Donnelley Financial Solutions, Inc. (DFIN) FY 2025 MD&A

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the Company’s audited Consolidated Financial Statements and the related notes thereto, as well as Part I, Item 1. Business of this Annual Report.

MD&A contains a number of forward-looking statements, all of which are based on the Company’s current expectations and could be affected by the risks and uncertainties, as well as other factors, described throughout this Annual Report, particularly in “Special Note Regarding Forward-Looking Statements” and Part I, Item 1A. Risk Factors.

Business

For a description of the Company’s business and services and products offerings, refer to Part I, Item 1. Business of this Annual Report.

The Company separately reports its net sales and related cost of sales for its software solutions, tech-enabled services and print and distribution offerings. The Company’s software solutions consist of ActiveDisclosure, Arc Suite and Venue. The Company’s tech-enabled services offerings consist of document composition, compliance-related SEC EDGAR filing services and transactional solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping.

Segments

The Company operates its business through four operating and reportable segments: Capital Markets – Software Solutions, Capital Markets – Compliance and Communications Management, Investment Companies – Software Solutions and Investment Companies – Compliance and Communications Management. Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain expenses and income of employee benefits plans, such as pension plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments. For a description of the Company’s operating segments, refer to Part I, Item 1. Business of this Annual Report.

The Company’s operating segments are components of the business for which discrete financial information is available and reviewed regularly by the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer. The CODM regularly reviews segment net sales and Segment Adjusted EBITDA to assess segment performance and to decide how to allocate resources. Segment Adjusted EBITDA is defined as earnings before interest expense, net, income tax expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as further described in Note 15, Segment Information, which management believes are not indicative of ongoing operations and segment performance. See Note 15, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings before income taxes.

Executive Overview

Net sales for the year ended December 31, 2025 decreased by $14.9 million, or 1.9%, to $767.0 million from $781.9 million for the year ended December 31, 2024, including a $0.8 million, or 0.1%, increase due to changes in foreign currency exchange rates. Net sales decreased primarily due to lower tech-enabled services net sales of $22.5 million, primarily driven by lower capital markets compliance volumes, and lower print and distribution net sales of $21.1 million, primarily driven by lower investment companies and capital markets compliance volumes, partially offset by higher software solutions net sales of $28.7 million, primarily due to higher ActiveDisclosure net sales of $12.7 million and higher Arc Suite net sales of $12.3 million.

Income from operations for the year ended December 31, 2025 increased by $4.5 million, or 3.3%, to $141.1 million from $136.6 million for the year ended December 31, 2024. Income from operations increased primarily due to lower cost of sales of $17.5 million and lower SG&A expenses of $13.0 million, partially offset by lower net sales of $14.9 million, as described above, a net gain of $9.8 million on the sale of land during the year ended December 31, 2024 and higher restructuring, impairment and other charges, net of $3.8 million. The lower cost of sales is largely driven by lower sales volumes, cost control initiatives and lower overhead costs, whereas the lower SG&A expenses are primarily driven by cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million.

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Pension Plan Termination and Settlement

In August 2024, the Company executed an amendment to commence the process of terminating the Company’s primary defined benefit plan (the “Plan”). During the year ended December 31, 2025, 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 (the “Plan Settlement”). In connection with the Plan Settlement, the Company made an $11.3 million, net cash contribution to fully fund the Plan.

As a result of the Plan Settlement, the Company remeasured the Plan’s assets and obligations and recognized a non-cash settlement charge of $82.8 million during the year ended December 31, 2025, due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss on the audited Consolidated Balance Sheets. The Plan Settlement was recorded within Corporate.

Financial Review

In the financial review that follows, the Company discusses its consolidated results of operations, segment net sales, Segment Adjusted EBITDA, financial position, cash flows and certain other information. The Company’s cost of sales as a percentage of net sales, consolidated income from operations, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin may be affected by sales mix (i.e., a higher proportion of sales of higher or lower margin services or products relative to total sales). Sales mix can vary period to period and is impacted by regulatory filing seasonality and global capital markets volatility. This discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto.

A discussion of the Company’s financial condition, changes in financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, can be found in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of DFIN’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.

Results of Operations for the Year Ended December 31, 2025 as Compared to the Year Ended December 31, 2024

The following table shows the results of operations for the years ended December 31, 2025 and 2024:

nm – Not meaningful

(a)
Exclusive of depreciation and amortization

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Consolidated

Net sales of software solutions of $358.4 million for the year ended December 31, 2025 increased $28.7 million, or 8.7%, as compared to the year ended December 31, 2024. Net sales of software solutions increased due to $12.7 million of higher ActiveDisclosure net sales, $6.5 million of increases in non-TSR-related Arc Suite net sales, $5.8 million of higher net sales from the Company’s TSR offering and $3.7 million of higher Venue net sales.

Net sales of tech-enabled services of $298.3 million for the year ended December 31, 2025 decreased $22.5 million, or 7.0%, as compared to the year ended December 31, 2024. Net sales of tech-enabled services decreased due to lower capital markets net sales of $18.4 million, driven by a decline in both compliance and transactional volumes, as well as lower investment companies net sales of $4.1 million, largely driven by a decline in compliance volumes.

Net sales of print and distribution of $110.3 million for the year ended December 31, 2025 decreased $21.1 million, or 16.1%, as compared to the year ended December 31, 2024. Net sales of print and distribution decreased due to lower investment companies net sales of $14.0 million and lower capital markets net sales of $7.1 million, both largely driven by a decline in compliance volumes.

Software solutions cost of sales of $111.4 million for the year ended December 31, 2025 increased $4.0 million, or 3.7%, as compared to the year ended December 31, 2024. Software solutions cost of sales increased primarily due to higher product development costs of $1.4 million and a lower allocation of overhead costs. As a percentage of software solutions net sales, software solutions costs of sales decreased 1.5%, primarily driven by $12.7 million of higher ActiveDisclosure net sales and Arc Suite price increases, partially offset by higher product development costs and a lower allocation of overhead costs.

Tech-enabled services cost of sales of $112.8 million for the year ended December 31, 2025 decreased $7.8 million, or 6.5%, as compared to the year ended December 31, 2024. Tech-enabled services cost of sales decreased primarily due to lower sales volumes of $22.5 million, a lower allocation of overhead costs and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 0.2%.

Print and distribution cost of sales of $56.2 million for the year ended December 31, 2025 decreased $13.7 million, or 19.6%, as compared to the year ended December 31, 2024. Print and distribution cost of sales decreased primarily due to lower sales volumes of $21.1 million, a lower allocation of overhead costs and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 2.2%, primarily driven by a lower allocation of overhead costs and cost control initiatives.

SG&A expenses of $277.9 million for the year ended December 31, 2025 decreased $13.0 million, or 4.5%, as compared to the year ended December 31, 2024. SG&A expenses decreased primarily due to cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million. As a percentage of net sales, SG&A expenses decreased from 37.2% for the year ended December 31, 2024 to 36.2% for the year ended December 31, 2025.

Depreciation and amortization of $59.3 million for the year ended December 31, 2025 decreased $0.9 million, or 1.5%, as compared to the year ended December 31, 2024, primarily due to $2.8 million of accelerated amortization expense related to discontinued software recorded during the year ended December 31, 2024 and lower depreciation expense of $1.5 million, partially offset by higher software amortization expense of $3.4 million, driven by additional software development.

Restructuring, impairment and other charges, net of $10.4 million for the year ended December 31, 2025 increased $3.8 million, or 57.6%, as compared to the year ended December 31, 2024, primarily due to $3.9 million of impairment charges related to certain software assets recorded during the year ended December 31, 2025. For the years ended December 31, 2025 and December 31, 2024, the Company recorded $6.1 million of employee termination costs for approximately 90 employees and $5.5 million of employee termination costs for approximately 70 employees, respectively. Refer to Note 6, Restructuring, Impairment and Other Charges, net, to the audited Consolidated Financial Statements for further information.

Other operating income, net of $10.3 million for the year ended December 31, 2024 included a net gain of $9.8 million on the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for further information.

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Income from operations of $141.1 million for the year ended December 31, 2025 increased $4.5 million, or 3.3%, as compared to the year ended December 31, 2024. Income from operations increased primarily due to lower cost of sales of $17.5 million and lower SG&A expenses of $13.0 million, partially offset by lower net sales of $14.9 million, as described above, a net gain of $9.8 million on the sale of land during the year ended December 31, 2024 and higher restructuring, impairment and other charges, net of $3.8 million. The lower cost of sales is largely driven by lower sales volumes, cost control initiatives and lower overhead costs, whereas the lower SG&A expenses are primarily driven by cost control initiatives, lower bad debt expense of $6.5 million, lower overhead costs and lower incentive compensation expense, partially offset by higher share-based compensation expense of $6.2 million and higher healthcare expense of $2.3 million.

Interest expense, net of $12.9 million for the year ended December 31, 2025 was flat as compared to the year ended December 31, 2024. A decrease in interest expense due to a 1.0% decrease in the weighted-average interest rate on borrowing under both the Term Loan A Facility and the Revolving Facility was offset by higher average borrowing of $14.5 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024. Refer to Note 10, Debt, to the audited Consolidated Financial Statements for further information.

Pension plan settlement charge of $82.8 million for the year ended December 31, 2025 consisted of a non-cash loss on the settlement of the Company’s Plan due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss on the audited Consolidated Balance Sheets. Refer to Note 7, Retirement Plans, to the audited Consolidated Financial Statements for further information.

The effective income tax rate was 24.8% for the year ended December 31, 2025 as compared to 26.1% for the year ended December 31, 2024. The change in the effective income tax rate was primarily driven by a net decrease in valuation allowances, the benefit of research and development credits and lower pre-tax earnings, partially offset by higher non-deductible compensation. Refer to Note 9, Income Taxes, to the audited Consolidated Financial Statements for further information.

Information by Segment

The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the years ended December 31, 2025 and 2024:

Capital Markets – Software Solutions

Net sales of $230.0 million for the year ended December 31, 2025 increased $16.4 million, or 7.7%, as compared to the year ended December 31, 2024, due to higher ActiveDisclosure net sales of $12.7 million and higher Venue net sales of $3.7 million, both primarily due to increased volumes.

Segment Adjusted EBITDA of $75.0 million for the year ended December 31, 2025 increased $11.5 million, or 18.1%, as compared to the year ended December 31, 2024, primarily due to higher net sales of $16.4 million, partially offset by higher SG&A expenses of $4.5 million, largely driven by higher selling expense and higher bad debt expense of $1.1 million, partially offset by cost control initiatives.

Segment Adjusted EBITDA margin increased by approximately 290 basis points (“bps”) from 29.7% for the year ended December 31, 2024 to 32.6% for the year ended December 31, 2025, primarily due to an approximately 180 bps and 120 bps decrease in cost of sales and SG&A expenses as a percentage of net sales, respectively, largely driven by higher net sales.

Capital Markets – Compliance and Communications Management

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Net sales of $296.2 million for the year ended December 31, 2025 decreased $25.5 million, or 7.9%, as compared to the year ended December 31, 2024, primarily due to lower tech-enabled services net sales of $18.4 million, driven by a decline in both compliance and transactional volumes, and lower print and distribution net sales of $7.1 million, primarily driven by a decline in compliance volumes.

Segment Adjusted EBITDA of $113.8 million for the year ended December 31, 2025 increased $2.9 million, or 2.6%, as compared to the year ended December 31, 2024, primarily due to lower SG&A expenses of $19.6 million and lower cost of sales of $9.0 million, partially offset by lower net sales of $25.5 million. The decrease in SG&A expenses was primarily due to lower bad debt expense of $7.4 million, a lower allocation of overhead costs, lower selling expense and cost control initiatives, whereas the lower cost of sales of $9.0 million was primarily due to a lower allocation of overhead costs, cost control initiatives and lower sales volumes.

Segment Adjusted EBITDA margin increased by approximately 390 bps from 34.5% for the year ended December 31, 2024 to 38.4% for the year ended December 31, 2025, primarily due to an approximately 420 bps decrease in SG&A expenses as a percentage of net sales, largely driven by lower bad debt expense, a lower allocation of overhead costs, lower selling expense and cost control initiatives.

Investment Companies – Software Solutions

Net sales of $128.4 million for the year ended December 31, 2025 increased $12.3 million, or 10.6%, as compared to the year ended December 31, 2024, due to higher non-TSR-related net sales of $6.5 million, largely driven by price increases, and higher net sales of $5.8 million from the Company’s TSR offering, primarily within ArcReporting and ArcDigital.

Segment Adjusted EBITDA of $50.3 million for the year ended December 31, 2025 increased $10.6 million, or 26.7%, as compared to the year ended December 31, 2024, primarily due to higher net sales of $12.3 million, partially offset by higher cost of sales of $3.5 million, largely driven by higher product development costs of $1.4 million and higher sales volumes.

Segment Adjusted EBITDA margin increased by approximately 500 bps from 34.2% for the year ended December 31, 2024 to 39.2% for the year ended December 31, 2025, primarily due to an approximately 370 bps and 130 bps decrease in SG&A expenses and cost of sales as a percentage of net sales, respectively, largely driven by price increases.

Investment Companies – Compliance and Communications Management

Net sales of $112.4 million for the year ended December 31, 2025 decreased $18.1 million, or 13.9%, as compared to the year ended December 31, 2024, primarily due to lower print and distribution net sales of $14.0 million, largely driven by a decline in compliance volumes.

Segment Adjusted EBITDA of $39.6 million for the year ended December 31, 2025 decreased $1.9 million, or 4.6%, as compared to the year ended December 31, 2024, primarily due to lower net sales of $18.1 million, partially offset by lower cost of sales of $12.4 million, largely driven by lower sales volumes and a lower allocation of overhead costs.

Segment Adjusted EBITDA margin increased by approximately 340 bps from 31.8% for the year ended December 31, 2024 to 35.2% for the year ended December 31, 2025, primarily due to an approximately 240 bps decrease in cost of sales as a percentage of net sales, largely driven by a lower allocation of overhead costs.

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Corporate

The following table summarizes unallocated expenses within Corporate:

Corporate unallocated expenses of $38.9 million for the year ended December 31, 2025 increased $0.6 million as compared to the year ended December 31, 2024, primarily due to higher healthcare expense of $1.8 million and higher consulting expense of $1.4 million, partially offset by lower incentive compensation expense.

Non-GAAP Measures

The Company believes that certain non-GAAP measures, such as non-GAAP consolidated adjusted EBITDA (“Adjusted EBITDA”), provide useful information about the Company’s operating results and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. Adjusted EBITDA allows investors to make a more meaningful comparison between the Company’s core business operating results over different periods of time. The Company believes that Adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provides useful information about the Company’s business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by factors such as historic cost and age of assets, restructuring, impairment and other charges, net, non-income tax, net, gain on investments in equity securities as well as other items, as described below, the Company believes that Adjusted EBITDA can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.

Adjusted EBITDA is not presented in accordance with GAAP and has important limitations as an analytical tool. These measures should not be considered as a substitute for analysis of the Company’s results as reported under GAAP. In addition, these measures are defined differently by different companies and, accordingly, such measures may not be comparable to similarly-titled measures of other companies. In addition to the factors listed above, share-based compensation expense is excluded from Adjusted EBITDA. Although share-based compensation is a key incentive offered to certain Company employees, business performance is evaluated excluding share-based compensation expense. Depending upon the size, timing and the terms of grants, share-based compensation expense may vary but will recur in future periods.

A reconciliation and discussion of changes in Adjusted EBITDA for the year ended December 31, 2024 as compared to the year ended December 31, 2023, can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of DFIN’s Annual Report for the year ended December 31, 2024, filed with the SEC on February 18, 2025.

The following table reconciles net earnings to Adjusted EBITDA for the years ended December 31, 2025 and 2024:

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Restructuring, impairment and other charges, net—The year ended December 31, 2025 included employee termination costs of $6.1 million and $3.9 million of impairment charges related to software. The year ended December 31, 2024 included employee termination costs of $5.5 million. Refer to Note 6, Restructuring, Impairment and Other Charges, net, to the audited Consolidated Financial Statements for additional information.

Share-based compensation expense—Included charges of $31.4 million and $25.2 million for the years ended December 31, 2025 and 2024, respectively.

Pension plan settlement charge—The year ended December 31, 2025 included an $82.8 million non-cash loss on the settlement of the Company’s Plan due to the recognition of unrealized accumulated Plan losses previously reported within accumulated other comprehensive loss. Refer to Note 7, Retirement Plans, to the audited Consolidated Financial Statements for additional information.

Accelerated rent benefit—Included a gain of $1.6 million for the year ended December 31, 2025 related to the acceleration of rent expense associated with termination and modification of certain operating leases.

Gain on sales of long-lived assets—The year ended December 31, 2025 included a gain of $0.5 million on the sale of long-lived assets. The year ended December 31, 2024 included a net gain of $9.8 million related to the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements for additional information.

Non-income tax, net—Included income of $0.3 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.

Gain on investments in equity securities—Included a gain of $0.1 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively.

Gain on sale of a business—Included a gain of $0.4 million for the year ended December 31, 2024 related to the disposition of the eBrevia business.

Selected Financial Data

The following table includes the pre-tax and after-tax impact of certain Non-GAAP adjustments for the years ended December 31, 2025 and 2024:

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Liquidity and Capital Resources

The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its investors. Cash and cash equivalents on hand, operating cash flows and the Company’s Revolving Facility are the primary sources of liquidity and are expected to be used for, among other things, payment of interest and principal on the Company’s debt obligations, capital expenditures necessary to support productivity improvement and growth, share repurchases and continuous operational improvements.

The Company maintains cash pooling structures that enable participating international locations to draw on the pools’ cash resources to meet local liquidity needs. Foreign cash balances may be loaned from certain cash pools to U.S. operating entities on a temporary basis in order to reduce the Company’s short-term borrowing costs or for other purposes. The Company has the ability to repatriate foreign cash, associated with foreign earnings previously subjected to U.S. tax, with minimal additional tax consequences. The Company maintains its assertion of indefinite reinvestment on all foreign earnings and other outside basis differences to indicate that the Company remains indefinitely reinvested in operations outside of the U.S., with the exception of the previously taxed foreign earnings already subject to U.S. tax. During the years ended December 31, 2025 and 2024, the Company repatriated $14.0 million and $30.0 million, respectively, of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. The Company is evaluating whether to make any cash repatriations in the future.

On July 4, 2025, an act to provide for reconciliation pursuant to title II of H. Con. Res. 14, commonly referred to as the “One Big Beautiful Bill Act” (the “Act”) was signed into law. The Act changes the timing of certain tax deductions, including depreciation expense, research and development (R&D) expenditures and interest expense. Aspects of the Act became effective for the Company in the third quarter of 2025, with certain additional impacts coming into effect in 2026 and beyond. The Company expects certain provisions of the Act to change the timing of cash tax payments related to 2025 and future periods, but does not expect the enacted legislation to have a material impact on its income tax expense in future periods.

The Organization for Economic Co-operation and Development’s (“OECD”) current project, widely known as Anti-Base Erosion and Profit Shifting, seeks to address tax challenges arising in the global economy by introducing a global minimum corporate tax of 15%, referred to as Pillar Two, and several mechanisms to ensure tax is paid (the “GloBE Model Rules”). Policymakers across jurisdictions have begun adopting the GloBE Model Rules to implement a global minimum corporate tax rate of 15%. The OECD continues to release administrative guidance and many countries in which the Company operates have adopted or have proposed legislation to adopt Pillar Two. Many aspects of the minimum tax directive became effective beginning in 2024, with certain additional impacts coming into effect beginning in 2025 and beyond. The Company is monitoring enacted legislation and effective dates in its jurisdictions of operations. The Pillar Two framework did not have a material impact on the Company’s audited Consolidated Financial Statements for the years ended December 31, 2025 and 2024 and the Company does not expect the enacted legislation to have a material impact in future periods.

The Company currently expects capital expenditures to be approximately $55 million to $60 million in 2026, as compared to $57.1 million in 2025. Capital expenditures primarily relate to investments in the Company’s software portfolio.

Cash and cash equivalents were $24.5 million at December 31, 2025, which included $3.5 million in the U.S. and $21.0 million at international locations.

The following table describes the Company’s cash flows for the years ended December 31, 2025 and 2024:

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Cash Flows Provided By Operating Activities

Operating cash inflows and outflows are largely attributable to sales of the Company’s services and products as well as recurring expenditures for labor and other operating activities.

Net cash provided by operating activities was $164.9 million for the year ended December 31, 2025, as compared to $171.1 million for the year ended December 31, 2024. The change in net cash provided by operating activities of $6.2 million was primarily due to a decrease in net earnings of $60.0 million, which was largely driven by the $82.8 million non-cash pension plan settlement charge ($60.3 million after-tax), as well as the following factors:

•
Accrued liabilities and other decreased operating cash flows by $22.6 million more during the year ended December 31, 2025, primarily due to higher 2025 payments of employee-related compensation, including incentive compensation and sales commissions, as a result of the Company’s 2024 operating results and lower current year accruals.

•
Pension and other postretirement benefits plans contributions decreased operating cash flows by $11.2 million more during the year ended December 31, 2025, primarily due to the Company’s $11.3 million, net cash contribution to fully fund the Plan in connection with the Plan Settlement.

•
Receivables, net decreased operating cash flows by $10.8 million more during the year ended December 31, 2025, primarily due to the timing of collections.

•
The Company's income tax payments decreased by $16.2 million to $24.6 million for the year ended December 31, 2025 from $40.8 million for the year ended December 31, 2024, primarily due to the favorable treatment of R&D expenditures under the Act for the year ended December 31, 2025.

Cash Flows Used In Investing Activities

Net cash used in investing activities was $57.0 million for the year ended December 31, 2025, which primarily consisted of $57.1 million of capital expenditures, substantially all related to investments in software development.

Net cash used in investing activities was $53.3 million for the year ended December 31, 2024, which primarily consisted of $65.9 million of capital expenditures, substantially all related to investments in software development, partially offset by $12.4 million of proceeds from the sale of land.

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Cash Flows Used In Financing Activities

Net cash used in financing activities was $141.8 million for the year ended December 31, 2025. During the year ended December 31, 2025, the Company received $309.5 million of proceeds from the Revolving Facility borrowings, partially offset by $248.5 million of payments on the Revolving Facility borrowings. During the year ended December 31, 2025, the Company made $129.3 million of payments on long-term debt, primarily to retire the full amount of the Company’s outstanding $125.0 million Delayed Draw Term Loan A Facility during the first quarter of 2025, partially offset by proceeds of $115.0 million from the Term Loan A Facility. The Company’s common stock repurchases for the year ended December 31, 2025 totaled $185.0 million, which included $172.6 million of repurchases under the stock repurchase program and $12.4 million associated with vesting of the Company’s equity awards.

Net cash used in financing activities was $82.1 million for the year ended December 31, 2024. During the year ended December 31, 2024, the Company received $159.5 million of proceeds from the Revolving Facility borrowings, offset by $159.5 million of payments on the Revolving Facility borrowings. The Company’s common stock repurchases for the year ended December 31, 2024 totaled $81.6 million, which included $58.5 million of repurchases under the stock repurchase program and $23.1 million associated with vesting of the Company’s equity awards.

Contractual Cash Obligations and Other Commitments and Contingencies

As of December 31, 2025, the Company had total future contractual and other obligations of approximately $385 million, with approximately $140 million of the future contractual and other obligations due during 2026. The future contractual obligations consist of outstanding debt and related interest, outsourced services related to information technology, maintenance and other services, sales commissions, incentive compensation, operating and finance lease payments, deferred compensation, multi-employer pension plans obligations and other miscellaneous obligations. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies; Note 5, Leases; Note 6, Restructuring, Impairment and Other Charges, net; Note 7, Retirement Plans; Note 8, Commitments and Contingencies and Note 10, Debt to the audited Consolidated Financial Statements for additional information.

Debt

The Company’s debt as of December 31, 2025 and 2024 consisted of the following (in millions):

The Company’s debt maturity as of December 31, 2025 is shown in the table below:

(a)
Excludes unamortized debt issuance costs of $0.4 million, which do not represent contractual commitments with a fixed amount or maturity date.

(b)
Includes estimated interest for the Term Loan A Facility and the Revolving Facility based on borrowings and the interest rates at December 31, 2025. Estimated interest payments may differ in the future based on changes in borrowings, floating interest rates, timing of additional prepayments or other factors or events.

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Credit Agreement—On March 13, 2025, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to provide for a $115.0 million term loan A facility (the “Term Loan A Facility”), establish a $300.0 million revolving facility (the “Revolving Facility”) with a maturity date of March 13, 2030 to replace the entire amount of the revolving facility and modify the financial maintenance and negative covenants in the Amended and Restated Credit Agreement, among other things. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Amended and Restated Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Amended and Restated Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate. Each of these covenants is subject to important exceptions and qualifications.

The Company used the proceeds of the Term Loan A Facility and the Revolving Facility to retire the full $125.0 million of the Company’s then-outstanding Delayed Draw Term Loan A Facility. Under the Amended and Restated Credit Agreement, the Term Loan A Facility bears interest at a rate equal to the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 2.00% to 2.50% based on the Company’s Consolidated Net Leverage Ratio. The principal amount of the loans outstanding under the Term Loan A Facility is due and payable in equal quarterly installments of 1.25% of the original principal amount of the loans during the first three years after funding, beginning on June 30, 2025, and 2.50% of the original principal amount of the loans thereafter. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The entire unpaid principal amount of the loans will be due and payable in full on March 13, 2030.

As of December 31, 2025, there were $61.0 million of borrowings outstanding under the Revolving Facility as well as $1.4 million in outstanding letters of credit and bank guarantees, all of which reduced the availability under the Revolving Facility. Based on the Company’s results of operations for the year ended December 31, 2025 and existing debt, the Company would have had the ability to utilize the remaining $237.6 million of the Revolving Facility and not have been in violation of the terms of the agreement.

The current availability under the Revolving Facility and net available liquidity as of December 31, 2025 are shown in the table below:

The Company was in compliance with its debt covenants as of December 31, 2025, and expects to remain in compliance based on management’s estimates of operating and financial results for fiscal year 2026 and the foreseeable future. However, declines in market and economic conditions or demand for certain of the Company’s services and products could impact the Company’s ability to remain in compliance with its debt covenants in future periods.

The failure of a financial institution supporting the Revolving Facility would reduce the size of the Company’s committed facility unless a replacement institution was added. As of December 31, 2025, the Revolving Facility is supported by thirteen U.S. and international financial institutions.

As of December 31, 2025, the Company met all the conditions required to borrow under the Revolving Facility, and management expects the Company to continue to meet the applicable borrowing conditions.

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OTHER INFORMATION

Litigation and Contingent Liabilities

For a discussion of certain litigation and contingent liabilities involving the Company, see Note 8, Commitments and Contingencies, to the audited Consolidated Financial Statements.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, goodwill, asset valuations and useful lives and income taxes.

Revenue Recognition

The Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers related to the Exchange Act, the Securities Act and the Investment Company Act as well as performs iXBRL and other services. Clients are provided with EDGAR filing services, iXBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company provides software solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs, including ActiveDisclosure, Arc Suite and Venue, and provides digital document creation, online content management and print and distribution solutions.

The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. For arrangements with multiple performance obligations, the transaction price is allocated to the separate performance obligations. When the Company provides customer specific solutions, observable standalone selling price is rarely available. As such, standalone selling price is determined using an estimate of the standalone selling price of each distinct service or product, taking into consideration historical selling price by customer for each distinct service or product, if available. These estimates may vary from the final amounts invoiced to the customer and are adjusted upon completion of all performance obligations.

Certain revenues earned by the Company require significant judgment to determine if revenue should be recorded gross, as a principal, or net of related costs, as an agent. Billings for shipping and handling costs as well as certain postage costs, and out-of-pocket expenses are recorded gross.

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets, unbilled receivables or contract liabilities. Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists and therefore invoicing has not yet occurred. The Company generally estimates contract assets based on the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company’s contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment.

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Generally, the contract assets balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration. Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price. Unbilled receivables can vary significantly from period to period as a result of seasonality, volume and market conditions. Unbilled receivables and contract assets are included in receivables, less allowances for expected losses on the audited Consolidated Balance Sheets. Contract liabilities consist of deferred revenue and progress billings, substantially all of which is included in accrued liabilities on the audited Consolidated Balance Sheets.

Goodwill

The Company performs its goodwill impairment tests annually as of October 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company also performs an interim review for indicators of impairment each quarter to assess whether an interim impairment review is required for any reporting unit. As part of its interim reviews, management analyzes potential changes in the value of individual reporting units based on each reporting unit’s operating results for the period compared to expected results as of the prior year’s annual impairment test. In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test, could be impacted by changes in market conditions and economic events. Based on these interim assessments in 2025, management concluded that no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying amount.

Three of the Company’s four reporting units, CM-SS, CM-CCM and IC-SS, had goodwill as of October 31, 2025.

For the annual goodwill impairment review, the Company has the option to perform a qualitative test (“Step 0”) or a quantitative test (“Step 1”). Under the Step 0 test, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If after assessing these qualitative factors, the Company determines it is not “more-likely-than-not” that the fair value of the reporting unit is less than the carrying value, then the Step 1 quantitative test is not required.

Step 1 of the quantitative test requires comparison of the fair value of each of the reporting units to the respective carrying value. If the carrying value of the reporting unit is less than the fair value, no impairment exists. If the carrying amount of a reporting unit exceeds the estimated fair value, an impairment loss is recognized, generally in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Quantitative Assessment for Impairment—As of October 31, 2025, the Company performed a quantitative assessment for the CM-SS, CM-CCM and IC-SS reporting units. The analysis performed included estimating the fair value of the reporting units using both the income and market approaches. The income approach requires management to estimate a number of factors, including projected future operating results, anticipated future cash flows, discount rates and the allocation of shared assets and certain corporate expenses. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. The income and market approaches were weighted equally to estimate the concluded fair value of the reporting unit.

The determination of fair value in the quantitative assessment requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies and an appropriate market multiple, the discount rate; terminal growth rates; and forecasts of revenue, operating income and capital expenditures.

As a result of the quantitative assessment for CM-SS, CM-CCM and IC-SS, the estimated fair value exceeded the carrying value and no goodwill impairment charge was recorded for the year ended December 31, 2025. As of December 31, 2025, the goodwill balances of the CM-SS, CM-CCM and IC-SS reporting units were $100.0 million, $252.7 million and $53.1 million, respectively.

Goodwill Impairment Assumptions—Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results, including lower than expected growth or profitability, unfavorable regulatory developments or other underlying assumptions could have a significant impact on the fair value of the reporting units.

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Software, net

The Company evaluates the recoverability of software, net, whenever events or changes in circumstances indicate that the carrying value of a software asset may not be recoverable. The Company assesses its software for indicators of impairment on a recurring basis. Factors which could trigger an impairment review include obsolescence, if client demand for the software does not meet expectations, significant changes in the use of the software, changes in the strategy for the overall business or the cost of developing or modifying a software asset significantly exceeds expectations. When the Company determines that the carrying value of software may not be recoverable based upon the existence of one or more of the indicators, the software assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the software. If the carrying value of the software exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the software’s carrying value over its fair value. During the year ended December 31, 2025, the Company recognized impairment charges of $3.9 million related to software.

Income Taxes

In the Company’s audited Consolidated Financial Statements, income tax expense and deferred tax balances have been calculated on a separate income tax return basis.

Significant judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company’s tax returns are subject to audit by various U.S. and foreign tax authorities. The Company recognizes a tax position in its financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. This recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Although management believes that its estimates are reasonable, the final outcome of uncertain tax positions may be materially different from that which is reflected in the Company’s historical financial statements.

The Company has recorded deferred tax assets related to future deductible items, including domestic and foreign tax loss and credit carryforwards. The Company evaluates these deferred tax assets by tax jurisdiction. The utilization of these tax assets is limited by the amount of taxable income expected to be generated within the allowable carryforward period and other factors. Accordingly, management has provided a valuation allowance to reduce certain of these deferred tax assets when management has concluded that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be fully realized. If actual results differ from these estimates, or the estimates are adjusted in future periods, adjustments to the valuation allowance might need to be recorded. As of December 31, 2025 and 2024, valuation allowances of $3.0 million and $5.5 million, respectively, were recorded on the Company’s audited Consolidated Balance Sheets. Refer to Note 9, Income Taxes, to the audited Consolidated Financial Statements for additional information.

New Accounting Pronouncements and Pending Accounting Standards

Recently adopted and issued accounting standards and their effect on the Company’s audited Consolidated Financial Statements are described in Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the audited Consolidated Financial Statements.