Donnelley Financial Solutions, Inc.
For the period ended Jun 30, 2026. Filed Jul 30, 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.
Jun 30, 2026 · Filed Jul 30, 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-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-206350
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001193125-26-326099
Item 2. 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 108 previous paragraphs and 139 current paragraphs.
59 unchanged; 38 reworded; 41 added; 10 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 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 (41)
Current report
Second Quarter Overview
Current report
Income from operations for the three months ended June 30, 2026 increased by $3.2 million, or 6.1%, to $56.0 million from $52.8 million for the three months ended June 30, 2025, primarily due to higher net sales of $6.1 million, as described above, and lower cost of sales of $3.0 million, partially offset by higher SG&A expenses of $4.7 million and higher restructuring, impairment and other charges, net of $1.3 million. The decrease in cost of sales was primarily driven by lower print and distribution sales volumes and cost control initiatives. The increase in SG&A expenses was primarily driven by higher share-based compensation expense of $1.8 million, higher selling expense, higher bad debt expense of $1.2 million and higher incentive compensation expense, partially offset by lower consulting expense.
Current report
Year-to-Date Overview
Current report
Net sales for the six months ended June 30, 2026 increased by $10.5 million, or 2.5%, to $429.7 million from $419.2 million for the six months ended June 30, 2025, including a $1.3 million, or 0.3%, increase due to changes in foreign currency exchange rates. Net sales increased due to higher software solutions net sales of $14.3 million, partially offset by lower print and distribution net sales of $2.4 million and lower tech-enabled services net sales of $1.4 million. The increase in software solutions net sales was primarily driven by higher ActiveDisclosure net sales of $10.9 million and higher Venue net sales of $2.4 million. The decreases in tech-enabled services and print and distribution net sales were both primarily driven by lower compliance volumes, partially offset by higher capital markets transactional volumes.
Current report
Income from operations of $104.5 million for the six months ended June 30, 2026 increased by $5.9 million, or 6.0%, as compared to the six months ended June 30, 2025, primarily due to higher net sales of $10.5 million, as described above, and lower cost of sales of $2.1 million, partially offset by higher SG&A expenses of $6.3 million. The decrease in cost of sales was primarily driven by lower print and distribution sales volumes, lower tech-enabled services sales volumes and cost control initiatives. The increase in SG&A expenses was primarily driven by higher selling expense, higher share-based compensation expense of $2.2 million, higher bad debt expense of $2.1 million and higher overhead costs, partially offset by cost control initiatives.
Current report
Results of Operations for the Three and Six Months Ended June 30, 2026 as Compared to the Three and Six Months Ended June 30, 2025
Current report
Net sales of tech-enabled services of $90.2 million for the three months ended June 30, 2026 increased by $5.0 million, or 5.9%, as compared to the three months ended June 30, 2025. Net sales of tech-enabled services increased primarily due to higher capital markets net sales of $5.9 million, largely driven by higher transactional volumes, partially offset by lower compliance volumes.
Current report
Net sales of print and distribution of $34.6 million for the three months ended June 30, 2026 decreased by $6.1 million, or 15.0%, as compared to the three months ended June 30, 2025. Net sales of print and distribution decreased due to lower capital markets net sales of $3.5 million and lower investment companies net sales of $2.6 million. The decreases in capital markets and investment companies net sales were both largely driven by lower compliance volumes.
Current report
Tech-enabled services cost of sales of $29.8 million for the three months ended June 30, 2026 decreased by $1.8 million, or 5.7%, as compared to the three months ended June 30, 2025. Tech-enabled services cost of sales decreased primarily due to a higher proportion of transactional net sales, which generally have higher margins as compared to compliance net sales, as well as cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased by 4.1%, largely driven by a higher proportion of transactional net sales, which generally have higher margins as compared to compliance net sales, as well as cost control initiatives.
Current report
Income from operations of $56.0 million for the three months ended June 30, 2026 increased by $3.2 million, or 6.1%, as compared to the three months ended June 30, 2025. Income from operations increased primarily due to higher net sales of $6.1 million, as described above, and lower cost of sales of $3.0 million, partially offset by higher SG&A expenses of $4.7 million and higher restructuring, impairment and other charges, net of $1.3 million. The decrease in cost of sales was primarily driven by lower print and distribution sales volumes and cost control initiatives. The increase in SG&A expenses was primarily driven by higher share-based compensation expense of $1.8 million, higher selling expense, higher bad debt expense of $1.2 million and higher incentive compensation expense, partially offset by lower consulting expense.
Current report
Net sales of software solutions of $191.1 million for the six months ended June 30, 2026 increased by $14.3 million, or 8.1%, as compared to the six months ended June 30, 2025. Net sales of software solutions increased primarily due to higher ActiveDisclosure net sales of $10.9 million and higher Venue net sales of $2.4 million, both largely driven by higher sales volumes.
Current report
Net sales of print and distribution of $78.3 million for the six months ended June 30, 2026 decreased by $2.4 million, or 3.0%, as compared to the six months ended June 30, 2025. Net sales of print and distribution decreased due to lower investment companies net sales of $4.3 million, partially offset by higher capital markets net sales of $1.9 million. The decrease in investment companies net sales was largely driven by lower compliance volumes, whereas the increase in capital markets net sales was largely driven by higher transactional volumes, partially offset by lower compliance volumes.
Current report
Software solutions cost of sales of $55.8 million for the six months ended June 30, 2026 increased by $1.8 million, or 3.3%, as compared to the six months ended June 30, 2025, primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased by 1.3%, largely driven by higher sales volumes.
Current report
Print and distribution cost of sales of $37.7 million for the six months ended June 30, 2026 decreased by $1.6 million, or 4.1%, as compared to the six months ended June 30, 2025. 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 by 0.6%.
Current report
SG&A expenses of $142.1 million for the six months ended June 30, 2026 increased by $6.3 million, or 4.6%, as compared to the six months ended June 30, 2025. SG&A expenses increased primarily due to higher selling expense as a result of the increase in net sales, higher share-based compensation expense of $2.2 million, higher bad debt expense of $2.1 million and higher overhead costs, partially offset by cost control initiatives. As a percentage of net sales, SG&A expenses increased to 33.1% for the six months ended June 30, 2026 from 32.4% for the six months ended June 30, 2025.
Current report
Restructuring, impairment and other charges, net of $3.0 million for the six months ended June 30, 2026 decreased by $0.9 million, or 23.1%, as compared to the six months ended June 30, 2025. For the six months ended June 30, 2026, these charges included $2.8 million of employee termination costs for approximately 20 employees. For the six months ended June 30, 2025, these charges included $3.7 million of employee termination costs for approximately 50 employees.
Current report
Income from operations of $104.5 million for the six months ended June 30, 2026 increased by $5.9 million, or 6.0%, as compared to the six months ended June 30, 2025 primarily due to higher net sales of $10.5 million, as described above, and lower cost of sales of $2.1 million, partially offset by higher SG&A expenses of $6.3 million. The decrease in cost of sales was primarily driven by lower print and distribution sales volumes, lower tech-enabled services sales volumes and cost control initiatives. The increase in SG&A expenses was primarily driven by higher selling expense, higher share-based compensation expense of $2.2 million, higher bad debt expense of $2.1 million and higher overhead costs, partially offset by cost control initiatives.
Current report
Interest expense, net of $6.3 million for the six months ended June 30, 2026 decreased by $0.6 million, or 8.7%, as compared to the six months ended June 30, 2025.
Current report
The effective income tax rate was 28.3% for the six months ended June 30, 2026, as compared to 26.2% for the six months ended June 30, 2025. The increase in the effective income tax rate was primarily driven by a net decrease in valuation allowances during the six months ended June 30, 2025 and a decrease in the net favorable impact of discrete adjustments.
Current report
Net sales of $65.7 million for the three months ended June 30, 2026 increased by $6.6 million, or 11.2%, as compared to the three months ended June 30, 2025, primarily due to higher ActiveDisclosure net sales of $6.4 million, largely driven by higher sales volumes.
Current report
Net sales of $124.3 million for the six months ended June 30, 2026 increased by $13.3 million, or 12.0%, as compared to the six months ended June 30, 2025, due to higher ActiveDisclosure net sales of $10.9 million and higher Venue net sales of $2.4 million, both largely driven by higher sales volumes.
Current report
Segment Adjusted EBITDA of $42.9 million for the six months ended June 30, 2026 increased by $6.6 million, or 18.2%, as compared to the six months ended June 30, 2025, primarily due to higher net sales of $13.3 million, partially offset by higher SG&A expenses of $6.0 million, largely driven by higher selling expense as a result of the increase in net sales, higher bad debt expense of $1.6 million and a higher allocation of overhead costs.
Current report
Segment Adjusted EBITDA margin increased by approximately 180 bps from 32.7% for the six months ended June 30, 2025 to 34.5% for the six months ended June 30, 2026, primarily due to an approximately 210 bps decrease in cost of sales as a percentage of net sales, largely driven by higher net sales.
Current report
Net sales of $95.9 million for the three months ended June 30, 2026 increased by $2.4 million, or 2.6%, as compared to the three months ended June 30, 2025, due to higher tech-enabled services net sales of $5.9 million, partially offset by lower print and distribution net sales of $3.5 million. The increase in tech-enabled services net sales was largely driven by higher transactional volumes, partially offset by lower compliance volumes, whereas the decrease in print and distribution net sales was largely driven by lower compliance volumes.
Current report
Segment Adjusted EBITDA of $40.2 million for the three months ended June 30, 2026 increased by $3.4 million, or 9.2%, as compared to the three months ended June 30, 2025, primarily due to lower cost of sales of $2.6 million and higher net sales of $2.4 million, partially offset by higher SG&A expenses of $1.8 million. The decrease in cost of sales was largely driven by lower print and distribution net sales and cost control initiatives, whereas the increase in SG&A expenses was largely driven by higher bad debt expense of $1.3 million.
Current report
Segment Adjusted EBITDA margin increased by approximately 250 bps from 39.4% for the three months ended June 30, 2025 to 41.9% for the three months ended June 30, 2026, primarily due to an approximately 370 bps decrease in cost of sales as a percentage of net sales, largely driven by a higher proportion of transactional net sales, which generally have higher margins, as compared to compliance net sales, and cost control initiatives, partially offset by an approximately 130 bps increase in SG&A expenses as a percentage of net sales, largely driven by higher bad debt expense.
Current report
Net sales of $178.7 million for the six months ended June 30, 2026 increased by $1.3 million, or 0.7%, as compared to the six months ended June 30, 2025, due to higher print and distribution net sales of $1.9 million, partially offset by lower tech-enabled services net sales of $0.6 million. The increase in print and distribution net sales was largely driven by higher transactional volumes, partially offset by lower compliance volumes, whereas the decrease in tech-enabled services net sales was largely driven by lower compliance volumes, partially offset by higher transactional volumes.
Current report
Segment Adjusted EBITDA of $73.9 million for the six months ended June 30, 2026 increased by $0.4 million, or 0.5%, as compared to the six months ended June 30, 2025, primarily due to higher net sales of $1.3 million.
Current report
Segment Adjusted EBITDA margin for the six months ended June 30, 2026 was flat as compared to the six months ended June 30, 2025.
Current report
Segment Adjusted EBITDA of $14.6 million for the three months ended June 30, 2026 increased by $0.4 million, or 2.8%, as compared to the three months ended June 30, 2025, primarily due to higher net sales.
Current report
Segment Adjusted EBITDA margin increased by approximately 40 bps from 42.9% for the three months ended June 30, 2025 to 43.3% for the three months ended June 30, 2026, primarily due to higher net sales.
Current report
Net sales of $66.8 million for the six months ended June 30, 2026 increased by $1.0 million, or 1.5%, as compared to the six months ended June 30, 2025, primarily due to price increases.
Current report
Segment Adjusted EBITDA of $27.7 million for the six months ended June 30, 2026 increased by $0.7 million, or 2.6%, as compared to the six months ended June 30, 2025, primarily due to higher net sales.
Current report
Net sales of $28.9 million for the three months ended June 30, 2026 decreased by $3.5 million, or 10.8%, as compared to the three months ended June 30, 2025, primarily due to lower print and distribution net sales of $2.6 million, largely driven by lower compliance volumes.
Current report
Net sales of $59.9 million for the six months ended June 30, 2026 decreased by $5.1 million, or 7.8%, as compared to the six months ended June 30, 2025, primarily due to lower print and distribution net sales of $4.3 million, largely driven by lower compliance volumes.
Current report
Segment Adjusted EBITDA of $24.0 million for the six months ended June 30, 2026 decreased by $0.8 million, or 3.2%, as compared to the six months ended June 30, 2025, primarily due to lower net sales of $5.1 million, partially offset by lower cost of sales of $3.6 million, largely driven by lower sales volumes.
Current report
Segment Adjusted EBITDA margin increased by approximately 190 bps from 38.2% for the six months ended June 30, 2025 to 40.1% for the six months ended June 30, 2026, primarily due to an approximately 180 bps decrease in cost of sales as a percentage of net sales, largely driven by a higher proportion of tech-enabled services net sales, which generally have higher margins, as compared to print and distribution net sales.
Current report
Corporate unallocated expenses of $15.6 million for the six months ended June 30, 2026 decreased by $1.5 million, or 8.8%, as compared to the six months ended June 30, 2025, primarily due to lower healthcare and consulting expenses.
Current report
Receivables, net resulted in a $10.2 million favorable impact to net cash provided by operating activities for the six months ended June 30, 2026, compared to the prior year period. The decrease in cash used was primarily due to timing of collections.
Current report
Accounts payable resulted in a $9.5 million unfavorable impact to net cash provided by operating activities for the six months ended June 30, 2026, compared to the prior year period. The decrease in cash provided by accounts payable was primarily due to timing of supplier payments.
Showing the first 40 of 41 passages. Open the source sections for the rest.
Removed paragraphs (10)
Previous report
First Quarter Overview
Previous report
Income from operations of $48.5 million for the three months ended March 31, 2026 increased by $2.7 million, or 5.9%, as compared to the three months ended March 31, 2025, primarily due to higher net sales of $4.4 million, as described above, and lower restructuring, impairment and other charges, net of $2.2 million, partially offset by higher SG&A expenses of $1.6 million, higher print and distribution cost of sales of $1.4 million and higher depreciation and amortization expense of $0.9 million. The higher SG&A expenses were primarily driven by higher selling expense and higher bad debt expense of $0.9 million, partially offset by cost control initiatives, whereas the higher print and distribution cost of sales were primarily due to higher sales volumes.
Previous report
Net sales of print and distribution of $43.7 million for the three months ended March 31, 2026 increased by $3.7 million, or 9.3%, as compared to the three months ended March 31, 2025. Net sales of print and distribution increased due to higher capital markets net sales of $5.4 million, partially offset by lower investment companies net sales of $1.7 million. The higher capital markets net sales were largely driven by higher transactional volumes, partially offset by lower compliance volumes, whereas the lower investment companies net sales were largely driven by lower compliance volumes.
Previous report
Income from operations of $48.5 million for the three months ended March 31, 2026 increased by $2.7 million, or 5.9%, as compared to the three months ended March 31, 2025 primarily due to higher net sales of $4.4 million, as described above, and lower restructuring, impairment and other charges, net of $2.2 million, partially offset by higher SG&A expenses of $1.6 million, higher print and distribution cost of sales of $1.4 million and higher depreciation and amortization expense of $0.9 million. The higher SG&A expenses were primarily driven by higher selling expense and higher bad debt expense of $0.9 million, partially offset by cost control initiatives, whereas the higher print and distribution cost of sales were primarily due to higher sales volumes.
Previous report
Net sales of $58.6 million for the three months ended March 31, 2026 increased by $6.7 million, or 12.9%, as compared to the three months ended March 31, 2025, due to higher ActiveDisclosure net sales of $4.5 million and higher Venue net sales of $2.2 million, both largely driven by increased sales volumes.
Previous report
Segment Adjusted EBITDA of $19.2 million for the three months ended March 31, 2026 increased by $5.3 million, or 38.1%, as compared to the three months ended March 31, 2025, primarily due to higher net sales of $6.7 million, partially offset by higher SG&A expenses of $1.9 million, largely driven by higher bad debt expense of $1.1 million and higher selling expense as a result of the increase in net sales, partially offset by cost control initiatives.
Previous report
Segment Adjusted EBITDA margin increased by approximately 600 basis points (“bps”) from 26.8% for the three months ended March 31, 2025 to 32.8% for the three months ended March 31, 2026, primarily due to an approximately 390 and 200 bps decrease in cost of sales and SG&A expenses as a percentage of net sales, respectively, largely driven by higher net sales.
Previous report
Net sales of $82.8 million for the three months ended March 31, 2026 decreased by $1.1 million, or 1.3%, as compared to the three months ended March 31, 2025, primarily due to lower tech-enabled services net sales of $6.5 million, partially offset by higher print and distribution net sales of $5.4 million. The decrease in tech-enabled services net sales was driven by a decline in both transactional and compliance volumes, whereas the increase in print and distribution net sales was due to higher transactional volumes, partially offset by lower compliance volumes.
Previous report
Segment Adjusted EBITDA of $13.1 million for the three months ended March 31, 2026 increased by $0.3 million, or 2.3%, as compared to the three months ended March 31, 2025, primarily due to higher net sales.
Previous report
Net sales of $31.0 million for the three months ended March 31, 2026 decreased by $1.6 million, or 4.9%, as compared to the three months ended March 31, 2025, primarily due to lower print and distribution net sales of $1.7 million, largely driven by lower compliance volumes.
Reworded paragraphs (38)
Previous wording
Net sales for the three months ended March 31, 2026 increased by $4.4 million, or 2.2%, to $205.5 million from $201.1 million for the three months ended March 31, 2025, including a $1.1 million, or 0.5%, increase due to changes in foreign currency exchange rates. Net sales increased due to higher software solutions net sales of $7.1 million and higher print and distribution net sales of $3.7 million, partially offset by lower tech-enabled services net sales of $6.4 million. The higher software solutions net sales were primarily driven by higher ActiveDisclosure net sales of $4.5 million and higher Venue net sales of $2.2 million. The higher print and distribution net sales were primarily driven by higher capital markets transactional volumes, partially offset by lower capital markets and investment companies compliance volumes. The lower tech-enabled services net sales were primarily driven by lower capital markets transactional volumes.
Current wording
Net sales for the three months ended June 30, 2026 increased by $6.1 million, or 2.8%, to $224.2 million from $218.1 million for the three months ended June 30, 2025, including a $0.2 million, or 0.1%, increase due to changes in foreign currency exchange rates. Net sales increased due to higher software solutions net sales of $7.2 million and higher tech-enabled services net sales of $5.0 million, partially offset by lower print and distribution net sales of $6.1 million. The increase in software solutions net sales was primarily driven by higher ActiveDisclosure net sales of $6.4 million. The increase in tech-enabled services net sales was primarily driven by higher capital markets transactional volumes, partially offset by lower compliance volumes. The decrease in print and distribution net sales was primarily driven by lower compliance volumes.
Previous wording
The following table shows the results of operations for the three months ended March 31, 2026 and 2025:
Current wording
The following table shows the results of operations for the three and six months ended June 30, 2026 and 2025:
Previous wording
Net sales of software solutions of $91.7 million for the three months ended March 31, 2026 increased by $7.1 million, or 8.4%, as compared to the three months ended March 31, 2025. Net sales of software solutions increased primarily due to higher ActiveDisclosure net sales of $4.5 million and higher Venue net sales of $2.2 million.
Current wording
Net sales of software solutions of $99.4 million for the three months ended June 30, 2026 increased by $7.2 million, or 7.8%, as compared to the three months ended June 30, 2025. Net sales of software solutions increased primarily due to higher ActiveDisclosure net sales of $6.4 million, largely driven by higher sales volumes.
Previous wording
Software solutions cost of sales of $27.6 million for the three months ended March 31, 2026 was flat as compared to the three months ended March 31, 2025. As a percentage of software solutions net sales, software solutions cost of sales decreased by 2.5%, largely driven by higher sales volumes.
Current wording
Software solutions cost of sales of $28.2 million for the three months ended June 30, 2026 increased by $1.8 million, or 6.8%, as compared to the three months ended June 30, 2025. Software solutions cost of sales increased primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased by 0.2%.
Previous wording
Print and distribution cost of sales of $19.5 million for the three months ended March 31, 2026 increased by $1.4 million, or 7.7%, as compared to the three months ended March 31, 2025. Print and distribution cost of sales increased primarily due to higher sales volumes. As a percentage of print and distribution net sales, print and distribution cost of sales decreased by 0.7%, primarily due to higher sales volumes.
Current wording
Print and distribution cost of sales of $18.2 million for the three months ended June 30, 2026 decreased by $3.0 million, or 14.2%, as compared to the three months ended June 30, 2025. 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 increased by 0.5%.
Previous wording
SG&A expenses of $67.4 million for the three months ended March 31, 2026 increased by $1.6 million, or 2.4%, as compared to the three months ended March 31, 2025. SG&A expenses increased primarily due to higher selling expense as a result of the increase in net sales and higher bad debt expense of $0.9 million, partially offset by cost control initiatives. As a percentage of net sales, SG&A expenses increased to 32.8% for the three months ended March 31, 2026 from 32.7% for the three months ended March 31, 2025.
Current wording
SG&A expenses of $74.7 million for the three months ended June 30, 2026 increased by $4.7 million, or 6.7%, as compared to the three months ended June 30, 2025. SG&A expenses increased primarily due to higher share-based compensation expense of $1.8 million, higher selling expense as a result of the increase in net sales, higher bad debt expense of $1.2 million and higher incentive compensation expense, partially offset by lower consulting expense. As a percentage of net sales, SG&A expenses increased to 33.3% for the three months ended June 30, 2026 from 32.1% for the three months ended June 30, 2025.
Previous wording
Restructuring, impairment and other charges, net of $0.7 million for the three months ended March 31, 2026 decreased by $2.2 million, or 75.9%, as compared to the three months ended March 31, 2025. For the three months ended March 31, 2025, these charges included $2.8 million of employee termination costs for approximately 40 employees.
Current wording
Restructuring, impairment and other charges, net of $2.3 million for the three months ended June 30, 2026 increased by $1.3 million, as compared to the three months ended June 30, 2025. For the three months ended June 30, 2026, these charges included $2.2 million of employee termination costs for approximately 10 employees. For the three months ended June 30, 2025, these charges included $0.9 million of employee termination costs for approximately 10 employees.
Previous wording
Interest expense, net of $2.8 million for the three months ended March 31, 2026 decreased by $0.3 million, or 9.7%.
Current wording
Interest expense, net of $3.5 million for the three months ended June 30, 2026 decreased by $0.3 million, or 7.9%, as compared to the three months ended June 30, 2025.
Previous wording
The effective income tax rate was 26.2% for the three months ended March 31, 2026, as compared to 26.5% for the three months ended March 31, 2025. The decrease in the effective income tax rate was primarily driven by a decrease in non-recognizable losses.
Current wording
The effective income tax rate was 30.1% for the three months ended June 30, 2026 as compared to 25.9% for the three months ended June 30, 2025. The increase in the effective income tax rate was primarily driven by a net decrease in valuation allowances during the three months ended June 30, 2025 and the net unfavorable impact of discrete adjustments.
Previous wording
Net sales of tech-enabled services of $70.1 million for the three months ended March 31, 2026 decreased by $6.4 million, or 8.4%, as compared to the three months ended March 31, 2025. Net sales of tech-enabled services decreased primarily due to lower capital markets net sales of $6.5 million, largely driven by a decline in both transactional and compliance volumes.
Current wording
Net sales of tech-enabled services of $160.3 million for the six months ended June 30, 2026 decreased by $1.4 million, or 0.9%, as compared to the six months ended June 30, 2025. Net sales of tech-enabled services decreased due to lower investment companies net sales of $0.8 million and lower capital markets net sales of $0.6 million. The decrease in investment companies net sales was largely driven by lower compliance volumes and the decrease in capital markets net sales was largely driven by lower compliance volumes, partially offset by higher transactional volumes.
Previous wording
Tech-enabled services cost of sales of $26.8 million for the three months ended March 31, 2026 decreased by $0.5 million, or 1.8%, as compared to the three months ended March 31, 2025 primarily due to lower sales volumes, partially offset by a higher proportion of compliance net sales, which generally have lower margins, as compared to transactional net sales. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased by 2.5%, largely driven by a higher proportion of compliance net sales, which generally have lower margins, as compared to transactional net sales.
Current wording
Tech-enabled services cost of sales of $56.6 million for the six months ended June 30, 2026 decreased by $2.3 million, or 3.9%, as compared to the six months ended June 30, 2025 primarily due to lower sales volumes, cost control initiatives and a higher proportion of transactional net sales, which generally have higher margins as compared to compliance net sales. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased by 1.1%, largely driven by cost control initiatives and a higher proportion of transactional net sales, which generally have higher margins as compared to compliance net sales.
Previous wording
Depreciation and amortization of $15.0 million for the three months ended March 31, 2026 increased by $0.9 million, or 6.4%, as compared to the three months ended March 31, 2025. Depreciation and amortization increased due to higher software amortization expense, driven by additional software development.
Current wording
Depreciation and amortization of $30.0 million for the six months ended June 30, 2026 increased by $0.8 million, or 2.7%, as compared to the six months ended June 30, 2025. Depreciation and amortization increased due to higher software amortization expense, driven by additional software development.
Previous wording
The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the three months ended March 31, 2026 and 2025:
Current wording
The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the three and six months ended June 30, 2026 and 2025:
Previous wording
Segment Adjusted EBITDA of $33.7 million for the three months ended March 31, 2026 decreased by $3.0 million, or 8.2%, as compared to the three months ended March 31, 2025, primarily due to higher cost of sales of $2.5 million and lower net sales of $1.1 million. The increase in cost of sales was primarily due to higher print and distribution net sales, which generally have higher variable costs, as compared to tech-enabled services net sales.
Current wording
Segment Adjusted EBITDA of $23.7 million for the three months ended June 30, 2026 increased by $1.3 million, or 5.8%, as compared to the three months ended June 30, 2025, due to higher net sales of $6.6 million, partially offset by higher SG&A expenses of $4.1 million and higher cost of sales of $1.1 million. The increase in SG&A expenses was primarily due to higher selling expense as a result of the increase in net sales and higher incentive compensation expense, whereas the increase in cost of sales was primarily due to a higher allocation of overhead costs.
Previous wording
Segment Adjusted EBITDA margin decreased by approximately 300 bps from 43.7% for the three months ended March 31, 2025 to 40.7% for the three months ended March 31, 2026, primarily due to an approximately 350 bps increase in cost of sales as a percentage of net sales, largely driven by higher print and distribution net sales.
Current wording
Segment Adjusted EBITDA margin decreased by approximately 180 basis points (“bps”) from 37.9% for the three months ended June 30, 2025 to 36.1% for the three months ended June 30, 2026, primarily due to an approximately 230 bps increase in SG&A expense as a percentage of net sales, largely driven by higher selling expense and higher incentive compensation expense.
Previous wording
Net sales of $33.1 million for the three months ended March 31, 2026 increased by $0.4 million, or 1.2%, as compared to the three months ended March 31, 2025, primarily due to price increases.
Current wording
Net sales of $33.7 million for the three months ended June 30, 2026 increased by $0.6 million, or 1.8%, as compared to the three months ended June 30, 2025, primarily due to price increases.
Previous wording
Segment Adjusted EBITDA margin increased by approximately 50 bps from 39.1% for the three months ended March 31, 2025 to 39.6% for the three months ended March 31, 2026, primarily due to higher net sales.
Current wording
Segment Adjusted EBITDA margin increased by approximately 50 bps from 41.0% for the six months ended June 30, 2025 to 41.5% for the six months ended June 30, 2026, primarily due to higher net sales.
Previous wording
Segment Adjusted EBITDA of $12.1 million for the three months ended March 31, 2026 decreased by $0.1 million, or 0.8%, as compared to the three months ended March 31, 2025, primarily due to lower net sales of $1.6 million, partially offset by lower cost of sales of $1.4 million.
Current wording
Segment Adjusted EBITDA of $11.9 million for the three months ended June 30, 2026 decreased by $0.7 million, or 5.6%, as compared to the three months ended June 30, 2025, primarily due to lower net sales of $3.5 million, partially offset by lower cost of sales of $2.2 million, largely driven by lower sales volumes.
Previous wording
Segment Adjusted EBITDA margin increased by approximately 160 bps from 37.4% for the three months ended March 31, 2025 to 39.0% for the three months ended March 31, 2026, primarily due to an approximately 200 bps decrease in cost of sales as a percentage of net sales, largely driven by a higher proportion of tech-enabled services net sales, which generally have higher margins, as compared to print and distribution net sales.
Current wording
Segment Adjusted EBITDA margin increased by approximately 230 bps from 38.9% for the three months ended June 30, 2025 to 41.2% for the three months ended June 30, 2026, primarily due to an approximately 170 bps decrease in cost of sales as a percentage of net sales, largely driven by a higher proportion of tech-enabled services net sales, which generally have higher margins, as compared to print and distribution net sales.
Previous wording
The following table summarizes unallocated expenses within Corporate for the three months ended March 31, 2026 and 2025:
Current wording
The following table summarizes unallocated expenses within Corporate for the three and six months ended June 30, 2026 and 2025:
Previous wording
Corporate unallocated expenses of $7.5 million for the three months ended March 31, 2026 increased by $0.1 million, or 1.4%, as compared to the three months ended March 31, 2025, primarily due to higher consulting and third-party expenses, mostly offset by lower healthcare expense of $1.0 million.
Current wording
Corporate unallocated expenses of $8.1 million for the three months ended June 30, 2026 decreased by $1.6 million, or 16.5%, as compared to the three months ended June 30, 2025, primarily due to lower consulting expense.
Previous wording
The following table reconciles net earnings to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:
Current wording
The following table reconciles net earnings to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
Previous wording
Restructuring, impairment and other charges, net—Included employee termination costs of $0.6 million and $2.8 million for the three months ended March 31, 2026 and 2025, respectively. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.
Current wording
Restructuring, impairment and other charges, net—Included employee termination costs of $2.2 million and $2.8 million for the three and six months ended June 30, 2026, respectively, and $0.9 million and $3.7 million for the three and six months ended June 30, 2025, respectively. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.
Previous wording
Share-based compensation expense—Included charges of $6.4 million and $6.0 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
Share-based compensation expense—Included charges of $9.3 million and $15.7 million for the three and six months ended June 30, 2026, respectively, and $7.5 million and $13.5 million for the three and six months ended June 30, 2025, respectively.
Previous wording
Non-income tax, net—Included income of $0.1 million for the three months ended March 31, 2025 related to certain estimated non-income tax exposures.
Current wording
Non-income tax, net—Included income of $0.3 million for both the three and six months ended June 30, 2026, and $0.1 million and $0.2 million for the three and six months ended June 30, 2025, respectively, related to certain estimated non-income tax exposures.
Previous wording
Gain on sale of long-lived assets—Included a gain of $0.5 million for the three months ended March 31, 2025.
Current wording
Gain on sale of long-lived assets—Included a gain of $0.5 million for the six months ended June 30, 2025.
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 did not repatriate excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the three months ended March 31, 2026. The Company repatriated $14.0 million of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the year ended December 31, 2025. 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. The Company did not repatriate excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the six months ended June 30, 2026. The Company repatriated $14.0 million of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the year ended December 31, 2025. The Company is evaluating whether to make any cash repatriations in the future.
Previous wording
Cash and cash equivalents were $26.1 million at March 31, 2026, which included $3.8 million in the U.S. and $22.3 million at international locations.
Current wording
Cash and cash equivalents were $25.3 million at June 30, 2026, which included $3.3 million in the U.S. and $22.0 million at international locations.
Previous wording
The following table describes the Company’s cash flows for the three months ended March 31, 2026 and 2025:
Current wording
The following table describes the Company’s cash flows for the six months ended June 30, 2026 and 2025:
Previous wording
Cash Flows Provided by Financing Activities
Current wording
Cash Flows Provided by Operating Activities
Previous wording
Net cash used in operating activities was $5.6 million for the three months ended March 31, 2026 as compared to $37.7 million for the three months ended March 31, 2025. The change in net cash used in operating activities of $32.1 million was primarily due to the following factors:
Current wording
Net cash provided by operating activities was $69.1 million for the six months ended June 30, 2026 as compared to $30.7 million for the six months ended June 30, 2025. The change in net cash provided by operating activities of $38.4 million was primarily due to the following factors:
Previous wording
Accrued liabilities and other resulted in a $20.8 million favorable impact to net cash used in operating activities for the three months ended March 31, 2026, compared to the prior year period. The decrease in cash used was primarily due to lower 2026 payments of employee-related compensation, including sales commissions and incentive compensation, as a result of the Company’s 2025 operating results, an increase in vendor accruals and an increase in 2026 employee-related compensation accruals.
Current wording
Accrued liabilities and other resulted in a $24.8 million favorable impact to net cash provided by operating activities for the six months ended June 30, 2026, compared to the prior year period. The decrease in cash used was primarily due to lower 2026 payments of employee-related compensation, including sales commissions and incentive compensation, as a result of the Company’s 2025 operating results and increases in customer and vendor accruals.
Previous wording
Net cash used in investing activities was $10.3 million for the three months ended March 31, 2026, which primarily consisted of $10.4 million of capital expenditures, substantially all related to investments in software development. The Company currently expects capital expenditures to be approximately $55 million to $60 million for the year ending December 31, 2026.
Current wording
Net cash used in investing activities was $23.8 million for the six months ended June 30, 2026, which primarily consisted of $23.9 million of capital expenditures, substantially all related to investments in software development. The Company currently expects capital expenditures to be approximately $55 million to $60 million for the year ending December 31, 2026.
Previous wording
Net cash used in investing activities was $13.3 million for the three months ended March 31, 2025, which consisted of $13.3 million of capital expenditures, substantially all related to investments in software development.
Current wording
Net cash used in investing activities was $29.9 million for the six months ended June 30, 2025, which primarily consisted of $30.0 million of capital expenditures, substantially all related to investments in software development.
Previous wording
Cash Flows Used in Operating Activities
Current wording
Cash Flows Used in Financing Activities
Previous wording
Net cash provided by financing activities was $17.5 million for the three months ended March 31, 2026. During the three months ended March 31, 2026, the Company received $85.5 million of proceeds from the Revolving Facility borrowings, partially offset by $25.5 million of payments on the Revolving Facility borrowings. The Company’s common stock repurchases for the three months ended March 31, 2026 totaled $40.9 million, which included $27.3 million of repurchases under the stock repurchase program and $13.6 million associated with vesting of the Company’s equity awards.
Current wording
Net cash used in financing activities was $44.0 million for the six months ended June 30, 2026. During the six months ended June 30, 2026, the Company received $123.0 million of proceeds from the Revolving Facility borrowings, partially offset by $87.5 million of payments on the Revolving Facility borrowings. The Company’s common stock repurchases for the six months ended June 30, 2026 totaled $76.2 million, which included $62.6 million of repurchases under the stock repurchase program and $13.6 million associated with vesting of the Company’s equity awards.
Previous wording
Net cash provided by financing activities was $9.5 million for the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company received $143.5 million of proceeds from the Revolving Facility borrowings, partially offset by $68.5 million of payments on the Revolving Facility borrowings. During the three months ended March 31, 2025, the Company made $125.0 million of payments on long-term debt to retire the full amount of the Company’s then-outstanding Delayed Draw Term Loan A Facility, partially offset by proceeds of $115.0 from the Term Loan A Facility. The Company’s common stock repurchases for the three months ended March 31, 2025 totaled $53.0 million, which included $40.8 million of repurchases under the stock repurchase program and $12.2 million associated with vesting of the Company’s equity awards.
Current wording
Net cash used in financing activities was $25.5 million for the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company received $207.5 million of proceeds from the Revolving Facility borrowings, partially offset by $130.5 million of payments on the Revolving Facility borrowings. During the six months ended June 30, 2025, the Company made $126.4 million of payments on long-term debt, primarily to retire the full amount of the Company’s then-outstanding $125.0 million Delayed Draw Term Loan A Facility. The Company’s common stock repurchases for the six months ended June 30, 2025 totaled $88.7 million, which included $76.4 million of repurchases under the stock repurchase program and $12.3 million associated with vesting of the Company’s equity awards.
Previous wording
As of March 31, 2026, there were $121.0 million of borrowings outstanding under the Revolving Facility as well as $1.4 million in outstanding letters of credit, all of which reduced the availability under the Revolving Facility. Based on the Company’s results of operations for the twelve months ended March 31, 2026 and existing debt, the Company would have had the ability to utilize the remaining $177.6 million of the Revolving Facility and not have been in violation of the terms of the agreement.
Current wording
As of June 30, 2026, there were $96.5 million of borrowings outstanding under the Revolving Facility as well as $1.4 million in outstanding letters of credit, all of which reduced the availability under the Revolving Facility. Based on the Company’s results of operations for the twelve months ended June 30, 2026 and existing debt, the Company would have had the ability to utilize the remaining $202.1 million of the Revolving Facility and not have been in violation of the terms of the agreement.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Depreciation and amortization of $15.0 million for the three months ended June 30, 2026 decreased by $0.1 million, or 0.7%, as compared to the three months ended June 30, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Results of Operations for the Three Months Ended March 31, 2026 as Compared to the Three Months Ended March 31, 2025