Donnelley Financial Solutions, Inc.

DFIN

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001685399-26-000002
Filing date: Mar 5, 2026
Earliest execution date: Mar 3, 2026
Reporting Owners: Gardella David A (CFO)

Summary

Type

Sell

Net shares

+23,463

% of shares

10.59%

Amount (USD)

$1,269,278

Insider confidence score

100.0 out of 100

Positive

  • Massive buy (≥10% of shares)
  • Very large buy amount ($1M+)

Stock transactions

Transaction 1

Security

Common Stock

Action

Tax_withhold

Date

2026-03-03

Code

F

Net shares

-4,827.0

Price per Share

$51.77

Amount (USD)

$249,893.79

Acquired/Disposed

Disposed

Shares Owned Before

221,583.0

Shares Owned After

216,756.0

Transaction 2

Security

Common Stock

Action

Grant

Date

2026-03-03

Code

A

Net shares

+21,609.0

Price per Share

$51.77

Amount (USD)

$1,118,697.93

Acquired/Disposed

Acquired

Shares Owned Before

216,756.0

Shares Owned After

238,365.0

Transaction 3

Security

Common Stock

Action

Tax_withhold

Date

2026-03-03

Code

F

Net shares

-17,808.0

Price per Share

$51.77

Amount (USD)

$921,920.16

Acquired/Disposed

Disposed

Shares Owned Before

238,365.0

Shares Owned After

220,557.0

Transaction 4

Security

Common Stock

Action

Grant

Date

2026-03-03

Code

A

Net shares

+2,026.0

Acquired/Disposed

Acquired

Shares Owned Before

220,557.0

Shares Owned After

222,583.0

Transaction 5

Security

Common Stock

Action

Grant

Date

2026-03-03

Code

A

Net shares

+24,303.0

Acquired/Disposed

Acquired

Shares Owned Before

222,583.0

Shares Owned After

246,886.0

Transaction 6

Security

Common Stock

Action

Tax_withhold

Date

2026-03-04

Code

F

Net shares

-1,840.0

Price per Share

$52.97

Amount (USD)

$97,464.80

Acquired/Disposed

Disposed

Shares Owned Before

246,886.0

Shares Owned After

245,046.0

Filing's footnotes

1. Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.

2. Represents earned portions of Company granted PSUs issued in 2023 pursuant to a Rule 16b-3 plan for which performance has been determined. On March 3, 2026, the Compensation Committee determined the achievement of the performance goals for 2025 and 2023-2025, resulting in 11,151 and 10,458 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2023 and 2024, resulting in 11,120 and 7,469 earned stock units. The total earned stock units of 40,198 were delivered on March 3, 2026.

3. Shares were withheld as payment of a tax liability incident to vesting of performance stock units issued in accordance with Rule 16b-3.

4. Represents earned portions of the Company granted PSUs issued in 2024 and 2025 pursuant to a Rule 16b-3 plan for which performance has been determined. For the 2024 PSUs, 10% is subject to performance goals related to 2025 performance, which was determined by the Compensation Committee not to be achieved on March 3, 2026 and resulted in 0 earned stock units related to that performance goal. For the 2025 PSUs, 10% is subject to goals related to 2025 performance, which was determined by the Compensation Committee to be achieved on March 3, 2026 and resulted in 2,026 earned stock units, subject to additional modification based on the Company's relative total shareholder return at the end of 2027. Earned stock units for the 2024 and 2025 PSUs remain subject to service-based vesting until each of the performance periods related to that PSU's goals is complete, at the close of 2026 and 2027 respectively, and final performance and payout is determined.

5. Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan. The RSUs vest three equal annual installments beginning on March 3, 2027.

6. Includes 201,925 shares held directly, 39,416 restricted stock unit, and 3,705 earned performance share units with additional service-based vesting.

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.