[Form 4] Donnelley Financial Solutions, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Donnelley Financial Solutions insider Daniel Leib, CEO and director, executed and sold shares on 08/14/2025. He exercised an employee stock option to acquire 20,000 shares at a $19.42 exercise price and simultaneously sold 20,000 shares in three block sales at weighted-average prices of $55.20, $56.07 and $56.91. The sales were made pursuant to a Rule 10b5-1 trading plan adopted March 19, 2025. Following these transactions, Leib beneficially owns 578,181 shares in total, composed of 453,953 directly held shares, 75,770 restricted stock units and 48,458 earned performance share units. The Form 4 was signed under power of attorney on 08/18/2025.

Positive

• Exercise of options at a $19.42 strike shows executive-utilized compensation rights
• Sales executed under a Rule 10b5-1 plan, indicating pre-planned, compliant liquidity actions
• Substantial remaining ownership of 578,181 shares including RSUs and PSUs

Negative

• Insider sold 20,000 shares on the same date as the option exercise, which may attract investor attention
• All exercised shares were monetized rather than retained, reducing incremental insider share retention

Insights

Financial Analyst

TL;DR: Routine option exercise offset by immediate sales under a pre-established 10b5-1 plan; limited incremental information for valuation.

The reporting person exercised 20,000 employee stock options at a $19.42 strike and sold an equal number of shares at weighted-average prices in the mid-$55 to $57 range, consistent with a Rule 10b5-1 plan. The net economic effect was monetization of the exercised shares rather than a change in long-term ownership posture; beneficial ownership remains large at 578,181 shares comprising direct shares, RSUs, and PSUs. This disclosure is a routine liquidity event with no new guidance or corporate-level developments.

Corporate Governance Expert

TL;DR: Transactions follow governance best practices using a 10b5-1 plan and were reported on Form 4 in a timely manner.

The sales were made pursuant to a documented Rule 10b5-1 trading plan adopted March 19, 2025, which provides an affirmative defense to insider trading claims if properly structured. The Form 4 shows transparent reporting of option exercise and subsequent sales and discloses the composition of post-transaction holdings, including RSUs and PSUs. This filing aligns with expected disclosure standards for executive transactions.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Leib Daniel

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M(1)		20,000	A	$19.42	598,181	D
Common Stock	08/14/2025		S(1)		12,867	D	$55.1982(2)	585,314	D
Common Stock	08/14/2025		S(1)		6,333	D	$56.07(3)	578,981	D
Common Stock	08/14/2025		S(1)		800	D	$56.9127(4)	578,181(5)	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
Employee Stock Option (right to buy)	$19.42	08/14/2025		M(1)			20,000	(6)	03/01/2028	Common Stock	20,000	$0	27,400	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 19, 2025.

2. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $54.67 to $55.66 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 $55.69 to $56.66 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 $56.80 to $57.13 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. Includes 453,953 shares held directly, 75,770 restricted stock unit, and 48,458 earned performance share units with additional service-based vesting.

6. The option vests/ vested in four equal annual installments beginning on March 2, 2018.

	Leah Trzcinski, pursuant to power of attorney	08/18/2025
	** 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.

FAQ

What transactions did DFIN insider Daniel Leib report on Form 4?

He exercised 20,000 employee stock options at a $19.42 strike and sold 20,000 shares in three transactions on 08/14/2025.

Were the sales by the DFIN reporting person part of a trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 19, 2025.

What weighted-average prices were reported for the share sales?

The Form 4 reports weighted-average sale prices of approximately $55.1982, $56.07, and $56.9127 for the three sales.

How many shares does Daniel Leib beneficially own after these transactions?

He beneficially owns 578,181 shares after the transactions, including 453,953 direct shares, 75,770 restricted stock units, and 48,458 performance share units.

When was the Form 4 signed and who signed it?

The Form 4 was signed 08/18/2025 by Leah Trzcinski pursuant to power of attorney.

What is the vesting schedule noted for the exercised option?

The option vested in four equal annual installments beginning on March 2, 2018.