2024 decreased by $15.3 million, or 1.9%, to $781.9 million from $797.2 million for the year ended December 31, 2023, including a $0.2 million increase due to changes in foreign currency exchange rates. Net sales decreased primarily due to lower capital markets and investment companies compliance and transactional volumes, partially offset by higher Venue volumes, software price increases and higher Arc Suite volumes as a result of the Company’s TSR offering.
Current wording
Net sales for the year ended December 31, 2025 decreased by $14.9 million, or 1.9%, to $767.0 million from $781.9 million for the year ended December 31, 2024, including a $0.8 million, or 0.1%, increase due to changes in foreign currency exchange rates. Net sales decreased primarily due to lower tech-enabled services net sales of $22.5 million, primarily driven by lower capital markets compliance volumes, and lower print and distribution net sales of $21.1 million, primarily driven by lower investment companies and capital markets compliance volumes, partially offset by higher software solutions net sales of $28.7 million, primarily due to higher ActiveDisclosure net sales of $12.7 million and higher Arc Suite net sales of $12.3 million.
Previous wording
In the financial review that follows, the Company discusses its consolidated results of operations, financial condition, cash flows and certain other information. This discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto.
Current wording
In the financial review that follows, the Company discusses its consolidated results of operations, segment net sales, Segment Adjusted EBITDA, financial position, cash flows and certain other information. The Company’s cost of sales as a percentage of net sales, consolidated income from operations, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin may be affected by sales mix (i.e., a higher proportion of sales of higher or lower margin services or products relative to total sales). Sales mix can vary period to period and is impacted by regulatory filing seasonality and global capital markets volatility. This discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto.
Previous wording
Net sales of tech-enabled services of $320.8 million for the year ended December 31, 2024 decreased $16.1 million, or 4.8%, as compared to the year ended December 31, 2023. Net sales of tech-enabled services decreased primarily due to lower capital markets compliance and transactional volumes.
Current wording
Net sales of tech-enabled services of $298.3 million for the year ended December 31, 2025 decreased $22.5 million, or 7.0%, as compared to the year ended December 31, 2024. Net sales of tech-enabled services decreased due to lower capital markets net sales of $18.4 million, driven by a decline in both compliance and transactional volumes, as well as lower investment companies net sales of $4.1 million, largely driven by a decline in compliance volumes.
Previous wording
Net sales of print and distribution of $131.4 million for the year ended December 31, 2024 decreased $36.2 million, or 21.6%, as compared to the year ended December 31, 2023. Net sales of print and distribution decreased primarily due to lower capital markets compliance volumes and investment companies compliance and transactional volumes.
Current wording
Net sales of print and distribution of $110.3 million for the year ended December 31, 2025 decreased $21.1 million, or 16.1%, as compared to the year ended December 31, 2024. Net sales of print and distribution decreased due to lower investment companies net sales of $14.0 million and lower capital markets net sales of $7.1 million, both largely driven by a decline in compliance volumes.
Previous wording
Software solutions cost of sales of $108.7 million for the year ended December 31, 2023 decreased $4.7 million, or 4.1%, as compared the year ended December 31, 2022. Software solutions cost of sales decreased primarily due to cost control initiatives, partially offset by higher product development costs and a higher allocation of technology-related expenses. As a percentage of software solutions net sales, software solutions costs of sales decreased 3.5%, primarily driven by cost control initiatives and a favorable sales mix, partially offset by higher product development costs.
Current wording
Software solutions cost of sales of $111.4 million for the year ended December 31, 2025 increased $4.0 million, or 3.7%, as compared to the year ended December 31, 2024. Software solutions cost of sales increased primarily due to higher product development costs of $1.4 million and a lower allocation of overhead costs. As a percentage of software solutions net sales, software solutions costs of sales decreased 1.5%, primarily driven by $12.7 million of higher ActiveDisclosure net sales and Arc Suite price increases, partially offset by higher product development costs and a lower allocation of overhead costs.
Previous wording
Tech-enabled services cost of sales of $120.6 million for the year ended December 31, 2024 decreased $7.0 million, or 5.5%, as compared to the year ended December 31, 2023. Tech-enabled services cost of sales decreased primarily due to lower sales volumes and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased 0.3%, primarily driven by cost control initiatives.
Current wording
Tech-enabled services cost of sales of $112.8 million for the year ended December 31, 2025 decreased $7.8 million, or 6.5%, as compared to the year ended December 31, 2024. Tech-enabled services cost of sales decreased primarily due to lower sales volumes of $22.5 million, a lower allocation of overhead costs and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 0.2%.
Previous wording
Print and distribution cost of sales of $69.9 million for the year ended December 31, 2024 decreased $27.1 million, or 27.9%, as compared to the year ended December 31, 2023. Print and distribution cost of sales decreased primarily due to lower sales volumes and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 4.7%, primarily driven by cost control initiatives.
Current wording
Print and distribution cost of sales of $56.2 million for the year ended December 31, 2025 decreased $13.7 million, or 19.6%, as compared to the year ended December 31, 2024. Print and distribution cost of sales decreased primarily due to lower sales volumes of $21.1 million, a lower allocation of overhead costs and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 2.2%, primarily driven by a lower allocation of overhead costs and cost control initiatives.
Previous wording
SG&A expenses of $290.9 million for the year ended December 31, 2024 increased $8.8 million, or 3.1%, as compared to the year ended December 31, 2023. SG&A expenses increased primarily due to higher incentive compensation expense, higher selling expense as a result of the increase in software solutions net sales, higher bad debt expense and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives. As a percentage of net sales, SG&A expenses increased from 35.4% for the year ended December 31, 2023 to 37.2% for the year ended December 31, 2024, primarily driven by higher incentive compensation expense, higher selling expense, higher bad debt expense and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives.
Current wording
SG&A expenses of $277.9 million for the year ended December 31, 2025 decreased $13.0 million, or 4.5%, as compared to the year ended December 31, 2024. SG&A expenses decreased primarily due to cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million. As a percentage of net sales, SG&A expenses decreased from 37.2% for the year ended December 31, 2024 to 36.2% for the year ended December 31, 2025.
Previous wording
Depreciation and amortization of $60.2 million for the year ended December 31, 2024 increased $3.5 million, or 6.2%, as compared to the year ended December 31, 2023, primarily due to higher software amortization expense driven by additional software development and accelerated amortization expense related to discontinued software, partially offset by a decrease in other intangible asset amortization expense.
Current wording
Depreciation and amortization of $59.3 million for the year ended December 31, 2025 decreased $0.9 million, or 1.5%, as compared to the year ended December 31, 2024, primarily due to $2.8 million of accelerated amortization expense related to discontinued software recorded during the year ended December 31, 2024 and lower depreciation expense of $1.5 million, partially offset by higher software amortization expense of $3.4 million, driven by additional software development.
Previous wording
Restructuring, impairment and other charges, net of $6.6 million for the year ended December 31, 2024 decreased $3.2 million, or 32.7%, as compared to the year ended December 31, 2023. For the year ended December 31, 2024, these charges included $5.5 million of employee termination costs for approximately 70 employees. For the year ended December 31, 2023, these charges included $9.2 million of employee termination costs for approximately 170 employees. Refer to Note 6, Restructuring, Impairment and Other Charges, net, to the audited Consolidated Financial Statements for further information.
Current wording
Restructuring, impairment and other charges, net of $10.4 million for the year ended December 31, 2025 increased $3.8 million, or 57.6%, as compared to the year ended December 31, 2024, primarily due to $3.9 million of impairment charges related to certain software assets recorded during the year ended December 31, 2025. For the years ended December 31, 2025 and December 31, 2024, the Company recorded $6.1 million of employee termination costs for approximately 90 employees and $5.5 million of employee termination costs for approximately 70 employees, respectively. Refer to Note 6, Restructuring, Impairment and Other Charges, net, to the audited Consolidated Financial Statements for further information.
Previous wording
Other operating income, net of $10.3 million for the year ended December 31, 2024 included a net gain of $9.8 million on the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for further information. Other operating loss, net of $5.3 million for the year ended December 31, 2023 included a $6.1 million loss on the disposition of the eBrevia business. Refer to Note 3, Dispositions, to the audited Consolidated Financial Statements for further information.
Current wording
Other operating income, net of $10.3 million for the year ended December 31, 2024 included a net gain of $9.8 million on the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for further information.
Previous wording
Interest expense, net of $12.9 million for the year ended December 31, 2024 decreased $2.9 million, or 18.4%, as compared to the year ended December 31, 2023. Interest expense, net decreased primarily due to lower average Revolving Facility borrowings during the year ended December 31, 2024 compared to the year ended December 31, 2023, partially offset by a higher variable interest rate on the Company’s outstanding debt facilities. Refer to Note 10, Debt, to the audited Consolidated Financial Statements for further information.
Current wording
Interest expense, net of $12.9 million for the year ended December 31, 2025 was flat as compared to the year ended December 31, 2024. A decrease in interest expense due to a 1.0% decrease in the weighted-average interest rate on borrowing under both the Term Loan A Facility and the Revolving Facility was offset by higher average borrowing of $14.5 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024. Refer to Note 10, Debt, to the audited Consolidated Financial Statements for further information.
Previous wording
The effective income tax rate was 26.1% for the year ended December 31, 2024 compared to 19.4% for the year ended December 31, 2023. The change in the effective income tax rate was primarily driven by the tax benefit from the loss on the disposition of the eBrevia business recorded in 2023 and a reduction in favorable return to provision adjustments, partially offset by higher pre-tax earnings. Refer to Note 9, Income Taxes, to the audited Consolidated Financial Statements for further information.
Current wording
The effective income tax rate was 24.8% for the year ended December 31, 2025 as compared to 26.1% for the year ended December 31, 2024. The change in the effective income tax rate was primarily driven by a net decrease in valuation allowances, the benefit of research and development credits and lower pre-tax earnings, partially offset by higher non-deductible compensation. Refer to Note 9, Income Taxes, to the audited Consolidated Financial Statements for further information.
Previous wording
The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments.
Current wording
The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the years ended December 31, 2025 and 2024:
Previous wording
Segment Adjusted EBITDA margin decreased from 34.5% for the year ended December 31, 2022 to 33.6% for the year ended December 31, 2023, primarily due to an unfavorable sales mix and higher bad debt expense, partially offset by cost control initiatives and lower selling expense as a result of the decrease in sales volumes.
Current wording
Segment Adjusted EBITDA margin increased by approximately 390 bps from 34.5% for the year ended December 31, 2024 to 38.4% for the year ended December 31, 2025, primarily due to an approximately 420 bps decrease in SG&A expenses as a percentage of net sales, largely driven by lower bad debt expense, a lower allocation of overhead costs, lower selling expense and cost control initiatives.
Previous wording
Corporate unallocated expenses of $43.5 million for the year ended December 31, 2023 increased $6.2 million as compared to the year ended December 31, 2022, primarily due to higher consulting expense, higher incentive compensation expense and higher healthcare expense, partially offset by cost control initiatives.
Current wording
Corporate unallocated expenses of $38.9 million for the year ended December 31, 2025 increased $0.6 million as compared to the year ended December 31, 2024, primarily due to higher healthcare expense of $1.8 million and higher consulting expense of $1.4 million, partially offset by lower incentive compensation expense.
Previous wording
Adjusted EBITDA is not presented in accordance with GAAP and has important limitations as an analytical tool. These measures should not be considered as a substitute for analysis of the Company’s results as reported under GAAP. In addition, these measures are defined differently by different companies and, accordingly, such measures may not be comparable to similarly-titled measures of other companies. In addition to the factors listed above, share-based compensation expense is excluded from Adjusted EBITDA. Although share-based compensation is a key incentive offered to certain of the Company’s employees, business performance is evaluated excluding share-based compensation expense. Depending upon the size, timing and the terms of grants, share-based compensation expense may vary but will recur in future periods.
Current wording
Adjusted EBITDA is not presented in accordance with GAAP and has important limitations as an analytical tool. These measures should not be considered as a substitute for analysis of the Company’s results as reported under GAAP. In addition, these measures are defined differently by different companies and, accordingly, such measures may not be comparable to similarly-titled measures of other companies. In addition to the factors listed above, share-based compensation expense is excluded from Adjusted EBITDA. Although share-based compensation is a key incentive offered to certain Company employees, business performance is evaluated excluding share-based compensation expense. Depending upon the size, timing and the terms of grants, share-based compensation expense may vary but will recur in future periods.
Previous wording
Restructuring, impairment and other charges, net—The year ended December 31, 2024 included employee termination costs of $5.5 million. The year ended December 31, 2023 included employee termination costs of $9.2 million. Refer to Note 6, Restructuring, Impairment and Other Charges, net, to the audited Consolidated Financial Statements for additional information.
Current wording
Restructuring, impairment and other charges, net—The year ended December 31, 2025 included employee termination costs of $6.1 million and $3.9 million of impairment charges related to software. The year ended December 31, 2024 included employee termination costs of $5.5 million. Refer to Note 6, Restructuring, Impairment and Other Charges, net, to the audited Consolidated Financial Statements for additional information.
Previous wording
Share-based compensation expense—Included charges of $25.2 million and $22.5 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
Share-based compensation expense—Included charges of $31.4 million and $25.2 million for the years ended December 31, 2025 and 2024, respectively.
Previous wording
Accelerated rent expense—Included charges of $3.7 million for the year ended December 31, 2023 related to the acceleration of rent expense associated with abandoned operating leases.
Current wording
Accelerated rent benefit—Included a gain of $1.6 million for the year ended December 31, 2025 related to the acceleration of rent expense associated with termination and modification of certain operating leases.
Previous wording
Gain on sale of long-lived assets—Included a net gain of $9.8 million for the year ended December 31, 2024 related to the sale of land and a gain of $0.8 million for the year ended December 31, 2023 related to non-refundable fees on the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for additional information.
Current wording
Gain on sales of long-lived assets—The year ended December 31, 2025 included a gain of $0.5 million on the sale of long-lived assets. The year ended December 31, 2024 included a net gain of $9.8 million related to the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for additional information.
Previous wording
Non-income tax, net—Included income of $1.1 million and $0.9 million for the years ended December 31, 2024 and 2023, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.
Current wording
Non-income tax, net—Included income of $0.3 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.
Previous wording
(Gain) loss on sale of a business—Included a gain of $0.4 million and a loss of $6.1 million for the years ended December 31, 2024 and 2023, respectively, related to the disposition of the eBrevia business. Refer to Note 3, Dispositions, to the audited Consolidated Financial Statements for further information.
Current wording
Gain on sale of a business—Included a gain of $0.4 million for the year ended December 31, 2024 related to the disposition of the eBrevia business.
Previous wording
The Company maintains cash pooling structures that enable participating international locations to draw on the pools’ cash resources to meet local liquidity needs. Foreign cash balances may be loaned from certain cash pools to U.S. operating entities on a temporary basis in order to reduce the Company’s short-term borrowing costs or for other purposes. The Company has the ability to repatriate foreign cash, associated with foreign earnings previously subjected to U.S. tax, with minimal additional tax consequences. The Company maintains its assertion of indefinite reinvestment on all foreign earnings and other outside basis differences to indicate that the Company remains indefinitely reinvested in operations outside of the U.S., with the exception of the previously taxed foreign earnings already subject to U.S. tax. The Company repatriated $30.0 million of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the year ended December 31, 2024. The Company did not make cash repatriations during the years ended December 31, 2023 and 2022. The Company is evaluating whether to make any cash repatriations in the future.
Current wording
The Company maintains cash pooling structures that enable participating international locations to draw on the pools’ cash resources to meet local liquidity needs. Foreign cash balances may be loaned from certain cash pools to U.S. operating entities on a temporary basis in order to reduce the Company’s short-term borrowing costs or for other purposes. The Company has the ability to repatriate foreign cash, associated with foreign earnings previously subjected to U.S. tax, with minimal additional tax consequences. The Company maintains its assertion of indefinite reinvestment on all foreign earnings and other outside basis differences to indicate that the Company remains indefinitely reinvested in operations outside of the U.S., with the exception of the previously taxed foreign earnings already subject to U.S. tax. During the years ended December 31, 2025 and 2024, the Company repatriated $14.0 million and $30.0 million, respectively, of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. The Company is evaluating whether to make any cash repatriations in the future.
Previous wording
The Organization for Economic Co-operation and Development’s (“OECD”) current project, widely known as Anti-Base Erosion and Profit Shifting, seeks to address tax challenges arising in the global economy by introducing a global minimum corporate tax of 15%, referred to as Pillar Two, and several mechanisms to ensure tax is paid (the “GloBE Model Rules”). Policymakers across jurisdictions have begun adopting the GloBE Model Rules to implement a global minimum corporate tax rate of 15%. The OECD continues to release administrative guidance and many countries in which the Company operates have adopted or have proposed legislation to adopt Pillar Two. Many aspects of the minimum tax directive became effective beginning in 2024, with certain additional impacts coming into effect beginning in 2025 and beyond. The Company is monitoring enacted legislation and effective dates in its jurisdictions of operations. The Pillar Two framework did not have a material impact on the Company’s audited Consolidated Financial Statements for the year ended December 31, 2024 and the Company does not expect enacted legislation to have a material impact in future periods.
Current wording
The Organization for Economic Co-operation and Development’s (“OECD”) current project, widely known as Anti-Base Erosion and Profit Shifting, seeks to address tax challenges arising in the global economy by introducing a global minimum corporate tax of 15%, referred to as Pillar Two, and several mechanisms to ensure tax is paid (the “GloBE Model Rules”). Policymakers across jurisdictions have begun adopting the GloBE Model Rules to implement a global minimum corporate tax rate of 15%. The OECD continues to release administrative guidance and many countries in which the Company operates have adopted or have proposed legislation to adopt Pillar Two. Many aspects of the minimum tax directive became effective beginning in 2024, with certain additional impacts coming into effect beginning in 2025 and beyond. The Company is monitoring enacted legislation and effective dates in its jurisdictions of operations. The Pillar Two framework did not have a material impact on the Company’s audited Consolidated Financial Statements for the years ended December 31, 2025 and 2024 and the Company does not expect the enacted legislation to have a material impact in future periods.
Previous wording
The Company currently expects capital expenditures to be approximately $65 million to $70 million in 2025, as compared to $65.9 million in 2024. Capital expenditures primarily relate to investments in the Company’s software portfolio.
Current wording
The Company currently expects capital expenditures to be approximately $55 million to $60 million in 2026, as compared to $57.1 million in 2025. Capital expenditures primarily relate to investments in the Company’s software portfolio.
Previous wording
Cash and cash equivalents were $57.3 million at December 31, 2024, which included $34.2 million in the U.S. and $23.1 million at international locations.
Current wording
Cash and cash equivalents were $24.5 million at December 31, 2025, which included $3.5 million in the U.S. and $21.0 million at international locations.
Previous wording
Operating cash inflows and outflows are largely attributable to sales of the Company’s services and products as well as recurring expenditures for labor, rent and other operating activities.
Current wording
Operating cash inflows and outflows are largely attributable to sales of the Company’s services and products as well as recurring expenditures for labor and other operating activities.
Previous wording
Pension and Other Postretirement Benefits Plans
Current wording
Pension and other postretirement benefits plans contributions decreased operating cash flows by $11.2 million more during the year ended December 31, 2025, primarily due to the Company’s $11.3 million, net cash contribution to fully fund the Plan in connection with the Plan Settlement.
Previous wording
Net cash used in investing activities was $51.3 million for the year ended December 31, 2023, which primarily consisted of $61.8 million of capital expenditures, substantially all related to investments in software development, partially offset by $10.0 million of proceeds from the sales of investments in equity securities.
Current wording
Net cash used in investing activities was $57.0 million for the year ended December 31, 2025, which primarily consisted of $57.1 million of capital expenditures, substantially all related to investments in software development.
Previous wording
Net cash used in financing activities was $84.6 million for the year ended December 31, 2023. During the year ended December 31, 2023, the Company made payments of $347.0 million on the Revolving Facility borrowings, partially offset by $302.0 million of proceeds from the Revolving Facility borrowings. The Company’s common stock repurchases for the year ended December 31, 2023 totaled $40.3 million, which included $22.6 million of repurchases under the stock repurchase program and $17.7 million associated with vesting of the Company’s equity awards.
Current wording
Net cash used in financing activities was $141.8 million for the year ended December 31, 2025. During the year ended December 31, 2025, the Company received $309.5 million of proceeds from the Revolving Facility borrowings, partially offset by $248.5 million of payments on the Revolving Facility borrowings. During the year ended December 31, 2025, the Company made $129.3 million of payments on long-term debt, primarily to retire the full amount of the Company’s outstanding $125.0 million Delayed Draw Term Loan A Facility during the first quarter of 2025, partially offset by proceeds of $115.0 million from the Term Loan A Facility. The Company’s common stock repurchases for the year ended December 31, 2025 totaled $185.0 million, which included $172.6 million of repurchases under the stock repurchase program and $12.4 million associated with vesting of the Company’s equity awards.
Previous wording
As of December 31, 2024, the Company had total future contractual and other obligations of approximately $348 million, with approximately $155 million of the future contractual and other obligations due during 2025. The future contractual obligations consist of outstanding debt and related interest, outsourced services related to information technology, maintenance and other services, sales commissions, operating and finance lease payments, incentive compensation, deferred compensation, multi-employer pension plans obligations and other miscellaneous obligations. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies; Note 5, Leases; Note 6, Restructuring, Impairment and Other Charges, net; Note 7, Retirement Plans; Note 8, Commitments and Contingencies and Note 10, Debt to the audited Consolidated Financial Statements for additional information.
Current wording
As of December 31, 2025, the Company had total future contractual and other obligations of approximately $385 million, with approximately $140 million of the future contractual and other obligations due during 2026. The future contractual obligations consist of outstanding debt and related interest, outsourced services related to information technology, maintenance and other services, sales commissions, incentive compensation, operating and finance lease payments, deferred compensation, multi-employer pension plans obligations and other miscellaneous obligations. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies; Note 5, Leases; Note 6, Restructuring, Impairment and Other Charges, net; Note 7, Retirement Plans; Note 8, Commitments and Contingencies and Note 10, Debt to the audited Consolidated Financial Statements for additional information.
Previous wording
The Company’s debt maturity and interest payments schedule as of December 31, 2024 is shown in the table below:
Current wording
The Company’s debt maturity as of December 31, 2025 is shown in the table below:
Previous wording
Excludes unamortized debt issuance costs of $0.3 million, which do not represent contractual commitments with a fixed amount or maturity date.
Current wording
Excludes unamortized debt issuance costs of $0.4 million, which do not represent contractual commitments with a fixed amount or maturity date.
Previous wording
Includes estimated interest for the Term Loan A Facility based on borrowings and the interest rates at December 31, 2024. Estimated interest payments may differ in the future based on changes in borrowings, floating interest rates, timing of additional prepayments or other factors or events.
Current wording
Includes estimated interest for the Term Loan A Facility and the Revolving Facility based on borrowings and the interest rates at December 31, 2025. Estimated interest payments may differ in the future based on changes in borrowings, floating interest rates, timing of additional prepayments or other factors or events.
Previous wording
Credit Agreement—On May 27, 2021, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to, among other things, provide for a $200.0 million delayed-draw term loan A facility (the “Term Loan A Facility”) (bearing interest at a rate equal to the sum of the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 2.00% to 2.50% based upon the Company's Consolidated Net Leverage Ratio), extend the maturity of the $300.0 million revolving credit facility (the “Revolving Facility”) to May 27, 2026 and modify the financial maintenance and negative covenants in the Credit Agreement.
Current wording
Credit Agreement—On March 13, 2025, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to provide for a $115.0 million term loan A facility (the “Term Loan A Facility”), establish a $300.0 million revolving facility (the “Revolving Facility”) with a maturity date of March 13, 2030 to replace the entire amount of the revolving facility and modify the financial maintenance and negative covenants in the Amended and Restated Credit Agreement, among other things. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Amended and Restated Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Amended and Restated Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate. Each of these covenants is subject to important exceptions and qualifications.
Previous wording
As of December 31, 2024, there were no borrowings outstanding under the Revolving Facility, however, the Company had $1.6 million in outstanding letters of credit and bank guarantees, of which $1.0 million of the outstanding letters of credit reduced the availability under the Revolving Facility. Based on the Company’s results of operations for the year ended December 31, 2024 and existing debt, the Company would have had the ability to utilize the remaining $299.0 million of the Revolving Facility and not have been in violation of the terms of the agreement.
Current wording
As of December 31, 2025, there were $61.0 million of borrowings outstanding under the Revolving Facility as well as $1.4 million in outstanding letters of credit and bank guarantees, all of which reduced the availability under the Revolving Facility. Based on the Company’s results of operations for the year ended December 31, 2025 and existing debt, the Company would have had the ability to utilize the remaining $237.6 million of the Revolving Facility and not have been in violation of the terms of the agreement.
Previous wording
The failure of a financial institution supporting the Revolving Facility would reduce the size of the Company’s committed facility unless a replacement institution was added. As of December 31, 2024, the Revolving Facility is supported by fifteen U.S. and international financial institutions.
Current wording
The failure of a financial institution supporting the Revolving Facility would reduce the size of the Company’s committed facility unless a replacement institution was added. As of December 31, 2025, the Revolving Facility is supported by thirteen U.S. and international financial institutions.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
A discussion of the Company’s financial condition, changes in financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, can be found in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of DFIN’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The Company operates its business through four operating and reportable segments: Capital Markets – Software Solutions, Capital Markets – Compliance and Communications Management, Investment Companies – Software Solutions and Investment Companies – Compliance and Communications Management. The Company’s operating segments are components of the business for which discrete financial information is available and reviewed regularly by the Company’s chief operating decision maker (“CODM”), the Company’s CEO, to assess segment performance and to make decisions regarding the allocation of resources.
Previous report — wording carried elsewhere
Print and distribution cost of sales of $97.0 million for the year ended December 31, 2023 decreased $18.7 million, or 16.2%, as compared to the year ended December 31, 2022. Print and distribution cost of sales decreased primarily due to cost control initiatives and lower sales volumes. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 8.9%, primarily driven by cost control initiatives.
Previous report — wording carried elsewhere
On May 11, 2023, the Company entered into the first amendment to the Amended and Restated Credit Agreement to change the reference rate from LIBOR, which ceased being published on June 30, 2023, to the Secured Overnight Financing Rate (“SOFR”) for both the Term Loan A Facility and the Revolving Facility. The SOFR interest rate was effective for the Revolving Facility and the Term Loan A on May 30, 2023 and June 12, 2023, respectively. No other significant terms of the Amended and Restated Credit Agreement were amended. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate, though additional dividends may be allowed subject to certain conditions. Each of these covenants is subject to important exceptions and qualifications. The unpaid principal amount of the Term Loan A Facility is due and payable in full on May 27, 2026. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty.