BROADRIDGE FINANCIAL SOLUTIONS, INC.

Previous wording

We acquired these three businesses for an aggregate purchase price of $155.1 million, net of cash acquired.

Current wording

We acquired these four businesses for an aggregate purchase price of $282.8 million, net of cash acquired.

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

Revenue and Recurring revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance. See “Results of Operations” as well as Note 3, “Revenue Recognition” to our Condensed Consolidated Financial Statements in this Form 10-Q.

Current wording

Revenues and Recurring revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance. See “Results of Operations” as well as Note 3, “Revenue Recognition” to our Condensed Consolidated Financial Statements in this Form 10-Q.

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 three and nine months ended March 31, 2026, and 2025, are as follows:

Current wording

Position Growth and Internal Trade Growth for the three months ended September 30, 2026, and 2025, 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, 2026 compared to the three and nine months ended March 31, 2025. 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, 2026 compared to the three months ended September 30, 2025. 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

Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity, in addition to distribution revenues. The level of recurring and event-driven activity we process directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. The types of services we provide that comprise event-driven activity are:

Current wording

Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity, in addition to distribution revenues. The level of recurring and event-driven activity we process directly impacts revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. The types of services we provide that comprise event-driven activity are:

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, 2026, mutual fund proxy revenues were 7% higher compared to the nine months ended March 31, 2025. 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 three months ended September 30, 2026, mutual fund proxy revenues were 74% lower than the three months ended September 30, 2025. During fiscal year 2026, mutual fund proxy revenues were flat compared to 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

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, 2026 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 months ended September 30, 2026 and for the fiscal year ended June 30, 2026, we reported Closed sales net of a 5% 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, 2026 were $57.5 million, a decrease of $13.6 million, or 19%, compared to $71.2 million for the three months ended March 31, 2025. Closed sales for the three months ended March 31, 2026 and March 31, 2025 are net of an allowance adjustment of $3.0 million and $3.7 million, respectively.

Current wording

Closed sales for the three months ended September 30, 2026 were $35.6 million, an increase of $3.0 million, or 10%, compared to $32.5 million for the three months ended September 30, 2025. Closed sales for the three months ended September 30, 2026 and September 30, 2025 are net of an allowance adjustment of $1.9 million and $1.7 million, respectively.

Previous wording

•Distribution revenues increased $37.8 million, or 7%, driven primarily by the postage rate increase of approximately $34 million.

Current wording

•Distribution revenues increased $20.0 million, or 4%, driven primarily by the postage rate increase of approximately $18 million.

Previous wording

Total operating expenses. Operating expenses increased $127.3 million, or 9%, to $1,594.1 million from $1,466.8 million:

Current wording

Total operating expenses. Operating expenses increased $94.5 million, or 7%, to $1,495.2 million from $1,400.7 million:

Previous wording

•Cost of revenues - the increase of $277.1 million primarily reflects higher expenses, including postage and distribution costs in our ICS segment of approximately $144 million, higher labor and technology expenses and higher expenses related to the SIS acquisition.

Current wording

•Cost of revenues - the increase of $73.5 million primarily reflects higher expenses in technology, labor, and distribution costs in our ICS segment, including the increase in postage rates of approximately $18.0 million, and higher expenses related to acquisitions.

Previous wording

•Selling, general and administrative expenses - the increase of $91.8 million was primarily driven by higher technology investments and compensation-related expenses.

Current wording

•Selling, general and administrative expenses - the increase of $21.0 million primarily reflects higher labor and compensation-related expenses, including Restructuring and Other related costs.

Previous wording

Interest expense, net. Interest expense, net was $25.1 million, a decrease of $6.1 million, from $31.1 million for the three months ended March 31, 2025. The decrease was primarily due to lower average borrowings and lower borrowing costs.

Current wording

Interest expense, net. Interest expense, net was $27.1 million, an increase of $3.0 million, from $24.2 million. The increase was primarily due to higher average borrowings and higher borrowing costs.

Previous wording

Other non-operating income (expenses), net. Other non-operating income, net for the nine months ended March 31, 2026 was $242.7 million, compared to Other non-operating expenses, net $6.6 million for the nine months ended March 31, 2025, primarily as a result of realized and unrealized gains and losses on digital assets, the previously held Digital Asset Loan Receivable, and the pre-funded common stock purchase warrants (the “Warrants”) related to the Canton Digital Asset Treasury of $243.6 million 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.

Current wording

Other non-operating income (expenses), net. Other non-operating expenses for the three months ended September 30, 2026 were $36.7 million, compared to Other non-operating income of $48.5 million for the three months ended September 30, 2025. The decreased Earnings before income taxes was primarily as a result of non-cash Losses on Digital Assets of $40.2 million in the current year period compared to a gain of $45.8 million in the prior 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 decrease in the effective tax rate for the three months ended March 31, 2026 was primarily driven by an increase in discrete tax benefits.

Current wording

The decrease in the effective tax rate for the three months ended September 30, 2026 was primarily attributable to transferable federal tax credits which relate to the prior tax year.

Previous 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.

Current wording

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

Previous wording

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Other rather than reflect such items in segment profit.

Current wording

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Corporate and Other rather than reflect such items in segment profit.

Previous wording

◦Regulatory rose 9% and 9%, respectively. Equity revenue position growth was 11% and Mutual fund/ETF position growth was 6%.

Current wording

◦Regulatory rose 17% and 17%, respectively. Equity revenue position growth was 11% and Mutual fund/ETF position growth was 16%.

Previous wording

◦Data-driven fund solutions increased 9% and 8%, respectively, driven by growth in data and analytics revenues and the acquisitions of Acolin and iJoin.

Current wording

◦Data-driven fund solutions increased 10% and 10%, respectively, driven by growth from the acquisitions of Acolin and iJoin and in data and analytics revenues.

Previous wording

◦Issuer rose 8% and 8%, respectively, driven by growth in disclosure solutions and shareholder engagement solutions.

Current wording

◦Issuer rose 4% and 4%, respectively, driven by growth in disclosure solutions.

Previous wording

◦Customer communications rose 6% and 6%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal.

Current wording

◦Customer communications rose 3% and 3%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal.

Previous wording

•Distribution revenues increased $37.8 million, or 7%, driven primarily by the postage rate increase of approximately $34 million.

Current wording

•Distribution revenues increased $20.0 million, or 4%, driven primarily by the postage rate increases of approximately $18.0 million.

Previous wording

•Earnings before income taxes increased $9 million, or 2%, to $572.7 million. The earnings benefit from higher Recurring revenue and Event-driven revenue was partially offset by higher Operating expenses. Operating expenses rose 10%, or $306.9 million to $3,255.8 million driven by distribution expenses, as well as other volume-related expenses and the impact of acquisitions.

Current wording

•Earnings before income taxes decreased $22.5 million, or 18%, to $103.9 million. The earnings benefit from higher Recurring revenue was offset by lower Event-driven revenues and higher Operating expenses. Operating expenses rose 5%, or $45.7 million, to $1,049.2 million driven by higher distribution and technology expenses, as well as the impact of acquisitions.

Previous wording

•Earnings before income taxes increased $62.8 million, or 37%, to $230.3 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

Current wording

•Earnings before income taxes increased $31.2 million, or 47%, to $98.6 million, as higher revenues more than offset higher expenses. Operating expenses rose 6%, or $24.8 million, to $417.0 million driven by higher revenue and technology expenses, as well as the impact of the CQG acquisition.

Previous wording

These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:

Current wording

These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, and are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:

Previous wording

(iv) Gains or Losses on Digital Assets, which represent the 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 CNTN and the associated mark to market gain or loss recorded to remeasure the previously held Digital Asset Loan Receivable and Warrants to fair market value. 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.

Current wording

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

Previous wording

Reconciliation of Non-GAAP measures to the most directly comparable GAAP measures (unaudited)

Current wording

Reconciliation of such Non-GAAP measures to the most directly comparable GAAP measures (unaudited)

Previous wording

(a) Restructuring and Other Related Costs for the three and nine months ended March 31, 2026 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 were approximately $20 million and were completed in the third quarter of fiscal year 2026.

Current wording

Restructuring and Other Related Costs for the three months ended September 30, 2025 consist of severance and other costs related to the closure of substantially all operations of a production facility. 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 $0.1 million and $2.4 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2026, respectively, $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. 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 $0.1 million and $1.9 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2026 and 2025, 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, 2026, Cash and cash equivalents were $304.8 million and Total stockholders’ equity was $2,818.8 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, 2026, Cash and cash equivalents were $284.1 million and Total stockholders’ equity was $2,614.0 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 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.

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 our outstanding debt are as follows:

Current wording

Future principal payments on the Company’s outstanding debt are as follows:

Previous wording

Please refer to Note 11, “Borrowings” to our Condensed Consolidated Financial Statements in Item 1. of Part I of this Quarterly Report on Form 10-Q for a more detailed discussion.

Current wording

Please refer to Note 12, “Borrowings” to our Condensed Consolidated Financial Statements in Item 1. of Part I of this Quarterly Report on Form 10-Q for a more detailed discussion, including outstanding borrowings and available capacity under the Company’s borrowing arrangements.