Donnelley Financial Solutions, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 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.
Sep 30, 2026 · Filed Oct 29, 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 2026-06-30; filed 2026-07-30.
0001193125-26-326099
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0001193125-26-437777
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 139 previous paragraphs and 142 current paragraphs.
60 unchanged; 51 reworded; 31 added; 27 removed; 1 previous and 0 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 (31)
Current report
Third Quarter Overview
Current report
Income from operations for the three months ended September 30, 2026 increased by $4.4 million, or 15.6%, to $32.6 million from $28.2 million for the three months ended September 30, 2025, primarily due to higher net sales of $9.7 million, as described above, partially offset by higher SG&A expenses of $5.6 million. The increase in SG&A expenses was primarily driven by higher incentive compensation expense, higher selling expense and higher employee-related expense, partially offset by lower healthcare expense and lower bad debt expense of $1.0 million.
Current report
Income from operations for the nine months ended September 30, 2026 increased by $10.3 million, or 8.1%, to $137.1 million from $126.8 million for the nine months ended September 30, 2025, primarily due to higher net sales of $20.2 million, as described above, and lower cost of sales of $2.2 million, partially offset by higher SG&A expenses of $11.9 million. The decrease in cost of sales was primarily driven by cost control initiatives, partially offset by higher product development costs. The increase in SG&A expenses was primarily driven by higher selling expense, higher incentive compensation expense and higher share-based compensation expense of $2.9 million, partially offset by lower healthcare expense and lower consulting expense.
Current report
Results of Operations for the Three and Nine Months Ended September 30, 2026 as Compared to the Three and Nine Months Ended September 30, 2025
Current report
Net sales of tech-enabled services of $72.3 million for the three months ended September 30, 2026 increased by $3.7 million, or 5.4%, as compared to the three months ended September 30, 2025. Net sales of tech-enabled services increased due to higher capital markets net sales of $2.8 million and higher investment companies net sales of $0.9 million, both largely driven by higher transactional volumes.
Current report
Net sales of print and distribution of $17.5 million for the three months ended September 30, 2026 increased by $1.5 million, or 9.4%, as compared to the three months ended September 30, 2025. Net sales of print and distribution increased primarily due to higher capital markets net sales of $1.9 million, largely driven by higher compliance volumes.
Current report
Depreciation and amortization of $14.3 million for the three months ended September 30, 2026 decreased by $0.9 million, or 5.9%, as compared to the three months ended September 30, 2025.
Current report
Interest expense, net of $2.5 million for the three months ended September 30, 2026 decreased by $0.4 million, or 13.8%, as compared to the three months ended September 30, 2025.
Current report
Pension plan settlement charge of $82.8 million for the three months ended September 30, 2025 consisted of a non-cash loss on the settlement of the Company’s primary defined benefit plan (the “Plan”) due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss.
Current report
Income from operations of $137.1 million for the nine months ended September 30, 2026 increased by $10.3 million, or 8.1%, as compared to the nine months ended September 30, 2025 primarily due to higher net sales of $20.2 million, as described above, and lower cost of sales of $2.2 million, partially offset by higher SG&A expenses of $11.9 million. The decrease in cost of sales was primarily driven by cost control initiatives, partially offset by higher product development costs. The increase in SG&A expenses was primarily driven by higher selling expense, higher incentive compensation expense and higher share-based compensation expense of $2.9 million, partially offset by lower healthcare expense and lower consulting expense.
Current report
Interest expense, net of $8.8 million for the nine months ended September 30, 2026 decreased by $1.0 million, or 10.2%, as compared to the nine months ended September 30, 2025.
Current report
Pension plan settlement charge of $82.8 million for the nine months ended September 30, 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.
Current report
Segment Adjusted EBITDA of $62.1 million for the nine months ended September 30, 2026 increased by $5.2 million, or 9.1%, as compared to the nine months ended September 30, 2025, primarily due to higher net sales of $18.4 million, partially offset by higher SG&A expenses of $11.3 million and higher cost of sales of $1.8 million. The increase in SG&A expenses was largely driven by higher selling expense from the increase in net sales, higher bad debt expense of $2.6 million, higher employee-related expense, higher incentive compensation expense and a higher allocation of overhead costs from the increase in net sales, whereas the increase in cost of sales was largely driven by higher net sales and a higher allocation of overhead costs.
Current report
Segment Adjusted EBITDA margin decreased by approximately 50 bps from 33.5% for the nine months ended September 30, 2025 to 33.0% for the nine months ended September 30, 2026, primarily due to an approximately 190 bps increase in SG&A expenses as a percentage of net sales, largely driven by higher selling expense, higher bad debt expense, higher employee-related expense, higher incentive compensation expense and a higher allocation of overhead costs, partially offset by an approximately 150 bps decrease in cost of sales as a percentage of net sales, largely driven by higher net sales.
Current report
Segment Adjusted EBITDA of $25.2 million for the three months ended September 30, 2026 increased by $5.6 million, or 28.6%, as compared to the three months ended September 30, 2025, primarily due to higher net sales of $4.7 million and lower SG&A expenses of $1.1 million. The decrease in SG&A expenses was largely driven by lower bad debt expense of $1.8 million.
Current report
Segment Adjusted EBITDA margin increased by approximately 640 bps from 34.3% for the three months ended September 30, 2025 to 40.7% for the three months ended September 30, 2026, primarily due to an approximately 400 bps decrease in SG&A expenses as a percentage of net sales, largely driven by higher net sales and lower bad debt expense, and an approximately 240 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.
Current report
Segment Adjusted EBITDA of $99.1 million for the nine months ended September 30, 2026 increased by $6.0 million, or 6.4%, as compared to the nine months ended September 30, 2025, primarily due to higher net sales of $6.0 million and cost control initiatives.
Current report
Segment Adjusted EBITDA margin increased by approximately 150 bps from 39.7% for the nine months ended September 30, 2025 to 41.2% for the nine months ended September 30, 2026, primarily due to an approximately 90 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.
Current report
Segment Adjusted EBITDA of $11.2 million for the three months ended September 30, 2026 decreased by $0.4 million, or 3.4%, as compared to the three months ended September 30, 2025, primarily due to lower net sales.
Current report
Segment Adjusted EBITDA margin decreased by approximately 60 bps from 36.6% for the three months ended September 30, 2025 to 36.0% for the three months ended September 30, 2026, primarily due to lower net sales.
Current report
Segment Adjusted EBITDA of $38.9 million for the nine months ended September 30, 2026 increased by $0.3 million, or 0.8%, as compared to the nine months ended September 30, 2025, primarily due to lower SG&A expenses of $1.4 million and higher net sales of $0.4 million, partially offset by higher cost of sales of $1.6 million. The decrease in SG&A expenses was largely driven by cost control initiatives, whereas the increase in cost of sales was largely driven by higher product development costs.
Current report
Segment Adjusted EBITDA margin increased by approximately 10 bps from 39.6% for the nine months ended September 30, 2025 to 39.7% for the nine months ended September 30, 2026, primarily due to higher net sales.
Current report
Net sales of $27.9 million for the three months ended September 30, 2026 increased by $0.5 million, or 1.8%, as compared to the three months ended September 30, 2025, primarily due to higher tech-enabled services net sales of $0.9 million, largely driven by higher transactional volumes.
Current report
Segment Adjusted EBITDA of $10.8 million for the three months ended September 30, 2026 increased by $1.3 million, or 13.7%, as compared to the three months ended September 30, 2025, primarily due to higher net sales of $0.5 million and lower SG&A expenses of $0.5 million.
Current report
Net sales of $87.8 million for the nine months ended September 30, 2026 decreased by $4.6 million, or 5.0%, as compared to the nine months ended September 30, 2025, primarily due to lower print and distribution net sales of $4.7 million, largely driven by lower compliance volumes.
Current report
Segment Adjusted EBITDA of $34.8 million for the nine months ended September 30, 2026 increased by $0.5 million, or 1.5%, as compared to the nine months ended September 30, 2025, primarily due to lower cost of sales of $3.8 million and lower SG&A expenses of $1.2 million, partially offset by lower net sales of $4.6 million. The decrease in cost of sales was largely driven by lower sales volumes, whereas the decrease in SG&A expenses was largely driven by lower bad debt expense of $0.7 million.
Current report
Pension plan settlement charge—Consisted of an $82.8 million non-cash loss for the three and nine months ended September 30, 2025 from the settlement of the Company’s Plan (the “Plan Settlement”) due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss. Refer to Note 6, Retirement Plans, to the Unaudited Condensed Consolidated Financial Statements for additional information.
Current report
Accelerated rent benefit—Included a gain of $1.6 million for the three and nine months ended September 30, 2025 related to the acceleration of rent expense associated with termination and modification of certain operating leases.
Current report
Deferred income taxes resulted in a $21.3 million favorable impact to net cash provided by operating activities for the nine months ended September 30, 2026, compared to the prior year period. The increase was primarily due to the deferred tax benefit recognized in 2025 in connection with the Plan Settlement.
Current report
Pension and other postretirement benefits plans contributions resulted in a $12.5 million favorable impact to net cash provided by operating activities for the nine months ended September 30, 2026, compared to the prior year period. The decrease in pension and other postretirement benefits plans contributions was due to the Company’s $12.5 million cash contribution to fully fund the Plan in connection with the Plan Settlement during the nine months ended September 30, 2025.
Current report
Income taxes payable and receivable resulted in an $8.8 million favorable impact to net cash provided by operating activities for the nine months ended September 30, 2026, compared to the prior year period. The increase was primarily due to overpayment of income taxes in 2025 and federal income tax refunds in 2026. Cash paid for income taxes, net of refunds, was $22.2 million for the nine months ended September 30, 2026, compared to $23.6 million in the prior year period.
Removed paragraphs (27)
Previous report
Second Quarter Overview
Previous 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.
Previous 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.
Previous 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
Previous report
Consolidated
Previous 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.
Previous report
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 report
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 report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 report
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 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.
Previous 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.
Previous 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.
Previous report
Income tax payments decreased by $4.1 million to $16.7 million for the six months ended June 30, 2026, compared to the prior year period, primarily due to a favorable cash tax impact of the research and development expenditures provisions of the One Big Beautiful Bill Act.
Reworded paragraphs (51)
Previous wording
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 wording
Net sales for the three months ended September 30, 2026 increased by $9.7 million, or 5.5%, to $185.0 million from $175.3 million for the three months ended September 30, 2025. Net sales increased due to higher software solutions net sales of $4.5 million, higher tech-enabled services net sales of $3.7 million and higher print and distribution net sales of $1.5 million. The increase in software solutions net sales was primarily driven by higher ActiveDisclosure net sales of $5.4 million. The increase in tech-enabled services net sales was primarily driven by higher transactional volumes. The increase in print and distribution net sales was primarily driven by higher compliance volumes.
Previous 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.
Current wording
Net sales for the nine months ended September 30, 2026 increased by $20.2 million, or 3.4%, to $614.7 million from $594.5 million for the nine months ended September 30, 2025, including a $1.1 million, or 0.2%, increase due to changes in foreign currency exchange rates. Net sales increased due to higher software solutions net sales of $18.8 million and higher tech-enabled services net sales of $2.3 million, partially offset by lower print and distribution net sales of $0.9 million. The increase in software solutions net sales was primarily driven by higher ActiveDisclosure net sales of $16.3 million and higher Venue net sales of $2.1 million. The increase in tech-enabled services net sales was primarily driven by higher transactional volumes, partially offset by lower compliance volumes. The decrease in print and distribution net sales was primarily driven by lower compliance volumes, partially offset by higher capital markets transactional volumes.
Previous wording
The chief operating decision maker 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 13, Segment Information, which management believes are not indicative of ongoing operations and segment performance. Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses. See Note 13, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings before income taxes.
Current wording
The chief operating decision maker 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 (loss) before interest expense, net, income tax expense (benefit), depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as further described in Note 12, Segment Information, which management believes are not indicative of ongoing operations and segment performance. Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses. See Note 12, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings (loss) before income taxes.
Previous wording
The following table shows the results of operations for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table shows the results of operations for the three and nine months ended September 30, 2026 and 2025:
Previous 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.
Current wording
Net sales of software solutions of $95.2 million for the three months ended September 30, 2026 increased by $4.5 million, or 5.0%, as compared to the three months ended September 30, 2025. Net sales of software solutions increased primarily due to higher ActiveDisclosure net sales of $5.4 million, largely driven by higher sales volumes.
Previous 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%.
Current wording
Software solutions cost of sales of $30.0 million for the three months ended September 30, 2026 increased by $1.6 million, or 5.6%, as compared to the three months ended September 30, 2025. Software solutions cost of sales increased primarily due to higher product development costs. As a percentage of software solutions net sales, software solutions cost of sales increased by 0.2%, largely driven by higher product development costs.
Previous wording
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 wording
Tech-enabled services cost of sales of $27.4 million for the three months ended September 30, 2026 decreased by $0.5 million, or 1.8%, as compared to the three months ended September 30, 2025. Tech-enabled services cost of sales decreased primarily due to cost control initiatives, partially offset by higher incentive compensation expense. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased by 2.8%, 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 higher incentive compensation expense.
Previous 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%.
Current wording
Print and distribution cost of sales of $7.8 million for the three months ended September 30, 2026 decreased by $1.2 million, or 13.3%, as compared to the three months ended September 30, 2025. Print and distribution cost of sales decreased primarily due to cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased by 11.7%, largely driven by cost control initiatives.
Previous 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.
Current wording
SG&A expenses of $72.9 million for the three months ended September 30, 2026 increased by $5.6 million, or 8.3%, as compared to the three months ended September 30, 2025. SG&A expenses increased primarily due to higher incentive compensation expense, higher selling expense associated with the increase in net sales and higher employee-related expense, partially offset by lower healthcare expense and lower bad debt expense of $1.0 million. As a percentage of net sales, SG&A expenses increased to 39.4% for the three months ended September 30, 2026 from 38.4% for the three months ended September 30, 2025.
Previous wording
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 wording
Restructuring, impairment and other charges, net of $0.2 million for the three months ended September 30, 2026 decreased by $0.7 million, or 77.8%, as compared to the three months ended September 30, 2025.
Previous wording
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 wording
Income from operations of $32.6 million for the three months ended September 30, 2026 increased by $4.4 million, or 15.6%, as compared to the three months ended September 30, 2025. Income from operations increased primarily due to higher net sales of $9.7 million, as described above, partially offset by higher SG&A expenses of $5.6 million. The increase in SG&A expenses was primarily driven by higher incentive compensation expense, higher selling expense and higher employee-related expense, partially offset by lower healthcare expense and lower bad debt expense of $1.0 million.
Previous 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.
Current wording
The effective income tax rate was 28.5% for the three months ended September 30, 2026, as compared to 29.4% for the three months ended September 30, 2025. The decrease in the effective income tax rate was primarily driven by a decrease in the net unfavorable impact of discrete adjustments, partially offset by the Company’s pre-tax loss for the three months ended September 30, 2025.
Previous wording
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 wording
Net sales of software solutions of $286.3 million for the nine months ended September 30, 2026 increased by $18.8 million, or 7.0%, as compared to the nine months ended September 30, 2025. Net sales of software solutions increased primarily due to higher ActiveDisclosure net sales of $16.3 million and higher Venue net sales of $2.1 million, both largely driven by higher sales volumes.
Previous wording
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 wording
Net sales of tech-enabled services of $232.6 million for the nine months ended September 30, 2026 increased by $2.3 million, or 1.0%, as compared to the nine months ended September 30, 2025. Net sales of tech-enabled services increased primarily due to higher capital markets net sales of $2.2 million, largely driven by higher transactional volumes, partially offset by lower compliance volumes.
Previous wording
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 wording
Net sales of print and distribution of $95.8 million for the nine months ended September 30, 2026 decreased by $0.9 million, or 0.9%, as compared to the nine months ended September 30, 2025. Net sales of print and distribution decreased due to lower investment companies net sales of $4.7 million, partially offset by higher capital markets net sales of $3.8 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.
Previous wording
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 wording
Software solutions cost of sales of $85.8 million for the nine months ended September 30, 2026 increased by $3.4 million, or 4.1%, as compared to the nine months ended September 30, 2025. Software solutions cost of sales increased primarily due to higher sales volumes, higher product development costs and a higher allocation of overhead costs from the increase in net sales. As a percentage of software solutions net sales, software solutions cost of sales decreased by 0.8%, largely driven by higher sales volumes, partially offset by higher product development costs and a higher allocation of overhead costs.
Previous 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.
Current wording
Tech-enabled services cost of sales of $84.0 million for the nine months ended September 30, 2026 decreased by $2.8 million, or 3.2%, as compared to the nine months ended September 30, 2025. Tech-enabled services cost of sales decreased primarily due to cost control initiatives and a lower allocation of overhead costs. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased by 1.6%, largely driven by cost control initiatives and a lower allocation of overhead costs.
Previous wording
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 wording
Print and distribution cost of sales of $45.5 million for the nine months ended September 30, 2026 decreased by $2.8 million, or 5.8%, as compared to the nine months ended September 30, 2025. Print and distribution cost of sales decreased primarily due to cost control initiatives and a lower allocation of overhead costs. As a percentage of print and distribution net sales, print and distribution cost of sales decreased by 2.4%, largely driven by cost control initiatives and a lower allocation of overhead costs.
Previous wording
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 wording
SG&A expenses of $215.0 million for the nine months ended September 30, 2026 increased by $11.9 million, or 5.9%, as compared to the nine months ended September 30, 2025. SG&A expenses increased primarily due to higher selling expense associated with the increase in net sales, higher incentive compensation expense and higher share-based compensation expense of $2.9 million, partially offset by lower healthcare expense, cost control initiatives and lower consulting expense. As a percentage of net sales, SG&A expenses increased to 35.0% for the nine months ended September 30, 2026 from 34.2% for the nine months ended September 30, 2025.
Previous wording
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.
Current wording
Depreciation and amortization of $44.3 million for the nine months ended September 30, 2026 decreased by $0.1 million, or 0.2%, as compared to the nine months ended September 30, 2025.
Previous wording
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 wording
Restructuring, impairment and other charges, net of $3.2 million for the nine months ended September 30, 2026 decreased by $1.6 million, or 33.3%, as compared to the nine months ended September 30, 2025. For the nine months ended September 30, 2026, these charges included $2.9 million of employee termination costs for approximately 20 employees. For the nine months ended September 30, 2025, these charges included $4.5 million of employee termination costs for approximately 60 employees.
Previous wording
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 wording
The effective income tax rate was 28.4% for the nine months ended September 30, 2026, as compared to 20.6% for the nine months ended September 30, 2025. The increase in the effective income tax rate was primarily driven by a decrease in the net favorable impact of discrete adjustments and higher pre-tax earnings.
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 and six months ended June 30, 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 nine months ended September 30, 2026 and 2025:
Previous wording
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 wording
Net sales of $64.1 million for the three months ended September 30, 2026 increased by $5.1 million, or 8.6%, as compared to the three months ended September 30, 2025, primarily due to higher ActiveDisclosure net sales of $5.4 million, largely driven by higher sales volumes.
Previous 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.
Current wording
Segment Adjusted EBITDA of $19.2 million for the three months ended September 30, 2026 decreased by $1.4 million, or 6.8%, as compared to the three months ended September 30, 2025, primarily due to higher SG&A expenses of $5.3 million and higher cost of sales of $1.1 million, partially offset by higher net sales of $5.1 million. The increase in SG&A expenses was largely driven by higher selling expense from the increase in net sales, higher bad debt expense of $1.0 million and higher incentive compensation expense, whereas the increase in cost of sales was largely driven by higher incentive compensation expense.
Previous 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.
Current wording
Segment Adjusted EBITDA margin decreased by approximately 490 basis points (“bps”) from 34.9% for the three months ended September 30, 2025 to 30.0% for the three months ended September 30, 2026, primarily due to an approximately 500 bps increase in SG&A expenses as a percentage of net sales, largely driven by higher selling expense, higher bad debt expense and higher incentive compensation expense.
Previous wording
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 wording
Net sales of $188.4 million for the nine months ended September 30, 2026 increased by $18.4 million, or 10.8%, as compared to the nine months ended September 30, 2025, due to higher ActiveDisclosure net sales of $16.3 million and higher Venue net sales of $2.1 million, both largely driven by higher sales volumes.
Previous wording
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 wording
Net sales of $61.9 million for the three months ended September 30, 2026 increased by $4.7 million, or 8.2%, as compared to the three months ended September 30, 2025, due to higher tech-enabled services net sales of $2.8 million and higher print and distribution net sales of $1.9 million. The increase in tech-enabled services net sales was largely driven by higher transactional volumes, whereas the increase in print and distribution net sales was largely driven by higher compliance volumes.
Previous wording
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 wording
Net sales of $240.6 million for the nine months ended September 30, 2026 increased by $6.0 million, or 2.6%, as compared to the nine months ended September 30, 2025, due to higher print and distribution net sales of $3.8 million and higher tech-enabled services net sales of $2.2 million. The increases in print and distribution net sales and tech-enabled services net sales were both largely driven by higher transactional volumes, partially offset by lower compliance volumes.
Previous 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.
Current wording
Net sales of $31.1 million for the three months ended September 30, 2026 decreased by $0.6 million, or 1.9%, as compared to the three months ended September 30, 2025, primarily due to lower sales volumes.
Previous wording
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 wording
Net sales of $97.9 million for the nine months ended September 30, 2026 increased by $0.4 million, or 0.4%, as compared to the nine months ended September 30, 2025, primarily due to price increases, partially offset by lower sales volumes.
Previous wording
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 wording
Segment Adjusted EBITDA margin increased by approximately 400 bps from 34.7% for the three months ended September 30, 2025 to 38.7% for the three months ended September 30, 2026, primarily due to an approximately 200 bps decrease in SG&A expenses as a percentage of net sales and an approximately 170 bps decrease in cost of sales as a percentage of net sales, both 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
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.
Current wording
Segment Adjusted EBITDA margin increased by approximately 250 bps from 37.1% for the nine months ended September 30, 2025 to 39.6% for the nine months ended September 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 and six months ended June 30, 2026 and 2025:
Current wording
The following table summarizes unallocated expenses within Corporate for the three and nine months ended September 30, 2026 and 2025:
Previous 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.
Current wording
Corporate unallocated expenses of $12.0 million for the three months ended September 30, 2026 increased by $0.2 million, or 1.7%, as compared to the three months ended September 30, 2025, primarily due to higher incentive compensation expense, partially offset by lower healthcare expense.
Previous wording
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 wording
Corporate unallocated expenses of $27.6 million for the nine months ended September 30, 2026 decreased by $1.3 million, or 4.5%, as compared to the nine months ended September 30, 2025, primarily due to lower healthcare expense, partially offset by higher incentive compensation expense.
Previous wording
The following table reconciles net earnings to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table reconciles net earnings (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:
Previous 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.
Current wording
Restructuring, impairment and other charges, net—Included employee termination costs of $2.9 million for the nine months ended September 30, 2026, and $0.8 million and $4.5 million for the three and nine months ended September 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 $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.
Current wording
Share-based compensation expense—Included charges of $7.5 million and $23.2 million for the three and nine months ended September 30, 2026, respectively, and $6.8 million and $20.3 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
Gain on sale of long-lived assets—Included a gain of $0.5 million for the six months ended June 30, 2025.
Current wording
Gain on sales of long-lived assets—Included a gain of $0.2 million for both the three and nine months ended September 30, 2026 and $0.5 million for the nine months ended September 30, 2025.
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Previous report — wording carried elsewhere
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.