Donnelley Financial Solutions, Inc. Segments Disclosure
Note 15. Segment Information
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.
Capital Markets
The Company provides software solutions, tech-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act and the Exchange Act. Capital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the SEC’s EDGAR system for their transactional and ongoing compliance needs. The Company assists its capital markets clients throughout the course of initial public offerings (“IPOs”), secondary offerings, mergers and acquisitions, public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company (“SPAC”) and de-SPAC transactions and other similar transactions. In addition, the Company provides clients with compliance solutions to prepare their ongoing required Exchange Act filings that are compatible with the SEC’s EDGAR system, most notably Form 10-K, Form 10-Q, Form 8-K and proxy filings. The Company’s operating segments associated with its capital markets services and product offerings are as follows:
Capital Markets – Software Solutions—The CM-SS segment provides Venue and ActiveDisclosure subscriptions and related services (including service packages and services the Company performs on behalf of its clients with customer-facing software) to public and private companies to help manage public and private transactional and compliance processes; collaborate; and tag, validate and file SEC documents.
Capital Markets – Compliance & Communications Management—The CM-CCM segment provides tech-enabled services and print and distribution solutions to public and private companies for deal solutions and SEC compliance requirements. The Company offers around-the-clock services to support the transaction process, production platform and service delivery model. The Company has seen clients utilizing the range of options available to them, including a hybrid approach with working group members participating both virtually and in-person during drafting sessions for their transactions or a fully-virtual experience.
Investment Companies
The Company provides software solutions, tech-enabled services and print and distribution solutions to its investment companies clients, which are primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators, that are subject to the filing and reporting requirements of the Investment Company Act, as well as European and Canadian regulations. The Company’s suite of solutions enables its investment companies clients to comply with applicable ongoing SEC regulations, as well as to create, manage and deliver accurate and timely financial communications to investors and regulators. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the SEC’s EDGAR system. The Company’s operating segments associated with its investment companies services and products offerings are as follows:
Investment Companies – Software Solutions—The IC-SS segment provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including subscriptions to ArcDigital, ArcPro, ArcRegulatory and ArcReporting as well as related services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors.
Investment Companies – Compliance & Communications Management—The IC-CCM segment provides clients with tech-enabled services and print and distribution solutions for creating, filing and distributing regulatory communications and solutions for investor communications, as well as iXBRL-formatted filings pursuant to the Investment Company Act, through the SEC’s EDGAR system. The IC-CCM segment also provides turnkey proxy services, including discovery, planning and implementation, print and mail management, solicitation, tabulation services, stockholder meeting review and expert support.
Information by Segment
The Company’s chief operating decision maker (“CODM”) is the. 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 reviewed to monitor budget versus actual results, analyze historical trends in assessing performance and identify actions required to improve profitability. 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 reflected in the Reconciliation of total Segment Adjusted EBITDA sections below, which management believes are not indicative of ongoing operations and segment performance. As the CODM does not review segment assets to evaluate segment performance, segment assets are not disclosed.
The following tables include selected financial data for the Company’s reportable segments for the years ended December 31, 2025, 2024 and 2023:
|
|
Capital Markets - Software Solutions |
|
|
Capital Markets - Compliance and Communications Management |
|
|
Investment Companies - Software Solutions |
|
|
Investment Companies - Compliance and Communications Management |
|
|
Total |
|
|||||
Year Ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
$ |
230.0 |
|
|
$ |
296.2 |
|
|
$ |
128.4 |
|
|
$ |
112.4 |
|
|
$ |
767.0 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (a) |
|
|
58.2 |
|
|
|
111.4 |
|
|
|
53.1 |
|
|
|
57.9 |
|
|
|
|
|
SG&A expenses (a) |
|
|
96.7 |
|
|
|
70.9 |
|
|
|
24.9 |
|
|
|
15.0 |
|
|
|
|
|
Other segment items (a) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
75.0 |
|
|
$ |
113.8 |
|
|
$ |
50.3 |
|
|
$ |
39.6 |
|
|
$ |
278.7 |
|
Reconciliation of total segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Corporate (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.9 |
) |
||||
Restructuring, impairment and other charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
(10.4 |
) |
||||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31.4 |
) |
||||
Pension plan settlement charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(82.8 |
) |
||||
Accelerated rent benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
||||
Gain on sale of long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
||||
Non-income tax, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
||||
Gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(59.3 |
) |
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.9 |
) |
||||
Investment and other loss, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.4 |
) |
||||
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43.1 |
|
||||
|
|
Capital Markets - Software Solutions |
|
|
Capital Markets - Compliance and Communications Management |
|
|
Investment Companies - Software Solutions |
|
|
Investment Companies - Compliance and Communications Management |
|
|
Total |
|
|||||
Year Ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
$ |
213.6 |
|
|
$ |
321.7 |
|
|
$ |
116.1 |
|
|
$ |
130.5 |
|
|
$ |
781.9 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (a) |
|
|
57.8 |
|
|
|
120.4 |
|
|
|
49.6 |
|
|
|
70.3 |
|
|
|
|
|
SG&A expenses (a) |
|
|
92.2 |
|
|
|
90.5 |
|
|
|
26.8 |
|
|
|
18.6 |
|
|
|
|
|
Other segment items (a) |
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
0.1 |
|
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
63.5 |
|
|
$ |
110.9 |
|
|
$ |
39.7 |
|
|
$ |
41.5 |
|
|
$ |
255.6 |
|
Reconciliation of total segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Corporate (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.3 |
) |
||||
Restructuring, impairment and other charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
(6.6 |
) |
||||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25.2 |
) |
||||
Gain on sale of long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.8 |
|
||||
Non-income tax, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1 |
|
||||
Gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
||||
Gain on sale of a business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60.2 |
) |
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.9 |
) |
||||
Investment and other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0 |
|
||||
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
125.1 |
|
||||
Year Ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
$ |
185.9 |
|
|
$ |
355.4 |
|
|
$ |
106.8 |
|
|
$ |
149.1 |
|
|
$ |
797.2 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (a) |
|
|
61.2 |
|
|
|
141.4 |
|
|
|
47.1 |
|
|
|
81.5 |
|
|
|
|
|
SG&A expenses (a) |
|
|
79.5 |
|
|
|
94.5 |
|
|
|
22.9 |
|
|
|
18.2 |
|
|
|
|
|
Other segment items (a) |
|
|
— |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
45.2 |
|
|
$ |
119.4 |
|
|
$ |
36.9 |
|
|
$ |
49.4 |
|
|
$ |
250.9 |
|
Reconciliation of total segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Corporate (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(43.5 |
) |
||||
Restructuring, impairment and other charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
(9.8 |
) |
||||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22.5 |
) |
||||
Loss on sale of a business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.1 |
) |
||||
Accelerated rent expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.7 |
) |
||||
Disposition-related expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
||||
Gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.0 |
|
||||
Non-income tax, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.9 |
|
||||
Gain on sale of long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56.7 |
) |
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.8 |
) |
||||
Investment and other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
||||
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
102.0 |
|
||||
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Capital Markets - Software Solutions |
|
$ |
30.1 |
|
|
$ |
27.6 |
|
|
$ |
29.8 |
|
Capital Markets - Compliance and Communications Management |
|
|
6.2 |
|
|
|
9.8 |
|
|
|
8.0 |
|
Investment Companies - Software Solutions |
|
|
19.1 |
|
|
|
18.2 |
|
|
|
14.2 |
|
Investment Companies - Compliance and Communications Management |
|
|
3.9 |
|
|
|
4.5 |
|
|
|
4.6 |
|
Total operating segments |
|
|
59.3 |
|
|
|
60.1 |
|
|
|
56.6 |
|
Corporate |
|
|
— |
|
|
|
0.1 |
|
|
|
0.1 |
|
Total |
|
$ |
59.3 |
|
|
$ |
60.2 |
|
|
$ |
56.7 |
|
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|||
Capital Markets - Software Solutions |
|
$ |
28.6 |
|
|
$ |
32.5 |
|
|
$ |
31.5 |
|
Capital Markets - Compliance and Communications Management |
|
|
8.4 |
|
|
|
7.7 |
|
|
|
7.4 |
|
Investment Companies - Software Solutions |
|
|
16.4 |
|
|
|
21.1 |
|
|
|
18.8 |
|
Investment Companies - Compliance and Communications Management |
|
|
2.1 |
|
|
|
2.7 |
|
|
|
1.8 |
|
Total operating segments |
|
|
55.5 |
|
|
|
64.0 |
|
|
|
59.5 |
|
Corporate |
|
|
1.6 |
|
|
|
1.9 |
|
|
|
2.3 |
|
Total |
|
$ |
57.1 |
|
|
$ |
65.9 |
|
|
$ |
61.8 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 28, 2017 | |
About Segments Disclosures
Segment disclosures break a company into its reportable operating units, revealing revenue, profit, and asset allocation that consolidated financial statements obscure. Under ASC 280, segments must match how the chief operating decision maker views the business, providing a window into internal management structure and resource allocation priorities.
Key signals: compare segment margins to identify which units drive profitability and which destroy value. Watch for changes in the number of reportable segments — segment aggregation or disaggregation often coincides with strategic shifts or attempts to obscure declining performance. Intersegment elimination patterns reveal internal pricing practices. The reconciliation between segment totals and consolidated figures exposes corporate overhead allocation and unallocated items. Geographic revenue concentration highlights regulatory and currency exposure. Compare segment-level capital expenditure against segment revenue to assess where management is investing for future growth versus harvesting existing assets.