v3.25.4

Retirement Plans | 12 Months Ended
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Dec. 31, 2025
Retirement Benefits [Abstract] |
Retirement Plans | Note 7. Retirement Plans 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”). The Plan was funded in conformity with the applicable government regulations. In connection with the Plan Settlement, the Company made a $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. The Company’s remaining defined benefit plan is frozen. No new employees are permitted to enter the Company’s frozen plan and participants do not earn additional benefits. Benefits are generally based upon years of service and compensation. The annual income or expense amounts relating to the pension plans are based on calculations, which include various actuarial assumptions including mortality expectations, discount rates and expected long-term rates of return. The Company reviews its actuarial assumptions on an annual basis as of December 31 (or more frequently if a significant event requiring remeasurement occurs, such as the Plan Settlement) and modifies the assumptions based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the audited Consolidated Balance Sheets, but are amortized into operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss. During the year ended December 31, 2025, the Company used the Society of Actuaries Pri-2012 base rate mortality table and MP-2021 mortality improvement projection scale in the calculation of the Company’s U.S. pension plan obligations. The pension plan obligations are calculated using generally accepted actuarial methods and are measured as of December 31. Actuarial gains and losses for frozen plans are amortized using the corridor method over the average remaining expected life of plan participants. The Company made cash contributions of $13.0 million to its pension plans during the year ended December 31, 2025. The Company expects to make cash contributions of approximately $2.1 million to its remaining pension plan during the year ending December 31, 2026. The components of net pension plan expense (income) for the years ended December 31, 2025, 2024 and 2023 are included in investment and other loss (income), net on the audited Consolidated Statements of Operations and were as follows:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Interest cost |  | $ | 8.0 |  |  | $ | 11.1 |  |  | $ | 11.7 |
Expected return on assets |  |  | (6.8 | ) |  |  | (13.5 | ) |  |  | (13.2 | )
Amortization, net |  |  | 1.2 |  |  |  | 1.3 |  |  |  | 1.0 |
Net pension plan expense (income) |  |  | 2.4 |  |  |  | (1.1 | ) |  |  | (0.5 | )
Pension plan settlement charge |  |  | 82.8 |  |  |  | — |  |  |  | — |
Total pension plan expense (income) |  | $ | 85.2 |  |  | $ | (1.1 | ) |  | $ | (0.5 | )
Weighted-average assumptions used to calculate total pension plan expense (income): |  |  |  |  |  |  |  |  |
Discount rate |  |  | 5.3 | % |  |  | 5.0 | % |  |  | 5.2 | %
Expected return on plan assets |  |  | 5.3 | % |  |  | 6.0 | % |  |  | 5.8 | %
Reconciliation of Funded Status
|  | 2025 |  |  | 2024 |
Benefit obligation at beginning of year |  | $ | 225.6 |  |  | $ | 234.8 |
Interest cost |  |  | 7.9 |  |  |  | 11.0 |
Actuarial loss (gain) |  |  | 1.6 |  |  |  | (3.5 | )
Benefits paid |  |  | (72.6 | ) |  |  | (16.7 | )
Pension plan settlement |  |  | (137.8 | ) |  |  | — |
Benefit obligation at end of year (a) |  | $ | 24.7 |  |  | $ | 225.6 |
Fair value of plan assets at beginning of year |  | $ | 189.5 |  |  | $ | 199.5 |
Actual return on assets |  |  | 8.4 |  |  |  | 4.9 |
Employer contributions |  |  | 13.0 |  |  |  | 1.8 |
Benefits paid |  |  | (72.6 | ) |  |  | (16.7 | )
Pension plan settlement |  |  | (137.8 | ) |  |  | — |
Other |  |  | (0.5 | ) |  |  | — |
Fair value of plan assets at end of year |  | $ | — |  |  | $ | 189.5 |
Under funded status at end of year |  | $ | (24.7 | ) |  | $ | (36.1 | )
(a) As the Company’s defined benefit plans are frozen and participants do not earn additional service benefits, the projected benefit obligation and accumulated benefit obligation are the same. The decrease in benefit obligation during the year ended December 31, 2025 was primarily due to the Plan Settlement. The underfunded pension plans liabilities are presented on the Company’s audited Consolidated Balance Sheets as follows:
|  | December 31, |
|  | 2025 |  |  | 2024 |
Accrued liabilities |  | $ | (2.0 | ) |  | $ | (13.9 | )
Pension and other postretirement benefits plans liabilities |  |  | (22.7 | ) |  |  | (22.2 | )
Net liabilities |  | $ | (24.7 | ) |  | $ | (36.1 | )
The amounts included in accumulated other comprehensive loss on the audited Consolidated Balance Sheets, excluding tax effects, that have not been recognized as components of net periodic benefit cost at December 31, 2025 and 2024 were as follows:
|  | December 31, |
|  | 2025 |  |  | 2024 |
Accumulated other comprehensive loss: |  |  |  |  |  |
Net actuarial loss |  | $ | (6.3 | ) |  | $ | (90.3 | )
The pre-tax amounts recognized in other comprehensive income (loss) during the years ended December 31, 2025, 2024 and 2023 were as follows:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Pension plan settlement charge |  | $ | 82.8 |  |  | $ | — |  |  | $ | — |
Net actuarial (loss) gain |  |  | — |  |  |  | (4.9 | ) |  |  | 5.1 |
Amortization of net actuarial loss |  |  | 1.2 |  |  |  | 1.2 |  |  |  | 1.0 |
Total recognized in other comprehensive income (loss) |  | $ | 84.0 |  |  | $ | (3.7 | ) |  | $ | 6.1 |
Actuarial gains and losses in excess of 10.0% of the greater of the projected benefit obligation or the market-related value of plan assets were recognized as a component of net pension plan income over the average remaining service period of the plan’s active employees. As a result of th e plan being frozen, the actuarial gains and losses are recognized as a component of total pension plan expense (income) over the average remaining expected life of plan participants. The weighted average assumptions used to determine the benefit obligati on at December 31, 2025 and 2024 were as follows:
|  | December 31, |
|  | 2025 |  |  | 2024 |
Discount rate |  |  | 5.4 | % |  |  | 5.3 | %
Interest crediting rate |  |  | 4.8 | % |  |  | 3.0 | %
Benefit payments are expected to be paid as follows:
2026 |  | $ | 2.1 |
2027 |  |  | 2.0 |
2028 |  |  | 2.0 |
2029 |  |  | 2.2 |
2030 |  |  | 1.9 |
2031-2035 |  |  | 9.0 |
Plan Assets The Company had a risk management approach for its pension plan assets. The overall investment objective of this approach was to reduce the risk of significant decreases in the plan’s funded status by allocating a larger portion of the plan’s assets to investments expected to hedge the impact of interest rate risks on the plan’s obligation. The expected long-term rate of return for plan assets was based upon many factors including asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The fair values of the Company’s pension plan assets at December 31, 2024, by asset category, were as follows:
|  | December 31, 2024 |
|  | Total |  |  | Level 1 |  |  | Level 2 |
Asset category: |  |  |  |  |  |  |  |  |
Cash equivalents |  | $ | 62.6 |  |  | $ | — |  |  | $ | 62.6 |
Fixed income |  |  | 64.4 |  |  |  | — |  |  |  | 64.4 |
Assets measured at NAV |  |  | 62.5 |  |  |  | — |  |  |  | — |
Total |  | $ | 189.5 |  |  | $ | — |  |  | $ | 127.0 |
The Company segregated its plan assets by the following major categories and levels for determining their fair value: Cash equivalents—The Company invests in certain short-term investments which are valued using the amortized cost method. As such, these assets were classified as Level 2. Fixed income—Fixed income securities are primarily in a diversified portfolio of long duration governmental instruments. They are primarily valued using a market approach, using matrix pricing and considering a security’s relationship to other securities for which quoted prices in an active market may be available. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmarks, and spreads. As the value of these assets was determined based on observable inputs obtained by third parties, the Company classified these assets as Level 2. Assets measured at NAV—The Company invests in certain funds that are valued at calculated net asset value per share (“NAV”), but are not quoted on active markets such as certain equity common funds, fixed income funds, hedge funds and corporate bond funds. The Company believes that the NAV is representative of fair value at the reporting date, as there are no significant restrictions on redemption of these investments or other reasons to indicate that the investment would be redeemed at an amount different than the NAV. For Level 2 plan assets, management reviewed significant investments on a quarterly basis including investigation of unusual fluctuations in price or returns and obtaining an understanding of the pricing methodology to assess the reliability of third-party pricing estimates. The valuation methodologies described above may generate a fair value calculation that may not be indicative of net realizable value or future fair values. While the Company believes the methodologies used were appropriate, the use of different methodologies or assumptions in calculating fair value could result in different amounts. Employer 401(k) Savings Plan For the benefit of most of its U.S. employees, the Company maintains a defined contribution retirement savings plan (“401(k)”) that is intended to be qualified under Section 401(a) of the Internal Revenue Code. Under this plan, employees may contribute a percentage of eligible compensation on both a before-tax and after-tax basis and the Company provides a matching contribution of $0.50 for every dollar an employee contributes up to 6% of eligible compensation. The Company can also contribute a discretionary match, based on the Company’s performance. Expense for the Company’s 401(k) matching contributions was $4.9 million, $4.8 million and $5.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Multiemployer Pension Plans On October 1, 2016, DFIN became an independent publicly traded company through the distribution by R.R. Donnelley & Sons Company (“RRD”) of shares of DFIN common stock to RRD stockholders (the “Separation”). In 2020, LSC Communications, Inc. (“LSC”), which separated from RRD at the same time as DFIN, filed for business reorganization under Chapter 11 of the U.S. Bankruptcy Code and stopped making required withdrawal liability payments to multiemployer pension plans (“MEPP”) from which RRD had withdrawn prior to the Separation. Responsibility for certain pre-Separation withdrawal liability obligations was assigned to the parties, including LSC (the “LSC MEPP Liabilities”), however, the Company and RRD remained jointly and severally liable for the LSC MEPP Liabilities pursuant to laws and regulations governing multiemployer pension plans. The Company’s MEPP liabilities as of December 31, 2025 and 2024 totaled $8.0 million and $9.0 million, respectively, including the Company’s share of LSC MEPP Liabilities. There can be no assurance that the Company’s actual future liabilities relating to the MEPP liabilities (including MEPP liabilities where the Company and RRD remain jointly and severally liable) will not differ materially from the amount recorded on the Company’s audited Consolidated Financial Statements. If RRD fails to make required payments in respect of the remaining LSC MEPP Liabilities, or RRD fails to make required payments in respect of RRD’s MEPP liabilities, the Company may become obligated to make such payments. In addition, the Company’s MEPP liabilities could be affected by the financial stability of other employers participating in such plans and decisions by those employers to withdraw from such plans in the future.

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