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What changed in Donnelley Financial Solutions, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Donnelley Financial Solutions, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+291 added−324 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in Donnelley Financial Solutions, Inc.'s 2025 10-K

291 paragraphs added · 324 removed · 237 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCapital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the SEC's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system for their transactional and ongoing compliance needs. 4 The Company assists its capital markets clients throughout the course of initial public offerings (“IPOs”), secondary offerings, mergers and acquisitions (“M&A”), public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition companies (“SPAC”) and subsequent de-SPAC transactions and other similar transactions.
Biggest changeThe Company supports clients primarily in North America, Europe and Asia. Capital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting documents through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system for their transactional and ongoing compliance needs.
Investment Company Act of 1940, as amended (the “Investment Company Act”) as well as European and Canadian regulations. The Company’s Arc Suite software platform is ISO/IEC 27001:2013-certified and enables its investment companies clients to comply with applicable ongoing SEC, Canadian and European regulations as well as to create, manage and deliver accurate and timely financial communications to investors and regulators.
Investment Company Act of 1940, as amended (the “Investment Company Act”) as well as European and Canadian regulations. The Company’s Arc Suite software platform is ISO/IEC 27001:2013-certified and enables its investment companies clients to comply with applicable ongoing SEC, European and Canadian regulations as well as to create, manage and deliver accurate and timely financial communications to investors and regulators.
The Company’s services and sales teams currently support clients in the United States, Canada and Europe. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents (including incorporating appropriate iXBRL tagging) through the SEC's EDGAR system.
The Company’s services and sales teams currently support clients in the United States, Europe and Canada. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents (including incorporating appropriate iXBRL tagging) through the SEC’s EDGAR system.
In 2024, approximately 47% of investment companies net sales related to software solutions, while tech-enabled services and print and distribution solutions accounted for approximately 53% of investment companies net sales, of which approximately 92% were compliance in nature and 8% were transactional in nature.
In 2024, approximately 47% of investment companies net sales related to software solutions, while tech-enabled services and print and distribution solutions accounted for approximately 53% of investment companies net sales, of which approximately 92% were compliance in nature and approximately 8% were transactional in nature.
The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for when it is still regulatorily required or requested by investors.
The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for when it is still regulatorily required or requested by clients.
Investment Companies The Company provides software solutions, tech-enabled services and print, distribution and fulfillment solutions to its investment companies clients, which are primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators, that are subject to the filing and reporting requirements of the U.S.
Investment Companies The Company provides software solutions, tech-enabled services and print and distribution solutions to its investment companies clients, which are primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators, that are subject to the filing and reporting requirements of the U.S.
Investment Companies – Software Solutions —The IC-SS segment provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including ArcDigital, ArcPro, ArcRegulatory and ArcReporting as well as services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors.
Investment Companies – Software Solutions —The IC-SS segment provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including subscriptions to ArcDigital, ArcPro, ArcRegulatory and ArcReporting as well as related services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors.
In addition to learning and development, the Company requires employees to complete a series of mandatory courses in data protection, IT security, principles of ethical business conduct, harassment awareness, anti-corruption/anti-trust and data privacy. In 2024, the Company achieved 100% completion of these required courses. Employee Experience —DFIN’s Total Wellbeing program underscores its employment value proposition.
In addition to learning and development, the Company requires employees to complete a series of mandatory courses in data protection, IT security, principles of ethical business conduct, harassment awareness, anti-corruption/anti-trust and data privacy. In 2025, the Company achieved 100% completion of these required courses. Employee Experience —DFIN’s Total Wellbeing program underscores its employment value proposition.
The Company’s policies also provides up to 12 weeks of paid maternity leave and six weeks paid leave for fathers and both adoptive parents in the U.S. The Company continued to embrace a flexible model in which employees work remotely (with the exception of essential employees whose roles require them to be on site).
The Company’s policies also provide up to 12 weeks of paid maternity leave and six weeks paid leave for fathers and both adoptive parents in the U.S. The Company continued to embrace a flexible model in which employees work remotely (with the exception of essential employees whose roles require them to be on site).
Distribution The Company’s products are distributed to end-users through the U.S. or foreign postal services, through retail channels, electronically or by direct shipment to customer facilities. Customers For each of the years ended December 31, 2024, 2023 and 2022, no customer accounted for 10% or more of the Company’s net sales.
Distribution The Company’s products are distributed to end-users through the U.S. or foreign postal services, through retail channels, electronically or by direct shipment to customer facilities. Customers For each of the years ended December 31, 2025, 2024 and 2023, no customer accounted for 10% or more of the Company’s net sales.
For the sixth year in a row, the Company was chosen as one of the Best Places to Work by Built In, for offering the best compensation packages, total rewards and cultural programs, among peers. Built In is an online community for startups and tech companies.
For the seventh year in a row, the Company was chosen as one of the Best Places to Work by Built In, for offering the best compensation packages, total rewards and cultural programs, among peers. Built In is an online community for startups and tech companies.
Paper and ink are sourced from a small set of select suppliers to ensure consistent quality and provide for continuity of supply. The Company does not currently anticipate any significant supply chain challenges for raw materials in 2025.
Paper and ink are sourced from a small set of select suppliers to ensure consistent quality and provide for continuity of supply. The Company does not currently anticipate any significant supply chain challenges for raw materials in 2026.
These proof points have helped to attract, engage and retain employees and have translated into being certified as a Most Loved Workplace® by the Best Practice Institute, a leadership benchmark research company, three years in a row.
These proof points have helped to attract, engage and retain employees and have translated into being certified as a Most Loved Workplace® by the Best Practice Institute, a leadership benchmark research company, four years in a row.
In 2024, the Company continued its strategy to provide greater market-driven and predictable pay and benefit programs through the “My Total Wellbeing” program.
In 2025, the Company continued its strategy to provide greater market-driven and predictable pay and benefit programs through the “My Total Wellbeing” program.
The Company sets annual leading and lagging indicators to improve its sustainability performance and in 2024 achieved a workforce total recordable incident rate of 0.19 (per 200,000 hours worked).
The Company sets annual leading and lagging indicators to improve its sustainability performance and in 2025 achieved a workforce total recordable incident rate of 0.27 (per 200,000 hours worked).
In 2024, the Company was again ranked on Newsweek’s list of Top Most Loved Workplaces® in America, which recognizes companies that have created a workplace where employees feel respected, inspired and appreciated. Employees cited their strong bond with coworkers, flexible work schedules and strong management and senior leadership among the reasons they loved working for DFIN.
In 2025, the Company was ranked on The Wall Street Journal’s list of Top Most Loved Workplaces® in America, which recognizes companies that have created a workplace where employees feel respected, inspired and appreciated. Employees cited their strong bond with coworkers, flexible work schedules and strong management and senior leadership among the reasons they loved working for DFIN.
As of December 31, 2024, the Company had approximately 1,800 employees, approximately 84% of whom are located in the United States and approximately 16% in international locations. The Company’s workforce is approximately 40% female and 60% male, with an average tenure of approximately 13.6 years with the Company (including periods prior to the Separation from RRD).
As of December 31, 2025, the Company had approximately 1,750 employees, approximately 84% of whom are located in the United States and approximately 16% in international locations. The Company’s workforce is approximately 40% female and approximately 60% male, with an average tenure of approximately 14.0 years with the Company (including periods prior to the Separation from RRD).
DFIN’s strategy in its Software Solutions segments (CM-SS and IC-SS, as defined below) aligns with the changing marketplace by focusing the Company’s investments and resources in its advanced software solutions, primarily ActiveDisclosure® (“ActiveDisclosure”), Arc Suite® software platform (“Arc Suite”) and Venue® Virtual Data Room (“Venue”).
DFIN’s strategy in its Software Solutions segments (CM-SS and IC-SS, as defined below) aligns with the changing marketplace by focusing the Company’s resources in its advanced software solutions, primarily ActiveDisclosure® (“ActiveDisclosure”), Arc Suite® software platform (“Arc Suite”) and Venue® Virtual Data Room (“Venue”), while making targeted investments to further enhance product features.
The Company also hires contractors for production and engineering support. None of the Company’s employees are represented by a labor union or covered by a collective bargaining agreement. The Company’s 2024 voluntary turnover rate was approximately 6.0% for both its U.S. and global workforce.
The Company also hires contractors for production and engineering support. None of the Company’s employees are represented by a labor union or covered by a collective bargaining agreement. The Company’s 2025 voluntary turnover rate was approximately 5.4% for its global workforce and approximately 5.1% for its U.S. workforce.
In 2024, tech-enabled services and print and distribution solutions accounted for approximately 60% of capital markets net sales, of which approximately 55% were transactional in nature and 45% were compliance in nature. In 2023, approximately 34% of capital markets net sales related to software solutions, of which approximately 59% related to Venue and 34% related to ActiveDisclosure.
In 2024, tech-enabled services and print and distribution solutions accounted for approximately 60% of capital markets net sales, of which approximately 55% were transactional in nature and approximately 45% were compliance in nature.
In 2023, the Company launched an Employee Stock Purchase Plan, which allowed eligible employees based in the U.S. to purchase DFIN stock at a 10% discount through payroll deductions. In 2024, the program was extended to eligible employees based in Canada and the United Kingdom.
The Company maintains an Employee Stock Purchase Plan, which allows eligible employees based in the U.S., Canada and the United Kingdom to purchase DFIN stock at a 10% discount through payroll deductions.
The Company expects competition to increase from existing competitors as well as new and emerging market entrants. In addition, as the Company expands its services and product offerings, it may face competition from new and existing competitors.
The Company expects competition to increase from existing competitors as well as new and emerging market entrants. In addition, as the Company expands its services and product offerings, it may face competition from new and existing competitors, including those offering AI-enabled or self-filing services and products.
These actions are driving significant changes which impact the Company’s customers, and have enabled the Company to offer new value-added functionality and services and accelerate its transition from print and distribution to software solutions. It is the Company’s policy to conduct its global operations in accordance with all applicable laws, regulations and other requirements.
Regulatory changes have enabled the Company to offer new value-added functionality and services, leverage its domain expertise and accelerate its transition from print and distribution to software solutions. 8 It is the Company’s policy to conduct its global operations in accordance with all applicable laws, regulations and other requirements.
The Company offers around-the-clock services to support the transaction process, production platform and service delivery. Clients utilize the range of options available to them, including a hybrid approach with working group members participating both virtually and in-person during drafting sessions for their transactions or a fully-virtual experience.
Clients utilize the range of options available to them, including a hybrid approach with working group members participating both virtually and in-person during drafting sessions for their transactions or a fully-virtual experience.
In 2023, approximately 42% of investment companies net sales related to software solutions, while tech-enabled services and print and distribution solutions accounted for approximately 58% of investment companies net sales, of which 89% were compliance in nature and 11% were transactional in nature.
In 2025, approximately 53% of investment companies net sales related to software solutions, while tech-enabled services and print and distribution solutions accounted for approximately 47% of investment companies net sales, of which approximately 93% were compliance in nature and approximately 7% were transactional in nature.
Manufacturing employees achieved a 100% completion rate for job-specific safety training and participate in an onsite safety committee that promotes safe practices at work and at home. 10 2024 marked the sixth year DFIN observed the importance of employee health and safety among its global workforce through its annual Safety Week event, which included blood pressure screenings, stress management exercises and virtual ergonomic sessions.
Manufacturing employees achieved a 100% completion rate for job-specific safety training and participate in an onsite safety committee that promotes safe practices at work and at home. 2025 marked the seventh year DFIN celebrated the importance of employee health and safety among its global workforce through its annual safety recognition event, which this year included blood pressure screenings and other safety awareness activities.
In its Compliance & Communications Management segments (CM-CCM and IC-CCM, as defined below), the Company’s strategy focuses on maintaining its market-leading position by offering a high-touch, service-oriented experience, providing regulatory domain expertise, and using its unique combination of tech-enabled services and print and distribution capabilities.
In its Compliance & Communications Management segments (CM-CCM and IC-CCM, as defined below), the Company’s strategy focuses on maintaining its market-leading position by offering a high-touch, service-oriented experience, using its unique combination of tech-enabled services and print and distribution capabilities. Company History On October 1, 2016, DFIN became an independent publicly traded company through the distribution by R.R.
The Company’s competitors for SEC filing services for investment companies clients include full service traditional providers, small niche technology providers as well as local and regional print providers that offer competing printing services. Technology The Company invests resources in developing software solutions to address customer and market requirements.
The Company’s competitors for SEC filing services for investment companies clients include full service traditional providers, small niche technology providers as well as local and regional print providers that offer competing printing services.
In partnership with external vendors, the Company provides development for senior leaders in the form of 360 surveys with formal development plans, formal coaching and program specific/skill-based development to support their career growth.
The Company continues to focus on leadership development with two cohort leadership development programs aligned to the Company’s values, leadership behaviors and skills for effective leadership. In partnership with external vendors, the Company provides development for senior leaders in the form of 360 surveys with formal development plans, formal coaching and program specific/skill-based development to support their career growth.
ActiveDisclosure and Arc Suite provide clients and their financial advisors software solutions which allow them to autonomously file and distribute compliance documents with regulatory agencies reducing the need for additional service support during peak periods.
ActiveDisclosure and Arc Suite provide clients and their financial advisors software solutions which allow them to autonomously file and distribute compliance documents with regulatory agencies reducing the need for additional service support during peak periods. The Company remains focused on driving annual recurring revenue to mitigate the impact of market volatility on its financial results.
Since the Separation, the Company has primarily grown organically, focusing resources on further development of its software solutions and making targeted investments to further enhance product features.
Donnelley & Sons Company (“RRD”) of shares of DFIN common stock to RRD stockholders (the “Separation”). Since the Separation, the Company has primarily grown organically, focusing resources on software solutions development and making targeted investments to further enhance product features.
ITEM 1. B USINESS Company Overview DFIN is a leading global provider of innovative software and technology-enabled financial regulatory and compliance solutions. The Company provides regulatory filing and deal solutions via its software, technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs.
The Company provides regulatory filing and deal solutions via its software, technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs.
The Company remains focused on driving annual recurring revenue to mitigate the impact of market volatility on its financial results. 8 Government Regulations and Regulatory Impact The SEC is adopting new as well as amending existing rules and forms to enhance the security and modernize the reporting and disclosure of information under the Securities Act, the Exchange Act and the Investment Company Act.
Government Regulations and Regulatory Impact The SEC is adopting new as well as amending existing rules and forms to enhance the security and modernize the reporting and disclosure of information under the Securities Act, the Exchange Act and the Investment Company Act.
However, in the opinion of management, compliance with the present environmental protection laws, before taking into account estimated recoveries from third parties, will not have a material adverse effect on the Company’s consolidated annual results of operations, financial position or cash flows. Resources The primary raw materials used in the Company’s printed products are paper and ink.
However, in the opinion of management, compliance with the present environmental protection laws, before taking into account estimated recoveries from third parties, will not have a material adverse effect on the Company’s consolidated annual results of operations, financial position or cash flows. Technology The Company invests resources in developing software solutions to address customer, market and regulatory requirements.
Capital Markets – Software Solutions —The CM-SS segment provides Venue and ActiveDisclosure to public and private companies to help manage public and private transactional and compliance processes; collaborate; and tag, validate and file SEC documents.
Capital Markets – Software Solutions —The CM-SS segment provides Venue and ActiveDisclosure subscriptions and related services (including service packages and services the Company performs on behalf of its clients with customer-facing software) to public and private companies to help manage public and private transactional and compliance processes; collaborate; and tag, validate and file SEC documents.
The Company strives to offer a market competitive benefits package and, in 2024, made improvements to prescription drug coverage and introduced a new offering for long-term care insurance. The Company’s programs focus on physical as well as mental and emotional health and encouraging all employees to take ownership of their health and wellbeing.
The Company strives to offer a market competitive benefits package and, in 2025, added new benefits supporting reproductive health and family planning. The Company’s programs focus on physical as well as mental and emotional health and encouraging all employees to take ownership of their health and wellbeing.
The Company believes that the risk of incurring material losses as a result of a shortage in raw materials is unlikely as the Company has strategically downsized its print production platform in favor of outsourcing the offset printing to its select network of vendors and reduced its print and distribution revenue such that the losses, if any, would not have a materially negative impact on the Company’s business.
The Company believes that the risk of incurring material losses as a result of a shortage in raw materials is unlikely as the Company continues to strategically reduce its in-house print and distribution capabilities in addition to having a well-established supply chain such that the losses, if any, would not have a materially negative impact on the Company’s business.
In addition, certain costs and earnings of employee benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments.
In addition, certain expenses and income of employee benefits plans, such as pension plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments. For the Company’s financial results and the presentation of certain other financial information by segment, see Note 15, Segment Information , to the audited Consolidated Financial Statements.
In 2024, approximately 40% of capital markets net sales related to software solutions, of which approximately 65% related to Venue, predominantly a transactional solution, and 35% related to ActiveDisclosure, predominantly a compliance solution.
In 2025, tech-enabled services and print and distribution solutions accounted for approximately 56% of capital markets net sales, of which approximately 59% were transactional in nature and approximately 41% were compliance in nature. In 2024, approximately 40% of capital markets net sales related to software solutions, of which approximately 65% related to Venue and approximately 35% related to ActiveDisclosure.
Currently, the Company does not anticipate any material impact from climate-related risk and opportunities on its business strategy, financial position or operations.
In 2025, the Company assessed its global climate footprint and published a summary of its climate-related risks and opportunities with reference to the Task Force on Climate-Related Financial Disclosures framework. Currently, the Company does not anticipate any material impact from climate-related risks and opportunities on its business strategy, financial position or operations.
These solutions include the Company’s traditional full-service EDGAR filing preparation and filing agent services, tech-enabled services and print and distribution solutions as well as the Company’s software solutions, ActiveDisclosure and Venue.
These solutions include the Company’s traditional full-service EDGAR filing preparation and filing agent services, tech-enabled services and print and distribution solutions as well as the Company’s software solutions, ActiveDisclosure, predominantly a compliance solution, and Venue, predominantly a transactional solution. 4 In 2025, approximately 44% of capital markets net sales related to software solutions, of which approximately 62% related to Venue and approximately 38% related to ActiveDisclosure.
A variety of factors impact the global markets for transactions, including economic activity levels, interest rates, market volatility, the regulatory and political environment, geopolitical and civil unrest and global pandemics, among others. Due to the significant net sales and profitability derived from transactional and Venue offerings, market volatility can lead to uneven financial performance when comparing to previous periods. U.S.
A variety of factors impact the global markets for transactions, including economic activity levels, interest rates, market volatility, the regulatory and political environment, tariffs and trade policy, geopolitical and civil unrest and global pandemics, among others.
The Company’s other offerings include short-term disability, long-term disability, life insurance programs, health savings accounts (which includes a Company contribution), flexible spending accounts and a group legal services plan. Inclusive Environment —The Company is committed to fostering an environment where people feel valued, respected and heard.
The Company’s other offerings include short-term disability, long-term disability, life insurance programs, health savings accounts (which includes a Company contribution), flexible spending accounts and a group legal services plan. The Company is committed to paying its employees in a fair and equitable way and has a rigorous compensation review process, including a review by external counsel and consultants.
Climate The Company has transitioned to predominantly virtual operations after adopting a fully flexible work environment, reducing its physical office space globally and closing all but one print manufacturing facility. For the sixth year in a row, the Company purchased renewable energy credits to match 100% of the electricity used by this facility.
Employees participated in a 5-day activity challenge and collectively achieved approximately 23.4 million steps. 10 Climate The Company has transitioned to predominantly virtual operations after adopting a fully flexible work environment, reducing its physical office space globally and closing all but one print manufacturing facility.
As the scope and complexity of the regulatory environment continues to increase, regulators are also demanding greater use of structured, machine-readable data in companies’ disclosures, more summary documents and layered website disclosures.
As the regulatory environment continues to evolve, regulators are also demanding greater use of structured, machine-readable data in companies’ disclosures, more summary documents and layered website disclosures. These actions are driving significant changes which impact the Company and its customers. The Company actively monitors proposals, through comment periods, adoption, implementation and legal challenges, as applicable.
While the Company offers a high-touch, service-oriented experience, technology changes have provided alternatives to the Company’s clients that allow them to manage more of the financial disclosure process themselves. The Company has invested in its own software solutions, ActiveDisclosure, Arc Suite and Venue, to serve clients and increase retention, and has invested to expand capabilities and address new market sectors.
While the Company offers a high-touch, service-oriented experience, technology changes, including AI-enabled or self-filing services and products, have provided alternatives to the Company’s clients that allow them to manage more of the financial disclosure process themselves.
The Company is committed to paying its employees in a fair and equitable way and has a rigorous compensation review process, including a review by external counsel and consultants. Learning and Development —The Company invests in its employees’ skills and professional development by offering virtual, social and self-directed learning, mentoring, coaching and career development opportunities.
Learning and Development —The Company invests in its employees’ skills and professional development by offering virtual, social and self-directed learning, mentoring, coaching and career development opportunities. In 2025, approximately 39% of employees engaged in self-directed learning and development activities through the Company’s on-demand learning platforms.
The Corporate Responsibility and Governance Committee of the Company’s Board has broad oversight of environmental, social and governance issues, which includes climate-related risks and opportunities. In 2024, the Company assessed its global footprint and reviewed climate-related risks and opportunities with reference to the Task Force on Climate-Related Financial Disclosures framework.
For the seventh year in a row, the Company purchased renewable energy credits to match 100% of the electricity used by this facility. The Corporate Responsibility and Governance Committee of the Company’s Board of Directors (the “Board”) has broad oversight of environmental, social and governance issues, which includes climate-related risks and opportunities.
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Company History On October 1, 2016, DFIN became an independent publicly traded company through the distribution by R.R. Donnelley & Sons Company (“RRD”) of shares of DFIN common stock to RRD stockholders (the “Separation”). On October 1, 2016, RRD also completed the separation of LSC Communications, Inc. (“LSC”), its publishing and retail-centric print services and office products business.
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ITEM 1. B USINESS Company Overview DFIN is a leading global provider of compliance and regulatory software and services, supporting its clients’ complex capital markets transactions and essential financial reporting at every stage of the corporate lifecycle and fueling end-to-end investment company regulatory compliance needs.
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The Company supports clients primarily in North America, Europe and Asia.
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The Company assists its capital markets clients throughout the course of initial public offerings (“IPOs”), secondary offerings, mergers and acquisitions (“M&A”), public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition companies (“SPAC”) and subsequent de-SPAC transactions and other similar transactions.
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In 2023, tech-enabled services and print and distribution solutions accounted for approximately 66% of capital markets net sales, of which approximately 52% were transactional in nature and 48% were compliance in nature.
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In 2025, the Company introduced a new Venue, which delivers a modern architecture, streamlined navigation, intelligent permissioning and real-time insights to speed up due diligence and simplify collaboration for M&A, capital raising and IPO transactions. The new Venue is designed to simplify and expedite the deal process for investment banking, legal and corporate teams.
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For the Company’s financial results and the presentation of certain other financial information by segment, see Note 15, Segment Information , to the audited Consolidated Financial Statements.
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Venue enables users to self-launch new data rooms and manage multiple data rooms on demand, reducing reliance on IT resources and accelerating project timelines. The platform supports large file uploads and high-capacity storage designed to accommodate complex, data-heavy transactions such as M&A, IPOs and other corporate initiatives.
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The Company continues to invest in leading and innovative technology such as cloud-native solutions, composable applications, Application Programming Interface (“API”) management machine learning and hybrid cloud architecture.
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The new Venue connects to the Company’s broader software solutions, including ActiveDisclosure, to streamline SEC filings as well as financial reporting. The Company offers around-the-clock services to support the transaction process, production platform and service delivery.
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IPOs, M&A transactions and public debt offerings were also previously disrupted by U.S. federal government shutdowns, and any future government shutdowns could result in additional volatility.
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The Company has invested in its own software solutions, ActiveDisclosure, Arc Suite and Venue, to serve clients and increase retention, and has invested to expand AI and other capabilities and address new market sectors.
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The Company continues to support employee resource groups (“ERGs”) and champion efforts such as mental wellness with campaigns for World Mental Health Day and Mental Health Awareness Month. The ERGs play an important role in keeping inclusion at the forefront of the Company’s culture.
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Due to the significant net sales and profitability derived from transactional and Venue offerings, market volatility can lead to uneven financial performance when comparing to previous periods. Recently, U.S. capital markets transactions, especially IPO and M&A transactions were disrupted by the U.S. federal government shutdown that occurred during the fourth quarter of 2025.
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In 2024, approximately 55% of employees engaged in self-directed learning and development activities through the Company’s on-demand learning platforms. The Company continues to focus on leadership development with two cohort leadership development programs aligned to the Company’s values, leadership behaviors and skills for effective leadership.
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Future government shutdowns or other factors impacting the attractiveness of U.S. capital markets could result in additional volatility.
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Employees participated in a 5-day activity challenge and collectively achieved approximately 6.9 million steps. In December 2024, the Company’s Pinnacle Awards recognized employee contributions in six categories: community service, data privacy and security, DEI, the environment, safety, health and wellbeing and living the Company values.
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The Company continues to invest in leading and innovative technology such as cloud-native solutions, a single compliance platform, artificial intelligence (including AI-driven service architectures), and application programming interfaces (“APIs”). Resources The primary raw materials used in the Company’s printed products are paper and ink.
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In December 2025, the Company’s Pinnacle Awards recognized employee contributions in six updated categories to align with the Company’s Win as One philosophy: Lead as One, Deliver as One, Grow as One, Protect as One, Serve as One and Evolve as One.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

54 edited+14 added−14 removed105 unchanged
Biggest changeIn 2022, the Company completed the consolidation of its print platform, which enabled DFIN to achieve meaningful cost savings, as well as reduced the number of leased and owned global facilities as part of its overall business strategy, resulting in a reduction of leased and owned global facilities from 50 as of December 31, 2020 to 14 as of December 31, 2024. 16 The Company continues to invest substantially all of its capital expenditures budget on software development, including the development of software solutions for both investment companies and capital markets, most recently with the functionality developed in Arc Suite for the Tailored Shareholder Reporting (“TSR”) regulations, required starting in 2024, and the launch of cloud-based ActiveDisclosure in 2021 and the ongoing development of additional features thereafter, including the ability to file transactional deals utilizing ActiveDisclosure.
Biggest changeThe Company continues to invest substantially all of its capital expenditures budget on software development, including for both investment companies and capital markets, most recently with the functionality developed in the new Venue platform, the Arc Suite for the Tailored Shareholder Reporting (“TSR”) regulations and the launch of cloud-based ActiveDisclosure and the ongoing development of additional features thereafter, including the ability to file transactional deals utilizing ActiveDisclosure.
A number of core processes, such as software development, operations and fulfillment, sales and marketing, client service and financial transactions, rely on DFIN’s IT infrastructure and applications. Many of DFIN’s products and services are delivered on a current and time-sensitive basis and depend on reliable access to important systems and information.
A number of core processes, such as software development, operations and fulfillment, sales and marketing, client service and financial transactions, rely on DFIN’s IT infrastructure and applications. Many of DFIN’s services and products are delivered on a current and time-sensitive basis and depend on reliable access to important systems and information.
Client retention rates may decline due to a variety of factors, including: • the Company’s inability to demonstrate to clients the value of its solutions; • the price, performance and functionality of DFIN’s solutions; • the availability, price, performance and functionality of competing services and products; • clients ceasing to use or anticipating a declining need for the Company’s services in their operations; • consolidation in the Company’s client base; 15 • the effects of economic downturns and global economic conditions; • technology and application failures and outages, interruption of service, security breaches or fraud, which could adversely affect the Company’s reputation and the Company’s relations with its clients; or • reductions in clients’ spending levels.
Client retention rates may decline due to a variety of factors, including: • the Company’s inability to demonstrate to clients the value of its solutions; 15 • the price, performance and functionality of DFIN’s solutions; • the availability, price, performance and functionality of competing services and products; • clients ceasing to use or anticipating a declining need for the Company’s services in their operations; • consolidation in the Company’s client base; • the effects of economic downturns and global economic conditions; • technology and application failures and outages, interruption of service, security breaches or fraud, which could adversely affect the Company’s reputation and the Company’s relations with its clients; or • reductions in clients’ spending levels.
As a result, the Company is subject to the risks inherent in conducting business outside the United States, including: • costs of customizing services and products for foreign countries; • difficulties in managing and staffing international operations; • increased infrastructure costs including legal, tax, accounting and information technology; • reduced protection for intellectual property rights in some countries; • potentially greater difficulties in collecting accounts receivable, including currency conversion and cash repatriation from foreign jurisdictions; • increased licenses, tariffs and other trade barriers; • potentially adverse tax consequences; • increased burdens of complying with a wide variety of foreign laws, including data privacy and employment-related laws, which may be more stringent than U.S. laws; • unexpected changes in regulatory requirements; • political and economic instability; and • compliance with applicable anti-corruption and sanction laws and regulations.
As a result, the Company is subject to the risks inherent in conducting business outside the United States, including: • costs of customizing services and products for foreign countries; • difficulties in managing and staffing international operations; 17 • increased infrastructure costs including legal, tax, accounting and information technology; • reduced protection for intellectual property rights in some countries; • potentially greater difficulties in collecting accounts receivable, including currency conversion and cash repatriation from foreign jurisdictions; • increased licenses, tariffs and other trade barriers; • potentially adverse tax consequences; • increased burdens of complying with a wide variety of foreign laws, including data privacy and employment-related laws, which may be more stringent than U.S. laws; • unexpected changes in regulatory requirements; • political and economic instability; and • compliance with applicable anti-corruption and sanction laws and regulations.
The Company may find it difficult or costly to update its software and services to keep pace with evolving industry standards, regulatory requirements or other developments impacting the industries in which DFIN and its clients operate. Increasing regulatory focus on privacy issues and expanding laws could impact DFIN’s software solutions and expose the Company to increased liability.
The Company may find it difficult or costly to update its software and services to keep pace with evolving industry standards, regulatory requirements or other developments impacting the industries in which DFIN and its clients operate. 21 Increasing regulatory focus on privacy issues and expanding laws could impact DFIN’s software solutions and expose the Company to increased liability.
A failure to successfully develop, introduce or integrate new services or enhancements to DFIN’s services and products platforms, systems or applications, may harm DFIN’s reputation, and cause its net sales and operating income to suffer. The Company’s strategic plan continues to focus on transitioning its business to a software and technology focused company, offering compliance and regulatory solutions.
A failure to successfully develop, introduce or integrate new offerings or enhancements to DFIN’s services and products platforms, systems or applications, may harm DFIN’s reputation, and cause its net sales and operating income to suffer. The Company’s strategic plan continues to focus on transitioning its business to a software and technology focused company, offering compliance and regulatory solutions.
For example, clients and their financial advisors have increasingly relied on web-based services which allow clients to autonomously file and distribute reports required pursuant to the Exchange Act, prospectuses and other materials or utilized other technologies to facilitate collaborative document production and integration of financial and other types of data to produce compliance reports.
For example, clients and their financial advisors have relied on web-based services which allow clients to autonomously file and distribute reports required pursuant to the Exchange Act, prospectuses and other materials or utilized other technologies to facilitate collaborative document production and integration of financial and other types of data to produce compliance reports.
In addition, complying with these covenants may also cause the Company to take actions that may make it more difficult for the Company to successfully execute its business strategy and compete against companies that are not subject to such restrictions. The Company may be able to incur significantly more debt.
In addition, complying with these covenants may also cause the Company to take actions that may make it more difficult for the Company to successfully execute its business strategy and compete against companies that are not subject to such restrictions. 19 The Company may be able to incur significantly more debt.
Damage to the Company’s reputation and loss of brand equity may reduce demand for DFIN’s services and products offerings and negatively impact its business, results of operations, financial position and cash flows. 17 There are risks associated with operations outside the United States. The Company has operations outside the United States.
Damage to the Company’s reputation and loss of brand equity may reduce demand for DFIN’s services and products offerings and negatively impact its business, results of operations, financial position and cash flows. There are risks associated with operations outside the United States. The Company has operations outside the United States.
These impacts may reduce demand for DFIN’s services and products offerings and negatively impact its business, results of operations, financial position and cash flows. 20 Legal and Regulatory Risks Modifications in the rules and regulations to which clients or potential clients are subject to may impact the demand for the Company’s services and products offerings.
These impacts may reduce demand for DFIN’s services and products offerings and negatively impact its business, results of operations, financial position and cash flows. Legal and Regulatory Risks Modifications in the rules and regulations to which clients or potential clients are subject to may impact the demand for the Company’s services and products offerings.
These competitors could have greater financial flexibility to pursue strategic acquisitions, secure additional financing and may better withstand downturns in the Company’s industry or the economy in general. The agreements and instruments that govern the Company’s debt impose restrictions that may limit the Company’s operating and financial flexibility.
These competitors could have greater financial flexibility to pursue strategic acquisitions, secure additional financing and may better withstand downturns in the Company’s industry or the economy in general. 18 The agreements and instruments that govern the Company’s debt impose restrictions that may limit the Company’s operating and financial flexibility.
The Amended and Restated Credit Agreement that governs the Company’s Credit Facilities contain a number of significant restrictions and covenants that limit the Company’s ability to: • incur additional debt; • pay dividends, make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • make loans and investments; • sell, transfer or otherwise dispose of assets; • incur or permit to exist certain liens; • enter into certain types of transactions with affiliates; • enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of the Company’s assets.
The Amended and Restated Credit Agreement that governs the Company’s Credit Facilities contains a number of significant restrictions and covenants that limit the Company’s ability to: • incur additional debt; • pay dividends, make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • make loans and investments; • sell, transfer or otherwise dispose of assets; • incur or permit to exist certain liens; • enter into certain types of transactions with affiliates; • enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of the Company’s assets.
The Company does not generally have long-term contracts for traditional services and products within the CM-CCM and IC-CCM segments and, therefore, relies on those clients continued use of DFIN’s services and products. As a result, client retention, particularly during periods of declining transactional volume, is an important part of the Company’s strategic business plan.
The Company does not generally have long-term contracts for traditional services and products within the CM-CCM and IC-CCM segments and, therefore, relies on those clients’ continued use of DFIN’s services and products. As a result, client retention, particularly during periods of declining transactional volume, is an important part of the Company’s strategic business plan.
Additionally, third-party systems and services underlying DFIN’s operations can contain undetected errors or bugs, or be susceptible to cybersecurity breaches described above.
Additionally, third-party systems, services and integrations underlying DFIN’s operations can contain undetected errors or bugs, or be susceptible to cybersecurity breaches described above.
Global economic and political conditions, including global health crises and geopolitical instability, broad trends in business and finance that are beyond the Company’s control may have a material impact on its business operations and those of DFIN’s clients and contribute to reduced levels of activity in the securities markets, which could adversely impact the Company’s results of operations.
Global economic and political conditions, including global health crises, geopolitical instability and government shutdowns, broad trends in business and finance that are beyond the Company’s control may have a material impact on its business operations and those of DFIN’s clients and contribute to reduced levels of activity in the securities markets, which could adversely impact the Company’s results of operations.
DFIN works with capital markets clients around the world, and in 2024 the Company’s international sales accounted for approximately 11% of DFIN’s total net sales. The Company’s operations outside of the United States are primarily focused in Europe, Canada and Asia.
DFIN works with capital markets clients around the world, and in 2025 the Company’s international sales accounted for approximately 11% of DFIN’s total net sales. The Company’s operations outside of the United States are primarily focused in Europe, Canada and Asia.
Factors such as government shutdowns, legislative and regulatory changes, social and health conditions, international conflict, extreme weather or other natural disasters, the level and volatility of interest rates, currency values, inflation and taxation could all have an impact on the financial well-being of DFIN’s clients or securities markets activities.
Factors such as government shutdowns, legislative and regulatory changes, tariff and trade policies, social and health conditions, international conflict, extreme weather or other natural disasters, the level and volatility of interest rates, currency values, inflation and taxation could all have an impact on the financial well-being of DFIN’s clients or securities markets activities.
Transferring personal data and information across international borders is becoming increasingly complex. For example, Europe has stringent regulations regarding transfer of personal data and information.
Transferring personal data and information across international borders is becoming increasingly complex. For example, Europe has historically had stringent regulations regarding transfer of personal data and information.
There can be no assurance that clients will continue to use DFIN’s services and products to meet their ongoing needs, particularly in the face of competitors’ services and products offerings, or that their needs for those services will not be impacted by regulatory changes.
There can be no assurance that clients will continue to use DFIN’s services and products to meet their ongoing needs, particularly in the face of competitors’ services and products offerings, or that their interest in those services will not be impacted by regulatory changes or perception of the regulatory environment.
The Company expects that its executive officers will have non-solicitation agreements contractually prohibiting them from soliciting clients and employees within a specified period of time after they leave DFIN.
The Company expects that its executive officers and employees in other key roles will have non-solicitation agreements contractually prohibiting them from soliciting clients and employees within a specified period of time after they leave DFIN.
DFIN’s global business operates in countries that have more stringent data protection laws than those in the United States. These data protection laws may be inconsistent across jurisdictions and are subject to evolving and differing interpretations.
DFIN’s global business operates in countries that have more stringent data protection laws than those in the United States. These data protection laws may be expanded to address concerns regarding AI, inconsistent across jurisdictions and are subject to evolving and differing interpretations.
As of December 31, 2024, the Company had the remaining $299.0 million available for additional borrowing under the Revolving Facility. The more indebtedness the Company incurs, the further exposed it becomes to the risks associated with leverage described above. Adverse credit market conditions may limit the Company’s ability to obtain future financing.
As of December 31, 2025, the Company had $237.6 million available for additional borrowing under the Revolving Facility. The more indebtedness the Company incurs, the further exposed it becomes to the risks associated with leverage described above. Adverse credit market conditions may limit the Company’s ability to obtain future financing.
In addition, it is possible that management’s assumptions about the features that they believe will drive purchasing decisions for the Company’s potential clients or renewal decisions for the existing clients could be inaccurate.
In addition, it is possible that management’s assumptions about the attractiveness of certain markets or the products or features that they believe will drive purchasing decisions for the Company’s potential clients or renewal decisions for the existing clients could be inaccurate.
Management expects that competition will increase from existing competitors, as well as new and emerging entrants. Additionally, as the Company expands its services and product offerings, it may face competition from new and existing competitors. Budgetary constraints or other economic pressures on the Company’s existing or potential clients may impact DFIN’s ability to price its services and products profitably.
Additionally, as the Company expands its services and product offerings, it may face competition from new and existing competitors. Budgetary constraints or other economic pressures on the Company’s existing or potential clients may impact DFIN’s ability to price its services and products profitably.
In order to do that, the Company must attract new clients for those businesses and expand the addressable market and relevant use cases for its offerings.
In order to accomplish this transition, the Company must attract new clients for those businesses and expand the addressable market and relevant use cases for its offerings.
On May 27, 2021, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to, among other things, provide for a $200.0 million delayed-draw term loan A facility (the “Term Loan A Facility”), extend the maturity of the $300.0 million revolving facility (the “Revolving Facility,” and, together with the Term Loan A Facility, the “Credit Facilities”) to May 27, 2026 and modify the financial maintenance and negative covenants in the Credit Agreement.
On March 13, 2025, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to provide for a $115.0 million term loan A facility (the “Term Loan A Facility”), establish a $300.0 million revolving facility (the “Revolving Facility”) with a maturity date of March 13, 2030 to replace the entire amount of the revolving facility and modify the financial maintenance and negative covenants in the Amended and Restated Credit Agreement, among other things.
As a result, the Company may be less able to respond timely to changes in market dynamics, which could have a material adverse effect on its business, results of operations, financial position and cash flows.
As a result, the Company may be less able to respond timely to changes in market dynamics, which could have a material adverse effect on its business, results of operations, financial position and cash flows. The trend of increasing costs to provide health care and other benefits to employees and retirees may continue.
As of December 31, 2024, the Company had $125.0 million outstanding under its Term Loan A Facility, as defined below, and no borrowings outstanding under its Revolving Facility, as defined below.
As of December 31, 2025, the Company had $110.7 million outstanding under its Term Loan A Facility, as defined below, and $61.0 million of borrowings outstanding under its Revolving Facility, as defined below.
The Company’s management must make long-term investments and commit significant resources often before knowing whether such investments will result in services and products that satisfy its clients’ needs or generate revenues sufficient to justify such investments.
DFIN’s management has broad discretion in the application of the Company’s cash resources to make investments and other capital allocation decisions. The Company’s management must make long-term investments and commit significant resources often before knowing whether such investments will result in services and products that satisfy its clients’ needs or generate revenues sufficient to justify such investments.
A decline in the number of referrals could require the Company to devote substantially more resources to the sales and marketing of its services, which would increase costs, potentially lead to a decline in net sales, slow the Company’s growth and negatively impact its business, results of operations, financial position and cash flows.
If the Company’s retention rates are lower than anticipated or referrals decline, the Company could be required to devote substantially more resources to the sales and marketing of its services and products, which would increase costs, potentially lead to a decline in net sales, slow the Company’s growth and negatively impact the Company’s business, results of operations, financial position and cash flows.
The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased and the Company has in the past and may in the future be subject to security breaches.
The risk of a cybersecurity breach or disruption has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, including those utilizing AI capabilities, and the Company has in the past and may in the future be subject to security breaches.
Any of the security concerns could negatively impact the Company’s results of operations, financial position and cash flows. The Company’s business may be adversely affected if it fails to adapt to technological changes and address the changing demands of clients, including new technologies enabling clients to produce and file documents on their own.
Any of the security concerns could negatively impact the Company’s results of operations, financial position and cash flows. The Company’s business may be adversely affected if it fails to adapt to technological changes and address the changing demands of clients, including those related to AI.
The priorities of the current U.S. administration may impact SEC rulemaking, causing proposed rules such as climate, proxy voting reform or other topics to be delayed, withdrawn or adopted in a form that is materially different from the Company’s expectation.
The priorities of the current U.S. administration have impacted SEC rulemaking, causing proposed rules such as climate, private fund reporting on Form PF, or other topics to be delayed, withdrawn or adopted in a form that is materially different from the Company’s expectation.
If technologies are further developed to provide client alternative means to produce and file documents to meet their regulatory obligations, and the Company does not develop products or provide services to compete with such new technologies in a timely and cost-effective manner, the Company’s business may be adversely affected.
If competitors introduce technologies to provide clients alternative means to meet their regulatory obligations that they prefer, and the Company does not develop products or provide services to compete with such new technologies in a timely and cost-effective manner, the Company’s business may be adversely affected.
The trend of increasing costs to provide health care and other benefits to employees and retirees may continue. DFIN provides health care and other benefits to both employees and retirees. For many years, costs for health care have increased more rapidly than general inflation in the U.S. economy.
DFIN provides health care and other benefits to both employees and retirees. For many years, costs for health care have increased more rapidly than general inflation in the U.S. economy. If this trend in health care costs continues, the cost to provide such benefits could increase, adversely impacting profitability.
In addition, DFIN’s systems leverage third-party outsourcing arrangements, which expedites the Company’s responsiveness but exposes information to additional access points. Malicious software, sabotage, ransomware and other cybersecurity breaches of the types described below could cause an outage in DFIN’s infrastructure, which could lead to a substantial delay of service and ultimately downtimes, recovery costs and client claims.
Malicious software, sabotage, ransomware and other cybersecurity breaches of the types described above could cause an outage in DFIN’s infrastructure, which could lead to a substantial delay of service and ultimately downtimes, recovery costs and client claims.
This, combined with a potentially low daily trading activity in DFIN’s stock, may lead to greater fluctuations in the stock price. Low trading volume may also make it difficult for the Company’s stockholders to make transactions in a timely fashion.
This, combined with a potentially low daily trading activity in DFIN’s stock, may lead to greater fluctuations in the stock price.
The loss of a significant number of employees or the inability to attract, hire, develop, train and retain additional skilled personnel could have a serious negative effect on DFIN’s business.
The loss of a significant number of employees or the inability to attract, hire, develop, train and retain additional skilled personnel could have a serious negative effect on DFIN’s business. Productivity or efficiency initiatives enabled by AI or other technological advances could impact the size or skills needed within the Company’s workforce.
As a result, these factors may lead to pricing dynamics for DFIN’s services and products which could negatively impact its business, results of operations, financial position and cash flows. Fluctuations in the costs and availability of paper and other raw materials may adversely impact the Company.
As a result, these factors may lead to pricing dynamics for DFIN’s services and products which could negatively impact its business, results of operations, financial position and cash flows. 16 The Company may be unable to hire and retain talented employees, including management.
Modifications in such regulations could eliminate the need for certain types of communications altogether or impact the quantity or format of required communications. DFIN’s ability to monitor the timing and form of relevant developments at various stages of discussion, proposal or implementation are important for future operational planning and growth.
DFIN’s ability to monitor the timing and form of relevant developments at various stages of discussion, proposal or implementation are important for future operational planning and growth.
These transactions are often tied to market conditions and the resulting volume of these types of transactions affects demand for the Company’s services and products. Downturns in the financial markets, global economy or in the economies of the geographies in which the Company does business and reduced equity valuations create risks that could negatively impact the Company’s business.
Downturns in the financial markets, global economy or in the economies of the geographies in which the Company does business and reduced equity valuations create risks that could negatively impact the Company’s business.
To the extent borrowings, sales, purchases, net sales and expenses or other transactions are not in the applicable local currency, the Company may enter into foreign currency spot and forward contracts to hedge the currency risk.
To the extent borrowings, sales, purchases, net sales and expenses or other transactions are not in the applicable local currency, the Company may enter into foreign currency spot and forward contracts to hedge the currency risk. Management cannot be sure, however, that its efforts at hedging will be successful, and such efforts could, in certain circumstances, lead to losses.
If the Company is unable to license or acquire new technology solutions to enhance existing services and products offerings, the results of operations, financial position and cash flows may be negatively impacted. The Company may be unable to hire and retain talented employees, including management.
If the Company is unable to license or acquire new technology solutions to enhance existing services and products offerings, the results of operations, financial position and cash flows may be negatively impacted. The highly competitive market for DFIN’s services and products, clients’ budgetary constraints and industry fragmentation may create adverse price dynamics.
In addition, the Company’s MEPP liabilities could also be affected by the financial stability of other employers participating in such plans and decisions by those employers to withdraw from such plans in the future. ITEM 1B. UNRESOL VED STAFF COMMENTS None.
In addition, the Company’s MEPP liabilities could also be affected by the financial stability of other employers participating in such plans and decisions by those employers to withdraw from such plans in the future. Financing and Financial Risks The Company’s indebtedness may adversely affect the Company’s business and results of operations, financial position and cash flows.
The Company cannot be sure that its investments or operations in other countries will produce desired levels of net sales or that one or more of the factors listed above will not affect the Company’s global business. Financial Risks The Company’s indebtedness may adversely affect the Company’s business and results of operations, financial position and cash flows.
The Company cannot be sure that its investments or operations in other countries will produce desired levels of net sales or that one or more of the factors listed above will not affect the Company’s global business. The Company may become liable for funding obligations arising from multi-employer pension plans (“MEPP”) obligations of the Company’s former affiliates.
The Company’s management, subject to the Board’s oversight in certain circumstances, has broad discretion in the use of its existing cash resources and may not use such funds effectively. DFIN’s management has broad discretion in the application of the Company’s cash resources to make investments and other capital allocation decisions.
Low trading volume may also make it difficult for the Company’s stockholders to make transactions in a timely fashion. 20 The Company’s management, subject to the Board’s oversight in certain circumstances, has broad discretion in the use of its existing cash resources and may not use such funds effectively.
The Company’s future success will depend, in part, on its ability to respond to these developments and keep pace with an evolving competitive landscape. Some of DFIN’s systems, operations and infrastructure rely on third parties or are supported by third-party hardware, software and data storage.
The Company’s future success will depend, in part, on its ability to respond to these developments and keep pace with an evolving competitive landscape.
The Company’s performance and growth partially depend on its ability to generate client referrals and to develop referenceable client relationships that will enhance the Company’s sales and marketing efforts. The Company depends on users of its solutions to generate client referrals for the Company’s services.
The Company depends on users of its solutions to generate client referrals for the Company’s services.
The market price of DFIN’s common stock may fluctuate significantly, which could result in substantial losses for investors in the Company’s stock.
Fluctuations in DFIN’s operating results or unfavorable commentary in the research and reports that equity research analysts publish about the Company or algorithmic trading may negatively affect the Company's stock price. The market price of DFIN’s common stock may fluctuate significantly, which could result in substantial losses for investors in the Company’s stock.
On October 1, 2016, DFIN became an independent publicly traded company through the Separation. In 2020, LSC, which separated from RRD at the same time as DFIN, filed for business reorganization under Chapter 11 of the U.S. Bankruptcy Code and stopped making required withdrawal liability payments to multiemployer pension plans from which RRD had withdrawn prior to the Separation.
On October 1, 2016, DFIN became an independent publicly traded company through the Separation. At the same time, RRD also completed the separation of LSC Communications, Inc. (“LSC”), its publishing and retail-centric print services and office products business. In 2020, LSC filed for business reorganization under Chapter 11 of the U.S.
The Company may be forced to delay commercial release of its services until any discovered problems are corrected and, in some cases, may need to implement enhancements or modifications to correct errors that the Company does not detect until after deployment of its services.
The Company may be forced to delay commercial release of its services until any discovered problems are corrected, resort to manual processes for customer service and support functions or lose access to tools that provide strategic information for decision making.
The highly competitive market for DFIN’s services and products, clients’ budgetary constraints and industry fragmentation may create adverse price dynamics. The financial communications services industry is highly competitive with relatively low barrier to entry and the industry remains highly fragmented in North America and internationally.
The financial communications services industry is highly competitive with relatively low barrier to entry and the industry remains highly fragmented in North America and internationally. Management expects that competition will increase from existing competitors, as well as new and emerging entrants, including those offering AI-enabled or self-filing services and products.
Privacy regulation continues to develop globally and could impact DFIN’s business, results of operations, financial position and cash flows. Benefit, Pension and Other Postretirement Benefits Plans Risk Changes in market conditions, changes in discount rates, or lower returns on assets may increase required pension and other postretirement benefits plans contributions in future periods.
Privacy regulation continues to develop globally and could impact DFIN’s business, results of operations, financial position and cash flows. ITEM 1B. UNRESOL VED STAFF COMMENTS None.
If this trend in health care costs continues, the cost to provide such benefits could increase, adversely impacting profitability. Changes to health care regulations in the U.S. and internationally may also increase cost of providing such benefits. The Company may become liable for funding obligations arising from multi-employer pension plans (“MEPP”) obligations of the Company’s former affiliates.
Changes to health care regulations in the U.S. and internationally, as well as the average age and claim history of the Company’s employee base, may also impact the cost of providing such benefits.
Removed
If the Company’s retention rates are lower than anticipated or decline for any reason, the Company’s net sales may decrease and the Company’s profitability may be harmed, which could negatively impact the Company’s business, results of operations, financial position and cash flows.
Added
In addition, DFIN leverages third-party technology integrations across its systems, which facilitate analytics that inform strategic decisions, but exposes information to additional access points.
Removed
Global supply chain challenges leading to decreased availability of paper and other raw materials and the costs of these resources due to sourcing difficulties or otherwise have increased DFIN’s costs in the past and may do so in the future. The Company may not be able to pass these costs on to clients through higher prices.
Added
Additionally, if clients are unwilling to pay sufficiently higher prices or separate fees for DFIN’s products that include AI capabilities or such capabilities do not fully address clients’ needs, the Company may not see a return on its investment. Some of DFIN’s systems, operations and infrastructure rely on third parties or are supported by third-party hardware, software and data storage.
Removed
Moreover, rising raw materials costs, including potential tariffs on imported paper and raw materials, and any consequent impact on pricing, could lead to a decrease in demand for DFIN’s services and products.
Added
These transactions are often tied to market conditions and the resulting volume of these types of transactions affects demand for the Company’s services and products.
Removed
As a percentage of total net sales, the Company’s software solutions net sales increased from 18% in 2018 to 42% in 2024, tech-enabled services net sales decreased from 46% in 2018 to 41% in 2024 and print and distribution net sales decreased from 36% in 2018 to 17% in 2024.
Added
A variety of factors impact the global markets for transactions, including economic activity levels, interest rates, market volatility, the regulatory and political environment, tariffs and trade policy, geopolitical and civil unrest and global pandemics, among others.
Removed
In 2020, the Company undertook significant restructuring of its compliance and communications management operating segments due partially to regulatory changes that significantly reduced print volumes starting in 2021.
Added
Recently, U.S. capital markets transactions, especially IPO and M&A transactions were disrupted by the U.S. federal government shutdown that occurred during the fourth quarter of 2025. Future government shutdowns or other factors impacting the attractiveness of U.S. capital markets could result in additional volatility.
Removed
On October 14, 2021, the Company drew $200.0 million from the Term Loan A Facility and used the proceeds to redeem the Company’s senior notes due October 15, 2024 (the “Notes”). 18 On May 11, 2023, the Company entered into the first amendment to the Amended and Restated Credit Agreement to change the reference rate from LIBOR, which ceased being published on June 30, 2023, to the Secured Overnight Financing Rate (“SOFR”) for both the Term Loan A Facility and the Revolving Facility.
Added
The Company may also develop new offerings to address regulatory changes, satisfy other regulatory and compliance needs of its clients or expand its addressable market.
Removed
The SOFR interest rate was effective for the Revolving Facility and the Term Loan A on May 30, 2023 and June 12, 2023, respectively. No other significant terms of the Amended and Restated Credit Agreement were amended.
Added
Bankruptcy Code and stopped making required withdrawal liability payments to multiemployer pension plans from which RRD had withdrawn prior to the Separation.
Removed
Management cannot be sure, however, that its efforts at hedging will be successful, and such efforts could, in certain circumstances, lead to losses. 19 Fluctuations in DFIN’s operating results or unfavorable commentary in the research and reports that equity research analysts publish about the Company may negatively affect the Company's stock price.
Added
The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Amended and Restated Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets.
Removed
The funded status of DFIN’s pension and other postretirement benefits plans is dependent upon many factors, including returns on invested assets and the level of certain interest rates. Declines in the market value of the securities held by the plans or increase in the obligations due to fluctuating interest rates could further reduce the funded status of the plans.
Added
The Amended and Restated Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate. The Company used the proceeds of the Term Loan A Facility and the Revolving Facility to retire the full $125.0 million of the Company’s then-outstanding Delayed Draw Term Loan A Facility.
Removed
These reductions may increase the level of expected required pension and other postretirement benefits plans contributions in future years. Various conditions may lead to changes in the discount rates used to value the year-end benefit obligations of the plans, which could partially mitigate, or worsen, the effects of lower asset returns.
Added
Under the Amended and Restated Credit Agreement, the Term Loan A Facility bears interest at a rate equal to the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 2.00% to 2.50% based on the Company’s Consolidated Net Leverage Ratio.
Removed
If adverse conditions were to continue for an extended period of time, the Company’s costs and required cash contributions associated with pension and other postretirement benefits plans may substantially increase in future periods. 21 The Company may be unable to effectuate the termination of its frozen primary defined benefit plan (the “Plan”) on favorable terms or at all.
Added
The principal amount of the loans outstanding under the Term Loan A Facility is due and payable in equal quarterly installments of 1.25% of the original principal amount of the loans during the first three years after funding, beginning on June 30, 2025, and 2.50% of the original principal amount of the loans thereafter.
Removed
In August 2024, the Company executed an amendment to commence the process of terminating the Company’s Plan, as further described in Note 7, Retirement Plans , to the audited Consolidated Financial Statements.
Added
Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The entire unpaid principal amount of the loans will be due and payable in full on March 13, 2030.
Removed
The Plan’s benefit obligation is expected to be settled by offering lump sum distributions to participants, followed by the purchase of annuity contracts to transfer the Plan’s remaining obligation to a third party. As settlement of the obligations will be funded with Plan assets, the Company expects to make a cash contribution to fully fund the Plan in 2025.
Added
The volatility of DFIN’s common stock may be impacted by algorithmic or high-frequency trading, which can cause rapid and significant fluctuations in the stock price, unrelated to the Company’s actual performance or prospects.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

20 edited+4 added−3 removed7 unchanged
Biggest changeThe Company’s goal is to create an ethos of “security first” and “security by design” and to have a culture (and accountability) that security is the responsibility of every DFIN employee. 23 No material cybersecurity incident has been identified nor materially affected the Company’s business strategy, results of operations, or financial condition during the periods covered by the Annual Report.
Biggest changeThese incident response and training initiatives are regularly evaluated to adapt to evolving cyber threats and awareness, including those presented by AI. The Company’s goal is to create an ethos of “security first” and “security by design” and to have a culture (and accountability) that security is the responsibility of every DFIN employee.
These processes include the identification, assessment and management of material risks that are derived from cybersecurity threats. 22 DFIN engages assessors, consultants, auditors and specialized third parties to enhance the Company’s cybersecurity posture. These collaborations provide evaluations, audits and insights to fortify DFIN’s resilience against evolving cyber threats.
These processes include the identification, assessment and management of material risks that are derived from cybersecurity threats. DFIN engages assessors, consultants, auditors and specialized third parties to enhance the Company’s cybersecurity posture. These collaborations provide evaluations, audits and insights to fortify DFIN’s resilience against evolving cyber threats.
DFIN also conducted quarterly IT training on topics such as risk detection and reporting, data handling and provided targeted cybersecurity threat awareness and training to executives during 2024. The Company reviews its Incident Response plans and conducts tabletop exercises throughout the year at different levels of the organization, including the executive team.
DFIN also conducted quarterly IT training on topics such as risk detection and reporting, data handling and provided targeted cybersecurity threat awareness and training to executives during 2025. The Company reviews its Incident Response plans and conducts tabletop exercises throughout the year at different levels of the organization, including the executive team.
To deliver upon regulatory, client and Company cybersecurity objectives, the Company made investments to support processes, architectures and system operations models which specifically address cyber risk, including but not limited to threat detection and response capabilities, end point detection, incident response partnerships and other services provided by managed security service providers.
To deliver upon regulatory, client and Company cybersecurity objectives, the Company makes investments to support processes, architectures and system operations models which specifically address cyber risk, including but not limited to threat detection and response capabilities, end point detection, incident response partnerships and other services provided by managed security service providers.
ITEM 1C. CYBERSECURITY A core aspect of the Company’s business relies on technology and software; as a result, the security of those technologies and software, as well as the protection of the confidential information entrusted to the Company by its customers, are key components of the Company’s business and strategy.
ITEM 1C. CYBERSECURITY Risk Management and Strategy A core aspect of the Company’s business relies on technology and software; as a result, the security of those technologies and software, as well as the protection of the confidential information entrusted to the Company by its customers, are key components of the Company’s business and strategy.
In 2024, the Company conducted monthly simulations to train employees to detect and respond to various cyber attack vectors like phishing, vishing and smishing attempts and provides enhanced training to employees who fail a simulated cyber attack.
In 2025, the Company conducted monthly simulations to train employees to detect and respond to various cyber attack vectors like phishing, vishing and smishing attempts and provides enhanced training to employees who fail a simulated cyber attack.
The DFIN Cybersecurity Program is based upon industry leading frameworks, which include International Standardization Organization (“ISO”) 27001, the National Institute of Technology Cybersecurity Framework (“NIST CSF”) and Control Objectives for Information Technology (COBIT). The Company’s technologies and software must also comply with domestic and international regulatory and legal requirements.
The DFIN Cybersecurity Program is based upon industry leading frameworks, which include International Standardization Organization (“ISO”) 27001, the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and Control Objectives for Information Technology (COBIT). The Company’s technologies and software must also comply with domestic and international regulatory and legal requirements, a key focus of the Company’s efforts.
Risk Factors , factor into many facets of DFIN’s operations and have a direct influence on business strategy. For example, cybersecurity risk considerations may be factored into how DFIN’s products are designed and technology is selected. Cybersecurity risk also informs how the Company educates and trains its employees.
Risks from cybersecurity threats, including those described in Part I, Item 1A. Risk Factors , factor into many facets of DFIN’s operations and have a direct influence on business strategy. For example, cybersecurity risk considerations may be factored into how DFIN’s products are designed and technology is selected. Cybersecurity risk also informs how the Company educates and trains its employees.
In addition, the Company manages a 24x7 Security Operations capability that monitors and responds to cyber threats. DFIN maintains a comprehensive third-party risk management program, referred to as “Supply Chain Security.” The program evaluates critical suppliers for inherent risk and classifies suppliers according to the overall risk they present to the Company.
In addition, the Company manages a 24x7 Security Operations capability that monitors and responds to cyber threats. DFIN maintains a comprehensive third-party risk management program, referred to as “Supply Chain Security.” The program classifies suppliers according to the overall risk they present to the Company, which determines the frequency with which a supplier is evaluated.
Internal Audit periodically reviews enterprise risk management topics as well as the effectiveness of information security controls and other procedures and reports significant findings to executive management, the Board or the Audit Committee, as appropriate.
Governance DFIN’s Board and senior management are engaged in managing and overseeing the Company’s cyber risks. Internal Audit periodically reviews enterprise risk management topics as well as the effectiveness of information security controls and other procedures and reports significant findings to executive management, the Board or the Audit Committee, as appropriate.
DFIN has adopted the NIST CSF and engages a consultant to periodically assess the Company’s NIST CSF profile and maturity. DFIN also obtains System and Organization Control (“SOC”) Type 2 certification demonstrating control effectiveness across multiple American Institute of Certified Public Accountants (AICPA) Trust Service Principle domains.
DFIN also obtains System and Organization Control (“SOC”) Type 2 certification demonstrating control effectiveness across multiple American Institute of Certified Public Accountants (AICPA) Trust Service Principle domains.
The program also includes evaluations of existing suppliers and third parties for ongoing risk. A supplier’s classification rating determines the frequency with which it is evaluated. For example, those identified as critical suppliers are monitored on a quarterly basis, or more frequently if an event occurs that could elevate the risk, and assessed at a higher frequency than other suppliers.
For example, those identified as critical suppliers are evaluated for inherent risk and monitored on a quarterly basis, or more frequently if an event occurs that could elevate the risk, and assessed at a higher frequency than other suppliers.
As the front line of defense against cybersecurity risks, these functions employ numerous tools, processes and procedures to detect attempted cyber attacks, prevent cyber threats and monitor cyber risks. The functions are also engaged in incident response should incidents occur and are accountable for remediating cyber threats, if manifested.
As the front line of defense against cybersecurity risks, these functions employ numerous tools, processes and procedures to detect attempted cyber attacks, prevent cyber threats and monitor cyber risks.
DFIN maintains many processes for identifying, assessing and managing material risks from cybersecurity threats. These processes are applied throughout the organization and are monitored, updated and assessed. DFIN has developed cybersecurity risk management processes that are integrated into the Company’s overall risk management system and designed to be comprehensive.
DFIN maintains many processes for identifying, assessing and managing material risks from cybersecurity threats as part of its overall enterprise risk assessment processes. These processes are applied throughout the organization and are monitored, updated and assessed.
DFIN engages a third-party auditor to ascertain its cybersecurity risk management effectiveness as a part of its enterprise ISO 27001 certification process. The ISO 27001 certification process is highly prescriptive and covers cyber risk management methodology, risk assessment and risk treatment.
DFIN has cyber incident response partners that conduct penetration testing and other exercises throughout the year whereby cybersecurity controls effectiveness is evaluated and reported to management. DFIN engages a third-party auditor to ascertain its cybersecurity risk management effectiveness as a part of its enterprise ISO 27001 certification process.
Separately, part of DFIN’s corporate strategy includes maintaining adequate cybersecurity insurance. During the renewal process underwriters evaluate all aspects of DFIN’s cybersecurity posture, providing another annual evaluation of the Company’s cyber risk management. Risks from cybersecurity threats, including those described in Part I, Item 1A.
The Company has adopted a Zero Trust Architecture wherein all users, systems, applications and networks are deemed untrusted and must be verified. Separately, part of DFIN’s corporate strategy includes maintaining adequate cybersecurity insurance. During the renewal process underwriters evaluate all aspects of DFIN’s cybersecurity posture, providing another annual evaluation of the Company’s cyber risk management.
The Company’s goal is to continually assess potential incidents, enhance protocols, expand cyber risk capabilities to mitigate future risks and safeguard DFIN’s intellectual property, operations and client data. DFIN’s Board and senior management are engaged in managing and overseeing the Company’s cyber risks.
No material cybersecurity incident has been identified nor materially affected the Company’s business strategy, results of operations, or financial condition during the periods covered by the Annual Report. The Company’s goal is to continually assess potential incidents, enhance protocols, expand cyber risk capabilities to mitigate future risks and safeguard DFIN’s intellectual property, operations and client data.
The Board maintains oversight of risk from cybersecurity threats and is regularly briefed regarding emerging cyber risks, mitigation strategies and incident response protocols directly from the CISO. The Board includes at least one cybersecurity subject matter expert.
Access to general purpose-AI tools is limited to approved secure applications, provisioned for roles with appropriate use cases and accompanied by training to promote productive use and mitigate risk. The Board maintains oversight of risk from cybersecurity threats and is regularly briefed regarding emerging cyber risks, mitigation strategies and incident response protocols directly from the CISO.
The CISO periodically engages with the Board in an executive session to provide updates related to threat landscapes, security initiatives and other cybersecurity awareness within DFIN. The Board participates in tabletop exercises to better understand the Company’s incident response planning and the Company maintains processes and procedures so that material risks or events are escalated and addressed appropriately.
The Board includes at least one cybersecurity subject matter expert. The CISO periodically engages with the Board in an executive session to provide updates related to threat landscapes, security initiatives and other cybersecurity awareness within DFIN.
The Company leverages cybersecurity technologies designed to provide for the security of client, employee and business confidential data.
DFIN is a registered Level 1 entity with Cloud Security Alliance’s Security, Trust, Assurance, and Risk (“CSA STAR”); Level 1 demonstrating the Company’s commitment to cloud security best practices. 22 The Company leverages cybersecurity technologies, including some utilizing AI capabilities, designed to provide for the security of client, employee and business confidential data.
Removed
Ensuring that these technologies and software comply with those regulations is a key focus of the Company’s efforts. DFIN has cyber incident response partners that conduct penetration testing and other exercises throughout the year whereby cybersecurity controls effectiveness is evaluated and reported to management.
Added
The ISO 27001 certification process is highly prescriptive and covers cyber risk management methodology, risk assessment and risk treatment. DFIN has adopted the NIST CSF and engages a consultant to periodically assess the Company’s NIST CSF profile and maturity.
Removed
The Company leverages cybersecurity technologies designed to ensure security of client, employee and business confidential data. Mitigating cybersecurity risk is also a part of DFIN’s overall business strategy and is further evidenced by programmatic endeavors such as adopting a Zero Trust Architecture wherein all users, systems, applications and networks are deemed untrusted and must be verified.
Added
The functions are also engaged in incident response should incidents occur and are accountable for remediating cyber threats, if manifested. 23 DFIN maintains an AI governance program that includes an AI Oversight Committee, AI acceptable use policy and integration of AI risk reviews into vendor and security architecture processes.
Removed
These incident response and training initiatives are regularly evaluated to adapt to evolving cyber threats and awareness.
Added
For solutions the Company procures, governance, risk, compliance and privacy professionals assess embedded AI capabilities through the Supply Chain Security program (i.e., Vendor Risk Management). Where DFIN is developing AI capabilities into its services and products, the Company applies a measured, risk-based approach aligned with industry best practices to ensure security, compliance and responsible innovation.
Added
The Company maintains processes and procedures so that material risks or events are escalated and addressed appropriately and a post-event review is conducted to enhance the Company’s on-going cybersecurity risk management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROP ERTIES The Company’s corporate office is located at 391 Steel Way, Lancaster, Pennsylvania, 17601. As of December 31, 2024, the Company leased or owned 7 U.S. facilities encompassing approximately 0.4 million square feet. The Company leased 7 international facilities encompassing less than 0.1 million square feet in Asia, Canada and Europe.
Biggest changeITEM 2. PROP ERTIES The Company’s corporate office is located at 391 Steel Way, Lancaster, Pennsylvania, 17601. As of December 31, 2025, the Company leased or owned 6 U.S. facilities encompassing approximately 0.3 million square feet. The Company leased 6 international facilities encompassing less than 0.1 million square feet in Asia and Europe.
Of the Company’s worldwide facilities, approximately 0.2 million square feet of space was owned, while the remaining 0.3 million square feet of space was leased. ITEM 3. LEG AL PROCEEDINGS For a discussion of certain litigation involving the Company, see Note 8, Commitments and Contingencies , to the audited Consolidated Financial Statements. ITEM 4.
Of the Company’s worldwide facilities, approximately 0.2 million square feet of space was owned, while the remaining 0.1 million square feet of space was leased. ITEM 3. LEG AL PROCEEDINGS For a discussion of certain litigation involving the Company, see Note 8, Commitments and Contingencies , to the audited Consolidated Financial Statements. ITEM 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−2 removed2 unchanged
Biggest changeRepurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so. (b) Includes 4,000 shares, valued at $0.3 million, for which the Company placed orders prior to December 31, 2024 that were not settled until the first quarter of 2025.
Biggest changeRepurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so. Equity Compensation Plans For information regarding equity compensation plans, see Part III, Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this Annual Report. 25 PEER PERFORMANCE TABLE The following graph compares the cumulative total stockholder return on DFIN’s common stock from December 31, 2019 through December 31, 2024, with (i) the cumulative total return of the Russell 2000 Index, (ii) the cumulative return of the Standard & Poor’s (“S&P”) SmallCap 600 Index, and (iii) the cumulative return of the S&P Composite 1500 Financial Services Index (f/k/a S&P Composite 1500 Diversified Financials Index), a business industry index of which DFIN is a constituent.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this Annual Report. 25 PEER PERFORMANCE TABLE The following graph compares the cumulative total stockholder return on DFIN’s common stock from December 31, 2020 through December 31, 2025, with (i) the cumulative total return of the Russell 2000 Index, (ii) the cumulative return of the Standard & Poor’s (“S&P”) SmallCap 600 Index, and (iii) the cumulative return of the S&P Composite 1500 Financial Services Index (f/k/a S&P Composite 1500 Diversified Financials Index), a business industry index of which DFIN is a constituent.
The comparison assumes all dividends have been reinvested and an initial investment of $100 on December 31, 2019. The stock price performance on the following graph is not necessarily indicative of future stock price performance.
The comparison assumes all dividends have been reinvested and an initial investment of $100 on December 31, 2020. The stock price performance on the following graph is not necessarily indicative of future stock price performance.
ITEM 5. MARKET FOR DONNELLEY FINANCIAL SOLUTIONS, INC.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Principal Market DFIN’s common stock began “regular-way” trading under the ticker symbol “DFIN” on the New York Stock Exchange (“NYSE”) on October 3, 2016. Stockholders As of February 11, 2025, there were 2,896 stockholders of record of the Company’s common stock.
ITEM 5. MARKET FOR DONNELLEY FINANCIAL SOLUTIONS, INC.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Principal Market DFIN’s common stock began “regular-way” trading under the ticker symbol “DFIN” on the New York Stock Exchange (“NYSE”) on October 3, 2016. Stockholders As of February 12, 2026, there were 2,636 stockholders of record of the Company’s common stock.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a) October 1, 2024 - October 31, 2024 69,633 $ 64.58 69,633 $ 104,175,063 November 1, 2024 - November 30, 2024 110,847 60.19 110,847 97,503,187 December 1, 2024 - December 31, 2024 (b) 101,273 61.29 101,273 91,296,178 Total 281,753 $ 61.67 281,753 (a) As further described in Note 13, Capital Stock , to the audited Consolidated Financial Statements, on November 14, 2023, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on January 1, 2024, with an expiration date of December 31, 2025.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a) October 1, 2025 - October 31, 2025 468,852 $ 51.42 468,852 $ 90,425,380 November 1, 2025 - November 30, 2025 537,306 46.32 537,306 65,539,714 December 1, 2025 - December 31, 2025 248,950 47.13 248,950 53,806,406 Total 1,255,108 $ 48.38 1,255,108 (a) As further described in Note 13, Capital Stock , to the audited Consolidated Financial Statements, on November 14, 2023, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on January 1, 2024, with an expiration date of December 31, 2025.
Performance Table Base Period December 31, December 31, December 31, December 31, December 31, Company Name/Index 12/31/2019 2020 2021 2022 2023 2024 Donnelley Financial Solutions 100 162.08 450.24 369.15 595.70 599.14 Russell 2000 Index 100 119.96 137.74 109.59 128.14 142.93 S&P SmallCap 600 Index 100 111.29 141.13 118.41 137.42 149.37 S&P Composite 1500 Financial Services Index 100 111.42 151.11 133.50 154.63 198.41 This performance graph and other information furnished under Part II, Item 5.
Performance Table Base Period December 31, December 31, December 31, December 31, December 31, Company Name/Index 12/31/2020 2021 2022 2023 2024 2025 Donnelley Financial Solutions 100 277.78 227.75 367.53 369.65 275.13 Russell 2000 Index 100 114.82 91.35 106.82 119.14 134.40 S&P SmallCap 600 Index 100 126.82 106.40 123.48 134.22 142.30 S&P Composite 1500 Financial Services Index 100 135.62 119.82 138.78 178.07 196.54 This performance graph and other information furnished under Part II, Item 5.
Removed
The stock repurchase program may be suspended or discontinued at any time.
Added
On May 15, 2025, the Board authorized the repurchase of up to $150 million of the Company’s outstanding common stock commencing on May 16, 2025, with an expiration date of December 31, 2026. This new share repurchase program replaced the previous $150 million program. The stock repurchase program may be suspended or discontinued at any time.
Removed
Equity Compensation Plans For information regarding equity compensation plans, see Part III, Item 12.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

99 edited+25 added−59 removed39 unchanged
Biggest changeResults of Operations for the Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023 and the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022 The following table shows the results of operations for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (in millions, except percentages) Net sales Software solutions $ 329.7 $ 292.7 $ 279.6 $ 37.0 12.6 % $ 13.1 4.7 % Tech-enabled services 320.8 336.9 380.9 (16.1 ) (4.8 %) (44.0 ) (11.6 %) Print and distribution 131.4 167.6 173.1 (36.2 ) (21.6 %) (5.5 ) (3.2 %) Total net sales 781.9 797.2 833.6 (15.3 ) (1.9 %) (36.4 ) (4.4 %) Cost of sales (a) Software solutions 107.4 108.7 113.4 (1.3 ) (1.2 %) (4.7 ) (4.1 %) Tech-enabled services 120.6 127.6 141.1 (7.0 ) (5.5 %) (13.5 ) (9.6 %) Print and distribution 69.9 97.0 115.7 (27.1 ) (27.9 %) (18.7 ) (16.2 %) Total cost of sales 297.9 333.3 370.2 (35.4 ) (10.6 %) (36.9 ) (10.0 %) Selling, general and administrative expenses (a) 290.9 282.1 264.0 8.8 3.1 % 18.1 6.9 % Depreciation and amortization 60.2 56.7 46.3 3.5 6.2 % 10.4 22.5 % Restructuring, impairment and other charges, net 6.6 9.8 7.7 (3.2 ) (32.7 %) 2.1 27.3 % Other operating (income) loss, net (10.3 ) 5.3 0.4 (15.6 ) nm 4.9 nm Income from operations 136.6 110.0 145.0 26.6 24.2 % (35.0 ) (24.1 %) Interest expense, net 12.9 15.8 9.2 (2.9 ) (18.4 %) 6.6 71.7 % Investment and other income, net (1.4 ) (7.8 ) (3.5 ) 6.4 (82.1 %) (4.3 ) nm Earnings before income taxes 125.1 102.0 139.3 23.1 22.6 % (37.3 ) (26.8 %) Income tax expense 32.7 19.8 36.8 12.9 65.2 % (17.0 ) (46.2 %) Net earnings $ 92.4 $ 82.2 $ 102.5 $ 10.2 12.4 % $ (20.3 ) (19.8 %) nm – Not meaningful (a) Exclusive of depreciation and amortization 28 Consolidated Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net sales of software solutions of $329.7 million for the year ended December 31, 2024 increased $37.0 million, or 12.6%, as compared to the year ended December 31, 2023.
Biggest changeResults of Operations for the Year Ended December 31, 2025 as Compared to the Year Ended December 31, 2024 The following table shows the results of operations for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 $ Change % Change (in millions, except percentages) Net sales Software solutions $ 358.4 $ 329.7 $ 28.7 8.7 % Tech-enabled services 298.3 320.8 (22.5 ) (7.0 %) Print and distribution 110.3 131.4 (21.1 ) (16.1 %) Total net sales 767.0 781.9 (14.9 ) (1.9 %) Cost of sales (a) Software solutions 111.4 107.4 4.0 3.7 % Tech-enabled services 112.8 120.6 (7.8 ) (6.5 %) Print and distribution 56.2 69.9 (13.7 ) (19.6 %) Total cost of sales 280.4 297.9 (17.5 ) (5.9 %) Selling, general and administrative expenses (a) 277.9 290.9 (13.0 ) (4.5 %) Depreciation and amortization 59.3 60.2 (0.9 ) (1.5 %) Restructuring, impairment and other charges, net 10.4 6.6 3.8 57.6 % Other operating income, net (2.1 ) (10.3 ) 8.2 (79.6 %) Income from operations 141.1 136.6 4.5 3.3 % Interest expense, net 12.9 12.9 — — Pension plan settlement charge 82.8 — 82.8 nm Investment and other loss (income), net 2.3 (1.4 ) 3.7 nm Earnings before income taxes 43.1 125.1 (82.0 ) (65.5 %) Income tax expense 10.7 32.7 (22.0 ) (67.3 %) Net earnings $ 32.4 $ 92.4 $ (60.0 ) (64.9 %) nm – Not meaningful (a) Exclusive of depreciation and amortization 28 Consolidated Net sales of software solutions of $358.4 million for the year ended December 31, 2025 increased $28.7 million, or 8.7%, as compared to the year ended December 31, 2024.
The future contractual obligations consist of outstanding debt and related interest, outsourced services related to information technology, maintenance and other services, sales commissions, operating and finance lease payments, incentive compensation, deferred compensation, multi-employer pension plans obligations and other miscellaneous obligations.
The future contractual obligations consist of outstanding debt and related interest, outsourced services related to information technology, maintenance and other services, sales commissions, incentive compensation, operating and finance lease payments, deferred compensation, multi-employer pension plans obligations and other miscellaneous obligations.
The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets.
The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Amended and Restated Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets.
Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, goodwill, asset valuations and useful lives, pension and income taxes.
Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, goodwill, asset valuations and useful lives and income taxes.
Based on these interim assessments in 2024, management concluded that no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying amount. Three of the Company’s four reporting units, CM-SS, CM-CCM and IC-SS, had goodwill as of October 31, 2024.
Based on these interim assessments in 2025, management concluded that no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying amount. Three of the Company’s four reporting units, CM-SS, CM-CCM and IC-SS, had goodwill as of October 31, 2025.
In addition to the factors listed above, share-based compensation expense is excluded from Adjusted EBITDA. Although share-based compensation is a key incentive offered to certain of the Company’s employees, business performance is evaluated excluding share-based compensation expense. Depending upon the size, timing and the terms of grants, share-based compensation expense may vary but will recur in future periods.
In addition to the factors listed above, share-based compensation expense is excluded from Adjusted EBITDA. Although share-based compensation is a key incentive offered to certain Company employees, business performance is evaluated excluding share-based compensation expense. Depending upon the size, timing and the terms of grants, share-based compensation expense may vary but will recur in future periods.
A reconciliation and discussion of changes in Adjusted EBITDA for the year ended December 31, 2023 as compared to the year ended December 31, 2022, can be found in Part II, Item 7.
A reconciliation and discussion of changes in Adjusted EBITDA for the year ended December 31, 2024 as compared to the year ended December 31, 2023, can be found in Part II, Item 7.
The Pillar Two framework did not have a material impact on the Company’s audited Consolidated Financial Statements for the year ended December 31, 2024 and the Company does not expect enacted legislation to have a material impact in future periods.
The Pillar Two framework did not have a material impact on the Company’s audited Consolidated Financial Statements for the years ended December 31, 2025 and 2024 and the Company does not expect the enacted legislation to have a material impact in future periods.
Cash Flows Used In Investing Activities Net cash used in investing activities was $53.3 million for the year ended December 31, 2024, which primarily consisted of $65.9 million of capital expenditures, substantially all related to investments in software development, partially offset by $12.4 million of proceeds from the sale of land.
Net cash used in investing activities was $53.3 million for the year ended December 31, 2024, which primarily consisted of $65.9 million of capital expenditures, substantially all related to investments in software development, partially offset by $12.4 million of proceeds from the sale of land. 35 Cash Flows Used In Financing Activities Net cash used in financing activities was $141.8 million for the year ended December 31, 2025.
If actual results differ from these estimates, or the estimates are adjusted in future periods, adjustments to the valuation allowance might need to be recorded. As of December 31, 2024 and 2023, valuation allowances of $5.5 million and $5.8 million, respectively, were recorded on the Company’s audited Consolidated Balance Sheets.
If actual results differ from these estimates, or the estimates are adjusted in future periods, adjustments to the valuation allowance might need to be recorded. As of December 31, 2025 and 2024, valuation allowances of $3.0 million and $5.5 million, respectively, were recorded on the Company’s audited Consolidated Balance Sheets.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of DFIN’s Annual Report for the year ended December 31, 2023, filed with the SEC on February 20, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of DFIN’s Annual Report for the year ended December 31, 2024, filed with the SEC on February 18, 2025.
Refer to Note 9, Income Taxes , to the audited Consolidated Financial Statements for further information. New Accounting Pronouncements and Pending Accounting Standards Recently adopted and issued accounting standards and their effect on the Company’s audited Consolidated Financial Statements are described in Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements. 44
Refer to Note 9, I ncome Taxes , to the audited Consolidated Financial Statements for additional information. New Accounting Pronouncements and Pending Accounting Standards Recently adopted and issued accounting standards and their effect on the Company’s audited Consolidated Financial Statements are described in Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements.
When the Company determines that the carrying value of one of its asset groups may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset group and its eventual disposition.
When the Company determines that the carrying value of software may not be recoverable based upon the existence of one or more of the indicators, the software assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the software.
The Company repatriated $30.0 million of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the year ended December 31, 2024. The Company did not make cash repatriations during the years ended December 31, 2023 and 2022. The Company is evaluating whether to make any cash repatriations in the future.
During the years ended December 31, 2025 and 2024, the Company repatriated $14.0 million and $30.0 million, respectively, of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. The Company is evaluating whether to make any cash repatriations in the future.
The following table describes the Company’s cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (in millions) Net cash provided by operating activities $ 171.1 $ 124.0 Net cash used in investing activities (53.3 ) (51.3 ) Net cash used in financing activities (82.1 ) (84.6 ) Effect of exchange rate on cash and cash equivalents (1.5 ) 0.8 Net increase (decrease) in cash and cash equivalents $ 34.2 $ (11.1 ) 37 Cash Flows Provided By Operating Activities Operating cash inflows and outflows are largely attributable to sales of the Company’s services and products as well as recurring expenditures for labor, rent and other operating activities.
The following table describes the Company’s cash flows for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (in millions) Net cash provided by operating activities $ 164.9 $ 171.1 Net cash used in investing activities (57.0 ) (53.3 ) Net cash used in financing activities (141.8 ) (82.1 ) Effect of exchange rate on cash and cash equivalents 1.1 (1.5 ) Net (decrease) increase in cash and cash equivalents $ (32.8 ) $ 34.2 34 Cash Flows Provided By Operating Activities Operating cash inflows and outflows are largely attributable to sales of the Company’s services and products as well as recurring expenditures for labor and other operating activities.
Selected Financial Data Year Ended December 31, 2024 2023 (in millions, except per share data) Consolidated Statements of Operations data: Net sales $ 781.9 $ 797.2 Net earnings 92.4 82.2 Net earnings per share: Basic 3.16 2.81 Diluted 3.06 2.69 Consolidated Balance Sheets data: Total assets 841.6 806.9 Long-term debt 124.7 124.5 The following table includes the pre-tax and after-tax impact of certain Non-GAAP adjustments for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 Year Ended December 31, 2023 Pre-tax After-tax Pre-tax After-tax (in millions) Restructuring, impairment and other charges, net $ 6.6 $ 5.0 $ 9.8 $ 7.5 Share-based compensation expense 25.2 14.8 22.5 13.3 Gain on sale of long-lived assets (9.8 ) (7.0 ) (0.8 ) (0.6 ) Non-income tax, net (1.1 ) (0.7 ) (0.9 ) (0.6 ) Gain on investments in equity securities (0.4 ) (0.3 ) (7.0 ) (5.1 ) (Gain) loss on sale of a business (0.4 ) (0.3 ) 6.1 — Accelerated rent expense — — 3.7 3.2 Disposition-related expenses — — 0.3 0.2 36 Liquidity and Capital Resources The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its investors.
Selected Financial Data Year Ended December 31, 2025 2024 (in millions, except per share data) Consolidated Statements of Operations data: Net sales $ 767.0 $ 781.9 Net earnings 32.4 92.4 Net earnings per share: Basic 1.18 3.16 Diluted 1.15 3.06 Consolidated Balance Sheets data: Total assets 800.4 841.6 Long-term debt 165.5 124.7 The following table includes the pre-tax and after-tax impact of certain Non-GAAP adjustments for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 Year Ended December 31, 2024 Pre-tax After-tax Pre-tax After-tax (in millions) Restructuring, impairment and other charges, net $ 10.4 $ 7.8 $ 6.6 $ 5.0 Share-based compensation expense 31.4 22.6 25.2 14.8 Pension plan settlement charge 82.8 60.3 — — Loss on debt extinguishment 0.2 0.1 — — Accelerated rent benefit (1.6 ) (1.2 ) — — Gain on sales of long-lived assets (0.5 ) (0.4 ) (9.8 ) (7.0 ) Non-income tax, net (0.3 ) (0.2 ) (1.1 ) (0.7 ) Gain on investments in equity securities (0.1 ) (0.1 ) (0.4 ) (0.3 ) Gain on sale of a business — — (0.4 ) (0.3 ) 33 Liquidity and Capital Resources The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its investors.
The following table reconciles net earnings to Adjusted EBITDA for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (in millions) Net earnings $ 92.4 $ 82.2 Restructuring, impairment and other charges, net 6.6 9.8 Share-based compensation expense 25.2 22.5 Gain on sale of long-lived assets (9.8 ) (0.8 ) Non-income tax, net (1.1 ) (0.9 ) Gain on investments in equity securities (0.4 ) (7.0 ) (Gain) loss on sale of a business (0.4 ) 6.1 Accelerated rent expense — 3.7 Disposition-related expenses — 0.3 Depreciation and amortization 60.2 56.7 Interest expense, net 12.9 15.8 Investment and other income, net (1.0 ) (0.8 ) Income tax expense 32.7 19.8 Adjusted EBITDA $ 217.3 $ 207.4 Restructuring, impairment and other charges, net —The year ended December 31, 2024 included employee termination costs of $5.5 million.
The following table reconciles net earnings to Adjusted EBITDA for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (in millions) Net earnings $ 32.4 $ 92.4 Restructuring, impairment and other charges, net 10.4 6.6 Share-based compensation expense 31.4 25.2 Pension plan settlement charge 82.8 — Accelerated rent benefit (1.6 ) — Gain on sales of long-lived assets (0.5 ) (9.8 ) Non-income tax, net (0.3 ) (1.1 ) Gain on investments in equity securities (0.1 ) (0.4 ) Gain on sale of a business — (0.4 ) Depreciation and amortization 59.3 60.2 Interest expense, net 12.9 12.9 Investment and other loss (income), net 2.4 (1.0 ) Income tax expense 10.7 32.7 Adjusted EBITDA $ 239.8 $ 217.3 32 Restructuring, impairment and other charges, net —The year ended December 31, 2025 included employee termination costs of $6.1 million and $3.9 million of impairment charges related to software.
Other operating income, net of $10.3 million for the year ended December 31, 2024 included a net gain of $9.8 million on the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements for further information.
The year ended December 31, 2024 included a net gain of $9.8 million related to the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements for additional information.
Contractual Cash Obligations and Other Commitments and Contingencies As of December 31, 2024, the Company had total future contractual and other obligations of approximately $348 million, with approximately $155 million of the future contractual and other obligations due during 2025.
Contractual Cash Obligations and Other Commitments and Contingencies As of December 31, 2025, the Company had total future contractual and other obligations of approximately $385 million, with approximately $140 million of the future contractual and other obligations due during 2026.
Executive Overview Net sales for the year ended December 31, 2024 decreased by $15.3 million, or 1.9%, to $781.9 million from $797.2 million for the year ended December 31, 2023, including a $0.2 million increase due to changes in foreign currency exchange rates.
Executive Overview Net sales for the year ended December 31, 2025 decreased by $14.9 million, or 1.9%, to $767.0 million from $781.9 million for the year ended December 31, 2024, including a $0.8 million, or 0.1%, increase due to changes in foreign currency exchange rates.
The Company’s common stock repurchases for the year ended December 31, 2024 totaled $81.6 million, which included $58.5 million of repurchases under the stock repurchase program and $23.1 million associated with vesting of the Company’s equity awards. Net cash used in financing activities was $84.6 million for the year ended December 31, 2023.
The Company’s common stock repurchases for the year ended December 31, 2024 totaled $81.6 million, which included $58.5 million of repurchases under the stock repurchase program and $23.1 million associated with vesting of the Company’s equity awards.
Net cash provided by operating activities was $171.1 million for the year ended December 31, 2024, as compared to $124.0 million for the year ended December 31, 2023.
Net cash provided by operating activities was $164.9 million for the year ended December 31, 2025, as compared to $171.1 million for the year ended December 31, 2024.
The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment.
The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment.
Additionally, the Company’s tax returns are subject to audit by various U.S. and foreign tax authorities. The Company recognizes a tax position in its financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities.
The Company recognizes a tax position in its financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities.
The Company currently expects capital expenditures to be approximately $65 million to $70 million in 2025, as compared to $65.9 million in 2024. Capital expenditures primarily relate to investments in the Company’s software portfolio. Cash and cash equivalents were $57.3 million at December 31, 2024, which included $34.2 million in the U.S. and $23.1 million at international locations.
The Company currently expects capital expenditures to be approximately $55 million to $60 million in 2026, as compared to $57.1 million in 2025. Capital expenditures primarily relate to investments in the Company’s software portfolio. Cash and cash equivalents were $24.5 million at December 31, 2025, which included $3.5 million in the U.S. and $21.0 million at international locations.
The year ended December 31, 2023 included employee termination costs of $9.2 million. Refer to Note 6, Restructuring, Impairment and Other Charges, net , to the audited Consolidated Financial Statements for additional information.
The year ended December 31, 2024 included employee termination costs of $5.5 million. Refer to Note 6, Restructuring, Impairment and Other Charges, net , to the audited Consolidated Financial Statements for additional information. Share-based compensation expense —Included charges of $31.4 million and $25.2 million for the years ended December 31, 2025 and 2024, respectively.
The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price. Unbilled receivables can vary significantly from period to period as a result of seasonality, volume and market conditions.
Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price. Unbilled receivables can vary significantly from period to period as a result of seasonality, volume and market conditions.
As of December 31, 2024, there were no borrowings outstanding under the Revolving Facility, however, the Company had $1.6 million in outstanding letters of credit and bank guarantees, of which $1.0 million of the outstanding letters of credit reduced the availability under the Revolving Facility.
As of December 31, 2025, there were $61.0 million of borrowings outstanding under the Revolving Facility as well as $1.4 million in outstanding letters of credit and bank guarantees, all of which reduced the availability under the Revolving Facility.
As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment.
As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year.
Cash Flows Used In Financing Activities Net cash used in financing activities was $82.1 million for the year ended December 31, 2024. During the year ended December 31, 2024, the Company received $159.5 million of proceeds from the Revolving Facility borrowings, offset by $159.5 million of payments on the Revolving Facility borrowings.
During the year ended December 31, 2024, the Company received $159.5 million of proceeds from the Revolving Facility borrowings, offset by $159.5 million of payments on the Revolving Facility borrowings.
During the year ended December 31, 2023, the Company made payments of $347.0 million on the Revolving Facility borrowings, partially offset by $302.0 million of proceeds from the Revolving Facility borrowings.
During the year ended December 31, 2025, the Company received $309.5 million of proceeds from the Revolving Facility borrowings, partially offset by $248.5 million of payments on the Revolving Facility borrowings.
Interest expense, net of $12.9 million for the year ended December 31, 2024 decreased $2.9 million, or 18.4%, as compared to the year ended December 31, 2023.
Interest expense, net of $12.9 million for the year ended December 31, 2025 was flat as compared to the year ended December 31, 2024.
OTHER INFORMATION Litigation and Contingent Liabilities For a discussion of certain litigation and contingent liabilities involving the Company, see Note 8, Commitments and Contingencies , to the audited Consolidated Financial Statements. 40 Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.
Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.
Contract liabilities consist of deferred revenue and progress billings, which are included in accrued liabilities on the audited Consolidated Balance Sheets. 41 Goodwill The Company performs its goodwill impairment tests annually as of October 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
Goodwill The Company performs its goodwill impairment tests annually as of October 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
Based on the Company’s results of operations for the year ended December 31, 2024 and existing debt, the Company would have had the ability to utilize the remaining $299.0 million of the Revolving Facility and not have been in violation of the terms of the agreement. 39 The current availability under the Revolving Facility and net available liquidity as of December 31, 2024 are shown in the table below: December 31, 2024 Availability (in millions) Revolving Facility $ 300.0 Availability reduction from covenants — $ 300.0 Usage Borrowings under the Revolving Facility — Impact on availability related to outstanding letters of credit 1.0 $ 1.0 Current availability $ 299.0 Cash and cash equivalents 57.3 Net Available Liquidity $ 356.3 The Company was in compliance with its debt covenants as of December 31, 2024, and expects to remain in compliance based on management’s estimates of operating and financial results for fiscal year 2025 and the foreseeable future.
The current availability under the Revolving Facility and net available liquidity as of December 31, 2025 are shown in the table below: December 31, 2025 Availability (in millions) Revolving Facility $ 300.0 Availability reduction from covenants — $ 300.0 Usage Borrowings under the Revolving Facility 61.0 Impact on availability related to outstanding letters of credit 1.4 $ 62.4 Current availability $ 237.6 Cash and cash equivalents 24.5 Net Available Liquidity $ 262.1 The Company was in compliance with its debt covenants as of December 31, 2025, and expects to remain in compliance based on management’s estimates of operating and financial results for fiscal year 2026 and the foreseeable future.
Changes in assumptions concerning future financial results, including lower than expected growth or profitability, unfavorable regulatory developments or other underlying assumptions could have a significant impact on the fair value of the reporting units.
Changes in assumptions concerning future financial results, including lower than expected growth or profitability, unfavorable regulatory developments or other underlying assumptions could have a significant impact on the fair value of the reporting units. 39 Software, net The Company evaluates the recoverability of software, net, whenever events or changes in circumstances indicate that the carrying value of a software asset may not be recoverable.
For the year ended December 31, 2022, these charges included $6.8 million of employee termination costs for approximately 130 employees. Refer to Note 6, Restructuring, Impairment and Other Charges, net , to the audited Consolidated Financial Statements for further information.
For the years ended December 31, 2025 and December 31, 2024, the Company recorded $6.1 million of employee termination costs for approximately 90 employees and $5.5 million of employee termination costs for approximately 70 employees, respectively. Refer to Note 6, Restructuring, Impairment and Other Charges, net , to the audited Consolidated Financial Statements for further information.
Investment Companies – Software Solutions Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (in millions, except percentages) Net sales $ 116.1 $ 106.8 $ 99.4 $ 9.3 8.7 % $ 7.4 7.4 % Segment Adjusted EBITDA 39.7 36.9 34.1 2.8 7.6 % 2.8 8.2 % Segment Adjusted EBITDA margin 34.2 % 34.6 % 34.3 % Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net sales of $116.1 million for the year ended December 31, 2024 increased $9.3 million, or 8.7%, as compared to the year ended December 31, 2023, primarily due to the Company’s TSR offering, impacting ArcReporting and ArcDigital, as well as Arc Suite price increases, partially offset by lower ArcRegulatory volumes.
Investment Companies – Software Solutions Year Ended December 31, 2025 2024 $ Change % Change (in millions, except percentages) Net sales $ 128.4 $ 116.1 $ 12.3 10.6 % Segment Adjusted EBITDA 50.3 39.7 10.6 26.7 % Segment Adjusted EBITDA margin 39.2 % 34.2 % Net sales of $128.4 million for the year ended December 31, 2025 increased $12.3 million, or 10.6%, as compared to the year ended December 31, 2024, due to higher non-TSR-related net sales of $6.5 million, largely driven by price increases, and higher net sales of $5.8 million from the Company’s TSR offering, primarily within ArcReporting and ArcDigital.
Unbilled receivables and contract assets are included in receivables, less allowances for expected losses on the audited Consolidated Balance Sheets.
Unbilled receivables and contract assets are included in receivables, less allowances for expected losses on the audited Consolidated Balance Sheets. Contract liabilities consist of deferred revenue and progress billings, substantially all of which is included in accrued liabilities on the audited Consolidated Balance Sheets.
Depreciation and amortization of $60.2 million for the year ended December 31, 2024 increased $3.5 million, or 6.2%, as compared to the year ended December 31, 2023, primarily due to higher software amortization expense driven by additional software development and accelerated amortization expense related to discontinued software, partially offset by a decrease in other intangible asset amortization expense.
Depreciation and amortization of $59.3 million for the year ended December 31, 2025 decreased $0.9 million, or 1.5%, as compared to the year ended December 31, 2024, primarily due to $2.8 million of accelerated amortization expense related to discontinued software recorded during the year ended December 31, 2024 and lower depreciation expense of $1.5 million, partially offset by higher software amortization expense of $3.4 million, driven by additional software development.
Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements for further information. The effective income tax rate was 26.1% for the year ended December 31, 2024 compared to 19.4% for the year ended December 31, 2023.
Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements for further information. 29 Income from operations of $141.1 million for the year ended December 31, 2025 increased $4.5 million, or 3.3%, as compared to the year ended December 31, 2024.
Net cash used in investing activities was $51.3 million for the year ended December 31, 2023, which primarily consisted of $61.8 million of capital expenditures, substantially all related to investments in software development, partially offset by $10.0 million of proceeds from the sales of investments in equity securities.
Cash Flows Used In Investing Activities Net cash used in investing activities was $57.0 million for the year ended December 31, 2025, which primarily consisted of $57.1 million of capital expenditures, substantially all related to investments in software development.
Segment Adjusted EBITDA of $63.5 million for the year ended December 31, 2024 increased $18.3 million, or 40.5%, as compared to the year ended December 31, 2023, primarily due to higher sales volumes, a favorable sales mix, price increases and cost control initiatives, partially offset by higher selling expense, higher incentive compensation expense and higher bad debt expense.
Segment Adjusted EBITDA of $75.0 million for the year ended December 31, 2025 increased $11.5 million, or 18.1%, as compared to the year ended December 31, 2024, primarily due to higher net sales of $16.4 million, partially offset by higher SG&A expenses of $4.5 million, largely driven by higher selling expense and higher bad debt expense of $1.1 million, partially offset by cost control initiatives.
Segment Adjusted EBITDA of $39.7 million for the year ended December 31, 2024 increased $2.8 million, or 7.6%, as compared to the year ended December 31, 2023, primarily due to price increases and higher sales volumes, partially offset by a higher allocation of overhead costs.
Segment Adjusted EBITDA of $39.6 million for the year ended December 31, 2025 decreased $1.9 million, or 4.6%, as compared to the year ended December 31, 2024, primarily due to lower net sales of $18.1 million, partially offset by lower cost of sales of $12.4 million, largely driven by lower sales volumes and a lower allocation of overhead costs.
Income from operations for the year ended December 31, 2024 increased by $26.6 million, or 24.2%, to $136.6 million from $110.0 million for the year ended December 31, 2023.
Income from operations for the year ended December 31, 2025 increased by $4.5 million, or 3.3%, to $141.1 million from $136.6 million for the year ended December 31, 2024.
Software solutions cost of sales of $108.7 million for the year ended December 31, 2023 decreased $4.7 million, or 4.1%, as compared the year ended December 31, 2022. Software solutions cost of sales decreased primarily due to cost control initiatives, partially offset by higher product development costs and a higher allocation of technology-related expenses.
Software solutions cost of sales of $111.4 million for the year ended December 31, 2025 increased $4.0 million, or 3.7%, as compared to the year ended December 31, 2024. Software solutions cost of sales increased primarily due to higher product development costs of $1.4 million and a lower allocation of overhead costs.
The change in the effective income tax rate was primarily driven by the tax benefit from the loss on the disposition of the eBrevia business recorded in 2023 and a reduction in favorable return to provision adjustments, partially offset by higher pre-tax earnings. Refer to Note 9, Income Taxes , to the audited Consolidated Financial Statements for further information.
The change in the effective income tax rate was primarily driven by a net decrease in valuation allowances, the benefit of research and development credits and lower pre-tax earnings, partially offset by higher non-deductible compensation. Refer to Note 9, Income Taxes , to the audited Consolidated Financial Statements for further information.
Tech-enabled services cost of sales of $127.6 million for the year ended December 31, 2023 decreased $13.5 million, or 9.6%, as compared to the year ended December 31, 2022. Tech-enabled services cost of sales decreased primarily due to lower sales volumes, cost control initiatives and a lower allocation of technology-related expenses, partially offset by an unfavorable sales mix.
Tech-enabled services cost of sales of $112.8 million for the year ended December 31, 2025 decreased $7.8 million, or 6.5%, as compared to the year ended December 31, 2024. Tech-enabled services cost of sales decreased primarily due to lower sales volumes of $22.5 million, a lower allocation of overhead costs and cost control initiatives.
Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses including, in part, executive, legal, finance and certain facility costs.
Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain expenses and income of employee benefits plans, such as pension plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments.
Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies ; Note 5, Leases ; Note 6, Restructuring, Impairment and Other Charges, net ; Note 7, Retirement Plans ; Note 8, Commitments and Contingencies and Note 10, Debt to the audited Consolidated Financial Statements for additional information. 38 Debt The Company’s debt as of December 31, 2024 and 2023 consisted of the following (in millions): December 31, 2024 2023 Term Loan A Facility $ 125.0 $ 125.0 Unamortized debt issuance costs (0.3 ) (0.5 ) Total long-term debt $ 124.7 $ 124.5 The Company’s debt maturity and interest payments schedule as of December 31, 2024 is shown in the table below: Payments Due In Total 2025 2026 2027 2028 2029 2030 and thereafter (in millions) Term Loan A Facility (a) $ 125.0 $ — $ 125.0 $ — $ — $ — $ — Interest (b) 11.3 8.0 3.3 — — — — Total as of December 31, 2024 $ 136.3 $ 8.0 $ 128.3 $ — $ — $ — $ — (a) Excludes unamortized debt issuance costs of $0.3 million, which do not represent contractual commitments with a fixed amount or maturity date.
Debt The Company’s debt as of December 31, 2025 and 2024 consisted of the following (in millions): December 31, 2025 2024 Term Loan A Facility $ 110.7 $ 125.0 Borrowings under the Revolving Facility 61.0 — Unamortized debt issuance costs (0.4 ) (0.3 ) Total debt 171.3 124.7 Less: current portion of long-term debt 5.8 — Long-term debt $ 165.5 $ 124.7 The Company’s debt maturity as of December 31, 2025 is shown in the table below: Payments Due In Total 2026 2027 2028 2029 2030 (in millions) Term Loan A Facility (a) $ 110.7 $ 5.8 $ 5.8 $ 10.0 $ 11.5 $ 77.6 Borrowings under the Revolving Facility 61.0 — — — — 61.0 Interest (b) 38.4 9.8 9.5 9.1 8.4 1.6 Total as of December 31, 2025 $ 210.1 $ 15.6 $ 15.3 $ 19.1 $ 19.9 $ 140.2 (a) Excludes unamortized debt issuance costs of $0.4 million, which do not represent contractual commitments with a fixed amount or maturity date.
Tech-enabled services cost of sales decreased primarily due to lower sales volumes and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased 0.3%, primarily driven by cost control initiatives.
Print and distribution cost of sales decreased primarily due to lower sales volumes of $21.1 million, a lower allocation of overhead costs and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 2.2%, primarily driven by a lower allocation of overhead costs and cost control initiatives.
Segment Adjusted EBITDA margin increased from 33.6% for the year ended December 31, 2023 to 34.5% for the year ended December 31, 2024, primarily due to cost control initiatives, a lower allocation of overhead costs and lower selling expense, partially offset by higher bad debt expense and higher incentive compensation expense.
Segment Adjusted EBITDA margin increased by approximately 390 bps from 34.5% for the year ended December 31, 2024 to 38.4% for the year ended December 31, 2025, primarily due to an approximately 420 bps decrease in SG&A expenses as a percentage of net sales, largely driven by lower bad debt expense, a lower allocation of overhead costs, lower selling expense and cost control initiatives.
Credit Agreement —On May 27, 2021, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to, among other things, provide for a $200.0 million delayed-draw term loan A facility (the “Term Loan A Facility”) (bearing interest at a rate equal to the sum of the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 2.00% to 2.50% based upon the Company's Consolidated Net Leverage Ratio), extend the maturity of the $300.0 million revolving credit facility (the “Revolving Facility”) to May 27, 2026 and modify the financial maintenance and negative covenants in the Credit Agreement.
Estimated interest payments may differ in the future based on changes in borrowings, floating interest rates, timing of additional prepayments or other factors or events. 36 Credit Agreement —On March 13, 2025, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to provide for a $115.0 million term loan A facility (the “Term Loan A Facility”), establish a $300.0 million revolving facility (the “Revolving Facility”) with a maturity date of March 13, 2030 to replace the entire amount of the revolving facility and modify the financial maintenance and negative covenants in the Amended and Restated Credit Agreement, among other things.
Segment Adjusted EBITDA margin increased from 34.3% for the year ended December 31, 2022 to 34.6% for the year ended December 31, 2023, primarily due to cost control initiatives and price increases, partially offset by higher product development costs and a higher allocation of overhead costs. 33 Investment Companies – Compliance and Communications Management Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (in millions, except percentages) Net sales $ 130.5 $ 149.1 $ 143.7 $ (18.6 ) (12.5 %) $ 5.4 3.8 % Segment Adjusted EBITDA 41.5 49.4 41.8 (7.9 ) (16.0 %) 7.6 18.2 % Segment Adjusted EBITDA margin 31.8 % 33.1 % 29.1 % Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net sales of $130.5 million for the year ended December 31, 2024 decreased $18.6 million, or 12.5%, as compared to the year ended December 31, 2023, primarily due to lower compliance and transactional volumes.
Investment Companies – Compliance and Communications Management Year Ended December 31, 2025 2024 $ Change % Change (in millions, except percentages) Net sales $ 112.4 $ 130.5 $ (18.1 ) (13.9 %) Segment Adjusted EBITDA 39.6 41.5 (1.9 ) (4.6 %) Segment Adjusted EBITDA margin 35.2 % 31.8 % Net sales of $112.4 million for the year ended December 31, 2025 decreased $18.1 million, or 13.9%, as compared to the year ended December 31, 2024, primarily due to lower print and distribution net sales of $14.0 million, largely driven by a decline in compliance volumes.
This discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto.
Sales mix can vary period to period and is impacted by regulatory filing seasonality and global capital markets volatility. This discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto.
Segment Adjusted EBITDA of $49.4 million for the year ended December 31, 2023 increased $7.6 million, or 18.2%, as compared to the year ended December 31, 2022, primarily due to higher sales volumes, a favorable sales mix and cost control initiatives, partially offset by a higher allocation of overhead costs.
Segment Adjusted EBITDA of $50.3 million for the year ended December 31, 2025 increased $10.6 million, or 26.7%, as compared to the year ended December 31, 2024, primarily due to higher net sales of $12.3 million, partially offset by higher cost of sales of $3.5 million, largely driven by higher product development costs of $1.4 million and higher sales volumes.
Disposition-related expenses —Included charges of $0.3 million for the year ended December 31, 2023 related to costs associated with the disposition of the eBrevia business.
Gain on sale of a business —Included a gain of $0.4 million for the year ended December 31, 2024 related to the disposition of the eBrevia business.
Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements for further information. The effective income tax rate was 19.4% for the year ended December 31, 2023 compared to 26.4% for the year ended December 31, 2022.
Refer to Note 7, Retirement Plans , to the audited Consolidated Financial Statements for further information. The effective income tax rate was 24.8% for the year ended December 31, 2025 as compared to 26.1% for the year ended December 31, 2024.
The Company’s operating segments are components of the business for which discrete financial information is available and reviewed regularly by the Company’s chief operating decision maker (“CODM”), the Company’s CEO, to assess segment performance and to make decisions regarding the allocation of resources.
For a description of the Company’s operating segments, refer to Part I, Item 1. Business of this Annual Report. The Company’s operating segments are components of the business for which discrete financial information is available and reviewed regularly by the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer.
The Company’s common stock repurchases for the year ended December 31, 2023 totaled $40.3 million, which included $22.6 million of repurchases under the stock repurchase program and $17.7 million associated with vesting of the Company’s equity awards.
The Company’s common stock repurchases for the year ended December 31, 2025 totaled $185.0 million, which included $172.6 million of repurchases under the stock repurchase program and $12.4 million associated with vesting of the Company’s equity awards. Net cash used in financing activities was $82.1 million for the year ended December 31, 2024.
Print and distribution cost of sales of $69.9 million for the year ended December 31, 2024 decreased $27.1 million, or 27.9%, as compared to the year ended December 31, 2023. Print and distribution cost of sales decreased primarily due to lower sales volumes and cost control initiatives.
Net sales of print and distribution of $110.3 million for the year ended December 31, 2025 decreased $21.1 million, or 16.1%, as compared to the year ended December 31, 2024.
As a percentage of software solutions net sales, software solutions costs of sales decreased 3.5%, primarily driven by cost control initiatives and a favorable sales mix, partially offset by higher product development costs.
As a percentage of software solutions net sales, software solutions costs of sales decreased 1.5%, primarily driven by $12.7 million of higher ActiveDisclosure net sales and Arc Suite price increases, partially offset by higher product development costs and a lower allocation of overhead costs.
SG&A expenses increased primarily due to higher incentive compensation expense, higher selling expense as a result of the increase in software solutions net sales, higher bad debt expense and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives.
SG&A expenses decreased primarily due to cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million.
The Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate, though additional dividends may be allowed subject to certain conditions. Each of these covenants is subject to important exceptions and qualifications. The unpaid principal amount of the Term Loan A Facility is due and payable in full on May 27, 2026.
The Amended and Restated Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate. Each of these covenants is subject to important exceptions and qualifications.
As a percentage of software solutions net sales, software solutions costs of sales decreased 4.5%, primarily driven by a favorable sales mix, price increases and cost control initiatives. Tech-enabled services cost of sales of $120.6 million for the year ended December 31, 2024 decreased $7.0 million, or 5.5%, as compared to the year ended December 31, 2023.
As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 0.2%. Print and distribution cost of sales of $56.2 million for the year ended December 31, 2025 decreased $13.7 million, or 19.6%, as compared to the year ended December 31, 2024.
Segment Adjusted EBITDA of $45.2 million for the year ended December 31, 2023 increased $6.9 million, or 18.0%, as compared to the year ended December 31, 2022, primarily due to price increases and cost control initiatives, partially offset by higher selling expense and a higher allocation of overhead costs.
Segment Adjusted EBITDA of $113.8 million for the year ended December 31, 2025 increased $2.9 million, or 2.6%, as compared to the year ended December 31, 2024, primarily due to lower SG&A expenses of $19.6 million and lower cost of sales of $9.0 million, partially offset by lower net sales of $25.5 million.
Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty.
Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The entire unpaid principal amount of the loans will be due and payable in full on March 13, 2030.
Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies , to the audited Consolidated Financial Statements for additional information. Non-income tax, net —Included income of $1.1 million and $0.9 million for the years ended December 31, 2024 and 2023, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.
Non-income tax, net —Included income of $0.3 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively, related to certain estimated non-income tax exposures previously accrued by the Company. Gain on investments in equity securities —Included a gain of $0.1 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively.
Corporate The following table summarizes unallocated expenses within Corporate: Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (in millions, except percentages) Unallocated expenses $ 38.3 $ 43.5 $ 37.3 $ (5.2 ) (12.0 %) $ 6.2 16.6 % Corporate unallocated expenses of $38.3 million for the year ended December 31, 2024 decreased $5.2 million as compared to the year ended December 31, 2023, primarily due to lower consulting expense, partially offset by higher incentive compensation expense.
Segment Adjusted EBITDA margin increased by approximately 340 bps from 31.8% for the year ended December 31, 2024 to 35.2% for the year ended December 31, 2025, primarily due to an approximately 240 bps decrease in cost of sales as a percentage of net sales, largely driven by a lower allocation of overhead costs. 31 Corporate The following table summarizes unallocated expenses within Corporate: Year Ended December 31, 2025 2024 $ Change % Change (in millions, except percentages) Unallocated expenses $ 38.9 $ 38.3 $ 0.6 1.6 % Corporate unallocated expenses of $38.9 million for the year ended December 31, 2025 increased $0.6 million as compared to the year ended December 31, 2024, primarily due to higher healthcare expense of $1.8 million and higher consulting expense of $1.4 million, partially offset by lower incentive compensation expense.
Capital Markets – Software Solutions Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (in millions, except percentages) Net sales $ 213.6 $ 185.9 $ 180.2 $ 27.7 14.9 % $ 5.7 3.2 % Segment Adjusted EBITDA 63.5 45.2 38.3 18.3 40.5 % 6.9 18.0 % Segment Adjusted EBITDA margin 29.7 % 24.3 % 21.3 % Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net sales of $213.6 million for the year ended December 31, 2024 increased $27.7 million, or 14.9%, as compared to the year ended December 31, 2023, primarily due to higher Venue volumes and price increases, partially offset by a $3.8 million decrease due to the disposition of the eBrevia business.
Information by Segment The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the years ended December 31, 2025 and 2024: Capital Markets – Software Solutions Year Ended December 31, 2025 2024 $ Change % Change (in millions, except percentages) Net sales $ 230.0 $ 213.6 $ 16.4 7.7 % Segment Adjusted EBITDA 75.0 63.5 11.5 18.1 % Segment Adjusted EBITDA margin 32.6 % 29.7 % Net sales of $230.0 million for the year ended December 31, 2025 increased $16.4 million, or 7.7%, as compared to the year ended December 31, 2024, due to higher ActiveDisclosure net sales of $12.7 million and higher Venue net sales of $3.7 million, both primarily due to increased volumes.
Capital Markets – Compliance and Communications Management Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ Change % Change $ Change % Change (in millions, except percentages) Net sales $ 321.7 $ 355.4 $ 410.3 $ (33.7 ) (9.5 %) $ (54.9 ) (13.4 %) Segment Adjusted EBITDA 110.9 119.4 141.4 (8.5 ) (7.1 %) (22.0 ) (15.6 %) Segment Adjusted EBITDA margin 34.5 % 33.6 % 34.5 % Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net sales of $321.7 million for the year ended December 31, 2024 decreased $33.7 million, or 9.5%, as compared to the year ended December 31, 2023, primarily due to lower compliance and transactional volumes, partially offset by price increases. 32 Segment Adjusted EBITDA of $110.9 million for the year ended December 31, 2024 decreased $8.5 million, or 7.1%, as compared to the year ended December 31, 2023, primarily due to lower sales volumes, higher bad debt expense and higher incentive compensation expense, partially offset by cost control initiatives, a lower allocation of overhead costs and lower selling expense.
Capital Markets – Compliance and Communications Management Year Ended December 31, 2025 2024 $ Change % Change (in millions, except percentages) Net sales $ 296.2 $ 321.7 $ (25.5 ) (7.9 %) Segment Adjusted EBITDA 113.8 110.9 2.9 2.6 % Segment Adjusted EBITDA margin 38.4 % 34.5 % 30 Net sales of $296.2 million for the year ended December 31, 2025 decreased $25.5 million, or 7.9%, as compared to the year ended December 31, 2024, primarily due to lower tech-enabled services net sales of $18.4 million, driven by a decline in both compliance and transactional volumes, and lower print and distribution net sales of $7.1 million, primarily driven by a decline in compliance volumes.
(b) Includes estimated interest for the Term Loan A Facility based on borrowings and the interest rates at December 31, 2024. Estimated interest payments may differ in the future based on changes in borrowings, floating interest rates, timing of additional prepayments or other factors or events.
(b) Includes estimated interest for the Term Loan A Facility and the Revolving Facility based on borrowings and the interest rates at December 31, 2025.
Other operating loss, net of $5.3 million for the year ended December 31, 2023 included a $6.1 million loss on the disposition of the eBrevia business.
Other operating income, net of $10.3 million for the year ended December 31, 2024 included a net gain of $9.8 million on the sale of land.
Generally, the contract assets balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration. Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred.
Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment. 38 Generally, the contract assets balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration.
Corporate unallocated expenses of $43.5 million for the year ended December 31, 2023 increased $6.2 million as compared to the year ended December 31, 2022, primarily due to higher consulting expense, higher incentive compensation expense and higher healthcare expense, partially offset by cost control initiatives. 34 Non-GAAP Measures The Company believes that certain non-GAAP measures, such as non-GAAP consolidated adjusted EBITDA (“Adjusted EBITDA”), provide useful information about the Company’s operating results and enhance the overall ability to assess the Company’s financial performance.
Non-GAAP Measures The Company believes that certain non-GAAP measures, such as non-GAAP consolidated adjusted EBITDA (“Adjusted EBITDA”), provide useful information about the Company’s operating results and enhance the overall ability to assess the Company’s financial performance.
As of December 31, 2024, the Revolving Facility is supported by fifteen U.S. and international financial institutions. As of December 31, 2024, the Company met all the conditions required to borrow under the Revolving Facility, and management expects the Company to continue to meet the applicable borrowing conditions.
As of December 31, 2025, the Revolving Facility is supported by thirteen U.S. and international financial institutions.
Net sales of tech-enabled services of $320.8 million for the year ended December 31, 2024 decreased $16.1 million, or 4.8%, as compared to the year ended December 31, 2023. Net sales of tech-enabled services decreased primarily due to lower capital markets compliance and transactional volumes.
Net sales of tech-enabled services of $298.3 million for the year ended December 31, 2025 decreased $22.5 million, or 7.0%, as compared to the year ended December 31, 2024.
Significant judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain.
Income Taxes In the Company’s audited Consolidated Financial Statements, income tax expense and deferred tax balances have been calculated on a separate income tax return basis. Significant judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets.
As a percentage of net sales, SG&A expenses increased from 35.4% for the year ended December 31, 2023 to 37.2% for the year ended December 31, 2024, primarily driven by higher incentive compensation expense, higher selling expense, higher bad debt expense and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives.
The lower cost of sales is largely driven by lower sales volumes, cost control initiatives and lower overhead costs, whereas the lower SG&A expenses are primarily driven by cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million.
Restructuring, impairment and other charges, net of $9.8 million for the year ended December 31, 2023 increased $2.1 million, or 27.3%, as compared to the year ended December 31, 2022. For the year ended December 31, 2023, these charges included $9.2 million of employee termination costs for approximately 170 employees.
Restructuring, impairment and other charges, net of $10.4 million for the year ended December 31, 2025 increased $3.8 million, or 57.6%, as compared to the year ended December 31, 2024, primarily due to $3.9 million of impairment charges related to certain software assets recorded during the year ended December 31, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign Exchange Risk While the substantial majority of the Company’s business is conducted within the U.S., approximately 11% of the Company’s net sales during the year ended December 31, 2024 were earned outside of the U.S.
Biggest changeThe Company discusses risk management in various places throughout this Annual Report, including discussions concerning liquidity and capital resources. 40 Foreign Exchange Risk While the substantial majority of the Company’s business is conducted within the U.S., approximately 11% of the Company’s net sales during the year ended December 31, 2025 were earned outside of the U.S.
The Company maintains provisions for potential credit losses and such losses to date have normally been within the Company’s expectations. The Company evaluates the solvency of its customers on an ongoing basis to determine if additional allowances for expected losses should be recorded.
The Company maintains provisions for potential credit losses and such losses to date have generally been within the Company’s expectations. The Company evaluates the solvency of its customers on an ongoing basis to determine if additional allowances for expected losses should be recorded.
Credit Risk The Company is exposed to credit risk on accounts receivable balances. This risk is mitigated due to the Company’s large, diverse customer base, dispersed over various geographic regions and industrial sectors. No single customer comprised more than 10% of the Company’s net sales for the years ended December 31, 2024, 2023 and 2022.
Credit Risk The Company is exposed to credit risk on accounts receivable balances. This risk is mitigated due to the Company’s large, diverse customer base, dispersed over various geographic regions and industrial sectors. No single customer comprised more than 10% of the Company’s net sales for the years ended December 31, 2025 and 2024.
A hypothetical 10% strengthening of the U.S. dollar relative to multiple currencies as of December 31, 2024 would have resulted in a decrease in total assets of approximately $3.4 million.
A hypothetical 10% strengthening of the U.S. dollar relative to multiple currencies as of December 31, 2025 would have resulted in a decrease in total assets of approximately $3.3 million.
For the year ended December 31, 2024, a hypothetical 10% strengthening of the U.S. dollar relative to multiple currencies would have resulted in a decrease in the Company’s earnings before income taxes of approximately $1.0 million.
For the year ended December 31, 2025, a hypothetical 10% strengthening of the U.S. dollar relative to multiple currencies would have resulted in a decrease in the Company’s earnings before income taxes of approximately $2.0 million.
CHANGES IN AN D DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 45
CHANGES IN AN D DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 41
Using this sensitivity analysis for the year ended December 31, 2024, such changes would have a $1.0 million impact on interest expense and cash flows. A hypothetical 10% change in yield as of December 31, 2024 would change the fair value of the Term Loan A Facility by approximately $12.5 million, or 10.0%.
Using this sensitivity analysis for the year ended December 31, 2025, such changes would have a $3.8 million impact on interest expense and cash flows. A hypothetical 10% change in yield as of December 31, 2025 would change the fair value of the Term Loan A Facility by approximately $11 million, or 10.0%.
The Company was not a party to any derivative financial instrument as of December 31, 2024 and 2023. The Company discusses risk management in various places throughout this Annual Report, including discussions concerning liquidity and capital resources.
The Company was not a party to any derivative financial instrument as of December 31, 2025 and 2024.

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