Donnelley Financial Solutions, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

(a)

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.

(b)

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.