BROADRIDGE FINANCIAL SOLUTIONS, INC.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Aug 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-08-05.
0001628280-25-037656
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-08-04.
0001628280-26-052243
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 153 previous paragraphs and 152 current paragraphs.
77 unchanged; 51 reworded; 23 added; 24 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 23 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
“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.
Current report
“Investment Gain” represents a non-operating, non-cash gain on a privately held investment.
Current report
Recent Developments
Current report
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.
Current report
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.
Current report
Revenues increased $587.6 million, or 9%, to $7,476.8 million from $6,889.1 million.
Current report
•Event-driven revenues increased $28.9 million, or 9%, driven by higher equity and other communications.
Current report
•Distribution revenues increased $188.7 million, or 9%, primarily driven by the postage rate increases of approximately $123 million and higher volumes.
Current report
•Effective tax rate for the fiscal year ended June 30, 2026 - 22.2%.
Current report
Revenues increased $447.8 million to $5,560.8 million from $5,113.0 million, and earnings before income taxes increased $49.5 million to $1,103.5 million from $1,054.0 million.
Current report
◦Data-Driven Fund Solutions rose 4% and 4%, respectively, driven by growth in data and analytics revenues, and the acquisitions of Acolin and iJoin.
Current report
•Event-driven revenues increased $28.9 million, or 9% driven by higher equity and other communications revenues.
Current report
•Distribution revenues increased $188.7 million, or 9%, primarily driven by the postage rate increases of approximately $123 million and higher volumes.
Current report
•Earnings before income taxes increased $49.5 million, or 5%, to $1,103.5 million. The earnings benefit from higher Recurring revenue and Event-driven revenue was partially offset by higher Operating expenses. Operating expenses rose 10%, or $398.3 million to $4,457.3 million driven by distribution expenses, as well as other volume-related expenses and the impact of acquisitions.
Current report
Revenues increased $139.9 million to $1,916.0 million from $1,776.1 million, and Earnings before income taxes increased $96.5 million to $297.8 million from $201.4 million.
Current report
•Recurring revenues increased $139.9 million, or 8%, to $1,916.0 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 4pts of organic growth and 2pts from the acquisitions of Kyndryl’s Securities Industry Services (“SIS”) business and CQG.
Current report
◦Capital markets rose 6% and 5%, respectively, driven by 4pts of organic growth and 1pt from the acquisition of CQG. Digital asset revenues related to Canton Coins contributed $16.5 million or 1pt of growth.
Current report
◦Wealth and investment management rose 11% and 10%, respectively, driven by 5pts of Organic growth and 5pts from the acquisition of SIS.
Current report
Earnings before income taxes was $44.5 million for the fiscal year ended June 30, 2026, an increase of $241.1 million, or 123%, compared to Loss before income taxes of $196.7 million for the fiscal year ended June 30, 2025.
Current report
•The increased Earnings before income taxes was primarily due to the non-cash Gains on Digital Assets of $227.0 million and a $22.8 million decline in Interest expense, net which more than offset higher technology spending, including the impact of investments. Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury transaction.
Current report
(iv) Gains or Losses on Digital Assets, which represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the realized and unrealized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction. Refer to Note 2, “Summary of Significant Accounting Policies” for further details related to the Company’s accounting for Canton Coins. Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.
Current report
(v) Investment Gain represents a non-operating, non-cash gain on a privately held investment.
Current report
The decrease in cash from financing activities of $447.7 million primarily reflects an increase in purchases of treasury stock of $468.9 million.
Removed paragraphs (24)
Previous report
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.
Previous report
Announced Acquisition
Previous 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.
Previous report
The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the SEC requirements for Annual Reports on Form 10-K. 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.
Previous report
“Restructuring and Other Related Costs” represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
Previous report
“Litigation Settlement Charges” represents reserves established during the third and fourth quarter of 2024 related to the settlement of claims.
Previous report
Revenues increased $382.3 million, or 6%, to $6,889.1 million from $6,506.8 million.
Previous report
•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.
Previous report
•Distribution revenues increased $63.0 million, or 3%, driven by the postage rate increase of approximately$114 million partially offset by lower mail volumes.
Previous report
•Effective tax rate for the fiscal year ended June 30, 2024 - 20.4%.
Previous report
Revenues increased $255.1 million to $5,113.0 million from $4,857.9 million, and earnings before income taxes increased $103.7 million to $1,054.0 million from $950.4 million.
Previous report
•Recurring revenues increased $158.2 million, or 6%, to $2,731.8 million. Recurring revenue growth constant currency (Non-GAAP) was 6%, driven by Net New Business and Internal Growth.
Previous report
◦Data-Driven Fund Solutions rose 6% and 5%, respectively, driven primarily by growth in our global distribution insights and retirement and workplace products.
Previous report
•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.
Previous report
•Distribution revenues increased $63.0 million, or 3%, driven by the postage rate increase of approximately $114 million partially offset by lower mail volumes.
Previous report
•Earnings before income taxes increased $103.7 million, or 11%, primarily from higher Recurring and Event-driven revenues. Operating expenses rose 4%, or $151.5 million, to $4,059.0 million driven by the impact of the postage rate increase and higher volume related expenses.
Previous report
Revenues increased $127.2 million to $1,776.1 million from $1,648.9 million, and earnings before income taxes increased $28.0 million to $201.4 million from $173.3 million.
Previous report
◦Capital markets rose 6% and 6%, respectively, driven by revenue from new sales and Internal Growth. Internal Growth benefited from higher trading volumes.
Previous report
◦Wealth and investment management rose 10% and 12%, respectively, driven by 10pts from the SIS acquisition and 1pt of Organic growth. Organic growth was negatively impacted by 4pts as a result of the loss of a large client during the prior year period.
Previous report
Loss before income taxes was $196.7 million for the fiscal year ended June 30, 2025, a decrease of $49.7 million, or 20%, compared to $246.3 million for the fiscal year ended June 30, 2024. 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.
Previous report
(iv) Litigation Settlement Charges, which represent reserves established during the third and fourth quarters of fiscal year 2024 related to the settlement of claims. Refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.
Previous report
Restructuring and Other Related Costs for the fiscal year ended June 30, 2024 includes $56.0 million of severance and professional services costs directly related to the Corporate Restructuring Initiative and a $7.0 million asset impairment charge as a result of the exit of a business in connection with the Corporate Restructuring Initiative. Refer to Note 13, “Payables and Accrued Expenses” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion.
Previous report
(a) The Fiscal 2016 Senior Notes were reclassified from Long-term debt to Current portion of long-term debt in the fourth quarter of fiscal year 2025 to reflect the remaining maturity of less than one year.
Previous report
The increase in cash from financing activities of $254.8 million primarily reflects a decrease in cash used for stock buybacks of $350.5 million partially offset by a decrease in net borrowings of $44.4 million and an increase in dividends paid of $34.1 million.
Reworded paragraphs (51)
Previous wording
Please refer to Note 6, “Acquisitions” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion.
Current wording
We acquired four businesses in fiscal year 2026, including CQG, Acolin, iJoin, and Signal, for an aggregate purchase price of $300.2 million in cash ($282.8 million net of cash acquired). Refer to Note 6, “Acquisitions” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion.
Previous wording
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. In management’s opinion, the Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods.
Current wording
The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the SEC requirements for Annual Reports on Form 10-K. In management’s opinion, the Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods. Refer to Note 1, “Basis of Presentation” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for a more detailed discussion.
Previous wording
We continually evaluate the accounting policies and estimates used to prepare the Consolidated Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below.
Current wording
We continually evaluate the accounting policies and estimates used to prepare the Consolidated Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. See Note 2, “Summary of Significant Accounting Policies” included within this Annual Report on Form 10-K for discussion of the use of estimates in preparing the Consolidated Financial Statements.
Previous wording
Goodwill. We review the carrying value of all our Goodwill by comparing the carrying value of our reporting units to their fair values. We are required to perform this comparison at least annually or more frequently if circumstances indicate a possible impairment. When determining fair value of a reporting unit, we utilize the income approach which considers a discounted future cash flow analysis using various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows based on forecasted earnings before interest and taxes, and the selection of the terminal value growth rate and discount rate assumptions. The weighted-average cost of capital takes into account the relative weight of each component of our consolidated capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-range planning process. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, not to exceed the total amount of Goodwill allocated to that reporting unit. We had $3,609.6 million of Goodwill as of June 30, 2025. Given the significance of our Goodwill, an adverse change to the fair value of one of our reporting units could result in an impairment charge, which could be material to our earnings.
Current wording
Goodwill. We review the carrying value of all our Goodwill by comparing the carrying value of our reporting units to their fair values. We are required to perform this comparison at least annually or more frequently if circumstances indicate a possible impairment. When determining fair value of a reporting unit, we utilize the income approach which considers a discounted future cash flow analysis using various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows based on forecasted earnings before interest and taxes, and the selection of the terminal value growth rate and discount rate assumptions. The weighted-average cost of capital takes into account the relative weight of each component of our consolidated capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-range planning process. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, not to exceed the total amount of Goodwill allocated to that reporting unit. We had $3,787.8 million of Goodwill as of June 30, 2026. Given the significance of our Goodwill, an adverse change to the fair value of one of our reporting units could result in an impairment charge, which could be material to our earnings.
Previous wording
Income Taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). The Company is subject to regular examination of its income tax returns by the U.S. federal, state and foreign tax authorities. A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements. The Company has estimated foreign net operating loss carryforwards of approximately $48.7 million as of June 30, 2025 of which $6.9 million are subject to expiration in the June 30, 2035 through June 30, 2043 period, and of which $41.7 million has an indefinite utilization period. In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately $25.0 million of which $9.3 million are subject to expiration in the June 30, 2026 through June 30, 2037 period with the balance of $15.7 million having an indefinite utilization period. U.S. federal net operating loss carryforwards resulting from tax losses beginning with the fiscal year ended June 30, 2019 have an indefinite carryforward under the U.S. Tax Cuts and Jobs Act (the “Tax Act”). The Company did not generate federal net operating losses for the fiscal year ended June 30, 2025.
Current wording
Income Taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). The Company is subject to regular examination of its income tax returns by the U.S. federal, state and foreign tax authorities. A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements. The Company has estimated foreign net operating loss carryforwards of approximately $41.6 million as of June 30, 2026 of which $7.2 million are subject to expiration in the June 30, 2028 through June 30, 2043 period, and of which $34.4 million has an indefinite utilization period. In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately $20.0 million of which $6.3 million are subject to expiration in the June 30, 2027 through June 30, 2037 period with the balance of $13.7 million having an indefinite utilization period. U.S. federal net operating loss carryforwards resulting from tax losses beginning with the fiscal year ended June 30, 2019 have an indefinite carryforward under the U.S. Tax Cuts and Jobs Act (the “Tax Act”). The Company did not generate federal net operating losses for the fiscal year ended June 30, 2026.
Previous wording
Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of $11.2 million and $10.8 million at June 30, 2025 and 2024, respectively. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The assumptions used to project future taxable income requires significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.
Current wording
Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of $6.9 million and $11.2 million at June 30, 2026 and 2025, respectively. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The assumptions used to project future taxable income requires significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.
Previous wording
Share-based Payments. Accounting for stock-based compensation requires the measurement of stock-based compensation expense based on the fair value of the award on the date of grant. We determine the fair value of stock options issued by using a binomial option-pricing model. The binomial option-pricing model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial option-pricing model are based on a combination of implied market volatilities, historical volatility of our stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial option-pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding. Determining these assumptions are subjective and complex, and therefore, a change in the assumptions utilized could impact the calculation of the fair value of our stock options. A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year 2025 stock option grants would result in an approximate $2.8 million change in total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period. A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year 2025 stock option grants would result in an approximate $1.9 million change in the total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period. A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year 2025 stock option grants would result in an approximate $0.2 million change in the total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period. A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year 2025 stock option grants would result in an approximate $1.4 million change in the total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period.
Current wording
Share-based Payments. Accounting for stock-based compensation requires the measurement of stock-based compensation expense based on the fair value of the award on the date of grant. We determine the fair value of stock options issued by using a binomial option-pricing model. The binomial option-pricing model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial option-pricing model are based on a combination of implied market volatilities, historical volatility of our stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The expected life of the stock option grants is derived from the historical settlement data combined with a hypothetical settlement assumption for outstanding options and represents the period of time that options granted are expected to be outstanding. Determining these assumptions are subjective and complex, and therefore, a change in the assumptions utilized could impact the calculation of the fair value of our stock options. A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $4.0 million change in total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $2.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year 2026 stock option grants would result in an approximate $0.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $1.6 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period.
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 Position 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, Recurring revenue, and Closed sales as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, and Recurring revenue growth constant currency. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth, as defined below.
Previous wording
Revenues are primarily generated from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. The Company monitors revenue in each of our two reportable segments as a key measure of success in addressing our clients’ needs. Revenues from fees are derived from both recurring and event-driven activity. The level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as Broadridge Retirement and Workplace administrative services.
Current wording
Revenues are primarily generated from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. The Company monitors revenue in each of our two reportable segments as a key measure of success in addressing our clients’ needs. Revenues from fees are derived from both recurring and event-driven activity. The level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as administrative services related to our fund processing solutions.
Previous wording
•Organic – We define organic revenue as the recurring revenue generated from Net New Business and Internal Growth.
Current wording
•Organic – Includes recurring revenue generated from Net New Business and Internal Growth.
Previous wording
•Acquired – We define acquired revenue as the recurring revenue generated from acquired services in the first twelve months following the date of acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire.
Current wording
•Acquired – Includes recurring revenue generated from acquired services in the first twelve months following the date of acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire.
Previous 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.
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. Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Mutual fund/ETF position growth measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.
Previous wording
The key performance indicators for the fiscal years ended June 30, 2025, and 2024, are as follows:
Current wording
Position Growth and Internal Trade Growth for the fiscal years ended June 30, 2026, and 2025, are as follows:
Previous wording
Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. During fiscal year 2025, mutual fund proxy revenues were 75% higher than the prior fiscal year. 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. During fiscal year 2026, mutual fund proxy revenues were flat compared to the prior fiscal year. During fiscal year 2025, mutual fund proxy revenues were 75% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.
Previous wording
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 Broadridge Retirement and Workplace administrative services.
Current wording
Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as administrative services related to our fund processing solutions.
Previous wording
Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as Broadridge Retirement and Workplace administrative services expenses. These costs are reflected in Cost of revenues.
Current wording
Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as administrative services expenses related to our fund processing solutions. These costs are reflected in Cost of revenues.
Previous wording
For the fiscal years ended June 30, 2025 and 2024, Closed sales were $287.9 million and $341.8 million, respectively. The fiscal years ended June 30, 2025 and 2024, are net of an allowance adjustment of $15.2 million and $18.0 million, respectively.
Current wording
For the fiscal years ended June 30, 2026 and 2025, Closed sales were $305.1 million and $287.9 million, respectively. The fiscal years ended June 30, 2026 and 2025, are net of an allowance adjustment of $16.1 million and $15.2 million, respectively.
Previous wording
•Recurring revenues increased $285.4 million, or 7%, to $4,507.9 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven primarily by organic growth in ICS and GTO and acquisitions in GTO.
Current wording
•Recurring revenues increased $370.1 million, or 8%, to $4,878.0 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO.
Previous wording
Total operating expenses. Operating expenses increased $210.9 million, or 4%, to $5,700.6 million from $5,489.7 million:
Current wording
Total operating expenses. Operating expenses increased $475.7 million, or 8%, to $6,176.2 million from $5,700.6 million:
Previous wording
•Cost of revenues - The increase of $179.5 million primarily reflects higher expenses related to the SIS acquisition, the impact of higher postage and distribution costs in our ICS segment of approximately $58 million, and higher expenses related to higher revenues.
Current wording
•Cost of revenues - The increase of $348.4 million primarily reflects higher expenses, including postage and distribution costs in our ICS segment of approximately $176.7 million, higher labor and technology expenses and higher expenses related to acquisitions.
Previous wording
•Selling, general and administrative expenses - The increase of $31.4 million was primarily driven by higher technology-related investments.
Current wording
•Selling, general and administrative expenses - The increase of $127.2 million was primarily driven by higher labor and compensation-related expenses in addition to higher investment expenses.
Previous wording
Interest expense, net. Interest expense, net, was $122.7 million, a decrease of $15.4 million, or 11%, from $138.1 million in the fiscal year ended June 30, 2024. The decrease was primarily due to lower average borrowings rates.
Current wording
Interest expense, net. Interest expense, net, was $99.9 million, a decrease of $22.8 million, or 19%, from $122.7 million in the fiscal year ended June 30, 2025. The decrease was primarily due to lower average borrowings and lower borrowing costs.
Previous wording
Other non-operating expenses, net. Other non-operating expenses, net for the fiscal year ended June 30, 2025 was $7.1 million, compared to $1.7 million for the fiscal year ended June 30, 2024.
Current wording
Other non-operating income (expenses), net. Other non-operating income, net for the fiscal year ended June 30, 2026 was $245.2 million, compared to Other non-operating expenses, net of $7.1 million for the fiscal year ended June 30, 2025, primarily as a result of non-cash Gains on Digital Assets of $227.0 million in the current year period. Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury.
Previous wording
The increase in the effective tax rate for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024 was primarily driven by an increase in pre-tax income and lower tax benefits from statutory tax incentives, which was partially offset by an increase in discrete tax benefits.
Current wording
The increase in the effective tax rate for the fiscal year ended June 30, 2026 compared to the fiscal year ended June 30, 2025 was primarily driven by an increase in pre-tax income and lower total discrete tax benefits. The decrease in discrete tax benefits was primarily driven by a decrease in the Excess Tax Benefit (“ETB”) associated with stock based compensation.
Previous wording
•Recurring revenues increased $127.2 million, or 8%, to $1,776.1 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 4pts of organic growth and 4pts from the acquisition of SIS.
Current wording
•Recurring revenues increased $230.3 million, or 8%, to $2,962.1 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 7pts of organic growth.
Previous wording
◦Regulatory rose 7% and 7%, respectively, driven by equity position growth of 16% and mutual fund/ETF position growth of 7%.
Current wording
◦Regulatory rose 12% and 12%, respectively. Equity revenue position growth was 12% and Mutual fund/ETF position growth of 6%.
Previous wording
◦Issuer rose 5% and 5%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products.
Current wording
◦Issuer rose 8% and 8%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions.
Previous wording
◦Customer Communications rose 5% and 5%, respectively, driven by growth in digital communications and print revenues.
Current wording
◦Customer communications rose 5% and 5%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal.
Previous wording
•Pre-tax margins increased by 1.0 percentage points to 20.6% from 19.6%.
Current wording
•Pre-tax margins decreased by 0.8 percentage points to 19.8% from 20.6%.
Previous wording
•Earnings before income taxes increased $28.0 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.
Current wording
•Earnings before income taxes increased $96.5 million, or 48%, to $297.8 million, as higher revenues more than offset higher expenses, including the impact of the SIS and CQG acquisitions.
Previous wording
•Pre-tax margins increased by 0.8 percentage points to 11.3% from 10.5%.
Current wording
•Pre-tax margins increased by 4.2% to 15.5% from 11.3%.
Previous wording
(iii) Restructuring and Other Related Costs, which 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. Refer to Note 13, “Payables and Accrued Expenses” for further details on the Company’s Corporate Restructuring Initiative.
Current wording
(iii) Restructuring and Other Related Costs, which represent severance and other costs related to the closure of substantially all operations of a production facility. Refer to Note 14, “Payables and Accrued Expenses” for further details.
Previous wording
We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs and Litigation Settlement Charges 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, Gains or Losses on Digital Assets, and Investment Gain from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
Previous wording
(a)Restructuring and Other Related Costs for the fiscal year ended June 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 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. Actions and associated costs related to the closure were completed in the third quarter of fiscal year 2026.
Previous wording
(b)Calculated using the GAAP effective tax rate, adjusted to exclude $20.5 million of excess tax benefits (“ETB”) associated with stock-based compensation for the fiscal year ended June 30, 2025, and $12.9 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2024. 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 $2.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2026, and $20.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2025. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.
Previous wording
At June 30, 2025 and 2024, Cash and cash equivalents were $561.5 million and $304.4 million, respectively. Total stockholders’ equity was $2,655.1 million and $2,168.2 million at June 30, 2025 and 2024, respectively. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases.
Current wording
At June 30, 2026 and 2025, Cash and cash equivalents were $402.9 million and $561.5 million, respectively. Total stockholders’ equity was $2,840.5 million and $2,655.1 million at June 30, 2026 and 2025, respectively. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases.
Previous wording
The Fiscal 2025 Revolving Credit Facility, Fiscal 2024 Amended Term Loans, 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
Our financing strategy is designed to maintain adequate liquidity and financial flexibility, support our operating and strategic investment needs, and provide efficient access to capital markets. We maintain a diversified borrowing profile through a mix of debt instruments enabling us to manage our capital structure, funding costs, and refinancing risk. Our borrowings include: the Fiscal 2025 Revolving Credit Facility, Fiscal 2026 Term Loan, Fiscal 2020 Senior Notes, Fiscal 2021 Senior Notes, and Fiscal 2026 Senior Notes, each of which are senior unsecured obligations of the Company and are ranked equally in right of payment.
Previous wording
Future principal payments on the Company’s outstanding debt are as follows:
Current wording
Future principal payments on the Company’s outstanding debt are as follows (in millions):
Previous wording
Please refer to Note 14, “Borrowings” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion.
Current wording
Refer to Note 15, “Borrowings” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion, including outstanding borrowings and available capacity under the Company’s borrowing arrangements.
Previous wording
The increase in cash from operating activities of $115.0 million for the fiscal year ended June 30, 2025, as compared to the fiscal year ended June 30, 2024, was due to an increase in Net earnings of $141.4 million, an increase in cash provided from Accounts receivable of $69.1 million driven by higher cash collections relative to billings, an increase in the non-cash adjustments of $167.1 million, primarily related to a decrease in Deferred income taxes of $114.5 million and a decrease in cash used for client-related implementation costs of $25.2 million included in Other non-current assets. This was primarily offset by an increase in cash used for Accounts Payable and accrued expenses of $283.1 million, inclusive of an increase in taxes paid.
Current wording
The increase in cash from operating activities of $174.3 million for the fiscal year ended June 30, 2026, as compared to the fiscal year ended June 30, 2025, was due to an increase in Net earnings of $284.8 million, reduced by noncash adjustments primarily related to $231.4 million of Digital asset gains, partially offset by an increase of Deferred income taxes of $111.0 million.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
“Restructuring and Other Related Costs” consists of severance and other costs related to the closure of substantially all operations of a production facility.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: