BROADRIDGE FINANCIAL SOLUTIONS, INC.

Previous wording

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 wording

In January 2026, Broadridge acquired Acolin Group Holdco Limited (“Acolin”). Acolin is a European provider of cross-border fund distribution and regulatory services. The total purchase price was approximately $70.1 million plus an additional contingent consideration liability. Acolin will be included in the Company’s ICS reportable segment.

Previous wording

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

Current wording

The key performance indicators for the three and six months ended December 31, 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 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.

Current wording

The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and six months ended December 31, 2025 compared to the three and six months ended December 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.

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 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.

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 six months ended December 31, 2025, mutual fund proxy revenues were 1% higher compared to the six months ended December 31, 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 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.

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 and six months ended December 31, 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 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.

Current wording

Closed sales for the three months ended December 31, 2025 were $56.8 million, an increase of $11.1 million, or 24%, compared to $45.7 million for the three months ended December 31, 2024. Closed sales for the three months ended December 31, 2025 and December 31, 2024 are net of an allowance adjustment of $3.0 million and $2.4 million, respectively.

Previous 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.

Current wording

•Recurring revenues increased $90.0 million, or 9%, to $1,070.1 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO.

Previous wording

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

Current wording

Total operating expenses. Operating expenses increased $129.3 million, or 9%, to $1,507.9 million from $1,378.5 million:

Previous wording

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

Current wording

•Selling, general and administrative expenses - the increase of $34.8 million was primarily driven by higher technology investments and compensation-related expenses.

Previous 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.

Current wording

Interest expense, net. Interest expense, net was $23.8 million, a decrease of $8.9 million, from $32.7 million for the three months ended December 31, 2024. The decrease of $8.9 million was primarily due to lower average borrowings and lower borrowing costs.

Previous 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.

Current wording

Other non-operating income (expenses), net. Other non-operating income, net for the three months ended December 31, 2025 was $188.0 million, compared to Other non-operating expenses, net $1.9 million for the three months ended December 31, 2024, primarily as a result of an unrealized gain on digital assets of $136.5 million and a realized gain of $53.1 million related to the Company’s contribution of Canton Coins to the Canton Digital Asset Treasury in the current year period. Refer to Note 7, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury.

Previous wording

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

Current wording

•Distribution revenues increased $107.3 million, or 11%, driven by the postage rate increase of approximately $57 million and higher Event-driven mailings.

Previous 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.

Current wording

•Cost of revenues - the increase of $186.3 million primarily reflects higher expenses, including postage and distribution costs, in our ICS segment of approximately $101 million, higher expenses related to the SIS acquisition, and higher revenues.

Previous wording

The primary component of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense.

Current wording

The primary component of “Corporate and Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense.

Previous wording

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

Current wording

◦Regulatory rose 18% and 18%, respectively. Equity revenue position growth was 11% and Mutual fund/ETF position growth was 15%.

Previous wording

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

Current wording

◦Data-driven fund solutions decreased 2% and 2%, respectively, driven by a decline in retirement and workplace products which more than offset growth in data and analytics revenues.

Previous wording

•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 wording

•Recurring revenues increased $74.3 million, or 7%, to $1,107.5 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 4pts of Net New Business, 2pts of Internal Growth and 1pt from acquisitions.

Previous wording

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

Current wording

◦Customer communications rose 7% and 7%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal.

Previous wording

•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 wording

•Distribution revenues increased $107.3 million, or 11%, primarily driven by the postage rate increases of approximately $57 million and higher Event-driven mailings.

Previous 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.

Current wording

•Recurring revenues increased $40.6 million, or 9%, to $480.6 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 6pts of organic growth and 2pts from the acquisition of SIS.

Previous 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.

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 3pts, or $7.5 million, from digital asset revenues.

Previous wording

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

Current wording

◦Wealth and Investment Management rose 12% and 11%, respectively, driven by 6pts of organic growth and 5pts from the SIS acquisition.

Previous 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.

Current wording

•Earnings before income taxes increased $27.8 million, or 56%, to $77.6 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

Previous wording

•Pre-tax margins increased by 1.7% to 11.2% from 9.5%.

Current wording

•Pre-tax margins increased by 4.8% to 16.1% from 11.3%.

Previous wording

•Pre-tax margins increased by 3.0% to 14.6% from 11.6%.

Current wording

•Pre-tax margins increased by 3.9% to 15.4% from 11.5%.

Previous 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.

Current wording

Earnings before income taxes were $155.9 million for the three months ended December 31, 2025, an increase of $203.7 million compared to Loss before income taxes of $47.7 million for the three months ended December 31, 2024.

Previous wording

•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 wording

•The increased Earnings before income taxes was primarily due to an unrealized gain on digital assets of $182.4 million, a realized gain of $53.1 million related to the Company’s contribution of Canton Coins to the Canton Digital Asset Treasury, and a $17.0 million decline in Interest expense, net.

Previous wording

(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.

Current wording

(iv) 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, in addition to the realized and unrealized gains or losses associated with the Company’s contribution of Canton Coins to the Canton Digital Asset Treasury. Refer to Note 1, “Basis of Presentation” for further details related to the Company’s accounting for Canton Coins. Refer to Note 7, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.

Previous 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.

Current wording

We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, and 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) 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.

Current wording

(a) Restructuring and Other Related Costs for the three and six months ended December 31, 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 and will be completed in the third quarter of fiscal year 2026.

Previous 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.

Current wording

(b) Calculated using the GAAP effective tax rate, adjusted to exclude $0.4 million and $2.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2025, respectively, $3.2 million and $6.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

Previous 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.

Current wording

At December 31, 2025, Cash and cash equivalents were $370.7 million and Total stockholders’ equity was $2,879.2 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 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.

Current wording

The increase in cash from operating activities of $256.0 million in the six months ended December 31, 2025, as compared to the six months ended December 31, 2024, was primarily due to an increase in Net earnings of $227.8 million, offset by the decrease in the noncash adjustments related to the digital assets change in fair market value of $235.5 million which was partially offset by $102.7 million change in Deferred income taxes, and a decrease in cash used for Accounts payable, accrued expenses and taxes payable of $141.3 million.

Previous 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.

Current wording

The decrease in cash from investing activities of $127.9 million in the six months ended December 31, 2025, as compared to the six months ended December 31, 2024, was primarily driven by decreased acquisition spend of $137.7 million partially offset by an increase in cash used for other investing activities of $16.1 million.

Previous 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.

Current wording

The decrease in cash from financing activities of $566.0 million in the six months ended December 31, 2025, as compared to the six months ended December 31, 2024, primarily reflects a decrease in net borrowings of $385.6 million, an increase in cash used for stock buybacks of $148.6 million, an increase in dividends paid of $20.7 million and a decrease in cash proceeds from stock option exercises of $12.5 million.

Previous wording

The Company is a party to an Amended and Restated IT Services Agreement with Kyndryl, Inc. (“Kyndryl”), an entity formed by IBM’s spin-off of its managed infrastructure services business, under which Kyndryl provides certain aspects of the Company’s information technology infrastructure, including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The Amended and Restated IT Services Agreement expires on June 30, 2027, however the Company may renew the agreement for up to one additional 12-month period. Fixed minimum commitments remaining under the Amended and Restated IT Services Agreement at September 30, 2025 are $53.3 million through June 30, 2027, the final year of the Amended and Restated IT Services Agreement.

Current wording

The Company is a party to an Amended and Restated IT Services Agreement with Kyndryl, Inc. (“Kyndryl”), an entity formed by IBM’s spin-off of its managed infrastructure services business, under which Kyndryl provides certain aspects of the Company’s information technology infrastructure, including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The Amended and Restated IT Services Agreement expires on June 30, 2027, however the Company may renew the agreement for up to one additional 12-month period. Fixed minimum commitments remaining under the Amended and Restated IT Services Agreement at December 31, 2025 are $37.5 million through June 30, 2027, the final year of the Amended and Restated IT Services Agreement.

Previous wording

Broadridge Software Limited, a subsidiary of the Company is party to the SIS Services Agreement with Kyndryl Canada, under which Kyndryl Canada provides infrastructure managed services for the SIS Business. The SIS Services Agreement expires on October 31, 2029. Fixed minimum commitments remaining under the SIS Services Agreement at December 31, 2024 are $129.9 million through October 31, 2029, the final year of the SIS Services Agreement.

Current wording

Broadridge Software Limited, a subsidiary of the Company is party to the SIS Services Agreement with Kyndryl Canada, under which Kyndryl Canada provides infrastructure managed services for the SIS Business. The SIS Services Agreement expires on October 31, 2029. Fixed minimum commitments remaining under the SIS Services Agreement at December 31, 2024 are $122.9 million through October 31, 2029, the final year of the SIS Services Agreement.

Previous wording

The Company is a party to an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which Kyndryl operates, manages and supports the Company’s private cloud global distributed platforms and products, and operates and manages certain Company networks. The Private Cloud Agreement expires on March 31, 2030. Fixed minimum commitments remaining under the Private Cloud Agreement at September 30, 2025 are $74.2 million through March 31, 2030, the final year of the contract.

Current wording

The Company is a party to an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which Kyndryl operates, manages and supports the Company’s private cloud global distributed platforms and products, and operates and manages certain Company networks. The Private Cloud Agreement expires on March 31, 2030. Fixed minimum commitments remaining under the Private Cloud Agreement at December 31, 2025 are $63.1 million through March 31, 2030, the final year of the contract.

Previous wording

On December 31, 2021, the Company and Presidio Networked Solutions LLC (“Presidio”), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, “AWS”), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the “Order Form”), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the “AWS Cloud Agreement”), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company’s cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimum commitments remaining under the AWS Cloud Agreement at September 30, 2025 are $70.1 million through December 31, 2026.

Current wording

On December 31, 2021, the Company and Presidio Networked Solutions LLC (“Presidio”), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, “AWS”), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the “Order Form”), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the “AWS Cloud Agreement”), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company’s cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimum commitments remaining under the AWS Cloud Agreement at December 31, 2025 are $57.1 million through December 31, 2026.

Previous wording

The Company has an equity method investment that is a variable interest in a variable interest entity. The Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to its unconsolidated investments in this variable interest entity totaled $28.6 million as of September 30, 2025, which represents the carrying value of the Company's investments.

Current wording

The Company has an equity method investment that is a variable interest in a variable interest entity. The Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to its unconsolidated investments in this variable interest entity totaled $27.1 million as of December 31, 2025, which represents the carrying value of the Company's investments.