Donnelley Financial director granted 4,265 RSUs

MARTIN LOIS M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MARTIN LOIS M reported acquisition or exercise transactions in this Form 4 filing.

Donnelley Financial Solutions, Inc. director Lois M. Martin received a grant of 4,265 shares of common stock in the form of restricted stock units (RSUs) at a price of $0.00 per share as equity compensation. These RSUs are payable in shares of common stock on the first anniversary of the grant date or when she ceases to be a director, if earlier, and she may defer payment until leaving the board. Following this award, her reported direct holdings total 77,947 shares, including 63,253 shares held directly and 14,694 RSUs.

Insider Trade Summary

Grant/Award: 4,265 shares

Grant/Award 1 txn

Insider MARTIN LOIS M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,265	$0.00	$0.00

Holdings After Transaction: Common Stock — 77,947 shares (Direct)

Footnotes (2)

1. F1. Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan. The RSUs are payable in shares of common stock on the first anniversary of the grant date or when the reporting person ceases to be a director, if earlier. Additionally, the reporting person may defer payment of any vesting of shares until the date such person ceases to be a director.
2. F2. Includes 63,253 shares held directly and 14,694 restricted stock units.

Key Figures

RSU grant size: 4,265 shares Grant price per share: $0.00 per share Total holdings after transaction: 77,947 shares +2 more

5 metrics

RSU grant size 4,265 shares Restricted stock units granted to director on acquisition date

Grant price per share $0.00 per share Equity compensation award, not a market purchase

Total holdings after transaction 77,947 shares Reported direct holdings following the RSU grant

Direct shares held 63,253 shares Common stock held directly by the director

RSUs held 14,694 units Restricted stock units included in total holdings

Key Terms

restricted stock units ("RSUs"), Rule 16b-3 plan, grant date, non-derivative

4 terms

restricted stock units ("RSUs") financial

"Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 16b-3 plan regulatory

"Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan."

grant date financial

"payable in shares of common stock on the first anniversary of the grant date or when the reporting person ceases to be a director"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

non-derivative financial

"transaction_type": "non-derivative""

FAQ

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

What insider transaction did DFIN director Lois M. Martin report on this Form 4?

Lois M. Martin reported an acquisition of 4,265 restricted stock units (RSUs) of Donnelley Financial Solutions common stock as a grant. The award was made at a price of $0.00 per share as part of her director equity compensation.

How many Donnelley Financial (DFIN) shares does Lois M. Martin hold after the reported grant?

After the grant, Lois M. Martin is reported to hold 77,947 shares tied to Donnelley Financial common stock. This total includes 63,253 shares held directly and 14,694 restricted stock units, combining existing holdings with the newly granted RSUs.

What are the vesting and payment terms of the 4,265 DFIN restricted stock units granted to Lois M. Martin?

The 4,265 RSUs are payable in shares of Donnelley Financial common stock on the first anniversary of the grant date or when she ceases to be a director, if earlier. She may also defer payment of any vesting until the date she ceases to be a director.

Was the DFIN Form 4 transaction a market purchase or a compensation grant?

The transaction was a compensation-related grant, not a market purchase. Lois M. Martin received 4,265 restricted stock units at $0.00 per share, described as a grant or award under a Rule 16b-3 plan, reflecting director equity compensation.

Under what plan were the Donnelley Financial RSUs for Lois M. Martin granted?

The RSUs were granted under a Rule 16b-3 plan. The footnote states the company granted restricted stock units issued pursuant to a Rule 16b-3 plan, which governs insider equity awards and provides certain exemptions for these compensation-related transactions.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:30 PM EDT Learn about SEC filing dates

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^*

MARTIN LOIS M

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2026		A		4,265	A	(1)	77,947(2)	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. Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan. The RSUs are payable in shares of common stock on the first anniversary of the grant date or when the reporting person ceases to be a director, if earlier. Additionally, the reporting person may defer payment of any vesting of shares until the date such person ceases to be a director.

2. Includes 63,253 shares held directly and 14,694 restricted stock units.

	William Zola, pursuant to power of attorney	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)