Donnelley Financial Solutions, Inc. Debt Disclosure

Note 10. Debt

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.

Term Loan A Facility—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. The fair value of the Term Loan A Facility and Delayed Draw Term Loan A Facility was $108.8 million and $125.0 million as of December 31, 2025 and 2024, respectively, and was determined to be Level 2 under the fair value hierarchy. The weighted-average interest rate on borrowings under the Term Loan A Facility and Delayed Draw Term Loan A Facility was 6.4% and 7.4% for the years ended December 31, 2025 and 2024, respectively.

Revolving Facility—As of December 31, 2025, there were $61.0 million of borrowings outstanding under the Revolving Facility. As of December 31, 2024, there were no borrowings outstanding under the Revolving Facility. The weighted-average interest rate on borrowings under the Revolving Facility was 6.6% and 7.8% for the years ended December 31, 2025 and 2024, respectively. The fair value of the Company’s borrowing under the Revolving Facility is classified as Level 2 under the fair value hierarchy and approximated its carrying value as of December 31, 2025, as the Revolving Facility carries a variable rate of interest reflecting current market rates.

As of December 31, 2025, the Company had $1.4 million in outstanding letters of credit and bank guarantees, all of which reduced the availability under the Revolving Facility. As of December 31, 2024, the Company had $1.6 million in outstanding letters of credit and bank guarantees, of which $1.0 million of the outstanding letters of credit reduced the availability under the Revolving Facility.