BROADRIDGE FINANCIAL SOLUTIONS, INC.

Condensed Consolidated Statements of Earnings

Condensed Consolidated Statements of Comprehensive Income

(In millions)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

(In millions)

Condensed Consolidated Statements of Stockholders’ Equity

(a) Reflects the adoption of ASU 2023-08, “Intangibles—Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.”

Notes to Condensed Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION

A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), a Delaware corporation, is a global financial technology leader powering investing, corporate governance, and communications. The Company delivers technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds, that enable the Company’s clients to operate, innovate and grow. The Company’s trusted expertise and transformative technology solutions help financial services companies enhance investor engagement, optimize trading and investing, and digitize communications. The principal markets in which the Company operates are located in North America and Europe. The Company operates intwo reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).

The Company’s Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions are provided as part of the ICS segment. Through its Regulatory Solutions, the Company provides proxy services for bank, broker-dealer, public company, and fund clients, regulatory communication solutions for asset managers, fund communication solutions for fund managers, and international corporate governance solutions. The Company’s Data-Driven Fund Solutions includes a full range of data-driven analytics solutions for asset managers, broker-dealers, and retirement service providers as well as automated mutual fund and exchange-traded funds trade processing services for financial institutions. Through its Corporate Issuer Solutions, the Company provides an array of services for public companies, including shareholder meeting and proxy services, corporate governance, regulatory filings and disclosure, and stock transfer services. The Company’s Customer Communications Solutions include omni-channel customer communications management solutions for clients across financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries.

The Company provides mission-critical, scale infrastructure to the global financial markets through the GTO segment. In Capital Markets, the Company provides front-to-back multi-asset, multi-currency platforms that power trading and post-trade processing for financial markets globally. In Wealth and Investment Management, the Wealth Platform and capabilities power the full lifecycle from investor experience, to advisor, to optimizing operations, while the Company’s Investment Management solutions provide buy-side technology solutions to the market. The Company’s Distributed Ledger Repo (DLR) technologies led by its DLX solution enables firms to innovate and support new tokenized requirements while its business process outsourcing services enable firms to achieve scale through technology and outsourcing.

B. Consolidation and Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q. These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest, 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. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed with the SEC on August 4, 2026, which includes descriptions of significant accounting policies, as updated by the information contained in this report. These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position on September 30, 2026 and June 30, 2026, the results of its operations for the three months ended September 30, 2026 and 2025, its cash flows for the three months ended September 30, 2026 and 2025, and its changes in stockholders’ equity for the three months ended September 30, 2026 and 2025.

C. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgments that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The use of estimates in specific accounting policies is described further in the notes to the Condensed Consolidated Financial Statements, as appropriate.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities. Early adoption of the amendments is permitted. The Company’s early adoption of ASU 2025-10 in the first quarter of fiscal year 2027 on a modified prospective basis did not have a material impact on the Company’s Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires an entity to disclose additional information about specific expense categories. ASU 2024-03 is effective for the Company in the fourth quarter of fiscal year 2028. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. Upon adoption, this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software” (“ASU 2025-06”), which removes all references to sequential software development project stages and establishes new capitalization criteria. In order for capitalization to begin under the new guidance, management must authorize and commit to funding a project and meet a probable-to-complete recognition threshold. In evaluating whether the probable-to-complete recognition threshold has been met, management is required to consider whether there is a significant development uncertainty associated with the software project. The amendments in this ASU may be applied using (1) a prospective transition approach applying the guidance to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects, (2) a retrospective transition approach by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings, or (3) a modified transition approach applying the amendments on a prospective basis to new software costs incurred except for in-process projects that, as of the date of adoption the entity determines do not meet the capitalization requirements under the new guidance. ASU 2025-06 is effective for the Company in the first quarter of fiscal year 2029. Early adoption is permitted. The Company is currently assessing the impact that the adoption of ASU 2025-06 will have on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”, which refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. ASU 2025-07 is effective for the Company in the first quarter of fiscal year 2028. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) modified retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The Company is currently assessing the impact that the adoption of ASU 2025-07 will have on the Company’s Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. ASU 2025-11 is effective for the Company in the first quarter of fiscal year 2029. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The adoption of ASU 2025-11 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)”, which establishes a new accounting model for environmental credits and environmental credit obligations. The amendments provide recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations. ASU 2026-02 is effective for the Company in the first quarter of fiscal year 2029. The Company is currently evaluating the impact that the adoption of ASU 2026-02 will have on the Company’s Consolidated Financial Statements.

NOTE 3. REVENUE RECOGNITION

Disaggregation of Revenue

The Company has presented below its revenue disaggregated by product line and by revenue type within each of its Investor Communication Solutions and Global Technology and Operations reportable segments.

Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, 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 and distribution of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as administrative services related to the Company’s fund processing solutions.

For the three months ended September 30, 2026 and 2025, the Company recognized revenue of $1.4 million and $3.7 million, respectively, as a result of its performance of services related to the Canton Network, which is included in Capital Markets revenues.

Contract Balances

The following table provides information about contract assets and liabilities:

Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts. Contract liabilities represent consideration received or receivable from clients before the transfer of control occurs (deferred revenue). Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.

During thethree months ended September 30, 2026, contract assets increased due to a difference between the timing of billing and the revenue recognition of software term license revenues, while contract liabilities decreased due to the timing of client invoices in relation to the timing of revenue recognized. The Company recognized $182.2 million of revenue during thethree months ended September 30, 2026 that was included in the contract liability balance as of June 30, 2026.

NOTE 4. WEIGHTED-AVERAGE SHARES OUTSTANDING

Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented. The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested.

The computation of diluted EPS excluded 1.2 million options and restricted stock units for the three months ended September 30, 2026, and 0.3 million options and restricted stock units for the three months ended September 30, 2025, as the effect of their inclusion would have been anti-dilutive.

The following table sets forth the denominators of the basic and diluted EPS computations:

NOTE 5. INTEREST EXPENSE, NET

Interest expense, net consisted of the following:

NOTE 6. ACQUISITIONS

Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Condensed Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the businesses acquired by the Company are included in the Company’s Condensed Consolidated Statements of Earnings since the respective dates of the acquisitions. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill. Acquired Goodwill in connection with these acquisitions represents expected synergies from the combined operations. Pro forma information for these acquired businesses is not provided because they did not have a material effect, individually or in the aggregate, on the Company’s consolidated results of operations.

Refer to Note 8, “Fair Value of Financial Instruments” for further details on contingent consideration.

FISCAL YEAR 2027 BUSINESS COMBINATIONS

The Company has not completed any acquisitions as of September 30, 2026.

FISCAL YEAR 2026 BUSINESS COMBINATIONS

In April 2026, the Company acquired CQG, Inc. (“CQG”). CQG is a Denver-based execution management system provider to futures and options market participants. CQG is included in the Company’s GTO reportable segment. The aggregate purchase price included consideration transferred of $173.0 million in cash ($161.7 million net of cash acquired), $12.0 million in deferred payments, and contingent consideration with a maximum potential payout of $50.0 million. The contingent consideration is payable through fiscal year 2029 upon the achievement by the acquired business of certain defined revenue targets. Net tangible liabilities assumed in the transaction were $1.4 million, including measurement period adjustments and contingent liabilities incurred were valued at $28.0 million. The acquisition resulted in $77.7 million of Goodwill, which is tax deductible. Intangible assets acquired, which totaled $125.5 million, consist primarily of customer relationships and software technology, which are being amortized over aseven-year andfive-year life, respectively.

In January 2026, the Company acquired Acolin Group Holdco Limited (“Acolin”). Acolin is a European provider of cross-border fund distribution and regulatory services. Acolin is included in the Company’s ICS reportable segment. The aggregate purchase price included consideration transferred of $70.2 million in cash ($65.4 million net of cash acquired), $2.4 million in deferred payments, and contingent consideration with a fair value of $16.9 million. The contingent consideration is payable through fiscal year 2027 based upon a percentage of eligible revenues achieved. Net tangible liabilities assumed in the transaction were $12.2 million, including measurement period adjustments. This acquisition resulted in $75.3 million of Goodwill, which is not tax deductible. Intangible assets acquired, which totaled $21.4 million, consist primarily of customer relationships and software technology, which are being amortized over aseven-year life and afive-year life, respectively.

In September 2025, the Company acquired all of the ownership interests of LDI-MAP, LLC (“iJoin”), a retirement plan technology provider specializing in participant onboarding, engagement, and analytics solutions for the retirement industry. iJoin is included in the Company’s ICS reportable segment. The aggregate purchase price included consideration transferred of $31.9 million in cash ($31.9 million net of cash acquired), $3.5 million in deferred payments, and contingent consideration with a fair value of $8.5 million. The contingent consideration is payable through fiscal year 2028 based upon a percentage of eligible revenues achieved. Net tangible assets acquired in the transaction were $0.1 million. This acquisition resulted in $24.1 million of Goodwill, which is tax deductible. Intangible assets acquired, which totaled $19.7 million, consist primarily of customer relationships and software technology, which are being amortized over aseven-year life and afive-year life, respectively.

In August 2025, the Company acquired Signal Agency Limited (“Signal”), a UK-based provider of design, technology and consulting services that support omni-channel communications for financial services and other firms. Signal is included in the Company’s ICS reportable segment. The aggregate purchase price included consideration transferred of $25.0 million in cash ($23.9 million net of cash acquired) and $2.7 million in deferred payments. Net tangible liabilities acquired in the transaction were $3.4 million. This acquisition resulted in $19.9 million of Goodwill, which is not tax deductible, and $10.1 million of intangible assets, which consist of customer relationships and software technology, which are being amortized over afive-year life.

The allocation of the purchase price is based on preliminary estimates of the fair value of assets acquired and liabilities assumed. The Company is currently evaluating these fair values, and such estimates are subject to revision as additional information becomes available. The Company will finalize the purchase price allocation as soon as practicable within the measurement period, which will not exceed one year from the acquisition date, which remains open for CQG and Acolin.

NOTE 7. DERIVATIVE INSTRUMENTS

The following table presents the fair values of all derivative instruments included in the Consolidated Balance Sheets on a gross basis.

(a) The Fair Value Hedge has an aggregate notional value of $500.0 million at September 30, 2026 and June 30, 2026. The Fair Value Hedge liability is included in Other non-current liabilities on the Company’s Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026.

(b) The Net Investment Hedge has an aggregate notional value of €880.0 million at September 30, 2026 and June 30, 2026. The Net Investment Hedge asset is included in Other non-current assets on the Company’s Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026.

Fair Value Hedge

The Company is exposed to interest rate risk in connection with our long-term debt portfolio. In May 2026, the Company executed interest rate swap agreements which were accounted for as fair value hedges that swap fixed for variable rate interest to hedge changes in the fair value of the fixed rate Fiscal 2026 Senior Notes.

Accordingly, variable rate interest expense on the fair value hedge is recorded within Interest expense, net in the Consolidated Statements of Earnings. Cash flows associated with the floating interest from the Company’s fair value hedges are reported in cash flows from operating activities in the Consolidated Statement of Cash Flows.

Net changes in the fair value of the interest rate swaps, along with the offsetting change in the fair value of the hedged notes, were recognized in Interest expense, net within the Consolidated Statements of Earnings. For the three months ended September 30, 2026, the Company’s reduction of Interest expense, net associated with the fair value hedge was $0.2 million.

Net Investment Hedge

In January 2022, the Company entered into cross-currency swap derivative contracts which are designated as net investment hedges to hedge a portion of its net investment in its subsidiaries whose functional currency is the Euro.

The cross-currency swap derivative contracts are agreements to pay fixed-rate interest in Euros and receive fixed-rate interest in U.S. Dollars, thereby effectively converting a portion of the Company’s U.S. Dollar denominated fixed-rate debt into Euro denominated fixed-rate debt. The cross-currency swaps mature in May 2031 to coincide with the maturity of the Fiscal 2021 Senior Notes. The Company has elected the spot method of accounting whereby the net interest savings from the cross-currency swaps is recognized as a reduction in interest expense in the Company’s Consolidated Statements of Earnings.

For the three months ended September 30, 2026, and 2025, the Company’s pre-tax net unrealized gains and (losses) associated with the net investment hedge recognized in Other comprehensive income (loss) were $3.7 million and$9.3 million, resp ectively.

Cash Flow Hedge

In May 2021, the Company settled a forward treasury lock agreement that was designated as a cash flow hedge, for a pre-tax loss of $11.0 million, after which the final settlement loss is being amortized into Interest expense, net ratably over the 10-year term of the Fiscal 2021 Senior Notes. The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $1.1 million.

NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1 Quoted market prices in active markets for identical assets and liabilities.

Level 2 Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments, as applicable, based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any of its Level 1 and Level 2 financial assets and liabilities during the period.

The fair values of contingent consideration obligations are based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria. The measurement is based on significant inputs that are not observable in the market; therefore, the Company classifies this liability as Level 3 in the table below.

The determination of the fair value of the Company’s digital assets is discussed below.

The following tables set forth the Company’s financial assets and liabilities at September 30, 2026 and June 30, 2026, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:

(a) Includes investments related to the Company’s Defined Benefit Pension Plans, Executive Retirement and Savings Plan (the “ERSP”) and shares of Canton Strategic Holdings, Inc. (“CNTN”) stock.

In addition, the Company has non-marketable securities with a carrying amount of $109.3 million and $108.4 million as of September 30, 2026 and June 30, 2026, respectively, that to the extent they have been remeasured during the period are classified as Level 2 financial assets and included as part of Other non-current assets on the Condensed Consolidated Balance Sheets.

Digital Assets

Beginning in the fourth quarter of fiscal year 2024, the Company began to earn Canton Coins for its function as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure. Prior to the first quarter of fiscal year 2026, the Company held the Canton Coins on its Balance Sheet for investment purposes and to pay any fees associated with its Canton Network activity. During the first quarter of fiscal year 2026, the Company began converting the coins to cash nearly immediately after they were earned and continued to do so periodically throughout the second fiscal quarter of 2026.

The following table presents the Company’s Canton Coin holdings as of September 30, 2026 and June 30, 2026:

(a) As of September 30, 2026, and June 30, 2026, the Company was restricted from transferring a total of 1.3 billion Canton Coins valued at $162.3 million and $189.9 million, respectively, as a result of its election under the Canton Coin lockup framework. In March 2026, the Canton Network approved a framework under which Super Validators may voluntarily lock a specified percentage of their aggregate lifetime earned Canton Coins to maintain the level at which the Company earns Canton Coins (“Super Validator Weight”). The amount of Super Validator Weight assigned to a participant is based on the percentage of lifetime Canton Coins that remain actively locked. The framework applies to both historical and future earned Canton Coins, and the required lock thresholds decline over time and are scheduled to end in mid-2029. Super Validators can unlock tokens at any time. Once unlocked, tokens are released gradually over a year. The Company has elected to lock 70% of the lifetime and future earned Canton Coins, which allows it to retain its current Super Validator Weight.

Prior to the second fiscal quarter of 2026, Canton Coins were classified as Level 3 within the fair value hierarchy because the valuation required assumptions that were both significant and unobservable. During the quarter ended December 31, 2025, the Company’s digital asset holdings were transferred from Level 3 to Level 1 as Canton Coins were listed on several public exchanges, and therefore quoted market prices in active markets were available. As of September 30, 2026, the Company’s Canton Coin holdings were measured at fair value based on quoted market prices from the Company’s principal market.

Canton Digital Asset Treasury

During the second quarter of fiscal year 2026, Broadridge contributed 342 million of its Canton Coins with a total fair value of $53.1 million at the time of the transaction for 17.3 million pre-funded common stock purchase warrants (the “Warrants”) representing an interest in CNTN, formerly Tharimmune, Inc. in conjunction with a private placement in public equity offering. Upon exercise, the Warrants entitle the Company to receive an equal number of shares of common stock of CNTN (together, the “Canton Digital Asset Treasury”). The Warrants are not able to be sold or transferred by the Company. Upon closing of the offering, CNTN began to execute a digital asset treasury strategy that includes the acquisition of Canton Coins via capital markets activities, generation of Canton Coins by applying to be a Super Validator, and investing in the development of applications on the Canton Network that drive institutional utility, scalability and adoption across capital markets.

The Warrants received as part of the Canton Digital Asset Treasury, as well as the shares of CNTN stock obtained by the Company as a result of exercise of the Warrants are recognized on the Consolidated Balance Sheet as part of Other non-current assets. During the first quarter of fiscal year 2027, the Company exercised 0.3 million of the Warrants to receive an equivalent number of shares of CNTN common stock. The publicly traded shares of CNTN common stock are classified as Level 1 of the fair value hierarchy, while the Warrants are classified as Level 2 as they are remeasured to fair value at the end of each reporting period based on the quoted public share price of CNTN shares. For the first quarter of fiscal year 2027, the Company recognized a $7.7 million loss within Other non-operating expenses related to the Canton Digital Asset Treasury transaction.

The following table presents a summary of the changes in the Company’s Canton Coin holdings during the three months ended September 30, 2026 and 2025, respectively:

(a) Includes unrealized losses totaling $32.5 million during the three months ended September 30, 2026. Includes realized gains totaling $1.1 million and unrealized gains totaling $45.8 million during the three months ended September 30, 2025.

The following table sets forth an analysis of changes during the three months ended September 30, 2026 and 2025, respectively, in Level 3 financial liabilities of the Company:

NOTE 9. DEFERRED CLIENT CONVERSION AND START-UP COSTS

Deferred client conversion and start-up costs consisted of the following:

The table below sets forth the total amount of Deferred client conversion and start-up costs and Deferred sales commission costs amortized in Operating expenses:

NOTE 10. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:

(a)Includes Rabbi Trust assets used to fund the Company’s the Supplemental Officer Retirement Plan (“SORP”) and the Supplemental Executive Retirement Plan (“SERP”) defined benefit pension plans with a value of $69.1 million at September 30, 2026 and $70.8 million at June 30, 2026. Refer to Note 18, “Employee Benefit Plans” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for details regarding the SORP and SERP.

(b)Refer to Note 8, “Fair Value of Financial Instruments” for further discussion.

(c)ROU assets represent the Company’s right to use an underlying asset for the lease term.

(d)Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.

(e)Represents Warrants related to the Company's contribution of Canton Coins to CNTN during the second quarter of fiscal year 2026. Please refer to Note 8, “Fair Value of Financial Instruments” for a further discussion.

(f)Represents deferred data center costs associated with the Company’s information technology services agreements. Refer to Note 16, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

(g)Includes derivative assets as of September 30, 2026 and June 30, 2026 related to the Company’s cross-currency swap derivative contracts. Refer to Note 7, “Derivative Instruments” for a further discussion.

NOTE 11. PAYABLES AND ACCRUED EXPENSES

Payables and accrued expenses consisted of the following:

(a)Includes a restructuring liability of $13.0 million and $9.3 million as of September 30, 2026 and June 30, 2026, respectively.

NOTE 12. BORROWINGS

Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:

(a)In December 2024, the Company amended and restated itsfive-year $1.5 billion revolving credit facility, comprising of $1.0 billion U.S. dollar and $500.0 million multicurrency tranches. The weighted-average interest rate was 4.43% and 4.60% for the three months ended September 30, 2026, and 2025, respectively. The interest is based on Adjusted Term

SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA, and STIBOR plus margins of 0.785% to 1.250% per annum. The facility fee ranges from 0.090% to 0.250% per annum, based on ratings. Borrowings may be voluntarily prepaid, in whole or in part, without premium or penalty, subject to the applicable drawn loan maturity.

(b)In August 2025, the Company amended and restated its term credit agreement, providing a $750.0 million term loan commitment. Interest is based on Term SOFR plus margins of 1.000% to 1.625% per annum, based on ratings. The Company may voluntarily prepay the term loan without premium or penalty.

(c)In December 2019, the Company issued $750.0 million aggregate principal amount of 2.90% senior notes. Interest is payable semiannually in arrears on June 1 and December 1; the effective yield to maturity is 2.933%. The notes may be redeemed before maturity.

(d)In May 2021, the Company issued $1,000.0 million aggregate principal amount of 2.60% senior notes. Interest is payable semiannually in arrears on May 1 and November 1; the effective yield to maturity is 2.605%. The notes may be redeemed before maturity.

(e)In May 2026, the Company issued $500.0 million aggregate principal amount of 5.75% senior notes. Interest is payable semiannually in arrears on May 15 and November 15; the effective yield to maturity is 5.790%. The notes may be redeemed before maturity.

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

The Fiscal 2025 Revolving Credit Facility and Fiscal 2026 Term Loan are subject to certain covenants, including a leverage ratio. The senior notes indentures contain certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. The Company was in compliance with all covenants as of September 30, 2026.

The revolving credit facility, term loan, and senior notes are senior unsecured obligations of the Company and rank equally in right of payment.

In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of September 30, 2026 and June 30, 2026, respectively, there wereno outstanding borrowings under these lines of credit.

Fair Value

The fair values of the variable-rate Fiscal 2025 Revolving Credit Facility and Fiscal 2026 Term Loan as of September 30, 2026 should approximate their respective carrying value and have been classified as a Level 2 financial liability (as defined in Note 8, “Fair Value of Financial Instruments”).

The fair value of the fixed-rate Senior Notes was $2,023.5 million and $2,093.5 million as of September 30, 2026 and June 30, 2026, respectively, based on quoted market prices and have been classified as a Level 1 financial liability (as defined in Note 8, “Fair Value of Financial Instruments”).

NOTE 13. OTHER NON-CURRENT LIABILITIES

Other non-current liabilities consisted of the following:

(a)Includes a total benefit obligation for the SORP and the SERP of $66.2 million at September 30, 2026 and $65.9 million at June 30, 2026. The SORPand SERP are effectively funded with assets held in a Rabbi Trust. The Rabbi Trust assets had a value of $69.1 million at September 30, 2026 and $70.8 million at June 30, 2026 and are included in Other non-current assets in the accompanying Condensed Consolidated Balance Sheets. Refer to Note 18, “Employee Benefit Plans” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for details regarding the SORP and SERP.

(b)Includes derivative liabilities as of September 30, 2026 and June 30, 2026 related to the Company’s interest rate swap agreements. Refer to Note 7, “Derivative Instruments” for a further discussion.

NOTE 14. STOCK-BASED COMPENSATION

The activity related to the Company’s incentive equity awards for the three months ended September 30, 2026 consisted of the following:

(a)Stock options exercised during the period of July 1, 2026 through September 30, 2026 had an aggregate intrinsic value of $1.1 million.

(b)As of September 30, 2026, the Company’s outstanding vested and exercisable stock options using the September 30, 2026 closing stock price of $161.10 (approximately 1.2 million shares) had an aggregate intrinsic value of $26.4 million with a weighted-average exercise price of $149.78 and a weighted-average remaining contractual life of 4.9 years. The total of all stock options outstanding as of September 30, 2026 has a weighted-average remaining contractual life of 6.6 years.

(c)As of September 30, 2026, time-based restricted stock units and performance-based restricted stock units expected to vest using the September 30, 2026 closing stock price of $161.10 (approximately 0.7 million and 0.3 million shares, respectively) had an aggregate intrinsic value of $111.8 million and $46.2 million, respectively. Performance-based restricted stock units granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.

The Company has stock-based compensation plans under which the Company annually grants stock option and restricted stock unit awards. Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant, with the measurement of stock-based compensation expense recognized in Net earnings based on the fair value of the award on the date of grant. Stock-based compensation expense of $23.2 million and $15.5 million, as well as related expected tax benefits of $3.6 million and $2.4 million were recognized for the three months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock unit awards amounted to $16.1 million and $55.9 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.9 years and 1.6 years, respectively.

For stock options granted, the fair value of each stock option was estimated on the date of grant using a binomial option pricing model. The binomial 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 model are based on a combination of implied market volatilities, historical volatility of the Company’s 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.

NOTE 15. INCOME TAXES

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.

NOTE 16. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Data Center Agreements

The Company is a party to an Amended and Restated IT Services Agreement (“ITSA”) with Kyndryl, Inc. (“Kyndryl”), an entity formed by IBM’s spin-off of its managed infrastructure services business. Kyndryl provides certain aspects of the Company’s information technology infrastructure, including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. On March 31, 2026, the Company further amended the ITSA which extended the arrangement through December 31, 2031 and incorporated an embedded lease for mainframe equipment and licenses for related software, which is expected to commence in March 2027. Fixed minimum commitments, including lease liabilities not yet recognized, under the ITSA, at September 30, 2026 are $369.6 million through December 31, 2031, the final year of the ITSA.

Broadridge Software Limited, a subsidiary of the Company is party to the SIS Services Agreement with Kyndryl Canada, under which Kyndryl Canada provides infrastructure managed services for the SIS Business. The SIS Services Agreement expires on October 31, 2029. Fixed minimum commitments under the SIS Services Agreement at September 30, 2026 are $95.4 million through October 31, 2029, the final year of the SIS Services Agreement.

The Company is a party to an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which Kyndryl operates, manages and supports the Company’s private cloud global distributed platforms and products, and operates and manages certain Company networks. The Private Cloud Agreement expires on March 31, 2030. Fixed minimum commitments under the Private Cloud Agreement at September 30, 2026 are $51.9 million through March 31, 2030, the final year of the contract.

Cloud Services Resale Agreement

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

Investments

The Company has an equity method investment that is a variable interest in a variable interest entity. The Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to its unconsolidated investments in this variable interest entity totaled $23.3 million as of September 30, 2026, which represents the carrying value of the Company's investment.

In addition, as of September 30, 2026, the Company has future commitments to fund $20.0 million to the Company’s other investees.

Litigation

Broadridge or its subsidiaries are subject to various claims and legal matters that arise in the normal course of business (referred to as “Litigation”). The Company establishes reserves for Litigation and other loss contingencies when it is both probable that a loss will occur, and the amount of such loss can reasonably be estimated. For certain Litigation matters which the Company does not believe it probable that a loss will occur at this time, the Company is able to estimate a range of reasonably possible losses in excess of established reserves. Management currently estimates an aggregate range of reasonably possible losses for such matters of up to $5.0 million in excess of any established reserves. The Litigation matters underlying the estimated range will change from time to time, and it is reasonably possible that the actual results may vary significantly from this estimate. The Company’s management currently believes that resolution of any outstanding legal matters will not have a material adverse effect on the Company’s financial position or results of operations. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these matters could have a material adverse impact on the Company’s financial position and results of operations in the period in which any such effects are recorded.

Other

In the normal course of business, the Company enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements.

The Company’s business process outsourcing and mutual fund processing services are performed by Broadridge Business Process Outsourcing, LLC (“BBPO”), an indirect subsidiary, which is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions, process any retail business or carry customer accounts. As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount. At September 30, 2026, BBPO was in compliance with this net capital requirement. BBPO, as a participant of the Depository Trust Company (“DTC”), is also subject to DTC Section 1.B.iii which requires BBPO to maintain a minimum excess net capital amount. At September 30, 2026, BBPO was in compliance with this excess net capital requirement.

In addition, Matrix Trust Company, a subsidiary of the Company, is a Colorado State non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to collective investment trust funds. As a result, Matrix Trust Company is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Financial Institutions, as well as the National Securities Clearing Corporation. Specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. At September 30, 2026, Matrix Trust Company was in compliance with its capital requirements.

NOTE 17. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) for the three and three months ended September 30, 2026, and 2025, respectively:

NOTE 18. INTERIM FINANCIAL DATA BY SEGMENT

The Company operates intwo reportable segments: Investor Communication Solutions and Global Technology and Operations. See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments.

The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”). The chief operating decision maker utilizes earnings before income taxes, to make decisions on resource allocation, including investment of profits, potential acquisitions, or return of capital. The chief operating decision maker does not review assets and capital expenditures in evaluating the results of the Company’s segments, therefore such information is not presented.

(a)Other direct expenses included in the Segment earnings (loss) before income taxes include interest, distribution, labor, lease, data center, and other expenses that are directly incurred by the segment.

(b)Other segment items include expenses related to centrally managed activities that are allocated to the reportable segments based on usage and other factors.

(c)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, and the unrealized and realized gains or losses, as applicable, on the Company’s digital asset holdings and Canton Digital Asset Treasury Transaction. Refer to Note 8, “Fair Value of Financial Instruments” for details.