Every material Form 8-K Donnelley Financial Solutions has filed with the SEC since February 20, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Donnelley Financial Solutions reported third-quarter 2026 results, with net sales up 5.5% to $185.0 million and net earnings of $21.3 million, or $0.85 per diluted share, compared with a net loss of $40.9 million a year earlier. Adjusted EBITDA rose 9.9% to $54.4 million, and the company gave fourth-quarter guidance of $175 million to $180 million in net sales and a 26% to 27% adjusted EBITDA margin.
Q3 2026 net sales were $185.0 million, up $9.7 million, or 5.5%, from Q3 2025, driven by software solutions and higher capital markets volumes.
Net earnings were $21.3 million, or $0.85 per diluted share, versus a net loss of $40.9 million in Q3 2025, which included an $82.8 million pension plan settlement charge.
Adjusted EBITDA margin was 29.4%, up about 120 basis points year over year.
Fourth-quarter 2026 guidance: net sales of $175 million to $180 million and adjusted EBITDA margin of 26% to 27%.
Donnelley Financial Solutions (DFIN) reported second-quarter 2026 net sales of $224.2 million, up 2.8% from a year earlier, and net earnings of $36.4 million, or $1.44 per diluted share, versus $1.28 in the second quarter of 2025. The company also issued third-quarter guidance calling for total net sales of $175 million to $185 million and an Adjusted EBITDA margin of 26% to 28%.
Net sales of $224.2 million, up $6.1 million or 2.8%; software solutions net sales rose 7.8% to $99.4 million, while print and distribution fell 15.0% to $34.6 million
Net earnings of $36.4 million, or $1.44 per diluted share, vs. $36.1 million, or $1.28, a year earlier; Adjusted EBITDA of $82.3 million with a 36.7% margin
Third-quarter 2026 guidance: total net sales of $175 million to $185 million and Adjusted EBITDA margin of 26% to 28%
Repurchased 763,451 shares for about $34.7 million; $125.4 million remained on a $150 million authorization as of June 30, 2026
DFIN said Ken Napolitano will join on June 1, 2026 as its first Chief Revenue Officer, with experience scaling commercial organizations in financial data and technology. Craig Clay, President of Global Capital Markets and a named executive officer, is transitioning out of that role and will serve as an advisor through December 31, 2026. At its May 13, 2026 annual meeting, shareholders elected all nine director nominees and approved the advisory executive compensation resolution and the Deloitte & Touche LLP appointment.
Ken Napolitano starts June 1, 2026 as Chief Revenue Officer; previously Chief Revenue Officer of Preqin
Craig Clay's employment ends December 31, 2026; he receives contractual, previously disclosed payments under the Executive Severance Plan
Eric Johnson moves from overseeing Global Investment Companies to a newly created President, Key Accounts role
Shareholders approved executive compensation with 22,326,855 for and 486,473 against
DFIN reported first-quarter 2026 net sales of $205.5 million, up 2.2% from a year earlier, and net earnings of $33.5 million, or $1.27 per diluted share, up from $1.05. The company also guided second-quarter net sales to $215 million to $225 million and authorized a new share repurchase program of up to $150 million, which shareholders may note alongside the earnings growth.
Net earnings of $33.5 million, or $1.27 per diluted share, versus $31.0 million, or $1.05, in Q1 2025
Adjusted EBITDA of $70.6 million, up 3.5%, with Adjusted EBITDA margin of 34.4%
Second-quarter 2026 guidance: total net sales of $215 million to $225 million and Adjusted EBITDA margin of 34% to 36%
New share repurchase program of up to $150 million, starting April 17, 2026, expiring December 31, 2027
DFIN reported fourth-quarter 2025 net sales of $172.5 million, up 10.4%, and Adjusted EBITDA of $45.8 million, up 44.5%, while GAAP net earnings of $6.2 million were roughly flat against $6.3 million a year earlier. For the full year, net sales fell 1.9% to $767.0 million and net earnings fell 64.9% to $32.4 million, reflecting an $82.8 million pension plan settlement charge. The company guided first-quarter 2026 total net sales to $200 million to $210 million.
Q4 2025 net sales were $172.5 million, up 10.4% from $156.3 million in Q4 2024, led by software solutions growth of 11.4%.
Q4 2025 GAAP net earnings were $6.2 million, or $0.23 per diluted share, versus $6.3 million, or $0.21, in Q4 2024.
Full-year 2025 net earnings were $32.4 million versus $92.4 million in 2024, including an $82.8 million pension plan settlement charge.
First-quarter 2026 guidance: total net sales of $200 million to $210 million and Adjusted EBITDA margin of 33% to 35%.
DFIN reported third-quarter 2025 results with net sales of $175.3 million, down 2.3% from a year earlier, and a GAAP net loss of $40.9 million, or $1.49 per diluted share, driven mainly by an $82.8 million non-cash pension plan settlement charge. Adjusted EBITDA rose 14.6% to $49.5 million, and the company guided fourth-quarter net sales to $150 million to $160 million, with the company citing a government shutdown that has curtailed IPO and other capital markets activity.
Q3 net sales were $175.3 million, down $4.2 million, or 2.3%, from Q3 2024, while software solutions net sales rose 10.3% to $90.7 million.
GAAP net loss was $40.9 million, or $1.49 per diluted share, versus net earnings of $8.7 million, or $0.29 per diluted share, a year earlier.
Non-GAAP net earnings were $23.7 million, or $0.86 per diluted share, versus $14.3 million, or $0.48 per diluted share, in Q3 2024.
Fourth-quarter guidance: total net sales of $150 million to $160 million and Adjusted EBITDA margin of 22% to 24%.
DFIN said it completed the termination of its primary defined benefit pension plan in the third quarter of 2025, settling obligations through lump sum payments and a group annuity purchased from a third-party insurer. The company will record a pre-tax non-cash settlement charge of approximately $83 million in its third quarter 2025 results, and the settlement removes a net liability of about $10 million from its balance sheet.
Pre-tax non-cash settlement charge of approximately $83 million in Q3 2025 results
Cash contribution of $12.5 million made in Q3 2025 to fully fund the plan
Plan obligations of about $200 million and plan assets of about $190 million removed from the balance sheet
Plan had been frozen since 2011; the termination process began in 2024
Donnelley Financial Solutions (DFIN) reported second-quarter 2025 net sales of $218.1 million, down 10.1% from a year earlier, and net earnings of $36.1 million, or $1.28 per diluted share, versus $44.1 million, or $1.47, in the second quarter of 2024. Software solutions sales rose 7.7% to a record $92.2 million, but the company attributed the overall decline to lower capital markets transactional activity and lower print and distribution volumes, and it guided third-quarter net sales to $165 million to $175 million.
Net sales were $218.1 million, down $24.6 million or 10.1% from the second quarter of 2024; software solutions rose 7.7% to a record $92.2 million
Adjusted EBITDA was $76.3 million, down $10.9 million, with an Adjusted EBITDA margin of 35.0%, about 90 basis points lower
Third-quarter 2025 guidance: total net sales of $165 million to $175 million and Adjusted EBITDA margin of 23% to 25%
The company repurchased 787,152 shares for about $34.3 million and authorized a new buyback of up to $150 million running through December 31, 2026
DFIN reported first-quarter 2025 results on April 30, 2025. Total net sales fell 1.1% to $201.1 million and GAAP net earnings declined to $31.0 million, or $1.05 per diluted share, from $33.3 million, or $1.09, a year earlier. Adjusted EBITDA rose 23.6% to $68.2 million, and the company also refinanced its credit agreement with a $115 million term loan A and a $300 million revolving facility maturing March 13, 2030.
Total net sales of $201.1 million, down $2.3 million or 1.1% from the first quarter of 2024
Net earnings of $31.0 million, or $1.05 per diluted share, versus $33.3 million, or $1.09, a year earlier
Adjusted EBITDA of $68.2 million, up $13.0 million or 23.6%, with a 33.9% margin
Credit agreement amended to a $115 million term loan A and $300 million revolving facility maturing March 13, 2030
On March 13, 2025, DFIN amended and restated its credit agreement with JPMorgan Chase Bank as administrative agent, providing a $115 million term loan A facility and a $300 million revolving facility maturing March 13, 2030. Proceeds will refinance in full the $125 million outstanding on its Delayed Draw Term A Loans. The same day, director Charles D. Drucker retired and the board appointed Ayman Sayed to fill the vacancy.
Term Loan A Facility of $115 million; principal due in quarterly installments and in full on March 13, 2030
$300 million revolving facility replaces the existing revolver, maturing March 13, 2030
Proceeds to refinance in full the $125 million outstanding on Delayed Draw Term A Loans
Ayman Sayed, CEO of BMC Software, appointed director; will receive a pro rated retainer totaling $43,315.07 in cash
Donnelley Financial Solutions (DFIN) reported fourth-quarter 2024 net sales of $156.3 million, down 11.4% from a year earlier, and net earnings of $6.3 million, or $0.21 per diluted share, versus $10.6 million, or $0.35, in the fourth quarter of 2023. For the full year, net sales were $781.9 million, down 1.9%, while net earnings rose to $92.4 million, or $3.06 per diluted share, from $82.2 million, or $2.69. The quarterly decline reflects lower capital markets and investment companies transactional revenue, while full-year results show higher profit despite lower sales.
Q4 2024 net sales were $156.3 million, down 11.4% from $176.5 million in Q4 2023; software solutions net sales rose 10.7% to $81.6 million.
Q4 2024 Adjusted EBITDA was $31.7 million, down $9.6 million, with an Adjusted EBITDA margin of 20.3%.
Full-year 2024 net earnings were $92.4 million, or $3.06 per diluted share, compared with $82.2 million, or $2.69, in 2023.
Full-year 2024 Free Cash Flow was $105.2 million, and the company repurchased $58.7 million of shares during the year.
Donnelley Financial Solutions, Inc. disclosed that director Jeffrey Jacobowitz resigned from its Board of Directors and all committees, effective November 19, 2024. The company said the resignation was not due to any disagreement with the company, and he had served on the board since February 2019.
Jeffrey Jacobowitz resigned from the Board and all committees, effective November 19, 2024
The filing states the resignation was not the result of any disagreement with the company
Jacobowitz had served on the Board since February 2019
DFIN reported third-quarter 2024 results on October 31, 2024. Net sales were nearly flat at $179.5 million, but net earnings fell to $8.7 million from $18.1 million, and Adjusted EBITDA dropped $6.2 million, mainly due to higher compensation-related expense and lower capital markets activity. For shareholders, the profit decline outweighed record software solutions growth of 12.3%.
Net sales of $179.5 million, down 0.3% from $180.0 million; software solutions rose 12.3% to $82.2 million, a record third quarter.
Net earnings of $8.7 million, or $0.29 per diluted share, versus $18.1 million, or $0.60 per diluted share, a year earlier.
Adjusted EBITDA of $43.2 million, down $6.2 million; Adjusted EBITDA margin of 24.1%, down about 330 basis points.
Repurchased 208,254 shares for about $13.3 million in the quarter; $108.7 million remained under the authorization as of September 30, 2024.
DFIN reported second-quarter 2024 results on July 31, 2024. Net sales were $242.7 million, up 0.2% from a year earlier, while net earnings rose 17.0% to $44.1 million, or $1.47 per diluted share. Higher software sales and cost control lifted Adjusted EBITDA 17.4% to $87.2 million, which matters to shareholders because it shows profit growing faster than revenue.
Net sales of $242.7 million, up 0.2% from $242.1 million in Q2 2023 (up 0.7% on an organic basis)
Net earnings of $44.1 million, or $1.47 per diluted share, versus $37.7 million, or $1.24, in Q2 2023
Adjusted EBITDA of $87.2 million, up 17.4%; operating cash flow of $56.2 million versus $20.2 million
Software solutions net sales rose 13.1% to $85.6 million; the company repurchased 317,388 shares for about $19.2 million in the quarter
DFIN reported first-quarter 2024 results on May 1, 2024, with net sales of $203.4 million, up 2.4% from the first quarter of 2023, and net earnings of $33.3 million, or $1.09 per diluted share, up from $15.8 million, or $0.52 per diluted share. Adjusted EBITDA rose 30.2% to $55.2 million, and the company said software solutions growth and a higher-margin sales mix drove the improvement.
Net sales $203.4 million, up 2.4% (2.8% organic); software solutions net sales rose 14.6% to $80.3 million
Net earnings $33.3 million, or $1.09 per diluted share, versus $0.52 a year earlier; includes an after-tax benefit of $5.5 million, mainly from a gain on the sale of land
Adjusted EBITDA $55.2 million, up 30.2%; operating cash flow was negative $27.9 million, improved from negative $51.5 million; share repurchases totaled about $8.8 million with $141.2 million remaining authorization at March 31, 2024
Donnelley Financial Solutions reported fourth-quarter 2023 net sales of $176.5 million, up 5.2% from a year earlier, but diluted EPS was $0.35 versus $0.36. For the full year, net sales were $797.2 million, down from $833.6 million, and diluted EPS was $2.69 versus $3.17, so profit declined even as the company cited growth in software solutions. The company also authorized a new $150 million buyback and said a new SEC shareholder report rule is expected to be slightly dilutive to 2024 earnings before adding to 2025.
Q4 2023 net sales of $176.5 million, up from $167.7 million; Q4 diluted EPS $0.35 versus $0.36 in Q4 2022
Full-year 2023 net sales of $797.2 million versus $833.6 million in 2022; full-year diluted EPS $2.69 versus $3.17
Full-year 2023 Adjusted EBITDA of $207.4 million, a 26.0% margin, versus $218.3 million in 2022
New buyback of up to $150 million from January 1, 2024 through December 31, 2025; TSR rule expected to add $20 million to $25 million in annual net sales in 2025
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