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For the transition period from                       to                     

Former name, former address and former fiscal year, if changed since last report: N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

☐

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.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of April 27, 2026, was 115,658,297 shares.

This Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) 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 under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes 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 this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 which was filed with the United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) on August 5, 2025 (the “2025 Annual Report”), 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 Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and the 2025 Annual Report. 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.

(Unaudited)

			Nine Months Ended   March 31,
			2026						2025
Cash Flows From Operating Activities
Net earnings			$	726.2					$	465.3
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization			101.6						97.6
Amortization of acquired intangibles and purchased intellectual property			155.2						146.6
Amortization of other assets			126.2						128.0
Write-down of long-lived asset and related charges			3.8						3.3
Stock-based compensation expense			66.7						57.4
Deferred income taxes			65.1						(37.5)
Digital assets change in fair market value			(235.0)						—
Other			(29.4)						(12.0)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Accounts receivable, net			(215.7)						(89.5)
Other current assets			(0.6)						7.2
Payables and accrued expenses			(22.4)						(220.5)
Contract liabilities			62.2						39.8
Other non-current assets			(120.8)						(108.5)
Other non-current liabilities			(15.1)						(5.5)
Net cash flows from operating activities			668.2						471.6
Cash Flows From Investing Activities
Capital expenditures			(35.1)						(28.2)
Software purchases and capitalized internal use software			(42.1)						(50.3)
Acquisitions, net of cash acquired			(121.0)						(193.5)
Other investing activities			(27.1)						(4.2)
Net cash flows from investing activities			(225.4)						(276.1)
Cash Flows From Financing Activities
Debt proceeds			988.5						920.3
Debt repayments			(1,016.8)						(837.3)
Dividends paid			(330.7)						(299.2)
Purchases of Treasury stock			(352.9)						(4.2)
Proceeds from exercise of stock options			21.7						51.6
Other financing activities			(7.8)						(8.7)
Net cash flows from financing activities			(697.9)						(177.5)
Effect of exchange rate changes on Cash and cash equivalents			(1.7)						(5.2)
Net change in Cash and cash equivalents			(256.7)						12.8
Cash and cash equivalents, beginning of period			561.5						304.4
Cash and cash equivalents, end of period			$	304.8					$	317.2
Supplemental disclosure of cash flow information:
Cash payments made for interest			$	66.4					$	90.8
Cash payments made for income taxes, net of refunds			$	153.5					$	212.1
Non-cash investing and financing activities:
Accrual of unpaid property, plant and equipment and software			$	0.4					$	7.4
Accrual of unpaid stock repurchase excise tax			$	2.9					$	—

             Amounts may not sum due to rounding.

(a) Reflects the adoption of accounting standard (ASU 2023-08) as described in Note 2, “New Accounting Pronouncements.”

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 to enable our clients to operate, innovate, and grow. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds. The principal markets in which the Company operates are located in North America and Europe.

The Company operates in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).

•Investor Communication Solutions—Broadridge provides the following governance and communications solutions through its Investor Communication Solutions business segment: Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.

A large portion of Broadridge’s ICS business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. In addition to proxy services, Broadridge also provides regulatory communications solutions that enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource. Through its Fund Communication Solutions business, Broadridge provides fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance, and disseminate information across multiple jurisdictions. Broadridge also provides a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

For asset managers and retirement service providers, Broadridge offers data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information. Broadridge’s data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally. Broadridge also provides fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem. Through its Retirement and Workplace business (“Broadridge Retirement and Workplace”), Broadridge provides automated mutual fund and exchange-traded funds trade processing services for financial institutions who submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts. In addition, Broadridge’s marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset managers, insurance providers and retirement service providers.

Broadridge also provides a range of corporate solutions that revolve around shareholder meetings and proxy, corporate governance and sustainability, regulatory filings and disclosure, and stock transfer services. Broadridge services provide corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications and corporate disclosure lifecycle. Broadridge shareholder meetings and proxy services and corporate governance and sustainability governance and communications services include a full suite of annual meeting and shareholder engagement solutions which include proxy services, virtual shareholder meeting services, shareholder engagement, and governance and sustainability services. Broadridge also offers regulatory filings and disclosure solutions, including annual SEC filing services and capital markets transaction services, and provides registrar, stock transfer and record-keeping services through its transfer agency services.

Broadridge provides omni-channel customer communications solutions, which include print and digital solutions to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience. Through one point of integration, the Broadridge Communications CloudSM platform helps companies create, deliver, and manage their communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

•Global Technology and Operations — Broadridge’s Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets. As a leading software as a service (“SaaS”) provider, Broadridge offers capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs. Broadridge’s highly scalable, resilient, component-based platform automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services. Broadridge’s Wealth Management business provides solutions for advisors and investors and also streamlines back and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting. Broadridge’s Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics. Broadridge’s solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation. In addition, Broadridge provides business process outsourcing services for its buy and sell-side clients’ businesses. These services combine Broadridge’s technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

Broadridge’s capital markets platform and solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement. Through Broadridge Trading and Connectivity Solutions, Broadridge offers a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade. Broadridge’s front-office solutions, post-trade product suite and other capital markets capabilities enable its clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes. Broadridge also provides a set of multi-asset, multi-entity and multi-currency trading, connectivity and post-trade solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives and mutual funds. Largely provided on a SaaS basis within large user communities, Broadridge’s technology is a global solution, processing trades, clearance and settlement in over 90 markets. Broadridge’s technology enables its clients to meet the requirements of market change such as the T+1 securities settlement cycle and Broadridge’s solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back trade processing.

Broadridge’s Wealth Management business delivers front-to-back technology solutions and other capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth technology solutions enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. Broadridge also integrates data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities. Broadridge’s advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.

Broadridge’s Investment Management business services the global investment management industry with a range of buy-side technology solutions such as portfolio management, compliance and fee billing and operational support solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space including prime brokers, fund administrators and custodians.

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 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, 2025 filed with the SEC on August 5 2025. 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 March 31, 2026 and June 30, 2025, the results of its operations for the three and nine months ended March 31, 2026 and 2025, its cash flows for the nine months ended March 31, 2026 and 2025, and its changes in stockholders’ equity for the three and nine months ended March 31, 2026 and 2025.

C. Securities. Securities are non-derivatives that are reflected in Other non-current assets in the Condensed Consolidated Balance Sheets, unless management intends to dispose of the investment within twelve months of the end of the reporting period, in which case they are reflected in Other current assets in the Condensed Consolidated Balance Sheets. These investments are in entities over which the Company does not have control, joint control, or significant influence. Securities that have a readily determinable fair value are carried at fair value. Securities without a readily determinable fair value are initially recognized at cost and subsequently carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer, such as subsequent capital raising transactions. Changes in the value of securities with or without a readily determinable fair value are recorded in the Condensed Consolidated Statements of Earnings. In determining whether a security without a readily determinable fair value is impaired, management considers qualitative factors to identify an impairment including the financial condition and near-term prospects of the issuer.

D. Digital Assets. As part of its investment in its Distributed Ledger Repo solution, the Company has engaged with the Canton Network’s decentralized interoperability structure. Beginning in the fourth quarter of fiscal year 2024, the Company performs services as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure. The Canton Network is a public-permissioned blockchain network designed with privacy and controls to facilitate the exchange of regulated financial assets. The Canton Network’s Global Synchronizer includes a utility token, a digital asset called the Canton Coin, which is used to pay traffic fees for using the Global Synchronizer. The Company earns Canton Coins for its function as a Super Validator and Validator on the Canton Network.

As discussed in Note 2, “New Accounting Pronouncements”, the Company adopted ASU No. 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” during the first quarter of fiscal year 2026, which requires entities to measure crypto assets that meet specific criteria at fair value. Prior to the adoption of ASU No. 2023-08 in the first quarter of fiscal year 2026, the Company held the Canton Coins on its Balance Sheet at their cost basis, which was immaterial, for investment purposes and to pay any fees associated with its Canton Network activity. During the first quarter of 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 cost basis of the Canton Coins received is initially recorded at fair value on the date of receipt as a component of Other non-current assets on the Condensed Consolidated Balance Sheets and Revenue on the Statements of Earnings within the Company’s GTO reportable segment. Beginning in the first quarter of fiscal year 2026, in accordance with ASU No. 2023-08, the Canton Coins are then remeasured to fair market value at the end of each reporting period, through an adjustment to unrealized gain/(loss), included as a component of Other non-operating income (expenses), net on the Consolidated Statements of Earnings within Corporate and Other. The Company employs the specific identification method to determine the cost basis of the Canton Coins sold for the computation of gains and losses on their disposal or sale. Realized gains (losses) on sale of Canton Coins, if applicable, are included as a component of Other non-operating income (expenses), net in the Consolidated Statements of Earnings within Corporate and Other. Refer to Note 7, “Fair Value of Financial Instruments” for details regarding the Company’s digital asset holdings.

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. 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. The final Locking Commitment election is scheduled to impact the receipt of future Super Validator Canton Coins earned beginning in May 2026.

E. 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 judgment 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.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU No. 2023-09”), which requires an entity to annually disclose specific categories in the effective tax rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. ASU No. 2023-09 is effective for the Company for annual periods beginning with our fiscal year ending June 30, 2026. This ASU will result in additional disclosures with no impact to the Company's Consolidated Balance Sheets or Consolidated Statements of Earnings, Comprehensive Income, Equity, or Cash Flows.

In November 2024, the FASB issued ASU No. 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 No. 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 No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software” (“ASU No. 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 No. 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 No. 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 No. 2025-07 is effective for the Company in the first quarter of fiscal year 2027. 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 No. 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 No. 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 December 2023, the FASB issued ASU No. 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”), which addresses the accounting and disclosure requirements for certain crypto assets. ASU No. 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period. The Company adopted ASU No. 2023-08 during the first quarter of fiscal year 2026, which resulted in a cumulative-effect increase in the opening balance of retained earnings of $24.5 million, or 18.4 million net of tax. Refer to Note 1, “Basis of Presentation” for details regarding the Company’s digital asset holdings.

In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation - Scope Application of Profits Interest and Similar Awards” (“ASU No. 2024-01”), which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718 or another accounting standard. The Company adopted ASU No. 2024-01 during the first quarter of fiscal year 2026. This guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which permits entities to elect a practical expedient to assume current conditions as of the balance sheet date will not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses. ASU No. 2025-05 is effective for the Company in the first quarter of fiscal year 2027. The amendments should be applied prospectively. Early adoption of the amendments is permitted. The Company’s early adoption of ASU 2025-05 in the third quarter of fiscal year 2026 and use of the practical expedient did not have a material impact on its consolidated financial statements.

ASC 606 “Revenue from Contracts with Customers” outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle is that an entity recognizes revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company’s revenues from clients are primarily generated from fees for providing investor communications and technology-enabled services and solutions. Revenues are recognized for the two reportable segments as follows:

•Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”) recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.

•Global Technology and Operations—Revenues are generated primarily from fees for trade processing and related services. Revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client. The Company’s arrangements for processing and related services typically consist of an obligation to provide specific services to its clients on a when and if needed basis (a stand ready obligation) with revenue recognized from the satisfaction of the performance obligations on a monthly basis generally in the amount billable to the client. These services are generally provided under variable priced arrangements based on volume of service and can include minimum monthly usage fees. Client service agreements often include up-front consideration in addition to the recurring fee for trade processing. Up-front implementation fees, as well as certain enhancements to existing technology platforms, are deferred and recognized on a straight-line basis over the service term of the contract which corresponds to the timing of transfer of value to the client that commences after client acceptance when the processing term begins. In addition, revenue is also generated from the fulfillment of professional services engagements which are generally priced on a time and materials or fixed price basis, and are recognized as the services are provided to the client which corresponds to the timing of transfer of value to the client. The Company generally recognizes license revenues from software term licenses installed on clients’ premises upon delivery and acceptance of the software license, assuming a contract is deemed to exist, and recognizes revenue attributed to the associated software maintenance and support obligation over the contract term. Software term license revenue is not a significant portion of the Company’s revenues. In addition, the Company earns revenue as a result of its performance of services related to the Canton Network. During the three and nine months ended March 31, 2026, the Company recognized revenue of $3.5 million and $14.7 million, respectively, related to those services. Refer to Note 1, “Basis of Presentation” for details.

The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:

The Company allocates transaction price to the individual performance obligations within a contract. If the contracted prices reflect the relative standalone selling prices for the individual performance obligations, no allocations are made. Otherwise, the Company uses the relative selling price method to allocate the transaction price, obtained from sources such as the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar clients. If such evidence is unavailable, the Company uses the best estimate of the selling price, which includes various internal factors such as pricing strategy and market factors. A significant portion of the Company’s performance obligations are generated from transactions with volume based fees and includes services that are delivered at the same time. The Company recognizes revenue related to these arrangements over time as the services are provided to the client. While many of the Company’s contracts contain some component of variable consideration, the Company only recognizes variable consideration that is not expected to reverse. The Company allocates variable payments to distinct services in an overall contract when the variable payment relates specifically to that particular service and for which the variable payment reflects what the Company expects to receive in exchange for that particular service. As a result, the Company generally allocates and recognizes variable consideration in the period it has the contractual right to invoice the client.

As described above, Broadridge’s most significant performance obligations involve variable consideration which constitutes the majority of its revenue streams. The Company’s variable consideration components meet the criteria in ASC 606 for exclusion from disclosure of the remaining transaction price allocated to unsatisfied performance obligations as does any contracts with clients with an original duration of one year or less. The Company has contracts with clients that vary in length depending on the nature of the services and contractual terms negotiated with the client, and they generally extend over a multi-year period.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a client, are excluded from revenue. Distribution revenues associated with shipping and handling activities are accounted for as a fulfillment activity and recognized as the related services or products are transferred to the client. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less.

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 Broadridge Retirement and Workplace administrative services.

The following table provides information about contract assets and liabilities:

			March 31, 2026						June 30, 2025
			(in millions)
Contract assets			$	140.1					$	137.5
Contract liabilities			$	596.9					$	678.3

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.

The Company recognized $278.7 million of revenue during the nine months ended March 31, 2026 that was included in the contract liability balance as of June 30, 2025. During the nine months ended March 31, 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 primarily as a result of the delivery of a software term license to a client, with an equal and offsetting impact to the Company’s internal use software assets.

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 1.3 million options and restricted stock units to purchase Broadridge common stock for the three months ended March 31, 2026, and 0.9 million options and restricted stock units to purchase Broadridge common stock for the nine months ended March 31, 2026, as the effect of their inclusion would have been anti-dilutive.

The computation of diluted EPS excluded 0.3 million options and restricted stock units to purchase Broadridge common stock for the three months ended March 31, 2025, and 0.5 million options and restricted stock units to purchase Broadridge common stock for the nine months ended March 31, 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:

			Three Months Ended   March 31,												Nine Months Ended   March 31,
			2026						2025						2026						2025
			(in millions)
Weighted-average shares outstanding:
Basic			116.3						117.2						116.7						117.1
Common stock equivalents			0.7						1.3						0.9						1.2
Diluted			117.0						118.5						117.6						118.3

Interest expense, net consisted of the following:

			Three Months Ended   March 31,												Nine Months Ended   March 31,
			2026						2025						2026						2025
			(in millions)
Interest expense on borrowings			$	(27.3)					$	(33.5)					$	(82.9)					$	(106.0)
Interest income			2.3						2.4						9.9						9.8
Interest expense, net			$	(25.1)					$	(31.1)					$	(73.1)					$	(96.1)

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 business acquired by the Company are included in the Company’s Condensed Consolidated Statements of Earnings since the respective date of acquisition. 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.

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 $65.4 million in cash, $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 upon the achievement by the acquired business of certain defined revenue targets. Net tangible liabilities assumed in the transaction were $10.7 million. This acquisition resulted in $73.9 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 a seven-year life and a five-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 $31.9 million in cash, $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 upon the achievement by the acquired business of certain defined revenue targets. 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 a seven-year life and a five-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 was $26.6 million, net of cash acquired, which includes $2.7 million in deferred payments.

On November 1, 2024, the Company acquired Kyndryl’s Securities Industry Services (“SIS”) business (“SIS Business”) to provide wealth management, capital markets, and information technology solutions in Canada. SIS is included in the Company’s GTO reportable segment.

•For tax purposes, Goodwill is amortizable and tax deductible.

•Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a ten-year life.

In connection with the acquisition, on November 1, 2024, Broadridge Software Limited, a subsidiary of the Company, entered into the SIS Services Agreement with Kyndryl Canada Limited (“Kyndryl Canada”) pursuant to which Kyndryl Canada will provide infrastructure managed services for the SIS Business. Refer to Note 15, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.

Financial information for SIS is as follows:

During the three months ended September 30, 2024, there was also an immaterial acquisition with an aggregate purchase price of $8.0 million.

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 March 31, 2026 and June 30, 2025, 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 and Executive Retirement and Savings Plan (the “ERSP”).

In addition, the Company has non-marketable securities with a carrying amount of $69.6 million and $60.5 million as of March 31, 2026 and June 30, 2025, 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.

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. Refer to Note 1, “Basis of Presentation” for details regarding the Canton Network and the Company’s Canton Coin holdings.

The following table presents the Company’s Canton Coin holdings as of March 31, 2026:

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 March 31, 2026, the Company’s Canton Coin holdings were measured at fair value based on quoted market prices from the Company’s principal market.

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 Canton Strategic Holdings, Inc. (“CNTN”), formerly Tharimmune, Inc. in conjunction with a private placement in public equity offering (the “Canton Digital Asset Treasury”). Upon exercise, the Warrants entitle the Company to receive an equal number of shares of common stock of CNTN. 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 approval of CNTN’s shareholders was required to authorize the issuance of common stock upon exercise of the Warrants that Broadridge received in exchange for the contribution of the Canton Coins. The arrangement stipulates that the transaction would unwind if shareholder approval to issue the shares was not obtained by May 13, 2026, which would result in the return of the Canton Coins to Broadridge and cancellation of the Warrants. Because such approval had not been obtained as of December 31, 2025, for the second quarter of fiscal year 2026, the transaction was considered a collateralized lending transaction for accounting purposes, whereby CNTN borrowed the Canton Coins from Broadridge and collateralized the borrowing with the Warrants issued to Broadridge. Upon close of the transaction, Broadridge derecognized the Canton Coins, recognized a $53.1 million realized gain, and recognized a Digital Asset Loan Receivable at fair value, net of a reserve for estimated credit losses included in Other non-current assets on the Condensed Consolidated Balance Sheet. The collateral (i.e. the Warrants) was not recognized by Broadridge and would only be recognized in the event of CNTN’s default.

On January 30, 2026, CNTN’s shareholders approved the issuance of its common stock upon the exercise of the Warrants. As a result, the Digital Asset Loan Receivable, net was derecognized and the Warrants were recognized on the Condensed Consolidated Balance Sheet at their fair value, determined based on the CNTN publicly traded shares, resulting in a $34.1 million realized gain for the third quarter of fiscal year 2026. The Warrants continue to be remeasured to fair market value at the end of each reporting period, which resulted in an unrealized loss of $28.0 million for the third quarter of fiscal year 2026.

The Warrants are classified as Level 2. The Warrants are exercisable in three tranches with two-thirds of the Warrants currently exercisable and one-third of the Warrants subject to lock-up restrictions through May 5, 2026.

The following tables set forth an analysis of changes during the three and nine months ended March 31, 2026, in Level 3 financial assets and liabilities of the Company. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year.

Digital Assets

During the three months ended March 31, 2026, there were no realized losses relating to digital assets, and the Company recognized unrealized losses totaling $0.5 million included as a component of Other non-operating income (expenses), net on the Statements of Earnings. During the nine months ended March 31, 2026, the Company recognized realized and unrealized gains on digital assets totaling $58.4 million and $181.9 million, respectively, included as a component of Other non-operating income (expenses), net on the Statements of Earnings. There were no realized gains or realized losses recorded on the disposition of Level 3 digital assets during the three and nine months ended March 31, 2025.

The Company did not incur any Level 3 fair value asset impairments during the nine months ended March 31, 2026 and 2025, respectively.

Contingent consideration obligations

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

			March 31, 2026						June 30, 2025
			(in millions)
Deferred client conversion and start-up costs			$	818.8					$	837.5
Other start-up costs			3.4						5.4
Total			$	822.2					$	842.9

Deferred client conversion and start-up costs include direct costs incurred to set up or convert a client’s systems to function with the Company’s technology, and are generally deferred and recognized on a straight-line basis over the service term of the arrangement to which the costs relate, which commences when the client goes live with the Company’s services. The key judgment for determining the amount of costs to be deferred relates to the extent to which such costs are recoverable. This estimate includes (i) projected future client revenues, including variable revenues, offset by an estimate of conversion costs including an estimate of onboarding costs as well as ongoing operational costs, and (ii) an estimate of the expected client life. This is also the basis for how the Company assesses such costs for impairment.

Deferred client conversion and start-up costs of $822.2 million as of March 31, 2026 consist of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $818.8 million, as well as other start-up costs of $3.4 million. Deferred client conversion and start-up costs of $842.9 million as of June 30, 2025 consist of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $837.5 million, as well as other start-up costs of $5.4 million.

The total amount of Deferred client conversion and start-up costs and Deferred sales commission costs amortized in Operating expenses during the three months ended March 31, 2026 and 2025, were $37.1 million and $36.8 million, respectively.

The total amount of Deferred client conversion and start-up costs and Deferred sales commission costs amortized in Operating expenses during the nine months ended March 31, 2026 and 2025, were $110.2 million and $111.5 million, respectively.

Other non-current assets consisted of the following:

			March 31, 2026						June 30, 2025
			(in millions)
Long-term investments			$	330.4					$	299.2
Digital assets (a)			217.8						—
ROU assets (b)			144.2						176.1
Contract assets (c)			140.1						137.5
Deferred sales commissions costs			125.5						131.7
Long-term broker fees			18.4						24.3
Deferred data center costs (d)			5.7						8.3
Other (e)			122.8						50.9
Total			$	1,105.0					$	827.9

_________

(a) Please refer to Note 1, “Basis of Presentation” and Note 7, “Fair Value of Financial Instruments” for further discussion.

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

(c) 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.

(d) Represents deferred data center costs associated with the Company’s information technology services agreements. Please refer to Note 15, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

(e) Includes $56.4 million of Warrants as of March 31, 2026 related to the Company's contribution of Canton Coins to CNTN during the second quarter of fiscal year 2026. Please refer to Note 7, “Fair Value of Financial Instruments” for a further discussion.

Includes $8.1 million derivative assets as of March 31, 2026 related to the Company’s cross-currency swap derivative contracts. The derivative was in a liability position as of June 30, 2025 and was included within Other non-current liabilities. Please refer to Note 12, “Other Non-Current Liabilities” for details. Please refer to Note 15, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

Payables and accrued expenses consisted of the following:

			March 31, 2026						June 30, 2025
			(in millions)
Accounts payable			$	235.9					$	220.3
Employee compensation and benefits			337.8						372.8
Accrued dividend payable			112.8						103.1
Accrued broker fees			115.4						137.0
Customer deposits			97.0						84.4
Business process outsourcing administration fees			54.2						52.6
Operating lease liabilities			38.9						37.2
Accrued taxes			36.6						60.1
Other			114.9						45.4
Total			$	1,143.4					$	1,112.8

Restructuring Charges

The total Employee compensation and benefits liability within the table above of $337.8 million and $372.8 million for March 31, 2026 and June 30, 2025, respectively, includes a restructuring liability of $9.7 million and $22.7 million as of March 31, 2026 and June 30, 2025, respectively.

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

			Expiration Date						Principal amount outstanding at March 31, 2026						Carrying value at March 31, 2026						Carrying value at June 30, 2025						Unused Available Capacity						Fair Value at March 31, 2026
															(in millions)
Current portion of long-term debt
Fiscal 2016 Senior Notes			June 2026						$	500.0					$	499.8					$	499.3					$	—					$	498.8
Total									$	500.0					$	499.8					$	499.3					$	—					$	498.8
Long-term debt, excluding current portion
Fiscal 2025 Revolving Credit Facility:
U.S. dollar tranche			December 2029						$	170.0					$	170.0					$	—					$	830.0					$	170.0
Multicurrency tranche			December 2029						68.3						68.3						133.5						431.7						68.3
Total Revolving Credit Facility									$	238.3					$	238.3					$	133.5					$	1,261.7					$	238.3
Fiscal 2026 Term Loan			August 2030						$	750.0					$	747.2					$	879.1					$	—					$	750.0
Fiscal 2020 Senior Notes			December 2029						750.0						746.7						746.0						—						701.9
Fiscal 2021 Senior Notes			May 2031						1,000.0						995.1						994.4						—						890.3
Total Senior Notes									$	1,750.0					$	1,741.7					$	1,740.3					$	—					$	1,592.2
Total long-term debt									$	2,738.3					$	2,727.2					$	2,753.0					$	1,261.7					$	2,580.5
Total debt									$	3,238.3					$	3,227.0					$	3,252.3					$	1,261.7					$	3,079.3

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

Years ending June 30,						2026						2027						2028						2029						2030						Thereafter						Total
(in millions)						$	500.0					$	—					$	—					$	—					$	988.3					$	1,750.0					$	3,238.3

Fiscal 2025 Revolving Credit Facility: In December 2024, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility (the “Fiscal 2025 Revolving Credit Facility”) which replaced the $1.5 billion five-year revolving credit facility entered into during April 2021 (the “Fiscal 2021 Revolving Credit Facility”) (together the “Revolving Credit Facilities”). The Fiscal 2025 Revolving Credit Facility is comprised of a $1.0 billion U.S. dollar tranche and a $500.0 million multicurrency tranche.

The weighted-average interest rate on the Revolving Credit Facilities was 4.33% and 4.46% for the three and nine months ended March 31, 2026, and 5.07% and 5.68% for the three and nine months ended March 31, 2025, respectively. The fair value of the variable-rate Fiscal 2025 Revolving Credit Facility borrowings at March 31, 2026 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Under the Fiscal 2025 Revolving Credit Facility, revolving loans denominated in U.S. Dollars, Canadian Dollars, Euro, Sterling, Swedish Kronor, and Yen bear interest at Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA, and STIBOR, respectively, plus 1.000% per annum (subject to multiple step-ups to 1.250% per annum and multiple step-downs to 0.785%, in each case, based on ratings). The Fiscal 2025 Revolving Credit Facility also has a facility fee of 0.125% per annum (subject to multiple step-ups to 0.25% per annum and multiple step-downs to 0.090% per annum, in each case, based on ratings). The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2025 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2025 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At March 31, 2026, the Company was in compliance with all covenants of the Fiscal 2025 Revolving Credit Facility.

Fiscal 2021 Term Loans: In March 2021, the Company entered into an amended and restated term credit agreement, as amended on December 23, 2021 and May 23, 2023 (“Term Credit Agreement”), providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”), and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”). The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the acquisition of Itiviti Holding AB and pay certain fees and expenses in connection therewith. Once borrowed, amounts repaid or prepaid in respect of such Fiscal 2021 Term Loans may not be reborrowed. The Tranche 1 Loan was to mature on the date that is 18 months after the date on which the Fiscal 2021 Term Loans were borrowed (the “Funding Date”), but was repaid in full in May 2021 with proceeds from the Fiscal 2021 Senior Notes (as discussed further below). The Tranche 2 Loan was to mature in May 2024. The Tranche 2 Loan bore interest at Adjusted Term SOFR plus 1.000% per annum (subject to step-ups to Adjusted Term SOFR plus 1.250% or a step-down to Adjusted Term SOFR plus 0.750% based on ratings). On May 23, 2023, the Company amended the interest rate index from LIBOR to Adjusted Term SOFR. All other terms remained unchanged.

Fiscal 2024 Amended Term Loan: On August 17, 2023, the Company amended and restated the Term Credit Agreement (the “Amended and Restated Term Credit Agreement”), providing for term loan commitment in an aggregate principal amount of $1.3 billion, replacing the Tranche 2 Loan of the Fiscal 2021 Term Loans (the “Fiscal 2024 Amended Term Loan”). The Fiscal 2024 Amended Term Loan will mature in August 2026 on the third anniversary of the amended Funding Date of August 17, 2023. The Fiscal 2024 Term Loan bears interest at Adjusted Term SOFR plus 1.250% per annum (subject to a step-up to Adjusted Term SOFR plus 1.375% or step-downs to Adjusted Term SOFR plus 1.125% and Adjusted Term SOFR plus 1.000% in each case, based on ratings).

Fiscal 2026 Term Loan: On August 21, 2025, the Company entered into the Term Credit Agreement (the “Term Credit Agreement”), providing for term loan commitment in an aggregate principal amount of $750.0 million (the “Fiscal 2026 Term Loan”), replacing the Fiscal 2024 Amended Term Loan. The Fiscal 2026 Term Loan will mature in August 2030 on the fifth anniversary of the amended Funding Date of August 21, 2025. The Fiscal 2026 Term Loan bears interest at Term SOFR plus 1.250% per annum (subject to a step-up to Term SOFR plus 1.375% or term SOFR plus 1.625% or a step-down to Term SOFR plus 1.125% or Term SOFR plus 1.000%, in each case, based on ratings).

The Company may voluntarily prepay the Fiscal 2026 Term Loan in whole or in part and without premium or penalty. In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to prepay the Fiscal 2026 Term Loan, subject to certain limitations and qualifications as set forth in the Term Credit Agreement. The Term Credit Agreement is subject to certain covenants, including a leverage ratio. At March 31, 2026, the Company was in compliance with all covenants of the Fiscal 2026 Term Loan.

Fiscal 2016 Senior Notes: In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of 3.40% per annum. Interest on the Fiscal 2016 Senior Notes is payable semi-annually in arrears on June 27 and December 27 of each year. The Fiscal 2016 Senior Notes were issued at a price of 99.589% (effective yield to maturity of 3.449%). The indenture governing the Fiscal 2016 Senior Notes contains 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 of all or substantially all of the Company’s assets. At March 31, 2026, the Company is in compliance with the covenants of the indenture governing the Fiscal 2016 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2016 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2016 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2016 Senior Notes at March 31, 2026 and June 30, 2025 was $498.8 million and $494.1 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Fiscal 2020 Senior Notes: In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). The Fiscal 2020 Senior Notes will mature on December 1, 2029 and bear interest at a rate of 2.90% per annum. Interest on the Fiscal 2020 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The Fiscal 2020 Senior Notes were issued at a price of 99.717% (effective yield to maturity of 2.933%). The indenture governing the Fiscal 2020 Senior Notes contains 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 of all or substantially all of the Company’s assets. At March 31, 2026, the Company is in compliance with the covenants of the indenture governing the Fiscal 2020 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2020 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2020 Senior Notes at March 31, 2026 and June 30, 2025 was $701.9 million and $$702.8 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Fiscal 2021 Senior Notes: In May 2021, the Company completed an offering of $1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”). The Fiscal 2021 Senior Notes will mature on May 1, 2031 and bear interest at a rate of 2.60% per annum. Interest on the Fiscal 2021 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year. The Fiscal 2021 Senior Notes were issued at a price of 99.957% (effective yield to maturity of 2.605%). The indenture governing the Fiscal 2021 Senior Notes contains 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 of all or substantially all of the Company’s assets. At March 31, 2026, the Company is in compliance with the covenants of the indenture governing the Fiscal 2021 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2021 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2021 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2021 Senior Notes at March 31, 2026 and June 30, 2025 was $890.3 million and $891.4 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of March 31, 2026 and June 30, 2025, respectively, there were no outstanding borrowings under these lines of credit.

Other non-current liabilities consisted of the following:

			March 31, 2026						June 30, 2025
			(in millions)
Post-employment retirement obligations			$	250.4					$	238.0
Operating lease liabilities			141.4						169.5
Software license liabilities			117.6						35.8
Non-current income taxes			70.8						74.6
Acquisition related contingencies			43.2						14.0
Other (a)			19.0						53.5
Total			$	642.4					$	585.5

(a) Includes $24.6 million derivative liability as of June 30, 2025 related to the Company’s cross-currency swap derivative contracts. The derivative is in an asset position as of March 31, 2026 and is included within Other non-current assets. Please refer to Note 9, “Other Non-Current Assets” for details. Please refer to Note 15, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

The Company sponsors a Supplemental Officer Retirement Plan (the “Broadridge SORP”). The Broadridge SORP is a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation. The Broadridge SORP was closed to new participants beginning in fiscal year 2015. The Company also sponsors a Supplemental Executive Retirement Plan (the “Broadridge SERP”). The Broadridge SERP is also a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation. The Broadridge SERP was closed to new participants beginning in fiscal year 2015.

The SORP and SERP are effectively funded with assets held in a Rabbi Trust. The assets invested in the Rabbi Trust are to be used in part to fund benefit payments to participants under the terms of the plans. The Rabbi Trust is irrevocable and no portion of the trust funds may be used for any purpose other than the delivery of those assets to the participants, except that assets held in the Rabbi Trust would be subject to the claims of the Company’s general creditors in the event of bankruptcy or insolvency of the Company. The Broadridge SORP and SERP are non-qualified plans for federal tax purposes and for purposes of Title I of ERISA. The Rabbi Trust assets had a value of $67.6 million at March 31, 2026 and $66.4 million at June 30, 2025 and are included in Other non-current assets in the accompanying Condensed Consolidated Balance Sheets. The SORP and the SERP had a total benefit obligation of $63.1 million at March 31, 2026 and $62.6 million at June 30, 2025 and are included in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.

The activity related to the Company’s incentive equity awards for the three months ended March 31, 2026 consisted of the following:

			Stock Options												Time-based Restricted Stock Units												Performance-based Restricted Stock Units
			Number of Options						Weighted- Average Exercise Price						Number of Shares						Weighted- Average Grant Date Fair Value						Number of Shares						Weighted- Average Grant Date Fair Value
Balances at December 31, 2025			1,723,731						$	163.78					759,447						$	192.97					263,920						$	201.29
Granted			525,517						190.89						12,154						185.63						5,227						177.88
Exercise of stock options (a)			(32,438)						108.54						—						—						—						—
Vesting of restricted stock units			—						—						(5,011)						204.45						—						—
Expired/forfeited			—						—						(6,355)						200.65						—						—
Balances at March 31, 2026 (b),(c)			2,216,810						$	171.02					760,235						$	192.71					269,147						$	200.83

_________

(a)Stock options exercised during the period of October 1, 2025 through March 31, 2026 had an aggregate intrinsic value of $2.4 million.

(b)As of March 31, 2026, the Company’s outstanding vested and exercisable stock options using the March 31, 2026 closing stock price of $162.48 (approximately 1.2 million shares) had an aggregate intrinsic value of $29.0 million with a weighted-average exercise price of $148.64 and a weighted-average remaining contractual life of 5.4 years. The total of all stock options outstanding as of March 31, 2026 has a weighted-average remaining contractual life of 7.0 years.

(c)As of March 31, 2026, time-based restricted stock units and performance-based restricted stock units expected to vest using the March 31, 2026 closing stock price of $162.48 (approximately 0.6 million and 0.3 million shares, respectively) had an aggregate intrinsic value of $116.5 million and $41.5 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 activity related to the Company’s incentive equity awards for the nine months ended March 31, 2026 consisted of the following:

			Stock Options												Time-based Restricted Stock Units												Performance-based Restricted Stock Units
			Number of Options						Weighted- Average Exercise Price						Number of Shares						Weighted- Average Grant Date Fair Value						Number of Shares						Weighted- Average Grant Date Fair Value
Balances at June 30, 2025			1,917,328						$	157.97					590,603						$	178.58					179,113						$	189.69
Granted			539,247						191.77						239,740						222.73						101,259						221.28
Exercise of stock options (a)			(203,037)						104.22						—						—						—						—
Vesting of restricted stock units			—						—						(46,919)						166.70						(7,698)						211.26
Expired/forfeited			(36,728)						163.64						(23,189)						195.89						(3,527)						199.45
Balances at March 31, 2026			2,216,810						$	171.02					760,235						$	192.71					269,147						$	200.83