BROADRIDGE FINANCIAL SOLUTIONS, INC.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
BR$190.40-1.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001628280-26-028675
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSOTHER INFORMATIONCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001628280-26-069260
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSOTHER INFORMATIONThe 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 12 previous paragraphs and 12 current paragraphs.
4 unchanged; 4 reworded; 4 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the “Risk Factors” disclosed under Item 1A. to Part I in our 2026 Annual Report. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our 2026 Annual Report.
Added paragraphs (4)
Current report
Share Repurchase Plan Authorization
Current report
On August 3, 2026, the Board authorized a new share repurchase program under which Broadridge may repurchase up to $1.5 billion of its outstanding common stock (the “2026 Share Repurchase Program”). This authorization replaces the 3.5 million shares remaining under the Board’s previous authorization last approved in 2019 (the “2019 Share Repurchase Program”). The 2026 Share Repurchase program has no expiration date and may be suspended, modified, or discontinued at any time at the discretion of the Board. Repurchases under the 2026 Share Repurchase Program may be made from time to time in open market transactions, privately negotiated transactions, transactions pursuant to Rule 10b5-1 trading arrangements, or other transactions permitted by applicable securities laws and regulations. The timing, number, and value of shares repurchased will depend on market conditions, the market price of Broadridge’s common stock, available liquidity, capital allocation priorities, applicable legal requirements, and other factors considered relevant by management and the Board.
Current report
On August 12, 2026, the Company’s Director, Maura Markus, adopted a Rule 10b5-1 trading arrangement (the “Markus 10b5-1 Plan”) for the sale of securities of the Company. The Markus 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 4,753 underlying shares of the Company’s common stock received upon exercise, subject to the satisfaction of the Company’s stock retention and holding period requirements. The Markus 10b5-1 Plan will expire on November 17, 2026.
Current report
The Markus 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
Removed paragraphs (4)
Previous report
We may incur significant charges or losses in the future associated with our portfolio of intangible assets, including goodwill and digital assets.
Previous report
As a result of past acquisitions, we carry a significant amount of goodwill and other acquired intangible assets on our balance sheet. In addition, we also defer certain costs to onboard a client or convert a client’s systems to function with our technology. Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately 67% of the total assets on our balance sheet as of June 30, 2025. We test goodwill for impairment annually as of March 31st and we test goodwill, intangible assets, net, and deferred client conversion and start-up costs for impairment at other times if events have occurred or circumstances exist that indicate the carrying value of such assets may no longer be recoverable. It is possible we may incur impairment charges in the future, particularly in the event of a prolonged economic recession or loss of a key client or clients. A significant non-cash impairment could have a material adverse effect on our results of operations.
Previous report
Additionally, we may hold digital or crypto assets, a relatively new and evolving asset class and technological innovation that is subject to a high degree of uncertainty and risk. For example, we receive and hold digital assets in the form of Canton Coins. These risks include, but are not limited to, market volatility, potential for fraud or theft, cyberattacks, loss or theft of electronic wallet keys, and rapidly changing or unsettled legal, regulatory, and market standards. The value of digital assets is highly speculative and can fluctuate dramatically, and determining their fair value can be particularly challenging. Events such as diminished adoption, negative regulatory developments, or technological changes may result in significant reductions to the value of digital assets we hold or even the total loss of such assets. In addition, the ability to convert digital assets to fiat currency may be limited or nonexistent. Furthermore, as legal and regulatory requirements for digital assets continue to evolve, we could face additional compliance costs, restrictions, or liabilities, and any significant loss in value or adverse developments relating to digital assets could impact our financial condition and results of operations.
Reworded paragraphs (4)
Previous wording
In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the “Risk Factors” disclosed under Item 1A. to Part I in our 2025 Annual Report. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our 2025 Annual Report other than the risk set forth below.
Current wording
In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the “Risk Factors” disclosed under Item 1A. to Part I in our 2026 Annual Report. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our 2026 Annual Report.
Previous wording
The following table contains information about our purchases of our equity securities for each of the three months during our third fiscal quarter ended March 31, 2026:
Current wording
The following table contains information about our purchases of our equity securities for each of the three months during our first fiscal quarter ended September 30, 2026:
Previous wording
(1)Includes 1,686 shares purchased from employees to pay taxes related to the vesting of stock-based compensation awards.
Current wording
(1)Includes 1,031 shares purchased from employees to pay taxes related to the vesting of stock-based compensation awards.
Previous wording
(2)During the fiscal quarter ended March 31, 2026, the Company repurchased 1,129,418 shares of common stock at an average price of $177.10 under its share repurchase program. At March 31, 2026, the Company had 5,129,244 shares available for repurchase under its share repurchase program. Any share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.
Current wording
(2)During the fiscal quarter ended September 30, 2026, the Company repurchased 1,137,696 shares of common stock at an average price of $175.81, all of which were under the Company’s 2026 Share Repurchase Program. At September 30, 2026, the Company had $1.3 billion available for repurchase under its 2026 Share Repurchase Program. Any share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.