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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2025
------------
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-33220
33-1151291
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)


5 Dakota Drive
Lake Success New York 11042
(Street Address) (City) (State) Zip Code

Registrant’s telephone number, including area code: (516) 472-5400

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:
Trading Symbol
Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share
BR
New York Stock Exchange






Item 2.02. Results of Operations and Financial Condition.

On November 4, 2025, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the first quarter of fiscal year 2026 ended September 30, 2025. On November 4, 2025, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”) on the Company’s Investor Relations website at www.broadridge-ir.com.

Copies of the Press Release and Earnings Presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements
This current report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
•declines in participation and activity in the securities markets;
•the failure of Broadridge’s key service providers to provide the anticipated levels of service;
•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
•overall market, economic and geopolitical conditions and their impact on the securities markets;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s failure to keep pace with changes in technology and demands of its clients;
•competitive conditions;
•Broadridge’s ability to attract and retain key personnel; and
•the impact of new acquisitions and divestitures.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on August 5, 2025 for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.




All forward-looking statements speak only as of the date of this Current Report on Form 8-K and are expressly qualified in their entirety by the cautionary statements included in this Current Report on Form 8-K. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

















SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 4, 2025
BROADRIDGE FINANCIAL SOLUTIONS, INC.
By: /s/ Ashima Ghei
     Ashima Ghei
Corporate Vice President and
   Chief Financial Officer

EX-99.1 2 ex991earningsrelease1q2026.htm EX-99.1 Document
    
EXHIBIT 99.1
brlogorgbblue2017a12.jpg

Broadridge Reports First Quarter Fiscal 2026 Results
Recurring revenues grew 9%; up 8% constant currency
Diluted EPS was $1.40 and Adjusted EPS rose 51% to $1.51
Raising outlook for FY’26 Recurring revenue growth constant currency to higher end of 5-7% guidance
Reaffirming FY’26 guidance including Adjusted EPS growth of 8-12% and Closed sales of $290-$330 million
NEW YORK, N.Y., November 4, 2025 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the first quarter ended September 30, 2025 of its fiscal year 2026. Results compared with the same period last year were as follows:
Summary Financial Results First Quarter
Dollars in millions, except per share data

2025 2024 Change
Recurring revenues $977 $900 9 %
     Constant currency growth (Non-GAAP) 8 %
Total revenues $1,589 $1,423 12 %
Operating income $189 $134 40 %
     Margin 11.9 % 9.4 %
Adjusted Operating income (Non-GAAP) $251 $185 36 %
     Margin (Non-GAAP) 15.8 % 13.0 %
Diluted EPS $1.40 $0.68 106 %
Adjusted EPS (Non-GAAP) $1.51 $1.00 51 %
Closed sales $33 $57 (43 %)

“Broadridge delivered strong first quarter results, including 8% Recurring revenue growth constant currency, near-record event-driven revenue, and 51% Adjusted EPS growth,” said Tim Gokey, Broadridge CEO. “We continue to execute on our strategy of democratizing and digitizing governance, simplifying and innovating capital markets, and modernizing wealth management.

“We are also deploying our capital to drive long-term growth. During the quarter, we made two tuck-in acquisitions to strengthen our governance business and repurchased $150 million of our shares.

“With a strong start to fiscal 2026, we now expect Fiscal Year 2026 Recurring revenue growth at the higher end of our 5-7% guidance range, and are reaffirming our guidance for continued margin expansion, 8-12% Adjusted EPS growth, and strong Closed sales of $290-$330 million,” Mr. Gokey concluded.








1




Fiscal Year 2026 Financial Guidance
 FY’26 Guidance Updates
Recurring revenue growth constant currency (Non-GAAP) 5 - 7% Higher end
Adjusted Operating income margin (Non-GAAP) 20 - 21% No Change
Adjusted Earnings per share growth (Non-GAAP) 8 - 12% No Change
Closed sales $290 - $330M No Change
Financial Results for First Quarter Fiscal Year 2026 compared to First Quarter Fiscal Year 2025
•Total revenues increased 12% to $1,589 million from $1,423 million.
◦Recurring revenues increased $77 million, or 9%, to $977 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO.
◦Event-driven revenues increased $51 million, or 81%, to $114 million, driven by a higher volume of mutual fund proxy communications.
◦Distribution revenues increased $39 million, or 8%, to $498 million, driven by the postage rate increase of approximately $25 million and higher event-driven mailings.
•Operating income was $189 million, an increase of $54 million, or 40%. Operating income margin increased to 11.9%, compared to 9.4% for the prior year period, primarily due to higher Recurring and Event-driven revenues.
◦Adjusted Operating income was $251 million, an increase of $66 million, or 36%. Adjusted Operating income margin was 15.8% compared to 13.0% for the prior year period. The combination of higher distribution revenue and higher float income negatively impacted margins by 30 basis points.
•Interest expense, net was $24 million, a decrease of $8 million, primarily due to lower average borrowings.
•The effective tax rate was 22.4% compared to 20.4% in the prior year period. The change in effective tax rate for the three months ended September 30, 2025 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.
•Net earnings increased 107% to $165 million and Adjusted Net earnings increased 51% to $178 million.
◦Diluted earnings per share increased 106% to $1.40, compared to $0.68 in the prior year period, and
◦Adjusted earnings per share increased 51% to $1.51, compared to $1.00 in the prior year period.
Segment and Other Results for First Quarter Fiscal Year 2026 compared to First Quarter Fiscal Year 2025
Investor Communication Solutions (“ICS”)
•Total revenues were $1,130 million, an increase of $114 million, or 11%.
◦Recurring revenues increased $25 million, or 5%, to $518 million. Recurring revenue growth constant currency (Non-GAAP) was 5%, driven by 4pts of Net New Business and 1pt from acquisitions.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 4% and 4%, respectively. Equity revenue position growth was 7% and Mutual fund/ETF position growth was 2%.
▪Data-driven fund solutions rose 3% and 2%, respectively, driven by growth in retirement and workplace products.
▪Issuer rose 6% and 6%, respectively, driven by growth in disclosure solutions and shareholder engagement solutions.
2




▪Customer communications rose 8% and 8%, respectively, driven by organic growth in digital and print revenues, as well as the acquisition of Signal Agency Limited (“Signal”).
◦Event-driven revenues increased $51 million, or 81%, to $114 million, driven by a higher volume of mutual fund proxy communications.
◦Distribution revenues increased $39 million, or 8%, to $498 million, primarily driven by the postage rate increase of approximately $25 million and higher Event-driven mailings.
•Earnings before income taxes increased by $30 million, or 31%, to $126 million, from higher Recurring and Event-driven revenues. Operating expenses rose 9%, or $84 million, to $1,004 million driven by the impact of the postage rate increase and volume related expenses.
•Pre-tax margins increased to 11.2% from 9.5%.
Global Technology and Operations (“GTO”)
•Recurring revenues were $459 million, an increase of $52 million, or 13%. Recurring revenue growth constant currency (Non-GAAP) was 12%, driven by 6pts from the acquisition of Kyndryl’s Securities Industry Services business (“SIS”) and 6pts of organic growth.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital Markets rose 8% and 6%, respectively, primarily driven by 5pts of revenue from new sales and 3pts of Internal Growth. Internal Growth included 1pt, or $4 million, from digital asset revenues.
◦Wealth and Investment Management rose 22% and 22%, respectively, driven by 17pts from the SIS acquisition and 5pts of organic growth.
•Earnings before income taxes were $67 million, an increase of $20 million, or 42%, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.
•Pre-tax margins increased to 14.6% from 11.6%.
Other
•Earnings before income taxes were $19 million compared to Loss before income taxes of $44 million in the prior year period, primarily due to an unrealized gain on digital assets of $46 million and an $8 million decline in Interest expense, net.
Acquisitions
Signal
In August 2025, the Company acquired 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 total purchase price was approximately $27 million.
iJoin
In September 2025, the Company acquired 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 total purchase price was approximately $35 million, plus an additional contingent consideration liability.
3




Subsequent Event
On November 3, 2025, Broadridge entered into a subscription agreement to contribute 342 million of its Canton Coins to acquire pre-funded common stock purchase warrants representing an approximate 8% interest in Tharimmune, Inc. (“Tharimmune”) via a private placement in public equity offering. Upon the closing of the offering, which is expected to occur on or about November 6, 2025, Tharimmune intends to execute a digital asset treasury strategy that includes the acquisition of Canton Coins via capital markets activities, generation of Canton Coin rewards 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.
Earnings Conference Call
An analyst conference call will be held today, November 4, 2025 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419. A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through November 11, 2025, the recording will also be available by dialing 1-855-669-9658 within the United States or 1-412-317-0088 for international callers, using passcode 5459356 for either dial-in number.
Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
The Company’s results in this press release are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
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:
(i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company’s acquisition activities
(ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities.
(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, and
(iv) Unrealized Gains or Losses on Digital Assets, which represent the quarterly mark to market gain or loss recorded to remeasure the Company’s digital asset holdings in the form of Canton Coins to fair market value.
4




We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, and Unrealized Gains or Losses on Digital Assets from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Free cash flow
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.
Recurring revenue growth constant currency
As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.
Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.
Forward-Looking Statements
This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2026 Financial Guidance” section and statements about our three-year objectives are forward-looking statements.
These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2025 Annual Report.
These risks include:
5




•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
•declines in participation and activity in the securities markets;
•the failure of Broadridge's key service providers to provide the anticipated levels of service;
•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
•overall market, economic and geopolitical conditions and their impact on the securities markets;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s failure to keep pace with changes in technology and demands of its clients;
•competitive conditions;
•Broadridge’s ability to attract and retain key personnel; and
•the impact of new acquisitions and divestitures.
There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.
About Broadridge
Broadridge Financial Solutions (NYSE: BR) is a global technology leader with trusted expertise and transformative technology, helping clients and the financial services industry operate, innovate, and grow. We power investing, governance, and communications for our clients – driving operational resiliency, elevating business performance, and transforming investor experiences. Our technology and operations platforms process and generate over 7 billion communications annually and underpin the daily average trading of over $15 trillion in equities, fixed income, and other securities globally. A certified Great Place to Work®, Broadridge is part of the S&P 500® Index, employing over 15,000 associates in 21 countries. For more information about us, please visit www.broadridge.com.
Contact Information    
Investors
broadridgeir@broadridge.com

Media
Gregg.rosenberg@broadridge.com


6





Condensed Consolidated Statements of Earnings
(Unaudited)

In millions, except per share amounts

Three Months Ended September 30,
2025 2024
Revenues $ 1,589.4  $ 1,422.9 
Operating expenses:
      Cost of revenues 1,166.8  1,075.0 
      Selling, general and administrative expenses 233.9  213.4 
      Total operating expenses 1,400.7  1,288.4 
Operating income 188.8  134.4 
Interest expense, net (24.2) (32.3)
Other non-operating income (expenses), net 48.5  (1.9)
Earnings before income taxes 213.1  100.3 
Provision for income taxes 47.7  20.5 
Net earnings $ 165.4  $ 79.8 
Basic earnings per share $ 1.41  $ 0.68 
Diluted earnings per share $ 1.40  $ 0.68 
Weighted-average shares outstanding:
      Basic 117.0  116.9 
      Diluted 118.0  118.1 

Amounts may not sum due to rounding.
7


        
Condensed Consolidated Balance Sheets
(Unaudited)
In millions, except per share amounts


September 30, 2025 June 30,
2025
Assets
Current assets:
Cash and cash equivalents $ 290.7  $ 561.5 
Accounts receivable, net of allowance for doubtful accounts of $12.0 and $12.5, respectively
963.7  1,077.1 
Other current assets 204.6  178.5 
Total current assets 1,459.0  1,817.1 
Property, plant and equipment, net 166.7  170.1 
Goodwill 3,675.2  3,609.6 
Intangible assets, net 1,263.1  1,277.4 
Deferred client conversion and start-up costs 836.4  842.9 
Other non-current assets 902.4  827.9 
Total assets $ 8,302.9  $ 8,545.0 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt $ 499.5  $ 499.3 
Payables and accrued expenses 840.7  1,112.8 
Contract liabilities 233.6  249.1 
Total current liabilities 1,573.8  1,861.2 
Long-term debt 2,781.8  2,753.0 
Deferred taxes 294.1  261.0 
Contract liabilities 421.3  429.2 
Other non-current liabilities 596.9  585.5 
Total liabilities 5,667.8  5,889.9 
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none
—  — 
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 116.7 and 117.1 shares, respectively
1.6  1.6 
Additional paid-in capital 1,690.4  1,663.0 
Retained earnings 3,932.5  3,862.5 
Treasury stock, at cost: 37.7 and 37.3 shares, respectively
(2,746.8) (2,599.0)
Accumulated other comprehensive income (loss) (242.5) (272.9)
Total stockholders’ equity 2,635.1  2,655.1 
Total liabilities and stockholders’ equity $ 8,302.9  $ 8,545.0 

Amounts may not sum due to rounding.
8


Condensed Consolidated Statements of Cash Flows
(Unaudited)
In millions


Three Months Ended 
 September 30,
2025 2024
Cash Flows From Operating Activities
Net earnings $ 165.4  $ 79.8 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization 32.7  32.3 
Amortization of acquired intangibles and purchased intellectual property 50.8  48.2 
Amortization of other assets 42.6  42.8 
Write-down of long-lived assets and related charges 0.9  0.1 
Stock-based compensation expense 15.5  14.9 
Deferred income taxes 20.8  (17.3)
             Digital assets change in fair market value (45.8) — 
Other (19.5) (7.6)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
               Accounts receivable, net 134.8  179.8 
               Other current assets (9.3) 8.7 
               Payables and accrued expenses (311.7) (453.7)
               Contract liabilities (5.9) (21.8)
               Other non-current assets (26.5) (28.7)
               Other non-current liabilities (2.3) (3.0)
Net cash flows from operating activities 42.3  (125.5)
Cash Flows From Investing Activities
Capital expenditures (15.2) (7.9)
Software purchases and capitalized internal use software (14.4) (24.2)
Acquisitions, net of cash acquired (55.8) (8.0)
Other investing activities (14.6) — 
Net cash flows from investing activities (100.0) (40.1)
Cash Flows From Financing Activities
Debt proceeds 348.5  470.0 
Debt repayments (321.1) (240.0)
Dividends paid (103.1) (93.4)
Purchases of Treasury stock (150.5) (0.3)
Proceeds from exercise of stock options 16.2  17.8 
Other financing activities (4.2) (2.3)
Net cash flows from financing activities (214.2) 151.8 
Effect of exchange rate changes on Cash and cash equivalents 1.1  2.1 
Net change in Cash and cash equivalents (270.8) (11.6)
Cash and cash equivalents, beginning of period 561.5  304.4 
Cash and cash equivalents, end of period $ 290.7  $ 292.8 

Amounts may not sum due to rounding.
9



Segment Results
(Unaudited)
In millions

Three Months Ended 
 September 30,
2025 2024
Revenues
Investor Communication Solutions $ 1,130.0  $ 1,015.6 
Global Technology and Operations 459.5  407.2 
Total $ 1,589.4  $ 1,422.9 
Earnings before Income Taxes
Investor Communication Solutions $ 126.4 $ 96.5
Global Technology and Operations 67.3 47.4
Other 19.3 (43.7)
Total $ 213.1 $ 100.3
Pre-tax margins:
Investor Communication Solutions 11.2 % 9.5 %
Global Technology and Operations 14.6 % 11.6 %
Amortization of acquired intangibles and purchased intellectual property
Investor Communication Solutions $ 9.8  $ 11.6 
Global Technology and Operations 41.0  36.6 
       Total $ 50.8  $ 48.2 
Amounts may not sum due to rounding.






10



Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)

In millions

Three Months Ended 
 September 30,
2025 2024 Change
Investor Communication Solutions
Regulatory
$ 197.2  $ 189.9  4 %
Data-driven fund solutions
111.0  108.0  3 %
Issuer
32.7  30.9  6 %
Customer communications
177.1  164.2  8 %
         Total ICS Recurring revenues 518.0  493.1  5 %
Equity and other 24.0  21.1  14 %
Mutual funds 89.8  41.9  114 %
         Total ICS Event-driven revenues 113.8  63.0  81 %
Distribution revenues 498.1  459.5  8 %
Total ICS Revenues $ 1,130.0  $ 1,015.6  11 %
Global Technology and Operations
Capital markets
$ 280.7  $ 261.0  8 %
Wealth and investment management
178.8  146.2  22 %
         Total GTO Recurring revenues 459.5  407.2  13 %
         Total Revenues $ 1,589.4  $ 1,422.9  12 %
Revenues by Type
Recurring revenues $ 977.5  $ 900.3  9 %
Event-driven revenues 113.8  63.0  81 %
Distribution revenues 498.1  459.5  8 %
         Total Revenues $ 1,589.4  $ 1,422.9  12 %

Amounts may not sum due to rounding.
















11



Select Operating Metrics
(Unaudited)
In millions
Three Months Ended
September 30,
2025 2024 Change
Closed sales (a) $ 32.5 $ 57.5 (43 %)
Position Growth (b)
   Equity positions 12  % %
   Equity revenue positions % N/A
   Mutual fund / ETF positions % 6 %
Internal Trade Growth (c) 17  % 10  %
Amounts may not sum due to rounding.

(a) Refer to the “Results of Operations” section of Broadridge’s Form 10-Q for a description of Closed sales and its calculation.
(b) 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-year 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.
(c) Represents the estimated change in daily average trade volumes for clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods.





12



Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)
In millions, except per share amounts


Three Months Ended 
 September 30,
2025 2024
Reconciliation of Adjusted Operating Income
Operating income (GAAP) $ 188.8 $ 134.4
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 50.8 48.2
Acquisition and Integration Costs 7.2 2.2
       Restructuring and Other Related Costs (a) 4.4
Adjusted Operating income (Non-GAAP) $ 251.2 $ 184.8
Operating income margin (GAAP) 11.9% 9.4%
Adjusted Operating income margin (Non-GAAP) 15.8% 13.0%
Reconciliation of Adjusted Net earnings
Net earnings (GAAP) $ 165.4  $ 79.8 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 50.8  48.2 
Acquisition and Integration Costs 7.2  2.2 
Restructuring and Other Related Costs (a) 4.4  — 
Unrealized Gains or Losses on Digital Assets (45.8) — 
     Subtotal of adjustments 16.6  50.3 
Tax impact of adjustments (b) (3.9) (11.9)
Adjusted Net earnings (Non-GAAP) $ 178.1  $ 118.3 
Reconciliation of Adjusted EPS
Diluted earnings per share (GAAP) $ 1.40  $ 0.68 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 0.43  0.41 
Acquisition and Integration Costs 0.06  0.02 
Restructuring and Other Related Costs (a) 0.04  — 
Unrealized Gains or Losses on Digital Assets (0.39) — 
     Subtotal of adjustments 0.14  0.43 
Tax impact of adjustments (b) (0.03) (0.10)
Adjusted earnings per share (Non-GAAP) $ 1.51  $ 1.00 
(a) Restructuring and Other Related Costs for the three months ended September 30, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure are approximately $20 million to $25 million and are expected to be completed by the end of the second quarter of fiscal year 2026.
(b) Calculated using the GAAP effective tax rate, adjusted to exclude $1.9 million and $3.1 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2025 and 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

13



Three Months Ended September 30,
2025 2024
Reconciliation of Free cash flow
Net cash flows from operating activities (GAAP) $ 42.3  $ (125.5)
Capital expenditures and Software purchases and capitalized internal use software (29.6) (32.1)
Free cash flow (Non-GAAP) $ 12.7  $ (157.6)
Reconciliation of Recurring Revenue Growth Constant Currency
Three Months Ended September 30, 2025
Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms.   Total
Recurring revenue growth (GAAP) 4 % 3 % 6 % 8 % 5 %
Impact of foreign currency exchange 0 % (1 %) 0 % 0 % 0 %
Recurring revenue growth constant currency (Non-GAAP) 4 % 2 % 6 % 8 % 5 %


Three Months Ended September 30, 2025
Global Technology and Operations Capital Markets Wealth and Investment Management Total
Recurring revenue growth (GAAP) 8 % 22 % 13 %
Impact of foreign currency exchange (1 %) 0 % (1 %)
Recurring revenue growth constant currency (Non-GAAP) 6 % 22 % 12 %

Three Months Ended September 30, 2025
Consolidated Total
Recurring revenue growth (GAAP) 9 %
Impact of foreign currency exchange (1 %)
Recurring revenue growth constant currency (Non-GAAP) 8 %

Amounts may not sum due to rounding.




14



Fiscal Year 2026 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)

FY26 Recurring revenue growth
Impact of foreign currency exchange (a) (0.5) - 0%
Recurring revenue growth constant currency (Non-GAAP) 5 - 7%
FY26 Adjusted Operating income margin (b)
Operating income margin % (GAAP) 17 - 19%
Adjusted Operating income margin % (Non-GAAP) 20 - 21%
FY26 Adjusted earnings per share growth rate (c)
Diluted earnings per share (GAAP) 13 - 18% growth
Adjusted earnings per share (Non-GAAP) 8 - 12% growth
    
(a) Based on forward rates as of October 2025.
(b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $170 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Restructuring and Other Related Costs.
(c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.10 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Restructuring and Other Related Costs, and is calculated using diluted shares outstanding.





15

EX-99.2 3 ex992earningspresentatio.htm EX-99.2 ex992earningspresentatio
Powering and transforming financial markets Earnings Conference Call Fiscal First Quarter 2026 November 4, 2025 Exhibit 99.2


 
1 Forward-Looking Statements This presentation and other written or oral statements made from time to time by representatives of Broadridge Financial Solutions, Inc. ("Broadridge" or the "Company") contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning are forward-looking statements. In particular, information appearing in the “Fiscal Year 2026 Guidance” section and statements about our three-year objectives are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of the Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this presentation and are expressly qualified in their entirety by reference to the factors discussed in the 2025 Annual Report. These risks include: • Changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; • Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; • A material security breach or cybersecurity attack affecting the information of Broadridge's clients; • Declines in participation and activity in the securities markets; • The failure of Broadridge's key service providers to provide the anticipated levels of service; • A disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; • Overall market, economic and geopolitical conditions and their impact on the securities markets; • The success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; • Broadridge’s failure to keep pace with changes in technology and demands of its clients; • Competitive conditions; • Broadridge’s ability to attract and retain key personnel; and • The impact of new acquisitions and divestitures. There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.


 
2 Use of Non-GAAP financial measures, KPIs and foreign exchange rates Use of Non-GAAP Financial Measures This presentation includes certain Non-GAAP financial measures including Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share (“EPS”), Free cash flow, Free cash flow conversion, and Recurring revenue growth constant currency. Please see the “Explanation of Non-GAAP Measures and Reconciliation of GAAP to Non-GAAP Measures” section of this presentation for more information on Broadridge’s use of Non-GAAP measures and reconciliations to GAAP measures. Key Performance Indicators Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenues and Recurring revenue, as well as Non-GAAP measures of Adjusted Operating income, Adjusted Net earnings, Adjusted EPS, Free cash flow, Free cash flow conversion, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth, which is comprised of equity position growth and mutual fund/ETF position growth, and Internal Trade Growth. 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-year period comparative information for this metric is not available. Foreign Exchange Rates Beginning with the first quarter of fiscal year 2023, the Company changed reporting for segment revenues, segment earnings (loss) before income taxes, segment amortization of acquired intangibles and purchased intellectual property, and Closed sales to reflect the impact of actual foreign exchange rates applicable to the individual periods presented. The presentation of these metrics for the prior periods has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Notes on Presentation Amounts presented in this presentation may not sum due to rounding. All FY’25 and FY’26 Recurring revenue dollar amounts shown in this presentation are GAAP. Recurring revenue growth percentages for FY’25 and FY’26 Guidance are shown as constant currency (Non-GAAP). Use of Material Contained Herein The information contained in this presentation is being provided for your convenience and information only. This information is accurate as of the date of its initial presentation. If you plan to use this information for any purpose, verification of its continued accuracy is your responsibility. Broadridge assumes no duty to update or revise the information contained in this presentation.


 
3 Key messages Broadridge delivered strong Q1’26 results, including 8% Recurring revenue growth constant currency, near-record event-driven revenues, and 51% Adjusted EPS growth Broadridge is executing its strategy of democratizing and digitizing governance, simplifying and innovating capital markets, and modernizing wealth management We are using our investment grade balance sheet and strong free cash flow to strengthen our business, including tuck-in M&A and $250 million in share repurchases in the last two quarters Broadridge is on track to deliver strong FY’26 results, including Recurring revenue growth constant currency at the higher end of our 5-7% guidance range, 8-12% Adjusted EPS growth and strong Closed sales 1 2 3 4


 
4 Broadridge is executing across Governance, Capital Markets, and Wealth & Investment Management Governance Capital Markets Wealth & Investment Mgmt. $518M +5% YoY $281M +6% YoY $179M 22% YoY • ICS growth continues to be propelled by revenue from sales and continued healthy position growth • Strong demand for shareholder engagement solutions is driving product innovation across both institutional and retail voting • Tokenization emerging as a growth driver for capital markets, with contribution from digital asset revenues and continued growth in DLR volumes • SIS acquisition continues to drive strong growth in wealth management and strengthen our relationships with key Canadian clients • $33 million in Closed sales and a strong pipeline keeps Broadridge on track for full year sales of between $290 – $330 million Recurring revenue $ in millions. Growth rates in constant currency. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 Q1’26 Highlights


 
5 Broadridge delivered strong first quarter financial results We are on track to deliver strong fiscal year 2026 results, and have raised our Recurring revenue growth constant currency to the higher end of our 5-7% range and reaffirmed our guidance for 8-12% Adjusted EPS growth Our results are being driven by the execution of our growth strategy across Governance, Capital Markets, and Wealth & Investment Management. Growing demand for digital assets and tokenized trading interest is driving demand for Broadridge solutions across our franchises Broadridge is well positioned to deliver on its three-year financial objectives and drive long-term growth 1 2 3 4 Broadridge remains well-positioned for long-term growth 5


 
6 Summary financial results FIRST QUARTER $ in millions, except per share data 2026 2025 Inc./(Dec.) Recurring revenues $977 $900 9% Total revenues 1,589 1,423 12% Operating income 189 134 40% Adjusted Operating income (Non-GAAP) 251 185 36% Diluted earnings per share $1.40 $0.68 106% Adjusted earnings per share (Non-GAAP) $1.51 $1.00 51% Closed sales $33 $57 (43%) Constant currency growth (Non-GAAP) 8% Adjusted Operating income margin (Non-GAAP) 15.8% 13.0% 280 bps Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28


 
7 First quarter 2026 segment Recurring revenues $177 $33 $111 $197 Q1'25 Q1'26 Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 6% 8% 2% 4% ICS RECURRING REVENUES GTO RECURRING REVENUES $518 $ in millions; growth in constant currency +5% +12% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 $179 $281 Q1'25 Q1'26 Capital Markets Wealth & Investment Management $459 6% 22%


 
8 8% 6% 5% 7% 3% 11% 15% 18% 12%11% 14% 7% 3% 5% (1%) 6% 6% 5% 6% 7% 2% Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Key volume drivers: position and trade growth 15% 12% 11% 15% 10% 13% 14% 14% 17% INTERNAL TRADE GROWTH EQUITY & MUTUAL FUND/ETF POSITION GROWTH 1. Q1’25 equity position growth represented 5% of total fiscal year 2025 positions. Q2’25: 8% | Q3’25: 31% | Q4’25: 56% 2. Represents equity position growth that is revenue-generating and excludes the growth of fractional non-revenue positions. 3. Reflects position growth processed in the same time period of both years. Therefore, quarterly and annual data may not align. 4. Represents the estimated change in daily trade volumes for clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. FY’24 FY’25 10Y Avg. Equity 6% 16% 11% Equity Revenue N/A 12% N/A MF / ETF 3% 7% 7% Internal Trade Growth 13% 13% 8% 1,3 2,3 3 4


 
9 $900 Q1'25 Recurring Revenues Closed Sales Client Losses Internal Growth Acquisitions Q1'26 Rec. Rev. Constant Currency FX Q1'26 Recurring Revenues RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 8% First quarter 2026 Recurring revenue growth drivers ICS $493M 6 pts (2) pts 0 pts 1 pt 5% 0 pts $518M GTO $407M 4 pts (2) pts 4 pts 6 pts 12% 1 pt $459M 5 pts (2) pts 2 pts 3 pts 9%1 pt8% Organic Growth: 4 pts $ in millions. Pts contribution to growth Organic Growth: 6 pts Organic Growth: 5 pts $977


 
10 FIRST QUARTER 2026 TOTAL REVENUE GROWTH DRIVERS $87 $55 $67 $76 $63 $125 $53 $79 $114 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 $62M FY’19-FY’25 QUARTERLY AVERAGE First quarter 2026 Total revenue growth drivers QUARTERLY EVENT-DRIVEN REVENUES $ in millions. Pts contribution to growth $1,423 Q1'25 Total Revenues Recurring Event-Driven Distribution FX Q1'26 Total Revenues 5 pts 4 pts 3 pts 12%0 pts $1,589


 
11 18.1% 18.7% 19.8% 20.0% FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 Guidance Operating income margin and Adjusted Operating income margin 15.4% 15.6% 17.3%11.9%9.4% Q1'25 Q1'26 +60 bps +110 bps OPERATING INCOME MARGIN ADJUSTED OPERATING INCOME MARGIN (NON- GAAP) 15.8% +20 bps 13.0% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 +50 bps Q1’26 OPERATING INCOME FISCAL YEAR OPERATING INCOME 20.5% 13.3%13.6% +60 bps 20% – 21%


 
12 $5.66 $6.46 $7.01 $7.73 FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 Guidance Earnings per share and Adjusted earnings per share $5.30 $5.86 $7.10$1.40$0.68 Q1'25 Q1'26 +14% +9% EARNINGS PER SHARE ADJUSTED EARNINGS PER SHARE (NON- GAAP) $1.51 +10% $1.00 Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 +11% Q1’26 EARNINGS PER SHARE FISCAL YEAR EARNINGS PER SHARE $8.55 $4.55$4.65 +13% 8% – 12%


 
13 FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 Guidance Closed sales $ in millions $342 Q1'25 Q1'26 $57 $33 $288 $246 CLOSED SALES $280 $290 – $330 $231


 
14 84% 48% 90% 102% 104% FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 (E) 100%+ Free cash flow $ in millions ($158) $13 Q1'25 Q1'26 Q1’26 FREE CASH FLOW FISCAL YEAR FREE CASH FLOW CONVERSION 1. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 2. Free cash flow conversion equals annual Free cash flow divided by Adjusted Net earnings 1 2


 
15 $103 $134 FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 (E) $56 M&A Client Platform Investments CapEx and Software SELECT USES OF CASH Q1’26 TOTAL CAPITAL RETURNS Capital allocation $ in millions, except per share data $2.30 $2.56 $2.90 $3.20 $3.52 $3.90 6% 11% 13% 10% 10% 11% DIVIDENDS PER SHARE 2 1. Includes Software purchases and capitalized internal use software. 2. Net investments on new client conversions, including development of platform capabilities. 3. Includes acquisitions and minority investments. 1 $7 $30 3 6 4. Total capital returns include dividends and share repurchases net of option proceeds. FY’26 annual dividend amount subject to Board declaration. GROWTH $312 $253 $781 4 $475 YTD Net Share Repurchases $248 YTD Dividends Paid


 
16 Fiscal Year 2026 guidance FY’26 GUIDANCE UPDATES Recurring revenue growth constant currency (Non-GAAP) 5 – 7% Higher end Adjusted Operating income margin (Non-GAAP) 20 – 21% No Change Adjusted earnings per share growth (Non-GAAP) 8 – 12% No Change Closed sales $290 – $330M No Change


 
Appendix


 
18 Supplemental reporting detail ‒ product line reporting (Unaudited) 2024 2025 2026 YoY % Dollars in millions FY Q1 Q2 Q3 Q4 FY Q1 Growth Investor Communication Solutions ("ICS") Regulatory $1,196 $190 $210 $365 $515 $1,281 $197 4% Data-driven fund solutions 435 108 114 115 122 459 111 3% Issuer 260 31 36 60 146 273 33 6% Customer communications 683 164 179 199 176 719 177 8% Total ICS Recurring revenues 2,574 493 540 740 959 2,732 518 5% Equity and other 151 21 25 31 38 115 24 14% Mutual funds 134 42 100 21 41 204 90 114% Total ICS Event-driven revenues 285 63 125 53 79 319 114 81% Distribution revenues 1,999 460 484 555 563 2,062 498 8% Total ICS Revenues $4,858 $1,016 $1,149 $1,348 $1,601 $5,113 $1,130 11% Global Technology and Operations (“GTO”) Capital markets $1,049 $261 $279 $289 $285 $1,115 $281 8% Wealth and investment management 600 146 161 175 179 661 179 22% Total GTO Recurring revenues 1,649 407 440 464 465 1,776 459 13% Total Revenues $6,507 $1,423 $1,589 $1,812 $2,065 $6,889 $1,589 12% Revenues by type Recurring revenues $4,223 $900 $980 $1,204 $1,424 $4,508 $977 9% Event-driven revenues 285 63 125 53 79 319 114 81% Distribution revenues 1,999 460 484 555 563 2,062 498 8% Total Revenues $6,507 $1,423 $1,589 $1,812 $2,065 $6,889 $1,589 12%


 
19 FY’24 – FY’26 long-term growth objectives FY’24 – FY’26 (CAGR) Organic Recurring revenue growth 5-8% Recurring revenue growth constant currency (Non-GAAP) 7-9% Adjusted Operating income margin expansion (bps/year) (Non-GAAP) 50+ Adjusted earnings per share growth (Non-GAAP) 8-12% Note: AOI margin expansion excludes impact of float and distribution revenue


 
Explanation of Non-GAAP measures and reconciliation of GAAP to Non- GAAP measures


 
21 Non-GAAP measures Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this presentation are presented in accordance with U.S. generally accepted accounting principles ("GAAP") except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, Free cash flow conversion, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation. Reconciliations of Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this presentation. Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings, and Adjusted Earnings Per Share 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: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company's acquisition activities. (ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities. (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. (iv) Unrealized Gains or Losses on Digital Assets, which represents the quarterly mark to market gain or loss recorded to remeasure the Company’s digital asset holdings in the form of Canton Coins to fair market value. (v) Litigation Settlement Charges, which represent the reserve established during the third and fourth quarter of fiscal year 2024 related to the settlement of claims. (vi) Russia-Related Exit Costs, which are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates. (vii) Real Estate Realignment and Covid-19 Related Expenses. Real Estate Realignment Expenses are expenses associated with the exit of certain of the Company’s leased facilities in response to the Covid-19 pandemic, which consist of the impairment of certain right of use assets, leasehold improvements and equipment, as well as other related facility exit expenses directly resulting from, and attributable to, the exit of these leased facilities. Covid-19 Related Expense are direct and incremental expenses incurred by the Company to protect the health and safety of Broadridge associates during the Covid-19 outbreak, including expenses associated with monitoring the temperatures for associates entering our facilities, enhancing the safety of our office environment in preparation for workers to return to Company facilities on a more regular basis, ensuring proper social distancing in our production facilities, personal protective equipment, enhanced cleaning measures in our facilities, and other safety related expenses (viii) Investment Gains, which represent non-operating, non-cash gains on privately held investments. (ix) Software Charge, which represents a charge related to an internal use software product that is no longer expected to be used (x) Gain on Acquisition-Related Financial Instrument, which represents a non-operating gain on a financial instrument designed to minimize the Company's foreign exchange risk associated with the Itiviti acquisition, as well as certain other non-operating financing costs associated with the Itiviti acquisition.


 
22 Non-GAAP measures We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, Unrealized Gains or Losses on Digital Assets, Litigation Settlement Charges, Russia-Related Exit Costs, Real Estate Realignment and Covid-19 Related Expenses, Investment Gains, the Software Charge, and Gain on Acquisition-Related Financial Instrument 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. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Free cash flow and Free cash flow conversion In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non- GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities plus Proceeds from asset sales, less Capital expenditures as well as Software purchases and capitalized internal use software. Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period. Recurring revenue growth constant currency As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis”, is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods. Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year. Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this presentation.


 
23 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 8% 22% 13% Impact of foreign currency exchange (1)% 0% (1)% Recurring revenue growth constant currency (Non-GAAP) 6% 22% 12% Three Months Ended September 30, 2025 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 4% 3% 6% 8% 5% Impact of foreign currency exchange 0% (1)% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 4% 2% 6% 8% 5% Consolidated Total Recurring revenue growth (GAAP) 9% Impact of foreign currency exchange (1)% Recurring revenue growth constant currency (Non-GAAP) 8%


 
24 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Fiscal Year Ended June 30, 2025 Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 7% Fiscal Year Ended June 30, 2024 Consolidated Total Recurring revenue growth (GAAP) 6% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 6%


 
25 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Three Months Ended September 30, Fiscal Year Ended June 30, Dollars in millions 2025 2024 2025 2024 2023 2022 2021 Operating income (GAAP) $188.8 $134.4 $1,188.6 $1,017.1 $936.4 $759.9 $678.7 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 50.8 48.2 196.6 200.3 214.4 250.2 153.7 Acquisition and Integration Costs 7.2 2.2 18.3 3.9 15.8 24.5 18.1 Restructuring and other Related Costs (a) 4.4 — 7.4 63.0 20.4 — — Litigation Settlement Charges — — — 18.4 — — — Russia-Related Exit Costs (b) — — — — 12.1 1.4 — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — — 30.5 45.3 Software Charge — — — — — — 6.0 Adjusted Operating income (Non-GAAP) $251.2 $184.8 $1,410.9 $1,302.8 $1,199.1 $1,066.4 $901.8 Operating income margin (GAAP) 11.9% 9.4% 17.3% 15.6% 15.4% 13.3% 13.6% Adjusted Operating income margin (Non-GAAP) 15.8% 13.0% 20.5% 20.0% 19.8% 18.7% 18.1% (a) Restructuring and Other Related Costs for the three months ended September 30, 2025 and 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. 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. (b) Russia-Related Exit Costs were $10.9 million and $1.4 million for the fiscal years ended June 30, 2023 and June 30, 2022, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023, and $1.4 million of operating expenses for the fiscal year ended June 30, 2022. (c) Real Estate Realignment Expenses were $23.0 million and $29.6 million for the fiscal years ended June 30, 2022 and 2021, respectively. Covid-19 Related Expenses were $7.5 million and $15.7 million for the fiscal years ended June 30 2022 and 2021, respectively.


 
26 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Three Months Ended September 30, Fiscal Year Ended June 30, Dollars in millions 2025 2024 2025 2024 2023 2022 2021 Net cash flows from operating activities (GAAP) $ 42.3 $ (125.5) $1,171.3 $1,056.2 $823.3 $443.5 $640.1 Capital expenditures and Software purchases and capitalized internal use software (29.6) (32.1) (114.9) (113.0) (75.2) (73.1) (100.7) Proceeds from asset sales — — — — — — 18.0 Free cash flow (Non-GAAP) $ 12.7 $(157.6) $1,056.4 $943.2 $748.2 $370.4 $557.3 Three Months Ended September 30, Fiscal Year Ended June 30, Dollars in millions 2025 2024 2025 2024 2023 2022 2021 Net earnings (GAAP) $165.4 $79.8 $839.5 $698.1 $630.6 $539.1 $547.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 50.8 48.2 196.6 200.3 214.4 250.2 153.7 Acquisition and Integration Costs 7.2 2.2 18.3 3.9 15.8 24.5 18.1 Restructuring and Other Related Costs (a) 4.4 — 7.4 63.0 20.4 — — Unrealized Gains or Losses on Digital Assets (45.8) — — — — — — Litigation Settlement Charges — — — 18.4 — — — Russia-Related Exit Costs (b) — — — — 10.9 1.4 — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — — 30.5 45.3 Investment Gains — — — — — (14.2) (8.7) Software Charge — — — — — — 6.0 Gain on Acquisition-Related Financial Instrument — — — — — — (62.1) Subtotal of adjustments 16.6 50.3 222.3 285.6 261.6 292.3 152.2 Tax impact of adjustments (d) (3.9) (11.9) (50.4) (62.6) (57.5) (65.7) (33.2) Adjusted Net earnings (Non-GAAP) $178.1 $118.3 $1,011.5 $921.2 $834.6 $765.7 $666.5 LTM Free cash flow conversion (Non-GAAP) (e) 104 % 102 % 90 % 48 % 84 % (a) Restructuring and Other Related Costs for the three months ended September 30, 2025 and 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. 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. (b) Russia-Related Exit Costs were $10.9 million and $1.4 million for the fiscal years ended June 30, 2023 and June 30, 2022, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023, and $1.4 million of operating expenses for the fiscal year ended June 30, 2022. (c) Real Estate Realignment Expenses were $23.0 million, $29.6 million, and $0.0 million for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. Covid-19 Related Expenses were $7.5 million, $15.7, and $2.4 million for the fiscal years ended June 30 2022, 2021, and 2020, respectively. (d) Calculated using the GAAP effective tax rate, adjusted to exclude $1.9 million and $3.1 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2025 and 2024, respectively, and $20.5 million, $12.9 million, $10.4 million, $18.1 million, and $16.9 million of excess tax benefits associated with stock-based compensation for the fiscal year ended June 30, 2025, 2024, 2023, 2022, and 2021, respectively. (e) Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period.


 
27 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Three Months Ended September 30, Dollars in millions, except per share amounts 2025 2024 Diluted earnings per share (GAAP) $1.40 $0.68 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.43 0.41 Acquisition and Integration Costs 0.06 0.02 Restructuring and other Related Costs (a) 0.04 — Unrealized Gains or Losses on Digital Assets (0.39) — Subtotal of adjustments 0.14 0.43 Tax impact of adjustments (b) (0.03) (0.10) Adjusted earnings per share (Non-GAAP) $1.51 $1.00 (a) Restructuring and Other Related Costs for the three months ended September 30, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure are approximately $20 million to $25 million and are expected to be completed by the end of the second quarter of fiscal year 2026. (b) Calculated using the GAAP effective tax rate, adjusted to exclude $1.9 million and $3.1 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2025 and 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.


 
28 Reconciliation of GAAP to Non-GAAP measures: Fiscal year 2026 guidance Fiscal Year 2026 FY26 Recurring revenue growth Impact of foreign currency exchange (a) (0.5%) - 0% Recurring revenue growth constant currency (Non-GAAP) 5 - 7% FY26 Adjusted Operating income margin (b) Operating income margin % (GAAP) 17-19% Adjusted Operating income margin % (Non-GAAP) 20% - 21% FY26 Adjusted earnings per share growth rate (c) Diluted earnings per share (GAAP) 13 - 18% Adjusted earnings per share (Non-GAAP) 8 - 12% (Unaudited) (a) Based on forward rates as of October 2025. (b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $170 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. (c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.10 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Restructuring and Other Related Costs, and is calculated using diluted shares outstanding.


 
Broadridge Fiscal First Quarter 2026 Earnings Conference Call Contacts W. Edings Thibault Sean Silva broadridgeir@broadridge.com Live Call Information Date: November 4, 2025 Start Time: 8:30 A.M. ET Toll-Free: 1-877-328-2502 International: 1-412-317-5419 Webcast: broadridge-ir.com Replay Options Online replay available at broadridge-ir.com Telephone replay available through November 11, 2025 Domestic Dial-In: 1-855-669-9658 Access Code: 5459356 International Toll Dial-In: 1-412-317-0088 Passcode: 5459356 Click here for dial-ins by country