Donnelley Financial (NYSE: DFIN) sets new $150M share buyback plan

Rhea-AI Filing Summary

Donnelley Financial Solutions, Inc. announced that its Board of Directors authorized a new share repurchase program for up to $150 million of outstanding common stock. Repurchases may begin on April 17, 2026 and can occur on the open market or through privately negotiated transactions.

This authorization replaces a prior $150 million program that had approximately $15 million remaining and will be effective through December 31, 2027. Management will decide the timing and amount of repurchases based on market conditions and other factors, and may use a Rule 10b5-1 plan. The program can be suspended or discontinued at any time.

Insights

Equity Capital Allocation Analyst

Donnelley Financial authorizes a new $150M stock repurchase program replacing its prior plan.

Donnelley Financial Solutions has approved a new share repurchase program of up to $150 million, allowing open-market and privately negotiated buybacks starting April 17, 2026. The authorization runs through December 31, 2027, giving management flexibility over an extended period.

The new program replaces a prior $150 million authorization with about $15 million remaining, effectively refreshing the capacity for future repurchases. Actual impact will depend on how aggressively management executes repurchases relative to market conditions and the company’s other capital needs.

Because the program may use Rule 10b5-1 trading plans, repurchases can continue during times when normal trading might be restricted. The Board also retains the ability to suspend or discontinue the program, so future disclosures will clarify how much of the authorization is ultimately used.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New repurchase authorization: $150 million Prior program size: $150 million Remaining under prior program: $15 million +2 more

5 metrics

New repurchase authorization $150 million Maximum amount of common stock buybacks under new program

Prior program size $150 million Total capacity of previous share repurchase program

Remaining under prior program $15 million Approximate unused capacity before new program replaced it

Program start date April 17, 2026 Date from which shares may be repurchased

Program end date December 31, 2027 Date through which repurchases are authorized

Key Terms

Share Repurchase Program, Rule 10b5-1 plan, privately negotiated purchases, Emerging growth company

4 terms

Share Repurchase Program financial

"the Board of Directors authorized the repurchase of up to $150 million of the Company’s outstanding common stock"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

Rule 10b5-1 plan regulatory

"Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

privately negotiated purchases financial

"in one or more transactions on the open market or in privately negotiated purchases"

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

false000166981100016698112026-04-162026-04-16

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): April 16, 2026

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 File Number)		(IRS Employer 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 Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01)		DFIN		NYSE

Item 8.01. Other Events

Share Repurchase Program

On April 16, 2026, the Board of Directors authorized the repurchase of up to $150 million of the Company’s outstanding common stock from time to time in one or more transactions on the open market or in privately negotiated purchases commencing April 17, 2026. This share repurchase program replaces the previous $150 million program which had approximately $15 million remaining. The new share repurchase program will be effective through December 31, 2027.

The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time.

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 No.		Description
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: April 21, 2026		By:		/s/ LEAH TRZCINSKI
				Leah Trzcinski
				Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

FAQ

What share repurchase program did Donnelley Financial Solutions (DFIN) approve?

Donnelley Financial Solutions approved a new share repurchase program authorizing buybacks of up to $150 million of its outstanding common stock. The program permits open-market purchases and privately negotiated transactions, giving management flexibility in how and when to repurchase shares.

When does Donnelley Financial’s new $150 million buyback program start and end?

The new share repurchase program begins on April 17, 2026 and is effective through December 31, 2027. During this period, Donnelley Financial’s management can repurchase shares subject to market conditions and other factors the company deems relevant.

How does the new Donnelley Financial (DFIN) repurchase plan relate to the prior program?

The company’s Board authorized a new $150 million repurchase plan that replaces a previous $150 million program. The prior plan had approximately $15 million of capacity remaining, and the new authorization effectively refreshes the total amount available for future share buybacks.

Can Donnelley Financial make repurchases under a Rule 10b5-1 plan?

Yes. The company states that repurchases may be made under a Rule 10b5-1 plan. Such a plan allows preset trading instructions so shares can be repurchased even when the company might otherwise be restricted from trading under insider trading laws.

Is Donnelley Financial required to complete the full $150 million share repurchase?

No. While the Board authorized repurchases of up to $150 million, the timing and amount are at management’s discretion. The company also notes that the repurchase program may be suspended or discontinued at any time before the scheduled end date.

Where will Donnelley Financial’s common stock repurchases take place?

The company indicates that repurchases may occur on the open market or through privately negotiated purchases. This allows Donnelley Financial to choose among different transaction types depending on market conditions and its assessment of the most efficient repurchase methods.

Filing Exhibits & Attachments

1 document

Other Documents

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