speaker
Operator

Simply press star followed by the number one on your telephone keypad. And if you would like to withdraw your question, press the star one again. I would now like to turn the call over to Mike Tsao, Head of Investor Relations. Please go ahead.

speaker
Mike Tsao
Head of Investor Relations

Thank you. Good morning, everyone, and thank you for joining Donnelly Financial Solutions' third quarter 2025 results conference call. This morning, we released our earnings report. including a set of supplemental trending schedules of historical results, copies of which can be found in the Investors section of our website at DFINSolutions.com. During this call, we'll refer to forward-looking statements that are subject to risks and uncertainties. For a complete discussion, please refer to the cautionary statements included in our earnings release and further details in our most recent annual report on Form 10-K quarterly report on Form 10Q and other filings with the SEC. Further, we will discuss certain non-GAAP financial information, such as adjusted EBITDA and adjusted EBITDA margin. We believe the presentation of non-GAAP financial information provides you with useful supplementary information concerning the company's ongoing operations and is an appropriate way for you to evaluate the company's performance. They are, however, provided for informational purposes only. Please refer to the earnings release and related tables for GAAP financial information and reconciliations of GAAP to non-GAAP financial information. I am joined this morning by Dan Lieb, Dave Gardella, and other members of management. I will now turn the call over to Dan.

speaker
Dan Lieb
President and Chief Executive Officer

Thank you, Mike, and good morning, everyone. Our third quarter results offered further validation of our strategy, including the continued shift toward a favorable sales mix driven by double-digit growth in our SaaS offerings, strong year-over-year growth in adjusted EBITDA, and adjusted EBITDA margin expansion. In addition, we continued to make great progress in modernizing and expanding the adoption of our offerings in the marketplace, highlighted by the launch of our new venue virtual data room product. Against the backdrop of an improving but still soft capital markets transactional environment, which resulted in an 8% reduction in our event-driven transactional revenue, we delivered solid results, which once again demonstrated the resiliency of our operating model across various market conditions and the sustainability of our performance as our business mix continues to transform. Specific to our third quarter performance, I am pleased with the continued strong demand for our software offerings, where we delivered year-over-year net sales growth of 10.3%, an improvement compared to the growth rate we achieved in the first half of the year. Software solution sales represented approximately 52% of total sales in the quarter, a positive proof point of our transformation into a software-centric company. On a trailing four-quarter basis, software solution sales reached approximately $350 million. growing 8.5% from the third quarter 2024 trailing four quarters and accounted for 46.5% of trailing four quarter sales, an increase of approximately 640 basis points from the third quarter 2024 trailing four quarter sales. This continued positive mix shift positions us well to achieve our long-term target of deriving approximately 60% of total sales from software solutions by 2028. A major driver of the third quarter software growth was the performance of our recurring compliance software products, Active Disclosure and ArcSuite, which posted approximately 16% sales growth in aggregate, marking the third consecutive quarter of double-digit sales growth across these two products. The growth in our recurring compliance software offerings is led by Active Disclosure, which delivered third quarter net sales growth of approximately 26%, an acceleration in growth compared to recent trend. We are encouraged by the continued growth in active disclosure subscription service packages. In addition, as I discussed previously, we are serving additional use cases via a hybrid model that combines our software solution with an unmatched service offering. Within this context, active disclosure has been increasingly chosen by our clients for their IPO registration and proxy statement needs, which historically were managed in a traditional model. In the third quarter, we saw higher active disclosure sales associated with IPO registrations being completed on the platform compared to last year's third quarter. In the case of ArcSuite, the growth rate in the third quarter, approximately 10%, was more modest than the past few quarters as we overlapped the benefit associated with the tailored shareholder report solution, which was introduced in July of 2024. As I commented previously, we expect the growth profile of ArcSuite to be more modest during periods outside of regulatory changes, while over the longer term still exhibiting the double-digit growth we have delivered historically, based in part on a dynamic and evolving regulatory environment. For the fourth quarter, on a year-over-year basis, in addition to overlapping the TSR uplift, We will also overlap a contract renewal with a strategic client during last year's fourth quarter that produced favorable economics since the renewal. These factors combine to create a tough comparison versus the fourth quarter of last year when ArcSuite grew 23% year over year. I am encouraged by the continued adoption of ArcSuite among investment company clients as we build on the sales momentum and positive market response since launching our TSR solutions. As it relates to venue, we delivered improved year-over-year sales performance in the third quarter, increasing by approximately 3% compared to the third quarter of last year. We remain encouraged by venues' performance, which benefits from stable demand from both announced and unannounced deals across public and private companies alike. To further solidify venues' market position as a leading virtual data room for M&A due diligence, we launched a new version of Venu during the third quarter following a comprehensive rebuild. The redesigned Venu delivers a highly intuitive user experience, empowers clients to manage complex transactions more efficiently, streamlines collaboration within deal teams, and safeguards sensitive information throughout the deal's life cycle. Following the rollout, we have received very positive client feedback. Venu's modern architecture positions us well to efficiently add further capabilities as needed. We expect the new product launch will strengthen Venu as the data room of choice for corporate transactions. In addition to introducing new Venu, which serves our capital markets clients, during the third quarter, we released for broad adoption ArcFlex, the newest module within ArcSuite, designed specifically to meet the needs of investment companies focused on alternative investments. ArcFlex is a purpose-built financial and regulatory offering tailored for a wide range of private investment institutions, including hedge funds, private equity, and business development companies. By leveraging the foundational capabilities within the DFIN platform, ArcFlex builds on existing services to provide enhanced solutions customized for private fund clients. Coupled with DFIN's deep domain and service expertise, ArcFlex is well positioned as the leading end-to-end financial and regulatory reporting solution serving the growing private funds market. New Venue and ArcFlex are the latest in a series of new software introductions made possible by our focused investments to accelerate the modernization, innovation, and growth of our software portfolio. Over the past several years, these investments have enabled us to launch or modernize a majority of our software products. Our investments have enabled us to increase development velocity, bring new solutions to market more efficiently by leveraging the platform capabilities of our single compliance platform, and empower our clients to adapt quickly to an evolving regulatory environment, all while incorporating the most modern technology. Before turning the call over to Dave, I'd like to comment on the U.S. government shutdown and the related impact on our outlook for capital markets deal activity. Since the shutdown began on October 1st, the SEC's Division of Corporation Finance has been unable to review or accelerate registration statements, issue comment letters, or provide interpretive guidance. As a result, the SEC's ability to declare registration statements effective has been curtailed, impacting IPO activity as well as other capital markets transactions so far in the fourth quarter. While some transactions, including select IPO pricing, are taking place within a limited window without SEC comment, most of the planned transactional activity has been paused. Overall, the shutdown has delayed the positive momentum in capital markets deal activity over the last two quarters. Based on what we experienced during the previous government shutdown, this shutdown represents a shift in the timing of when transactions complete, as most deals that were paused during the previous shutdown were reactivated when the SEC reopened. While the duration of the shutdown remains uncertain, we continue to support our clients in preparing transactions so they remain ready to move quickly when regulatory operations at the SEC resume. Deep and strong client relationships and market leadership position us well to capture the latent demand when activity level normalizes. Before I share a few closing remarks, I would like to turn the call over to Dave to provide more details on our third quarter results and our outlook for the fourth quarter. Dave?

Disclaimer

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