# Broadridge Financial Solutions, Inc.: Form 10-K for the period ended Jun 30, 2026 - Company: [Broadridge Financial Solutions, Inc.](/companies/br.md) (CIK 1383312) - Form: 10-K - Filed: 2026-08-04 - Accepted by EDGAR: Aug 4, 2026, 11:13 ET - Period: 2026-06-30 - Accession: 0001628280-26-052243 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/br-20260630.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2026-06-30. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2025-07-01 to 2026-06-30 | $7.48bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Cost of revenue | 12 months, 2025-07-01 to 2026-06-30 | $5.10bn | us-gaap:CostOfGoodsAndServicesSold | | Selling, general and administrative | 12 months, 2025-07-01 to 2026-06-30 | $1.08bn | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 12 months, 2025-07-01 to 2026-06-30 | $1.30bn | us-gaap:OperatingIncomeLoss | | Income tax | 12 months, 2025-07-01 to 2026-06-30 | $321.6m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2025-07-01 to 2026-06-30 | $1.12bn | us-gaap:NetIncomeLoss | | Diluted EPS | 12 months, 2025-07-01 to 2026-06-30 | $9.60 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2025-07-01 to 2026-06-30 | $9.67 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2025-07-01 to 2026-06-30 | 117,100,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2025-07-01 to 2026-06-30 | $1.35bn | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2025-07-01 to 2026-06-30 | $67.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Dividends paid | 12 months, 2025-07-01 to 2026-06-30 | $443.5m | us-gaap:PaymentsOfDividends | | Share repurchases | 12 months, 2025-07-01 to 2026-06-30 | $603.7m | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2026-06-30 | $402.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2026-06-30 | $1.75bn | us-gaap:AssetsCurrent | | Total assets | at 2026-06-30 | $8.95bn | us-gaap:Assets | | Current liabilities | at 2026-06-30 | $1.41bn | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2026-06-30 | $6.10bn | us-gaap:Liabilities | | Long-term debt | at 2026-06-30 | $3.25bn | us-gaap:LongTermDebtNoncurrent | | Current portion of debt | at 2026-06-30 | $0 | us-gaap:LongTermDebtCurrent | | Shareholders' equity | at 2026-06-30 | $2.84bn | us-gaap:StockholdersEquity | ## Business As filed, 70,114 characters. ### The Broadridge Business Broadridge, a Delaware corporation, is a global financial technology leader powering investing, corporate governance, and communications. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds, that enable our clients to operate, innovate and grow. Our trusted expertise and transformative technology solutions help financial services companies enhance investor engagement, optimize trading and investing, and digitize communications. We operate our business in two reportable segments: Investor Communication Solutions and Global Technology and Operations. ### Investor Communication Solutions Our Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions are provided as part of the Investor Communication Solutions segment. The Investor Communication Solutions segment is the larger of our two business segments and its revenues represented approximately 74% and 74% of our total Revenues in fiscal years 2026 and 2025, respectively, including the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar. See “Analysis of Reportable Segments — Revenues” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We provide the following services and solutions through our Investor Communication Solutions segment: #### Regulatory Solutions We handle the entire proxy materials distribution and voting process for our bank, broker-dealer, corporate issuer and fund clients. We offer electronic and traditional hard copy services for the delivery of proxy materials to investors and collection of consents; maintenance of a rules engine and database that contains the delivery method preferences of our clients’ customers; posting of documents on their websites; email notification to investors alerting them that proxy materials are available; and proxy voting via telephone, online, mobile, or paper. We also offer proxy vote solicitation services for the registered clients of fund companies, efficiently managing the entire proxy campaign. In addition, we provide a complete outsourced solution for the processing of all international institutional and retail proxies, including shareholder disclosure management. We are actively extending our market-leading proxy voting and disclosure capabilities to support all models of tokenized securities ownership. We play an integral role in the beneficial proxy process. A majority of publicly-traded shares are not registered in companies’ records in the names of their ultimate beneficial owners. Instead, a substantial majority of all public companies’ shares are held in “street name, meaning that they are held of record by broker-dealers or banks through their depositories. Most street name shares are registered in the name “Cede & Co.” the name used by The Depository Trust and Clearing Corporation (“DTC”), which holds shares on behalf of its participant broker-dealers and banks. These participant broker-dealers and banks (which are known as “Nominees” because they hold securities in name only) in turn hold the shares on behalf of their customers, the individual beneficial owners. Nominees, upon request, are required to provide companies with the information of beneficial owners who do not object to having their names, addresses, and shareholdings supplied to companies, so called “non-objecting beneficial owners” (or “NOBOs”). Objecting beneficial owners (or “OBOs”) may be contacted directly only by the broker-dealer or bank. As DTC’s role is only as the custodian, a number of mechanisms have been developed in order to pass the legal rights DTC holds as the record owner (such as the right to vote) to the beneficial owners. The first step in passing voting rights down the chain is the “omnibus proxy,” which DTC executes to transfer its voting rights to its participant Nominees. Under applicable rules, Nominees must deliver proxy materials to beneficial owners and request voting instructions. Given the large number of Nominees involved in the beneficial proxy process resulting from the large number of beneficial shareholders, we play a unique, central, and integral role in ensuring that the beneficial proxy process occurs without issue for Nominees, companies, funds, and investors. A large number of Nominees have contracted out the processes of distributing proxy materials and tabulating voting instructions to us. Nominees accomplish this by entering into agreements with Broadridge and transferring to us, via powers of attorney, the authority to execute a proxy, which authority the Nominee receives from DTC via an omnibus proxy. Through our agreements with Nominees for the provision of beneficial proxy services, we take on the responsibility of ensuring that the account holders of Nominees receive proxy materials on a timely basis digitally or in print, that their voting instructions are conveyed to the companies and funds conducting solicitations and that these services are fulfilled in accordance with the requirements of their particular solicitation. In order for us to provide the beneficial proxy services effectively, we interface and coordinate directly with each company and/or fund to ensure that the services are performed in an accurate and timely manner. As it would increase the costs for companies and funds to work with the Nominees through which their shares are held beneficially on an individual basis, companies and funds work with us for the performance of the tasks and processes necessary to ensure that proxy materials are distributed on a timely basis to all beneficial owners and that their votes are accurately reported. The SEC’s rules require public companies to reimburse Nominees for the expense of distributing stockholder communications to beneficial owners of securities held in street name. The reimbursement rates are set forth in the rules of self-regulatory organizations (“SROs”), including the New York Stock Exchange (“NYSE”). We bill public companies for the proxy services performed, collect the fees, and remit to the Nominee its portion of the fees. In addition, the NYSE rules establish fees for certain services provided by intermediaries, such as Broadridge, in the proxy process. The preparation and delivery of NOBO information is subject to reimbursement by the corporate issuers requesting the information. The reimbursement rates are based on the number of NOBOs produced pursuant to NYSE or other SRO rules. The rules also determine the fees to be paid to third-party intermediaries, such as Broadridge, who compile the NOBO information on behalf of Nominees who need to respond to corporate issuer requests for NOBO information. We provide institutional investors with a suite of global solutions and services to manage and vote their holdings, including meeting their reporting needs. ProxyEdge® (“ProxyEdge”) is our institutional voting platform that allows institutional investors to view, manage and vote on their multi-custodial holdings, as well as generate reporting and access third party vote recommendations. Our Custom Policy Engine uses artificial intelligence (“AI”) to allow institutional investors to create, manage, and execute their own custom voting policies. Our Pass-Through Voting solution allows asset managers to vote their shares in underlying equities based on the policy or ballot preferences of their institutional and retail investors and our Proxy Disclosure solution allows institutional investors to create and file their required vote disclosures to fulfill their regulatory reporting obligations. In addition to our proxy services, we provide regulatory communications solutions that enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource. We provide composition, printing, filing, and distribution services for regulatory reports, prospectuses, and proxy materials, as well as mutual fund proxy solicitation services. We manage the entire communications process with both registered and beneficial stockholders and provide a complete platform for creating and distributing regulatory investor communications across multiple channels, including e-delivery, online, mobile, and print. These services include prospectus delivery and an end-to-end solution to fund administrators and asset managers for composing, filing, and distributing tailored annual and semi-annual shareholder reports, known as Tailored Shareholder Reports, that are ADA-compliant and have embedded XBRL. Through our Fund Communication Solutions business, we provide fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance, and disseminate information across multiple jurisdictions. Our solutions help fund managers increase distribution opportunities, comply with both United Kingdom and European Union regulations such as Solvency II and MiFID II, and make information easily accessible for investors in a digital format. We also provide support to fund managers with document and data dissemination in the UK and European markets, enabling the receipt by distributors and investors of information supporting fund sales. In addition to our fund solutions, we also provide a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events, such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products. We also provide international corporate governance solutions that address our clients’ needs across Europe, the Middle East and Africa (“EMEA”) and the Asia-Pacific (“APAC”) region. These solutions include institutional and retail global proxy services for financial intermediaries, as well as shareholder disclosure management, data and analytics for both financial intermediaries and corporate issuers. Our international solutions help clients focus on their core businesses while helping them maintain compliance with applicable global and local regulatory requirements, reducing costs, improving efficiency and gaining valuable data-driven insights. #### Data-Driven Fund Solutions We provide a full range of data-driven analytics that help our asset management, broker-dealer, and retirement service provider clients grow revenue, operate efficiently, and maintain compliance. Our data and analytics solutions operate globally and provide data to power investment product distribution and predictive modeling, provide insights and research to enable asset managers to optimize product distribution across retail and institutional channels, and automate important tasks such as fund registration, commission payments and compliance monitoring. We also provide fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem. We also provide automated mutual fund and exchange-traded funds trade processing services for financial institutions that submit trades on behalf of their clients, including qualified and non-qualified retirement plans and individual wealth accounts. Our trust, trading and settlement services are integrated into our product suite, strengthening our role as a provider of insight, technology, and business process outsourcing to the asset management, wealth, and retirement industry. In addition, our marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset managers, insurance providers and retirement service providers. #### Corporate Issuer Solutions We provide a range of corporate issuer solutions that revolve around shareholder meetings and proxy, corporate governance, regulatory filings and disclosure, and stock transfer services. Our services provide corporate issuers a single source solution that spans the entire shareholder communications and corporate disclosure lifecycle. Our shareholder meetings and proxy services and our corporate governance services include a full suite of annual meeting and shareholder engagement solutions: - Proxy services – we provide complete project management for the entire annual meeting process including proxy materials distribution, vote processing, and tabulation for registered and beneficial holdings, including tokenized equities, through our ShareLink® solution. In addition, we provide a Standing Voting Instructions service which enables our clients to offer their retail shareholders the ability to pre-set and automate their voting preferences for future eligible shareholder meetings. - Virtual Shareholder Meeting™ – electronic annual meetings via webcast, either on a stand-alone basis, or in conjunction with in-person annual meetings, including shareholder validation and voting services and the ability for shareholders to ask questions and for management to respond during the meetings. - Shareholder engagement tools – we offer tools for corporate issuers to help them better engage with their shareholders and other stakeholders in connection with the annual meeting process as well as on an ongoing basis throughout the year. These services provide aggregated shareholder data and analytics, shareholder delivery preferences, and voting trends. Our regulatory filings and disclosure solutions provide compliance reporting and transactional reporting services for public companies, including the following: - Securities and Exchange Commission (“SEC”) Filing Services: proxy and annual report design and digitization, SEC filing, printing, and web hosting services, as well as year-round SEC reporting including document composition, EDGARization and XBRL tagging. - Capital Markets Transactional Services: typesetting, composition, printing, and SEC filing services for capital markets transactions such as initial public offerings, spin-offs, acquisitions, and securities offerings. In addition, we provide transaction support services such as virtual deal rooms and translation services. We also provide registrar, stock transfer, and record-keeping services through our transfer agency services. Our transfer agency services address public companies’ need for more efficient and reliable stockholder record maintenance and communication services. In addition, we provide corporate actions services, including acting as the exchange agent, paying agent, or tender agent in support of acquisitions, initial public offerings, and other significant corporate transactions. We also provide abandoned property compliance and reporting services. #### Customer Communications Solutions We support clients across financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with omni-channel customer communications management solutions. Our capabilities span transactional communications, such as statements and bills, marketing communications, including personalized campaigns and microsites, and regulatory communications, such as trade confirmations and explanations of benefits. Our services support both digital and physical delivery of critical customer communications. Our physical delivery services operate through a network of six highly automated production facilities across North America. The Broadridge Communications CloudSM (the “Communications Cloud”) is a flexible omni-channel platform designed to help organizations deliver a more seamless, personalized, and engaging client experience. The platform enables our clients to deploy the specific modules and delivery channels best suited to address their communication strategies while improving operational efficiency, streamlining communications management, and increasing customer engagement through open application programming interfaces and self-service tools. Through the Communications Cloud, our clients can: - create transactional, regulatory, and marketing communications with dynamic, self-service content designed to drive customer action; - deliver communications seamlessly across print, digital, email, short message service (“SMS”) and emerging channels, including interactive microsites, through a single integration; and - gain comprehensive reporting and analytics to optimize communications and increase engagement based on customer behaviors and preferences. In August 2025, we acquired Signal Agency Limited (“Signal”) to expand and globalize our digital customer communications capabilities, strengthen our presence in Europe, and further enhance our ability to help our clients modernize omni-channel customer and investor communications. ### Global Technology and Operations Transactions involving securities and other financial market instruments can, for example, originate with an institutional or retail investor who places an order with a broker who in turn routes that order to an appropriate market for execution. At that point, the parties to the transaction coordinate payment and settlement of the transaction through a clearinghouse. The records of the parties involved must then be updated to reflect completion of the transaction. The transaction must comply with tax, custody, accounting, and record-keeping requirements, and the customer’s account information must correctly reflect the transaction. The accurate processing of trading activity from its initial inception and custody activity requires effective automation and information flow across multiple systems and functions within the firm and across the systems of the various parties that participate in the execution of a transaction. Our Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets. We offer capital markets and wealth and investment management firms modern technology to enable growth, simplify their technology stacks, and mutualize costs across both traditional and tokenized assets. Our highly scalable, resilient, component-based platform automates the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services. Our Wealth Management business provides solutions for advisors and investors and streamlines back- and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting. Our Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk, and analytics. Our solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation. In addition, we provide business process outsourcing services for our buy- and sell-side clients’ businesses. These services combine our technology, including agentic AI, with our operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions. The Global Technology and Operations segment’s revenues represented approximately 26% and 26% of our total Revenues in fiscal years 2026 and 2025, respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S. dollar. See “Analysis of Reportable Segments — Revenues” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We provide the following services and solutions through our Global Technology and Operations segment: #### Capital Markets Solutions Our capital markets platform and solutions deliver simplification and innovation across the full trade lifecycle, from order initiation to settlement. Our technology is a global solution, processing trades, clearance and settlement in more than 100 markets. Our technology enables our clients to meet the requirements of market change such as the T+1 securities settlement cycle, emergence of 24-hour markets, and the tokenization of assets. Our solutions enable global capital markets firms to access market liquidity, driving more effective market making and efficient front-to-back trade processing. These services include data management, securities financing, securities-based lending, collateral management, trade and transaction reporting, reconciliations, financial messaging, and asset servicing. Our solutions can be deployed as a complete solution as well as discrete components supporting financial institutions. Through our Broadridge Trading and Connectivity Solutions business, we provide technology-driven trading and connectivity solutions that enable global capital markets participants to connect and trade. Our front-office solutions, post-trade product suite and other capital markets capabilities enable our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes. Our recent acquisition of CQG, Inc, (“CQG”), an execution management system provider to futures and options market participants, has expanded our execution management, algorithmic trading and market data capabilities and enhanced our market venue connectivity. Our Post-Trade Processing solutions provide a multi-entity, multi-currency back-office platform serving institutional, correspondent clearing, proprietary trading, prime brokerage, custody and primary dealer clients. Our platforms support real-time processing across a broad range of asset classes, including equities, ETFs, options, mutual funds, U.S. Treasuries, agencies, corporate and municipal bonds, mortgage-backed securities, structured products, and foreign exchange. The core capabilities of our solutions include comprehensive books and records, clearance and settlement, position and margin management, cash management, asset servicing, client statements, tax reporting, and finance and accounting services. In addition, our distributed ledger repo solution (“DLR”) uses blockchain-enabled distributed ledger technology and smart contracts to automate end-to-end repo lifecycle processing. This in turn drives greater liquidity, collateral mobility, and operational efficiency while driving cost savings for our clients. #### Wealth and Investment Management Solutions Our Wealth Management business delivers front-to-back technology solutions, including digital marketing services to enable full-service, regional, and independent broker-dealers and investment advisors to better engage with their customers and help grow their business. Our wealth solutions are designed to help optimize advisor productivity, improve investor outcomes, digitize operations, reduce friction in investing, increase financial literacy, and deliver more personalized advice and insights. We offer an integrated, modern open-architecture wealth management platform through which we provide enhanced data-centric capabilities, integrating the use of AI, to improve the overall client experience across the entire front-, middle- and back-office wealth management lifecycle, including advisor, investor, and operational workflows. This comprehensive wealth management platform streamlines all aspects of the service model, allowing our clients to digitally onboard customers, manage advisor compensation for multiple products and service models, and seamlessly transfer and service accounts. In addition, we provide data-driven, digital solutions to broker-dealers, financial advisors, insurers, and other firms with large, distributed salesforces. Our data aggregation solution helps financial advisors manage and build client relationships by providing customer account data aggregation, performance reporting, household grouping, automated report creation, document storage, and integration with popular financial planning and productivity applications. Our digital marketing and content capabilities leverage analytics and machine-learning to enable financial advisors and wealth management firms to grow their businesses and deepen relationships with their customers. Financial advisors and wealth management firms can tap into our digital tools and library of omni-channel content to personalize touchpoints to engage their customers and prospects across digital channels including websites, social media, email, and mobile. Our Investment Management business services the global investment management industry with a range of buy-side technology solutions. Our asset management solutions are portfolio management, compliance, fee billing and operational support solutions such as order management, data warehousing, reporting, reference data management, and risk management and portfolio accounting for hedge funds, family offices, alternative asset managers, traditional asset managers, and the providers that service this space including prime brokers, fund administrators, and custodians. The client base for these services includes institutional asset managers, public funds, start-ups, or emerging managers through some of the largest global hedge fund complexes and global fund administrators. ### Our Strategy We earn our clients’ confidence every day by delivering real business value through leading technology-driven solutions that help our clients get ahead of today’s challenges and capitalize on future growth opportunities. Our solutions harness people, technology, and insights to help transform our clients’ businesses by enriching customer engagement, navigating risk, optimizing efficiency, and growing revenue. As financial institutions look to transform and mutualize their mission-critical but non-differentiating operational and support functions, we have the proven technology, scale, innovation, experience and, most importantly, the network to achieve this goal and meet their needs. Our strategy addresses critical industry needs by utilizing our leading platform capabilities. Specifically, our growth strategy is focused on three key themes: (i) driving democratization and digitization in governance, (ii) simplifying and innovating trading in capital markets, and (iii) modernizing wealth and investment management. ### Our business model We deliver multi-client technology and business process outsourcing services primarily through common operations platforms. We create layers of value for clients by harnessing network benefits, providing deep data and analytics, and offering a comprehensive suite of digital capabilities all on a single platform that enables deeper integration, streamlined onboarding, and better data access. Our offerings allow our clients to mutualize key functions and thereby reduce their costs. All of this translates into our core value proposition, to be a trusted provider of technology and services across a range of analytical, operational, and reporting functions. ### Strong positions in a large and growing financial services market Our technology and associates power the critical infrastructure and services behind investing, investment governance, and investor communications. We make our clients stronger, and through them, we enable better financial lives for investors around the globe. Our deep industry knowledge enables our clients to successfully solve complex technological and operational challenges, while adapting to the latest technology trends, market structure changes, and regulatory standards. While financial services firms have historically kept much of their technology infrastructure work in-house, there are significant trends working in our favor. Specifically, financial services firms globally are spending more on technology, and the budgets allocated for such technology are consistently growing year-over-year. Moreover, these firms are devoting a growing percentage of this spend to third-party technology, operations, and services. As a trusted outside service provider, we can streamline and better integrate our clients’ infrastructure and business processes. We expect the efficiencies that result from such undertakings by Broadridge will lead to growth in the market for our solutions. ### Three attractive growth themes Our growth themes address mission-critical client needs as described below. Through our integrated solutions and scalable infrastructure, we believe we are best positioned to address them. - *Governance*. We operate an extensive industry network through our governance platform that links broker-dealers, public companies, mutual funds, shareholders, and regulators. Through our platform, we continue to grow our governance solutions by transforming content and delivery and improving e-product capabilities to drive higher investor engagement. As the market evolves toward tokenized and digitally native securities, we are positioning our governance platform to support proxy voting, shareholder communications and issuer services across both traditional and tokenized infrastructures, which we believe creates meaningful growth opportunities. We aim to be an integral partner to broker-dealers, asset managers, and retirement service providers by offering data-driven solutions that help them grow revenue, reduce costs, and maintain compliance. We are also helping to simplify the governance process for public companies, offering an expanding suite of capabilities that allows them to better navigate the complexity of reaching shareholders. We continue to be a leading provider of investor communications and are at the forefront of delivering richer communication experiences. Our commitment to digitization is strong and we will continue to support our clients in their broader transition to a digital environment to improve engagement, efficiency, and compliance. - *Capital Markets.* Global institutions have a strong need to simplify their complex technology environment, and our global, multi-asset-class technology platforms address this need. As a leader in global trade lifecycle management, we are driving next-generation solutions that simplify our clients’ operations, improve performance and resiliency, evolve to global operating models, adapt to new technologies, and enable our clients to better manage their data. We continue to leverage emerging technologies such as blockchain and AI to deliver innovative solutions to our clients. Our blockchain-enabled DLR solution combines distributed ledger technology with existing market settlement infrastructure to provide clients with added flexibility to manage their liquidity needs and execute cross-border intraday repo transactions. Broadridge is also focused on launching new non-repo solutions through our expanded distributed ledger platform (“DLx”). In addition, we are incorporating agentic AI into our fully managed services, where Broadridge runs operations end-to-end, or clients can deploy Broadridge’s agentic platform and technology directly into their own infrastructure. In addition, we have a number of AI-driven solutions such as BondGPT with agentic capabilities and continue to develop new AI applications to create a more efficient trading process for our clients. We also continue to develop component solutions that meet the regulatory, risk, data, and analytics needs of our clients, while also helping to drive more efficient liquidity, price discovery, and improved execution for the firms we serve. We continue building on our global platform capabilities, enabling our clients to simplify and improve their global operations across cash, equity securities, and other asset classes. We are adapting our capabilities for tokenized securities and extended or continuous trading models, to support interoperability between traditional and digital infrastructure and to help clients operate in more real-time, globally connected market environments. - *Wealth and Investment Management.* Wealth and investment management clients, including full-service, regional and independent broker-dealers, investment advisors, insurance companies, and retirement solutions providers are all undergoing unprecedented change. These firms are in need of partners to help them navigate the demographic shift of advisors and investors, create more engaging client experiences, and deliver operational technologies that are essential to their business. These market dynamics are driving the need for more seamlessly integrated technology, as well as data-centric digital wealth and investment management solutions that better service advisors and investors. This can be achieved by simplifying and modernizing their complicated and interwoven legacy systems. To address these demands, we have developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities. Our platform enables firms to improve advisor productivity, provide a more personalized investor experience, and realize operational process efficiencies. We have further bolstered our Wealth offerings in Canada by integrating advanced clearing and settlement, account record-keeping, and tax and regulatory reporting capabilities directly into our platform. Our solutions also reduce complexity and capitalize on emerging technology to simplify operations across the trade lifecycle for hedge fund, private asset, and complex asset managers and their asset servicers. In addition, we have a comprehensive extension of these capabilities to additional asset classes and full integration of tokenized and traditional infrastructure. By integrating digital asset capabilities, we can help wealth firms move faster and unlock new opportunities in crypto, alternatives, and tokenized funds. Across our growth themes, we continue to expand our global footprint, driving international growth through both strategic investments and organic initiatives. These efforts reinforce our commitment to delivering scalable solutions to a growing and diverse global client base. ### On-ramp for next-generation technologies and market structure Across financial services, the pace of change is only accelerating. Our clients understand that next-generation technology is a key driving force for change and efficiency and that there is a need among our client base to leverage this technology to address their critical business challenges. These evolving technologies are reshaping the financial market ecosystem, including the infrastructure, and we are proactively adapting our offerings and investing in capabilities designed to support our clients through these changes. Our clients face obstacles in making the necessary investments and, more importantly, in applying the right talent and intellectual capital, which may be focused on their most differentiating functions. This continues to create a differentiated ability for us to support our clients in the areas where we have scale and domain expertise, which includes areas such as AI, digitization, tokenization, blockchain, digital assets, and other new technologies. We are positioned to serve as a bridge between traditional and digital finance, as our capabilities are designed to support interoperability across both traditional and digital market models. Our longstanding digital communications capabilities, with digitization rates of over 90% for equity proxy communications as of fiscal year 2026, will continue to assist clients in their transition from paper to digital communications. In addition, our proven tokenization capabilities and digital infrastructure have supported the transformation of repo market activity, including approximately $7.5 trillion in monthly tokenized transactions in June 2026. As financial markets evolve to include tokenized and other digital assets, we believe our role as a trusted and transformative partner, together with our deep compliance, governance and operational expertise, positions us to help clients navigate this transition. We are building or further expanding our governance, capital markets and wealth capabilities to on-chain environments, including communications, proxy voting and distribution, regulatory reporting, digital transfer agency, digital asset trading, post trade reporting, wallet solutions, and full integration of our DLx platform. By leveraging our services, firms can benefit from highly skilled, experienced personnel with deep industry expertise, while mutualizing the costs and risks of technology innovation. We approach innovation through three actions: experimenting, partnering, and engaging. In turn, we help our clients stay on the cutting edge and realize the benefits of modernization and the latest technology and operational capabilities at a quicker pace. ### High engagement and client-centric culture Broadridge is client-centric and has created and grown multi-entity infrastructures across a variety of functions with high client satisfaction. We conduct a client satisfaction survey for each of our major business units annually, the results of which are a component of all our associates’ compensation because of the importance of client retention to the achievement of our revenue goals. We have built a talent network of engaged and knowledgeable associates dedicated to serving clients well, which in turn creates a real and sustainable advantage for our business. Supporting excellent client delivery takes engaged associates, and we are passionate about creating an environment in which every associate can thrive and build their knowledge and skills. All of this creates a culture that benefits our associates, our clients, and our stockholders. ### Clients We serve a large and diverse client base including banks, broker-dealers, mutual funds, retirement service providers, corporate issuers, and wealth and asset management firms. Our clients in the financial services industry include retail and institutional brokerage firms, global banks, mutual funds, asset managers, insurance companies, annuity companies, institutional investors, specialty trading firms, clearing firms, third-party administrators, hedge funds, and financial advisors. Our corporate issuer clients are typically publicly held companies. In addition to financial services firms, we service corporate clients in healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries, supporting their essential communications. We embrace the concept of the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value. In fiscal year 2026, we: - managed proxy voting for over 1 billion equity proxy positions; - processed over 8 billion investor and customer communications through print and digital channels; - processed on average over $18 trillion in tokenized and traditional securities trades per day; - provided fixed income trade processing services to 22 of the 26 primary dealers of fixed income securities in the U.S.; and - provided services to the 15 largest U.S. wealth providers. ### Competition We operate in a highly competitive industry. Our Investor Communication Solutions business competes with companies that provide investor communication and corporate governance solutions, as well as our clients’ in-house operations. This includes independent proxy distribution service providers, transfer agents, proxy advisory firms, proxy solicitation firms, firms that process proxy votes, and financial printers. We also face competition from numerous firms in the compiling, printing and electronic distribution of statements, bills and other customer communications. Within our Global Technology and Operations business, our capital markets solutions compete with in-house operations as well as vendors that provide trade processing, back-office record keeping, and sell-side order and execution management systems. Similarly, our wealth management solutions compete with service providers that deliver data, technology solutions, and marketing services to be used by wealth advisors. Finally, our investment management solutions compete with firms that provide portfolio management, compliance, and operational support solutions for asset managers and hedge funds. ### Technology We provide products and platforms to the financial services industry and have several information processing systems that serve as the core foundation of our technology platform. We are committed to maintaining high levels of quality service through our skilled technical employees and the use of our technology within an environment that seeks continual improvement. Our technology strategy is designed to provide high levels of availability, scalability, reliability, and flexibility, leveraging a hybrid model consisting of private and public cloud services as well as traditional data center services. Our technology architecture consists of systems and applications which operate in data centers that employ multiple active power and cooling distribution paths and redundant components. Additionally, these data centers provide infrastructure capacity to permit planned activities without disruption to processing the critical load, and, as a general matter, are designed to sustain at least one worst-case, unplanned failure or event without a significant critical load impact. Our geographically dispersed processing centers also provide disaster recovery and business continuity processing capabilities. Our applications that incorporate cloud technology operate on industry standard enterprise architecture platforms providing significant opportunities for horizontal and vertical scaling. This scalability and redundancy enables us to provide high degrees of system availability for our clients. Our technology connects industry participants across the financial services ecosystem, forming a network that includes capital markets firms, broker-dealers, asset managers, public companies, and investors. The data derived through these connections provides value to participants and is at the heart of our approach – which leverages this data to generate insights that drive innovation, address industry-wide challenges, accelerate product development, and support decision making. We conduct annual reviews with many of our clients of our cybersecurity and data security policies, practices and controls, which, together with our ongoing engagement with regulators across the world, helps us keep pace with cybersecurity and data security standards and support our product development and technology decisions. For more information on our information security program, please refer to “Item 1C. Cybersecurity” of this Annual Report on Form 10-K. We have integrated AI capabilities into several of our solutions and provide our associates with access to internal AI tools aimed at transforming our approach to the product development process and enhancing our overall productivity and efficiency. Our multi-pronged approach to AI looks to launch next-generation capabilities while protecting our clients’ and Broadridge’s data privacy and intellectual property. ### Product Development We manage a diverse portfolio of products and services across our core businesses. Our products and services are designed with resiliency, scalability, and flexibility so that we can fully meet our clients’ critical needs. These products and services are built to meet the many complex requirements of our clients in a highly efficient manner. Our product organization is committed to helping us grow, scale, and innovate. We do so by providing our product managers with the tools, processes, and capabilities to promptly deliver solutions that address key client needs. This empowers product managers with the insights they need to make data-driven decisions and prioritize resources effectively. We further accelerate innovation by entering into strategic relationships with clients and other third parties to accelerate product development or gain access to capabilities complementary to our product development efforts. To cultivate the talent behind these products, we invest heavily in fostering a thriving community of highly skilled product associates. This commitment is reflected in our leadership development programs and ongoing training opportunities. We are also focused on enterprise transformation with a focus on next-generation technologies. Our core strength lies in scalable, reusable platform components that empower developers and accelerate application delivery across the Company. This emphasis on unified product disciplines ensures business units have seamless access to top tier expertise. Furthermore, we leverage AI to unlock new commercial opportunities, enhance our product development approach and drive overall productivity. To fuel this continuous innovation, we employ a robust foundation with workload-centric hosting optimized for security, scalability, and efficiency. This standardized technology stack, powered by industry-leading enterprise tools, is fundamental to our strategy of delivering best-in-class solutions with improved speed. We continually upgrade, enhance, and expand our existing products and services, taking into account input from clients, industry-wide initiatives and regulatory changes affecting our clients. By focusing on these key areas, we aim to meet the evolving needs of our clients through our product and service offerings. ### Intellectual Property We own a portfolio of more than 180 U.S. and non-U.S. patents and patent applications. We also own registered marks for our trade name and own or have applied for trademark registrations for many of our services and products. We regard our products and services as proprietary and utilize internal security practices and confidentiality restrictions in contracts with employees, clients, and others for protection. We believe that we are the owner or in some cases, the licensee, of all intellectual property and other proprietary rights necessary to conduct our business. ### Regulation The securities and financial services industries are subject to extensive regulation in the U.S. and in other jurisdictions. As a matter of public policy, regulatory bodies in the U.S. and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of investors participating in those markets. Due to the nature of our services and the markets we serve, these regulatory bodies impact our businesses in various manners. In the U.S., the securities and financial services industries are subject to regulation under both federal and state laws. At the federal level, the SEC regulates the securities industry, along with the Financial Industry Regulatory Authority, Inc. (“FINRA”), the various stock exchanges, and other SROs. In addition, SEC rules require public companies to reimburse banks and broker-dealers for the expense of distributing certain stockholder communications to beneficial owners of securities held in street name, and those reimbursement rates, as well as fees that can be charged for proxy services are set by the NYSE. The Department of Labor (“DOL”) enforces the Employee Retirement Income Security Act of 1974 (“ERISA”) regulations on plan fiduciaries and organizations that provide services to qualified retirement plans. As a provider of services to financial institutions and issuers of securities, our services, such as our proxy and shareholder report processing and distribution services, are provided in a manner that assist our clients in complying with the laws and regulations to which they are subject. As a result, the services we provide may be required to change as applicable laws and regulations are adopted or revised. We monitor legislative and rulemaking activity by the SEC, FINRA, DOL, and the U.S. Internal Revenue Service (the “IRS”), the stock exchanges and other regulatory bodies that may impact our services. If new laws or regulations are adopted or changes are made to existing laws or regulations that may impact how we provide services or the requirements driving the use of our services, we expect to adapt our business practices and service offerings to continue to assist our clients in fulfilling their obligations under new or modified requirements. Certain aspects of our business are subject to regulatory compliance or oversight. As a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory examination by the Federal Financial Institutions Examination Council (“FFIEC”), an interagency body of the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the National Credit Union Administration, and the Consumer Financial Protection Bureau. Periodic examinations by the FFIEC generally include areas such as internal audit, risk management, business continuity planning, information security, systems development, operational resiliency, and third-party vendor management to identify potential risks related to our services that could adversely affect our banking and financial services clients. In addition, our business process outsourcing, fund processing, registered fund distribution, and transfer agency solutions, as well as the entities providing those services, are subject to regulatory oversight. Our business process outsourcing and mutual fund processing services are performed by a broker-dealer, Broadridge Business Process Outsourcing, LLC (“BBPO”). BBPO is registered with the SEC, is a member of FINRA and is required to participate in the Securities Investor Protection Corporation (“SIPC”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions, process any retail business or carry customer accounts. BBPO is subject to regulations concerning many aspects of its business, including trade practices, capital requirements, record retention, money laundering prevention, the protection of customer funds and customer securities, and the supervision of the conduct of directors, officers, and employees. A failure to comply with any of these laws, rules or regulations could result in censure, fine, the issuance of cease-and-desist orders, or the suspension or revocation of SEC or FINRA authorization granted to allow the operation of its business or disqualification of its directors, officers, or employees. There has been continual regulatory scrutiny of the securities industry, including the outsourcing by firms of their operations or business functions. This oversight could result in the future enactment of more restrictive laws or rules with respect to business process outsourcing. As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount. Matrix Trust Company (“Matrix Trust”) is a Colorado state chartered, non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial, and directed trustee services to institutional customers, and investment management services to its collective investment trust funds (“CITs”). As a result, Matrix Trust is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Insurance and Financial Institutions, as well as the National Securities Clearing Corporation. Specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. In addition, in connection with the offering of CITs, Matrix Trust acts as a discretionary trustee and an ERISA fiduciary. CITs are subject to regulation by the IRS, SEC, federal and state banking regulators, and the DOL, which impose a number of duties on persons who are fiduciaries under ERISA. Matrix Trust is subject to regulation by the Colorado Division of Banking and the Arizona Department of Insurance and Financial Institutions which regulate CITs pursuant to guidance issued by the Office of the Comptroller of the Currency. Matrix Trust maintains an Identity Theft Prevention Program as required by the Red Flags Rule under the Fair Credit Reporting Act. Our transfer agency business, Broadridge Corporate Issuer Solutions, is subject to certain SEC rules and regulations, including regarding annual reporting, examination, internal controls, proper safeguarding of issuer and shareholder funds and securities, maintaining a written Identity Theft Prevention Program, and other obligations relating to its operations. Our transfer agency business is subject to certain NYSE requirements concerning operational standards as a transfer agent or registrar for NYSE-listed companies and is also subject to IRS regulations regarding tax reporting and withholding. In addition, Broadridge Corporate Issuer Solutions complies with all applicable trade control laws and regulations, including country/territory-based sanctions and list-based sanctions maintained by the U.S. and other jurisdictions where we do business. Finally, state laws govern certain services performed by our transfer agency business. In January 2026, we acquired Acolin Group Holdco Limited (“Acolin”), a European provider of cross-border fund distribution and regulatory services and included in the Company’s ICS reportable segment. Certain subsidiaries of Acolin are subject to supervision by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “Bafin”) in Germany, and by the Swiss Financial Market Supervisory Authority (“FINMA”) in Switzerland. Acolin is therefore subject to regulations concerning many aspects of its businesses, including conduct requirements, minimum capital requirements, anti-money laundering prevention, the protection of client assets where applicable, record retention, and the oversight of outsourced functions, as well as the supervision of directors, officers, and employees. Certain of our business units are required to comply with anti-money laundering (“AML”) laws and regulations in the U.S., such as the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (collectively, the “BSA”), the BSA implementing regulations of the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury, the AML laws and regulation in Germany, such as the German Anti-Money Laundering Act, and similar laws and regulations in foreign jurisdictions where we do business. Our U.S. business units are also subject to the relevant aspects of regulations and guidance published by FinCEN (as discussed below), which includes the Know Your Customer (“KYC”) requirements promulgated by FinCEN. ### Privacy and Information Security Regulations The processing and transfer of personal information is required to provide certain of our services. Privacy laws and regulations in the U.S. and foreign countries apply to the access, collection, transfer, use, storage, and destruction of personal information. In the U.S., our financial institution clients are required to comply with privacy regulations imposed under the Gramm-Leach-Bliley Act (“GLBA”), in addition to other regulations. As a processor of personal information in our role as a provider of services to financial institutions, we comply with the Federal Trade Commission (“FTC”) Safeguards Rule implementing certain provisions of GLBA with respect to maintenance of information security safeguards. We perform services for healthcare companies and are, therefore, subject to compliance with laws and regulations regarding healthcare information, including in the U.S., the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). We also perform certain payment card-related services and agree to comply with payment card standards, including the Payment Card Industry Data Security Standard. In addition, federal and state privacy and information security laws, and consumer protection laws, which apply to businesses that collect or process personal information, also apply to our businesses. Privacy laws and regulations may require notification to affected individuals, federal and state regulators, and consumer reporting agencies in the event of a security breach that results in unauthorized access to, or disclosure of, certain personal information. Privacy laws outside the U.S. may require different compliance requirements than U.S. laws and regulations, and may impose additional duties on us in the performance of our services. We are subject to privacy laws and regulations such as the California Privacy Rights Act (“CPRA”), the European Union’s General Data Protection Regulation (“GDPR”) and its UK equivalent, and Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and certain business lines are subject to state-level data brokerage laws. The changing nature of global privacy laws could impact our processing of personal information of our employees and on behalf of our clients. We continually monitor privacy and information security laws and regulations and, while we believe that we are compliant with our regulatory responsibilities, information security threats continue to evolve, resulting in increased risk and exposure. In addition, legislation, regulation, litigation, court rulings, or other events regarding privacy and information security could expose Broadridge to increased costs, liability, and possible damage to our reputation. ### Legal Compliance Regulations issued by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury place prohibitions and restrictions on all U.S. citizens and entities, including us, with respect to transactions by U.S. persons with specified countries and individuals and entities identified on OFAC's sanctions lists and Specially Designated Nationals and Blocked Persons List, which is a published list of individuals and companies owned or controlled by, or acting for or on behalf of, countries subject to certain economic and trade sanctions, as well as terrorists, terrorist organizations and narcotics traffickers identified by OFAC under programs that are not country specific. In Europe and other non-US jurisdictions in which we operate, sanctions laws and regulations impose prohibitions and restrictions with respect to transactions and dealings involving certain countries, territories, individuals, and entities subject to economic and trade sanctions. These regimes generally include asset freezes, prohibitions on the making available of funds or economic resources, and restrictions on specific types of trade, financial services, and other business activities. We have developed procedures and controls that are designed to monitor and address legal and regulatory requirements and developments to protect against having direct business dealings with such restricted and prohibited countries, individuals, or entities. Compliance with global laws and regulations that are applicable to our businesses can be complex and may increase our cost of doing business in international jurisdictions. Our international business could expose us to fines and penalties if we fail to comply with these regulations. These laws and regulations include import and export requirements, trade restrictions and embargoes, data privacy requirements, labor laws, tax laws, anti-competition regulations, U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting bribery and other improper payments or inducements, such as the U.K. Bribery Act. Although we have implemented policies, procedures, and training designed to ensure compliance with applicable laws and regulations, there can be no assurance that our employees, contractors, vendors, and agents will not take actions in violation of our policies or applicable laws and regulations, particularly as we expand our operations, including through acquisitions of businesses that were not previously subject to and may not have familiarity with laws and regulations applicable to us or compliance policies similar to ours. Any violations of sanctions or export control regulations or other laws could subject us to civil or criminal penalties, including the imposition of substantial fines and interest or prohibitions on our ability to offer our products and services to one or more countries, and could also damage our reputation, our international expansion efforts and our business, and negatively impact our operating results. ### Human Capital Management As of June 30, 2026, we had approximately 16,000 full-time associates in 28 countries. None of our U.S. employees are represented by a labor union. In some countries outside the U.S., we have works councils, or we are required by local law to enter into and/or comply with collective bargaining agreements. We believe that our employee relations are good. We are driven by the success of each of our associates, and we recognize that it is because of their hard work, talent, and commitment that we can continue to deliver outstanding results for our clients. That is why we strive to provide a workplace that fosters a collaborative and supportive culture where everyone feels welcomed, accepted, and empowered to be their best. At the center of our associate engagement efforts is the concept of the Service-Profit Chain, where engaged associates deliver world-class service, which creates satisfied clients and, in turn, produces strong, long-term value for stockholders. Our human capital strategies are developed and managed by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and are overseen by the Company’s Board of Directors (the “Board”) and the Compensation Committee of the Board. Our Board believes that human capital management and succession planning are vital to our success. The Board annually reviews the Company’s leadership bench and succession planning. In addition, the Board receives regular updates on talent and other human capital matters. The Compensation Committee’s oversight includes initiatives and programs that concern our culture, talent, recruitment, retention, and associate engagement. ### Associate Engagement We believe there is a direct connection between associate engagement and the satisfaction of our clients and the creation of stockholder value so we regularly conduct surveys to assess associate engagement and determine if and how perspectives have changed over time. Our surveys allow our associates to share their views on our workplace, the importance of various aspects of work life balance, among other topics. The themes and insights from our associate feedback are shared with our executive leadership and have been instrumental in shaping our workplace. In fiscal year 2026, we received an 82% overall favorable rating in the annual Great Place to Work survey. In addition, 85% of our associates stated that Broadridge is a “great place to work,” and we have received certification from Great Place to Work for our outstanding workplace culture in 16 countries: U.S., Canada, India, the United Kingdom, Ireland, Romania, Poland, Singapore, Japan, Germany, Hong Kong, Sweden, Czechia, France, Australia and the Philippines. In addition, we support several Associate Networks, where every associate at Broadridge has the opportunity to find peer support, shape company culture, receive mentorship from senior members, and develop their careers. While our Associate Networks each have a specific focus, membership is open to everyone at Broadridge. ### Talent and Development We believe that our associates are among our most valuable assets and fostering their professional development is a core part of our organizational culture. To support this, we provide our associates with a broad array of learning and development opportunities through Broadridge University, including online courses and both virtual and on-site training programs. Our initiatives include career advancement programs from leading business schools, leadership development and global mentoring opportunities, technical upskilling academies, and a tuition reimbursement plan. We also encourage participation in external learning opportunities and industry events. These resources are designed to provide personalized development guidance and support associates at all levels in expanding their professional networks, gaining valuable skills and knowledge to excel in their current roles, preparing for future opportunities, and enhancing their leadership capabilities. We also empower associates to learn and grow as subject matter experts in areas related to our business, such as financial markets and AI. Our AI Academy is a voluntary program that offers foundational, applied, and advanced learning paths, courses, and workshops for our associates to establish a robust foundation in AI. In fiscal year 2026, approximately 5,000 associates participated in our AI Academy, completing more than 11,000 courses in the aggregate. In turn, this enables our associates to better serve our clients while also adding value to their own career development and skill sets. In addition to career-oriented education, we also require all associates to complete a variety of annual trainings that reinforce our commitment to high ethical standards and a culture of honesty, integrity, and compliance. ### Health, Safety and Wellness We are committed to providing a safe workplace. We continuously strive to meet or exceed all laws, regulations, and accepted practices pertaining to workplace safety. We have developed extensive safety policies, standards, and procedures to which all associates are required to comply. Our policies are based on both U.S. Occupational Safety and Health Administration standards and site-specific guidelines to ensure that associates work in a safe and healthy environment. At our Edgewood, New York facility, we have an on-site Wellness Center staffed with physicians, nurse practitioners and physician assistants who provide medical services at no cost to our associates. In addition, we are committed to providing competitive health and wellness benefits to our associates. We recognize the importance of work-life balance and have designed our workplace to provide associates with flexible on- and off-site work options. Our other health and wellness benefits include subsidized emergency backup care services for our U.S.-based associates, various educational health and wellness programs and webinars, and an employee assistance program, which provides free counseling and other mental health services. ### Associate Compensation and Benefits We have demonstrated a history of investing in our workforce by offering competitive salaries and wages. We offer various types of compensation, which vary by associate role and country/region, and which may include annual bonuses, stock awards, and retirement savings plans. Also, a portion of every associate’s incentive compensation is tied to client satisfaction goals, which reinforces our commitment to the Service-Profit Chain and rewards associates for their contributions to Broadridge’s overall client satisfaction performance. In addition we offer the following benefits, which may vary by country/region: healthcare and insurance benefits, tax efficient or savings programs, such as health and dependent care flexible spending accounts, health savings account, pretax commuter benefits or green transport tax savings programs, paid time off, including volunteer time off, paid parental leave, and sick time off, life and disability insurance, business travel accident insurance, charitable gift matching, and tuition assistance, among others. ### Available Information Our headquarters are located at 5 Dakota Drive, Lake Success, New York 11042, and our telephone number is (516) 472-5400. We maintain an Investor Relations website at www.broadridge-ir.com. We make available free of charge, on or through this website, our annual, quarterly and current reports, and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these reports, just click on the “Financials” link found at the top of our Investor Relations page. You can also access our Investor Relations page at www.broadridge-ir.com. Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report filed with or furnished to the SEC. In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. ## Risk factors As filed, 52,700 characters. You should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K or incorporated by reference herein. Based on the information currently known to us, we believe that the following information identifies the most significant factors affecting our company. However, additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of the following risks and uncertainties develop into actual events, they could have a material adverse effect on our business, financial condition, or results of operations. ***Our clients are subject to complex laws and regulations, and new laws or regulations and/or changes to existing laws or regulations could impact our clients and, in turn, adversely impact our business or may reduce our profitability.*** We provide technology solutions to financial services firms that are generally subject to extensive regulation globally. As a provider of products and services to financial institutions and issuers of securities, our products and services are provided in a manner designed to assist our clients in complying with the laws and regulations to which they are subject. Changes in laws and regulations could require changes in the services we provide, the manner in which we provide our services, and the fees we charge for our services, or they could result in a reduction or elimination of the demand for our services. Such changes in laws or regulations could result in a material negative impact on our business and financial results. Some of our services and related fees, such as our proxy communications, shareholder report and prospectus distribution, and other regulatory or customer communications services, are particularly sensitive to changes in laws and regulations, including those governing the financial services industry and the securities markets such as applicable SEC or stock exchange rules, regulations or interpretations. For example, the SEC’s recently proposed Regulation E-Delivery would permit our clients to change the default delivery method for certain communications required under the federal securities laws from paper to electronic delivery. If the rule is adopted as proposed, the volume of physically delivered communications we process would decrease. While the volume of electronic delivery of communications we process is expected to increase, our recurring revenue growth and distribution revenues will decrease, which could result in a decrease in our earnings and the potential restructuring of our physical distribution operations. The regulatory framework governing tokenized securities and other digital assets continues to evolve in the U.S. and internationally. Currently, there is no uniform approach to the regulatory treatment of these assets, and changes in their classification or regulation, or in broader regulatory positions regarding such assets, could affect the pace of market adoption, alter the obligations of our clients, intermediaries, and service providers, and require us to modify our business model, products, or services in ways that are difficult to predict. This uncertainty could adversely affect our business, results of operations, or financial condition. In addition, new regulations governing our clients could result in significant expenditures that could cause them to reduce their use of our services, seek to renegotiate existing agreements, cease or curtail their operations, or otherwise alter their business relationship with us, all of which could adversely impact our business. Further, an adverse regulatory action that changes a client’s business or adversely affects its financial condition could decrease their ability to purchase, or their demand for our products and services. The loss, or significant reduction, of business from any of our larger clients could have a material adverse effect on our revenues and results of operations. ***Consolidation in the financial services industry could adversely affect our revenues by eliminating some of our existing and potential clients and could make us increasingly dependent on a more limited number of clients.*** There has been and may continue to be consolidation activity in the financial services industry. These mergers or consolidations of financial institutions could reduce the number of our clients and potential clients. For example, in the past few years alone there have been several major consolidations involving our clients. When our clients merge with or are acquired by other firms that are not our clients, or firms that use fewer of our services, they may discontinue or reduce the use of our services. In addition, it is possible that the larger financial institutions resulting from mergers or consolidations could decide to perform in-house some or all of the services that we currently provide or could provide to them. If we are unable to mitigate the impact of a loss or reduction of business resulting from a client consolidation, we could have a material adverse effect on our business and results of operations. ***A large percentage of our revenues are derived from a small number of clients in the financial services industry and the loss of any of such clients, a reduction of their demand for our services, or change in the method of delivery of our services could have a material impact on our financial results.*** In fiscal year 2026, our largest client accounted for approximately 7% of our consolidated revenues. While our clients generally work with multiple business segments, the loss of business from any of our larger clients due to merger or consolidation, financial difficulties or bankruptcy, or the termination or non-renewal of contracts could have a material adverse effect on our revenues and results of operations. Also, a delay in onboarding a client onto our technology would result in a delay in our recognition of revenue from that client. Further, in the event of the loss of a client’s business, a reduction of a client’s demand for our services, or a change in the method of delivery of our services, then in addition to losing the revenue from that client, we could be required to write-off all or a portion of the related client investments or accelerate the amortization of certain costs, including costs incurred to onboard a client or convert a client’s systems to function with our technology. Such costs for all clients represented approximately 9% of our total assets as of June 30, 2026, with one client representing a large portion of this amount. See Note 3, “Revenue Recognition” and Note 12, “Deferred Client Conversion and Start-up Costs” to our consolidated financial statements for more information. ***Security breaches or cybersecurity incidents could adversely affect our financial results and ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation.*** We process and transfer sensitive data, including personal information, valuable intellectual property and other proprietary or confidential data provided to us by our clients, which include financial institutions, public companies, mutual funds, and healthcare companies. We also handle personal information of our employees in connection with their employment. Some of our services are provided through the internet, which increases our exposure to potential cybersecurity incidents. Information security threats continue to evolve, such as the increasing availability and adoption of AI technologies by malicious actors, resulting in increased risk and exposure and increased costs to protect against the threat of information security breaches or to respond to or alleviate problems caused by such breaches. These AI-enabled capabilities have accelerated the sophistication and frequency of cybersecurity threats and may make it more difficult to detect, prevent, and respond to attacks. Due to the nature of our products and services, we are subject to the risk of information security incidents, including those impacting our clients and third-party vendors. Some of our clients and third-party vendors have experienced cybersecurity incidents. Failure by our clients or third-party vendors to notify us in a timely manner of cybersecurity incidents impacting their operations could result in unauthorized access to our systems and data and materially affect our business, operations and financial results. In certain circumstances, our third-party vendors may also have access to sensitive data including personal information. It is also possible that a third-party vendor could intentionally or inadvertently disclose such sensitive data. Further, unauthorized individuals could improperly access our systems or those of our vendors, or improperly obtain or disclose the sensitive data including personal information that we or our vendors process or handle. We face ongoing cybersecurity threats to our information technology infrastructure including data loss, data exfiltration, denial of service, and ransomware, among others. We have experienced non-material cybersecurity incidents, attempts to breach our systems and other similar attacks, including incidents affecting our clients and third-party vendors, which if such attacks or attempts are successful in the future could cause harm to our business and our reputation and challenge our ability to provide reliable services, as well as negatively impact our results of operations and financial condition. Any impact on our results of operations and financial condition may be material depending on the scope of the incident. Examples of previous incidents include, but are not limited to, social engineering, phishing, and denial-of-service attacks. In addition, our insurance coverage may not be adequate to cover all the costs related to cybersecurity incidents or disruptions resulting from such events. If we fail to maintain an adequate information security program or implement sufficient security standards, technology or controls to protect against information security incidents or privacy breaches or fail to identify and adapt to emerging security threats and risks, it could cause us to lose revenues, lose clients and/or damage to our reputation. In addition, any unauthorized access to our information technology systems could result in the use, theft, or disclosure of confidential, sensitive, or personal data, destruction or modification of records, interruptions to our operations and delivery of our services and products, installation of malware, and the potential need to pay ransom. As a result, we may incur significant costs to investigate and remediate such incidents, and to protect against future threats to our information security and information technology systems. In addition, such incidents could give rise to legal actions from our clients and/or their customers and regulatory investigations and/or significant penalties and fines. ***If we are unable to respond to the demands of our existing and new clients, or adapt to technological changes or advances, our business and future growth could be impacted.*** The global financial services industry is characterized by increasingly complex and integrated infrastructures and products, new and changing business models and rapid technological and regulatory changes. Our clients’ needs and demands for our products and services evolve with these changes. Our future success will depend, in part, on our ability to respond to our clients’ demands for new services, capabilities and technologies on a timely and cost-effective basis. We also need to adapt to technological advancements such as AI, machine learning, quantum computing, digital and distributed ledger and cloud computing and keep pace with changing regulatory standards to address our clients’ increasingly sophisticated requirements. Transitioning to these new technologies may require close coordination with our clients, be disruptive to our resources and the services we provide and may increase our reliance on third-party service providers such as our cloud services provider. In addition, we run the risk of disintermediation due to emerging technologies, fintech start-ups and new market entrants. If we fail to adapt or keep pace with new technologies in a timely manner, it could harm our ability to compete, decrease the value of our products and services to our clients, and harm our business and impact our future growth. The emergence of tokenized securities in which ownership of financial instruments is recorded and transferred on distributed ledger or blockchain-based platforms rather than through traditional intermediary infrastructure presents the risk of disintermediation to our clients or certain of our businesses. If tokenized securities achieve broad market adoption, demand for traditional securities processing, investor communications, proxy distribution, and transfer agency services and related technologies of the type we provide could be altered, reduced or eliminated. We may need to make significant investments to adapt our products and services to a tokenized securities environment, and there can be no assurance that we will be able to do so successfully or in a timely manner or on a competitive basis. This could adversely affect our business, results of operations, or financial condition. ***Our business and results of operations may be adversely affected if we do not comply with legal and regulatory requirements that apply to our services or businesses, and new laws or regulations and/or changes to existing laws or regulations to which we are subject may adversely affect our ability to conduct our business or may reduce our profitability.*** The legislative and regulatory environment of the financial services industry is continuously changing. The SEC, FINRA, DOL, various stock exchanges and other U.S. and foreign governmental or regulatory authorities continuously review legislative and regulatory initiatives and may adopt new or revised laws and regulations or provide revised interpretations or they may change their priorities, including those related to enforcement, with respect to existing laws and regulations. These legislative and regulatory initiatives impact the way in which we conduct our business, requiring changes to the way we provide our services or additional investment which may make our business less profitable. Further, as a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory examination by the FFIEC. A sufficiently unfavorable review from the FFIEC could have a material adverse effect on our business. With an increased focus on cybersecurity, operational resiliency, and vendor risk management, the FFIEC and other regulatory agencies provide guidelines for overseeing technology service providers, increasing the contractual requirements with our clients and the cost of providing our services. Our business process outsourcing, fund processing, registered fund distribution, and transfer agency solutions as well as the entities providing those services are subject to regulatory oversight. Our provision of these services must comply with applicable rules and regulations of the SEC, FINRA, DOL, various stock exchanges and other regulatory bodies charged with safeguarding the integrity of the securities markets and other financial markets and protecting the interests of investors participating in these markets. If we fail to comply with any applicable regulations in performing these services, our license to perform such services could be revoked, or we could be subject to suits for breach of contract or to governmental proceedings, censures and fines. In addition, we could lose clients and our reputation could be harmed, negatively impacting our ability to attract new clients. As a provider of data and business processing solutions, our systems contain a significant amount of sensitive data, including personal information, related to our clients, customers of our clients, our employees, among others. We are, therefore, subject to compliance obligations under federal, state and foreign privacy and information security laws, including in the U.S., the GLBA, HIPAA, CPRA, the PIPEDA in Canada, the GDPR in the European Union and its UK equivalent, and we are subject to compliance with various client industry standards such as PCI DSS as well as Medicare and Medicaid programs related to our clients. We are subject to penalties for failure to comply with such regulations and requirements, and such penalties could have a material adverse effect on our financial condition, results of operations, or cash flows. There has been increased public attention regarding the use of personal information, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop, the number of jurisdictions adopting such laws continues to increase and these laws may be inconsistent from jurisdiction to jurisdiction. Furthermore, the changing nature of global privacy laws could impact our processing of personal information. Further, there is increased focus, including by governments, regulators, our investors, employees, clients and other stakeholders, on sustainability matters, which has resulted in new or additional legal and regulatory requirements and may require increased compliance and operational costs. These stakeholders may have differing expectations or requirements regarding sustainability, and applicable regulations in various jurisdictions may be inconsistent or conflict with one another, presenting additional challenges to compliance. If we fail to comply with applicable regulations and maintain practices that meet our stakeholders’ evolving, and potentially divergent, expectations, it could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities. Our ability to comply with applicable laws and regulations depends largely upon the maintenance of an effective compliance system which can be time consuming and costly, as well as our ability to attract and retain qualified compliance personnel. Any failure by our employees to comply with our policies and any laws and regulations applicable to our business, even if inadvertent, could have a negative impact on our business. ***Our revenues may decrease due to declines in the levels of participation and activity in the securities markets.*** We generate significant revenues from the transaction processing fees we earn from our services. These revenue sources are substantially dependent on the levels of participation and activity in the securities markets. The number of unique securities positions held by investors through our clients and our clients’ customer trading volumes reflect the levels of participation and activity in the markets, which are impacted by market prices, and the liquidity of the securities markets, among other factors. Volatility in the securities markets and sudden sharp or gradual but sustained declines in market participation and activity can result in reduced investor communications activity, including reduced proxy and event-driven communications processing such as mutual fund proxy, mergers and acquisitions and other special corporate event communications processing, and reduced trading volumes. In addition, our event-driven fee revenues are based on the number of special corporate events and transactions we process. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenues. As such, the timing and level of event-driven activity and its potential impact on our revenues and earnings are difficult to forecast. The occurrence of any of these events would likely result in reduced revenues and decreased profitability from our business operations. ***We may be adversely impacted by a failure of third-party service providers to perform their functions.*** We rely on relationships with third parties, including our service providers and other vendors for certain functions. If we are unable to effectively manage our third-party relationships and the agreements under which our third-party vendors operate, our financial results or reputation could suffer. We rely on these third parties, including for the provision of certain data center and cloud services, to provide services in a timely and accurate manner and to adequately address risks, including those related to cybersecurity and physical security. Failure by these third parties to adequately perform their services as expected could result in material interruptions in our operations and negatively impact our services resulting in a material adverse effect on our business and financial results. Certain of our businesses rely on a single or a limited number of service providers or vendors. Changes in the business condition (financial or otherwise) of these service providers or vendors could impact their provision of services to us or cause them to be unable to provide services to us at all, which could have a material adverse effect on our business and financial results. In such circumstances, we cannot be certain that we will be able to replace our key third-party vendors in a timely manner or on terms commercially reasonable to us given, among other reasons, the scope of responsibilities undertaken by some of our service providers, the depth of their experience and their familiarity with our operations generally. If we change a significant vendor, an existing service provider makes significant changes to the way it conducts its operations, or is acquired, or we seek to bring in-house certain services performed today by third parties, we may experience unexpected disruptions in the provision of our solutions and increased expenses, which could have a material adverse effect on our business, profitability, and financial results. Furthermore, certain third-party service providers or vendors may have access to or process sensitive data such as personal information, valuable intellectual property and other proprietary or confidential data, which may include data provided to us by our clients. It is possible that a third-party vendor could intentionally or inadvertently disclose sensitive data including personal information, which could have a material adverse effect on our business and financial results and damage our reputation. ***We rely on government-sponsored postal services and third-party carriers to deliver communications and changes in our relationships with these carriers or an increase in postal rates or shipping costs may adversely impact demand for our products and services and could have an adverse impact on our business and results of operations.*** We rely upon the United States Postal Service (“USPS”), Canada Post, other government-sponsored postal services globally, and third-party carriers, such as the United Parcel Service, for timely delivery of communications on behalf of our clients. As a result, we are subject to carrier disruptions due to factors that are beyond our control, including employee strikes, inclement weather, and increased fuel costs. Any failure to deliver communications to or on behalf of our clients in a timely and accurate manner may damage our reputation and brand and could cause us to lose clients. In addition, certain government-sponsored postal services, including the USPS and Canada Post, have experienced financial challenges, labor disputes, and operational constraints in recent years and may, as a result, implement significant changes to the breadth or frequency of its mail delivery or other aspects of service, which could disrupt the distribution of communications. If our relationship with any of these third-party carriers is terminated or impaired, or if any of these third parties are unable to distribute communications, we would be required to use alternative, and possibly more expensive, carriers to complete our distributions on behalf of our clients. We may be unable to engage alternative carriers on a timely basis or on acceptable terms, if at all, which could have an adverse effect on our business. In addition, future increases in postal rates or shipping costs, as well as changes in customer preferences, may result in decreased demand for our traditional printed and mailed communications resulting in an adverse effect on our business, financial condition and results of operations. ***In the event of a disaster, our disaster recovery and business continuity plans may fail, which could result in the loss of client data and adversely interrupt operations.*** Our operations are dependent on our ability to protect our infrastructure against damage from catastrophe, natural disaster, or severe weather, as well as events resulting from unauthorized security breach, power loss, telecommunications failure, terrorist attack, pandemic, or other events that could have a significant disruptive effect on our operations. We have disaster recovery and business continuity plans in place in the event of system failure due to any of these events and we test our plans regularly. In addition, our data center services provider also has disaster recovery plans and procedures in place. However, we cannot be certain that our plans, or those of our data center services provider, will be successful in the event of a disaster. If our disaster recovery or business continuity plans are unsuccessful in a disaster recovery scenario, we could potentially lose client data or experience material adverse interruptions to our operations or delivery of services to our clients, and we could be liable to parties who are financially harmed by those failures. In addition, such failures could cause us to lose revenues, lose clients or damage our reputation. ***Any slowdown or failure of our computer or communications systems could impact our ability to provide services to our clients and support our internal operations and could subject us to liability for losses suffered by our clients or their customers.*** Our services depend on our ability to store, retrieve, process, and manage significant databases, and to receive and process transactions and investor communications through a variety of electronic systems. Our systems, those of our data center and cloud services providers, or any other systems with which our systems interact could slow down significantly or fail for a variety of reasons, including: - malware or undetected errors in internal software programs or computer systems; - direct or indirect hacking or denial of service cybersecurity attacks; - inability to rapidly monitor all system activity; - inability to effectively resolve any errors in internal software programs or computer systems once they are detected; - failure to maintain adequate operational systems and infrastructure or comply with internal policies and procedures; - heavy stress placed on systems during peak times or due to high volumes or volatility; or - power or telecommunications failure, fire, flood, pandemic or any other natural disaster or catastrophe. While we monitor system loads and performance and implement system upgrades to handle predicted increases in trading volume and volatility, we may not be able to predict future volume increases or volatility accurately or that our systems and those of our data center services and cloud services providers will be able to accommodate these volume increases or volatility without failure or degradation. In addition, we may not be able to prevent cybersecurity attacks on our systems. Moreover, because we have outsourced our data center operations and use third-party cloud services providers for storage of certain data, the operation, performance and security functions of the data center and the cloud system involve factors beyond our control, and we cannot guarantee that our third-party providers will be able to provide their services at a satisfactory level. Any significant degradation or failure of our or our third-party providers’ computer systems, communications systems or any other systems in the performance of our services could cause our clients or their customers to suffer delays in their receipt of our services. These delays could cause substantial losses for our clients or their customers, and we could be liable to parties who are financially harmed by those failures. In addition, such failures could cause us to lose revenues, lose clients or damage our reputation. ***The inability to properly perform our services or operational errors in the performance of our services could lead to liability for claims, client loss and result in reputational damage.*** Our clients operate in highly regulated industries and rely on our services to meet some of their regulatory requirements and the demands of their customers. The inability or failure to properly perform our services could result in our clients and/or certain of our subsidiaries that operate regulated businesses being subjected to losses including censures, fines, or other sanctions by applicable regulatory authorities, and we could be liable to parties who are financially harmed by those errors. In addition, the inability to properly perform our services or errors in the performance of our services could result in a decline in confidence in our products and services, legal action, and cause us to incur expenses including service penalties, lose revenues, lose clients or damage our reputation. ***Our use and incorporation of a broad range of artificial intelligence technologies in our products, services, and operations present risks, uncertainties, and challenges that could adversely affect our business, financial condition, and results of operations.*** Our ability to attract and retain clients depends on our capacity to develop and support innovative products and services, including through developing or deploying emerging technologies such as artificial intelligence. Some of our products, services and processes leverage AI, including both machine learning and Generative and Agentic AI, and we continue to make investments in initiatives focused on the further development and deployment of these technologies. However, there is no assurance that our use or development of AI will enhance our products or services or their marketability, improve operating results, or deliver anticipated benefits, and our product development initiatives involving AI may be unsuccessful. While implementation of these technologies offers the potential for innovation and competitive differentiation, it also poses significant risks and uncertainties, especially given its early stage of commercial adoption. The use of AI in our product initiatives and offerings or services, or in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage of proprietary, confidential and personal information, defamation, data privacy, and cybersecurity. Any error, defect, or vulnerability in our AI-powered products or business processes could undermine the quality of our products and services, adversely impact our clients’ businesses, subject us or our clients to regulatory scrutiny, fines or litigation and cause reputational harm. We are exposed to similar risks in connection with the use of AI technology by our third-party vendors and clients. These technologies are subject to an evolving and fragmented legal and regulatory landscape. The absence of a unified regulatory framework, and the risk of divergent or conflicting regulations across jurisdictions applicable to our business, could increase the complexity and costs of compliance for us and our clients. New or changing legal requirements may limit or restrict our use of AI, impose burdensome obligations, or require us to modify or discontinue certain offerings. Any of these factors, alone or in combination, could adversely affect our business, reputation, or results of operations. ***Global economic and political conditions, including global health crises and geopolitical instability, broad trends in business and finance that are beyond our control have had and may have a material impact on our business operations and those of our clients and contribute to reduced levels of activity in the securities markets, which could adversely impact our business and results of operations.*** As a multinational company, our operations and our ability to deliver our services to our clients could be adversely impacted by general global economic and political conditions. Our business is highly dependent on the global financial services industry and exchanges and market centers around the world. Also, in recent years, we have expanded our operations, entered strategic alliances, and acquired businesses outside the U.S. Compliance with foreign and U.S. laws and regulations that are applicable to our international operations could cause us to incur higher than anticipated costs, and inadequate enforcement of laws or policies such as those protecting intellectual property, could affect our business and the Company’s overall results of operations. These factors may include: - economic, political and market conditions; - legislative and regulatory changes; including executive orders and similar directives - social and health conditions, including widespread outbreak of an illness or pandemic such as the Covid-19 pandemic; - acts of war or terrorism and international conflict, such as the ongoing conflicts in the Middle East, Russia and Ukraine; - natural or man-made disasters or other catastrophes; - extreme or unusual weather patterns caused by climate change; - the availability of short-term and long-term funding and capital; - the level and volatility of interest rates; - currency values and inflation; - trade policies, disputes, barriers and other restrictions - financial well-being of our clients; and - taxation levels affecting securities transactions. These factors are beyond our control and may negatively impact our ability to perform our services or the demand for our services or may increase our costs resulting in an adverse impact on our business and results of operations. For example, our services are impacted by the number of unique securities positions held by investors through our clients, the level of investor communications activity we process on behalf of our clients, trading volumes, market prices, and liquidity of the securities markets, which are in turn affected by general national and international economic and political conditions, and broad trends in business and finance that could result in changes in participation and activity in the securities markets. Accordingly, any significant reduction in participation and activity in the securities markets would likely adversely impact our business and results of operations. ***If the operational systems and infrastructure that we depend on fail to keep pace with our growth, we may experience operating inefficiencies, client dissatisfaction and lost revenue opportunities.*** The growth of our business and expansion of our client base may place a strain on our management and operations. We believe that our current and anticipated future growth will require the implementation of new and enhanced communications and information systems, the training of personnel to operate these systems, and the expansion and upgrade of core technologies. While many of our systems are designed to accommodate additional growth without redesign or replacement, we may nevertheless need to make significant investments in additional hardware and software to accommodate growth, which may impact our profitability and business operations. In addition, we may not be able to predict the timing or rate of this growth accurately or expand and upgrade our systems and infrastructure on a timely basis. Our growth has required and will continue to require increased investments in management personnel and systems, financial systems and controls, and office facilities. We cannot assure you that we will be able to manage or continue to manage our future growth successfully. If we fail to manage our growth, we may experience operating inefficiencies, dissatisfaction among our client base, and lost revenue opportunities. ***Intense competition could negatively affect our ability to maintain or increase our business, financial condition, and results of operations.*** The markets for our products and services continue to evolve and are highly competitive. We compete with a number of firms that provide similar products and services. In addition, our securities processing solutions compete with our clients’ in-house capabilities to perform comparable functions. Our competitors may be able to respond more quickly to new or changing opportunities, technologies, and client requirements and may be able to undertake more extensive promotional activities, offer more attractive terms to clients and adopt more aggressive pricing policies than we will be able to offer or adopt. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. There can be no assurances that we will be able to compete effectively with current or future competitors. If we fail to compete effectively, our business, financial condition, and results of operations could be materially harmed. ### We may be unable to attract and retain key personnel. Our continued success depends on our ability to attract and retain key personnel such as our senior management and other qualified personnel including highly skilled technical employees to conduct our business. Skilled and experienced personnel in the areas where we compete are in high demand, and competition for their talents is intense. There can be no assurance that we will be successful in our efforts to recruit and retain the required key personnel. If we are unable to attract and retain qualified individuals or our recruiting and retention costs increase significantly, our operations and financial results could be materially adversely affected. ***The inability to identify, obtain, retain, enforce and protect important intellectual property rights could harm our business.*** Third parties may infringe or misappropriate our intellectual property, which includes a combination of patents, trademarks, service marks, copyrights, domain names and trade secrets. Our inability to protect our intellectual property and marks could adversely affect our business. In an effort to protect our intellectual property, we enter into confidentiality and invention assignment agreements with our employees, consultants and other third parties, and control access to our services, software and proprietary information. Moreover, we license or acquire technology that we incorporate into our services and products. Additional actions may be required to protect our intellectual property, including legal action, which could be time consuming and expensive and may negatively impact our business, financial condition, and results of operations. Despite our efforts to identify, obtain, retain, enforce and protect our intellectual property rights and proprietary information, we cannot be certain that they will be effective or sufficient to prevent the unauthorized access, use, copying, theft or the reverse engineering of our intellectual property and proprietary information for a variety of reasons, including: (a) our inability to detect misappropriation by third parties of our intellectual property; (b) disparate legal protections for intellectual property across different countries; (c) constantly evolving intellectual property legal standards as to the scope of protection, validity, non-infringement, enforceability and infringement defenses; (d) failure to maintain appropriate contractual restrictions and other measures to protect our know-how and trade secrets, or contract breaches by others; (e) failure to identify and obtain patents on patentable innovations; (f) potential invalidation, unenforceability, scope narrowing, dilution and opposition, through litigation and administrative processes both in the U.S. and abroad, of our intellectual property rights; and (g) other business or resource limitations on intellectual property enforcement against third parties. ***Our products and services, and the products and services provided to us by third parties, may infringe upon intellectual property rights of third parties, and any infringement claims, whether initiated by or against us, could require us to incur substantial costs, distract our management, or prevent us from conducting our business.*** Costly, complex, time-consuming and unpredictable litigation may be necessary to enforce our intellectual property rights, or challenge the purported validity or scope of third-party intellectual property. Further, although we attempt to avoid infringing upon known proprietary rights of third parties, we are subject to the risk of claims alleging infringement of third-party proprietary rights. All intellectual property litigations, even baseless claims, result in significant expense and diversion of resources, our management and time. Any adverse outcome in an intellectual property litigation could prevent us from selling our products or services or require us to license the technology of others on unfavorable terms, which may materially and adversely affect our brand, business, operations and financial condition. Additionally, third parties that provide us with products or services that are integral to the conduct of our business may also be subject to similar infringement allegations from others, which could prevent such third parties from continuing to provide these products or services to us. As a result, we may need to undertake work-arounds or substantial reengineering of our products or services in order to continue offering them, and we may not succeed in doing so. Furthermore, a party asserting such an infringement claim could secure a judgment against us that requires us to pay substantial damages, grant such party injunctive relief, or grant other court ordered remedies that could prevent us from conducting our business. We use third-party open source software in our products and services. There is a risk that we incorporate into our products and services open source software with onerous licensing terms that purportedly require us to make the source code of our proprietary code, combined with such open source software, available under such license. Furthermore, U.S. courts have not interpreted the terms of various open source licenses, but could interpret them in a manner that imposes unanticipated conditions or restrictions on our products and services. Usage of open source software can lead to greater risks than use of third-party commercial software, given that licensors generally disclaim all warranties on their open source software, and hackers frequently exploit vulnerabilities in open source software. Any use of open source software inconsistent with its license or our policy could harm our business, operations and financial position. ***Acquisitions and integrating such acquisitions create certain risks and may affect operating results.*** As part of our overall business strategy, we may make acquisitions and strategic investments in companies, technologies or products, or enter joint ventures. In fact, over the last three fiscal years we have completed seven acquisitions. These transactions and the integration of acquisitions involve a number of risks. The core risks are in the areas of: - *valuation*: finding suitable businesses to acquire at affordable valuations; competition for acquisitions from other potential acquirors, negotiating a fair price for the business based on inherently limited due diligence reviews; and structuring transactions on acceptable terms; - *integration*: managing the complex process of integrating the acquired company’s people, products, technology, and other assets, and converting their financial, information security, privacy and other systems and controls to meet our standards, so as to achieve intended strategic objectives and realize the projected value, synergies and other benefits in connection with the acquisition; The process of integrating these businesses may be difficult and expensive, disrupt our business and divert our resources. These risks may arise for a number of reasons including, for example: - incurring unforeseen obligations or liabilities in connection with such acquisitions; - devoting unanticipated financial and management resources to an acquired business; - borrowing money from lenders or selling equity or debt securities to the public to finance future acquisitions on terms that may be adverse to us; - additional debt incurred to finance an acquisition could impact our liquidity and may cause a credit downgrade; - loss of clients of the acquired business; - entering markets where we have minimal prior experience; - experiencing decreases in earnings as a result of non-cash impairment charges; - geographically separated organizations, systems, and facilities; - integrating personnel with diverse business backgrounds and organizational cultures; - complying with regulatory requirements; - enforcing intellectual property rights; and - general economic and political conditions. - *legacy issues*: protecting against actions, claims, regulatory investigations, losses, and other liabilities related to the predecessor business. Any of these factors, alone or in combination, may result in unanticipated obligations, disputes, exposure to litigation and regulatory action and adversely affect our business, reputation, or results of operations. ***Our existing and future debt levels, and compliance with our debt service obligations, could have a negative impact on our financing options and liquidity position, which could adversely affect our business.*** As of June 30, 2026, we had $3,254.6 million in aggregate carrying amount of total debt. Additionally, our revolving credit facility has a remaining borrowing capacity of $1,225.3 million as of June 30, 2026. Our overall leverage and the terms of our financing arrangements could: - limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity; - make it more difficult for us to satisfy the terms of our debt obligations; - limit our ability to refinance our indebtedness on terms acceptable to us, or at all; - limit our flexibility to plan for and to adjust to changing business and market conditions and implement business strategies; - require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; and - increase our vulnerability to adverse economic or industry conditions. Our liquidity position may be negatively affected by changes in general economic conditions, regulatory requirements and access to the capital markets, which may be limited if we were to fail to renew any of the credit facilities on their renewal dates or if we were to fail to meet certain ratios. Our ability to meet expenses and debt service obligations will depend on our future performance, which could be affected by financial, business, economic and other factors. If we are not able to pay our debt service obligations or comply with the financial or other restrictive covenants contained in the indenture governing our senior notes, or our credit facility, we may be required to immediately repay or refinance all or part of our debt, sell assets, borrow additional funds or raise additional equity capital, which could also result in a credit rating downgrade. In addition, if the credit ratings of our outstanding indebtedness are downgraded, or if rating agencies indicate that a downgrade may occur, our business, financial position, and results of operations could be adversely affected, and perceptions of our financial strength could be damaged. A downgrade would also have the effect of increasing our borrowing costs and could decrease the availability of funds we are able to borrow, adversely affecting our business, financial position, and results of operations. Further, a downgrade could adversely affect our relationships with our clients. ***We may incur significant charges or losses in the future associated with our portfolio of intangible assets, including goodwill and digital assets.*** As a result of past acquisitions, we carry a significant amount of goodwill and other acquired intangible assets on our balance sheet. In addition, we also defer certain costs to onboard a client or convert a client’s systems to function with our technology. Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately 65% of the total assets on our balance sheet as of June 30, 2026. We test goodwill for impairment annually as of March 31st and we test goodwill, intangible assets, net, and deferred client conversion and start-up costs for impairment at other times if events have occurred or circumstances exist that indicate the carrying value of such assets may no longer be recoverable. It is possible we may incur impairment charges in the future, particularly in the event of a prolonged economic recession or loss of a key client or clients. A significant non-cash impairment could have a material adverse effect on our results of operations. Additionally, we hold digital assets, a relatively new and evolving asset class and technological innovation. For example, we receive and hold digital assets in the form of Canton Coins in connection with our role as a Validator and Super Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure. As a holder of digital assets and through our activities as a Validator and Super Validator, we are subject to a high degree of uncertainty and risk. These risks include, but are not limited to, market volatility, potential for fraud or theft, cyberattacks, mismanagement or loss of electronic wallet keys, and rapidly changing or unsettled legal, regulatory, and market standards. The value of digital assets is highly speculative and can fluctuate dramatically, and determining their fair value can be particularly challenging. Events such as diminished adoption, negative regulatory developments, or technological changes may result in significant reductions to the value of digital assets we hold or even the total loss of such assets. In addition, our ability to convert digital assets to fiat currency may be limited or nonexistent as a result of general market conditions or contractual commitments. Furthermore, as legal and regulatory requirements for digital assets continue to evolve, we could face additional compliance costs, restrictions, or liabilities, and any significant loss in value or adverse developments relating to digital assets could impact our financial condition and results of operations. ***Certain of our services may be exposed to risk from our counterparties and third parties.*** Our mutual fund and exchange-traded fund processing services and our transfer agency services involve the settlement of transactions on behalf of our clients and third parties. With these activities, we may be exposed to risk in the event our clients, or broker-dealers, banks, clearing organizations, or depositories are unable to fulfill contractual obligations. Failure to settle a transaction may affect our ability to conduct these services or may reduce their profitability as a result of the reputational risk associated with failure to settle. ## Cybersecurity As filed, 7,418 characters. Our information security program is designed to meet the needs of our clients who entrust us with their sensitive information. We maintain International Organization for Standardization (“ISO”) 27001 certification for our enterprise-wide information security management system and program. Where applicable, we align to, and our program is assessed to meet, other industry standards or frameworks, including the Cloud Security Alliance’s Cloud Controls Matrix (“CSA”), the Payment Card Industry Data Security Standard (“PCI”), HIPAA, and the CSF HiTRUST Common Security Framework. #### Cybersecurity Risk Management and Strategy We recognize the importance of identifying, assessing, and managing material risks associated with cybersecurity threats. Our cybersecurity risk management program is integrated into our overall enterprise risk management (“ERM”) process which provides an ongoing procedure, effected at all levels of the Company and across business units and corporate functions, to identify and assess risk, monitor risk, and take appropriate mitigating action. Central to our risk management process is the Risk Committee, a management committee that oversees the identification and assessment of the key risks affecting our operations and reviews the controls established with respect to these risks. The Risk Committee is comprised of key members of management, including the President, Chief Financial Officer, Chief Legal Officer, Chief Information Security Officer, Chief Technology Officer, Chief Compliance Officer, and other senior executives of the Company. Our Risk Committee collaborates with subject matter experts, as needed, to gather insights for identifying and assessing material cybersecurity risks, their severity, and potential mitigations. We take the following actions, among others, to demonstrate our commitment to maintaining the highest levels of information security, provide for the availability of critical data and systems, maintain regulatory compliance, manage our material risks from cybersecurity threats, and to identify, protect against, detect, respond to, and recover from cybersecurity incidents: - leverage encryption, data masking technology, data loss prevention technology, authentication technology, entitlement management, access control, network and application segmentation, anti-malware software, and transmission of data over private networks, among other systems and procedures, designed to protect against unauthorized access to information; - conduct annual reviews with many of our clients on our cybersecurity and data security policies, practices and controls, and engage with regulators across the world, to remain apprised of cybersecurity and data security standards and best practices; - utilize the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (the “NIST Framework”) issued by the U.S. government as a guideline to manage our cybersecurity-related risk. The NIST Framework outlines security controls and outcomes over five functions: identify, protect, detect, respond, and recover. In 2026, we engaged an independent third-party to assess our program against the new NIST 2.0 Cybersecurity Framework; - undergo periodic third-party assessments of our program, policies or applications, including annual reviews in connection with System and Organization Controls (“SOC”) 1 and 2 examinations, as well as annual independent assessments relating to HIPAA, CSA, ISO 27001 and PCI standards; - participate in industry-led cybersecurity initiatives designed to strengthen cyber defense and help secure critical software and infrastructure. In 2026, we joined Anthropic’s Project Glasswing, an industry initiative focused on using frontier AI models to enhance cybersecurity capabilities, improving our ability to identify and remediate security vulnerabilities; - conduct network and endpoint monitoring, vulnerability assessments, and network penetration testing; - conduct quarterly information security management and incident training, and regular phishing email simulations for all associates to enhance awareness and responsiveness to possible threats; - run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our policies and procedures; - conduct information security reviews and due diligence on key service providers to identify, assess, mitigate, and monitor risks associated with our use of third-party software and services; and - maintain global information security policies and procedures, including an incident response and crisis management plan that include processes to triage, assess, investigate, escalate, contain, and remediate cybersecurity incidents. We further describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Security breaches or cybersecurity incidents could adversely affect our financial results and our ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation,” included as part of our risk factor disclosures at Item 1A. of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein. #### Cybersecurity Governance Our information security program and team are currently managed by our Chief Information Security Officer (“CISO”) who reports to our Chief Technology Officer. Our CISO has more than 25 years of experience in managing and leading cybersecurity functions including cybersecurity operations, strategy and governance, and information technology and security risk, compliance, and audit responsibilities across the U.S., Latin America, United Kingdom, Eastern Europe, Singapore, and China. Our CISO is responsible for developing, implementing, and overseeing our overall information security program, including cybersecurity risk management, governance and compliance, security policies and training, and the overall protection and defense of our networks, systems, and confidential data. With respect to risk management, our CISO works closely with our Managing Director, Risk Management, and other members of our Risk Committee, who are responsible for reviewing and challenging, as necessary, the activities of our information security team. The responsibilities of the Company’s Board include oversight of our risk management processes. The Board has two primary methods of oversight. The first method is the ERM process through which the Board receives regular reports from management regarding the most significant risks facing the Company. The second is through the functioning of the Board’s committees. The Audit Committee assists the Board in its oversight of the Company’s information security program, including cybersecurity and data privacy risks and controls. Our CISO provides reports on the Company’s cybersecurity program to the Audit Committee, which includes all members of the Board, on a quarterly basis. In addition, our Internal Audit function regularly audits our technology and cybersecurity programs and reports to the Audit Committee on its findings. ## Properties As filed, 731 characters. We operate our business primarily from 50 facilities. We lease 10 production-related facilities in Edgewood, New York; El Dorado Hills, California; South Windsor, Connecticut; Urbandale, Iowa; Dallas, Texas; Coppell, Texas; and Markham, Canada, with a combined space of 2.2 million square feet which are used in connection with our Investor Communication Solutions business. We also lease one facility in Newark, New Jersey, which houses our principal Global Technology and Operations business operations. We lease space at 39 additional locations, subject to customary lease arrangements which expire on a staggered basis. We believe our facilities are currently adequate for their intended purposes and are adequately maintained. ## Legal proceedings As filed, 846 characters. Currently, there are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company is a party or of which any of the Company’s property is the subject. In the normal course of business, the Company is subject to claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations, or cash flows. For information concerning the Company’s legal proceedings, reference is made to Note 20, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K. ## Management's discussion and analysis As filed, 61,018 characters. *This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, 2026 and 2025, and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein. Certain information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Our actual results, performance or achievements may differ materially from the results discussed in this Item 7. because of various factors, including those set forth elsewhere herein. See “Forward-Looking Statements” and “Risk Factors” included in Part 1 of this Annual Report on Form 10-K.* *The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, 2025 can be found in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year 2025 (the “2025 Annual Report”), which was filed with the Securities and Exchange Commission on August 5, 2025.* ### DESCRIPTION OF THE COMPANY AND BUSINESS SEGMENTS Broadridge, a Delaware corporation, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds. Our services include investor communications, securities processing, data and analytics, and customer communications solutions. With over 60 years of experience, including over 15 years as an independent public company, we provide integrated solutions and an important infrastructure that powers the financial services industry. Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. Our businesses operate in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”). ### ACQUISITIONS We frequently review our businesses to ensure we have the necessary assets to execute our strategy. We expect to acquire businesses when we identify a compelling strategic need, such as a product, service or technology that helps meet client demand, a way to achieve business scale that enables competition and operational efficiency, or similar considerations. The results of operations for acquired businesses are included in our consolidated results from the respective dates of acquisition. #### Acquisitions of Businesses We acquired four businesses in fiscal year 2026, including CQG, Acolin, iJoin, and Signal, for an aggregate purchase price of $300.2 million in cash ($282.8 million net of cash acquired). Refer to Note 6, “Acquisitions” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion. ### BASIS OF PRESENTATION The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the SEC requirements for Annual Reports on Form 10-K. In management’s opinion, the Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods. Refer to Note 1, “Basis of Presentation” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for a more detailed discussion. ### Seasonality Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business. We process and distribute the greatest number of proxy materials and annual reports during our third and fourth fiscal quarters. The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies. This has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters. The seasonality of our revenues makes it difficult to estimate future operating results based on the results of any specific fiscal quarter and could affect an investor’s ability to compare our financial condition, results of operations, and cash flows on a fiscal quarter-by-quarter basis. ### CRITICAL ACCOUNTING ESTIMATES We continually evaluate the accounting policies and estimates used to prepare the Consolidated Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. See Note 2, “Summary of Significant Accounting Policies” included within this Annual Report on Form 10-K for discussion of the use of estimates in preparing the Consolidated Financial Statements. ***Goodwill.*** We review the carrying value of all our Goodwill by comparing the carrying value of our reporting units to their fair values. We are required to perform this comparison at least annually or more frequently if circumstances indicate a possible impairment. When determining fair value of a reporting unit, we utilize the income approach which considers a discounted future cash flow analysis using various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows based on forecasted earnings before interest and taxes, and the selection of the terminal value growth rate and discount rate assumptions. The weighted-average cost of capital takes into account the relative weight of each component of our consolidated capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-range planning process. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, not to exceed the total amount of Goodwill allocated to that reporting unit. We had $3,787.8 million of Goodwill as of June 30, 2026. Given the significance of our Goodwill, an adverse change to the fair value of one of our reporting units could result in an impairment charge, which could be material to our earnings. The Company performs a sensitivity analysis under the goodwill impairment test assuming hypothetical reductions in the fair values of our reporting units. A 10% change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in our calculations of the fair values of the reporting units would not result in an impairment of our Goodwill. ***Income Taxes.*** The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). The Company is subject to regular examination of its income tax returns by the U.S. federal, state and foreign tax authorities. A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements. The Company has estimated foreign net operating loss carryforwards of approximately $41.6 million as of June 30, 2026 of which $7.2 million are subject to expiration in the June 30, 2028 through June 30, 2043 period, and of which $34.4 million has an indefinite utilization period. In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately $20.0 million of which $6.3 million are subject to expiration in the June 30, 2027 through June 30, 2037 period with the balance of $13.7 million having an indefinite utilization period. U.S. federal net operating loss carryforwards resulting from tax losses beginning with the fiscal year ended June 30, 2019 have an indefinite carryforward under the U.S. Tax Cuts and Jobs Act (the “Tax Act”). The Company did not generate federal net operating losses for the fiscal year ended June 30, 2026. Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of $6.9 million and $11.2 million at June 30, 2026 and 2025, respectively. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The assumptions used to project future taxable income requires significant judgment and are consistent with the plans and estimates used to manage the underlying businesses. ***Share-based Payments.*** Accounting for stock-based compensation requires the measurement of stock-based compensation expense based on the fair value of the award on the date of grant. We determine the fair value of stock options issued by using a binomial option-pricing model. The binomial option-pricing model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial option-pricing model are based on a combination of implied market volatilities, historical volatility of our stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The expected life of the stock option grants is derived from the historical settlement data combined with a hypothetical settlement assumption for outstanding options and represents the period of time that options granted are expected to be outstanding. Determining these assumptions are subjective and complex, and therefore, a change in the assumptions utilized could impact the calculation of the fair value of our stock options. A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $4.0 million change in total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $2.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year 2026 stock option grants would result in an approximate $0.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $1.6 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. ### KEY PERFORMANCE INDICATORS Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenue, Recurring revenue, and Closed sales as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, and Recurring revenue growth constant currency. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth, as defined below. Refer to the section “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, and Recurring revenue growth constant currency to the most directly comparable GAAP measures, and an explanation for why these Non-GAAP metrics provide useful information to investors and how management uses these Non-GAAP metrics for operational and financial decision-making. Refer to the section “Results of Operations” for a description of Closed sales and an explanation of why Closed sales is a useful performance metric for management and investors. ### Revenues Revenues are primarily generated from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. The Company monitors revenue in each of our two reportable segments as a key measure of success in addressing our clients’ needs. Revenues from fees are derived from both recurring and event-driven activity. The level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as administrative services related to our fund processing solutions. Recurring revenue growth represents the Company’s total annual revenue growth, less growth from event-driven and distribution revenues. We distinguish recurring revenue growth between organic and acquired: - Organic – Includes recurring revenue generated from Net New Business and Internal Growth. - Acquired – Includes recurring revenue generated from acquired services in the first twelve months following the date of acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire. Revenues and Recurring revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance. See “Results of Operations” as well as Note 2, “Summary of Significant Accounting Policies” and Note 3, “Revenue Recognition” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K. ### Position Growth and Internal Trade Growth The Company uses select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business. Position Growth is comprised of “equity position growth” and “mutual fund/ETF position growth.” Equity position growth measures the estimated annual change in positions eligible for equity proxy materials. Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Mutual fund/ETF position growth measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods. Internal Trade Growth represents the estimated change in daily average trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. Position Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge’s ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively. Position Growth and Internal Trade Growth for the fiscal years ended June 30, 2026, and 2025, are as follows: | Position Growth | Years Ended June 30, 2026 | 2025 | | --- | ---: | ---: | | Equity positions | 16% | 16% | | Equity revenue positions | 12% | 12% | | Mutual fund / ETF positions | 6% | 7% | | Internal Trade Growth | 15% | 13% | ### RESULTS OF OPERATIONS The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, 2026 compared to the fiscal year ended June 30, 2025. The Analysis of Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides a more detailed discussion concerning certain components of the Consolidated Statements of Earnings. Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024 is disclosed in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2025 Annual Report. The following references are utilized in the discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments: “Amortization of Acquired Intangibles and Purchased Intellectual Property” and “Acquisition and Integration Costs” represent certain non-cash amortization expenses associated with acquired intangible assets and purchased intellectual property assets, as well as certain transaction and integration costs associated with the Company’s acquisition activities, respectively. “Gains or Losses on Digital Assets” represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the unrealized and realized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction. Refer to Note 2, “Summary of Significant Accounting Policies” for further details related to the Company’s accounting for Canton Coins. Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses. “Internal Growth” is a component of recurring revenue and generally reflects year over year changes in existing services to our existing customers’ multi-year contracts beyond the initial twelve-month period in which it was included in Net New Business. “Investment Gain” represents a non-operating, non-cash gain on a privately held investment. “Net New Business” refers to recurring revenue from Closed sales for the initial twelve-month contract period after which the client goes live with the Company’s service(s), less recurring revenue from client losses. “Recurring revenue growth constant currency” refers to our Recurring revenue growth presented on a constant currency basis to exclude the impact of foreign currency exchange fluctuations. “Restructuring and Other Related Costs” consists of severance and other costs related to the closure of substantially all operations of a production facility. The following definitions describe the Company’s Revenues: Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity, in addition to distribution revenues. The level of recurring and event-driven activity we process directly impacts revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. The types of services we provide that comprise event-driven activity are: - Mutual Fund Proxy: The proxy and related services we provide to mutual funds when certain events occur requiring a shareholder vote including changes in directors, sub-advisors, fee structures, investment restrictions, and mergers of funds. - Mutual Fund Communications: Mutual fund communications services consist primarily of the distribution on behalf of mutual funds of supplemental information required to be provided to the annual mutual fund prospectus as a result of certain triggering events such as a change in portfolio managers. In addition, mutual fund communications consist of notices and marketing materials such as newsletters. - Equity Proxy Contests and Specials, Corporate Actions, and Other: The proxy services we provide in connection with shareholder meetings driven by special events such as proxy contests, mergers and acquisitions, and tender/exchange offers. Event-driven revenues are based on the number of special events and corporate transactions we process. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues. As such, the timing and level of event-driven activity and its potential impact on revenues and earnings are difficult to forecast. Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. During fiscal year 2026, mutual fund proxy revenues were flat compared to the prior fiscal year. During fiscal year 2025, mutual fund proxy revenues were 75% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as administrative services related to our fund processing solutions. Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as administrative services expenses related to our fund processing solutions. These costs are reflected in Cost of revenues. Closed sales represent an estimate of the expected annual recurring revenue for new client contracts that were signed by Broadridge in the current reporting period. Closed sales does not include event-driven or distribution activity. We consider contract terms, expected client volumes or activity, knowledge of the marketplace and experience with our clients, among other factors, when determining the estimate. Management uses Closed sales to measure the effectiveness of our sales and marketing programs, as an indicator of expected future revenues and as a performance metric in determining incentive compensation. Closed sales is not a measure of financial performance under GAAP, and should not be considered in isolation or as a substitute for revenue or other income statement data prepared in accordance with GAAP. Closed sales is a useful metric for investors in understanding how management measures and evaluates our ongoing operational performance. The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment. For the fiscal years ended June 30, 2026 and June 30, 2025, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported. We assess this allowance amount at the end of each fiscal year to establish the appropriate allowance for the subsequent year using the trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance. For the fiscal years ended June 30, 2026 and 2025, Closed sales were $305.1 million and $287.9 million, respectively. The fiscal years ended June 30, 2026 and 2025, are net of an allowance adjustment of $16.1 million and $15.2 million, respectively. ### Recent Developments On July 16, 2026, the SEC proposed Regulation E-Delivery, a new rule addressing the investor communications disclosure framework (“Reg E-Delivery” or the “Proposal”). If the Proposal is adopted as proposed, the rule would permit, but not require, entities to use electronic delivery as the default method for delivery of required disclosures, reports, and other regulatory materials under the federal securities laws instead of paper delivery. Reg E-Delivery would not require entities to obtain affirmative consent from their customers or investors before using e-delivery. The Proposal covers all disclosures required to be delivered under the federal securities laws (“covered information”) by corporate issuers, investment advisers, broker-dealers, and transfer agents (“covered entities”) to their current or prospective customers, investors, or shareholders (“covered recipients”), including prospectuses, proxy statements, shareholder reports, and trade confirmations. The Proposal provides for a transition process for those covered recipients who currently receive covered information in paper format, requiring that they receive two paper notices that include the ability to opt out of e-delivery. The Proposal is subject to a 60-day comment period. We are reviewing the impact of the Proposal on our business, however based on our preliminary analysis, if the Proposal is adopted and implemented as proposed, we expect no impact on our financial results in fiscal year 2027. As our clients implement the proposed rule changes, we anticipate a modest decrease in our recurring revenue growth over a two- to three-year period, which we expect to largely offset with new solutions. We also expect a decline in distribution revenues, which should increase our margins. Overall, we anticipate being able to mitigate any adverse impact on our earnings results resulting from Reg E-Delivery. We will closely monitor and evaluate the progress of the Proposal and its potential impact on our business. Please see our “Risk Factors” in Part I, Item 1A. of this Annual Report. ### ANALYSIS OF CONSOLIDATED STATEMENTS OF EARNINGS ### Fiscal Year 2026 Compared to Fiscal Year 2025 The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2026 and 2025, and the dollar and percentage changes between periods: *(in millions, except for per share amounts)* | | Years Ended June 30, 2026 ($) | 2025 (%) | Change | | | | --- | ---: | ---: | ---: | ---: | --- | | Revenues | $7,476.8 | $6,889.1 | $587.6 | 9 | | | Cost of revenues | 5,100.7 | 4,752.3 | 348.4 | 7 | | | Selling, general and administrative expenses | 1,075.5 | 948.2 | 127.2 | 13 | | | Total operating expenses | 6,176.2 | 5,700.6 | 475.7 | 8 | | | Operating income | 1,300.6 | 1,188.6 | 112.0 | 9 | | | Margin | 17.4% | 17.3% | | 0.1 | pts | | Interest expense, net | (99.9) | (122.7) | 22.8 | (19) | | | Other non-operating income (expenses), net | 245.2 | (7.1) | 252.3 | NM | | | Earnings before income taxes | 1,445.8 | 1,058.7 | 387.1 | 37 | | | Provision for income taxes | 321.6 | 219.2 | 102.3 | 47 | | | Effective tax rate | 22.2% | 20.7% | | 1.5 | pts | | Net earnings | $1,124.3 | $839.5 | $284.8 | 34 | | | Basic earnings per share | $9.67 | $7.17 | $2.50 | 35 | | | Diluted earnings per share | $9.60 | $7.10 | $2.50 | 35 | | | Weighted average shares outstanding: | | | | | | | Basic | 116.3 | 117.1 | | | | | Diluted | 117.1 | 118.3 | | | | ### Revenues The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2026 and 2025, and the dollar and percentage changes between periods: *($ in millions)* | | Years Ended June 30, 2026 $% | 2025 | Change | | | --- | ---: | ---: | ---: | ---: | | Recurring revenues | $4,878.0 | $4,507.9 | $370.1 | 8 | | Event-driven revenues | 348.1 | 319.3 | 28.9 | 9 | | Distribution revenues | 2,250.6 | 2,062.0 | 188.7 | 9 | | Total | $7,476.8 | $6,889.1 | $587.6 | 9 | | | Points of Growth Net New Business | Internal Growth | Acquisitions | Foreign Exchange | Total | | --- | --- | --- | --- | --- | ---: | | Recurring revenue Growth Drivers | 3pts | 3pts | 2pts | 1pt | 8% | Revenues increased $587.6 million, or 9%, to $7,476.8 million from $6,889.1 million. - Recurring revenues increased $370.1 million, or 8%, to $4,878.0 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO. - Event-driven revenues increased $28.9 million, or 9%, driven by higher equity and other communications. - Distribution revenues increased $188.7 million, or 9%, primarily driven by the postage rate increases of approximately $123 million and higher volumes. ***Total operating expenses.*** Operating expenses increased $475.7 million, or 8%, to $6,176.2 million from $5,700.6 million: - Cost of revenues - The increase of $348.4 million primarily reflects higher expenses, including postage and distribution costs in our ICS segment of approximately $176.7 million, higher labor and technology expenses and higher expenses related to acquisitions. - Selling, general and administrative expenses - The increase of $127.2 million was primarily driven by higher labor and compensation-related expenses in addition to higher investment expenses. ***Interest expense, net.*** Interest expense, net, was $99.9 million, a decrease of $22.8 million, or 19%, from $122.7 million in the fiscal year ended June 30, 2025. The decrease was primarily due to lower average borrowings and lower borrowing costs. ***Other non-operating income (expenses), net.*** Other non-operating income, net for the fiscal year ended June 30, 2026 was $245.2 million, compared to Other non-operating expenses, net of $7.1 million for the fiscal year ended June 30, 2025, primarily as a result of non-cash Gains on Digital Assets of $227.0 million in the current year period. Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury. ***Provision for income taxes.*** - Effective tax rate for the fiscal year ended June 30, 2026 - 22.2%. - Effective tax rate for the fiscal year ended June 30, 2025 - 20.7%. The increase in the effective tax rate for the fiscal year ended June 30, 2026 compared to the fiscal year ended June 30, 2025 was primarily driven by an increase in pre-tax income and lower total discrete tax benefits. The decrease in discrete tax benefits was primarily driven by a decrease in the Excess Tax Benefit (“ETB”) associated with stock based compensation. ### ANALYSIS OF REPORTABLE SEGMENTS Broadridge has two reportable segments: (1) Investor Communication Solutions and (2) Global Technology and Operations. The primary components of “Corporate and Other” are certain gains, losses, centrally managed activities, and non-operating expenses that have not been allocated to the reportable segments, such as interest expense. Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Corporate and Other rather than reflect such items in segment profit. ### Revenues *($ in millions)* | 2026 $% | Years Ended June 30, 2025 | | Change | | | --- | ---: | ---: | ---: | ---: | | Investor Communication Solutions | $5,560.8 | $5,113.0 | $447.8 | 9 | | Global Technology and Operations | 1,916.0 | 1,776.1 | 139.9 | 8 | | Total | $7,476.8 | $6,889.1 | $587.6 | 9 | 39 ### Earnings Before Income Taxes *($ in millions)* | 2026 $% | Years Ended June 30, 2025 | | Change | | | --- | ---: | ---: | ---: | ---: | | Investor Communication Solutions | $1,103.5 | $1,054.0 | $49.5 | 5 | | Global Technology and Operations | 297.8 | 201.4 | 96.5 | 48 | | Corporate and Other | 44.5 | (196.7) | 241.1 | (123) | | Total | $1,445.8 | $1,058.7 | $387.1 | 37 | The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows: *($ in millions)* | 2026 $% | Years Ended June 30, 2025 | | Change | | | --- | ---: | ---: | ---: | ---: | | Investor Communication Solutions | $42.7 | $42.9 | $(0.3) | — | | Global Technology and Operations | 160.9 | 153.7 | 7.2 | 5 | | Total | $203.6 | $196.6 | $6.9 | 4 | ### Investor Communication Solutions ### Fiscal Year 2026 Compared to Fiscal Year 2025 Revenues increased $447.8 million to $5,560.8 million from $5,113.0 million, and earnings before income taxes increased $49.5 million to $1,103.5 million from $1,054.0 million. *($ in millions)* | 2026 $% Revenues | Years Ended June 30, 2025 | | Change | | | --- | ---: | ---: | ---: | ---: | | Recurring revenues | $2,962.1 | $2,731.8 | $230.3 | 8 | | Event-driven revenues | 348.1 | 319.3 | 28.9 | 9 | | Distribution revenues | 2,250.6 | 2,062.0 | 188.7 | 9 | | Total | $5,560.8 | $5,113.0 | $447.8 | 9 | | **Earnings before Income Taxes** | | | | | | Earnings before income taxes | $1,103.5 | $1,054.0 | $49.5 | 5 | | Pre-tax Margin | 19.8% | 20.6% | | | | | Points of Growth Net New Business | Internal Growth | Acquisitions | Foreign Exchange | Total | | --- | --- | --- | --- | --- | ---: | | Recurring revenue Growth Drivers | 3pts | 4pts | 1pt | 0pts | 8% | For the fiscal year ended June 30, 2026: - Recurring revenues increased $230.3 million, or 8%, to $2,962.1 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 7pts of organic growth. - By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows: - Regulatory rose 12% and 12%, respectively. Equity revenue position growth was 12% and Mutual fund/ETF position growth of 6%. - Data-Driven Fund Solutions rose 4% and 4%, respectively, driven by growth in data and analytics revenues, and the acquisitions of Acolin and iJoin. - Issuer rose 8% and 8%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions. - Customer communications rose 5% and 5%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal. - Event-driven revenues increased $28.9 million, or 9% driven by higher equity and other communications revenues. - Distribution revenues increased $188.7 million, or 9%, primarily driven by the postage rate increases of approximately $123 million and higher volumes. - Earnings before income taxes increased $49.5 million, or 5%, to $1,103.5 million. The earnings benefit from higher Recurring revenue and Event-driven revenue was partially offset by higher Operating expenses. Operating expenses rose 10%, or $398.3 million to $4,457.3 million driven by distribution expenses, as well as other volume-related expenses and the impact of acquisitions. - Pre-tax margins decreased by 0.8 percentage points to 19.8% from 20.6%. ### Global Technology and Operations ### Fiscal Year 2026 Compared to Fiscal Year 2025 Revenues increased $139.9 million to $1,916.0 million from $1,776.1 million, and Earnings before income taxes increased $96.5 million to $297.8 million from $201.4 million. *($ in millions)* | 2026 $% Revenues | Years Ended June 30, 2025 | | Change | | | --- | ---: | ---: | ---: | ---: | | Recurring revenues | $1,916.0 | $1,776.1 | $139.9 | 8 | | **Earnings before Income Taxes** | | | | | | Earnings before income taxes | $297.8 | $201.4 | $96.5 | 48 | | Pre-tax Margin | 15.5% | 11.3% | | | | | Points of Growth Net New Business | Internal Growth | Acquisitions | Foreign Exchange | Total | | --- | --- | --- | --- | --- | ---: | | Recurring revenue Growth Drivers | 2pts | 3pts | 2pts | 1pt | 8% | For the fiscal year ended June 30, 2026: - Recurring revenues increased $139.9 million, or 8%, to $1,916.0 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 4pts of organic growth and 2pts from the acquisitions of Kyndryl’s Securities Industry Services (“SIS”) business and CQG. - By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows: - Capital markets rose 6% and 5%, respectively, driven by 4pts of organic growth and 1pt from the acquisition of CQG. Digital asset revenues related to Canton Coins contributed $16.5 million or 1pt of growth. - Wealth and investment management rose 11% and 10%, respectively, driven by 5pts of Organic growth and 5pts from the acquisition of SIS. - Earnings before income taxes increased $96.5 million, or 48%, to $297.8 million, as higher revenues more than offset higher expenses, including the impact of the SIS and CQG acquisitions. - Pre-tax margins increased by 4.2% to 15.5% from 11.3%. ### Corporate and Other Earnings before income taxes was $44.5 million for the fiscal year ended June 30, 2026, an increase of $241.1 million, or 123%, compared to Loss before income taxes of $196.7 million for the fiscal year ended June 30, 2025. - The increased Earnings before income taxes was primarily due to the non-cash Gains on Digital Assets of $227.0 million and a $22.8 million decline in Interest expense, net which more than offset higher technology spending, including the impact of investments. Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury transaction. ### Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this Annual Report on Form 10-K are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, Non-GAAP results have been presented. These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board incorporates Non-GAAP financial measures in the evaluation process for determining management compensation. ### Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company’s acquisition activities. (ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities. (iii) Restructuring and Other Related Costs, which represent severance and other costs related to the closure of substantially all operations of a production facility. Refer to Note 14, “Payables and Accrued Expenses” for further details. (iv) Gains or Losses on Digital Assets, which represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the realized and unrealized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction. Refer to Note 2, “Summary of Significant Accounting Policies” for further details related to the Company’s accounting for Canton Coins. Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses. (v) Investment Gain represents a non-operating, non-cash gain on a privately held investment. We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, Gains or Losses on Digital Assets, and Investment Gain from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. ### Free Cash Flow In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software. ### Recurring Revenue Growth Constant Currency As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods. Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year. *Reconciliation of such Non-GAAP measures to the most directly comparable GAAP measures (unaudited):* *(in millions)* | | Years ended June 30, 2026 | 2025 | | --- | ---: | ---: | | Operating income (GAAP) | $1,300.6 | $1,188.6 | | Adjustments: | | | | Amortization of Acquired Intangibles and Purchased Intellectual Property | 203.6 | 196.6 | | Acquisition and Integration Costs | 17.5 | 18.3 | | Restructuring and Other Related Costs (a) | 13.2 | 7.4 | | Adjusted Operating income (Non-GAAP) | $1,534.8 | $1,410.9 | | Operating income margin (GAAP) | 17.4% | 17.3% | | Adjusted Operating income margin (Non-GAAP) | 20.5% | 20.5% | 43 *(in millions)* | | Years ended June 30, 2026 | 2025 | | --- | ---: | ---: | | Net earnings (GAAP) | $1,124.3 | $839.5 | | Adjustments: | | | | Amortization of Acquired Intangibles and Purchased Intellectual Property | 203.6 | 196.6 | | Acquisition and Integration Costs | 17.5 | 18.3 | | Restructuring and Other Related Costs (a) | 13.2 | 7.4 | | Gains or Losses on Digital Assets | (227.0) | — | | Investment Gain | (7.3) | | | Subtotal of adjustments | (0.1) | 222.3 | | Tax impact of adjustments (b) | — | (50.4) | | Adjusted Net earnings (Non-GAAP) | $1,124.2 | $1,011.5 | | | Years ended June 30, 2026 | 2025 | | --- | ---: | ---: | | Diluted earnings per share (GAAP) | $9.60 | $7.10 | | Adjustments: | | | | Amortization of Acquired Intangibles and Purchased Intellectual Property | 1.74 | 1.66 | | Acquisition and Integration Costs | 0.15 | 0.15 | | Restructuring and Other Related Costs (a) | 0.11 | 0.06 | | Gains or Losses on Digital Assets | (1.94) | — | | Investment Gain | (0.06) | — | | Subtotal of adjustments | — | 1.88 | | Tax impact of adjustments (b) | — | (0.43) | | Adjusted earnings per share (Non-GAAP) | $9.60 | $8.55 | (a) Restructuring and Other Related Costs consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. Actions and associated costs related to the closure were completed in the third quarter of fiscal year 2026. (b) Calculated using the GAAP effective tax rate, adjusted to exclude $2.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2026, and $20.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2025. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. *(in millions)* | | Years ended June 30, 2026 | 2025 | | --- | ---: | ---: | | Net cash flows from operating activities (GAAP) | $1,345.6 | $1,171.3 | | Capital expenditures and Software purchases and capitalized internal use software | (112.6) | (114.9) | | Free cash flow (Non-GAAP) | $1,233.0 | $1,056.4 | 44 | Investor Communication Solutions | Year Ended June 30, 2026 Regulatory | Data-Driven Fund Solutions | Issuer | Customer Communications | Total | | --- | ---: | ---: | ---: | ---: | ---: | | Recurring revenue growth (GAAP) | 12% | 4% | 8% | 5% | 8% | | Impact of foreign currency exchange | 0% | (1%) | 0% | 0% | 0% | | Recurring revenue growth constant currency (Non-GAAP) | 12% | 4% | 8% | 5% | 8% | | Global Technology and Operations | Year Ended June 30, 2026 Capital Markets | Wealth and Investment Management | Total | | --- | ---: | ---: | ---: | | Recurring revenue growth (GAAP) | 6% | 11% | 8% | | Impact of foreign currency exchange | (1%) | (1%) | (1%) | | Recurring revenue growth constant currency (Non-GAAP) | 5% | 10% | 7% | | Consolidated | Year Ended June 30, 2026 Total | | --- | ---: | | Recurring revenue growth (GAAP) | 8% | | Impact of foreign currency exchange | (1%) | | Recurring revenue growth constant currency (Non-GAAP) | 8% | 45 ### FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents consisted of the following: *(in millions)* | Cash and cash equivalents: | June 30, 2026 | 2025 | | --- | ---: | ---: | | Domestic cash | $103.1 | $326.2 | | Cash held by foreign subsidiaries | 241.0 | 174.6 | | Cash held by regulated entities | 58.8 | 60.7 | | Total cash and cash equivalents | $402.9 | $561.5 | At June 30, 2026 and 2025, Cash and cash equivalents were $402.9 million and $561.5 million, respectively. Total stockholders’ equity was $2,840.5 million and $2,655.1 million at June 30, 2026 and 2025, respectively. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases. We expect existing domestic cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayment schedules, and material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. In addition, we expect existing foreign cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. If these funds are needed for our operations in the U.S., we may be required to pay additional foreign taxes to repatriate these funds. However, while we may do so at a future date, the Company does not need to repatriate future foreign earnings to fund U.S. operations. Our financing strategy is designed to maintain adequate liquidity and financial flexibility, support our operating and strategic investment needs, and provide efficient access to capital markets. We maintain a diversified borrowing profile through a mix of debt instruments enabling us to manage our capital structure, funding costs, and refinancing risk. Our borrowings include: the Fiscal 2025 Revolving Credit Facility, Fiscal 2026 Term Loan, Fiscal 2020 Senior Notes, Fiscal 2021 Senior Notes, and Fiscal 2026 Senior Notes, each of which are senior unsecured obligations of the Company and are ranked equally in right of payment. Future principal payments on the Company’s outstanding debt are as follows (in millions): | | 2027 | 2028 | 2029 | 2030 | 2031 | Thereafter | Total | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Years ending June 30, | $— | $— | $— | $1,024.7 | $1,750.0 | $500.0 | $3,274.7 | Refer to Note 15, “Borrowings” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion, including outstanding borrowings and available capacity under the Company’s borrowing arrangements. ### Cash Flows ### Fiscal Year 2026 Compared to Fiscal Year 2025 *(in millions)* | | Years Ended June 30, 2026 | 2025 | $ Change | | --- | ---: | ---: | ---: | | Net cash flows from operating activities | $1,345.6 | $1,171.3 | $174.3 | | Net cash flows from investing activities | (452.0) | (316.2) | (135.8) | | Net cash flows from financing activities | (1,048.5) | (600.8) | (447.7) | | Effect of exchange rate changes on Cash and cash equivalents | (3.7) | 2.8 | (6.6) | | Net change in Cash and cash equivalents | $(158.7) | $257.1 | $(415.8) | | Free cash flow: | | | | | Net cash flows from operating activities (GAAP) | $1,345.6 | $1,171.3 | $174.3 | | Capital expenditures and Software purchases and capitalized internal use software | (112.6) | (114.9) | 2.3 | | Free cash flow (Non-GAAP) | $1,233.0 | $1,056.4 | $176.6 | The increase in cash from operating activities of $174.3 million for the fiscal year ended June 30, 2026, as compared to the fiscal year ended June 30, 2025, was due to an increase in Net earnings of $284.8 million, reduced by noncash adjustments primarily related to $231.4 million of Digital asset gains, partially offset by an increase of Deferred income taxes of $111.0 million. The decrease in cash from investing activities of $135.8 million primarily reflects an increase in cash used for acquisitions of $89.2 million and cash used for other investing activities of $48.9 million related to strategic investments. The decrease in cash from financing activities of $447.7 million primarily reflects an increase in purchases of treasury stock of $468.9 million. ### Income Taxes The Company, headquartered in the U.S., is routinely examined by the IRS and is also routinely examined by the tax authorities in the U.S. states and foreign countries in which it conducts business. The tax years under audit examination vary by tax jurisdiction. The Company regularly considers the likelihood of assessments in each of the jurisdictions resulting from examinations. To the extent the Company determines it has potential tax assessments in particular tax jurisdictions, the Company has established tax reserves which it believes are adequate in relation to the potential assessments. Once established, reserves are adjusted when there is more information available, when an event occurs necessitating a change to the reserves or the statute of limitations for the relevant taxing authority to examine the tax position has expired. The resolution of tax matters should not have a material effect on the financial condition of the Company or on the Company’s Consolidated Statements of Earnings for a particular future period. ### Employee Benefit Plans The Company sponsors a Supplemental Officer Retirement Plan (the “SORP”), a Supplemental Executive Retirement Plan (the “SERP”), an Executive Retiree Health Insurance Plan, and certain non-US benefits-related plans. Refer to Note 18, “Employee Benefit Plans” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a discussion on the Company’s Employee Benefit Plans. ### Contractual Obligations The following table summarizes our contractual obligations to third parties as of June 30, 2026 and the effect such obligations are expected to have on our liquidity and cash flows in future periods: *(in millions)* | | Payments Due by Period Total | Less than 1 Year | 1-3 Years | 4-5 Years | After 5 Years | | --- | ---: | ---: | ---: | ---: | ---: | | Debt (a) | $3,274.7 | $— | $— | $2,774.7 | $500.0 | | Interest and facility fee on debt (b) | 687.6 | 128.2 | 256.3 | 163.0 | 140.2 | | Facility and equipment operating leases (c) | 316.9 | 48.5 | 84.8 | 59.1 | 124.5 | | Purchase obligations (d) | 997.0 | 268.6 | 443.6 | 249.3 | 35.5 | | Capital commitment to fund investment (e) | — | — | — | — | — | | Uncertain tax positions (f) | — | — | — | — | — | | Total (g) | $5,276.1 | $445.2 | $784.8 | $3,246.0 | $800.1 | (a) These amounts represent the principal repayments of Long-term debt and are included on our Consolidated Balance Sheets. See Note 15, “Borrowings” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for additional information about our Borrowings and related matters. (b) Includes estimated future interest payments on our long-term debt and interest and facility fee on the revolving credit facility. (c) We enter into operating leases in the normal course of business relating to facilities and equipment. The majority of our lease agreements have fixed payment terms based on the passage of time. Certain facility and equipment leases require payment of maintenance, real estate taxes and related executory costs, and contain escalation provisions based on future adjustments in price indices. Our future operating lease obligations could change if we exit certain contracts and if we enter into additional operating lease agreements. See Note 9, “Leases” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for additional information about our Leases and related matters. (d) Purchase obligations relate to payments to Kyndryl, Inc. related to the Amended and Restated IT Services Agreement (as described below) that expires in fiscal year 2032, the Private Cloud Agreement (as described below) that expires in fiscal year 2030, the AWS Cloud Agreement (as described below) that expires in fiscal year 2027, as well as other data center arrangements and software license agreements including hosted software arrangements, and software and hardware maintenance and support agreements, and certain other related arrangements. Purchase obligations also includes $128.5 million of other liabilities recorded on the Company’s Consolidated Balance Sheet as of June 30, 2026. (e) The Company has a future commitment to fund $20.2 million to investees that is not included in the table above due to the uncertainty of the timing of this future payment. (f) Due to the uncertainty related to the timing of the reversal of uncertain tax positions, only uncertain tax benefits related to certain settlements have been provided in the table above. The Company is unable to make reasonably reliable estimates related to the timing of the remaining gross unrecognized tax benefit liability of $99.8 million (inclusive of interest). See Note 19, “Income Taxes” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for further detail. (g) Certain post-employment benefit obligations reported in our Consolidated Balance Sheets in the amount of $89.3 million as of June 30, 2026 were not included in the table above due to the uncertainty of the timing of these future payments. Refer to Note 20, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion of the Company’s contractual obligations. ### Recently Issued Accounting Pronouncements Refer to Note 2, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a discussion on the impact of the adoption of new accounting pronouncements. ## Market risk As filed, 4,571 characters. ### Market Risks In the ordinary course of business, the financial position of the Company is routinely subject to certain market risks, notably the effects of changes in interest rates and foreign currency exchange rates. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. As a result, the Company does not anticipate any material losses from these risks. We do not use derivatives for trading purposes, to generate income or to engage in speculative activity. ### Interest Rate Risk As of June 30, 2026, $1,022.0 million, or 31%, of the Company’s total outstanding debt balance of $3,254.6 million is based on floating interest rates. Our $1,022.0 million in variable rate debt at June 30, 2026 consists of our revolving credit facility, which, depending on the currency of the loan, bears interest at Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA and STIBOR, respectively, plus 1.000% per annum (subject to multiple step-ups to 1.250% per annum and multiple step-downs to 0.785%, in each case based on ratings), plus an additional annual facility fee of 0.125% per annum (subject to multiple step-ups to 0.25% per annum and multiple step-downs to 0.090% per annum, in each case, based on ratings), and the outstanding portion of our Fiscal 2026 Term Loan which bears interest at Term SOFR plus 1.250% per annum (subject to a step-up to Term SOFR plus 1.375% or term SOFR plus 1.625% or a step-down to Term SOFR plus 1.125% or Term SOFR plus 1.000%, in each case, based on ratings). Additionally, the Fiscal 2024 Amended Term Loan which bore interest at Adjusted Term SOFR plus 1.250% per annum (subject to a step-up to Adjusted Term SOFR plus 1.375% or step-downs to Adjusted Term SOFR plus 1.125% and Adjusted Term SOFR plus 1.000% in each case, based on ratings) was outstanding through August 2025, after which it was repaid in full and replaced by the Fiscal 2026 Term Loan. In May 2026 we executed $500.0 million in interest rate swaps that are used to manage the company's interest rate risk to hedge interest rate risk related to the Fiscal 2026 Term Loan. We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings of a change in market interest rates on amounts borrowed from the revolving credit facility, Fiscal 2024 Amended Term Loan and Fiscal 2026 Term Loan during the fiscal year ended June 30, 2026. Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt and interest rate swaps during the fiscal year ended June 30, 2026 and June 30, 2025, our pre-tax earnings would have decreased by approximately $11.3 million and $13.8 million, respectively; however, for both years, this would have been offset by interest earned on cash balances. ### Foreign Currency Risk While the substantial majority of our business is conducted within the U.S., approximately 15% of our fiscal year 2026 revenues were earned outside of the U.S. Our operations outside of the U.S. primarily reside in Canada, Europe and India. As a result, we are exposed to foreign currency risk from changes in the value of underlying assets and liabilities of our non-U.S. dollar-denominated foreign investments and foreign currency transactions, primarily with respect to the Canadian dollar, the British pound, the Euro, the Indian Rupee and the Swedish Krona. We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate. In addition, we executed a series of cross-currency swap derivative contracts with an aggregate notional amount of EUR 880 million which are designated as net investment hedges to hedge a portion of our net investment in our subsidiaries whose functional currency is the Euro. At June 30, 2026, the fair value of these derivatives is an asset of $0.1 million. Refer to Note 7, “Derivative Instruments” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for additional details on our derivative instruments. For the fiscal year ended June 30, 2026 and June 30, 2025, a hypothetical 10% decrease in the value of the Canadian dollar, the British pound, the Euro, the Indian Rupee, and the Swedish Krona versus the U.S. dollar would have resulted in a decrease in our total pre-tax earnings of approximately $15.8 million and $23.9 million, respectively. ## Controls and procedures As filed, 4,508 characters. ### Management Report Attached as Exhibits 31.1 and 31.2 to this Form 10-K are certifications of Broadridge’s Chief Executive Officer and Chief Financial Officer, which are required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This “Controls and Procedures” section should be read in conjunction with the Deloitte & Touche LLP audit and attestation of the Company’s internal control over financial reporting that appears in Item 8. “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K and is hereby incorporated herein by reference. ### Management’s Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer as of June 30, 2026, evaluated the effectiveness of our disclosure controls as defined in Rule 13a-15(e) under the Exchange Act. The Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, 2026 were effective to ensure that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure. ### Management’s Report on Internal Control over Financial Reporting It is the responsibility of Broadridge’s management to establish and maintain effective internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance to Broadridge’s management and board of directors regarding the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles. Broadridge’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Broadridge; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Broadridge are being made only in accordance with authorizations of management and directors of Broadridge; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of Broadridge’s assets that could have a material effect on the financial statements of Broadridge. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has performed an assessment of the effectiveness of Broadridge’s internal control over financial reporting as of June 30, 2026 based upon criteria set forth in *Internal Control—Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that Broadridge’s internal control over financial reporting was effective as of June 30, 2026. Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting and has expressed an unqualified opinion in their report on the effectiveness of the Company’s internal control over financial reporting, which appears in Item 8. “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. /s/ TIMOTHY C. GOKEY ### Timothy C. Gokey ### Chief Executive Officer /s/ ASHIMA GHEI ### Ashima Ghei ### Corporate Vice President, Chief Financial Officer Lake Success, New York August 4, 2026 ### Changes in Internal Control over Financial Reporting No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Filed Aug 4, 2026. Source: SEC EDGAR, the filing index for accession 0001628280-26-052243. Last ingested by Listed: Nov 3, 2026, 14:11 ET. No prices; not investment advice.