Robert Kirk Williams - Mar 3, 2025 Form 4 Insider Report for Donnelley Financial Solutions, Inc. (DFIN)

Signature
William Zola, pursuant to power of attorney
Stock symbol
DFIN
Transactions as of
Mar 3, 2025
Transactions value $
$13,639
Form type
4
Date filed
3/5/2025, 05:56 PM
Previous filing
May 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DFIN Common Stock Tax liability -$93.4K -1.96K -3.33% $47.54 57K Mar 3, 2025 Direct F1
transaction DFIN Common Stock Award $473K +9.96K +17.47% $47.54 67K Mar 3, 2025 Direct F2
transaction DFIN Common Stock Tax liability -$323K -6.78K -10.13% $47.54 60.2K Mar 3, 2025 Direct F3
transaction DFIN Common Stock Award +4.54K +7.53% 64.7K Mar 3, 2025 Direct F4
transaction DFIN Common Stock Award +9.74K +15.05% 74.5K Mar 3, 2025 Direct F5
transaction DFIN Common Stock Tax liability -$44K -954 -1.28% $46.10 73.5K Mar 4, 2025 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.
F2 Represents earned portions of Company granted PSUs issued in 2022 pursuant to a Rule 16b-3 plan for which performance has been determined. On March 3, 2025, the Compensation Committee determined the achievement of the performance goals for 2024 and 2022-2024, resulting in 5,316 and 4,644 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2022 and 2023, resulting in 4,816 and 2,463 earned stock units. The total earned stock units of 17,239 were delivered on March 3, 2025.
F3 Shares were withheld as payment of a tax liability incident to vesting of performance stock units issued in accordance with Rule 16b-3.
F4 Represents earned portions of the Company granted PSUs issued in 2023 and 2024 pursuant to a Rule 16b-3 plan for which performance has been determined. For the 2023 PSUs, 25% is subject to performance goals related to 2024 performance, which was determined by the Compensation Committee to be achieved on March 3, 2025 and resulted in 3,556 earned stock units. For the 2024 PSUs, 10% is subject to performance goals related to 2024 performance, which was determined by the Compensation Committee to be achieved on March 3, 2025 and resulted in 979 earned stock units, subject to additional modification based on the Company's relative total shareholder return at the end of 2026. Earned stock units for the 2023 and 2024 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 2025 and 2026 respectively, and final performance and payout is determined.
F5 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, 2026.
F6 Includes 46,624 shares held directly, 17,065 restricted stock unit, and 9,829 earned performance share units with additional service-based vesting.