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BROADRIDGE FINANCIAL SOLUTIONS, INC.

For the period ended Sep 30, 2025. Filed Nov 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 4, 2025

BR$190.40-1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-01.

0001628280-25-021409

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001628280-25-048668

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 215 previous paragraphs and 160 current paragraphs.

89 unchanged; 48 reworded; 23 added; 71 removed; 7 previous and 0 current paragraphs rearranged.

Tables are not compared: 31 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (23)

Current report

We frequently review our businesses to ensure we have the necessary assets to execute our strategy. We expect to acquire businesses when we identify a compelling strategic need, such as a product, service or technology that helps meet client demand, a way to achieve business scale that enables competition and operational efficiency, or similar considerations. The results of operations for acquired businesses are included in our consolidated results from the respective dates of acquisition.

Current report

In September 2025, the Company acquired LDI-MAP, LLC (“iJoin”), a retirement plan technology provider specializing in participant onboarding, engagement, and analytics solutions for the retirement industry. iJoin is included in the Company’s ICS reportable segment. In August 2025, the Company acquired Signal Agency Ltd. (“Signal”), a UK-based provider of design, technology and consulting services that support omni-channel communications for financial services and other firms. Signal is included in the Company’s ICS reportable segment. We acquired these businesses for an aggregate purchase price of $70.5 million, net of cash acquired.

Current report

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.

Current report

A large portion of our Investor Communication Solutions 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. In addition to proxy services, Broadridge also provides regulatory communications solutions that enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource. Through its Fund Communication Solutions business, Broadridge provides fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance, and disseminate information across multiple jurisdictions. Broadridge also provides a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

Current report

In addition, we provide a range of corporate solutions that revolve around shareholder meetings and proxy, corporate governance and sustainability, regulatory filings and disclosure, and stock transfer services. Our services provide corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications and corporate disclosure lifecycle. Our 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. We also offer 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.

Current report

Revenues increased $166.6 million, or 12%, to $1,589.4 million from $1,422.9 million.

Current report

•Distribution revenues increased $38.6 million, or 8%, driven by the postage rate increase of approximately $25 million and higher event-driven mailings.

Current report

•Effective tax rate for the three months ended September 30, 2025: 22.4%

Current report

•Effective tax rate for the three months ended September 30, 2024: 20.4%

Current report

Revenues for the three months ended September 30, 2025 increased $114.3 million to $1,130.0 million from $1,015.6 million, and earnings before income taxes increased $29.9 million to $126.4 million from $96.5 million.

Current report

•Recurring revenues increased $24.9 million, or 5%, to $518.0 million. Recurring revenue growth constant currency (Non-GAAP) was 5%, driven by 4pts of Net New Business and 1pt from acquisitions.

Current report

◦Regulatory rose 4% and 4%, respectively. Equity revenue position growth was 7% and Mutual fund/ETF position growth was 2%.

Current report

•Distribution revenues increased $38.6 million, or 8%, primarily driven by the postage rate increase of approximately $25 million and higher Event-driven mailings.

Current report

Revenues for the three months ended September 30, 2025 increased $52.3 million to $459.5 million from $407.2 million, and Earnings before income taxes increased $19.9 million to $67.3 million from $47.4 million.

Current report

◦Wealth and Investment Management rose 22% and 22%, respectively, driven by 17pts from the SIS acquisition and 5pts of organic growth.

Current report

•The increased Earnings before income taxes for the three months ended September 30, 2025 was primarily due to an unrealized gain on digital assets of $45.8 million and an $8.1 million decline in Interest expense, net.

Current report

(iv) Unrealized Gains or Losses on Digital Assets, which represents the quarterly mark to market gain or loss recorded to remeasure the Company’s digital asset holdings in the form of Canton Coins to fair market value. Refer to Note 1, “Basis of Presentation” for further details. Refer to Note 7, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.
Removed paragraphs (71)

Previous report

Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Company’s Consolidated Statements of Earnings since the respective date of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.

Previous report

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

Previous report

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

Previous report

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

Previous report

•Our discussions with the Canadian Competition Bureau are ongoing.

Previous report

In connection with the acquisition, on November 1, 2024, Broadridge Software Limited, a subsidiary of the Company, entered into the SIS Services Agreement with Kyndryl Canada Limited (“Kyndryl Canada”) pursuant to which Kyndryl Canada will provide infrastructure managed services for the SIS Business. Refer to Note 15, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.

Previous report

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

Previous report

During the three months ended September 30, 2024, there was also an immaterial acquisition with an aggregate purchase price of $8.0 million.

Previous report

In May 2024, the Company acquired AdvisorTarget, a market leader in providing asset management and wealth management firms with data products to help power digital marketing, sales and engagement programs targeting financial advisors. AdvisorTarget is included in the Company’s ICS reportable segment. The aggregate purchase price included $34.3 million in cash, $0.2 million in deferred payments, $1.6 million for the settlement of a preexisting relationship, and contingent consideration with a maximum potential pay-out of $30.5 million. The contingent consideration is payable through fiscal year 2028 upon the achievement by the acquired business of certain defined revenue targets. Net tangible liabilities assumed in the transaction were $0.8 million, and contingent liabilities incurred were valued at $14.0 million. This acquisition resulted in $38.6 million of Goodwill, which is tax deductible. Intangible assets acquired, which totaled $12.1 million, consist primarily of software technology and customer relationships, which are being amortized over a five-year life.

Previous report

A large portion of our Investor Communication Solutions 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. ProxyEdge®is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. We have implemented digital applications to make voting easier for retail investors. We also provide the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.

Previous report

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, includinga full suite of annual meeting and shareholder engagement solutions such asregistered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services and sustainability solutions. We also offer disclosure solutions, including annual SEC filing services and capital markets transaction services. We also provide registrar, stock transfer and record-keeping services through our transfer agency services.

Previous report

“Litigation Settlement Charge” represents the reserve established during the third quarter of fiscal year 2024 related to the settlement of a claim.

Previous report

Closed sales for the nine months ended March 31, 2025 were $174.3 million, a decrease of $10.9 million, or 6%, compared to $185.2 million for the nine months ended March 31, 2024. Closed sales for the nine months ended March 31, 2025 and March 31, 2024 are net of an allowance adjustment of $9.2 million and $9.7 million, respectively.

Previous report

Revenues increased $85.2 million, or 5%, to $1,811.7 million from $1,726.5 million.

Previous report

•Event-driven revenues decreased $14.3 million, or 21%, driven by lower level of equity proxy contest activity.

Previous report

•Distribution revenues increased $21.8 million, or 4%, driven by the postage rate increase of approximately $32 million which more than offset lower mail volumes.

Previous report

•Effective tax rate for the three months ended March 31, 2025: 21.8%

Previous report

•Effective tax rate for the three months ended March 31, 2024: 19.8%

Previous report

The increase in the effective tax rate for the three months ended March 31, 2025 was primarily driven by lower discrete tax benefits, partially offset by a higher excess tax benefit related to equity compensation.

Previous report

Nine Months Ended March 31, 2025 versus Nine Months Ended March 31, 2024

Previous report

The table below presents Condensed Consolidated Statements of Earnings data for the nine months ended March 31, 2025 and 2024, and the dollar and percentage changes between periods:

Previous report

The table below presents Condensed Consolidated Statements of Earnings data for the nine months ended March 31, 2025 and 2024, and the dollar and percentage changes between periods:

Previous report

Revenues increased $261.2 million, or 6%, to $4,823.7 million from $4,562.5 million.

Previous report

•Recurring revenues increased $188.1 million, or 6%, to $3,084.3 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven primarily by organic growth in ICS and GTO and acquisitions in GTO.

Previous report

•Distribution revenues increased $41.9 million, or 3%, driven by the postage rate increase of approximately $85 million partially offset by lower print and mail volumes.

Previous report

Total operating expenses. Operating expenses increased $147.0 million, or 4%, to $4,133.8 million from $3,986.8 million:

Previous report

Interest expense, net. Interest expense, net was $96.1 million, a decrease of $8.9 million, from $105.1 million for the nine months ended March 31, 2024. The decrease of $8.9 million was primarily due to lower average borrowing rates.

Previous report

Other non-operating expenses, net. Other non-operating expenses, net for the nine months ended March 31, 2025 was $6.6 million, compared to $3.5 million for the nine months ended March 31, 2024.

Previous report

•Effective tax rate for the nine months ended March 31, 2025: 20.8%

Previous report

•Effective tax rate for the nine months ended March 31, 2024: 19.8%

Previous report

Revenues for the three months ended March 31, 2025 increased $46.1 million to $1,347.5 million from $1,301.4 million, and earnings before income taxes increased $22.6 million to $292.9 million from $270.3 million.

Previous report

Revenues for the nine months ended March 31, 2025 increased $182.8 million to $3,512.3 million from $3,329.6 million, and earnings before income taxes increased $82.1 million to $563.5 million from $481.4 million.

Previous report

•Recurring revenues increased $38.7 million, or 6%, to $739.8 million. Recurring revenue growth constant currency (Non-GAAP) was 6%, driven by Net New Business and Internal Growth.

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Reworded paragraphs (48)

Previous wording

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.

Current wording

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein. Certain information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Our actual results, performance or achievements may differ materially from the results discussed in this Item 2. because of various factors, including those set forth elsewhere herein. See “Note about forward-looking statements” and “Risk Factors” included in this Quarterly Report on Form 10-Q.

Previous wording

Broadridge, a Delaware corporation and a part of the S&P 500®Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors and mutual funds. With over 60 years of experience, including over 15 years as an independent public company, we provide integrated solutions and an important infrastructure that powers the financial services industry. Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities.

Current wording

Broadridge, a Delaware corporation, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors and mutual funds. Our services include investor communications, securities processing, data and analytics, and customer communications solutions. With over 60 years of experience, including over 15 years as an independent public company, we provide integrated solutions and an important infrastructure that powers the financial services industry. Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. Our businesses operate in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).

Previous wording

For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information. Our 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. Through our Retirement and Workplace business (“Broadridge Retirement and Workplace”), we provide mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.

Current wording

For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information. Our 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. We also provide fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem. Through our Retirement and Workplace business (“Broadridge Retirement and Workplace”), we provide automated mutual fund and exchange-traded funds trade processing services for financial institutions who submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts. In addition, our marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset managers, insurance providers and retirement service providers.

Previous wording

Our Global Technology and Operations business providesthe non-differentiating yet mission-critical infrastructure to the global financial markets. As a leading software as a service (“SaaS”) provider, we offer capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs. Our highly scalable, resilient, component-based solutions automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services. Our Wealth Management business provides solutions for advisors and investors and also streamlines back and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting. Our Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics. Our solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation. In addition, we provide business process outsourcing services for its buy and sell-side clients’ businesses. These services combine Broadridge’s technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

Current wording

Our Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets. As a leading software as a service (“SaaS”) provider, we offer capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs. Our highly scalable, resilient, component-based platform automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services. Our Wealth Management business provides solutions for advisors and investors and also streamlines back and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting. Our Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics. Our solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation. In addition, we provide business process outsourcing services for its buy and sell-side clients’ businesses. These services combine Broadridge’s technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

Previous wording

For capital markets firms, weprovide a set of multi-asset, multi-entity and multi-currency post-trade and trading and connectivity solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives and mutual funds. Provided on a SaaS basis within large user communities, our technology is a global solution, processing clearance and settlement in over 100 countries. Our solutions enable global capital markets firmsto access market liquidity, drive more effective market making and efficient front-to-back trade processing. Through Broadridge Trading and Connectivity Solutions, we offer a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade. The combination of the front-office solutions from the 2021 acquisition of Itiviti Holding AB (“Itiviti”) and our post-trade product suite and other capital markets capabilities enables our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.

Current wording

For capital markets firms, weprovide a set of multi-asset, multi-entity, and multi-currency post-trade and trading and connectivity solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives, and mutual funds. Largely provided on a SaaS basis within large user communities, our technology is a global solution, processing trades, clearance and settlement in over 90 markets. Our solutions enable global capital markets firmsto access market liquidity, drive more effective market making and efficient front-to-back trade processing. Through Broadridge Trading and Connectivity Solutions, we offer a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade. The combination of the front-office solutions from the 2021 acquisition of Itiviti Holding AB (“Itiviti”) and our post-trade product suite and other capital markets capabilities enables our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.

Previous wording

Our Wealth Management business delivers technology solutions and other capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth technology solutions enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. We also integrate data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities. Our advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.

Current wording

Our Wealth Management business delivers front-to-back technology solutions and other capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth technology solutions enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. We also integrate data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities. Our advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.

Previous wording

Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenue and Recurring revenue 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, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth, as defined below.

Current wording

Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenue and Recurring revenue 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, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth, as defined below.

Previous wording

The Company uses select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business. Record Growth is comprised of stock record growth and interim record growth. Stock record growth (also referred to as “SRG” or “equity position growth”) measures the estimated annual change in positions eligible for equity proxy materials. Interim record growth (also referred to as “IRG” or “mutual fund/ETF position growth”) measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.

Current wording

The Company uses select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business. Position Growth is comprised of “equity position growth” and “mutual fund/ETF position growth.” Equity position growth measures the estimated annual change in positions eligible for equity proxy materials. Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on “equity revenue position growth.” Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Prior period comparative information for this metric is not available. Mutual fund/ETF position growth measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.

Previous wording

Internal Trade Growth represents the estimated change in daily average trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. Record Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge’s ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively.

Current wording

Internal Trade Growth represents the estimated change in daily average trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. Position Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge’s ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively.

Previous wording

The key performance indicators for the three and nine months ended March 31, 2025, and 2024, are as follows:

Current wording

The key performance indicators for the three months ended September 30, 2025, and 2024, are as follows:

Previous wording

The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and nine months ended March 31, 2025 compared to the three and nine months ended March 31, 2024. The Analysis of Condensed Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides a more detailed discussion concerning certain components of the Condensed Consolidated Statements of Earnings.

Current wording

The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The Analysis of Condensed Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides a more detailed discussion concerning certain components of the Condensed Consolidated Statements of Earnings.

Previous wording

“Restructuring and Other Related Costs” represent costs associated with the Company’s corporate restructuring initiative (the “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.

Current wording

“Restructuring and Other Related Costs” represent costs associated with the Company’s corporate restructuring initiative (the “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.

Previous wording

Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. For the nine months ended March 31, 2025, mutual fund proxy revenues were 94% higher compared to the nine months ended March 31, 2024. During fiscal year 2024, mutual fund proxy revenues were 66% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.

Current wording

Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. For the three months ended September 30, 2025, mutual fund proxy revenues were 186% higher compared to the three months ended September 30, 2024. During fiscal year 2025, mutual fund proxy revenues were 75% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.

Previous wording

The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment. For the three and nine months ended March 31, 2025 and for the fiscal year ended June 30, 2024, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported. We assess this allowance amount at the end of each fiscal year to establish the appropriate allowance for the subsequent year using the trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.

Current wording

The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment. For the three months ended September 30, 2025 and for the fiscal year ended June 30, 2025, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported. We assess this allowance amount at the end of each fiscal year to establish the appropriate allowance for the subsequent year using the trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.

Previous wording

Closed sales for the three months ended March 31, 2025 were $71.2 million, a decrease of $8.4 million, or 11%, compared to $79.6 million for the three months ended March 31, 2024. Closed sales for the three months ended March 31, 2025 and March 31, 2024 are net of an allowance adjustment of $3.7 million and $4.2 million, respectively.

Current wording

Closed sales for the three months ended September 30, 2025 were $32.5 million, a decrease of $25.0 million, or 43%, compared to $57.5 million for the three months ended September 30, 2024. Closed sales for the three months ended September 30, 2025 and September 30, 2024 are net of an allowance adjustment of $1.7 million and $3.0 million, respectively.

Previous wording

•Recurring revenues increased $77.7 million, or 7%, to $1,203.9 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth in ICS and GTO and an acquisition in GTO.

Current wording

•Recurring revenues increased $77.2 million, or 9%, to $977.5 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO.

Previous wording

•Event-driven revenues increased $31.2 million, or 15%, driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxy contest activity.

Current wording

•Event-driven revenues increased $50.8 million, or 81%, driven by a higher volume of mutual fund proxy communications.

Previous wording

Total operating expenses. Operating expenses increased $43.2 million, or 3%, to $1,466.8 million from $1,423.6 million:

Current wording

Total operating expenses. Operating expenses increased $112.2 million, or 9%, to $1,400.7 million from $1,288.4 million:

Previous wording

•Cost of revenues - the increase of $48.5 million primarily reflects higher expenses including postage and distribution costs in our ICS segment of approximately $19 million, higher expenses related to the SIS acquisition, and higher expenses related to higher revenues.

Current wording

•Cost of revenues - the increase of $91.7 million primarily reflects higher expenses, including postage and distribution costs, in our ICS segment of approximately $38 million, higher expenses related to the SIS acquisition, and higher revenues.

Previous wording

•Selling, general and administrative expenses - the decrease of $5.3 million was primarily driven by lower compensation related expenses.

Current wording

•Selling, general and administrative expenses - the increase of $20.5 million was primarily driven by higher compensation-related expenses.

Previous wording

Interest expense, net. Interest expense, net was $31.1 million, a decrease of $4.2 million, from $35.3 million for the three months ended March 31, 2024. The decrease of $4.2 million was primarily due to lower average borrowing rates.

Current wording

Interest expense, net. Interest expense, net was $24.2 million, a decrease of $8.1 million, from $32.3 million for the three months ended September 30, 2024. The decrease of $8.1 million was primarily due to lower average borrowings.

Previous wording

Other non-operating expenses, net. Other non-operating expenses, net for the three months ended March 31, 2025 was $2.8 million, compared to $0.9 million for the three months ended March 31, 2024.

Current wording

Other non-operating income (expenses), net. Other non-operating income, net for the three months ended September 30, 2025 was $48.5 million, compared to Other non-operating expenses, net $1.9 million for the three months ended September 30, 2024, primarily as a result of an unrealized gain on digital assets of $45.8 million in the current year period.

Previous wording

The increase in the effective tax rate for the nine months ended March 31, 2025 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits. The higher excess tax benefit related to equity compensation was offset by a decrease in other discrete tax benefits.

Current wording

The increase in the effective tax rate for the three months ended September 30, 2025 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.

Previous wording

◦Data-driven fund solutions rose 8% and 8%, respectively, driven by growth in our global distribution insights and retirement and workplace products.

Current wording

◦Data-driven fund solutions rose 3% and 2%, respectively, driven by growth in retirement and workplace products.

Previous wording

◦Customer communications rose 6% and 6%, respectively, driven by growth in digital communications and print revenues.

Current wording

◦Issuer rose 6% and 6%, respectively, driven by growth in disclosure solutions and shareholder engagement solutions.

Previous wording

◦Customer communications rose 5% and 5%, respectively, driven by growth in digital communications and print revenues.

Current wording

◦Customer communications rose 8% and 8%, respectively, driven by organic growth in digital and print revenues, as well as the acquisition of Signal.

Previous wording

•Event-driven revenues increased $31.2 million, or 15%, driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxy contest activity.

Current wording

•Event-driven revenues increased $50.8 million, or 81%, driven by a higher volume of mutual fund proxy communications.

Previous wording

•Earnings before income taxes increased $82.1 million, or 17%, to $563.5 million, from higher Recurring and Event-driven revenues. Operating expenses rose 4%, or $100.6 million to $2,948.9 million driven by the impact of the postage rate increase and higher volume related expenses.

Current wording

•Earnings before income taxes increased $29.9 million, or 31%, to $126.4 million, driven by higher Recurring and Event-driven revenues. Operating expenses rose 9%, or $84.4 million to $1,003.5 million driven by the impact of the postage rate increase and volume-related expenses.

Previous wording

•Recurring revenues increased $39.0 million, or 9%, to $464.1 million. Recurring revenue growth constant currency (Non-GAAP) was 11%, driven by 6pts from the acquisition of SIS and 5pts of organic growth.

Current wording

•Recurring revenues increased $52.3 million, or 13%, to $459.5 million. Recurring revenue growth constant currency (Non-GAAP) was 12%, driven by 6pts from the acquisition of SIS and 6pts of organic growth.

Previous wording

◦Capital Markets rose 7% and 7%, respectively, driven by revenue from new sales and Internal Growth. Internal Growth benefited from higher trading volumes.

Current wording

◦Capital Markets rose 8% and 6%, respectively, primarily driven by 5pts of revenue from new sales and 3pts of Internal Growth. Internal Growth included 1pt, or $3.7 million, from digital asset revenues.

Previous wording

•Earnings before income taxes increased $17.2 million as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

Current wording

•Earnings before income taxes increased $19.9 million, or 42%, to $67.3 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

Previous wording

Loss before income taxes was $143.8 million for the nine months ended March 31, 2025, an increase of $3.4 million compared to $140.4 million for the nine months ended March 31, 2024.

Current wording

Earnings before income taxes were $19.3 million for the three months ended September 30, 2025, an increase of $63.0 million compared to Loss before income taxes of $43.7 million for the three months ended September 30, 2024.

Previous wording

We exclude Acquisition and Integration Costs, Litigation Settlement Charge and Restructuring and Other Related Costs from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.

Current wording

We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, and Unrealized Gains or Losses on Digital Assets from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.

Previous wording

(a) During the third quarter of fiscal year 2025, the Company determined that it plans to close down substantially all operations of a production facility resulting in $5.5 million of severance costs. Actions and associated costs related to the closure are expected to be completed by the end of the second quarter of fiscal year 2026. Costs incurred are not reflected in segment profit and are recorded within Other.

Current wording

(a) Restructuring and Other Related Costs for the three months ended September 30, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure are approximately $20 million to $25 million and are expected to be completed by the end of the second quarter of fiscal year 2026.

Previous wording

(b) Calculated using the GAAP effective tax rate, adjusted to exclude $5.2 million and $11.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2025, respectively, and $3.2 million and $9.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

Current wording

(b) Calculated using the GAAP effective tax rate, adjusted to exclude $1.9 million and $3.1 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2025 and 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

Previous wording

At March 31, 2025, Cash and cash equivalents were $317.2 million and Total stockholders’ equity was $2,382.3 million. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases.

Current wording

At September 30, 2025, Cash and cash equivalents were $290.7 million and Total stockholders’ equity was $2,635.1 million. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases.

Previous wording

The Fiscal 2025 Revolving Credit Facility, Fiscal 2024 Amended Term Loan, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.

Current wording

The Fiscal 2025 Revolving Credit Facility, Fiscal 2026 Term Loan, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.

Previous wording

The increase in cash from operating activities of $136.4 million in the nine months ended March 31, 2025, as compared to the nine months ended March 31, 2024, was due to an increase in Net earnings of $90.4 million, an increase in cash provided from Accounts receivable of $56.4 million driven by higher cash collections relative to billings, an increase in the non-cash adjustments of $46.0 million, and a decrease in cash used for client-related implementation costs of $29.5 million included within Other non-current assets.

Current wording

The increase in cash from operating activities of $167.8 million in the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, was due to an increase in Net earnings of $85.6 million, a decrease in cash used for Accounts payable, accrued expenses and taxes payable of $141.9 million, all included in the change in Payables and accrued expenses, partially offset by an increase in accounts receivable of $45.0 million.

Previous wording

The decrease in cash from investing activities of $199.5 million in the nine months ended March 31, 2025, as compared to the nine months ended March 31, 2024, was primarily driven by acquisitions of $193.5 million and an increase in cash used for purchased and internally developed software of $1.9 million.

Current wording

The decrease in cash from investing activities of $59.9 million in the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, was primarily driven by increased acquisition spend of $47.8 million and an increase in cash used for other investing activities of $14.6 million.

Previous wording

The increase in cash from financing activities of $97.6 million in the nine months ended March 31, 2025, as compared to the nine months ended March 31, 2024, primarily reflects a decrease in cash used for stock buybacks of $157.6 million and a decrease in net borrowings of $17.0 million, partially offset by an increase in dividends paid of $25.3 million.

Current wording

The decrease in cash from financing activities of $366.0 million in the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily reflects a decrease in net borrowings of $202.6 million, an increase in cash used for stock buybacks of $150.2 million, and an increase in dividends paid of $9.7 million.

Showing the first 40 of 48 pairs. Open the source sections for the rest.

Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

We operate our business in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).

Previous report — wording carried elsewhere

•Cost of revenues - the increase of $136.9 million primarily reflects higher expenses related to the SIS acquisition, the impact of higher postage and distribution costs in our ICS segment of approximately $43 million, and higher expenses related to higher revenues.

Previous report — wording carried elsewhere

•Selling, general and administrative expenses - the increase of $10.1 million was primarily driven by higher technology related investments.

Previous report — wording carried elsewhere

•By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:

Previous report — wording carried elsewhere

•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:

Previous report — wording carried elsewhere

•Earnings before income taxes increased $41.3 million as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

Previous report — wording carried elsewhere

This was partially offset by an increase in cash used for Accounts payable, accrued expenses and taxes payable of $67.3 million, all included in the change in Payables and accrued expenses.