8-K
Donnelley Financial Solutions, Inc. (DFIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 23, 2025
Donnelley Financial Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37728 | 36-4829638 |
|---|---|
| (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 391 Steel Way | |
| --- | --- |
| Lancaster, Pennsylvania | 17601 |
| (Address of Principal Executive Offices) | (Zip Code) |
(800) 823-5304
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock (Par Value $0.01) | DFIN | NYSE |
| Item 2.02 | Results of Operations and Financial Condition. | |
| --- | --- |
On October 23, 2025, Donnelley Financial Solutions, Inc. (the “Company”) issued a press release reporting certain details regarding the Company’s financial results for the third quarter ended September 30, 2025 related to the completion of the Company’s previously disclosed pension plan termination.
Information in this Item 2.02 and Exhibit 99.1 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release issued by Donnelley Financial Solutions, Inc. on October 23, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||
|---|---|---|
| Date: October 23, 2025 | By: | /s/ DAVID A. GARDELLA |
| David A. Gardella | ||
| Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
DFIN Successfully Completes Pension Plan Termination
New York, NY — October 23, 2025 — Donnelley Financial Solutions, Inc. (NYSE: DFIN) (“DFIN” or the “Company”) today confirmed the successful completion of the previously announced termination of its primary defined benefit pension plan (the “Plan”), which had been frozen since 2011. The process, which began in 2024, was completed in the third quarter of 2025, at which time the Company settled the Plan obligations through a combination of lump sum payments to certain Plan participants and the purchase of a non-participating irrevocable group annuity contract from a third-party insurer, backed by state guarantees (the “Plan Settlement”).
In connection with the Plan Settlement, the Company made a cash contribution of $12.5 million to fully fund the Plan during the third quarter of 2025. As a result of the Plan Settlement, the Company remeasured the Plan’s assets and obligations and will recognize a pre-tax non-cash settlement charge of approximately $83 million in its third quarter 2025 results, due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss on the Company’s balance sheet. The Plan Settlement results in the removal of a net liability of approximately $10 million (approximately $200 million of Plan obligations and approximately $190 million of Plan assets) from the Company’s balance sheet.
“This transaction reflects our continued commitment to prudent financial management and delivering long-term value to our shareholders,” said Dave Gardella, Chief Financial Officer. “By fully funding the Plan and partnering with a trusted insurer, we’ve secured future benefits for Plan participants while reducing risk and further enhancing our financial flexibility.”
About DFIN
DFIN is the leading global provider of compliance and regulatory software and services, fueling end-to-end investment company regulatory compliance needs, complex capital markets transactions, and essential financial reporting at every stage of the corporate lifecycle. Our mission is simple: to empower clients with the software and support they need to stay ahead of public company filings, investment company filings, private reporting, and beneficial owner reporting, while enhancing workflow efficiency. We bring deep expertise to every engagement, driving transparency and collaboration built on confidence and reliability. Learn more at DFINsolutions.com or follow us on LinkedIn.