Donnelley Financial Solutions, Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 5, 2026
DFIN$67.58+0.9%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0001193125-25-256296
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-206350
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe 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 18 previous paragraphs and 14 current paragraphs.
6 unchanged; 2 reworded; 6 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (6)
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
Item 3. Defaults Upon Senior Securities
Removed paragraphs (10)
Previous report
Director or Officer Adoption or Termination of Trading Agreements
Previous report
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.
Previous report
Amendment to Dan Leib Employment Agreement, Executive Severance Plan and Form Award Agreements
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
All other terms and conditions of the Employment Agreement remain in full force and effect.
Previous report
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.
Previous report
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.
Reworded paragraphs (2)
Previous wording
As further described in Note 10, Capital Stock, to the Unaudited Condensed Consolidated Financial Statements, on November 14, 2023, the Company’s Board of Directors authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on January 1, 2024, with an expiration date of December 31, 2025. On May 15, 2025, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on May 16, 2025, with an expiration date of December 31, 2026. This new share repurchase program replaces the previous $150 million program. The stock repurchase program may be suspended or discontinued at any time. The timing and amount of any shares repurchased are determined by the Company based on its evaluation of market conditions and other factors and may be completed from time to time in one or more transactions on the open market or in privately negotiated purchases in accordance with all applicable securities laws and regulations and all repurchases in the open market will be made in compliance with Rule 10b-18 under the Exchange Act. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so.
Current wording
As further described in Note 11, Capital Stock, to the Unaudited Condensed Consolidated Financial Statements, on May 15, 2025, the Board of Directors authorized the repurchase of up to $150 million of the Company’s outstanding common stock, replacing the prior authorization and expiring on December 31, 2026. On April 16, 2026, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on April 17, 2026, with an expiration date of December 31, 2027. This new share repurchase program replaced the previous $150 million program. The stock repurchase program may be suspended or discontinued at any time. The timing and amount of any shares repurchased are determined by the Company based on its evaluation of market conditions and other factors and may be completed from time to time in one or more transactions on the open market or in privately negotiated purchases in accordance with all applicable securities laws and regulations and all repurchases in the open market will be made in compliance with Rule 10b-18 under the Exchange Act. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so.
Previous wording
Includes 22,000 shares, valued at $1.1 million, for which the Company placed orders prior to September 30, 2025 that were not settled until the fourth quarter of 2025.
Current wording
Includes 20,200 shares, valued at $1.0 million, for which the Company placed orders prior to March 31, 2026 that were not settled until the second quarter of 2026.