Donnelley Financial Solutions, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Donnelley Financial Solutions, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Our Values

Our values enable us to make a positive impact

on our employees, clients, and shareholders.

Dear DFIN Shareholders,

The Board of Directors would like to thank you for your continued investment in DFIN. 2025 was a rewarding year, despite challenging market conditions, as we continued to make significant progress on our strategic transformation, including changing the mix of business to further solidify DFIN as a software-first company, investing in the development and security of our software technology platforms, and enhancing our financial flexibility.

2025 saw continued advancement in our journey to transform DFIN into an enterprise software and services company. We introduced two new software products to market and launched our first artificial intelligence solution. As artificial intelligence rapidly reshapes the technology landscape, we recognize both the significant opportunity and the uncertainty it presents. We believe DFIN is well positioned to thoughtfully deploy AI to enhance efficiency and productivity for our clients, streamline internal operations, and accelerate innovation across our platforms. Our approach prioritizes security, privacy, and responsible data governance, ensuring client information remains protected as we thoughtfully leverage emerging technologies. We believe achieving our software-centric vision, part of which will be enabled by artificial intelligence, will create increased value for all our stakeholders.

The Board of Directors diligently serves as thoughtful stewards of the business. To that end, Ayman Sayed, a seasoned SaaS executive, joined us last year and Joe Binz, a finance leader in the technology industry, will join the Board of Directors on July 1, 2026, if elected at the 2026 Annual Meeting. With the updated Board composition, we continue to focus on maintaining a deeply knowledgeable, engaged, and diverse governance body.

Our purpose as stewards of DFIN is to oversee the long-term performance of the Company and to maximize long-term shareholder value. Guided by our deep belief in the intrinsic value of the Company, the Board of Directors oversaw the largest stock repurchase program in the history of DFIN. In 2025, the Company repurchased over $172 million of common stock during the year; we remain committed to deploying capital to maximize long-term value for our shareholders.

Going forward, our focus remains on delivering exceptional value to our clients, driving sustainable long-term returns for our shareholders, and creating a world-class experience for our employees. In 2026 we will continue to work hard on your behalf to strive to achieve the long-term success of DFIN. We are firmly committed to our strategy and believe we have the right strategic plan in place to achieve our goals. Thank you for your continued support.

Sincerely,

Notice of Annual Meeting of Stockholders

Items of Business

•

To elect the nominees identified in this proxy statement for a one-year term as directors

•

To approve, on an advisory basis, the Company’s executive compensation

•

To vote to ratify the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm

•

To conduct any other business if properly raised

In accordance with Securities and Exchange Commission rules that allow us to furnish our proxy materials over the Internet, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the proxy materials.

We have adopted a virtual format for our Annual Meeting. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/DFIN. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your notice, proxy card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email. You will find more information on the matters for voting in the proxy statement on the following pages. If you are a stockholder of record, you may vote by mail, by toll-free telephone number or, by using the Internet.

Your vote is important! We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, call the toll-free number or log on to the Internet. You may revoke your proxy at any time before it is exercised at the Annual Meeting.

You will find instructions on how to vote on page 63. Most stockholders vote by proxy in advance of the meeting and do not attend the meeting live via the Internet. However, as long as you were a stockholder at the close of business on March 16, 2026, you are invited to attend the meeting, or to send a representative.

By Order of the Board of Directors

Leah Trzcinski

Secretary

April 1, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 13, 2026.

This proxy statement and our annual report to stockholders are available on the Internet at www.proxydocs.com/DFIN. On this site, you will be able to access our 2026 proxy statement and our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and all amendments or supplements to the foregoing material that are required to be furnished to stockholders.

Table of Contents

This proxy statement is issued by Donnelley Financial Solutions, Inc. in connection with the 2026 Annual Meeting of Stockholders scheduled for May 13, 2026. This proxy statement and accompanying proxy card are first being made available to stockholders on or about April 1, 2026.

DFIN 2026 Proxy Statement