Donnelley Financial (NYSE: DFIN) officer logs stock sales and awards

Rhea-AI Filing Summary

Donnelley Financial Solutions Chief People & Admin Officer Robert Kirk Williams reported multiple stock transactions in early March 2026. On March 3, he received several equity awards totaling tens of thousands of common shares and restricted/performance stock units at prices reported as $51.77 or zero per share, reflecting grants and earned performance units.

Also on March 3 and March 4, shares were withheld to cover tax liabilities linked to vesting of restricted and performance stock units, and he executed open‑market sales of 4,237 and 7,684 common shares at weighted average prices of about $52.29 and $52.03 per share. After these transactions, his holdings comprised 36,450 shares held directly, 22,174 restricted stock units, and 2,179 earned performance stock units with additional service-based vesting.

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^*

Williams Robert Kirk

(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 People & Admin 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		S		4,237	D	$52.2907(1)	54,578	D
Common Stock	03/03/2026		F(2)		2,352	D	$51.77	52,226	D
Common Stock	03/03/2026		A(3)		10,292	A	$51.77	62,518	D
Common Stock	03/03/2026		F(4)		7,533	D	$51.77	54,985	D
Common Stock	03/03/2026		A		1,200	A	(5)	56,185	D
Common Stock	03/03/2026		A		13,256	A	(6)	69,441	D
Common Stock	03/04/2026		F(2)		954	D	$52.97	68,487	D
Common Stock	03/04/2026		S		7,684	D	$52.0284(7)	60,803(8)	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. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $52.26 to $52.485 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. Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.

3. Represents earned portions of Company granted PSUs issued in 2023 pursuant to a Rule 16b-3 plan for which performance has been determined. On March 3, 2026, the Compensation Committee determined the achievement of the performance goals for 2025 and 2023-2025, resulting in 5,310 and 4,982 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2023 and 2024, resulting in 5,294 and 3,556 earned stock units. The total earned stock units of 19,142 were delivered on March 3, 2026.

4. Shares were withheld as payment of a tax liability incident to vesting of performance stock units issued in accordance with Rule 16b-3.

5. 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 1,200 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.

6. 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.

7. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $52.025 to $52.033 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.

8. Includes 36,450 shares held directly, 22,174 restricted stock unit, and 2,179 earned performance share units with additional service-based vesting.

	William Zola, pursuant to power of attorney	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What did DFIN executive Robert Kirk Williams report in this Form 4 filing?

He reported a mix of equity awards, tax‑related share withholdings, and open‑market stock sales. The activity involved Donnelley Financial Solutions common stock, restricted stock units, and performance stock units around early March 2026, reflecting routine compensation vesting and related transactions.

How many Donnelley Financial (DFIN) shares did Williams sell in the reported period?

He sold 4,237 and 7,684 common shares in separate open‑market transactions. The weighted average sale prices were about $52.29 and $52.03 per share, as disclosed, with detailed price ranges available to regulators and security holders on request.

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

He received grants and earned portions of performance and restricted stock units, including awards at a reference price of $51.77 and some with a zero price. These reflect Company‑granted PSUs and RSUs issued under a Rule 16b‑3 compensation plan.

How were taxes handled on Williams’ DFIN equity vesting events?

Shares were withheld to pay tax liabilities tied to vesting of restricted and performance stock units. These F‑code transactions represent payment of tax obligations by delivering shares instead of cash, consistent with Rule 16b‑3 plan administration.

What is Williams’ reported DFIN equity position after these transactions?

After the reported activity, his position includes 36,450 common shares held directly, 22,174 restricted stock units, and 2,179 earned performance share units. Some of these units remain subject to additional service‑based vesting conditions and future performance determinations.

How were the sale prices determined in Williams’ DFIN stock transactions?

The filing states that reported prices are weighted averages of multiple trades. For example, one sale ranged from $52.26 to $52.485 per share, and another from $52.025 to $52.033. Full price‑by‑trade details are available to regulators or security holders on request.