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Donnelley Financial (NYSE: DFIN) exec gets stock awards, withholds shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Donnelley Financial Solutions executive Eric J. Johnson reported a mix of stock awards and tax-related share withholdings. On March 3, he acquired several common stock grants, including performance-based stock units earned from 2023–2025, 2024 and 2025 cycles, and new restricted stock units that vest in three equal annual installments beginning March 3, 2027.

On March 3 and March 4, shares were withheld at prices around $51–$53 per share to satisfy tax liabilities tied to vesting RSUs and performance stock units, rather than sold in open-market trades. After these transactions, he directly holds 137,094 common shares, RSUs and earned performance share units.

Positive

  • None.

Negative

  • None.
Insider Johnson Eric J
Role President, GIC
Type Security Shares Price Value
Tax Withholding Common Stock 1,393 $52.97 $74K
Tax Withholding Common Stock 3,382 $51.77 $175K
Grant/Award Common Stock 14,919 $51.77 $772K
Tax Withholding Common Stock 12,071 $51.77 $625K
Grant/Award Common Stock 1,463 $0.00 --
Grant/Award Common Stock 15,466 $0.00 --
Holdings After Transaction: Common Stock — 137,094 shares (Direct)
Footnotes (1)
  1. Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3. 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 7,700 and 7,219 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2023 and 2024, resulting in 7,678 and 5,157 earned stock units. The total earned stock units of 27,754 were delivered on March 3, 2026. Shares were withheld as payment of a tax liability incident to vesting of performance stock units issued in accordance with Rule 16b-3. 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 1,463 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. 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. Includes 107,753 shares held directly, 26,584 restricted stock unit, and 2,757 earned performance share units with additional service-based vesting.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response: 0.5
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Johnson Eric J
(Last) (First) (Middle)
C/O DONNELLEY FINANCIAL SOLUTIONS
391 STEEL WAY
(Street)
LANCASTER PA 17601
(City) (State) (Zip)
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, GIC
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
4. If Amendment, Date of 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
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) 3,382 D $51.77 118,710 D
Common Stock 03/03/2026 A(2) 14,919 A $51.77 133,629 D
Common Stock 03/03/2026 F(3) 12,071 D $51.77 121,558 D
Common Stock 03/03/2026 A 1,463 A (4) 123,021 D
Common Stock 03/03/2026 A 15,466 A (5) 138,487 D
Common Stock 03/04/2026 F(1) 1,393 D $52.97 137,094(6) D
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
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 7,700 and 7,219 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2023 and 2024, resulting in 7,678 and 5,157 earned stock units. The total earned stock units of 27,754 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 1,463 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 107,753 shares held directly, 26,584 restricted stock unit, and 2,757 earned performance share units with additional service-based vesting.
William Zola, pursuant to power of attorney 03/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Eric J. Johnson report for Donnelley Financial (DFIN)?

Eric J. Johnson reported stock grants and tax-related share withholdings in Donnelley Financial common stock. He received multiple performance-based and restricted stock unit awards while shares were withheld to cover tax liabilities triggered by vesting of those equity awards, rather than through open-market sales.

Were Eric J. Johnson’s Donnelley Financial (DFIN) transactions open-market stock sales?

The transactions reflect shares withheld to pay tax liabilities on vesting awards, not open-market sales. Form 4 codes show tax-withholding dispositions tied to restricted and performance stock units issued under a Rule 16b-3 plan, rather than discretionary selling into the market.

What performance stock units did Eric J. Johnson earn at Donnelley Financial (DFIN)?

He earned portions of performance stock units granted in 2023, 2024 and 2025 after the Compensation Committee determined performance goal achievement for various periods. One 2025 performance goal produced 1,463 earned units, still subject to modification based on relative total shareholder return at the end of 2027.

How many Donnelley Financial (DFIN) shares and units does Eric J. Johnson now hold?

After the reported transactions, he holds 137,094 Donnelley Financial-related shares and units. This includes 107,753 shares held directly, 26,584 restricted stock units, and 2,757 earned performance share units that remain subject to additional service-based vesting conditions before becoming fully unrestricted.

When do Eric J. Johnson’s new restricted stock units in Donnelley Financial (DFIN) vest?

The company granted new restricted stock units that vest in three equal annual installments. These installments begin on March 3, 2027, meaning the awards are structured to vest over three years, encouraging continued service with Donnelley Financial during that multi-year vesting period.

How were Donnelley Financial (DFIN) performance goals applied to Eric J. Johnson’s PSUs?

Performance stock units granted in 2023, 2024 and 2025 were tied to multi-year performance goals. The Compensation Committee determined achievements for specific periods, with some 2024 goals not earned and certain 2025 goals earned, while final payout for some units depends on relative total shareholder return through the end of 2027.