BR 8-K
Broadridge Financial Solutions, Inc. (BR)
8-K
2026-05-06
For: 2026-05-06
View Original
Added on
May 06, 2026
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): May 6, 2026
------------
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
| (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:
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: | ||||||
Item 7.01. Regulation FD Disclosure.
On May 6, 2026, Broadridge Financial Solutions, Inc. (the “Company”) posted its May 2026 investor presentation to its website at broadridge-ir.com. The materials presented are attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to Items 7.01 and 9.01, including Exhibit 99.1, 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 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 our Annual Report on Form 10-K for the year ended June 30, 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 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: May 6, 2026
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | |||||||||||||||||
| By: | /s/ Ashima Ghei | ||||||||||||||||
| Ashima Ghei | |||||||||||||||||
| Corporate Vice President and | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
Powering and transforming financial markets Investor Presentation May 2026 EXHIBIT 99.1
2 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.
3 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. Please refer to Item 2. Management’s Discussion and Analysis of Financial Condition of the 2025 Annual Report for a discussion of Revenues, Recurring revenue, Position Growth and Internal Trade Growth in the “Key Performance Indicators” section and the “Results of Operations” section for a description of Closed sales. 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’23, FY’24, FY’25 and FY’26 Guidance are shown as constant currency (Non-GAAP). Recurring revenue growth percentages for FY’16 through FY’22 are calculated based on constant foreign currency exchange rates used for internal management reporting as described in the Company’s segment footnote within its Form 10-K for each respective year. 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.
4 Broadridge is powering and transforming financial services Unique network and business model with a clear growth strategy across our three franchises Platform-based model with recurring revenue structure creates unique value for clients and investors Steady and consistent earnings growth and capital return has driven strong and compounding shareholder returns $4.5B FY’25 Recurring revenue 7-9% FY’24-26 Recurring revenue growth objective $60B Vended Addressable Market Global fintech leader with a scale business supporting critical operations, technology, governance, and communications $15T Daily fixed income and equity trade volume 8-12% FY’24-26 Adj. EPS growth objective 19% 10-year TSR annualized ending 6/30/25 $3.90 FY’26 annual dividend amount 7B Regulatory and customer communications processed annuallyNote: Recurring revenue growth is in constant currency. FY’26 dividend subject to board approval.
5 Broadridge has a long track record of delivering growth and shareholder value Total Revenue ($B) 10% Recurring Revenue CAGR 13% Adjusted EPS CAGR (Non-GAAP) 19% Annualized TSR Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45-58. TSR source: FactSet DILUTED EPS (GAAP) $2.53 $2.70 $3.56 $4.06 $3.95 $4.65 $4.55 $5.30 $5.86 $7.10 $2.9 $4.1 $4.3 $4.4 $4.5 $5.0 $5.7 $6.1 $6.5 $6.9 $2.73 $3.13 $4.19 $4.66 $5.03 $5.66 $6.46 $7.01 $7.73 $8.55 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Adjusted EPS
6 We have a unique network and business model Regulatory Bodies & Trade Associations Broker-dealers & Wealth Managers Investors Public Companies & Funds 10,000+ Corporate issuers 1,000+ Banks and broker-dealers 30,000+ Mutual funds and ETFs 200,000+ Financial advisors 150,000+ Institutional shareholders 200M+ Retail shareholder accounts
7 Powering a scale business at the intersection of financial services Wealth Managers 30,000+ Mutual funds and ETFs 120,000+ Institutional shareholders 170M+ Retail shareholder accounts Capital Markets Firms Asset Managers Corporate Issuers • 15 largest U.S. wealth providers • 30% U.S. advisors for front office applications • ~900M U.S. equity positions • 120M accounts on trade processing platform • >$15T in daily fixed income and equity trade volume • 21 of 25 U.S. fixed income primary dealers • 7 of 10 largest global investment banks equity trades processed • ~$1.5 trillion i assets managed on BR IM platforms • 2 Billion regulatory fund communications processed annually • ~$670B retirement and other assets under administration • 7 Billion regulatory and customer communications processed annually • >10,000 public companies served • 2,500 virtual shareholder meetings annually
8 We serve a $225B addressable market of which $60B+ is vended Source: McKinsey & Co. Governance Capital Markets Wealth & IM $25B $24B Broadridge Vended Addressable Market 27%73% Total Addressable Market $12B $225B $60BBR Vended
9 Our growth is underpinned by secular demand drivers Digitization of communications Acceleration of trading Democratization of investing Data and artificial intelligence Regulation Governance Capital Markets Wealth & IM
10 We have aligned our business around these long-term drivers Extend Governance Scaled to enable doubling of equity and fund positions Crossed $100M threshold in digital revenues Expanded data & analytics with European fund data, board reporting Extended our capabilities across the entire trade lifecycle with BTCS Grew post-trade platforms globally Innovated to create leading position in Distributed Ledger Repo Delivered on next-gen wealth management platform Strengthened our capabilities serving Canadian wealth managers Added front-office capabilities with targeted tuck-in M&A Grew international revenues 5X to $518M from FY2015-25 Strengthened international footprint with acquisition of BTCS Grew European governance capabilities with Shareholder Rights Directive II Grow Capital Markets Build Wealth Expand International
11 Leading Tokenization Driving Digitization • 91% of proxy communications already digitized • Delivering fourth consecutive year of double-digit digital revenue growth • Serving over 6 million accounts with our flagship omnichannel Wealth in Focus platform • Expanding client partnerships to accelerate digital transitions • Live with tokenized governance platform, powering the first on- chain U.S. public company proxy vote • Powering proxy voting and governance for leading global tokenized trading platform • Delivering seamless, integrated platform for tokenized and crypto assets in Canada • Broadridge NYFIX routing crypto orders globally • $354B tokenized per day on Distributed ledger Repo platform, up 392% YoY Broadridge is driving innovation at scale Scaling AI • $800B+ in assets on AI-native custom voting policy engine for asset managers • Global Demand Model adopted by 23 top asset managers managing over $45T • 25% efficiency gains on headcount through Agentic AI in Broadridge’s managed services • Accelerating client onboarding with AI powered data mapping • Platform data layer enabling client AI
12 Driving Democratization and Digitization in Governance Drive democratization in regulatory communications Digitize communications Leverage data for asset management Simplify corporate governance Simplifying Trading in Capital Markets Optimize trading and connectivity Simplify post-trade Deliver transformation and innovation Modernizing Wealth Management Execute go-to market plan across multiple channels Enhance and integrate component solutions Deliver selective transformation opportunities We have a clear plan for long-term growth
Investor Communication Solutions (“ICS”)
14 FY'21 FY'22 FY'23 FY'24 FY'25 We continue to extend our strong and growing Governance franchise $2.7B ICS Recurring Revenue Avg. annual growth 8% 11% Regulatory Data-Driven Fund Solutions Issuer Customer Communications 7% 12% 05% Note: Growth in constant currency. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58 $1.3B $0.5B $0.3B $0.7B
15 We have a unique network and business model… Regulatory Bodies & Trade Associations Broker-dealers & Wealth Managers Investors Public Companies & Funds 10,000+ Corporate issuers 1,000+ Banks and broker-dealers 30,000+ Mutual funds and ETFs 200,000+ Financial advisors 150,000+ Institutional shareholders 200M+ Retail shareholder accounts
16 Equity Equity Revenue MF / ETF 0% 2% -2% -1% 0% 1% 2% 8% 7% 3% 8% 11% 6% 10% 26% 18% 9% 6% 16% 12% 9% 9% 3% 6% 9% 9% 11% 11% 8% 4% 4% 10% 9% 2% 10% 14% 8% 3% 7% FY'07 FY'08 FY'09 FY'10 FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Key volume drivers: position growth EQUITY & MUTUAL FUND/ETF POSITION GROWTH 1. Represents equity position growth that is revenue-generating and excludes the growth of fractional non-revenue positions. 2. Reflects position growth processed during each fiscal year. 2 1,2 2
17 Sustainable fundamentals underscore consistent position growth Position Growth (~9%) More Positions per Investor (5-7%) More Investors (2-4%) Investing Population Growth Market Participation Growth Population growth brings new investors An increasing portion of the population invests Demographics Industry Competition & Innovation 10-Yr Blended Average FY’16-25More Accounts per Investor Positions per Account Growth Investors are opening more accounts Investors steadily add more products to their accounts
18 Enable democratization via next-gen Regulatory Deliver Data-Driven Fund Solutions Simplify governance for Issuers Transform omni-channel Customer Communications GROWTH OPPORTUNITIES • Continued equity, mutual fund, and ETF position growth • Constant need for innovative compliance solutions • Global Distribution Insights • Retirement Technology and Analytics • Data and analytics capabilities • Regulatory composition and disclosure • Omni-channel engagement tools • Large omni-channel outsourcing opportunities • Demand for next-gen digital solutions Driving democratization and digitization in Governance
Global Technology & Operations (“GTO”)
20 FY'21 FY'22 FY'23 FY'24 FY'25 Broadridge is a leading technology provider for capital markets and wealth management $1.8BGTO Recurring Revenue Avg. annual growth 11% 7% Capital Markets Wealth & Inv. Mgmt. 14% Note: Growth in constant currency. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58 $0.7B $1.1B
21 Capital Markets: Broadridge technology powers the entire trade lifecycle Initiate order Buy-side Sell-side Middle-office Lifecycle Events • Trade Confirmation • Allocation of Trade to Sub-accounts • Trade Validation Middle-office Matching and Allocation Market Participants Back-office Lifecycle Events • Trade Clearing and Settlement • Trade Booking • Confirmations and Statements Sent • Ongoing Asset Servicing Back-office Clearing, Settlement, Finance and AccountingMarket Participants Front-office Trading and Execution Front-office Lifecycle Events • Order Capture and Trade Matching • Order Routing to Exchange or OTC Party • Trade Execution • Notice of Execution Market Participants
22 Component based ecosystem with open architecture that redefines wealth management technology Flexible, scalable platform designed to help firms drive innovation and perform more efficiently Delivers digital, modernized advisor capabilities with easy integration through published APIs Integrated technology that streamlines operations, provides single view, and connects front to back-office Broadridge Enterprise Integration Services Broadridge Post-Trade Components and Services Broadridge Advisor Workstation Wealth Advisor Component Solutions Client Apps Partner Apps Wealth Management: We are live with the industry’s next-generation front-to-back technology, creating a transformational wealth experience
23 GROWTH OPPORTUNITIES We are executing a clear growth strategy across Capital Markets and Wealth Management • Personalizing the investor experience • Optimizing advisor productivity • Digitizing operations • Optimizing trading and connectivity • Simplifying post-trade • Delivering transformation and innovation Modernizing Wealth Management Simplifying and innovating trading in Capital Markets
A financial model powering sustainable long-term growth with high returns
25 Broadridge’s strong business and financial model is positioned to drive sustainable, long-term growth Recurring Revenue Balanced Capital Allocation TSR Adjusted EPS ~100% Free cash flow conversion and mid-to-high teen ROIC 7-9% Sustainable growth (5-8% organic) 8-12% Steady and consistent growth Top-Quartile TSR Winning formula for compounding FINANCIAL MODEL Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58
26 Jun-15 Jun-16 Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23 Jun-24 Jun-25 Broadridge S&P 500 Note: Information about the use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58 Our steady and consistent earnings growth and capital return has resulted in a compounding TSR business… $1.20 $3.90 FY'16 FY'26 Est. $2.47 $8.55 FY'15 FY'25 13% 10-year CAGR EARNINGS PER SHARE DIVIDENDS PER SHARE ANNUALIZED TOTAL SHAREHOLDER RETURN 13% 10-year CAGR 19% 14% GAAP EPS $2.32 $7.10 Adjusted EPS (Non-GAAP)
27 65% RECURRING DISTRIBUTION EVENT-DRIVEN $6.9B FY’25 TOTAL REVENUE REVENUE COMPOSITION RECURRING REVENUE GROWTH Growth in constant currency Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58. FY’24 Recurring revenue reflects a net (1pt) loss from Other Revenue. In FY’17, Recurring revenue growth excludes $424MM from the acquisition of NACC. As reported in FY’17, recurring revenue rose 29%. “Other Revenue Drivers” includes contribution from Internal Growth and M&A net of losses and changes in foreign exchange. 6% 6% 6% 6% 6% 6% 6% 6% 7% 6% FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 9% 16% 10%10% 6%6% 7% 9% Revenue from Closed sales Other Revenue Drivers 6% 7% The model begins with Recurring revenue growth, with growth anchored in conversion of Closed sales RECURRING REVENUE GROWTH
28 The demand for our products and secular tailwinds supports organic Recurring revenue growth of 5-8% for FY’24-FY’26 RECURRING REVENUE GROWTH RECURRING REVENUE GROWTH DRIVERS Beginning Recurring revenue Closed Sales Client Losses Internal Growth Acquisitions Ending Recurring revenue 5-7pts (2)pts 2-3pts 0 -2pts 7-9% TOTAL RECURRING REVENUE GROWTH 5-8pts ORGANIC GROWTH
29 10 40 80 120 40 60 60 110 20 50 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 20.5% FY'16 FY'25 AOI MARGIN EXPANSION HISTORY (bps; NON-GAAP) 50 bps Avg Annual Expansion Target 10 Year average Annual AOI margin expansion 60 bps Broadridge has a long history of being able to expand margins Note: FY’17 excludes impact of NACC integration. Including NACC resulted in a reduction to margins by 350 bps. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58 17.3% 12.9% 13.8% 15.0% 13.8% 13.6% 13.3% 15.4% 15.6% 17.3%GAAP Margin RECURRING REVENUE GROWTH EARNINGS GROWTH BALANCED CAPITAL ALLOCATION
30 Broadridge generates operating leverage through scale, higher- margin digital growth and cost efficiency, allowing us to fund growth investments while delivering margin expansion RECURRING REVENUE GROWTH EARNINGS GROWTH BALANCED CAPITAL ALLOCATION Scale Digital Expense Mgt & Efficiency Investment Margin Expansion 50-70bps 20-30bps 10-20bps (40-60bps) 40-60bps
31 Investments are a key part of our financial model. We invest in high return opportunities that enable us to sustain a high level of Recurring revenue growth RECURRING REVENUE GROWTH CAPEX Client Platform Investment OPEX Medium Term Long Term Product Enhancement Digital (e.g. InFocus) DLR Sales & Marketing Gen AI Client Retention GPTM (e.g. ETD) Tailored Shareholder Reports Storage Hosting/Cloud Migration CA PI TA L Short Term Wealth Management Modules Bond GPT InfrastructureRevenue Generating / Quantifiable Return PAYOUT PERIOD
32 We are committed to strong and balanced capital stewardship… M&A Internal Investment Dividend Share repurchase Maintain investment grade Drive ~100% FCF conversion, monetize recent investments, return ROIC to mid-high teens Capital Allocation Priorities Fund high return internal investments Grow dividend in line with earnings Pursue attractive, tuck-in M&A Return excess cash through share buybacks RECURRING REVENUE GROWTH EARNINGS GROWTH BALANCED CAPITAL ALLOCATION
33 This model has consistently delivered on its three-year objectives over multiple cycles CAGR 3-YEAR OBJECTIVES FY’24 – FY’26 FY’24 RESULTS FY’25 RESULTSFY’14 – FY’17 FY’17 – FY’20 FY’20 – FY’23 Organic Recurring revenue growth1 5% 5% 8% 5 – 8% 6% 5% Recurring revenue growth 7%2 7% 11%3 7 – 9% 6% 7% Adj. Operating income margin expansion (bps/yr) (Non-GAAP)3,4 532 80 77 50+ 20 50 Adj. earnings per share growth (Non-GAAP) 3, 5 12% 12%5 12% 8 – 12% 10% 11% 1Average Organic Recurring revenue growth per year 2Excluding the North American Customer Communications (“NACC”) acquisition completed in 2016 3Information about the use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58 4AOI margin expansion target for FY’24-26 excludes impact of float and distribution revenue 5Excluding the impact of the U.S. Tax Act Cuts and Jobs Act (Tax Act). As reported and including the Tax Act impact, Adjusted EPS growth CAGR was 17%
Q3 Fiscal Year 2026 results
35 Key messages as of April 30, 2026 earnings call Broadridge delivered strong third quarter results, including 6% Recurring revenue growth constant currency, and Adjusted EPS growth of 11% Broadridge continues to execute on its strategy to democratize and digitize governance, simplify and innovate capital markets, and modernize wealth management Broadridge remains well positioned for long term growth by leading in tokenization, including enabling proxy voting for tokenized equities, driving digitization of communications, and scaling AI Strong Free cash flow is driving balanced capital allocation, including share repurchases and strategic M&A Broadridge is raising its FY’26 guidance for Recurring revenue growth constant currency to At or above 7% and Adjusted EPS growth to 10-12% 1 2 3 4 5
36 Fiscal Year 2026 guidance as of April 30, 2026 earnings call FY’26 GUIDANCE UPDATES Recurring revenue growth constant currency (Non-GAAP) At or above 7% Raised from Higher end of 5-7% Adjusted Operating income margin (Non-GAAP) 20 – 21% No Change Adjusted earnings per share growth (Non-GAAP) 10 – 12% Raised from 9-12% Closed sales $240 – $290M Revised from $290 - $330M
37 Summary financial results THIRD QUARTER $ in millions, except per share data 2026 2025 Inc./(Dec.) Recurring revenues $1,288 $1,204 7% Total revenues 1,954 1,812 8% Operating income 359 345 4% Adjusted Operating income (Non-GAAP) 421 405 4% Diluted earnings per share $2.36 $2.05 15% Adjusted earnings per share (Non-GAAP) $2.72 $2.44 11% Closed sales $58 $71 (19%) Constant currency growth (Non-GAAP) 6% Adjusted Operating income margin (Non-GAAP) 21.5% 22.4% (90 bps) Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58
38 $209 $65 $126 $399 Q3'25 Q3'26 Third quarter 2026 segment Recurring revenues Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 8% 5% 8% 9% ICS RECURRING REVENUES GTO RECURRING REVENUES $800 $ in millions; growth in constant currency +8% +3% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58 $193 $295 Q3'25 Q3'26 Capital Markets Wealth & Investment Management $488 0% 8%
39 5% 7% 3% 11% 15% 18% 12% 17% 15% 11% 14% 7% 11% 11% (1%) 6% 6% 5% 6% 7% 2% 15% 6% Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Key volume drivers: position and trade growth 11% 15% 10% 13% 14% 14% 17% 11% 16% INTERNAL TRADE GROWTH EQUITY & MUTUAL FUND/ETF POSITION GROWTH 1. Q3’25 equity position growth represented 31% of total fiscal year 2025 positions. Q1’25: 5% | Q2’25: 8% | 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 FY’26 YTD 10Y Avg. Equity 6% 16% 16% 11% Equity Revenue N/A 12% 11% N/A MF / ETF 3% 7% 7% 7% Internal Trade Growth 13% 13% 15% 8% 1,3 2,3 3 4
40 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%18.4%19.0% Q3'25 Q3'26 +60 bps +110 bps OPERATING INCOME MARGIN ADJUSTED OPERATING INCOME MARGIN (NON- GAAP) 21.5% +20 bps 22.4% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 45 – 58 +50 bps Q3’26 OPERATING INCOME FISCAL YEAR OPERATING INCOME 20.5% 13.3%13.6% +60 bps 20% – 21%
41 FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 Guidance Closed sales $ in millions $342 YTD'25 YTD'26 $174 $147 $288 $246 CLOSED SALES $280 $240 – $290 $231
42 84% 48% 90% 102% 104% FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 (E) 100%+ Free cash flow $ in millions YTD’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 45 – 58 2. Free cash flow conversion equals annual Free cash flow divided by Adjusted Net earnings 1 1,2 $393 $591 YTD'25 YTD'26
43 $331 $331 FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 (E) SELECT USES OF CAPITAL YTD’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 1. Includes Software purchases and capitalized internal use software. 2. Net investments on new client conversions, including development of platform capabilities. 3. During 2Q’26, Broadridge contributed 342 million 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. The fair value of the Warrants as of March 31, 2026 is $56.4 million. 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 4/30/26 Acquisition of CQG 2 1 3 CapEx and Software Client Platform Investments M&A Digital Asset Investments $33 $77 $294 $53
Explanation of Non-GAAP measures and reconciliation of GAAP to Non-GAAP measures
45 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 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) Gains or Losses on Digital Assets, which represents the mark to market gain or loss recorded to remeasure the Company’s digital asset holdings in the form of Canton Coins to fair market value, in addition to the realized and unrealized gains or losses associated with the Company’s contribution of Canton Coins to Canton Strategic Holdings, Inc. and the associated mark to market gain or loss recorded to remeasure the previously held Digital Asset Loan Receivable and Warrants to fair market value. (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. (xi) IBM Private Cloud Charges, which represent a charge on the hardware assets transferred to IBM and other charges related to the IBM Private Cloud Agreement. (xii) Gain on Sale of a Joint Venture Investment, which represents a non-operating, cash gain on the sale of one of the Company’s joint venture investments. (xiii) Gain on Sale of Securities represents a non-operating gain on the sale of securities associated with the Company’s retirement plan obligations. (xiv) Tax Act items represent the net impact of a U.S. federal transition tax on earnings of certain foreign subsidiaries, foreign jurisdiction withholding taxes and certain benefits related to the remeasurement of the Company’s net U.S. federal and state deferred tax liabilities attributable to the Tax Act; and (xv) The MAL investment gain represents a non-cash, nontaxable gain on investment from the Company’s acquisition of MAL in March 2017. Restructuring Charges represent severance costs associated with the Company’s initiative to streamline our management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas.
46 Non-GAAP measures We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, 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.
47 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 2% 10% 5% Impact of foreign currency exchange (2%) (3%) (3%) Recurring revenue growth constant currency (Non-GAAP) (0%) 8% 3% Three Months Ended March 31, 2026 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 9% 9% 8% 5% 8% Impact of foreign currency exchange 0% (1%) 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 9% 8% 8% 5% 8% Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange (1%) Recurring revenue growth constant currency (Non-GAAP) 6%
48 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 6% 14% 9% Impact of foreign currency exchange (2%) (1%) (2%) Recurring revenue growth constant currency (Non-GAAP) 4% 13% 7% Nine Months Ended March 31, 2026 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 10% 4% 7% 6% 8% Impact of foreign currency exchange 0% (1%) 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 10% 3% 7% 6% 7% Consolidated Total Recurring revenue growth (GAAP) 8% Impact of foreign currency exchange (1%) Recurring revenue growth constant currency (Non-GAAP) 7%
49 Fiscal Year Ended June 30, 2025 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 7% 6% 5% 5% 6% Impact of foreign currency exchange 0% 0% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 7% 5% 5% 5% 6% Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 6% 10% 8% Impact of foreign currency exchange 0% 1% 1% Recurring revenue growth constant currency (Non-GAAP) 6% 12% 8% Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 7% Reconciliation of GAAP to Non-GAAP measures (Unaudited)
50 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Fiscal Year Ended June 30, 2024 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 5% 8% 7% 1% 5% Impact of foreign currency exchange 0% 0% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 5% 7% 7% 2% 5% Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 9% 7% 8% Impact of foreign currency exchange (1)% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 8% 7% 8% Consolidated Total Recurring revenue growth (GAAP) 6% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 6%
51 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Fiscal Year Ended June 30, 2023 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 6% 11% 12% 9% 8% Impact of foreign currency exchange 0% 1% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 7% 12% 13% 10% 9% Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 7% 2% 5% Impact of foreign currency exchange 4% 2% 3% Recurring revenue growth constant currency (Non-GAAP) 11% 4% 8% Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 1% Recurring revenue growth constant currency (Non-GAAP) 9%
52 (Unaudited) Three Months Ended March 31, Nine Months Ended March 31, Fiscal Year Ended June 30, Dollars in millions 2026 2025 2026 2025 2025 2024 2023 2022 2021 Operating income (GAAP) $359.5 $344.9 $754.3 $689.9 $1,188.6 $1,017.1 $936.4 $759.9 $678.7 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 52.8 48.9 155.2 146.6 196.6 200.3 214.4 250.2 153.7 Acquisition and Integration Costs 4.7 6.0 14.3 11.3 18.3 3.9 15.8 24.5 18.1 Restructuring and other Related Costs (a) 3.5 5.5 13.2 5.5 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) $420.6 $405.2 $937.0 $853.3 $1,410.9 $1,302.8 $1,199.1 $1,066.4 $901.8 Operating income margin (GAAP) 18.4% 19.0% 14.3% 14.3% 17.3% 15.6% 15.4% 13.3% 13.6% Adjusted Operating income margin (Non-GAAP) 21.5% 22.4% 17.8% 17.7% 20.5% 20.0% 19.8% 18.7% 18.1% (a) Restructuring and Other Related Costs for the three and nine months ended March 31, 2026 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 were approximately $20 million and were completed in the third 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. Reconciliation of GAAP to Non-GAAP measures
53 Reconciliation of GAAP to Non-GAAP measures Fiscal Year Ended June 30, Dollars in millions 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 Operating Income (GAAP) $1,188.6 $1,017.1 $936.4 $759.9 $678.7 $624.9 $652.7 $598.1 $534.0 $502.3 $468.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 196.6 200.3 214.4 250.2 153.7 122.9 87.4 81.4 72.6 31.8 25.3 Acquisition and Integration Costs 18.3 3.9 15.8 24.5 18.1 12.5 6.4 8.8 19.1 5.0 5.0 Restructuring and Other Related Costs (a) 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 2.4 — — — — — Software Charge — — — — 6.0 — — — — — — IBM Private Cloud Charges — — — — — 32.0 — — — — — Adjusted Operating income (Non-GAAP) $1,410.9 $1,302.8 $1,199.1 $1,066.4 $901.8 $794.8 $746.5 $688.2 $625.7 $539.2 $498.8 Operating income margin (GAAP) 17.3% 15.6% 15.4% 13.3% 13.6% 13.8% 15.0% 13.8% 12.9% 17.3% 17.4% Adjusted Operating income margin (Non-GAAP) 20.5% 20.0% 19.8% 18.7% 18.1% 17.5% 17.1% 15.9% 15.1% 18.6% 18.5% (Unaudited) (a) Restructuring and Other Related Costs for 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. The total estimated pre-tax costs for actions and associated costs related to the closure were approximately $20 million and were completed in the third quarter of fiscal year 2026.. Restructuring and Other Related Costs for the fiscal year ended June 30, 2024 include $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. Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. (b) Russia-Related Exit Costs were $10.9 million for the fiscal year ended June 30, 2023, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income. Russia-Related Exist Costs were $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 years ended June 30, 2022, 2021, and 2020, respectively. Covid-19 Related Expenses were $7.5 million, $15.7 million, and $2.4 million for the years ended June 30, 2022, 2021, and 2020, respectively.
54 (Unaudited) Three Months Ended March 31, Nine Months Ended March 31, Dollars in millions, except per share amounts 2026 2025 2026 2025 Diluted earnings per share (GAAP) $2.36 $2.05 $6.18 $3.93 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.45 0.41 1.32 1.24 Acquisition and Integration Costs 0.04 0.05 0.12 0.10 Restructuring and other Related Costs (a) 0.03 0.05 0.11 0.05 Gains or Losses on Digital Assets (0.05) — (2.03) — Subtotal of adjustments 0.47 0.51 (0.47) 1.38 Tax impact of adjustments (b) (0.12) (0.12) 0.10 (0.31) Adjusted earnings per share (Non-GAAP) $2.72 $2.44 $5.81 $5.00 (a) Restructuring and Other Related Costs for the three and nine months ended March 31, 2026 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure were approximately $20 million and were completed in the third quarter of fiscal year 2026. (b) Calculated using the GAAP effective tax rate, adjusted to exclude $0.1 million and $2.4 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2026, respectively, and $5.2 million and $11.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2025, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. Reconciliation of GAAP to Non-GAAP measures
55 (a) Restructuring and Other Related Costs for 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 were approximately $20 million and were completed in the third quarter of fiscal year 2026.. Restructuring and Other Related Costs for the fiscal year ended June 30, 2024 include $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. Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. (b) Russia-Related Exit Costs were $10.9 million for the fiscal year ended June 30, 2023, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income. Russia-Related Exist Costs were $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 years ended June 30, 2022, 2021, and 2020, respectively. Covid-19 Related Expenses were $7.5 million, $15.7 million, and $2.4 million for the years ended June 30, 2022, 2021, and 2020, respectively. (d) Calculated using the GAAP effective tax rate, adjusted to exclude $20.5 million, $12.9 million, $10.4 million, $18.1 million, $16.9 million, $15.6 million, $19.3 million, and $40.9 million of excess tax benefits associated with stock-based compensation for the fiscal years June 30, 2025, 2024, 2023, 2022, 2021, 2020, 2019 and 2018 respectively. For fiscal year 2021, the tax impact of adjustments also excludes approximately $10.6 million of Acquisition and Integration Costs, which are not tax-deductible. For fiscal year 2018, the GAAP effective tax rate was also adjusted to exclude the net $15.4 million charges associated with the Tax Act. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. Fiscal Year Ended June 30, Dollars in millions, except per share amounts 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 Net earnings (GAAP) $839.5 $698.1 $630.6 $539.1 $547.5 $462.5 $482.1 $427.9 $326.8 $307.5 $287.1 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 196.6 200.3 214.4 250.2 153.7 122.9 87.4 81.4 72.6 31.8 25.3 Acquisition and Integration Costs 18.3 3.9 15.8 24.5 18.1 12.5 6.4 8.8 19.1 5.0 5.0 Restructuring and Other Related Costs (a) 7.4 63.0 20.4 — — — — — — — — 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 2.4 — — — — — Investment Gains — — — (14.2) (8.7) — — — — — — Gain on Acquisition-Related Financial Instrument — — — — (62.1) — — — — — — Software Charge — — — — 6.0 — — — — — — IBM Private Cloud Charges — — — — — 32.0 — — — — — Gain on Sale of a Joint Venture Investment — — — — — (6.5) — — — — — Gain on Sale of Securities — — — — — — — (5.5) — — — Taxable Adjustments 222.3 285.6 261.6 292.3 152.2 163.4 93.8 84.7 91.7 36.8 30.3 Tax Act items — — — — — — — 15.4 — — — MAL investment gain — — — — — — — — (9.3) — — Tax impact of adjustments (d) (50.4) (62.6) (57.5) (65.7) (33.2) (37.4) (22.3) (23.9) (30.9) (12.7) (10.5) Adjusted net earnings (Non-GAAP) $1,011.5 $921.2 $834.6 $765.7 $666.5 $588.5 $553.6 $504.1 $378.3 $331.7 $306.9 Reconciliation of GAAP to Non-GAAP measures (Unaudited)
56 (Unaudited) Fiscal Year Ended June 30, Dollars in millions, except per share amounts 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 Diluted earnings per share (GAAP) $7.10 $5.86 $5.30 $4.55 $4.65 $3.95 $4.06 $3.56 $2.70 $2.53 $2.32 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 1.66 1.68 1.80 2.11 1.30 1.05 0.74 0.68 0.60 0.26 0.20 Acquisition and Integration Costs 0.15 0.03 0.13 0.21 0.15 0.11 0.05 0.07 0.16 0.04 0.04 Restructuring and Other Related Costs (a) 0.06 0.53 0.17 — — — — — — — — Litigation Settlement Charges — 0.15 — — — — — — — — — Russia-Related Exit Costs — — 0.09 0.01 — — — — — — — Real Estate Realignment and Covid-19 Related Expenses (b) — — — 0.26 0.38 0.02 — — — — — Investment Gains — — — (0.12) (0.07) — — — — — — Gain on Acquisition-Related Financial Instrument — — — — (0.53) — — — — — — Software Charge — — — — 0.05 — — — — — — IBM Private Cloud Charges — — — — — 0.27 — — — — — Gain on Sale of a Joint Venture Investment — — — — — (0.06) — — — — — Gain on Sale of Securities — — — — — — — (0.05) — — — Taxable Adjustments 1.88 2.40 2.20 2.47 1.29 1.40 0.79 0.70 0.76 0.30 0.24 Tax Act items — — — — — — — 0.13 — — — MAL investment gain — — — — — — — — (0.08) — — Tax impact of adjustments (c) (0.43) (0.53) (0.48) (0.55) (0.28) (0.32) (0.19) (0.20) (0.26) (0.10) (0.08) Adjusted earnings per share (Non-GAAP) $8.55 $7.73 $7.01 $6.46 $5.66 $5.03 $4.66 $4.19 $3.13 $2.73 $2.47 Reconciliation of GAAP to Non-GAAP measures (a) Restructuring and Other Related Costs for 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 were approximately $20 million and were completed in the third quarter of fiscal year 2026.. Restructuring and Other Related Costs for the fiscal year ended June 30, 2024 include $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. Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. (b) Real Estate Realignment Expenses impacted Adjusted earnings per share by $0.19, $0.25, and $0.00 for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. Covid-19 Related Expenses impacted Adjusted earnings per share by $0.06, $0.13, and $0.02 for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. (c) Calculated using the GAAP effective tax rate, adjusted to exclude $20.5 million, $12.9 million, $10.4 million, $18.1 million, $16.9 million, $15.6 million, $19.3 million, and $40.9 million of excess tax benefits associated with stock-based compensation for the fiscal years June 30, 2025, 2024, 2023, 2022, 2021, 2020, 2019 and 2018 respectively. For fiscal year 2021, the tax impact of adjustments also excludes approximately $10.6 million of Acquisition and Integration Costs, which are not tax-deductible. For fiscal year 2018, the GAAP effective tax rate was also adjusted to exclude the net $15.4 million charges associated with the Tax Act. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.
57 (Unaudited) Nine Months Ended March 31, Fiscal Year Ended June 30, Dollars in millions 2026 2025 2025 2024 2023 2022 2021 Net cash flows from operating activities (GAAP) $ 668.2 $ 471.6 $1,171.3 $1,056.2 $823.3 $443.5 $640.1 Capital expenditures and Software purchases and capitalized internal use software (77.3) (78.5) (114.9) (113.0) (75.2) (73.1) (100.7) Proceeds from asset sales — — — — — — 18.0 Free cash flow (Non-GAAP) $ 590.9 $393.2 $1,056.4 $943.2 $748.2 $370.4 $557.3 Three Months Ended March 31, Nine Months Ended March 31, Fiscal Year Ended June 30, Dollars in millions 2026 2025 2026 2025 2025 2024 2023 2022 2021 Net earnings (GAAP) $276.3 $243.1 $726.2 $465.3 $839.5 $698.1 $630.6 $539.1 $547.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 52.8 48.9 155.2 146.6 196.6 200.3 214.4 250.2 153.7 Acquisition and Integration Costs 4.7 6.0 14.3 11.3 18.3 3.9 15.8 24.5 18.1 Restructuring and Other Related Costs (a) 3.5 5.5 13.2 5.5 7.4 63.0 20.4 — — Gains or Losses on Digital Assets (5.6) — (238.3) — — — — — — 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 55.4 60.4 (55.6) 163.4 222.3 285.6 261.6 292.3 152.2 Tax impact of adjustments (d) (13.8) (14.6) 12.1 (37.1) (50.4) (62.6) (57.5) (65.7) (33.2) Adjusted Net earnings (Non-GAAP) $317.9 $288.8 $682.7 $591.5 $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 and nine months ended March 31, 2026 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 were approximately $20 million and were completed in the third 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 $0.1 million and $2.4 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2026, respectively, and $5.2 million and $11.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2025, respectively, 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. Reconciliation of GAAP to Non-GAAP measures
58 Reconciliation of GAAP to Non-GAAP measures: Fiscal year 2026 guidance Fiscal Year 2026 FY26 Recurring revenue growth Impact of foreign currency exchange (a) (1%) - 0% Recurring revenue growth constant currency (Non-GAAP) 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) 32 - 36% Adjusted earnings per share (Non-GAAP) 10 - 12% (Unaudited) (a) Based on forward rates as of April 2026. (b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $6 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, Restructuring and Other Related Costs and Gains or Losses on Digital Assets. (c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $0.04 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, Restructuring and Other Related Costs, and Gains or Losses on Digital Assets, and is calculated using diluted shares outstanding.
