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Donnelley Financial Solutions Inc.

03/05/2026 | Press release | Distributed by Public on 03/05/2026 17:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Clay Craig
2. Issuer Name and Ticker or Trading Symbol
Donnelley Financial Solutions, Inc. [DFIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, GCM
(Last) (First) (Middle)
C/O DONNELLEY FINANCIAL SOLUTIONS, 391 STEEL WAY
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
(Street)
LANCASTER, PA 17601
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/03/2026 F(1) 5,348 D $51.77 138,100 D
Common Stock 03/03/2026 A(2) 21,609 A $51.77 159,709 D
Common Stock 03/03/2026 F(3) 20,544 D $51.77 139,165 D
Common Stock 03/03/2026 A 1,876 A (4) 141,041 D
Common Stock 03/03/2026 A 19,516 A (5) 160,557 D
Common Stock 03/04/2026 F(1) 2,097 D $52.97 158,460(6) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clay Craig
C/O DONNELLEY FINANCIAL SOLUTIONS
391 STEEL WAY
LANCASTER, PA 17601
President, GCM

Signatures

William Zola, pursuant to power of attorney 03/05/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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 1,876 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 121,088 shares held directly, 33,817 restricted stock unit, and 3,555 earned performance share units with additional service-based vesting.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Donnelley Financial Solutions Inc. published this content on March 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 05, 2026 at 23:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]