Donnelley Financial (NYSE: DFIN) legal chief reports stock awards, tax withholding

Rhea-AI Filing Summary

Donnelley Financial Solutions Chief Legal Officer Leah Marie Trzcinski reported a mix of equity awards and tax-related share withholdings in common stock. On March 3, 2026, she received 8,101 common-stock-based awards at $0.00 per share and an additional 600 earned performance stock units at $0.00 per share, tied to 2024 and 2025 performance share unit grants and future performance and service-based vesting.

Also on March 3, 805 shares of common stock at $51.77 per share, and on March 4, 2026, 406 shares at $52.97 per share, were withheld to cover tax liabilities upon vesting of restricted stock units. A footnote states her holdings include 4,813 shares held directly, 15,000 restricted stock units, and 950 earned performance share units with additional service-based vesting.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Trzcinski Leah Marie

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	406	$52.97	$22K
Tax Withholding	Common Stock	805	$51.77	$42K
Grant/Award	Common Stock	600	$0.00	--
Grant/Award	Common Stock	8,101	$0.00	--

Holdings After Transaction: Common Stock — 20,763 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 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 600 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 4,813 shares held directly, 15,000 restricted stock unit, and 950 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
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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^*

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)
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)		805	D	$51.77	12,468	D
Common Stock	03/03/2026		A		600	A	(2)	13,068	D
Common Stock	03/03/2026		A		8,101	A	(3)	21,169	D
Common Stock	03/04/2026		F(1)		406	D	$52.97	20,763(4)	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 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 600 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.

3. 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.

4. Includes 4,813 shares held directly, 15,000 restricted stock unit, and 950 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.
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FAQ

What insider transactions did DFIN Chief Legal Officer Leah Marie Trzcinski report?

Leah Marie Trzcinski reported both equity awards and tax-related share withholdings. She received 8,101 common-stock-based awards and 600 earned performance stock units at $0.00, while 805 and 406 shares were withheld to satisfy tax liabilities tied to restricted stock unit vesting.

Were the DFIN Form 4 dispositions by Leah Trzcinski open-market stock sales?

The reported share dispositions were tax-withholding transactions, not open-market sales. A total of 805 shares at $51.77 and 406 shares at $52.97 were withheld to pay tax liabilities incident to restricted stock unit vesting in accordance with Rule 16b-3.

What new stock awards did Leah Trzcinski receive from Donnelley Financial (DFIN)?

Trzcinski received 8,101 common-stock-based awards and 600 earned performance stock units. These relate to 2024 and 2025 performance share unit grants, with portions still subject to future performance determinations, relative total shareholder return adjustments, and service-based vesting through the ends of 2026 and 2027.

How do performance share units and RSUs factor into DFIN insider Leah Trzcinski’s holdings?

Her holdings include both restricted stock units and earned performance share units. A footnote states she holds 4,813 shares directly, 15,000 restricted stock units, and 950 earned performance share units, all of which remain subject to additional service-based vesting conditions over specified performance periods.

What does the DFIN Form 4 say about vesting timing for Leah Trzcinski’s RSUs?

Certain newly granted restricted stock units vest in three equal annual installments. The filing notes company-granted RSUs that vest in three equal annual installments beginning on March 3, 2027, linking a portion of her equity compensation to continued service over multiple years.