Broadridge Financial Solutions (BR) 10-K risk factor changes: FY2025 vs FY2024

We provide technology solutions to financial services firms that are generally subject to extensive regulation [removed: in the U.S. and in other jurisdictions.][added: globally.]

Changes in laws and regulations could require changes in the services we provide, the manner in which we provide our services, [added: and] the fees we charge for our services, or they could result in a reduction or elimination of the demand for our services.

[removed: For example, our] [added: Our] investor communications services and the fees we charge our clients for certain services are subject to change if applicable SEC or stock exchange [removed: rules or] [added: rules,] regulations [added: or interpretations] are amended, or new laws or regulations are [removed: adopted] [added: adopted,] that change the [removed: proxy materials, regulatory disclosures, or other] communications [removed: issuers] [added: our clients] are required to send or the manner in which they send [removed: them.][added: them, including a change in default delivery method from paper to digital.]

[removed: Therefore,] [added: Some of] our services, such as our [removed: proxy,] [added: proxy communications,] shareholder report and prospectus distribution, and [added: 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.

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, [removed: or] cease or curtail their operations, [added: 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 [removed: condition,] [added: condition] could decrease their ability to purchase, or their demand [removed: for,] [added: for] our products and services.

The [removed: loss] [added: 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.

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 [removed: provide.][added: provide to them.]

In fiscal year [removed: 2024,] [added: 2025,] our largest client accounted for approximately [removed: 8%] [added: 7%] of our consolidated revenues.

Such costs for all clients represented approximately [removed: 11%] [added: 10%] of our total assets as of June 30, [removed: 2024,] [added: 2025,] with one client representing a large portion of this amount.

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 [removed: and] [added: 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.

Further, as a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory [removed: oversight and] examination by the FFIEC.

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, [removed: and] our [removed: employees.][added: employees, among others.]

Furthermore, the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal [removed: information of our employees and on behalf of our clients.][added: information.]

[removed: In addition, if] [added: If] we fail to comply with applicable regulations and maintain practices that meet our stakeholders’ [removed: evolving] [added: 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.

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 their own risks, including those related to [removed: cybersecurity.][added: cybersecurity and physical security.]

Failure by these third parties to adequately perform their services as expected could result in material interruptions in our [removed: operations,] [added: operations] and negatively impact our services resulting in a material adverse effect on our business and financial results.

Furthermore, certain third-party service providers or vendors may have access to [added: or process] sensitive data [removed: including] [added: such as] personal information, valuable intellectual property and other proprietary or confidential data, [removed: including that] [added: which may include data] provided to us by our clients.

Our clients operate in highly regulated industries and rely on our services to meet some of their regulatory [removed: requirements.][added: requirements and the demands of their customers.]

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 [removed: services] [added: services, legal action,] and cause us to incur expenses including service penalties, lose revenues, lose clients or damage our reputation.

- legislative and regulatory changes; [added: including executive orders and similar directives]

- acts of war or terrorism and international conflict, such as the [removed: conflict between] [added: ongoing conflicts in the Middle East,] Russia and Ukraine;

In fact, over the last three fiscal years we have completed [removed: four] [added: three] acquisitions and made strategic investments in seven firms.

- *valuation*: finding suitable businesses to acquire at affordable [removed: valuations or on other acceptable terms;] [added: valuations;] competition for acquisitions from other potential acquirors, [removed: and] negotiating a fair price for the business based on inherently limited due diligence reviews; [added: 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; [added: The process of integrating these businesses may be difficult] and [added: expensive, disrupt our business and divert our resources.]

- entering markets where we have minimal prior experience; [removed: and]

- experiencing decreases in earnings as a result of non-cash impairment [removed: charges.][added: charges;]

- complying with [removed: non-U.S.] regulatory requirements;

- enforcing intellectual property [removed: rights in some non-U.S. countries;] [added: rights;] and

As of June 30, [removed: 2024,] [added: 2025,] we had [removed: $3,355.1] [added: $3,252.3] million in aggregate carrying amount of total debt.

Additionally, our revolving credit facility has a remaining borrowing capacity of [removed: $1,500.0] [added: $1,366.5] million as of June 30, [removed: 2024.][added: 2025.]

Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately [removed: 69%] [added: 67%] of the total assets on our balance sheet as of June 30, [removed: 2024.][added: 2025.]

Some of our clients and third-party vendors have experienced cybersecurity incidents.

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.

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 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.

- trade policies, disputes, barriers and other restrictions

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.

In addition, some of our products, services and processes leverage machine learning and AI.

The use of such technology is subject to risk and may result in insufficient or inaccurate information.

These deficiencies could undermine the quality of these products and services provided to our clients, subjecting us to legal liability and reputational damage.

Also, the process of integrating these businesses may be difficult and expensive, disrupt our business and divert our resources.

In addition, international acquisitions often involve additional or increased risks including, for example:

*This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.

Our actual results, performance or achievements may differ materially from the results discussed in this Item [removed: 7 because of various factors, including those set forth elsewhere herein.][added: 7.]

*The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, [removed: 2023] [added: 2024] 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 [removed: 2023] [added: 2024] (the [removed: “2023] [added: “2024] Annual Report”), which was filed with the Securities and Exchange Commission on August [removed: 8, 2023.*][added: 6, 2024.*]

Broadridge, a Delaware [removed: corporation and a part of the S&P 500® Index,] [added: corporation,] is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, [removed: investors] [added: investors,] and mutual funds.

Our businesses operate in two reportable segments: Investor Communication Solutions [added: (“ICS”)] and Global Technology and [removed: Operations.][added: Operations (“GTO”).]

The results of operations [removed: of the business] [added: for] acquired [removed: by the Company] [added: businesses] are included in [removed: the Company’s Consolidated Statements of Earnings since] [added: our consolidated results from] the respective [removed: date] [added: dates] of acquisition.

Fiscal Year [removed: 2024 Acquisition:][added: 2025 Compared to Fiscal Year 2024]

[removed: AdvisorTarget] [added: CompSci] is included in the Company’s ICS reportable segment.

[removed: Announced Acquisition:][added: *Announced Acquisition*]

The acquisition is [added: expected to close in the first half of Broadridge’s 2026 fiscal year,] subject to customary closing conditions, including regulatory approvals.

Please refer to Note [removed: 3, “Revenue Recognition” and Note 21, “Financial Data by Segment”] [added: 6, “Acquisitions”] to our Consolidated Financial Statements under Item [removed: 8 of Part II of this Annual Report on Form 10-K.][added: 8.]

We had [removed: $3,469.4] [added: $3,609.6] million of Goodwill as of June 30, [removed: 2024.][added: 2025.]

The Company has estimated foreign net operating loss carryforwards of approximately [removed: $46.2] [added: $48.7] million as of June 30, [removed: 2024] [added: 2025] of which [removed: $7.3] [added: $6.9] million are subject to expiration in the June 30, [removed: 2026] [added: 2035] through June 30, 2043 [added: period, and of which $41.7 million has an indefinite utilization] period.

In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately [removed: $30.1] [added: $25.0] million of which [removed: $12.4] [added: $9.3] million are subject to expiration in the June 30, [removed: 2025] [added: 2026] through June 30, 2037 period with the balance of [removed: $17.6] [added: $15.7] million having an indefinite utilization period.

The Company did not generate federal net operating losses for the fiscal year ended June 30, [removed: 2024.][added: 2025.]

The Company has recorded valuation allowances of [removed: $10.8] [added: $11.2] million and [removed: $10.3] [added: $10.8] million at June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year [removed: 2024] [added: 2025] stock option grants would result in an approximate [removed: $2.4] [added: $2.8] million change in total pre-tax stock-based compensation expense for the fiscal year [removed: 2024] [added: 2025] 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 [removed: 2024] [added: 2025] stock option grants would result in an approximate [removed: $1.5] [added: $1.9] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2024] [added: 2025] 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 [removed: 2024] [added: 2025] stock option grants would result in an approximate $0.2 million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2024] [added: 2025] 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 [removed: 2024] [added: 2025] stock option grants would result in an approximate [removed: $1.5] [added: $1.4] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2024] [added: 2025] grants, which would be amortized over the vesting period.

In addition, management focuses on select operating metrics specific to Broadridge of [removed: Record] [added: Position] Growth and Internal Trade Growth, as defined below.

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 [removed: 8 of Part II of this Annual Report on Form 10-K.][added: 8.]

[removed: Record] [added: Position] Growth and Internal Trade Growth

The Company uses select operating metrics specific to Broadridge of [removed: Record] [added: Position] Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business.

[removed: Stock record growth (also referred to as “SRG” or] [added: Position Growth is comprised of] “equity position [removed: growth”)] [added: growth” and “mutual fund/ETF position growth.” Equity position growth] measures the estimated annual change in positions eligible for equity proxy materials.

[removed: Interim record growth (also referred to as “IRG” or “mutual] [added: Mutual] fund/ETF position [removed: growth”)] [added: growth] measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications.

[removed: Record] [added: 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.

The key performance indicators for the fiscal years ended June 30, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] are as follows:

| Equity positions [removed: (Stock records)] | | | [removed: 6] [added: 16] | | % | | | | [removed: 9] [added: 6] | | % |

| Mutual fund / ETF positions [removed: (Interim records)] | | | [removed: 3] [added: 7] | | % | | | | [removed: 8] [added: 3] | | % |

| Internal Trade Growth | | | 13 | | % | | | | [removed: 4] [added: 13] | | % |

The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, [removed: 2024] [added: 2025] compared to the fiscal year ended June 30, [removed: 2023.][added: 2024.]

Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, [removed: 2023] [added: 2024] compared to the fiscal year ended June 30, [removed: 2022] [added: 2023] is disclosed in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the [removed: 2023] [added: 2024] Annual Report.

“Restructuring and Other Related Costs” represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized [removed: areas.][added: areas, in addition to other restructuring activities.]

During fiscal year [removed: 2023,] [added: 2025,] mutual fund proxy revenues were [removed: 51% lower] [added: 75% higher] than the prior fiscal year.

For the fiscal years ended June 30, [removed: 2024] [added: 2025] and June 30, [removed: 2023,] [added: 2024,] we reported Closed sales net of a 5.0% allowance adjustment.

For the fiscal years ended June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Closed sales were [removed: $341.8] [added: $287.9] million and [removed: $245.8] [added: $341.8] million, respectively.

The fiscal years ended June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] are net of an allowance adjustment of [removed: $18.0] [added: $15.2] million and [removed: $12.9] [added: $18.0] million, respectively.

because of various factors, including those set forth elsewhere herein.

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.

*Acquisitions of Businesses*

In November 2024, the Company acquired SIS to provide wealth management, capital markets, and information technology solutions in Canada.

SIS is included in the Company’s GTO reportable segment.

Our discussions with the Canadian Competition Bureau are ongoing.

In July 2024, the Company acquired CompSci, a provider of cloud-based financial technology software for the preparation and processing of SEC filings for public companies and funds.

We acquired these businesses for an aggregate purchase price of $193.5 million.

In July 2025, Broadridge announced the proposed acquisition of Acolin Group Holdco Limited (“Acolin”).

Acolin is a European provider of cross-border fund distribution and regulatory services.

The total purchase price is approximately $70 million plus an additional contingent consideration liability.

Acolin will be included in the Company’s ICS reportable segment.

of Part II of this Annual Report on Form 10-K for a more detailed discussion.

of Part II of this Annual Report on Form 10-K.

Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on “equity revenue position growth.” Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”).

Prior period comparative information for this metric is not available.

| | | | 2025 | | | | | | 2024 | | |

| Position Growth | | | | | | | | | | | |

| Equity revenue positions | | | 12 | | % | | | | N/A | | |

| Revenues | | | $ | 6,889.1 | | | | | $ | 6,506.8 | | | | | $ | 382.3 | | | | | 6 | | | | | |

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2025 and 2024, and the dollar and percentage changes between periods:

| Total | | | $ | 6,889.1 | | | | | $ | 6,506.8 | | | | | $ | 382.3 | | | | | 6 | | |

The decrease was primarily due to lower average borrowings rates.

| Total | | | $ | 6,889.1 | | | | | $ | 6,506.8 | | | | | $ | 382.3 | | | | | 6 | | |

| Corporate and Other | | | (196.7) | | | | | | (246.3) | | | | | | 49.7 | | | | | | (20) | | |

| Total | | | $ | 1,058.7 | | | | | $ | 877.4 | | | | | $ | 181.4 | | | | | 21 | | |

| 2025 | | | | | | 2024 | | | | | | Change | | | | | | | | | | | |

| Total | | | $ | 196.6 | | | | | $ | 200.3 | | | | | $ | (3.6) | | | | | (2) | | |

| 2025 | | | | | | 2024 | | | | | | Change | | | | | | | | | | | |

| Event-driven revenues | | | 319.3 | | | | | | 285.2 | | | | | | 34.0 | | | | | | 12 | | |

| Distribution revenues | | | 2,062.0 | | | | | | 1,999.0 | | | | | | 63.0 | | | | | | 3 | | |

| Total | | | $ | 5,113.0 | | | | | $ | 4,857.9 | | | | | $ | 255.1 | | | | | 5 | | |

- Event-driven revenues increased $34.0 million, or 12% driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxy contest activity.

- Distribution revenues increased $63.0 million, or 3%, driven by the postage rate increase of approximately $114 million partially offset by lower mail volumes.

Operating expenses rose 4%, or $151.5 million, to $4,059.0 million driven by the impact of the postage rate increase and higher volume related expenses.

Fiscal Year 2025 Compared to Fiscal Year 2024

| 2025 | | | | | | 2024 | | | | | | Change | | | | | | | | | | | |

For the fiscal year ended June 30, 2025:

Internal Growth benefited from higher trading volumes.

Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date.

The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.

AdvisorTarget

In May 2024, the Company acquired AdvisorTarget, a market leader in providing asset management and wealth management firms with data products to help power digital marketing, sales and engagement programs targeting financial advisors.

The aggregate purchase price included $34.3 million in cash, $1.0 million in deferred payments, $1.6 million for the settlement of a preexisting relationship, and contingent consideration with a maximum potential pay-out of $30.5 million.

The contingent consideration is payable through fiscal year 2028 upon the achievement by the acquired business of certain defined revenue targets.

Net tangible liabilities assumed in the transaction were $3.1 million, and contingent liabilities incurred were valued at $14.0 million.

This acquisition resulted in $41.8 million of Goodwill, which is tax deductible.

Intangible assets acquired, which totaled $12.1 million, consist primarily of software technology and customer relationships, which are being amortized over a five-year life.

Kyndryl Securities Industry Services (“Kyndryl SIS”)

In May 2024, Broadridge announced the proposed acquisition of Kyndryl SIS to provide wealth management, capital markets, and information technology solutions to the Canadian financial services industry, expanding our product offerings in our Global Technology and Operations segment.

The total purchase price is approximately $200 million.

Beginning with the first quarter of fiscal year 2023, the Company changed reporting for segment revenues, segment earnings (loss) before income taxes, and segment amortization of acquired intangibles and purchased intellectual property to reflect the impact of actual foreign exchange rates applicable to the individual periods presented.

The presentation of these metrics for the prior periods provided in this Form 10-K has been changed to conform to the current period presentation.

Total consolidated revenues and earnings before income taxes were not impacted.

The remaining $38.8 million of carryforwards has an indefinite utilization period.

Record Growth is comprised of stock record growth and interim record growth.

| | | | 2024 | | | | | | 2023 | | |

| Record Growth | | | | | | | | | | | |

“Russia-Related Exit Costs” are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates.

| Revenues | | | $ | 6,506.8 | | | | | $ | 6,060.9 | | | | | $ | 445.9 | | | | | 7 | | | | | |

| Total | | | $ | 6,506.8 | | | | | $ | 6,060.9 | | | | | $ | 445.9 | | | | | 7 | | |

- Distribution revenues increased $135.9 million, or 7%, driven by the impact of postage rate increases of approximately $116.3 million, as well as higher event-driven mailings.

The decreased expense of $4.3 million was primarily driven by improved performance on investments associated with our retirement plans and other investments compared to the prior year period.

The higher excess tax benefit related to equity compensation contributed to the increase in total discrete tax benefits.

| Other | | | (246.3) | | | | | | (200.5) | | | | | | (45.8) | | | | | | 23 | | |

| Total | | | $ | 877.4 | | | | | $ | 794.9 | | | | | $ | 82.5 | | | | | 10 | | |

| Total | | | $ | 200.3 | | | | | $ | 214.4 | | | | | $ | (14.1) | | | | | (7) | | |

| Total | | | $ | 4,857.9 | | | | | $ | 4,535.6 | | | | | $ | 322.3 | | | | | 7 | | |

- Event-driven revenues increased $74.2 million, or 35% driven by higher mutual fund proxy, equity proxy contests, and corporate action communications.

Operating expenses rose 5%, or $183.4 million, to $3,907.5 million primarily driven by higher distribution expenses, as well as higher technology and selling expenses.

◦Wealth and investment management rose 7% and 7%, respectively, driven by Net New Business and Internal Growth.

Other

(v) Russia-Related Exit Costs, which are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates.

| | | | | | | 2024 | | | | | | 2023 | | |

| Russia-Related Exit Costs (b) | | | | | | — | | | | | | 12.1 | | |

| Russia-Related Exit Costs (b) | | | | | | — | | | | | | 10.9 | | |

| Russia-Related Exit Costs | | | | | | — | | | | | | 0.09 | | |

(b)Russia-Related Exit Costs were $10.9 million for the fiscal year ended June 30, 2023, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023.

| Fiscal 2021 Term Loans (a) | | | May 2024 | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,178.5 | | | | | $ | — | | | | | $ | — | |

As of June 30, [removed: 2024, $1,117.9] [added: 2025, $1,012.6] million, or [removed: 33%,] [added: 31%,] of the Company’s total outstanding debt balance of [removed: $3,355.1] [added: $3,252.3] million is based on floating interest rates.

Our [removed: $1,117.9] [added: $1,012.6] million in variable rate debt at June 30, [removed: 2024] [added: 2025] consists of [added: our revolving credit facility, which, depending on] the [added: currency of the loan, bears interest at Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA and STIBOR, respectively, plus 1.000% (subject to multiple step-ups to 1.250% 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 2024 Amended Term Loan which bears 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).

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 and Fiscal 2024 Amended Term [removed: Loans] [added: Loan] during the fiscal year ended June 30, [removed: 2024.][added: 2025.]

Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt during the fiscal year ended June 30, [removed: 2024] [added: 2025] and June 30, [removed: 2023,] [added: 2024,] our pre-tax earnings would have decreased by approximately [removed: $14.4] [added: $13.8] million and [removed: $18.7] [added: $14.4] million, respectively; however, for both years, this would have been offset by interest earned on cash balances.

While the substantial majority of our business is conducted within the U.S., approximately 14% of our fiscal year [removed: 2024] [added: 2025] revenues were earned outside of the U.S. Our operations outside of the U.S. primarily reside in Canada, Europe and India.

At June 30, [removed: 2024,] [added: 2025,] the fair value of these derivatives is [removed: an asset] [added: a liability] of [removed: $59.9] [added: $24.6] million.

Refer to Note 19, “Contractual Commitments, Contingencies, and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item [removed: 8 of Part II of this Annual Report on Form 10-K for additional details on our cross-currency swap derivative contracts.][added: 8.]

For the fiscal year ended June 30, [removed: 2024] [added: 2025] and June 30, [removed: 2023,] [added: 2024,] 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 [removed: $22.5] [added: $23.9] million and [removed: $15.2] [added: $22.5] million, respectively.

of Part II of this Annual Report on Form 10-K for additional details on our cross-currency swap derivative contracts.

Broadridge, a Delaware [removed: corporation and a part of the S&P 500® Index (“S&P”),] [added: corporation,] is a global financial technology leader powering investing, corporate governance, and communications.

The Investor Communication Solutions segment is the larger of our two business segments and its revenues represented approximately [removed: 75%] [added: 74%] and 75% of our total Revenues in fiscal years [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, including the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.

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 [removed: paper,] telephone, [removed: online] [added: online, mobile,] or [removed: mobile app.][added: paper.]

We have the ability to combine [removed: stockholder] [added: shareholder] communications for multiple stockholders residing at the same [removed: address which we accomplish by having ascertained the delivery preferences of investors.][added: address.]

Instead, a substantial majority of all public companies’ shares are held in “street [removed: name,”] [added: 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 & [removed: Co.,”] [added: Co.”] the name used by The Depository Trust and Clearing Corporation [removed: (“DTCC”),] [added: (“DTC”),] which holds shares on behalf of its participant broker-dealers and banks.

As [removed: DTCC’s] [added: DTC’s] role is only as the custodian, a number of mechanisms have been developed in order to pass the legal rights [removed: it] [added: 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 [removed: DTCC] [added: DTC] executes to transfer its voting rights to its participant Nominees.

Nominees accomplish this by entering into agreements with Broadridge and transferring to [removed: us] [added: us,] via powers of [removed: attorney] [added: attorney,] the authority to execute a proxy, which authority the Nominee receives from [removed: the DTCC] [added: DTC] via an omnibus proxy.

As it would increase the costs for companies and funds to work with [removed: all of] the Nominees through which their shares are held [removed: beneficially,] [added: beneficially on an individual basis,] companies and funds work with us for the performance of [removed: all] 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.

In addition, the NYSE rules establish fees for certain services provided by [removed: intermediaries] [added: intermediaries,] such as [removed: Broadridge] [added: Broadridge,] in the proxy process.

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 [removed: print,] e-delivery, online, [added: mobile,] and [removed: mobile.][added: print.]

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 [removed: events] [added: 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.

Our [removed: pass-through voting solutions support] [added: Pass-Through Voting solution supports] fund clients in providing individual investors the ability to participate in the proxy voting process, helping them to expand their investor engagement efforts and receive valuable input for important investment decisions.

[removed: Broadridge’s institutional] [added: Our] solution [added: for institutional investors] helps asset managers split the vote in portfolio companies and pass [added: the ability to vote] directly to institutional investors on a proportional basis.

For retail investors, our solutions allow funds to poll their investors on voting preferences and [removed: provides] [added: provide] investors the ability to give voting instructions, set standard voting preferences, or [removed: potentially] cast a vote at pre-determined meetings.

[removed: In addition, we] [added: We also] provide international corporate governance solutions addressing our clients’ needs within Europe, the Middle East and Africa (“EMEA”) and the Asia-Pacific (“APAC”) region.

These solutions include institutional and retail global proxy [removed: services] [added: services,] and shareholder [removed: data] [added: disclosure management] and [removed: analytics.][added: analytics for both financial intermediaries and corporate issuers.]

Our international solutions help clients [removed: sharpen] focus on their core businesses while helping them maintain global [added: and local] regulatory compliance, reduce costs, improve efficiency and gain data insights.

We also provide support to fund managers with document and data dissemination in the [added: UK and] European [removed: market.][added: markets, enabling the receipt by distributors and investors of information supporting fund sales.]

Through our Retirement and Workplace Solutions business (“Broadridge Retirement and Workplace”), we provide automated mutual fund and exchange-traded funds trade processing services for financial institutions that submit trades on behalf of their [removed: clients such as] [added: clients, including] qualified and non-qualified retirement plans and individual wealth accounts.

Our trust, trading and settlement services are integrated into our product [removed: suite thereby] [added: suite,] strengthening [removed: Broadridge’s] [added: our] role as a provider of insight, technology, and business process outsourcing to the asset management, wealth, and retirement industry.

Our services provide corporate issuers a single source solution that spans the entire [removed: corporate disclosure and] shareholder communications [added: and corporate disclosure] lifecycle.

Our [added: shareholder meetings and proxy services and our corporate] governance and [removed: communications] [added: sustainability] services include a full suite of annual meeting and shareholder engagement solutions:

- [removed: We] [added: 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.

- [removed: Our ESG] [added: Sustainability] services [added: - we] provide consulting in support of issuers and their [removed: ESG journey.][added: sustainability initiatives.]

The services include peer [removed: ESG] [added: governance and sustainability] disclosure benchmarking, [removed: ESG] [added: sustainability] strategy and policy development, greenhouse gas emission assessments, and [removed: ESG and] sustainability [removed: report content development.][added: data management and reporting.]

We also offer [removed: an ESG] [added: a Governance and Sustainability] dashboard that provides [removed: ESG] consensus ratings to allow corporate issuers to assess the progress of their [removed: ESG] [added: Governance and Sustainability] ratings and disclosure relative to their selection of peer companies.

Our [added: regulatory filings and] disclosure solutions provide compliance reporting and transactional reporting services for public companies, including the following:

- [removed: SEC] [added: 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.

We support financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with [removed: their] omni-channel customer communications management strategies for [added: their] transactional communications, [removed: such as] [added: including] statements and bills, marketing communications, such as personalized microsites and campaigns, and regulatory communications, such as trade confirmations and [removed: explanation] [added: explanations] of benefits.

- deliver customer communications across print, digital, email, short message service (“SMS”) and emerging channels, such as interactive [removed: microsites and personal cloud services,] [added: microsites,] with one connection; and

Our Global Technology and Operations business provides [removed: the non-differentiating yet mission-critical] [added: mission-critical, scale] infrastructure to the global financial markets.

Our highly scalable, resilient, component-based [removed: solutions automate] [added: 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.

The Global Technology and Operations segment’s revenues represented approximately [removed: 25%] [added: 26%] and 25% of our total Revenues in fiscal years [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S. dollar.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” [removed: Services] [added: We provide the following services] and solutions [removed: offered] through [removed: the] [added: our] Global Technology and Operations [removed: segment include the following:][added: segment:]

Our capital markets [removed: technology] [added: platform] and [removed: our] solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.

Largely provided on a SaaS basis within large user communities, [removed: Broadridge’s] [added: our] technology is a global solution, processing trades, clearance and settlement in over [removed: 100 countries.][added: 90 markets.]

These services include [removed: reference] data management, securities financing, securities-based lending, collateral management, trade and transaction reporting, reconciliations, financial messaging, and asset servicing.

[removed: It] [added: Our solution includes extensive support for mortgage-backed securities and other structured products, and] is a multi-currency, multi-entity solution that provides position and balance information, in addition to detailed accounting, financing, collateral management, and repurchase agreement functionality.

Our trusted expertise and transformative technology solutions help financial services companies enhance investor engagement, optimize trading and investing, and digitize communications.

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.

We provide a range of corporate issuer solutions that revolve around shareholder meetings and proxy, corporate governance and sustainability, regulatory filings and disclosure, and stock transfer services.

We are advancing our capabilities and market offering through distributed ledger technology in repo markets, and leading across capital markets in the application of artificial intelligence (“AI”) as a service.

Our acquisition of Kyndryl’s Securities Industry Services (“SIS”) business in 2024 has 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.

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.

Matrix Trust maintains an Identity Theft Prevention Program as required by the Red Flags Rule under the Fair Credit Reporting Act.

As of June 30, 2025, we had approximately 15,000 full-time associates spanning 21 countries.

In addition, the Board receives regular updates on talent and other human capital matters.

While our Associate Networks each have a specific focus, membership is open to everyone at Broadridge.

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 an array of online courses and both virtual and on-site training programs, known as Broadridge University.

Our initiatives include career advancement programs from leading business schools, leadership development and mentoring opportunities, and a tuition reimbursement plan.

We also encourage participation in external learning opportunities and events.

Our AI Academy offers voluntary learning paths and courses for our associates to establish a robust foundation in AI.

You can also access our Investor Relations page at www.broadridge-ir.com.

Our trusted expertise and transformative technology provide the infrastructure and data to help improve our clients’ business performance and operational efficiency and modernize the investor experience.

These services include prospectus delivery and the distribution of annual and semi-annual shareholder reports.

Our clients have the ability to create and distribute these communications via print, e-delivery, online, and mobile.

This enables the receipt by distributors and investors of complete, accurate, and timely information supporting fund sales.

We provide governance and communications services to corporate issuers supporting a full range of public company functions, including the annual meeting of stockholders, SEC reporting, capital markets transactions, transfer agency, shareholder engagement, and ESG solutions.

Our solution includes extensive support for mortgage-backed securities and other structured products.

In furtherance of this principle, client satisfaction is a component of every full-time Broadridge associate’s compensation.

Our strategy centers on four key pillars: architecture, data, cyber and data security, and AI*.*

At June 30, 2024, BBPO was in compliance with this capital requirement.

At June 30, 2024, Matrix Trust was in compliance with its capital requirements.

Matrix Trust maintains an Identity Theft Prevention Program for certain of its services.

As of June 30, 2024, we had approximately 14,600 full-time associates, of which approximately 45% were employed in the U.S. Of the approximately 55% of associates located outside of the U.S., 40% are in the APAC region, where a substantial number of associates are in India, 11% are in Europe, and 4% are in Canada.

In addition, the Board receives regular updates on talent and other human capital matters such as culture, attrition, retention, and diversity, equity and inclusion (“DEI”) initiatives and practices, including an annual update from our Chief Diversity Officer.

Recognized as 2024 Best Workplaces in Ireland and UK, as well as Best Workplaces in Technology (Ireland) and Best Workplaces for Development (UK).

The Great Place to Work Institute is a global authority on high-trust, high-performance workplaces.

Diversity, Equity and Inclusion

We are dedicated to fostering a diverse, equitable, inclusive, and healthy environment.

As a leading provider of technology, communications, and data and analytics solutions to businesses around the world, we must understand, embrace and operate in a multicultural environment.

Every associate has unique strengths, which, when fully appreciated and embraced, enable everyone to perform at their best, leading to our success.

Our goal is to ensure our associates at every level of the organization represent the diversity of the clients we serve and the communities in which we work.

We are committed to advancing DEI initiatives and values as part of our culture.

Our commitment to developing a diverse workforce is evidenced by the fact that a component of our Executive Leadership Team’s compensation is based on achievement of DEI goals.

We have an Executive Diversity Council, chaired by our President, that meets quarterly and provides insight and recommendations on critical DEI-related opportunities and challenges.

Broadridge’s Associate Networks currently include: B.Pride, Disability Equity Associate Network (DEAN), Lead For Next (LFN), MultiCultural Associate Network (MCAN), Veteran + First Responder Network (VFN), Women’s Leadership Forum (WLF), Family Care Network (FCN), and BeGreen.

Together, these networks support the LQBTQ+ community, associates with disabilities, young professionals, multicultural backgrounds, veterans and first responders, women, associates with caregiving responsibilities, and associates with a passion for sustainability.

We have a Chief Diversity Officer, who implements a holistic DEI strategy and partners with our business units to develop the resources and competencies needed to drive this strategy.

Our Chief Diversity Officer reports to our President, is a member of the Executive Diversity Council and Executive Leadership Team, and provides regular updates to our Chief Executive Officer and Board of Directors.

In addition, the Chief Diversity Officer serves as an advisor on global initiatives, such as our Associate Networks, and our recruitment and compliance efforts.

We continue to progress our DEI initiatives building off the opportunities identified in our inaugural DEI survey in 2022, which ran globally, and over 7,000 associates across 19 countries participated.

The results of our inaugural survey revealed that an overwhelming majority of our associates believe that 1) the importance of DEI is reflected in the priorities of Broadridge's business, 2) we were successful in advancing DEI initiatives over the past year, and 3) we create a physically and psychologically safe environment where associates feel they belong, and they are included and treated fairly.

We are committed to associate feedback to provide a comprehensive view of our organization’s culture, identify areas where improvements can be made to create a more welcoming and inclusive environment for all associates, and measure our progress over time.

We believe that our associates are among our most important assets.

Encouraging professional development opportunities is a core part of our culture.

One important resource we provide our associates is Broadridge University, a comprehensive suite of online courses and virtual and on-site training.

We offer career-enhancing programs from top business schools, leadership development and mentoring programs, have a tuition reimbursement program, and support participation in external learning opportunities.

You can also access our Investor Relations page through our main website at www.broadridge.com by clicking on the “Investor Relations” link, which is located at the top of our homepage.

For information concerning the Company’s legal proceedings, reference is made to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item [removed: 8 of Part II of this Annual Report on Form 10-K.][added: 8.]

of Part II of this Annual Report on Form 10-K.

For the Fiscal Year Ended June 30, [removed: 2024][added: 2025]

The aggregate market value, as of December 31, [removed: 2023,] [added: 2024,] of common stock held by non-affiliates of the registrant was [removed: $24,045,781,479.][added: $26,295,879,012.]

As of August 1, [removed: 2024,] [added: 2025,] there were [removed: 116,708,830] [added: 117,129,320] shares of the registrant’s common stock outstanding (excluding [removed: 37,752,297] [added: 37,331,807] shares held in treasury), par value $0.01 per share.

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year end of June 30, [removed: 2024] [added: 2025] are incorporated by reference into Part III.

| ITEM 1. | | | [removed: [Business](#i659d06544acf4988af6045643675274c_16)] [added: [Business](#if74d5ebc296143a585cccb668a099d47_16)] | | | [removed: [4](#i659d06544acf4988af6045643675274c_16)] [added: [4](#if74d5ebc296143a585cccb668a099d47_16)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i659d06544acf4988af6045643675274c_19)] [added: Factors](#if74d5ebc296143a585cccb668a099d47_19)] | | | [removed: [18](#i659d06544acf4988af6045643675274c_19)] [added: [17](#if74d5ebc296143a585cccb668a099d47_19)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i659d06544acf4988af6045643675274c_22)] [added: Comments](#if74d5ebc296143a585cccb668a099d47_22)] | | | [removed: [26](#i659d06544acf4988af6045643675274c_22)] [added: [25](#if74d5ebc296143a585cccb668a099d47_22)] | | |

| ITEM 1C. | | | [removed: [Cybersecurity](#i659d06544acf4988af6045643675274c_1791)] [added: [Cybersecurity](#if74d5ebc296143a585cccb668a099d47_25)] | | | [removed: [26](#i659d06544acf4988af6045643675274c_1791)] [added: [26](#if74d5ebc296143a585cccb668a099d47_25)] | | |

| ITEM 2. | | | [removed: [Properties](#i659d06544acf4988af6045643675274c_25)] [added: [Properties](#if74d5ebc296143a585cccb668a099d47_28)] | | | [removed: [27](#i659d06544acf4988af6045643675274c_25)] [added: [27](#if74d5ebc296143a585cccb668a099d47_28)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i659d06544acf4988af6045643675274c_28)] [added: Proceedings](#if74d5ebc296143a585cccb668a099d47_31)] | | | [removed: [27](#i659d06544acf4988af6045643675274c_28)] [added: [27](#if74d5ebc296143a585cccb668a099d47_31)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i659d06544acf4988af6045643675274c_31)] [added: Disclosures](#if74d5ebc296143a585cccb668a099d47_34)] | | | [removed: [28](#i659d06544acf4988af6045643675274c_31)] [added: [27](#if74d5ebc296143a585cccb668a099d47_34)] | | |

| [PART [removed: II.](#i659d06544acf4988af6045643675274c_34)] [added: II.](#if74d5ebc296143a585cccb668a099d47_37)] | | | | | | [removed: [29](#i659d06544acf4988af6045643675274c_34)] [added: [28](#if74d5ebc296143a585cccb668a099d47_37)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i659d06544acf4988af6045643675274c_37)] [added: Securities](#if74d5ebc296143a585cccb668a099d47_40)] | | | [removed: [29](#i659d06544acf4988af6045643675274c_37)] [added: [28](#if74d5ebc296143a585cccb668a099d47_40)] | | |

| ITEM 6. | | | [removed: [Reserved](#i659d06544acf4988af6045643675274c_40)] [added: [Reserved](#if74d5ebc296143a585cccb668a099d47_43)] | | | [removed: [31](#i659d06544acf4988af6045643675274c_40)] [added: [30](#if74d5ebc296143a585cccb668a099d47_43)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i659d06544acf4988af6045643675274c_43)] [added: Operations](#if74d5ebc296143a585cccb668a099d47_46)] | | | [removed: [31](#i659d06544acf4988af6045643675274c_43)] [added: [30](#if74d5ebc296143a585cccb668a099d47_46)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i659d06544acf4988af6045643675274c_79)] [added: Risk](#if74d5ebc296143a585cccb668a099d47_85)] | | | [removed: [52](#i659d06544acf4988af6045643675274c_79)] [added: [47](#if74d5ebc296143a585cccb668a099d47_85)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i659d06544acf4988af6045643675274c_82)] [added: Data](#if74d5ebc296143a585cccb668a099d47_88)] | | | [removed: [54](#i659d06544acf4988af6045643675274c_82)] [added: [49](#if74d5ebc296143a585cccb668a099d47_88)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i659d06544acf4988af6045643675274c_190)] [added: Disclosure](#if74d5ebc296143a585cccb668a099d47_196)] | | | [removed: [98](#i659d06544acf4988af6045643675274c_190)] [added: [95](#if74d5ebc296143a585cccb668a099d47_196)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i659d06544acf4988af6045643675274c_193)] [added: Procedures](#if74d5ebc296143a585cccb668a099d47_199)] | | | [removed: [98](#i659d06544acf4988af6045643675274c_193)] [added: [95](#if74d5ebc296143a585cccb668a099d47_199)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i659d06544acf4988af6045643675274c_196)] [added: Information](#if74d5ebc296143a585cccb668a099d47_202)] | | | [removed: [99](#i659d06544acf4988af6045643675274c_196)] [added: [96](#if74d5ebc296143a585cccb668a099d47_202)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i659d06544acf4988af6045643675274c_199)] [added: Inspections](#if74d5ebc296143a585cccb668a099d47_208)] | | | [removed: [99](#i659d06544acf4988af6045643675274c_199)] [added: [96](#if74d5ebc296143a585cccb668a099d47_208)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i659d06544acf4988af6045643675274c_205)] [added: Governance](#if74d5ebc296143a585cccb668a099d47_214)] | | | [removed: [100](#i659d06544acf4988af6045643675274c_205)] [added: [97](#if74d5ebc296143a585cccb668a099d47_214)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i659d06544acf4988af6045643675274c_208)] [added: Compensation](#if74d5ebc296143a585cccb668a099d47_217)] | | | [removed: [100](#i659d06544acf4988af6045643675274c_208)] [added: [97](#if74d5ebc296143a585cccb668a099d47_217)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i659d06544acf4988af6045643675274c_211)] [added: Matters](#if74d5ebc296143a585cccb668a099d47_220)] | | | [removed: [100](#i659d06544acf4988af6045643675274c_211)] [added: [97](#if74d5ebc296143a585cccb668a099d47_220)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i659d06544acf4988af6045643675274c_214)] [added: Independence](#if74d5ebc296143a585cccb668a099d47_223)] | | | [removed: [100](#i659d06544acf4988af6045643675274c_214)] [added: [97](#if74d5ebc296143a585cccb668a099d47_223)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i659d06544acf4988af6045643675274c_217)] [added: Services](#if74d5ebc296143a585cccb668a099d47_226)] | | | [removed: [100](#i659d06544acf4988af6045643675274c_217)] [added: [97](#if74d5ebc296143a585cccb668a099d47_226)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i659d06544acf4988af6045643675274c_223)] [added: Schedules](#if74d5ebc296143a585cccb668a099d47_232)] | | | [removed: [101](#i659d06544acf4988af6045643675274c_223)] [added: [98](#if74d5ebc296143a585cccb668a099d47_232)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i659d06544acf4988af6045643675274c_226)] [added: Summary](#if74d5ebc296143a585cccb668a099d47_235)] | | | [removed: [101](#i659d06544acf4988af6045643675274c_226)] [added: [98](#if74d5ebc296143a585cccb668a099d47_235)] | | |

| [PART I.](#if74d5ebc296143a585cccb668a099d47_10) | | | | | | [3](#if74d5ebc296143a585cccb668a099d47_10) | | |

| [PART III.](#if74d5ebc296143a585cccb668a099d47_211) | | | | | | [97](#if74d5ebc296143a585cccb668a099d47_211) | | |

| [PART IV.](#if74d5ebc296143a585cccb668a099d47_229) | | | | | | [98](#if74d5ebc296143a585cccb668a099d47_229) | | |

| | | | [Signatures](#if74d5ebc296143a585cccb668a099d47_238) | | | [101](#if74d5ebc296143a585cccb668a099d47_238) | | |

| [PART I.](#i659d06544acf4988af6045643675274c_10) | | | | | | [3](#i659d06544acf4988af6045643675274c_10) | | |

| [PART III.](#i659d06544acf4988af6045643675274c_202) | | | | | | [100](#i659d06544acf4988af6045643675274c_202) | | |

| [PART IV.](#i659d06544acf4988af6045643675274c_220) | | | | | | [101](#i659d06544acf4988af6045643675274c_220) | | |

| | | | [Signatures](#i659d06544acf4988af6045643675274c_229) | | | [101](#i659d06544acf4988af6045643675274c_229) | | |

[removed: We maintain International Organization for Standardization (“ISO”) 27001 certification for most of our business units and core applications and facilities, and, where] [added: Where] applicable, [added: we] align to other industry standards or frameworks, including [added: the] Cloud Security Alliance’s Cloud Controls [removed: Matrix (“CSA CCM”),] [added: Matrix, the] Payment Card Industry Data Security [removed: Standard (“PCI DSS”),] [added: Standard, the] Health Insurance Portability and Accountability [removed: Act (“HIPAA”),] [added: Act,] and [removed: HITRUST] [added: the CSF HiTRUST] Common Security [removed: Framework (“HITRUST CSF”).][added: Framework.]

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 [added: 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, [removed: which is] 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 [removed: Privacy] [added: Technology] Officer, [added: Chief Compliance Officer,] and other senior executives of the Company.

- 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 [removed: procedures] [added: procedures,] designed to protect against unauthorized access to information;

- maintain global information security policies and procedures, including an incident response and crisis management plan [removed: which] [added: 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 [added: 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 [removed: reputation.,”] [added: reputation,”] included as part of our risk factor disclosures at Item [removed: 1A of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.][added: 1A.]

Our CISO has more than 25 years of experience in managing and leading cybersecurity functions [removed: which includes] [added: 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.

With respect to risk management, our CISO works closely with our Managing Director, Risk Management, and other members of our Risk Committee, [removed: including the President, Chief Financial Officer, Chief Legal Officer, and Chief Technology Officer,] who are responsible for reviewing and challenging, as necessary, the activities of our information security team.

The responsibilities of the Company’s Board [removed: of Directors (“Board”)] include oversight of our risk management processes.

The first method is [removed: through] the ERM process through which the Board receives regular reports from management regarding the most significant risks facing the Company.

We maintain International Organization for Standardization 27001 certification for our enterprise-wide information security management system and program.

of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

We are currently evaluating our program against the newly issued NIST Framework 2.0.

There were [removed: 8,492] [added: 8,111] stockholders of record of the Company’s common stock as of August 1, [removed: 2024.][added: 2025.]

On August [removed: 5, 2024,] [added: 4, 2025,] our Board [removed: of Directors increased] [added: approved an increase in] our quarterly cash dividend by [removed: $0.08] [added: $0.095] per share to [removed: $0.88] [added: $0.975] per share, an increase in our expected annual dividend amount from [removed: $3.20 to] $3.52 [added: to $3.90] per share.

The declaration and payment of future dividends to holders of our common stock will be at the discretion of our [removed: Board of Directors,] [added: Board,] and will depend upon many factors, including our financial condition, earnings, capital requirements of our businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board [removed: of Directors] deems relevant.

The following graph compares the cumulative total return on Broadridge common stock from June 30, [removed: 2019] [added: 2020] to June 30, [removed: 2024,] [added: 2025,] with the comparable cumulative return of the: (i) S&P 500 Index, [removed: (ii) S&P 500 Information Technology Index,] and [removed: (iii)] [added: (ii)] S&P 500 Industrials Index.

The graph assumes $100 was invested on June 30, [removed: 2019] [added: 2020] in our common stock and in each of the indices and assumes that all cash dividends are reinvested.

Comparison of Five Year Cumulative Total Return Among Broadridge Financial Solutions, Inc., S&P 500 Index, [removed: S&P 500 Information Technology Index,] and S&P 500 Industrials Index (in dollars)

[removed: ][added: ]

| | | | | | | June 30, [removed: 2019] [added: 2020] | | | | | | June 30, [removed: 2020] [added: 2021] | | | | | | June 30, [removed: 2021] [added: 2022] | | | | | | June 30, [removed: 2022] [added: 2023] | | | | | | June 30, [removed: 2023] [added: 2024] | | | | | | June 30, [removed: 2024] [added: 2025] | | |

| Broadridge Financial Solutions. Inc. Common Stock | | | | | | $ | 100.00 | | | | | $ | [removed: 100.73] [added: 130.03] | | | | | $ | [removed: 130.98] [added: 116.67] | | | | | $ | [removed: 117.52] [added: 138.21] | | | | | $ | [removed: 139.21] [added: 167.11] | | | | | $ | [removed: 168.33] [added: 209.37] | |

[removed: We] [added: In June 2024, we] elected to add the S&P 500 Industrials Index to align with S&P’s classification of Broadridge under the Global Industry Classification Standard (GICS®) within the Industrials sector.

The following table contains information about our purchases of our equity securities for each of the three months during our fourth fiscal quarter ended June 30, [removed: 2024:][added: 2025:]

(1)Includes [removed: 116,059] [added: 125,285] shares purchased from employees to pay taxes related to the vesting of restricted stock units.

(2)During the fiscal quarter ended June 30, [removed: 2024,] [added: 2025,] the Company repurchased [removed: 1,503,778] [added: 422,130] shares of common stock at an average price of [removed: $199.52] [added: $236.91] under its share repurchase program.

At June 30, [removed: 2024,] [added: 2025,] the Company had [removed: 7,251,347] [added: 6,829,217] shares available for repurchase under its share repurchase program.

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 140.77 | | | | | $ | 125.81 | | | | | $ | 150.43 | | | | | $ | 187.35 | | | | | $ | 215.71 | |

| S&P 500 Industrials Index | | | | | | $ | 100.00 | | | | | $ | 151.43 | | | | | $ | 131.09 | | | | | $ | 164.02 | | | | | $ | 189.39 | | | | | $ | 232.41 | |

We removed the S&P 500 Information Technology Index this fiscal year.

| April 1, 2025 – April 30, 2025 | | | 123,939 | | | | | | | | | $ | 244.72 | | | | | — | | | | | | 7,251,347 | | |

| May 1, 2025 – May 31, 2025 | | | 389,483 | | | | | | | | | 236.24 | | | | | | 388,140 | | | | | | 6,863,207 | | |

| June 1, 2025 – June 30, 2025 | | | 33,993 | | | | | | | | | 244.66 | | | | | | 33,990 | | | | | | 6,829,217 | | |

| Total | | | 547,415 | | | | | | | | | $ | 238.68 | | | | | 422,130 | | | | | | | | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 107.49 | | | | | $ | 151.32 | | | | | $ | 135.23 | | | | | $ | 161.69 | | | | | $ | 201.37 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 135.88 | | | | | $ | 193.48 | | | | | $ | 167.24 | | | | | $ | 234.58 | | | | | $ | 332.58 | |

| S&P 500 Industrials Index | | | | | | $ | 100.00 | | | | | $ | 90.95 | | | | | $ | 137.72 | | | | | $ | 119.22 | | | | | $ | 149.17 | | | | | $ | 172.25 | |

| April 1, 2024 – April 30, 2024 | | | 114,335 | | | | | | | | | $ | 203.23 | | | | | — | | | | | | 8,755,125 | | |

| May 1, 2024 – May 31, 2024 | | | 1,505,502 | | | | | | | | | 199.52 | | | | | | 1,503,778 | | | | | | 7,251,347 | | |

| June 1, 2024 – June 30, 2024 | | | — | | | | | | | | | — | | | | | | — | | | | | | 7,251,347 | | |

| Total | | | 1,619,837 | | | | | | | | | $ | 199.78 | | | | | 1,503,778 | | | | | | | | |

| [Report of Deloitte & Touche LLP Independent Registered Public Accounting [removed: Firm](#i659d06544acf4988af6045643675274c_88)] [added: Firm](#if74d5ebc296143a585cccb668a099d47_94)] (PCAOB ID No. [removed: 34[)](#i659d06544acf4988af6045643675274c_88)] [added: 34[)](#if74d5ebc296143a585cccb668a099d47_94)] | | | [removed: [55](#i659d06544acf4988af6045643675274c_88)] [added: [50](#if74d5ebc296143a585cccb668a099d47_94)] | | |

| [Consolidated Statements of Earnings for the Fiscal Years Ended June 30, [removed: 202](#i659d06544acf4988af6045643675274c_91)[4](#i659d06544acf4988af6045643675274c_91)[, 202](#i659d06544acf4988af6045643675274c_91)[3](#i659d06544acf4988af6045643675274c_91)[,] [added: 202](#if74d5ebc296143a585cccb668a099d47_97)[5](#if74d5ebc296143a585cccb668a099d47_97)[, 202](#if74d5ebc296143a585cccb668a099d47_97)[4](#if74d5ebc296143a585cccb668a099d47_97)[,] and [removed: 20](#i659d06544acf4988af6045643675274c_91)[2](#i659d06544acf4988af6045643675274c_91)[2](#i659d06544acf4988af6045643675274c_91)] [added: 202](#if74d5ebc296143a585cccb668a099d47_97)[3](#if74d5ebc296143a585cccb668a099d47_97)] | | | [removed: [57](#i659d06544acf4988af6045643675274c_91)] [added: [52](#if74d5ebc296143a585cccb668a099d47_97)] | | |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, [removed: 202](#i659d06544acf4988af6045643675274c_94)[4](#i659d06544acf4988af6045643675274c_94)[, 202](#i659d06544acf4988af6045643675274c_94)[3](#i659d06544acf4988af6045643675274c_94)[,] [added: 202](#if74d5ebc296143a585cccb668a099d47_100)[5](#if74d5ebc296143a585cccb668a099d47_100)[, 202](#if74d5ebc296143a585cccb668a099d47_100)[4](#if74d5ebc296143a585cccb668a099d47_100)[,] and [removed: 20](#i659d06544acf4988af6045643675274c_94)[2](#i659d06544acf4988af6045643675274c_94)[2](#i659d06544acf4988af6045643675274c_94)] [added: 202](#if74d5ebc296143a585cccb668a099d47_100)[3](#if74d5ebc296143a585cccb668a099d47_100)] | | | [removed: [58](#i659d06544acf4988af6045643675274c_94)] [added: [53](#if74d5ebc296143a585cccb668a099d47_100)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 202](#i659d06544acf4988af6045643675274c_97)[4](#i659d06544acf4988af6045643675274c_97)] [added: 202](#if74d5ebc296143a585cccb668a099d47_103)[5](#if74d5ebc296143a585cccb668a099d47_103)] [and [removed: 202](#i659d06544acf4988af6045643675274c_97)[3](#i659d06544acf4988af6045643675274c_97)] [added: 202](#if74d5ebc296143a585cccb668a099d47_103)[4](#if74d5ebc296143a585cccb668a099d47_103)] | | | [removed: [59](#i659d06544acf4988af6045643675274c_97)] [added: [54](#if74d5ebc296143a585cccb668a099d47_103)] | | |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, [removed: 202](#i659d06544acf4988af6045643675274c_100)[4](#i659d06544acf4988af6045643675274c_100)[, 202](#i659d06544acf4988af6045643675274c_100)[3](#i659d06544acf4988af6045643675274c_100)[,] [added: 202](#if74d5ebc296143a585cccb668a099d47_106)[5](#if74d5ebc296143a585cccb668a099d47_106)[, 202](#if74d5ebc296143a585cccb668a099d47_106)[4](#if74d5ebc296143a585cccb668a099d47_106)[,] and [removed: 202](#i659d06544acf4988af6045643675274c_100)[2](#i659d06544acf4988af6045643675274c_100)] [added: 202](#if74d5ebc296143a585cccb668a099d47_106)[3](#if74d5ebc296143a585cccb668a099d47_106)] | | | [removed: [60](#i659d06544acf4988af6045643675274c_100)] [added: [55](#if74d5ebc296143a585cccb668a099d47_106)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, [removed: 202](#i659d06544acf4988af6045643675274c_103)[4](#i659d06544acf4988af6045643675274c_103)[, 202](#i659d06544acf4988af6045643675274c_103)[3](#i659d06544acf4988af6045643675274c_103)[,] [added: 202](#if74d5ebc296143a585cccb668a099d47_109)[5](#if74d5ebc296143a585cccb668a099d47_109)[, 202](#if74d5ebc296143a585cccb668a099d47_109)[4](#if74d5ebc296143a585cccb668a099d47_109)[,] and [removed: 202](#i659d06544acf4988af6045643675274c_103)[2](#i659d06544acf4988af6045643675274c_103)] [added: 202](#if74d5ebc296143a585cccb668a099d47_109)[3](#if74d5ebc296143a585cccb668a099d47_109)] | | | [removed: [61](#i659d06544acf4988af6045643675274c_103)] [added: [56](#if74d5ebc296143a585cccb668a099d47_109)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i659d06544acf4988af6045643675274c_106)] [added: Statements](#if74d5ebc296143a585cccb668a099d47_112)] | | | [removed: [62](#i659d06544acf4988af6045643675274c_106)] [added: [57](#if74d5ebc296143a585cccb668a099d47_112)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#i659d06544acf4988af6045643675274c_187)] [added: Accounts](#if74d5ebc296143a585cccb668a099d47_193)] | | | [removed: [97](#i659d06544acf4988af6045643675274c_187)] [added: [94](#if74d5ebc296143a585cccb668a099d47_193)] | | |

We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended June 30, [removed: 2024,] [added: 2025,] and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of June 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

| Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using 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 and projections of earnings before interest and taxes, 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, including projections of revenues, and the selection of the terminal value growth rate and discount rate assumptions. During fiscal year [removed: 2024,] [added: 2025,] the Company performed the required impairment tests of goodwill and determined that there was no impairment. The Company also performed a sensitivity analysis under Step 1 of the goodwill impairment test assuming hypothetical reductions in the fair values of the reporting units. A 10% change in their estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in their calculations of the fair values of the reporting units would not result in an impairment of their goodwill. Auditing the fair value of a reporting unit within the Global Technology Operations (GTO) segment involved a high degree of subjectivity, including the need to involve our fair value specialists, as it relates to evaluating whether management’s judgments in determining whether the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, selection of terminal value growth rates and the weighted-average cost of capital used to determine the discount rates were appropriate. | | |

| | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenues | | | (Note 3) | | | | | | $ | [removed: 6,506.8] [added: 6,889.1] | | | | | $ | [removed: 6,060.9] [added: 6,506.8] | | | | | $ | [removed: 5,709.1] [added: 6,060.9] | |

| Cost of revenues | | | | | | | | | [removed: 4,572.9] [added: 4,752.3] | | | | | | [removed: 4,275.5] [added: 4,572.9] | | | | | | [removed: 4,116.9] [added: 4,275.5] | | |

| Selling, general and administrative expenses | | | | | | | | | [removed: 916.8] [added: 948.2] | | | | | | [removed: 849.0] [added: 916.8] | | | | | | [removed: 832.3] [added: 849.0] | | |

| Total operating expenses | | | | | | | | | [removed: 5,489.7] [added: 5,700.6] | | | | | | [removed: 5,124.5] [added: 5,489.7] | | | | | | [removed: 4,949.2] [added: 5,124.5] | | |

| Operating income | | | | | | | | | [removed: 1,017.1] [added: 1,188.6] | | | | | | [removed: 936.4] [added: 1,017.1] | | | | | | [removed: 759.9] [added: 936.4] | | |

| Interest expense, net | | | (Note 5) | | | | | | [removed: (138.1)] [added: (122.7)] | | | | | | [removed: (135.5)] [added: (138.1)] | | | | | | [removed: (84.7)] [added: (135.5)] | | |

| Other non-operating expenses, net | | | | | | | | | [removed: (1.7)] [added: (7.1)] | | | | | | [removed: (6.0)] [added: (1.7)] | | | | | | [removed: (3.0)] [added: (6.0)] | | |

| Earnings before income taxes | | | | | | | | | [removed: 877.4] [added: 1,058.7] | | | | | | [removed: 794.9] [added: 877.4] | | | | | | [removed: 672.2] [added: 794.9] | | |

| Provision for income taxes | | | (Note 18) | | | | | | [removed: 179.3] [added: 219.2] | | | | | | [removed: 164.3] [added: 179.3] | | | | | | [removed: 133.1] [added: 164.3] | | |

| Net earnings | | | | | | | | | $ | [removed: 698.1] [added: 839.5] | | | | | $ | [removed: 630.6] [added: 698.1] | | | | | $ | [removed: 539.1] [added: 630.6] | |

| Basic earnings per share | | | | | | | | | $ | [removed: 5.93] [added: 7.17] | | | | | $ | [removed: 5.36] [added: 5.93] | | | | | $ | [removed: 4.62] [added: 5.36] | |

| Diluted earnings per share | | | | | | | | | $ | [removed: 5.86] [added: 7.10] | | | | | $ | [removed: 5.30] [added: 5.86] | | | | | $ | [removed: 4.55] [added: 5.30] | |

| Basic | | | (Note 4) | | | | | | [removed: 117.7] [added: 117.1] | | | | | | 117.7 | | | | | | [removed: 116.7] [added: 117.7] | | |

| Diluted | | | (Note 4) | | | | | | [removed: 119.1] [added: 118.3] | | | | | | [removed: 119.0] [added: 119.1] | | | | | | [removed: 118.5] [added: 119.0] | | |

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net earnings | | | | | | $ | [removed: 698.1] [added: 839.5] | | | | | $ | [removed: 630.6] [added: 698.1] | | | | | $ | [removed: 539.1] [added: 630.6] | |

| Foreign currency translation adjustments | | | | | | [removed: (46.8)] [added: 56.7] | | | | | | [removed: (59.4)] [added: (46.8)] | | | | | | [removed: (247.0)] [added: (59.4)] | | |

| Pension and post-retirement liability adjustment, net of tax benefit (provision) of [removed: $0.4, $(0.1)] [added: $(0.4), $0.4] and [removed: $(3.4)] [added: $(0.1)] for the years ended June 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively | | | | | | [removed: (1.1)] [added: 1.3] | | | | | | [removed: 0.2] [added: (1.1)] | | | | | | [removed: 10.6] [added: 0.2] | | |

| Cash flow hedge amortization, net of taxes of $(0.3), $(0.3), and [removed: $(0.2)] [added: $(0.3)] for the years ended June 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively | | | | | | 0.8 | | | | | | 0.8 | | | | | | 0.8 | | |

| Total other comprehensive income (loss), net | | | | | | [removed: (47.0)] [added: 58.8] | | | | | | [removed: (58.4)] [added: (47.0)] | | | | | | [removed: (235.6)] [added: (58.4)] | | |

| Comprehensive income | | | | | | $ | [removed: 651.1] [added: 898.3] | | | | | $ | [removed: 572.2] [added: 651.1] | | | | | $ | [removed: 303.6] [added: 572.2] | |

| | | | [added: June 30, 2025] | | | | | | June 30, 2024 | | | | | | June 30, 2023 | | |

| Cash and cash equivalents | | | | | | | | | $ | [removed: 304.4] [added: 561.5] | | | | | $ | [removed: 252.3] [added: 304.4] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $9.7] [added: $12.5] and [removed: $7.2,] [added: $9.7,] respectively | | | | | | | | | [removed: 1,065.6] [added: 1,077.1] | | | | | | [removed: 974.0] [added: 1,065.6] | | |

| Other current assets | | | | | | | | | [removed: 170.9] [added: 178.5] | | | | | | [removed: 166.2] [added: 170.9] | | |

| Total current assets | | | | | | | | | [removed: 1,540.9] [added: 1,817.1] | | | | | | [removed: 1,392.5] [added: 1,540.9] | | |

August 5, 2025

| Net earnings | | | | | | $ | 839.5 | | | | | $ | 698.1 | | | | | $ | 630.6 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 839.5 | | | | | | — | | | | | | 58.8 | | | | | | 898.3 | | |

| Balances, June 30, 2025 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,663.0 | | | | | $ | 3,862.5 | | | | | $ | (2,599.0) | | | | | $ | (272.9) | | | | | $ | 2,655.1 | |

The principal markets in which the Company operates are located in North America and Europe.

In addition to proxy services, Broadridge also provides 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.

Through its Fund Communication Solutions business, Broadridge provides fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance, and disseminate information across multiple jurisdictions.

Broadridge also provides 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.

Broadridge also provides 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.

Broadridge also provides a range of corporate solutions that revolve around shareholder meetings and proxy, corporate governance and sustainability, regulatory filings and disclosure, and stock transfer services.

Broadridge services provide corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications and corporate disclosure lifecycle.

Broadridge shareholder meetings and proxy services and corporate governance and sustainability governance and communications services include a full suite of annual meeting and shareholder engagement solutions which include proxy services, virtual shareholder meeting services, shareholder engagement, and governance and sustainability services.

Pursuant to provisions under the Inflation Reduction Act, the Company purchased transferable federal tax credits during fiscal year 2025.

Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended June 30, 2025.

Purchased tax credits that will offset the current income tax liability are recorded as an adjustment to income taxes payable or refundable.

The cash payments made for income taxes as disclosed on the Consolidated Statement of Cash Flows include amounts paid to third parties for the purchase of tax credits.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

Certain provisions are effective for Broadridge beginning with the fiscal year ending June 30, 2026.

We are evaluating the future impact of these tax law changes on our financial statements.

The adoption of ASU No. 2023-07 impacted disclosures only.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires an entity to disclose additional information about specific expense categories.

ASU No. 2024-03 is effective for the Company in the fourth quarter of fiscal year 2028.

The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements.

Upon adoption, this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

Early adoption of the amendments is permitted.

In December 2023, the FASB issued ASU 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”), which addresses the accounting and disclosure requirements for certain crypto assets.

ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period.

Under current accounting requirements, the Company’s crypto asset holdings are accounted for as indefinite-lived intangible assets in accordance with ASC 350, “Intangibles - Goodwill and Other”.

The assets are carried at cost and reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

The current cost basis of the crypto assets is immaterial.

| Distribution revenues | | | 2,062.0 | | | | | | 1,999.0 | | | | | | 1,863.1 | | |

| Total Revenues | | | $ | 6,889.1 | | | | | $ | 6,506.8 | | | | | $ | 6,060.9 | |

Pro forma information for these acquired businesses is not provided because they did not have a material effect, individually or in the aggregate, on the Company’s consolidated results of operations.

FISCAL YEAR 2025 BUSINESS COMBINATION

SIS

On November 1, 2024, the Company acquired Kyndryl’s Securities Industry Services (“SIS”) business (“SIS Business”) to provide wealth management, capital markets, and information technology solutions in Canada.

SIS is included in the Company’s GTO reportable segment.

- For tax purposes, Goodwill is amortizable and tax deductible.

- Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a ten\-year life.

- Our discussions with the Canadian Competition Bureau are ongoing.

August 6, 2024

| Balances, June 30, 2021 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,245.5 | | | | | $ | 2,583.8 | | | | | $ | (2,030.9) | | | | | $ | 9.2 | | | | | $ | 1,809.1 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 539.1 | | | | | | — | | | | | | (235.6) | | | | | | 303.6 | | |

ProxyEdge® (“ProxyEdge”) is Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies.

Broadridge has implemented digital applications to make voting easier for retail investors.

Broadridge also provides the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.

Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including a full suite of annual meeting and shareholder engagement solutions such as registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services, shareholder engagement and environmental, social and governance solutions.

Broadridge provides registrar, stock transfer and record-keeping services through its transfer agency services.

Beginning with the first quarter of fiscal year 2023, the Company changed reporting for segment revenues, segment earnings (loss) before income taxes, and segment amortization of acquired intangibles and purchased intellectual property to reflect the impact of actual foreign exchange rates applicable to the individual periods presented.

The presentation of these metrics for the prior periods provided in this Form 10-K has been changed to conform to the current period presentation.

Total consolidated revenues and earnings before income taxes were not impacted.

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU No. 2021-08”), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

The Company is currently assessing the impact that the adoption of ASU No. 2023-07 will have on its Consolidated Financial Statements.

The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Securities (a) | | | | | | 141.3 | | | | | | — | | | | | | — | | | | | | 141.3 | | |

| Total assets as of June 30, 2023 | | | | | | $ | 142.0 | | | | | $ | 66.7 | | | | | $ | — | | | | | $ | 208.7 | |

| Total liabilities as of June 30, 2023 | | | | | | $ | — | | | | | $ | — | | | | | $ | 12.0 | | | | | $ | 12.0 | |

| 2025 | | | $ | 45.2 | |

| 2026 | | | 40.7 | | |

| 2027 | | | 38.7 | | |

| 2028 | | | 34.3 | | |

| 2029 | | | 28.0 | | |

| Thereafter | | | 71.0 | | |

| | | | | | | 606.6 | | | | | | 553.9 | | |

| Goodwill, gross, at June 30, 2022 | | | | | | $ | 1,043.7 | | | | | $ | 2,441.2 | | | | | $ | 3,484.9 | |

| Additions | | | | | | — | | | | | | — | | | | | | — | | |

| Goodwill, net, at June 30, 2023 | | | | | | $ | 1,042.8 | | | | | $ | 2,418.8 | | | | | $ | 3,461.6 | |

| | | | | | | $ | 2,649.2 | | | | | $ | (1,342.0) | | | | | $ | 1,307.2 | | | | | $ | 2,550.2 | | | | | $ | (1,082.9) | | | | | $ | 1,467.2 | |

| 2025 | | | | | | $ | 276.0 | |

| 2026 | | | | | | 253.5 | | |

| 2027 | | | | | | 164.1 | | |

| 2028 | | | | | | 125.1 | | |

| 2029 | | | | | | 45.2 | | |

| Thereafter | | | | | | 443.2 | | |

| Total | | | | | | $ | 1,307.2 | |

| Fiscal 2021 Term Loans (a) | | | May 2024 | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,178.5 | | | | | $ | — | | | | | $ | — | |

| Total | | | | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,178.5 | | | | | $ | — | | | | | $ | — | |

| U.S. dollar tranche | | | April 2026 | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,100.0 | | | | | $ | — | |

Attached as Exhibits 31.1 and 31.2 to this Form 10-K are certifications of Broadridge’s Chief Executive Officer and [removed: Interim] 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 [removed: 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K and is hereby incorporated herein by reference.][added: 8.]

Our management, with the participation of our Chief Executive Officer and [removed: Interim] Chief Financial Officer as of June 30, [removed: 2024,] [added: 2025,] evaluated the effectiveness of our disclosure controls as defined in Rule 13a-15(e) under the Exchange Act.

The Chief Executive Officer and [removed: Interim] Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, [removed: 2024] [added: 2025] 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 [removed: Interim] Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Management has performed an assessment of the effectiveness of Broadridge’s internal control over financial reporting as of June 30, [removed: 2024] [added: 2025] 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, [removed: 2024.][added: 2025.]

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 [removed: 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.][added: 8.]

| | | | | | | [removed: Vice] [added: Corporate Vice] President, [removed: Interim] Chief Financial Officer | | |

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, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

“Financial Statements and Supplementary Data” in this Annual Report on Form 10-K and is hereby incorporated herein by reference.

“Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

August 5, 2025

August 6, 2024

The [removed: Perry] [added: Gokey] 10b5-1 Plan allows for [added: (1)] the contemporaneous exercise of options and sale of up to [removed: 42,045] [added: 146,392] underlying shares of the Company’s common stock received upon exercise, [added: and (2) the sale of up to 22,349 shares of the Company’s common stock,] subject to the satisfaction of the Company’s stock retention and holding period requirements.

The [removed: Perry] [added: Gokey] 10b5-1 Plan will expire on [removed: May 31, 2025.][added: February 13, 2026.]

On May [removed: 17, 2024,] [added: 14, 2025,] the Company’s Chief Executive Officer, Timothy C.

[removed: Each of the Perry 10b5-1 Plan and] [added: The] Gokey 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

On May 15, 2024, the Company’s President, Christopher Perry, adopted a Rule 10b5-1 trading arrangement (the “Perry 10b5-1 Plan”) for the sale of securities of the Company.

The Gokey 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 61,349 underlying shares of the Company’s common stock received upon exercise, subject to the satisfaction of the Company’s stock retention and holding period requirements.

The Gokey 10b5-1 Plan will expire on November 17, 2024.

We incorporate by reference the information responsive to this Item appearing in our definitive proxy statement to be filed within 120 days after the fiscal year ended June 30, [removed: 2024] [added: 2025] (the “Proxy Statement”).

The Consolidated Financial Statements are listed under Item [removed: 8 of this Annual Report on Form 10-K.][added: 8.]

Schedule II—Valuation and Qualifying Accounts is listed under Item [removed: 8 of this Annual Report on Form 10-K.][added: 8.]

of this Annual Report on Form 10-K.

of this Annual Report on Form 10-K.

Date: August [removed: 6, 2024][added: 5, 2025]

| /s/ TIMOTHY C. GOKEY | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /s/ ASHIMA GHEI | | | | | | [added: Corporate] Vice President, [removed: Interim] Chief Financial Officer [removed: (Interim Principal] [added: (Principal] Financial and Accounting Officer) | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /s/ RICHARD J. DALY | | | | | | Executive Chairman of the Board of Directors | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /S/ [removed: LESLIE A. BRUN] [added: EILEEN K. MURRAY] | | | | | | Lead Independent Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /S/ PAMELA L. CARTER | | | | | | Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /S/ ROBERT N. DUELKS | | | | | | Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /S/ MELVIN L. FLOWERS | | | | | | Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /S/ BRETT A. KELLER | | | | | | Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /S/ MAURA A. MARKUS | | | | | | Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /s/ ANNETTE L. NAZARETH | | | | | | Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| /S/ AMIT K. ZAVERY | | | | | | Director | | | August [removed: 6, 2024] [added: 5, 2025] | | |

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000040/exhibit32arbylaws2019.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000012/ex32amended_andxrestatedxb.htm)] | | | | | | [Amended and Restated By-laws of Broadridge Financial Solutions, Inc. [removed: amended as of August 6, 2019] [added: dated February 4, 2025] (incorporated by reference to Exhibit 3.2 to Form 8-K filed on [removed: August 6, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000040/exhibit32arbylaws2019.htm)] [added: February](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000012/ex32amended_andxrestatedxb.htm) [5](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000012/ex32amended_andxrestatedxb.htm)[, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000012/ex32amended_andxrestatedxb.htm)] | | | | | | | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex46description_ofxsecurit.htm)] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm) [(](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[i](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[ncorporated by reference to Exhibit 4.6 to Form 10-K filed on Au](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[gust 8, 202](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[3)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex46description_ofxsecurit.htm)] | | | | | | | | |

| [10.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit106amendmenttosorp.htm) | | | | | | [Amendment to the Broadridge Financial Solutions, Inc. SORP, effective September 17, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit106amendmenttosorp.htm)] [added: 2023 (incorporated by reference to Exhibit 10.6 to Form 10-K filed on August 6, 2024).](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit106amendmenttosorp.htm)] | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)[7](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)] | | | | | | [Broadridge Financial Solutions, Inc. Director Deferred Compensation Plan (Amended and Restated Effective December 7, 2022) (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 2, 2023)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm) | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm20708/dex1032.htm)[8](https://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm20708/dex1032.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm20708/dex1032.htm)] | | | | | | [Broadridge Financial Solutions, Inc. Executive Deferred Compensation Plan (“EDCP”) (Amended and Restated effective June 15, 2011) (incorporated by reference to Exhibit 10.32 to Form 10-K filed on August 12, 2011)](https://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm) | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm)[9](https://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm)] | | | | | | [Amendment to the Broadridge EDCP, adopted August 1, 2014, effective December 31, 2014 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2014)](https://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm) | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm)[10](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm)] | | | | | | [Broadridge Financial Solutions, Inc. Supplemental Executive Retirement Plan (“SERP”) (incorporated by reference to Exhibit 10.31 to Form 10-K/A filed on October 27, 2010)](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm) | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm)] | | | | | | [Amendment to the Broadridge Financial Solutions, Inc. SERP, effective February 2, 2017 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 10, 2017)](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm) | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1383312/000119312513443990/d629721dex41.htm)] | | | | | | [Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan, Amended and Restated effective November 14, 2013 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 15, [removed: 2013)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1383312/000119312513443990/d629721dex41.htm)] | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)[3](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] | | | | | | [Amendment to the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (Amended and Restated effective November 14, 2013), effective February 6, 2018 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 8, 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm) | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)[4](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000060/ex101omnibusawardplan2018.htm)] | | | | | | [Broadridge Financial Solutions, Inc. 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 13, [removed: 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000060/ex101omnibusawardplan2018.htm)] | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm)[5](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm)] | | | | | | [Executive Officer Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to [removed: Form](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm) [8-K] [added: Form 8-K] filed on November 14, 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm) | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000114036121014114/brhc10023561_ex10-1.htm)[6](https://www.sec.gov/Archives/edgar/data/1383312/000114036121014114/brhc10023561_ex10-1.htm)] [added: [10.29](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001383312/000114036123040281/brhc20057693_8k.htm)] | | | | | | [Amended and Restated [added: Term] Credit [removed: Agreement, dated] [added: Agreement] as of [removed: April 23, 2021,] [added: dated August 17, 2023,] among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent] [added: Agent,] (incorporated by reference to Exhibit 10.1 to Form 8-K filed on [removed: April 23, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000114036121014114/brhc10023561_ex10-1.htm)] [added: August 17, 2023)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001383312/000114036123040281/brhc20057693_8k.htm)] | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)[7](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000006/ex101erspamendment10-24.htm)] | | | | | | [Amended and Restated Executive Retirement and Savings Plan, effective [removed: January] [added: November] 1, [removed: 2019] [added: 2024] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.1] to Form [removed: 10-K] [added: 10-Q] filed on [removed: August 6, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)] [added: January 31, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000006/ex101erspamendment10-24.htm)] | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)[8](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)[*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)] [added: [10.18*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)] | | | | | | [Amended and Restated Information Technology Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on January 31, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm) | | | | | | | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)[9](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)[*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)] [added: [10.19*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)] | | | | | | [2019 Master Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm) | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)[20](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)] | | | | | | [Amendment Number Two to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm) | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)] | | | | | | [Amendment Number Three to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 10, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm) | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[0](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)] | | | | | | [Amendment Number One to the Broadridge Financial Solutions, Inc. Officer Severance Plan (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 11, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm) | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[3](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] | | | | | | [Form of Stock Option Grant Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit [removed: 10.26 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[26](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm) [to] Form [removed: 10-K filed on August 12, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[K](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm) [August 12](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)[4](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)] | | | | | | [Form of Deferred Stock Unit Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit 10.27 to Form 10-K on August 12, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm) | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm)[5](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)] | | | | | | [Form of Restricted Stock Unit Grant Award Agreement [removed: (Performance-Based)] [added: (Time-Based)] for U.S. Corporate [removed: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm) [](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm)[(incorporated] [added: Officers (incorporated] by reference to Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm) [](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm)[to](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm) [Form 10-](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm)[Q](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm) [November 2, 2023](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex102prsuagreement_usxoffi.htm)] [added: 10.3 to Form 10-Q filed on November](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm) [5](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)[4](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)] | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)[6](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm)] | | | | | | [Form of Restricted Stock Unit Grant Award Agreement [removed: (Time-Based)] [added: (Performance-Based)] for U.S. Corporate [removed: Officers (incorporated] [added: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm) [](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm)[(incorporated] by reference to Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm) [to] Form 10-Q filed on [removed: November 2, 2023](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)] [added: November](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm) [5, 2024](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm)] | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)[7](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)] | | | | | | [Form of Stock Option Grant Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm) [for] [added: Agreement for] U.S. Corporate Officers (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm) [to] [added: 10.1 to] Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)[Q](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm) [November 3, 2023](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)] [added: 10-Q filed on November](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm) [5](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)[4](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)] | | | | | | | | |

| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit1028clawback_policy.htm)] | | | | | | [Amended and Restated Clawback [removed: Policy](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm) [](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm)[(inc](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm)[orporated by reference to Exhibit 10.27 to Form 10-K filed on](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm) [A](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm)[ugu](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm)[st](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm) [8, 2023](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit1028clawback_policy.htm)] | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001383312/000114036123040281/brhc20057693_8k.htm)[9](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001383312/000114036123040281/brhc20057693_8k.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000062/ex101creditagmt12-24.htm)] | | | | | | [Amended and Restated [removed: Term] Credit [removed: Agreement as of] [added: Agreement,] dated [removed: August 17, 2023,] [added: December 11, 2024,] among Broadridge Financial Solutions, Inc., [added: certain subsidiaries of Broadridge Financial Solutions, Inc. party thereto as subsidiary borrowers,] the Lenders [added: and Issuing Banks] party thereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent,] [added: Agent] (incorporated by reference to Exhibit 10.1 to Form 8-K filed on [removed: August 17, 2023)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001383312/000114036123040281/brhc20057693_8k.htm)] [added: December 13, 2024)](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000062/ex101creditagmt12-24.htm)] | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm)[30](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm)[*](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm)] [added: [10.30*](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm)] | | | | | | [Novation Agreement, dated July 28, 2021, among Broadridge Financial Solutions, Inc., International Business Machines Corporation and Kyndryl, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 3, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm) | | | | | | | | |

| [removed: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit141codeofbusinessco.htm)] [added: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex141code_ofxbusinessxcond.htm)] | | | | | | [Code of Business Conduct and [removed: Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit141codeofbusinessco.htm)] [added: Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex141code_ofxbusinessxcond.htm)] | | | | | | | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000006/ex102sismsa2q202510q.htm) | | | | | | [SIS Services Agreement, dated as of November 1, 2024, by and between Kyndryl Canada Limited and Broadridge Software Limited (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000006/ex102sismsa2q202510q.htm) | | | | | | | | |

| | | | | | | | | | | | |

| Leslie A. Brun | | | | | | | | | | | |

| /S/ EILEEN K. MURRAY | | | | | | Director | | | August 6, 2024 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description of Exhibit (1) | | | | | | | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm) | | | | | | [First Amendment dated as of December 23, 2021 to the Amended and Restated Credit Agreement dated as of April 23, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on February 1, 2022)](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm) | | | | | | | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1033amttorevolvercredita.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1033amttorevolvercredita.htm) | | | | | | [Second Amendment dated as of May 23, 2023 to the Amended and Restated Credit Agreement dated as of April 23, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1033amttorevolvercredita.htm) [(incorporated by reference to Exhibit 10.33 to Form 10-K filed on August 8, 2023)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1033amttorevolvercredita.htm) | | | | | | | | |

| [10.33](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/a1033thirdamendmentwithex_.htm) | | | | | | [Third Amendment dated as of](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/a1033thirdamendmentwithex_.htm) [June 28, 2024](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/a1033thirdamendmentwithex_.htm) [to the Amended and Restated Credit Agreement dated as of April 23, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/a1033thirdamendmentwithex_.htm) | | | | | | | | |