Leah Trzcinski (DFIN) reports 1,234-share withholding for taxes at $54.25

Rhea-AI Filing Summary

Leah Marie Trzcinski, Chief Legal Officer of Donnelley Financial Solutions (DFIN), reported a disposition of 1,234 shares of common stock on 08/17/2025 at a price of $54.25 per share. The filing states the shares were withheld to satisfy tax withholding obligations related to the vesting of restricted stock units. After the transaction Trzcinski beneficially owned 13,273 shares in total, comprised of 3,536 shares held directly, 9,387 restricted stock units, and 350 earned performance share units subject to additional service-based vesting. The Form 4 was signed via power of attorney on 08/19/2025.

Positive

• Transaction disclosed promptly and with explanation—Form 4 shows the disposition date, price, and that shares were withheld for tax on vested RSUs
• Clear holding breakdown provided—filing specifies direct shares, restricted stock units, and earned performance share units

Negative

• Net reduction in beneficial ownership—1,234 shares were disposed, reducing her position to 13,273 shares
• Performance share units subject to additional vesting—350 PSUs remain subject to service-based vesting, indicating future dilution or forfeiture risk if employment ends

Insights

Financial Analyst

TL;DR: Insider sold 1,234 shares (withheld for taxes), leaving 13,273 total holdings; transaction appears routine and non-cash-settlement related.

The reported disposition is identified as Code F and explained as tax withholding on vested restricted stock units, which is a common, non-investment-sale method of satisfying tax obligations. The sale reduced beneficial holdings by roughly 9.3% of the reported post-transaction position. No cash-for-service or open-market intent is stated. For investors, this is a routine insider tax-related transaction rather than a signal of company-specific concerns.

Corporate Governance Expert

TL;DR: Reporting is timely and includes clear breakdown of holdings; transaction follows standard equity compensation mechanics.

The Form 4 discloses the withholding of shares to cover tax liabilities from vested equity, a standard corporate governance practice under Rule 16b-3. The filing lists the composition of retained holdings, including RSUs and earned PSUs with additional service vesting, which helps clarify ongoing executive incentives. The signature by power of attorney is properly noted and dated.

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

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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).

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^*

Trzcinski Leah Marie

(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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2025

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	08/17/2025		F(1)		1,234	D	$54.25	13,273(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. Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.

2. Includes 3,536 shares held directly, 9,387 restricted stock unit, and 350 earned performance share units with additional service-based vesting.

	William Zola, pursuant to power of attorney	08/19/2025
	** 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.
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FAQ

What did Leah Trzcinski (DFIN) report on Form 4?

She reported a disposition of 1,234 common shares on 08/17/2025 at $54.25 per share, withheld to satisfy tax liabilities from vested RSUs.

How many shares does Leah Trzcinski beneficially own after the transaction?

She beneficially owns 13,273 shares in total: 3,536 direct shares, 9,387 restricted stock units, and 350 earned performance share units.

Why were the 1,234 shares disposed of according to the filing?

The filing explains the shares were withheld as payment of a tax liability incident to the vesting of restricted stock units.

When was the Form 4 signed and by whom?

The form was signed by William Zola pursuant to power of attorney on 08/19/2025.

Does the filing indicate an open-market sale or a tax-withholding event?

The transaction code is F and the explanation states it was a tax-withholding event related to RSU vesting, not an open-market sale.

Are any of the reported performance share units still subject to vesting conditions?

Yes, the filing notes 350 earned performance share units remain subject to additional service-based vesting.