Donnelley Financial (DFIN) CFO granted stock units, withholds shares for tax

Rhea-AI Filing Summary

Donnelley Financial Solutions Chief Financial Officer David A. Gardella reported a mix of equity awards and related tax share withholdings in company common stock.

On March 3, 2026, he acquired 21,609 and 24,303 shares through grants and earned performance stock units, plus 2,026 additional earned units, while 17,808 shares were withheld to cover tax liabilities on vesting. On March 4, 2026, a further 1,840 shares were withheld for taxes. Footnotes explain that 40,198 earned performance stock units from prior PSU grants were delivered on March 3, 2026, and that his holdings include directly owned shares, restricted stock units, and earned performance share units.

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^*

Gardella David A

(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 Financial 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)		4,827	D	$51.77	216,756	D
Common Stock	03/03/2026		A(2)		21,609	A	$51.77	238,365	D
Common Stock	03/03/2026		F(3)		17,808	D	$51.77	220,557	D
Common Stock	03/03/2026		A		2,026	A	(4)	222,583	D
Common Stock	03/03/2026		A		24,303	A	(5)	246,886	D
Common Stock	03/04/2026		F(1)		1,840	D	$52.97	245,046(6)	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 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 11,151 and 10,458 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2023 and 2024, resulting in 11,120 and 7,469 earned stock units. The total earned stock units of 40,198 were delivered on March 3, 2026.

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

4. 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 2,026 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.

5. 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.

6. Includes 201,925 shares held directly, 39,416 restricted stock unit, and 3,705 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.
* 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 insider transactions did DFIN CFO David Gardella report?

DFIN CFO David Gardella reported equity grants and tax-related share withholdings. He received multiple common stock awards and performance stock units, while shares were withheld to satisfy tax liabilities associated with vesting under a Rule 16b-3 equity compensation plan.

Were David Gardella’s DFIN transactions open-market stock sales?

The transactions were not open-market sales. They primarily reflect equity grants and shares withheld to pay tax liabilities upon vesting of restricted and performance stock units, as permitted under Rule 16b-3 equity compensation arrangements for Donnelley Financial Solutions executives.

How many DFIN performance stock units were earned and delivered?

Footnotes state that 40,198 earned performance stock units were delivered on March 3, 2026. These units relate to company PSU awards granted in 2023, with performance goals for 2023, 2024, 2025, and 2023–2025 that were determined achieved by the Compensation Committee.

What DFIN RSU awards did CFO David Gardella receive?

Company footnotes indicate Gardella received restricted stock units issued under a Rule 16b-3 plan. These RSUs vest in three equal annual installments beginning March 3, 2027, aligning his compensation with longer-term company performance and ongoing service requirements at Donnelley Financial Solutions.

How are DFIN shares withheld for David Gardella’s taxes described?

Shares were withheld as payment of tax liabilities tied to vesting of restricted and performance stock units. Footnotes specify that these withholdings occurred incident to vesting and were executed under Rule 16b-3, which governs insider transactions in company equity compensation plans.

What do the DFIN Form 4 footnotes say about Gardella’s holdings?

One footnote explains his position includes directly held shares, restricted stock units, and earned performance share units with additional service-based vesting. This clarifies that his reported total reflects both currently owned stock and unvested or partially vested equity awards in Donnelley Financial Solutions.