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Donnelley Financial Solutions: Clay sells 90,046 shares

A post-transaction footnote lists 26,678 directly held shares, 33,817 restricted stock units and 3,555 earned performance share units with additional service-based vesting.

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Form Type
4

Rhea-AI Filing Summary

Donnelley Financial Solutions, Inc. (DFIN) Senior Advisor Craig Clay sold 90,046 common shares in five direct transactions on November 2 and 3, 2026. The reported weighted-average prices were $67.1415, $67.9043 and $68.7523 per share on November 2, and $67.4403 and $67.8854 per share on November 3. No Rule 10b5-1 plan is reported.

Insider Clay Craig
Role Senior Advisor
Sold 90,046 shs ($6.09M)
Share of Position Sold 58.4%
Type Security Shares Price Value
Sale Common Stock F4 21,500 $67.4403 $1.45M
Sale Common Stock F5, F6 14,528 $67.8854 $986K
Sale Common Stock F1 28,100 $67.1415 $1.89M
Sale Common Stock F2 21,418 $67.9043 $1.45M
Sale Common Stock F3 4,500 $68.7523 $309K
Holdings After Transaction: Common Stock — 64,050 shares (Direct)
Holdings Before and After: Common Stock, 154,096 to 64,050 shares (Direct)
Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.
Footnotes (6)
  1. F1. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $66.44 to $67.4243 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
  2. F2. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $67.45 to $68.44 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
  3. F3. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $68.49 to $69.0243 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
  4. F4. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $66.7062 to $67.7039 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
  5. F5. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $67.7077 to $68.34 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
  6. F6. Includes 26,678 shares held directly, 33,817 restricted stock units, and 3,555 earned performance share units with additional service-based vesting.
Common stock sale 28,100 shares; $67.1415 per share (weighted average) November 2, 2026
Common stock sale 21,418 shares; $67.9043 per share (weighted average) November 2, 2026
Common stock sale 4,500 shares; $68.7523 per share (weighted average) November 2, 2026
Common stock sale 21,500 shares; $67.4403 per share (weighted average) November 3, 2026
Common stock sale 14,528 shares; $67.8854 per share (weighted average) November 3, 2026
weighted average sale price financial
"The reported price represents a weighted average sale price."
restricted stock units financial
"33,817 restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
earned performance share units financial
"3,555 earned performance share units with additional service-based vesting."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many DFIN shares did Senior Advisor Craig Clay sell?

Craig Clay sold 90,046 common shares in five direct transactions on November 2 and 3, 2026. No Rule 10b5-1 plan is reported.

What prices did Craig Clay receive for DFIN shares?

The five reported weighted-average sale prices were $67.1415, $67.9043 and $68.7523 per share on November 2, 2026, and $67.4403 and $67.8854 per share on November 3, 2026.

What holdings were listed after Craig Clay's DFIN sale?

The post-transaction amount includes 26,678 shares held directly, 33,817 restricted stock units and 3,555 earned performance share units with additional service-based vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Clay Craig

(Last)(First)(Middle)
C/O DONNELLEY FINANCIAL SOLUTIONS
391 STEEL WAY

(Street)
LANCASTER PENNSYLVANIA 17601

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Donnelley Financial Solutions, Inc. [ DFIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Advisor
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock11/02/2026S28,100D$67.1415(1)125,996D
Common Stock11/02/2026S21,418D$67.9043(2)104,578D
Common Stock11/02/2026S4,500D$68.7523(3)100,078D
Common Stock11/03/2026S21,500D$67.4403(4)78,578D
Common Stock11/03/2026S14,528D$67.8854(5)64,050(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $66.44 to $67.4243 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
2. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $67.45 to $68.44 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
3. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $68.49 to $69.0243 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
4. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $66.7062 to $67.7039 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
5. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $67.7077 to $68.34 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
6. Includes 26,678 shares held directly, 33,817 restricted stock units, and 3,555 earned performance share units with additional service-based vesting.
William Zola, pursuant to power of attorney11/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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