The Company’s share-based compensation plan under which it may grant future awards, the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan (as amended, the “2016 PIP”), was approved by the Board of Directors (the “Board”) and the Company’s stockholders and provides incentives to key employees of the Company. Awards under the 2016 PIP may include cash or stock bonuses, stock options, stock appreciation rights, restricted stock, PSUs, performance cash awards or RSUs. In addition, non-employee members of the Board may receive awards under the 2016 PIP. At March 31, 2026, there were 2.3 million remaining shares of common stock reserved for future issuance under the 2016 PIP.

The Company recognizes compensation expense for share-based awards based on estimated grant date fair values and certain assumptions, as further disclosed in Note 12, Share-based Compensation, of the Annual Report.

Total share-based compensation expense was $6.4 million and $6.0 million for the three months ended March 31, 2026 and 2025, respectively. The income tax benefit related to share-based compensation expense was $2.2 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, $47.1 million of total unrecognized share-based compensation expense is expected to be recognized over a weighted-average period of 2.1 years.

RSUs outstanding as of March 31, 2026 and December 31, 2025, and changes during the three months ended March 31, 2026, were as follows:


	Shares (thousands)			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2025		654		$	48.58
Granted		390			51.77
Vested		(254	)		50.03
Forfeited		(13	)		51.96
Nonvested at March 31, 2026		777		$	49.65

As of March 31, 2026, $32.9 million of unrecognized share-based compensation expense related to RSUs is expected to be recognized over a weighted-average period of 2.4 years.

PSUs include a market condition related to the Company’s stock price performance relative to a peer group, or relative total shareholder return (“TSR”) modifier, which can affect the number of shares ultimately issued to grantees at the end of the three-year performance period. The grant-date fair value of the PSUs is determined based on a Monte Carlo valuation model. The total potential payout for the PSUs is payable upon the achievement of certain established performance targets and can also be impacted by the TSR modifier.

PSUs outstanding as of March 31, 2026 and December 31, 2025, and changes during the three months ended March 31, 2026, were as follows:


	Shares (thousands)			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2025		785		$	54.24
Granted		73			41.85
Vested		(328	)		41.85
Forfeited		(4	)		41.85
Nonvested at March 31, 2026		526		$	60.30

During the three months ended March 31, 2026, 73 thousand PSUs were granted to certain executive officers and senior management as a result of additional shares issued due to the achievement of certain targets associated with the 2023 PSUs. As of March 31, 2026, $14.2 million of unrecognized share-based compensation expense related to the 2024 and 2025 PSUs is expected to be recognized over a weighted-average period of 1.3 years.

In April 2026, 411 thousand PSUs were granted to certain executive officers and senior management related to the 2026 PSUs. Due to the timing of the grant, the Company is still completing its valuation of the grant-date fair value.