Broadridge Financial Solutions (BR) 10-K risk factor changes: FY2026 vs FY2025

Some of our [removed: services,] [added: services and related fees,] such as our proxy communications, shareholder report and prospectus distribution, and other regulatory or customer communications services, are particularly sensitive to changes in laws and regulations, including those governing the financial services industry and the securities [removed: markets.][added: markets such as applicable SEC or stock exchange rules, regulations or interpretations.]

In fiscal year [removed: 2025,] [added: 2026,] our largest client accounted for approximately 7% of our consolidated revenues.

[removed: Further, in the event of the loss of a] client’s [removed: business, a reduction of a client’s] demand for our services, or a change in the method of delivery of our services, then in addition to losing the revenue from that client, we could be required to write-off all or a portion of the related client investments or accelerate the amortization of certain costs, including costs incurred to onboard a client or convert a client’s systems to function with our technology.

Such costs for all clients represented approximately [removed: 10%] [added: 9%] of our total assets as of June 30, [removed: 2025,] [added: 2026,] with one client representing a large portion of this amount.

See Note 3, “Revenue Recognition” and Note [removed: 11,] [added: 12,] “Deferred Client Conversion and Start-up Costs” to our consolidated financial statements for more information.

Information security threats continue to [removed: evolve] [added: evolve, such as the increasing availability and adoption of AI technologies by malicious actors,] resulting in increased risk and exposure and increased costs to protect against the threat of information security breaches or to respond to or alleviate problems caused by such breaches.

With an increased focus on [removed: cybersecurity] [added: cybersecurity, operational resiliency,] and vendor risk management, the FFIEC and other regulatory agencies provide guidelines for overseeing technology service providers, increasing the contractual requirements with our clients and the cost of providing our services.

Our business process outsourcing, [removed: mutual] fund [removed: processing] [added: processing, registered fund distribution,] and transfer agency solutions as well as the entities providing those services are subject to regulatory oversight.

If we fail to comply with any applicable regulations in performing these services, [added: our license to perform such services could be revoked, or] we could be subject to suits for breach of contract or to governmental proceedings, censures and fines.

We are, therefore, subject to compliance obligations under federal, state and foreign privacy and information security laws, including in the U.S., the GLBA, HIPAA, [removed: and the] CPRA, [removed: and] the [added: PIPEDA in Canada, the] GDPR in the European [removed: Union,] [added: Union] and [added: its UK equivalent, and] we are subject to compliance with various client industry standards such as PCI DSS as well as Medicare and Medicaid programs related to our clients.

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

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

Changes in the business condition (financial or otherwise) of these service providers or vendors could impact their provision of services to us or [removed: they may no longer] [added: cause them to] be [removed: able] [added: unable] to provide services to us at all, which could have a material adverse effect on our business and financial results.

We rely on [removed: the United States Postal Service (“USPS”)] [added: government-sponsored postal services] and [removed: other] third-party carriers to deliver communications and changes in our relationships with these carriers or an increase in postal rates or shipping costs may adversely impact demand for our products and services and could have an adverse impact on our business and results of operations.

We rely upon the [removed: USPS] [added: United States Postal Service (“USPS”), Canada Post, other government-sponsored postal services globally,] and third-party carriers, [removed: including] [added: such as] the United Parcel Service, for timely delivery of communications on behalf of our clients.

The inability or [removed: the] failure to properly perform our services could result in our clients and/or certain of our subsidiaries that operate regulated businesses being subjected to losses including censures, fines, or other sanctions by applicable regulatory authorities, and we could be liable to parties who are financially harmed by those errors.

Some of our products, services and processes leverage AI, including both machine learning and Generative [added: and Agentic] AI, and we continue to make investments in initiatives focused on the further development and deployment of these technologies.

Despite our efforts to identify, obtain, retain, enforce and protect our intellectual property rights and proprietary information, we cannot be certain that they will be effective or sufficient to prevent the unauthorized access, use, copying, theft or the reverse engineering of our intellectual property and proprietary information for a variety of reasons, including: (a) our inability to detect misappropriation by third parties of our intellectual property; (b) disparate legal protections for intellectual property across different countries; (c) constantly evolving intellectual property legal standards as to the scope of protection, validity, non-infringement, enforceability and infringement defenses; (d) failure to maintain appropriate contractual restrictions and other measures to protect our [removed: know- how] [added: know-how] and trade secrets, or contract breaches by others; (e) failure to identify and obtain patents on patentable innovations; (f) potential invalidation, unenforceability, scope narrowing, dilution and opposition, through litigation and administrative processes both in the U.S. and abroad, of our intellectual property rights; and (g) other business or resource limitations on intellectual property enforcement against third parties.

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

As of June 30, [removed: 2025,] [added: 2026,] we had [removed: $3,252.3] [added: $3,254.6] million in aggregate carrying amount of total debt.

Additionally, our revolving credit facility has a remaining borrowing capacity of [removed: $1,366.5] [added: $1,225.3] million as of June 30, [removed: 2025.][added: 2026.]

We may incur [removed: non-cash impairment] [added: significant] charges [added: or losses] in the future associated with our portfolio of intangible assets, including [removed: goodwill.][added: goodwill and digital assets.]

As a result of past acquisitions, we carry a significant [added: amount of] goodwill and other acquired intangible assets on our balance sheet.

Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately [removed: 67%] [added: 65%] of the total assets on our balance sheet as of June 30, [removed: 2025.][added: 2026.]

For example, the SEC’s recently proposed Regulation E-Delivery would permit our clients to change the default delivery method for certain communications required under the federal securities laws from paper to electronic delivery.

If the rule is adopted as proposed, the volume of physically delivered communications we process would decrease.

While the volume of electronic delivery of communications we process is expected to increase, our recurring revenue growth and distribution revenues will decrease, which could result in a decrease in our earnings and the potential restructuring of our physical distribution operations.

The regulatory framework governing tokenized securities and other digital assets continues to evolve in the U.S. and internationally.

Currently, there is no uniform approach to the regulatory treatment of these assets, and changes in their classification or regulation, or in broader regulatory positions regarding such assets, could affect the pace of market adoption, alter the obligations of our clients, intermediaries, and service providers, and require us to modify our business model, products, or services in ways that are difficult to predict.

This uncertainty could adversely affect our business, results of operations, or financial condition.

Further, in the event of the loss of a client’s business, a reduction of a

These AI-enabled capabilities have accelerated the sophistication and frequency of cybersecurity threats and may make it more difficult to detect, prevent, and respond to attacks.

The emergence of tokenized securities in which ownership of financial instruments is recorded and transferred on distributed ledger or blockchain-based platforms rather than through traditional intermediary infrastructure presents the risk of disintermediation to our clients or certain of our businesses.

If tokenized securities achieve broad market adoption, demand for traditional securities processing, investor communications, proxy distribution, and transfer agency services and related technologies of the type we provide could be altered, reduced or eliminated.

We may need to make significant investments to adapt our products and services to a tokenized securities environment, and there can be no assurance that we will be able to do so successfully or in a timely manner or on a competitive basis.

This could adversely affect our business, results of operations, or financial condition.

In addition, certain government-sponsored postal services, including the USPS and Canada Post, have experienced financial challenges, labor disputes, and operational constraints in recent years and may, as a result, implement significant changes to the breadth or frequency of its mail delivery or other aspects of service, which could disrupt the distribution of communications.

Additionally, we hold digital assets, a relatively new and evolving asset class and technological innovation.

For example, we receive and hold digital assets in the form of Canton Coins in connection with our role as a Validator and Super Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure.

As a holder of digital assets and through our activities as a Validator and Super Validator, we are subject to a high degree of uncertainty and risk.

These risks include, but are not limited to, market volatility, potential for fraud or theft, cyberattacks, mismanagement or loss of electronic wallet keys, and rapidly changing or unsettled legal, regulatory, and market standards.

The value of digital assets is highly speculative and can fluctuate dramatically, and determining their fair value can be particularly challenging.

Events such as diminished adoption, negative regulatory developments, or technological changes may result in significant reductions to the value of digital assets we hold or even the total loss of such assets.

In addition, our ability to convert digital assets to fiat currency may be limited or nonexistent as a result of general market conditions or contractual commitments.

Furthermore, as legal and regulatory requirements for digital assets continue to evolve, we could face additional compliance costs, restrictions, or liabilities, and any significant loss in value or adverse developments relating to digital assets could impact our financial condition and results of operations.

Our investor communications services and the fees we charge our clients for certain services are subject to change if applicable SEC or stock exchange rules, regulations or interpretations are amended, or new laws or regulations are adopted, that change the communications our clients are required to send or the manner in which they send them, including a change in default delivery method from paper to digital.

In addition, the USPS has incurred significant financial losses in recent years and may, as a result, implement significant changes to the breadth or frequency of its mail delivery, causing disruptions in the service.

*This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.

*The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, [removed: 2024] [added: 2025] can be found in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year [removed: 2024] [added: 2025] (the [removed: “2024] [added: “2025] Annual Report”), which was filed with the Securities and Exchange Commission on August [removed: 6, 2024.*][added: 5, 2025.*]

[removed: Please refer] [added: Refer] to Note 6, “Acquisitions” to our Consolidated Financial Statements under Item 8.

[added: Refer to Note 1, “Basis] of [added: Presentation” to our Consolidated Financial Statements under Item 8 of] Part II of this Annual Report on Form 10-K for a more detailed discussion.

We had [removed: $3,609.6] [added: $3,787.8] million of Goodwill as of June 30, [removed: 2025.][added: 2026.]

The Company has estimated foreign net operating loss carryforwards of approximately [removed: $48.7] [added: $41.6] million as of June 30, [removed: 2025] [added: 2026] of which [removed: $6.9] [added: $7.2] million are subject to expiration in the June 30, [removed: 2035] [added: 2028] through June 30, 2043 period, and of which [removed: $41.7] [added: $34.4] million has an indefinite utilization period.

In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately [removed: $25.0] [added: $20.0] million of which [removed: $9.3] [added: $6.3] million are subject to expiration in the June 30, [removed: 2026] [added: 2027] through June 30, 2037 period with the balance of [removed: $15.7] [added: $13.7] million having an indefinite utilization period.

The Company did not generate federal net operating losses for the fiscal year ended June 30, [removed: 2025.][added: 2026.]

The Company has recorded valuation allowances of [removed: $11.2] [added: $6.9] million and [removed: $10.8] [added: $11.2] million at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

The expected life of the stock option grants is derived from the [removed: output of the binomial model] [added: historical settlement data combined with a hypothetical settlement assumption for outstanding options] and represents the period of time that options granted are expected to be outstanding.

A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year [removed: 2025] [added: 2026] stock option grants would result in an approximate [removed: $2.8] [added: $4.0] million change in total pre-tax stock-based compensation expense for the fiscal year [removed: 2025] [added: 2026] grants, which would be amortized over the vesting period.

A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year [removed: 2025] [added: 2026] stock option grants would result in an approximate [removed: $1.9] [added: $2.3] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2025] [added: 2026] grants, which would be amortized over the vesting period.

A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year [removed: 2025] [added: 2026] stock option grants would result in an approximate [removed: $0.2] [added: $0.3] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2025] [added: 2026] grants, which would be amortized over the vesting period.

A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year [removed: 2025] [added: 2026] stock option grants would result in an approximate [removed: $1.4] [added: $1.6] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2025] [added: 2026] grants, which would be amortized over the vesting period.

These performance indicators include [removed: Revenue and] [added: Revenue,] Recurring [removed: revenue] [added: revenue, and Closed sales] as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, [added: and] Recurring revenue growth constant [removed: currency, and Closed sales.][added: currency.]

Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as [removed: Broadridge Retirement and Workplace] administrative [removed: services.][added: services related to our fund processing solutions.]

- Organic – [removed: We define organic revenue as the] [added: Includes] recurring revenue generated from Net New Business and Internal Growth.

- Acquired – [removed: We define acquired revenue as the] [added: Includes] recurring revenue generated from acquired services in the first twelve months following the date of acquisition.

[removed: 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”).

[removed: The key performance indicators] [added: Position Growth and Internal Trade Growth] for the fiscal years ended June 30, [removed: 2025,] [added: 2026,] and [removed: 2024,] [added: 2025,] are as follows:

| Equity positions | | | 16 | | % | | | | [removed: 6] [added: 16] | | % |

| Equity revenue positions | | | 12 | | % | | | | [removed: N/A] [added: 12] | | [added: %] |

| Mutual fund / ETF positions | | | [removed: 7] [added: 6] | | % | | | | [removed: 3] [added: 7] | | % |

| Internal Trade Growth | | | [removed: 13] [added: 15] | | % | | | | 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: 2025] [added: 2026] compared to the fiscal year ended June 30, [removed: 2024.][added: 2025.]

Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, [removed: 2024] [added: 2025] compared to the fiscal year ended June 30, [removed: 2023] [added: 2024] is disclosed in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the [removed: 2024] [added: 2025] Annual Report.

During fiscal year [removed: 2024,] [added: 2026,] mutual fund proxy revenues were [removed: 66% higher than] [added: flat compared to] the prior fiscal year.

Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as [removed: Broadridge Retirement and Workplace] administrative [removed: services.][added: services related to our fund processing solutions.]

Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as [removed: Broadridge Retirement and Workplace] administrative services [removed: expenses.][added: expenses related to our fund processing solutions.]

For the fiscal years ended June 30, [removed: 2025] [added: 2026] and June 30, [removed: 2024,] [added: 2025,] we reported Closed sales net of a 5.0% allowance adjustment.

For the fiscal years ended June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] Closed sales were [removed: $287.9] [added: $305.1] million and [removed: $341.8] [added: $287.9] million, respectively.

The fiscal years ended June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] are net of an allowance adjustment of [removed: $15.2] [added: $16.1] million and [removed: $18.0] [added: $15.2] million, respectively.

Fiscal Year [removed: 2025] [added: 2026] Compared to Fiscal Year [removed: 2024][added: 2025]

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the dollar and percentage changes between periods:

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | Change | | | | | | | | | | | |

| Cost of revenues | | | [removed: 4,752.3] [added: 5,100.7] | | | | | | [removed: 4,572.9] [added: 4,752.3] | | | | | | [removed: 179.5] [added: 348.4] | | | | | | [removed: 4] [added: 7] | | | | | |

| Selling, general and administrative expenses | | | [removed: 948.2] [added: 1,075.5] | | | | | | [removed: 916.8] [added: 948.2] | | | | | | [removed: 31.4] [added: 127.2] | | | | | | [removed: 3] [added: 13] | | | | | |

| Total operating expenses | | | [removed: 5,700.6] [added: 6,176.2] | | | | | | [removed: 5,489.7] [added: 5,700.6] | | | | | | [removed: 210.9] [added: 475.7] | | | | | | [removed: 4] [added: 8] | | | | | |

We acquired four businesses in fiscal year 2026, including CQG, Acolin, iJoin, and Signal, for an aggregate purchase price of $300.2 million in cash ($282.8 million net of cash acquired).

See Note 2, “Summary of Significant Accounting Policies” included within this Annual Report on Form 10-K for discussion of the use of estimates in preparing the Consolidated Financial Statements.

| | | | 2026 | | | | | | 2025 | | |

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

“Gains or Losses on Digital Assets” represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the unrealized and realized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction.

Refer to Note 2, “Summary of Significant Accounting Policies” for further details

related to the Company’s accounting for Canton Coins.

Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.

“Investment Gain” represents a non-operating, non-cash gain on a privately held investment.

Recent Developments

On July 16, 2026, the SEC proposed Regulation E-Delivery, a new rule addressing the investor communications disclosure framework (“Reg E-Delivery” or the “Proposal”).

If the Proposal is adopted as proposed, the rule would permit, but not require, entities to use electronic delivery as the default method for delivery of required disclosures, reports, and other regulatory materials under the federal securities laws instead of paper delivery.

Reg E-Delivery would not require entities to obtain affirmative consent from their customers or investors before using e-delivery.

The Proposal covers all disclosures required to be delivered under the federal securities laws (“covered information”) by corporate issuers, investment advisers, broker-dealers, and transfer agents (“covered entities”) to their current or prospective customers, investors, or shareholders (“covered recipients”), including prospectuses, proxy statements, shareholder reports, and trade confirmations.

The Proposal provides for a transition process for those covered recipients who currently receive covered information in paper format, requiring that they receive two paper notices that include the ability to opt out of e-delivery.

The Proposal is subject to a 60-day comment period.

We are reviewing the impact of the Proposal on our business, however based on our preliminary analysis, if the Proposal is adopted and implemented as proposed, we expect no impact on our financial results in fiscal year 2027.

As our clients implement the proposed rule changes, we anticipate a modest decrease in our recurring revenue growth over a two- to three-year period, which we expect to largely offset with new solutions.

We also expect a decline in distribution revenues, which should increase our margins.

Overall, we anticipate being able to mitigate any adverse impact on our earnings results resulting from Reg E-Delivery.

We will closely monitor and evaluate the progress of the Proposal and its potential impact on our business.

Please see our “Risk Factors” in Part I, Item 1A.

of this Annual Report.

| Revenues | | | $ | 7,476.8 | | | | | $ | 6,889.1 | | | | | $ | 587.6 | | | | | 9 | | | | | |

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2026 and 2025, and the dollar and percentage changes between periods:

| Total | | | $ | 7,476.8 | | | | | $ | 6,889.1 | | | | | $ | 587.6 | | | | | 9 | | |

- Event-driven revenues increased $28.9 million, or 9%, driven by higher equity and other communications.

Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury.

The decrease in discrete tax benefits was primarily driven by a decrease in the Excess Tax Benefit (“ETB”) associated with stock based compensation.

| Total | | | $ | 7,476.8 | | | | | $ | 6,889.1 | | | | | $ | 587.6 | | | | | 9 | | |

| Total | | | $ | 1,445.8 | | | | | $ | 1,058.7 | | | | | $ | 387.1 | | | | | 37 | | |

| 2026 | | | | | | 2025 | | | | | | Change | | | | | | | | | | | |

| Total | | | $ | 203.6 | | | | | $ | 196.6 | | | | | $ | 6.9 | | | | | 4 | | |

Fiscal Year 2026 Compared to Fiscal Year 2025

| 2026 | | | | | | 2025 | | | | | | Change | | | | | | | | | | | |

| Event-driven revenues | | | 348.1 | | | | | | 319.3 | | | | | | 28.9 | | | | | | 9 | | |

| Distribution revenues | | | 2,250.6 | | | | | | 2,062.0 | | | | | | 188.7 | | | | | | 9 | | |

| Total | | | $ | 5,560.8 | | | | | $ | 5,113.0 | | | | | $ | 447.8 | | | | | 9 | | |

◦Regulatory rose 12% and 12%, respectively.

◦Data-Driven Fund Solutions rose 4% and 4%, respectively, driven by growth in data and analytics revenues, and the acquisitions of Acolin and iJoin.

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.

CompSci is included in the Company’s ICS reportable segment.

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

*Announced Acquisition*

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.

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

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

These financial statements present the consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities.

Intercompany balances and transactions have been eliminated.

Amounts presented may not sum due to rounding.

Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.

In presenting the Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures.

Management continually evaluates the accounting policies and estimates used to prepare the Consolidated Financial Statements.

The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable.

However, actual amounts and results could differ from those estimates made by management.

The binomial option-pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data.

Prior period comparative information for this metric is not available.

| | | | Select Operating Metrics | | | | | | | | |

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

“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 areas, in addition to other restructuring activities.

“Litigation Settlement Charges” represents reserves established during the third and fourth quarter of 2024 related to the settlement of claims.

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

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

- 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.

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

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

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

◦Data-Driven Fund Solutions rose 6% and 5%, respectively, driven primarily by growth in our global distribution insights and retirement and workplace products.

- 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.

- Earnings before income taxes increased $103.7 million, or 11%, primarily from higher Recurring and Event-driven revenues.

◦Capital markets rose 6% and 6%, respectively, driven by revenue from new sales and Internal Growth.

Internal Growth benefited from higher trading volumes.

Organic growth was negatively impacted by 4pts as a result of the loss of a large client during the prior year period.

- Pre-tax margins increased by 0.8 percentage points to 11.3% from 10.5%.

The decreased loss before income taxes was due to lower Restructuring and Other Related Costs, a decline in litigation expense of $18.4 million, and a decline in Interest expense, net of $15.4 million.

As of June 30, [removed: 2025, $1,012.6] [added: 2026, $1,022.0] million, or 31%, of the Company’s total outstanding debt balance of [removed: $3,252.3] [added: $3,254.6] million is based on floating interest rates.

Our [removed: $1,012.6] [added: $1,022.0] million in variable rate debt at June 30, [removed: 2025] [added: 2026] consists of our revolving credit facility, which, depending on the currency of the loan, bears interest at Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA and STIBOR, respectively, plus 1.000% [added: per annum] (subject to multiple step-ups to 1.250% [added: per annum] and multiple step-downs to 0.785%, in each case based on ratings), plus an additional annual facility fee of 0.125% per annum (subject to multiple step-ups to 0.25% per annum and multiple step-downs to 0.090% per annum, in each case, based on ratings), and the outstanding portion of our Fiscal [removed: 2024 Amended] [added: 2026] Term Loan which bears interest at [removed: Adjusted] Term SOFR plus 1.250% per annum (subject to a step-up to [removed: Adjusted] Term SOFR plus 1.375% or [removed: step-downs] [added: term SOFR plus 1.625% or a step-down] to [removed: Adjusted] Term SOFR plus 1.125% [removed: and Adjusted] [added: or] Term SOFR plus [removed: 1.000%] [added: 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 [removed: facility and] [added: facility,] Fiscal 2024 Amended Term Loan [added: and Fiscal 2026 Term Loan] during the fiscal year ended June 30, [removed: 2025.][added: 2026.]

Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt [added: and interest rate swaps] during the fiscal year ended June 30, [removed: 2025] [added: 2026] and June 30, [removed: 2024,] [added: 2025,] our pre-tax earnings would have decreased by approximately [removed: $13.8] [added: $11.3] million and [removed: $14.4] [added: $13.8] 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 [removed: 14%] [added: 15%] of our fiscal year [removed: 2025] [added: 2026] 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: 2025,] [added: 2026,] the fair value of these derivatives is [removed: a liability] [added: an asset] of [removed: $24.6] [added: $0.1] million.

Refer to Note [removed: 19, “Contractual Commitments, Contingencies, and Off-Balance Sheet Arrangements”] [added: 7, “Derivative Instruments”] to our Consolidated Financial Statements under Item 8.

of Part II of this Annual Report on Form 10-K for additional details on our [removed: cross-currency swap] derivative [removed: contracts.][added: instruments.]

For the fiscal year ended June 30, [removed: 2025] [added: 2026] and June 30, [removed: 2024,] [added: 2025,] a hypothetical 10% decrease in the value of the Canadian dollar, the British pound, the Euro, the Indian Rupee, and the Swedish Krona versus the U.S. dollar would have resulted in a decrease in our total pre-tax earnings of approximately [removed: $23.9] [added: $15.8] million and [removed: $22.5] [added: $23.9] million, respectively.

Additionally, the Fiscal 2024 Amended Term Loan which bore interest at Adjusted Term SOFR plus 1.250% per annum (subject to a step-up to Adjusted Term SOFR plus 1.375% or step-downs to Adjusted Term SOFR plus 1.125% and Adjusted Term SOFR plus 1.000% in each case, based on ratings) was outstanding through August 2025, after which it was repaid in full and replaced by the Fiscal 2026 Term Loan.

In May 2026 we executed $500.0 million in interest rate swaps that are used to manage the company's interest rate risk to hedge interest rate risk related to the Fiscal 2026 Term Loan.

The Investor Communication Solutions segment is the larger of our two business segments and its revenues represented approximately 74% and [removed: 75%] [added: 74%] of our total Revenues in fiscal years [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, including the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.

We provide institutional investors with a suite of [added: global solutions and] services to manage and [removed: track the entire proxy voting process,] [added: vote their holdings,] including meeting their reporting needs.

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

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

Our international solutions help clients focus on their core businesses while helping them maintain [added: compliance with applicable] global and local regulatory [removed: compliance, reduce] [added: requirements, reducing] costs, [removed: improve] [added: improving] efficiency and [removed: gain data] [added: gaining valuable data-driven] insights.

We provide a full range of data-driven [removed: solutions] [added: analytics] that help our asset [removed: management] [added: management, broker-dealer,] and retirement service provider clients grow revenue, operate efficiently, and maintain compliance.

Our data and analytics solutions [added: operate globally and] provide [added: data to power] investment product distribution [removed: data,] [added: and] predictive modeling, [removed: analytical tools, and] [added: provide] insights and research to enable asset managers to optimize product distribution across retail and institutional [removed: channels globally.][added: channels, and automate important tasks such as fund registration, commission payments and compliance monitoring.]

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

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

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

- Proxy services – we provide complete project management for the entire annual meeting process including [removed: registered and beneficial] proxy materials distribution, vote processing, and tabulation [added: for registered and beneficial holdings, including tokenized equities,] through our ShareLink® solution.

- Shareholder engagement tools [removed: -] [added: –] 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.

Our transfer agency services address [removed: the needs] public [removed: companies have] [added: companies’ need] for more efficient and reliable stockholder record maintenance and communication services.

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

[removed: These] [added: Our] services [removed: include] [added: support both] digital and physical delivery of critical [added: customer] communications.

Our physical delivery services operate through a network of [removed: seven] [added: six] highly automated [added: production] facilities across North America.

- [removed: develop] [added: create] transactional, regulatory, and marketing communications with [removed: relevant,] [added: dynamic,] self-service content [removed: that drives] [added: designed to drive] customer action;

- deliver [removed: customer] communications [added: seamlessly] across print, digital, email, short message service (“SMS”) and emerging channels, [removed: such as] [added: including] interactive microsites, [removed: with one connection;] [added: through a single integration;] and

- gain comprehensive reporting and analytics to [removed: improve] [added: optimize] communications and increase engagement based on customer [removed: behaviors.][added: behaviors and preferences.]

[removed: As a leading software as a service (“SaaS”) provider, we] [added: We] offer capital markets and wealth and investment management firms modern technology to enable growth, simplify their technology stacks, and mutualize [removed: costs.][added: costs across both traditional and tokenized assets.]

These services combine our [removed: technology] [added: technology, including agentic AI,] with our operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

The Global Technology and Operations segment’s revenues represented approximately 26% and [removed: 25%] [added: 26%] of our total Revenues in fiscal years [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S. dollar.

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

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

Our technology enables our clients to meet the requirements of market change such as the T+1 securities settlement [removed: cycle.][added: cycle, emergence of 24-hour markets, and the tokenization of assets.]

Through [added: our] Broadridge Trading and Connectivity [removed: Solutions,] [added: Solutions business,] we [removed: offer a set of global front-office trade order and execution management systems] [added: provide technology-driven trading] and connectivity solutions that enable [removed: market] [added: global capital markets] participants to connect and trade.

We deliver multi-client technology and business process outsourcing services primarily through common [removed: SaaS-based] operations platforms.

Our [removed: SaaS] offerings allow our clients to mutualize key functions and thereby reduce their costs.

We continue to be a leading provider of investor [removed: communications,] [added: communications] and are at the forefront of delivering richer communication [removed: experiences, both digitally and through optimized print and mail services.][added: experiences.]

- *Capital Markets.* Global institutions have a strong need to simplify their complex technology environment, and our [removed: SaaS-based,] global, multi-asset-class technology platforms address this need.

Our blockchain-enabled [removed: Distributed Ledger Repo (“DLR”) platform] [added: DLR solution] combines distributed ledger technology with existing market settlement infrastructure to provide clients [added: with] added flexibility to manage their liquidity needs and execute cross-border intraday repo [removed: transactions through our DLR network.][added: transactions.]

In addition, we have [removed: introduced] a number of AI-driven solutions such as BondGPT [removed: and OpsGPT] with agentic capabilities [removed: while continuing] [added: and continue] to develop new AI applications to create a more efficient trading process for our clients.

We [removed: plan to] continue building on our global platform capabilities, enabling our clients to simplify and improve their global operations across cash, equity securities, and other asset classes.

[removed: Our acquisition of Kyndryl’s Securities Industry Services (“SIS”) business in 2024 has] [added: We have] further bolstered our Wealth offerings in Canada by integrating advanced clearing and settlement, account record-keeping, and tax and regulatory reporting capabilities directly into our platform.

On-ramp for next-generation [removed: technologies][added: technologies and market structure]

[removed: However, our] [added: Our] clients face obstacles in making the necessary investments and, more importantly, in applying the right talent and intellectual capital, which may be focused on their most differentiating functions.

This continues to create a differentiated ability for us to support our clients in the areas where we have scale and domain expertise, which includes areas such as AI, [added: digitization, tokenization,] blockchain, [removed: cloud, digital,] [added: digital assets,] and other new technologies.

In turn, we help our clients stay on the cutting edge and realize the benefits of [removed: digital transformation] [added: modernization and the latest technology and operational capabilities] at a quicker pace.

In fiscal year [removed: 2025,] [added: 2026,] we:

- managed proxy voting for over [removed: 900 million] [added: 1 billion] equity proxy positions;

We are actively extending our market-leading proxy voting and disclosure capabilities to support all models of tokenized securities ownership.

We play an integral role in the beneficial proxy process.

ProxyEdge® (“ProxyEdge”) is our institutional voting platform that allows institutional investors to view, manage and vote on their multi-custodial holdings, as well as generate reporting and access third party vote recommendations.

Our Custom Policy Engine uses artificial intelligence (“AI”) to allow institutional investors to create, manage, and execute their own custom voting policies.

Our Pass-Through Voting solution allows asset managers to vote their shares in underlying equities based on the policy or ballot preferences of their institutional and retail investors and our Proxy Disclosure solution allows institutional investors to create and file their required vote disclosures to fulfill their regulatory reporting obligations.

In addition, we provide a Standing Voting Instructions service which enables our clients to offer their retail shareholders the ability to pre-set and automate their voting preferences for future eligible shareholder meetings.

Our capabilities span transactional communications, such as statements and bills, marketing communications, including personalized campaigns and microsites, and regulatory communications, such as trade confirmations and explanations of benefits.

The Broadridge Communications CloudSM (the “Communications Cloud”) is a flexible omni-channel platform designed to help organizations deliver a more seamless, personalized, and engaging client experience.

The platform enables our clients to deploy the specific modules and delivery channels best suited to address their communication strategies while improving operational efficiency, streamlining communications management, and increasing customer engagement through open application programming interfaces and self-service tools.

In August 2025, we acquired Signal Agency Limited (“Signal”) to expand and globalize our digital customer communications capabilities, strengthen our presence in Europe, and further enhance our ability to help our clients modernize omni-channel customer and investor communications.

Our recent acquisition of CQG, Inc, (“CQG”), an execution management system provider to futures and options market participants, has expanded our execution management, algorithmic trading and market data capabilities and enhanced our market venue connectivity.

Our Post-Trade Processing solutions provide a multi-entity, multi-currency back-office platform serving institutional, correspondent clearing, proprietary trading, prime brokerage, custody and primary dealer clients.

Our platforms support real-time processing across a broad range of asset classes, including equities, ETFs, options, mutual funds, U.S. Treasuries, agencies, corporate and municipal bonds, mortgage-backed securities, structured products, and foreign exchange.

The core capabilities of our solutions include comprehensive books and records, clearance and settlement, position and margin management, cash management, asset servicing, client statements, tax reporting, and finance and accounting services.

In addition, our distributed ledger repo solution (“DLR”) uses blockchain-enabled distributed ledger technology and smart contracts to automate end-to-end repo lifecycle processing.

This in turn drives greater liquidity, collateral mobility, and operational efficiency while driving cost savings for our clients.

As the market evolves toward tokenized and digitally native securities, we are positioning our governance platform to support proxy voting, shareholder communications and issuer services across both traditional and tokenized infrastructures, which we believe creates meaningful growth opportunities.

Our commitment to digitization is strong and we will continue to support our clients in their broader transition to a digital environment to improve engagement, efficiency, and compliance.

Broadridge is also focused on launching new non-repo solutions through our expanded distributed ledger platform (“DLx”).

In addition, we are incorporating agentic AI into our fully managed services, where Broadridge runs operations end-to-end, or clients can deploy Broadridge’s agentic platform and technology directly into their own infrastructure.

We are adapting our capabilities for tokenized securities and extended or continuous trading models, to support interoperability between traditional and digital infrastructure and to help clients operate in more real-time, globally connected market environments.

In addition, we have a comprehensive extension of these capabilities to additional asset classes and full integration of tokenized and traditional infrastructure.

By integrating digital asset capabilities, we can help wealth firms move faster and unlock new opportunities in crypto, alternatives, and tokenized funds.

These evolving technologies are reshaping the financial market ecosystem, including the infrastructure, and we are proactively adapting our offerings and investing in capabilities designed to support our clients through these changes.

We are positioned to serve as a bridge between traditional and digital finance, as our capabilities are designed to support interoperability across both traditional and digital market models.

Our longstanding digital communications capabilities, with digitization rates of over 90% for equity proxy communications as of fiscal year 2026, will continue to assist clients in their transition from paper to digital communications.

In addition, our proven tokenization capabilities and digital infrastructure have supported the transformation of repo market activity, including approximately $7.5 trillion in monthly tokenized transactions in June 2026.

As financial markets evolve to include tokenized and other digital assets, we believe our role as a trusted and transformative partner, together with our deep compliance, governance and operational expertise, positions us to help clients navigate this transition.

We are building or further expanding our governance, capital markets and wealth capabilities to on-chain environments, including communications, proxy voting and distribution, regulatory reporting, digital transfer agency, digital asset trading, post trade reporting, wallet solutions, and full integration of our DLx platform.

In January 2026, we acquired Acolin Group Holdco Limited (“Acolin”), a European provider of cross-border fund distribution and regulatory services and included in the Company’s ICS reportable segment.

Certain subsidiaries of Acolin are subject to supervision by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “Bafin”) in Germany, and by the Swiss Financial Market Supervisory Authority (“FINMA”) in Switzerland.

Acolin is therefore subject to regulations concerning many aspects of its businesses, including conduct requirements, minimum capital requirements, anti-money laundering prevention, the protection of client assets where applicable, record retention, and the oversight of outsourced functions, as well as the supervision of directors, officers, and employees.

In Europe and other non-US jurisdictions in which we operate, sanctions laws and regulations impose prohibitions and restrictions with respect to transactions and dealings involving certain countries, territories, individuals, and entities subject to economic and trade sanctions.

These regimes generally include asset freezes, prohibitions on the making available of funds or economic resources, and restrictions on specific types of trade, financial services, and other business activities.

In fiscal year 2026, approximately 5,000 associates participated in our AI Academy, completing more than 11,000 courses in the aggregate.

We have the ability to combine shareholder communications for multiple stockholders residing at the same address.

ProxyEdge® (“ProxyEdge”) is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that integrates ballots for positions held across multiple custodians and presents them under a single proxy.

Voting can be instructed for the entire position, by account vote group, or on an individual account basis either manually or automatically based on the recommendations of participating governance research providers.

ProxyEdge also provides for client reporting and regulatory reporting.

ProxyEdge can be utilized for meetings of U.S. and Canadian companies and for meetings in many non-North American countries based on the holdings of our global custodian clients.

ProxyEdge is offered in several languages and there are currently over 7,000 ProxyEdge users worldwide.

Our 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.

Our solution for institutional investors helps asset managers split the vote in portfolio companies and pass 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 provide investors the ability to give voting instructions, set standard voting preferences, or cast a vote at pre-determined meetings.

- Sustainability services - we provide consulting in support of issuers and their sustainability initiatives.

The services include peer governance and sustainability disclosure benchmarking, sustainability strategy and policy development, greenhouse gas emission assessments, and sustainability data management and reporting.

We also offer a Governance and Sustainability dashboard that provides consensus ratings to allow corporate issuers to assess the progress of their Governance and Sustainability ratings and disclosure relative to their selection of peer companies.

The Broadridge Communications CloudSM is an omni-channel platform (the “Communications Cloud”) that provides our clients the flexibility to implement only the modules and delivery channels needed to address their specific communication needs.

The platform’s open application programming interfaces and self-servicing tools help our clients improve their communications systems’ efficiency and productivity.

We also provide a set of multi-asset, multi-entity and multi-currency trading, connectivity and post-trade solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives and mutual funds.

In addition, we provide comprehensive fixed income transaction processing capabilities to support clearance, settlement, custody, P&L reporting, and regulatory reporting for domestic and foreign fixed income instruments.

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.

The solution offers straight-through-processing capabilities, enterprise-wide integration, and a robust technology infrastructure - all focused on supporting firms specializing in the fixed income marketplace.

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 Itiviti Holding AB, now operating as Broadridge Trading and Connectivity Solutions, for example, expanded our services across the trade lifecycle for equities and exchange-traded derivatives and grew our international reach.

A variety of similar AML requirements apply in other countries.

Similar requirements apply to transactions and dealings with persons and entities specified in lists maintained in other countries.

We offer our technology associates with resources to supplement their work experience, including our Technology Expert Career Track, a transparent dual career path that allows associates to grow as leaders and experts within our organization.

Currently, there are [removed: not any] [added: no] material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company is a party or of which any of the Company’s property is the subject.

For information concerning the Company’s legal proceedings, reference is made to Note [removed: 19,] [added: 20,] “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8.

For the Fiscal Year Ended June 30, [removed: 2025][added: 2026]

The aggregate market value, as of December 31, [removed: 2024,] [added: 2025,] of common stock held by non-affiliates of the registrant was [removed: $26,295,879,012.][added: $25,945,139,278.]

As of [removed: August 1, 2025,] [added: July 31, 2026,] there were [removed: 117,129,320] [added: 114,021,798] shares of the registrant’s common stock outstanding (excluding [removed: 37,331,807] [added: 40,439,329] 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: 2025] [added: 2026] are incorporated by reference into Part III.

| ITEM 1. | | | [removed: [Business](#if74d5ebc296143a585cccb668a099d47_16)] [added: [Business](#i25118ad6b5464dec8d767677883e3a6f_16)] | | | [removed: [4](#if74d5ebc296143a585cccb668a099d47_16)] [added: [4](#i25118ad6b5464dec8d767677883e3a6f_16)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#if74d5ebc296143a585cccb668a099d47_19)] [added: Factors](#i25118ad6b5464dec8d767677883e3a6f_19)] | | | [removed: [17](#if74d5ebc296143a585cccb668a099d47_19)] [added: [18](#i25118ad6b5464dec8d767677883e3a6f_19)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#if74d5ebc296143a585cccb668a099d47_22)] [added: Comments](#i25118ad6b5464dec8d767677883e3a6f_22)] | | | [removed: [25](#if74d5ebc296143a585cccb668a099d47_22)] [added: [27](#i25118ad6b5464dec8d767677883e3a6f_22)] | | |

| ITEM 1C. | | | [removed: [Cybersecurity](#if74d5ebc296143a585cccb668a099d47_25)] [added: [Cybersecurity](#i25118ad6b5464dec8d767677883e3a6f_25)] | | | [removed: [26](#if74d5ebc296143a585cccb668a099d47_25)] [added: [27](#i25118ad6b5464dec8d767677883e3a6f_25)] | | |

| ITEM 2. | | | [removed: [Properties](#if74d5ebc296143a585cccb668a099d47_28)] [added: [Properties](#i25118ad6b5464dec8d767677883e3a6f_28)] | | | [removed: [27](#if74d5ebc296143a585cccb668a099d47_28)] [added: [29](#i25118ad6b5464dec8d767677883e3a6f_28)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#if74d5ebc296143a585cccb668a099d47_31)] [added: Proceedings](#i25118ad6b5464dec8d767677883e3a6f_31)] | | | [removed: [27](#if74d5ebc296143a585cccb668a099d47_31)] [added: [29](#i25118ad6b5464dec8d767677883e3a6f_31)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#if74d5ebc296143a585cccb668a099d47_34)] [added: Disclosures](#i25118ad6b5464dec8d767677883e3a6f_34)] | | | [removed: [27](#if74d5ebc296143a585cccb668a099d47_34)] [added: [29](#i25118ad6b5464dec8d767677883e3a6f_34)] | | |

| [PART [removed: II.](#if74d5ebc296143a585cccb668a099d47_37)] [added: II.](#i25118ad6b5464dec8d767677883e3a6f_37)] | | | | | | [removed: [28](#if74d5ebc296143a585cccb668a099d47_37)] [added: [30](#i25118ad6b5464dec8d767677883e3a6f_37)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if74d5ebc296143a585cccb668a099d47_40)] [added: Securities](#i25118ad6b5464dec8d767677883e3a6f_40)] | | | [removed: [28](#if74d5ebc296143a585cccb668a099d47_40)] [added: [30](#i25118ad6b5464dec8d767677883e3a6f_40)] | | |

| ITEM 6. | | | [removed: [Reserved](#if74d5ebc296143a585cccb668a099d47_43)] [added: [Reserved](#i25118ad6b5464dec8d767677883e3a6f_43)] | | | [removed: [30](#if74d5ebc296143a585cccb668a099d47_43)] [added: [32](#i25118ad6b5464dec8d767677883e3a6f_43)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if74d5ebc296143a585cccb668a099d47_46)] [added: Operations](#i25118ad6b5464dec8d767677883e3a6f_46)] | | | [removed: [30](#if74d5ebc296143a585cccb668a099d47_46)] [added: [32](#i25118ad6b5464dec8d767677883e3a6f_46)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if74d5ebc296143a585cccb668a099d47_85)] [added: Risk](#i25118ad6b5464dec8d767677883e3a6f_85)] | | | [removed: [47](#if74d5ebc296143a585cccb668a099d47_85)] [added: [48](#i25118ad6b5464dec8d767677883e3a6f_85)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#if74d5ebc296143a585cccb668a099d47_88)] [added: Data](#i25118ad6b5464dec8d767677883e3a6f_88)] | | | [removed: [49](#if74d5ebc296143a585cccb668a099d47_88)] [added: [50](#i25118ad6b5464dec8d767677883e3a6f_88)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if74d5ebc296143a585cccb668a099d47_196)] [added: Disclosure](#i25118ad6b5464dec8d767677883e3a6f_196)] | | | [removed: [95](#if74d5ebc296143a585cccb668a099d47_196)] [added: [100](#i25118ad6b5464dec8d767677883e3a6f_196)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#if74d5ebc296143a585cccb668a099d47_199)] [added: Procedures](#i25118ad6b5464dec8d767677883e3a6f_199)] | | | [removed: [95](#if74d5ebc296143a585cccb668a099d47_199)] [added: [100](#i25118ad6b5464dec8d767677883e3a6f_199)] | | |

| ITEM 9B. | | | [Other [removed: Information](#if74d5ebc296143a585cccb668a099d47_202)] [added: Information](#i25118ad6b5464dec8d767677883e3a6f_202)] | | | [removed: [96](#if74d5ebc296143a585cccb668a099d47_202)] [added: [101](#i25118ad6b5464dec8d767677883e3a6f_202)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if74d5ebc296143a585cccb668a099d47_208)] [added: Inspections](#i25118ad6b5464dec8d767677883e3a6f_208)] | | | [removed: [96](#if74d5ebc296143a585cccb668a099d47_208)] [added: [101](#i25118ad6b5464dec8d767677883e3a6f_208)] | | |

| [PART [removed: III.](#if74d5ebc296143a585cccb668a099d47_211)] [added: III.](#i25118ad6b5464dec8d767677883e3a6f_211)] | | | | | | [removed: [97](#if74d5ebc296143a585cccb668a099d47_211)] [added: [102](#i25118ad6b5464dec8d767677883e3a6f_211)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if74d5ebc296143a585cccb668a099d47_214)] [added: Governance](#i25118ad6b5464dec8d767677883e3a6f_214)] | | | [removed: [97](#if74d5ebc296143a585cccb668a099d47_214)] [added: [102](#i25118ad6b5464dec8d767677883e3a6f_214)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#if74d5ebc296143a585cccb668a099d47_217)] [added: Compensation](#i25118ad6b5464dec8d767677883e3a6f_217)] | | | [removed: [97](#if74d5ebc296143a585cccb668a099d47_217)] [added: [102](#i25118ad6b5464dec8d767677883e3a6f_217)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if74d5ebc296143a585cccb668a099d47_220)] [added: Matters](#i25118ad6b5464dec8d767677883e3a6f_220)] | | | [removed: [97](#if74d5ebc296143a585cccb668a099d47_220)] [added: [102](#i25118ad6b5464dec8d767677883e3a6f_220)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if74d5ebc296143a585cccb668a099d47_223)] [added: Independence](#i25118ad6b5464dec8d767677883e3a6f_223)] | | | [removed: [97](#if74d5ebc296143a585cccb668a099d47_223)] [added: [102](#i25118ad6b5464dec8d767677883e3a6f_223)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#if74d5ebc296143a585cccb668a099d47_226)] [added: Services](#i25118ad6b5464dec8d767677883e3a6f_226)] | | | [removed: [97](#if74d5ebc296143a585cccb668a099d47_226)] [added: [102](#i25118ad6b5464dec8d767677883e3a6f_226)] | | |

| [PART [removed: IV.](#if74d5ebc296143a585cccb668a099d47_229)] [added: IV.](#i25118ad6b5464dec8d767677883e3a6f_229)] | | | | | | [removed: [98](#if74d5ebc296143a585cccb668a099d47_229)] [added: [103](#i25118ad6b5464dec8d767677883e3a6f_229)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#if74d5ebc296143a585cccb668a099d47_232)] [added: Schedules](#i25118ad6b5464dec8d767677883e3a6f_232)] | | | [removed: [98](#if74d5ebc296143a585cccb668a099d47_232)] [added: [103](#i25118ad6b5464dec8d767677883e3a6f_232)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#if74d5ebc296143a585cccb668a099d47_235)] [added: Summary](#i25118ad6b5464dec8d767677883e3a6f_235)] | | | [removed: [98](#if74d5ebc296143a585cccb668a099d47_235)] [added: [103](#i25118ad6b5464dec8d767677883e3a6f_235)] | | |

| | | | [removed: [Signatures](#if74d5ebc296143a585cccb668a099d47_238)] [added: [Signatures](#i25118ad6b5464dec8d767677883e3a6f_238)] | | | [removed: [101](#if74d5ebc296143a585cccb668a099d47_238)] [added: [101](#i25118ad6b5464dec8d767677883e3a6f_238)] | | |

| [PART I.](#i25118ad6b5464dec8d767677883e3a6f_10) | | | | | | [3](#i25118ad6b5464dec8d767677883e3a6f_10) | | |

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

We maintain International Organization for Standardization [added: (“ISO”)] 27001 certification for our enterprise-wide information security management system and program.

Where applicable, we align [added: to, and our program is assessed] to [added: meet,] other industry standards or frameworks, including the Cloud Security Alliance’s Cloud Controls [removed: Matrix,] [added: Matrix (“CSA”),] the Payment Card Industry Data Security [removed: Standard, the Health Insurance Portability and Accountability Act,] [added: Standard (“PCI”), HIPAA,] and the CSF HiTRUST Common Security Framework.

The NIST Framework outlines security controls and outcomes over five functions: identify, protect, detect, respond, and [removed: recover;][added: recover.]

In 2026, we engaged an independent third-party to assess our program against the new NIST 2.0 Cybersecurity Framework;

- undergo periodic third-party assessments of our program, policies or applications, including annual reviews in connection with System and Organization Controls (“SOC”) 1 and 2 examinations, as well as annual independent assessments relating to HIPAA, CSA, ISO 27001 and PCI standards;

- participate in industry-led cybersecurity initiatives designed to strengthen cyber defense and help secure critical software and infrastructure.

In 2026, we joined Anthropic’s Project Glasswing, an industry initiative focused on using frontier AI models to enhance cybersecurity capabilities, improving our ability to identify and remediate security vulnerabilities;

We operate our business primarily from [removed: 43] [added: 50] facilities.

We lease 10 production-related facilities in Edgewood, New York; El Dorado Hills, California; South Windsor, Connecticut; [removed: Kansas City, Missouri;] [added: Urbandale, Iowa;] Dallas, Texas; Coppell, Texas; and Markham, Canada, with a combined space of [removed: 2.3] [added: 2.2] million square feet which are used in connection with our Investor Communication Solutions business.

We lease space at [removed: 32] [added: 39] additional locations, subject to customary lease arrangements [removed: and] which expire on a staggered basis.

There were [removed: 8,111] [added: 7,705] stockholders of record of the Company’s common stock as of [removed: August 1, 2025.][added: July 31, 2026.]

On August [removed: 4, 2025,] [added: 3, 2026,] our Board approved an increase in our quarterly cash dividend by [removed: $0.095] [added: $0.115] per share to [removed: $0.975] [added: $1.09] per share, an increase in our expected annual dividend amount from [removed: $3.52 to] $3.90 [added: to $4.36] per share.

Our subsidiaries through which we provide our business process [removed: outsourcing and mutual] [added: outsourcing,] fund [removed: processing services,] [added: processing, registered fund distribution, and transfer agency services] are regulated and may be subject to restrictions on their ability to pay dividends to us.

The following graph compares the cumulative total return on Broadridge common stock from June 30, [removed: 2020] [added: 2021] to June 30, [removed: 2025,] [added: 2026,] with the comparable cumulative return of the: (i) S&P 500 Index, and (ii) S&P 500 Industrials Index.

The graph assumes $100 was invested on June 30, [removed: 2020] [added: 2021] in our common stock and in each of the indices and assumes that all cash dividends are reinvested.

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

[removed: ][added: ]

| | | | | | | 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] | | | | | | June 30, [removed: 2025] [added: 2026] | | |

| Broadridge Financial Solutions. Inc. Common Stock | | | | | | $ | 100.00 | | | | | $ | [removed: 130.03] [added: 89.72] | | | | | $ | [removed: 116.67] [added: 106.29] | | | | | $ | [removed: 138.21] [added: 128.52] | | | | | $ | [removed: 167.11] [added: 161.02] | | | | | $ | [removed: 209.37] [added: 92.59] | |

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: 2025:][added: 2026:]

(1)Includes [removed: 125,285] [added: 5,713] shares purchased from employees to pay taxes related to the vesting of restricted stock units.

(2)During the fiscal quarter ended June 30, [removed: 2025,] [added: 2026,] the Company repurchased [removed: 422,130] [added: 1,664,455] shares of common stock at an average price of [removed: $236.91] [added: $150.22] under its share repurchase program.

At June 30, [removed: 2025,] [added: 2026,] the Company had [removed: 6,829,217] [added: 3,464,789] shares available for repurchase under its share repurchase program.

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 89.37 | | | | | $ | 106.86 | | | | | $ | 133.08 | | | | | $ | 153.23 | | | | | $ | 187.39 | |

| S&P 500 Industrials Index | | | | | | $ | 100.00 | | | | | $ | 86.57 | | | | | $ | 108.31 | | | | | $ | 125.07 | | | | | $ | 153.48 | | | | | $ | 195.12 | |

| April 1, 2026 – April 30, 2026 | | | 1,927 | | | | | | | | | $ | 159.98 | | | | | — | | | | | | 5,129,244 | | |

| May 1, 2026 – May 31, 2026 | | | 1,177,004 | | | | | | | | | 148.88 | | | | | | 1,174,123 | | | | | | 3,955,121 | | |

| June 1, 2026 – June 30, 2026 | | | 491,237 | | | | | | | | | 153.40 | | | | | | 490,332 | | | | | | 3,464,789 | | |

| Total | | | 1,670,168 | | | | | | | | | $ | 150.22 | | | | | 1,664,455 | | | | | | | | |

| 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 | |

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.

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 | | | | | | | | |

| [Report of Deloitte & Touche LLP Independent Registered Public Accounting [removed: Firm](#if74d5ebc296143a585cccb668a099d47_94)] [added: Firm](#i25118ad6b5464dec8d767677883e3a6f_94)] (PCAOB ID No. [removed: 34[)](#if74d5ebc296143a585cccb668a099d47_94)] [added: 34[)](#i25118ad6b5464dec8d767677883e3a6f_94)] | | | [removed: [50](#if74d5ebc296143a585cccb668a099d47_94)] [added: [51](#i25118ad6b5464dec8d767677883e3a6f_94)] | | |

| [Consolidated Statements of Earnings for the Fiscal Years Ended June 30, [removed: 202](#if74d5ebc296143a585cccb668a099d47_97)[5](#if74d5ebc296143a585cccb668a099d47_97)[, 202](#if74d5ebc296143a585cccb668a099d47_97)[4](#if74d5ebc296143a585cccb668a099d47_97)[,] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_97)[6](#i25118ad6b5464dec8d767677883e3a6f_97)[, 202](#i25118ad6b5464dec8d767677883e3a6f_97)[5](#i25118ad6b5464dec8d767677883e3a6f_97)[,] and [removed: 202](#if74d5ebc296143a585cccb668a099d47_97)[3](#if74d5ebc296143a585cccb668a099d47_97)] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_97)[4](#i25118ad6b5464dec8d767677883e3a6f_97)] | | | [removed: [52](#if74d5ebc296143a585cccb668a099d47_97)] [added: [53](#i25118ad6b5464dec8d767677883e3a6f_97)] | | |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, [removed: 202](#if74d5ebc296143a585cccb668a099d47_100)[5](#if74d5ebc296143a585cccb668a099d47_100)[, 202](#if74d5ebc296143a585cccb668a099d47_100)[4](#if74d5ebc296143a585cccb668a099d47_100)[,] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_100)[6](#i25118ad6b5464dec8d767677883e3a6f_100)[, 202](#i25118ad6b5464dec8d767677883e3a6f_100)[5](#i25118ad6b5464dec8d767677883e3a6f_100)[,] and [removed: 202](#if74d5ebc296143a585cccb668a099d47_100)[3](#if74d5ebc296143a585cccb668a099d47_100)] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_100)[4](#i25118ad6b5464dec8d767677883e3a6f_100)] | | | [removed: [53](#if74d5ebc296143a585cccb668a099d47_100)] [added: [54](#i25118ad6b5464dec8d767677883e3a6f_100)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 202](#if74d5ebc296143a585cccb668a099d47_103)[5](#if74d5ebc296143a585cccb668a099d47_103)] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_103)[6](#i25118ad6b5464dec8d767677883e3a6f_103)] [and [removed: 202](#if74d5ebc296143a585cccb668a099d47_103)[4](#if74d5ebc296143a585cccb668a099d47_103)] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_103)[5](#i25118ad6b5464dec8d767677883e3a6f_103)] | | | [removed: [54](#if74d5ebc296143a585cccb668a099d47_103)] [added: [55](#i25118ad6b5464dec8d767677883e3a6f_103)] | | |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, [removed: 202](#if74d5ebc296143a585cccb668a099d47_106)[5](#if74d5ebc296143a585cccb668a099d47_106)[, 202](#if74d5ebc296143a585cccb668a099d47_106)[4](#if74d5ebc296143a585cccb668a099d47_106)[,] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_106)[6](#i25118ad6b5464dec8d767677883e3a6f_106)[, 202](#i25118ad6b5464dec8d767677883e3a6f_106)[5](#i25118ad6b5464dec8d767677883e3a6f_106)[,] and [removed: 202](#if74d5ebc296143a585cccb668a099d47_106)[3](#if74d5ebc296143a585cccb668a099d47_106)] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_106)[4](#i25118ad6b5464dec8d767677883e3a6f_106)] | | | [removed: [55](#if74d5ebc296143a585cccb668a099d47_106)] [added: [56](#i25118ad6b5464dec8d767677883e3a6f_106)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, [removed: 202](#if74d5ebc296143a585cccb668a099d47_109)[5](#if74d5ebc296143a585cccb668a099d47_109)[, 202](#if74d5ebc296143a585cccb668a099d47_109)[4](#if74d5ebc296143a585cccb668a099d47_109)[,] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_109)[6](#i25118ad6b5464dec8d767677883e3a6f_109)[, 202](#i25118ad6b5464dec8d767677883e3a6f_109)[5](#i25118ad6b5464dec8d767677883e3a6f_109)[,] and [removed: 202](#if74d5ebc296143a585cccb668a099d47_109)[3](#if74d5ebc296143a585cccb668a099d47_109)] [added: 202](#i25118ad6b5464dec8d767677883e3a6f_109)[4](#i25118ad6b5464dec8d767677883e3a6f_109)] | | | [removed: [56](#if74d5ebc296143a585cccb668a099d47_109)] [added: [57](#i25118ad6b5464dec8d767677883e3a6f_109)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if74d5ebc296143a585cccb668a099d47_112)] [added: Statements](#i25118ad6b5464dec8d767677883e3a6f_112)] | | | [removed: [57](#if74d5ebc296143a585cccb668a099d47_112)] [added: [58](#i25118ad6b5464dec8d767677883e3a6f_112)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#if74d5ebc296143a585cccb668a099d47_193)] [added: Accounts](#i25118ad6b5464dec8d767677883e3a6f_193)] | | | [removed: [94](#if74d5ebc296143a585cccb668a099d47_193)] [added: [99](#i25118ad6b5464dec8d767677883e3a6f_193)] | | |

We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] 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: 2025,] [added: 2026,] and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

We [removed: also] have [removed: audited] [added: also audited, in accordance with] the [added: standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the] Company’s internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by [removed: COSO.][added: COSO and our report dated June 30, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.]

| [removed: Goodwill] [added: Digital Assets] - Refer to [removed: Notes] [added: Note] 2 and [removed: 10] [added: Note 8] to the financial statements | | |

| | | | | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Revenues | | | (Note 3) | | | | | | $ | [removed: 6,889.1] [added: 7,476.8] | | | | | $ | [removed: 6,506.8] [added: 6,889.1] | | | | | $ | [removed: 6,060.9] [added: 6,506.8] | |

| Cost of revenues | | | | | | | | | [removed: 4,752.3] [added: 5,100.7] | | | | | | [removed: 4,572.9] [added: 4,752.3] | | | | | | [removed: 4,275.5] [added: 4,572.9] | | |

| Selling, general and administrative expenses | | | | | | | | | [removed: 948.2] [added: 1,075.5] | | | | | | [removed: 916.8] [added: 948.2] | | | | | | [removed: 849.0] [added: 916.8] | | |

| Total operating expenses | | | | | | | | | [removed: 5,700.6] [added: 6,176.2] | | | | | | [removed: 5,489.7] [added: 5,700.6] | | | | | | [removed: 5,124.5] [added: 5,489.7] | | |

| Operating income | | | | | | | | | [removed: 1,188.6] [added: 1,300.6] | | | | | | [removed: 1,017.1] [added: 1,188.6] | | | | | | [removed: 936.4] [added: 1,017.1] | | |

| Interest expense, net | | | (Note 5) | | | | | | [removed: (122.7)] [added: (99.9)] | | | | | | [removed: (138.1)] [added: (122.7)] | | | | | | [removed: (135.5)] [added: (138.1)] | | |

| Other non-operating [removed: expenses,] [added: income (expenses),] net | | | | | | | | | [removed: (7.1)] [added: 245.2] | | | | | | [removed: (1.7)] [added: (7.1)] | | | | | | [removed: (6.0)] [added: (1.7)] | | |

| Earnings before income taxes | | | | | | | | | [removed: 1,058.7] [added: 1,445.8] | | | | | | [removed: 877.4] [added: 1,058.7] | | | | | | [removed: 794.9] [added: 877.4] | | |

| Provision for income taxes | | | (Note [removed: 18)] [added: 19)] | | | | | | [removed: 219.2] [added: 321.6] | | | | | | [removed: 179.3] [added: 219.2] | | | | | | [removed: 164.3] [added: 179.3] | | |

| Net earnings | | | | | | | | | $ | [removed: 839.5] [added: 1,124.3] | | | | | $ | [removed: 698.1] [added: 839.5] | | | | | $ | [removed: 630.6] [added: 698.1] | |

| Basic earnings per share | | | | | | | | | $ | [removed: 7.17] [added: 9.67] | | | | | $ | [removed: 5.93] [added: 7.17] | | | | | $ | [removed: 5.36] [added: 5.93] | |

| Diluted earnings per share | | | | | | | | | $ | [removed: 7.10] [added: 9.60] | | | | | $ | [removed: 5.86] [added: 7.10] | | | | | $ | [removed: 5.30] [added: 5.86] | |

| Basic | | | (Note 4) | | | | | | [removed: 117.1] [added: 116.3] | | | | | | [removed: 117.7] [added: 117.1] | | | | | | 117.7 | | |

| Diluted | | | (Note 4) | | | | | | [removed: 118.3] [added: 117.1] | | | | | | [removed: 119.1] [added: 118.3] | | | | | | [removed: 119.0] [added: 119.1] | | |

| | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net earnings | | | | | | $ | [removed: 839.5] [added: 1,124.3] | | | | | $ | [removed: 698.1] [added: 839.5] | | | | | $ | [removed: 630.6] [added: 698.1] | |

| Foreign currency translation adjustments | | | | | | [removed: 56.7] [added: (10.8)] | | | | | | [removed: (46.8)] [added: 56.7] | | | | | | [removed: (59.4)] [added: (46.8)] | | |

| Pension and post-retirement liability adjustment, net of tax benefit (provision) of [removed: $(0.4), $0.4] [added: $0.4, $(0.4)] and [removed: $(0.1)] [added: $0.4] for the years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively | | | | | | [removed: 1.3] [added: (1.3)] | | | | | | [removed: (1.1)] [added: 1.3] | | | | | | [removed: 0.2] [added: (1.1)] | | |

| Cash flow hedge amortization, net of taxes of $(0.3), $(0.3), and $(0.3) for the years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively | | | | | | 0.8 | | | | | | 0.8 | | | | | | 0.8 | | |

| Total other comprehensive income (loss), net | | | | | | [removed: 58.8] [added: (11.2)] | | | | | | [removed: (47.0)] [added: 58.8] | | | | | | [removed: (58.4)] [added: (47.0)] | | |

| Comprehensive income | | | | | | $ | [removed: 898.3] [added: 1,113.0] | | | | | $ | [removed: 651.1] [added: 898.3] | | | | | $ | [removed: 572.2] [added: 651.1] | |

| | | | [added: June 30, 2026] | | | | | | June 30, 2025 | | | | | | June 30, 2024 | | |

| Cash and cash equivalents | | | | | | | | | $ | [removed: 561.5] [added: 402.9] | | | | | $ | [removed: 304.4] [added: 561.5] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $12.5] [added: $13.2] and [removed: $9.7,] [added: $12.5,] respectively | | | | | | | | | [removed: 1,077.1] [added: 1,129.4] | | | | | | [removed: 1,065.6] [added: 1,077.1] | | |

| Other current assets | | | | | | | | | [removed: 178.5] [added: 215.8] | | | | | | [removed: 170.9] [added: 178.5] | | |

| Total current assets | | | | | | | | | [removed: 1,817.1] [added: 1,748.1] | | | | | | [removed: 1,540.9] [added: 1,817.1] | | |

| Critical Audit Matter Description The Company recognizes Canton Coins, which are digital assets earned through its role as a Validator and Super Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure, as a component of Other non-current assets on the Consolidated Balance Sheets. The Company generally holds the Canton Coins on its balance sheet for investment purposes and accounts for these digital assets at fair value with changes in fair value recognized in net income in accordance with ASC 350-60, Crypto Assets. As of June 30, 2026, the fair value of the Company’s digital assets was $216 million. We identified digital assets as a critical audit matter due to the nature and extent of audit effort required to obtain sufficient appropriate audit evidence to address the risks of material misstatement related to the existence and rights and obligations of digital assets. Additionally, we identified the accounting treatment of the digital assets and their presentation and disclosure as a critical audit matter due to the complexity and subjectivity of the transactions discussed in Note 2 and Note 8 to the financial statements. | | |

| Our audit procedures performed to address this critical audit matter included the following, among others: •With assistance of professionals in our firm having expertise in accounting for digital assets, we evaluated the Company’s accounting analysis and disclosure of Canton Coins being within the scope of ASC 350-60, certain revenue recognition conclusions for services performed as a Validator and Super Validator, and transactions related to the private placement in public equity offering. We tested selected digital asset transactions to validate these conclusions. •We evaluated the design and tested the operating effectiveness of certain internal controls over digital assets. •We involved IT professionals with specialized skills in blockchain technology to assist in evaluating certain internal controls over the Company’s private key management process such as controls related to physical access, key generation, and segregation of duties across the processes. •We obtained evidence of the Company’s control of the private cryptographic keys required to access digital assets by observing the movement of selected digital assets to verify the Company’s ability to initiate transfers on the Canton Network’s public-permissioned blockchain. •We obtained a confirmation response verifying the Company’s Canton Coin holdings to confirm the existence of the digital assets at period-end. •We compared the Company’s record of digital asset transactions to information recorded on the public-permissioned blockchain using our proprietary audit tool and evaluated the relevance and reliability of the information from the Canton Network’s public-permissioned blockchain data used as audit evidence. | | |

August 4, 2026

| Net earnings | | | | | | $ | 1,124.3 | | | | | $ | 839.5 | | | | | $ | 698.1 | |

| Digital assets change in fair market value | | | | | | (231.4) | | | | | | — | | | | | | — | | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,124.3 | | | | | | — | | | | | | (11.2) | | | | | | 1,113.0 | | |

| Cumulative effect of change in accounting principle (a) | | | | | | | | | | | | | | | | | | — | | | | | | 18.4 | | | | | | — | | | | | | — | | | | | | 18.4 | | |

| Balances, June 30, 2026 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,771.2 | | | | | $ | 4,553.6 | | | | | $ | (3,201.7) | | | | | $ | (284.1) | | | | | $ | 2,840.5 | |

(a) Reflects the adoption of accounting standard (ASU No. 2023-08) as described in Note 2, “Summary of Significant Accounting Policies.”

Through our Regulatory Solutions, Broadridge handles the entire proxy materials distribution and voting process for our bank, broker-dealer, corporate issuer and fund clients.

In addition, Broadridge provides international corporate governance solutions that address its clients’ needs across Europe, the Middle East and Africa, and the Asia-Pacific region.

These solutions include institutional and retail global proxy services for financial intermediaries, as well as shareholder disclosure management, data and analytics for both financial intermediaries and corporate issuers.

For asset managers, broker-dealers, and retirement service providers, Broadridge provides a full range of data-driven analytics solutions that operate globally and provide data to power investment product distribution data and predictive modeling, provide insights and research to enable asset managers to optimize product distribution across retail and institutional channels, and automate important tasks such as fund registration, commission payments and compliance monitoring.

Broadridge also supports clients across financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with omni-channel customer communications management solutions.

Broadridge’s capabilities span transactional communications, such as statements and bills, marketing communications, including personalized campaigns and microsites, and regulatory communications, such as trade confirmations and explanations of benefits.

Broadridge’s Post-Trade Processing solutions provide a multi-entity, multi-currency back-office platform serving institutional, correspondent clearing, proprietary trading, prime brokerage, custody and primary dealer clients.

The platforms support real-time processing across a broad range of asset classes, including equities, ETFs, options, mutual funds, U.S. Treasuries, agencies, corporate and municipal bonds, mortgage backed securities, structured products, and foreign exchange.

In addition, our distributed ledger repo solution (“DLR”) uses blockchain-enabled distributed ledger technology and smart contracts to automate end-to-end repo lifecycle processing.

This in turn drives greater liquidity, collateral mobility, and operational efficiency while driving cost savings for our clients.

In addition, Other current assets also includes prepaid items of $158.4 million and $132.0 million at June 30, 2026 and 2025, respectively.

The Company’s policy with respect to interest and penalties related to uncertain tax benefits is to recognize them as a component of the Provision for income taxes.

We have evaluated the current and future impact of these tax law changes.

The changes result in a reduction to cash payments for income taxes but no material impact on the Company’s effective tax rate.

Derivative financial instruments are entered with creditworthy institutions and are used solely for risk management purposes and not for trading or speculative purposes.

Derivative instruments are recognized gross on the Consolidated Balance Sheets as either assets or liabilities measured at fair value.

For derivatives designated as fair value hedges, changes in the fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the same line item in current period earnings.

For derivatives designated as cash flow hedges, changes in the fair value of the derivative are recorded in other comprehensive income (loss).

Upon settlement of the derivative, amounts deferred in Accumulated other comprehensive income (loss) are reclassified to interest expense over the periods in which the hedged interest payments affect earnings.

For derivatives designated as hedges, the Company assesses hedge effectiveness on an ongoing basis.

Refer to Note 7, “Derivative Instruments” for further details regarding the Company’s derivative instrument holdings.

U.

Digital Assets. As part of its investment in its Distributed Ledger Repo solution, the Company has engaged with the Canton Network’s decentralized interoperability structure.

Beginning in the fourth quarter of fiscal year 2024, the Company performs services as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure.

The Canton Network is a public-permissioned blockchain network designed with privacy and controls to facilitate the exchange of regulated financial assets.

The Canton Network’s Global Synchronizer includes a utility token, a digital asset called the Canton Coin, which is used to pay traffic fees for using the Global Synchronizer.

The Company earns Canton Coins for its function as a Super Validator and Validator on the Canton Network.

As discussed in the “New Accounting Pronouncements” section of this note, the Company adopted ASU No. 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” during the first quarter of fiscal year 2026, which requires entities to measure crypto assets that meet specific criteria at fair value.

Prior to the adoption of ASU No. 2023-08 in the first quarter of fiscal year 2026, the Company held the Canton Coins on its Balance Sheet at their cost basis, which was immaterial, for investment purposes and to pay any fees associated with its Canton Network activity.

During the first quarter of 2026, the Company began converting the coins to cash nearly immediately after they were earned and continued to do so periodically throughout the second fiscal quarter of 2026.

The cost basis of the Canton Coins received is initially recorded at fair value on the date of receipt as a component of Other non-current assets on the Consolidated Balance Sheets and Revenue on the Statements of Earnings within the Company’s GTO reportable segment.

| 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 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. | | |

| Our audit procedures related to the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, selection of the terminal value growth rates and weighted-average cost of capital used to determine the discount rates for a reporting unit within the GTO segment included the following, among others: • We tested the effectiveness of controls over goodwill, including those over 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 rates and weighted-average cost of capital used to determine the discount rates. • We performed a sensitivity analysis on the projected future operating cash flows to determine what revenue and earnings before interest and taxes growth rates are needed to cause an impairment for certain of the reporting units. • We evaluated the reasonableness of management’s projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues by comparing to (1) historical results for the reporting unit, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases, analyst and industry reports of the Company and companies in its peer group. • We considered the impact of changes in the regulatory environment, uncertainty in the market, and economic conditions on management’s forecasts. • With the assistance of our fair value specialists, we evaluated the discount rate and terminal value growth rate for the reporting unit, including testing the underlying source information and the mathematical accuracy of the calculations by developing a range of independent estimates and comparing those to the discount and terminal value growth rates selected by management. | | |

August 5, 2025

| Balances, June 30, 2022 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,344.7 | | | | | $ | 2,824.0 | | | | | $ | (2,024.8) | | | | | $ | (226.3) | | | | | $ | 1,919.1 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 630.6 | | | | | | — | | | | | | (58.4) | | | | | | 572.2 | | |

A large portion of Broadridge’s ICS business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing.

For asset managers and retirement service providers, Broadridge offers data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information.

Broadridge’s data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally.

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.

Broadridge also offers regulatory filings and disclosure solutions, including annual SEC filing services and capital markets transaction services, and provides registrar, stock transfer and record-keeping services through its transfer agency services.

Broadridge provides omni-channel customer communications solutions which include print and digital solutions to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience.

Through one point of integration, the Broadridge Communications CloudSM platform helps companies create, deliver, and manage their communications and customer engagement.

The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

Broadridge also provides a set of multi-asset, multi-entity and multi-currency trading, connectivity and post-trade solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives and mutual funds.

Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.

The key judgment for determining the amount of costs to be deferred relates to the extent to which such costs are recoverable.

This estimate includes (i) projected future client revenues, including variable revenues, offset by an estimate of conversion costs including an estimate of onboarding costs as well as ongoing operational costs, and (ii) an estimate of the expected client life.

This is also the basis for which the Company assesses such costs for impairment.

The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data.

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

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU No. 2023-07”), which requires an entity to improve its disclosures related to reportable segments and provide additional, more detailed information about a reportable segment’s expenses.

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

Refer to Note 21, “Financial Data by Segment”.

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.

- Our discussions with the Canadian Competition Bureau are ongoing.

During the fiscal year ended June 30, 2023, there were no material acquisitions.

| Securities | | | | | | $ | 0.8 | | | | | $ | — | | | | | $ | — | | | | | $ | 0.8 | |

| Securities (a) | | | | | | 170.6 | | | | | | — | | | | | | — | | | | | | 170.6 | | |

| Derivative asset | | | | | | — | | | | | | 59.9 | | | | | | — | | | | | | 59.9 | | |

| Total assets as of June 30, 2024 | | | | | | $ | 171.4 | | | | | $ | 59.9 | | | | | $ | — | | | | | $ | 231.3 | |

| Total liabilities as of June 30, 2024 | | | | | | $ | — | | | | | $ | — | | | | | $ | 14.0 | | | | | $ | 14.0 | |

_________

| Payments | | | | | | — | | | | | | (5.2) | | |

| 2026 | | | $ | 42.7 | |

| 2027 | | | 43.5 | | |

| 2028 | | | 37.5 | | |

| 2029 | | | 30.4 | | |

| 2030 | | | 19.3 | | |

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer as of June 30, [removed: 2025,] [added: 2026,] evaluated the effectiveness of our disclosure controls as defined in Rule 13a-15(e) under the Exchange Act.

The Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, [removed: 2025] [added: 2026] were effective to ensure that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Management has performed an assessment of the effectiveness of Broadridge’s internal control over financial reporting as of June 30, [removed: 2025] [added: 2026] based upon criteria set forth in *Internal Control—Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that Broadridge’s internal control over financial reporting was effective as of June 30, [removed: 2025.][added: 2026.]

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: 2025] [added: 2026] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

August 4, 2026

August 5, 2025

None

On May 14, 2025, the Company’s Chief Executive Officer, Timothy C.

Gokey, adopted a Rule 10b5-1 trading arrangement (the “Gokey 10b5-1 Plan”) for the sale of securities of the Company.

The Gokey 10b5-1 Plan allows for (1) the contemporaneous exercise of options and sale of up to 146,392 underlying shares of the Company’s common stock received upon exercise, 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 Gokey 10b5-1 Plan will expire on February 13, 2026.

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.

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: 2025] [added: 2026] (the “Proxy Statement”).

Date: August [removed: 5, 2025][added: 4, 2026]

| /s/ TIMOTHY C. GOKEY | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August [removed: 5, 2025] [added: 4, 2026] | | |

| /s/ ASHIMA GHEI | | | | | | Corporate Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | | | August [removed: 5, 2025] [added: 4, 2026] | | |

| /S/ ROBERT N. DUELKS | | | | | | Director | | | August [removed: 5, 2025] [added: 4, 2026] | | |

| /S/ MELVIN L. FLOWERS | | | | | | Director | | | August [removed: 5, 2025] [added: 4, 2026] | | |

| /S/ MAURA A. MARKUS | | | | | | Director | | | August [removed: 5, 2025] [added: 4, 2026] | | |

| /s/ ANNETTE L. NAZARETH | | | | | | Director | | | August [removed: 5, 2025] [added: 4, 2026] | | |

| /S/ AMIT K. ZAVERY | | | | | | Director | | | August [removed: 5, 2025] [added: 4, 2026] | | |

| [removed: [1.3](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm)] [added: [1.3](https://www.sec.gov/Archives/edgar/data/1383312/000114036126019332/ef20072392_ex1-1.htm)] | | | | | | [Underwriting Agreement, dated as of [removed: June 21, 2016,] [added: May 4, 2026,] among Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC, [removed: Mitsubishi UFJ Securities (USA),] [added: BofA Securities,] Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on [removed: June 27, 2016)](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm)] [added: May 6, 2026)](https://www.sec.gov/Archives/edgar/data/1383312/000114036126019332/ef20072392_ex1-1.htm)] | | | | | | | | |

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

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture dated [removed: June 27, 2016] [added: as of December 9, 2019,] by and [removed: among] [added: between] Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as [removed: trustee] [added: Trustee] (incorporated by reference to Exhibit 4.2 [removed: to] [added: of] Form 8-K filed on [removed: June 27, 2016)](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] [added: December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] | | | | | | | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] | | | | | | [Form of Broadridge Financial Solutions, Inc. [removed: 3.400%] [added: 2.900%] Senior Note due [removed: 2026] [added: 2029] (incorporated by reference to Exhibit [added: 4.3 and included in Exhibit] 4.2 to Form 8-K filed on [removed: June 27, 2016)](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] [added: December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] | | | | | | | | |

| [removed: [4.4](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture dated as of [removed: December 9, 2019,] [added: May 17, 2021,] by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on [removed: December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] [added: May 17, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | | | |

| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | [Form of Broadridge Financial Solutions, Inc. [removed: 2.900%] [added: 2.600%] Senior Note due [removed: 2029] [added: 2031] (incorporated by reference to Exhibit 4.3 [added: to Form 8-K filed on May 17, 2021,] and [added: is] included in Exhibit 4.2 to Form 8-K filed on [removed: December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] [added: May 17, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex46description_ofxsecurit.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit46-descriptionofsec.htm)] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex46description_ofxsecurit.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit46-descriptionofsec.htm)] | | | | | | | | |

| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1383312/000114036126021675/ef20073635_ex4-2.htm)] | | | | | | [removed: [Fifth] [added: [First] Supplemental Indenture dated as of May [removed: 17, 2021,] [added: 15, 2026,] by and between Broadridge Financial Solutions, Inc. and U.S. Bank [added: Trust Company,] National Association, as Trustee (incorporated by reference to Exhibit 4.2 [removed: of] [added: to] Form 8-K filed on May [removed: 17, 2021)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] [added: 15, 2026)](https://www.sec.gov/Archives/edgar/data/1383312/000114036126021675/ef20073635_ex4-2.htm)] | | | | | | | | |

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1383312/000114036126021675/ef20073635_ex4-2.htm)] | | | | | | [Form of Broadridge Financial Solutions, Inc. [removed: 2.600%] [added: 5.750%] Senior [removed: Note] [added: Notes] due [removed: 2031] [added: 2036] (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May [removed: 17, 2021,] [added: 15, 2026] and [removed: is] included in Exhibit 4.2 [removed: to Form 8-K filed on May 17, 2021)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] [added: thereof)](https://www.sec.gov/Archives/edgar/data/1383312/000114036126021675/ef20073635_ex4-2.htm)] | | | | | | | | |

| [removed: [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)] [added: [10.20](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/1383312/000114036119017401/ex10_1.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)] [added: [10.21](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)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)] [added: [10.22](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: [10.23](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex101fy26_stockoptionagree.htm)] | | | | | | [Form of Stock Option Grant Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit [removed: 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] [added: 10.1 to] Form [removed: 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)] [added: 10-Q filed on November 4, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex101fy26_stockoptionagree.htm)] | | | | | | | | |

| [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 [removed: 10-K on] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm) [filed](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm) [on] August 12, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm) | | | | | | | | |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000051/a101-stockoptionagreement_.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex103fy26_prsuagreementxus.htm)] | | | | | | [Form of Restricted Stock Unit Grant Award Agreement (Performance-Based) for U.S. Corporate [removed: 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] [added: Officers (incorporated] by reference to Exhibit [removed: 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] [added: 10.3 to] Form 10-Q filed on [removed: 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)] [added: November 4, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex103fy26_prsuagreementxus.htm)] | | | | | | | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex103_rsuagreementxusxoffi.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex104fy26_rsuagreementxusx.htm)] | | | | | | [Form of Restricted Stock Unit Grant Award Agreement (Time-Based) for U.S. Corporate Officers (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to Form 10-Q filed on [removed: 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)] [added: November 4, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex104fy26_rsuagreementxusx.htm)] | | | | | | | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000049/ex101stockoptionagreement-.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex102fy26_stockoptionagree.htm)] | | | | | | [Form of Stock Option Grant Award Agreement for U.S. Corporate Officers (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Form 10-Q filed on [removed: 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)] [added: November 4, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000162828025048668/ex102fy26_stockoptionagree.htm)] | | | | | | | | |

| [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/1383312/000162828025037656/exhibit1028clawback_policy.htm)] [added: Policy (incorporated by reference to Exhibit 10.28 to Form 10-K filed on August 5, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit1028clawback_policy.htm)] | | | | | | | | |

| [removed: [10.29](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001383312/000114036123040281/brhc20057693_8k.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1383312/000114036125032204/ef20054206_10-1.htm)] | | | | | | [removed: [Amended and Restated Term] [added: [Term] Credit Agreement [removed: as of] dated August [removed: 17, 2023,] [added: 21, 2025,] 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 August [removed: 17, 2023)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001383312/000114036123040281/brhc20057693_8k.htm)] [added: 21, 2025)](https://www.sec.gov/Archives/edgar/data/1383312/000114036125032204/ef20054206_10-1.htm)] | | | | | | | | |

| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/1383312/000138331225000006/ex102sismsa2q202510q.htm)] [added: [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) | | | | | | | | |

| [removed: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex141code_ofxbusinessxcond.htm)] [added: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/ex141code_ofxbusinessxcond.htm)] | | | | | | [Code of Business Conduct and [removed: Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/ex141code_ofxbusinessxcond.htm)] [added: Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/ex141code_ofxbusinessxcond.htm)] | | | | | | | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm) | | | | | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm) [](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm)[(incorporated] [added: Policy (incorporated] by reference to Exhibit [removed: 1](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm)[9.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm) [to] [added: 19.1 to] Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm)[K](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm) [August] [added: 10-K filed on August] 6, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit191insidertrading.htm)] | | | | | | | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit21-subsidiaries2025.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit_21x-xsubsidiariesx.htm)] | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit21-subsidiaries2025.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit_21x-xsubsidiariesx.htm)] | | | | | | | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit23form10-k2025.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit23form10-k2026.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit23form10-k2025.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit23form10-k2026.htm)] | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit31110-k2025.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit31110-k2026.htm)] | | | | | | [Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit31110-k2025.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit31110-k2026.htm)] | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit31210-k2025.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit31210-k2026.htm)] | | | | | | [Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit31210-k2025.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit31210-k2026.htm)] | | | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit32110-k2025.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit32110-k2026.htm)] | | | | | | [Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit32110-k2025.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit32110-k2026.htm)] | | | | | | | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit32210-k2025.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit32210-k2026.htm)] | | | | | | [Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000162828025037656/exhibit32210-k2025.htm)] [added: 200](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit32210-k2026.htm)2] | | | | | | | | |

| 101 | | | | | | The following financial statements from the Broadridge Financial Solutions, Inc. Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2025,] [added: 2026,] formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of earnings for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] (ii) consolidated statements of comprehensive income for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] (iii) consolidated balance sheets as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] (iv) consolidated statements of cash flows for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] (v) consolidated statements of stockholders’ equity for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] and (vi) the notes to the Consolidated Financial Statements. | | | | | | | | |

| /s/ CHRISTOPHER J. PERRY | | | | | | Director and President | | | August 4, 2026 | | |

| Christopher J. Perry | | | | | | | | | | | |

| /S/ EILEEN K. MURRAY | | | | | | Chairperson of the Board | | | August 4, 2026 | | |

| /s/ TODD T. DIGANCI | | | | | | Director | | | August 4, 2026 | | |

| Todd T. Diganci | | | | | | | | | | | |

| /S/ PATRICIA A. MOSCONI | | | | | | Director | | | August 4, 2026 | | |

| Patricia A. Mosconi | | | | | | | | | | | |

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

| [4.7](https://www.sec.gov/Archives/edgar/data/1383312/000114036126021675/ef20073635_ex4-1.htm) | | | | | | [Indenture dated as of May 15, 2026 by and between Broadridge Financial Solutions, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 15, 2026)](https://www.sec.gov/Archives/edgar/data/1383312/000114036126021675/ef20073635_ex4-1.htm) | | | | | | | | |

| [10.32*](https://www.sec.gov/Archives/edgar/data/1383312/000162828026028675/ex101kyndrylamdt17privat.htm) | | | | | | [Amendment Number Seventeen to the Private Cloud Information Technology Services Agreement, dated March 31, 2026, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on April 30, 2026)](https://www.sec.gov/Archives/edgar/data/1383312/000162828026028675/ex101kyndrylamdt17privat.htm) | | | | | | | | |

| [10.33*](https://www.sec.gov/Archives/edgar/data/1383312/000162828026028675/ex102kyndrylamdt5ar2019i.htm) | | | | | | [Amendment Number Five to the Amended and Restated 2019 Information Technology Services Agreement, dated March 31, 2026, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on April 30, 2026)](https://www.sec.gov/Archives/edgar/data/1383312/000162828026028675/ex102kyndrylamdt5ar2019i.htm) | | | | | | | | |

| [10.34*](https://www.sec.gov/Archives/edgar/data/1383312/000162828026028675/ex103kyndrylamdt1sisserv.htm) | | | | | | [Amendment Number One to the SIS Services Agreement, dated March 31, 2026, by and between Broadridge Software ULC and Kyndryl Canada Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on April 30, 2026)](https://www.sec.gov/Archives/edgar/data/1383312/000162828026028675/ex103kyndrylamdt1sisserv.htm) | | | | | | | | |

| [10.35*](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit1035-ibmamdt1.htm) | | | | | | [Amendments to the Private Cloud Information Technology Services Agreement, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc.](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit1035-ibmamdt1.htm) | | | | | | | | |

| [10.36*](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit1036kyndralamdt12.htm) | | | | | | [Amendment Number Two to the Amended and Restated 2019 Information Technology Services Agreement, dated December 31, 2019, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc.](https://www.sec.gov/Archives/edgar/data/1383312/000162828026052243/exhibit1036kyndralamdt12.htm) | | | | | | | | |

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

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| /s/ RICHARD J. DALY | | | | | | Executive Chairman of the Board of Directors | | | August 5, 2025 | | |

| Richard J. Daly | | | | | | | | | | | |

| /S/ EILEEN K. MURRAY | | | | | | Lead Independent Director | | | August 5, 2025 | | |

| /S/ PAMELA L. CARTER | | | | | | Director | | | August 5, 2025 | | |

| Pamela L. Carter | | | | | | | | | | | |

| /S/ BRETT A. KELLER | | | | | | Director | | | August 5, 2025 | | |

| Brett A. Keller | | | | | | | | | | | |