Executive equity moves at Donnelley Financial (NYSE: DFIN) show awards and tax offsets

Rhea-AI Filing Summary

Donnelley Financial Solutions, Inc. President, GCM Clay Craig reported a mix of equity awards and share dispositions related to taxes and performance-based grants. On March 3, 2026, he acquired 21,609 shares of common stock at $51.77 per share as a grant or award, and also received additional company-granted stock units with a reported 19,516 and 1,876 shares at a stated price of $0.00 per share under incentive plans.

Several Form 4 entries with code F show dispositions of 20,544, 5,348, and 2,097 shares of common stock, with footnotes explaining that these shares were withheld to pay tax liabilities tied to vesting of restricted stock units and performance stock units, rather than open-market sales.

Footnotes state that performance stock units granted in prior years resulted in 40,198 earned stock units delivered on March 3, 2026, after the Compensation Committee determined achievement of performance goals for several periods. Additional PSUs from 2024 and 2025 remain subject to performance and service-based vesting through the closes of 2026 and 2027. Another award of restricted stock units vests in three equal annual installments beginning on March 3, 2027. Following these transactions, Craig’s holdings include 121,088 shares held directly, 33,817 restricted stock units, and 3,555 earned performance share 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^*

Clay Craig

(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)
	President, GCM

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)		5,348	D	$51.77	138,100	D
Common Stock	03/03/2026		A(2)		21,609	A	$51.77	159,709	D
Common Stock	03/03/2026		F(3)		20,544	D	$51.77	139,165	D
Common Stock	03/03/2026		A		1,876	A	(4)	141,041	D
Common Stock	03/03/2026		A		19,516	A	(5)	160,557	D
Common Stock	03/04/2026		F(1)		2,097	D	$52.97	158,460(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 1,876 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 121,088 shares held directly, 33,817 restricted stock unit, and 3,555 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 insider transactions did Clay Craig report for DFIN on this Form 4?

Clay Craig reported a mix of equity awards and share dispositions. He received multiple grants of common stock and stock units and had shares withheld to cover tax liabilities tied to vesting of restricted and performance stock units under company incentive plans.

How many performance stock units were earned and delivered to Clay Craig at Donnelley Financial (DFIN)?

Footnotes state that 40,198 earned stock units were delivered on March 3, 2026. These resulted from performance stock units granted in 2023, with performance goals assessed for several periods by the Compensation Committee under the company’s Rule 16b-3 incentive plans.

Were Clay Craig’s DFIN share dispositions open-market sales or tax withholdings?

The reported share dispositions were tax withholdings, not open-market sales. Footnotes explain that shares were withheld as payment of tax liabilities incident to vesting of restricted stock units and performance stock units issued in accordance with Rule 16b-3.

What ongoing vesting conditions apply to Clay Craig’s 2024 and 2025 DFIN PSUs?

For 2024 and 2025 PSUs, certain portions remain subject to performance goals and service-based vesting. Earned stock units for these PSUs continue vesting until performance periods close at the end of 2026 and 2027, when final performance and payout are determined.

When will Clay Craig’s new restricted stock units at Donnelley Financial vest?

One award of company-granted restricted stock units will vest in three equal annual installments. Footnotes specify that vesting begins on March 3, 2027, so installments are scheduled annually from that date under the company’s Rule 16b-3 plan framework.

What equity holdings does Clay Craig have in Donnelley Financial after these transactions?

A footnote states that his holdings include 121,088 shares held directly, 33,817 restricted stock units, and 3,555 earned performance share units. These performance share units still have additional service-based vesting requirements before becoming fully unrestricted.