Donnelley Financial (NYSE: DFIN) CAO reports equity awards and tax share withholdings

Rhea-AI Filing Summary

Donnelley Financial Solutions Chief Accounting Officer Kami Turner reported multiple equity award and tax-related transactions in company common stock. On March 3, 2026, Turner received grants and earned awards of 3,344, 2,578, and 262 shares as company stock units vested or were granted under performance- and service-based plans. On March 3 and 4, 2026, a total of several hundred shares, including transactions of 2,795, 753, and 269 shares, were disposed of as shares were withheld to satisfy tax liabilities tied to vesting, rather than open‑market sales. After these transactions, Turner directly owned just over 50,000 shares, including common stock, restricted stock units, and earned performance share units that remain subject to 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^*

Turner Kami

(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 Accounting 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)		753	D	$51.77	47,194	D
Common Stock	03/03/2026		A(2)		3,344	A	$51.77	50,538	D
Common Stock	03/03/2026		F(3)		2,795	D	$51.77	47,743	D
Common Stock	03/03/2026		A		262	A	(4)	48,005	D
Common Stock	03/03/2026		A		2,578	A	(5)	50,583	D
Common Stock	03/04/2026		F(1)		269	D	$52.97	50,314(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 1,726 and 1,618 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2023 and 2024, resulting in 1,721 and 1,156 earned stock units. The total earned stock units of 6,221 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 262 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 45,203 shares held directly, 4,605 restricted stock unit, and 506 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 DFIN Chief Accounting Officer Kami Turner report?

Kami Turner reported a mix of equity awards and tax-related share withholdings. She received several grants and earned performance-based shares, while some shares were withheld to cover tax liabilities associated with vesting, rather than being sold in the open market.

Were Kami Turner’s DFIN stock transactions open-market buys or sells?

The filing shows no open-market buys or sells. Shares labeled with code F were withheld to pay tax liabilities on vesting awards, and code A entries reflect grants or earned stock units under company equity plans, not discretionary trading activity.

How many DFIN shares were granted or earned by Kami Turner in this Form 4?

Turner reported equity acquisitions of 3,344, 2,578, and 262 common shares tied to grants and earned performance stock units. These arose from company plans where performance goals had been determined and awards delivered or granted on March 3, 2026.

Why were some of Kami Turner’s DFIN shares disposed of in this filing?

Shares marked with transaction code F were withheld to satisfy tax liabilities from vesting restricted stock units and performance stock units. This is a common mechanism where the company withholds shares instead of the insider paying taxes in cash.

How many DFIN shares does Kami Turner own after these transactions?

After the reported transactions, Turner directly owned slightly more than 50,000 DFIN-related shares. This includes common stock held outright, restricted stock units, and earned performance share units that still require continued service for full vesting.

What do the performance stock unit (PSU) footnotes mean for DFIN insider awards?

The footnotes explain that PSUs granted in 2023, 2024, and 2025 vested based on performance goals. Some goals were met, creating earned stock units delivered March 3, 2026, while others were not achieved or remain subject to future performance and service-based vesting.