DFIN Reports Fourth-Quarter and Full-Year 2025 Results

CHICAGO, Feb. 17, 2026 /PRNewswire/ -- Donnelley Financial Solutions, Inc. (NYSE:DFIN) (the "Company" or "DFIN") today reported financial results for the fourth quarter and full year of 2025.

Highlights:

• Total fourth-quarter net sales of $172.5 million, an increase of 10.4% from the fourth quarter of 2024; Total fourth-quarter net sales change was comprised of:
  • 11.4% increase in software solutions net sales
  • 12.4% increase in tech-enabled services net sales
  • 4.2% decrease in print and distribution net sales
• Full-year software solutions net sales of $358.4 million, an increase of 8.7%, from the full year of 2024; Software solutions net sales accounted for 46.7% of total full-year net sales.
• Gross leverage^(b) of 0.7x and net leverage^(b) of 0.6x as of December 31, 2025.
• During the fourth quarter, the Company repurchased 1,255,108 shares for $60.7 million at an average price of $48.38 per share. For full-year 2025, the Company repurchased 3,562,928 shares for $172.3 million at an average price of $48.36 per share. As of December 31, 2025, the remaining share repurchase authorization was $53.8 million.

"We are pleased with the strong performance in the quarter, including software solutions and tech-enabled services net sales growth of 11.4% and 12.4%, respectively, an increase in Adjusted EBITDA, and Adjusted EBITDA margin expansion. Software solutions net sales growth was led by Venue and ActiveDisclosure, each growing approximately 20% year-over-year. In addition, capital markets transactional revenue increased approximately $11 million, or 29%, compared to last year's fourth quarter, a result of improving market activity," said Daniel N. Leib, DFIN's president and chief executive officer.

Leib continued, "Throughout 2025, the focused execution of our strategy enabled us to achieve strong financial and operational results, in light of challenging capital markets transactional conditions. For the full-year 2025, we delivered $239.8 million of Adjusted EBITDA and record Adjusted EBITDA margin of 31.3%, an increase of approximately 350 basis points from full-year 2024, despite a soft capital markets transactional market. Further, we continued to make solid progress in expanding the adoption of our recurring and reoccurring software offerings to drive more predictable performance. We recorded $358.4 million in software solutions net sales in 2025, which represents approximately 47% of our total full-year net sales, up from approximately 42% of total net sales in 2024. Our efforts in 2025 to scale our portfolio of software solutions create a strong foundation to achieve our long-term goals."

"Heading into 2026, we are encouraged by both the strength of our operating performance and the momentum in capital markets transactional activity. Our portfolio of market-leading regulatory and compliance offerings and deep domain and service expertise position us well to serve our clients in a complex regulatory environment. The combination of our market position, cost structure, and financial flexibility create a solid foundation as we progress on our transformation journey," Leib concluded.

Net Sales

Net sales in the fourth quarter of 2025 were $172.5 million, an increase of $16.2 million, or 10.4%, from the fourth quarter of 2024. Net sales increased primarily due to higher capital markets transactional volume and growth in software solutions net sales, primarily driven by Venue and ActiveDisclosure, partially offset by lower capital markets and investment companies compliance revenue, part of which is related to lower print and distribution volumes.

Net Earnings

For the fourth quarter of 2025, net earnings were $6.2 million, or $0.23 per diluted share, as compared to $6.3 million, or $0.21 per diluted share, in the fourth quarter of 2024. Net earnings in the fourth quarter of 2025 included after-tax charges of $12.7 million, or $0.47 per diluted share, primarily related to share-based compensation expense and restructuring, impairment and other charges, net. Net earnings in the fourth quarter of 2024 included after-tax charges of $5.7 million, or $0.19 per diluted share, primarily related to share-based compensation expense and restructuring, impairment and other charges, net.

Adjusted EBITDA and Adjusted Non-GAAP Net Earnings

For the fourth quarter of 2025, Adjusted EBITDA was $45.8 million, an increase of $14.1 million as compared to the fourth quarter of 2024. Adjusted EBITDA margin was 26.6%, an increase of approximately 630 basis points as compared to the fourth quarter of 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was primarily due to higher net sales, a favorable sales mix driven by the growth in higher margin software solutions and tech-enabled services net sales, and cost control initiatives, partially offset by higher incentive compensation expense and higher selling expense as a result of the increase in sales volume.

For the fourth quarter of 2025, adjusted non-GAAP net earnings were $18.9 million, or $0.70 per diluted share, as compared to $12.0 million, or $0.40 per diluted share, in the fourth quarter of 2024.

Reconciliations of reported net sales to organic net sales and consolidated net earnings (loss) to Adjusted EBITDA, Adjusted EBITDA margin and adjusted non-GAAP net earnings are presented in the tables.

Guidance

The Company provides the following guidance for the first quarter of 2026:

The guidance provided above constitutes forward-looking statements and actual results may differ materially. Refer to the "Use of Forward-Looking Statements" section below for information on the factors that could cause actual results to differ materially from these forward-looking statements.

Adjusted EBITDA margin guidance presented above is provided on a non-GAAP basis only, without providing a reconciliation to guidance provided on a GAAP basis because the preparation of such a reconciliation could not be accomplished without "unreasonable efforts." The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company's ongoing operations. Such items include, but are not limited to, certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operations.

Company Results and Conference Call

DFIN's earnings press release for the fourth quarter and full year of 2025, which is included as Exhibit 99.1 to the Company's Current Report on Form 8-K that has been furnished to the SEC on February 17, 2026, is available on the Company's investor relations website at investor.dfinsolutions.com. A supplemental trending schedule of historical results, including additional breakouts of segment-level net sales, is also available on the Company's investor relations website.

DFIN will hold a conference call and webcast on February 17, 2026, at 9:00 a.m. Eastern time to discuss financial results for the fourth quarter of 2025, provide a general business update and respond to analyst questions.

A live webcast of the call will also be available on the Company's investor relations website. Please visit investor.dfinsolutions.com at least fifteen minutes prior to the start of the event to register, download and install any necessary audio software.

If you are unable to participate live, a replay of the webcast will be available following the conference call on the Company's investor relations website, along with the earnings press release and related financial tables.

About DFIN

DFIN is the leading global provider of compliance and regulatory software and services, fueling end-to-end investment company regulatory compliance needs, complex capital markets transactions, and essential financial reporting at every stage of the corporate lifecycle. Our mission is simple: to empower clients with the software and support they need to stay ahead of public company filings, investment company filings, private reporting, and beneficial owner reporting, while enhancing workflow efficiency. We bring deep expertise to every engagement, driving transparency and collaboration built on confidence and reliability. Learn more at DFINsolutions.com or follow us on LinkedIn.

Use of Non-GAAP Information

This news release contains certain non-GAAP financial measures, including non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP selling, general and administrative expenses ("SG&A"), adjusted non- GAAP income from operations, adjusted non-GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP earnings before income taxes, non- GAAP effective tax rate, adjusted non-GAAP net earnings, adjusted non-GAAP earnings per diluted share, Free Cash Flow and organic net sales. The Company believes that these non-GAAP financial measures, when presented in conjunction with comparable GAAP measures, provide useful information about the Company's operating results and liquidity and enhance the overall ability to assess the Company's financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business.

The Company's non-GAAP statement of operations measures, which include non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP SG&A, adjusted non-GAAP income from operations, adjusted non- GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP earnings before income taxes, non-GAAP effective tax rate, adjusted non-GAAP net earnings and adjusted non-GAAP net earnings per diluted share, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operations. These adjusted measures exclude the impact of expenses associated with the Company's pension plan settlement charge, non-income tax, net, accelerated rent (benefit) expense, share-based compensation expense and eliminate potential differences in results of operations between periods caused by factors such as historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges, net and gain or loss on certain investments, business sales and asset sales.

Free Cash Flow is a non-GAAP financial measure and is defined by the Company as net cash flow provided by operating activities less capital expenditures. By adjusting for the level of capital investment in operations, the Company believes that free cash flow can provide useful additional basis for understanding the Company's ability to generate cash after capital investment and provides a comparison to peers with differing capital intensity.

Organic net sales is a non-GAAP financial measure and is defined by the Company as reported net sales adjusted for the changes in foreign currency exchange rates and the impact of dispositions.

These non-GAAP financial measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these measures are defined differently by different companies in our industry and, accordingly, such measures may not be comparable to similarly-titled measures of other companies.

Use of Forward-Looking Statements

This news release includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of DFIN and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about DFIN management's beliefs and expectations, are forward-looking statements. Words such as "believes," "anticipates," "estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While DFIN believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond DFIN's control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from DFIN's current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in DFIN periodic public filings with the SEC, including but not limited to those discussed under "Special Note Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors of DFIN's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, those discussed under "Special Note Regarding Forward-Looking Statements" in DFIN's Quarterly Reports on Form 10-Q and in other investor communications of DFIN's from time to time. DFIN does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.