BR 8-K
Broadridge Financial Solutions, Inc. (BR)
8-K
2026-04-30
For: 2026-04-30
View Original
Added on
April 30, 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): April 30, 2026
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(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 2.02. Results of Operations and Financial Condition.
On April 30, 2026, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the third quarter of fiscal year 2026 ended March 31, 2026. On April 30, 2026, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”) on the Company’s Investor Relations website at www.broadridge-ir.com.
Copies of the Press Release and Earnings Presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This current report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
•declines in participation and activity in the securities markets;
•the failure of Broadridge’s key service providers to provide the anticipated levels of service;
•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
•overall market, economic and geopolitical conditions and their impact on the securities markets;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s failure to keep pace with changes in technology and demands of its clients;
•competitive conditions;
•Broadridge’s ability to attract and retain key personnel; and
•the impact of new acquisitions and divestitures.
There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on August 5, 2025 for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.
All forward-looking statements speak only as of the date of this Current Report on Form 8-K and are expressly qualified in their entirety by the cautionary statements included in this Current Report on Form 8-K. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 30, 2026
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | |||||||||||||||||
| By: | /s/ Ashima Ghei | ||||||||||||||||
| Ashima Ghei | |||||||||||||||||
| Corporate Vice President and | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
EXHIBIT 99.1
Broadridge Reports Third Quarter Fiscal 2026 Results
Recurring revenues grew 7%; up 6% constant currency
Diluted EPS rose 15% to $2.36 and Adjusted EPS grew 11% to $2.72
Raising FY’26 guidance for Recurring revenue growth constant currency to
At or above 7% and Adjusted EPS growth to 10-12%
NEW YORK, N.Y., April 30, 2026 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the third quarter ended March 31, 2026 of its fiscal year 2026. Results compared with the same period last year were as follows:
| Summary Financial Results | Third Quarter | Nine Months | |||||||||||||||||||||
Dollars in millions, except per share data | 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||
| Recurring revenues | $1,288 | $1,204 | 7 | % | $3,336 | $3,084 | 8 | % | |||||||||||||||
| Constant currency growth (Non-GAAP) | 6 | % | 7 | % | |||||||||||||||||||
| Total revenues | $1,954 | $1,812 | 8 | % | $5,257 | $4,824 | 9 | % | |||||||||||||||
| Operating income | $359 | $345 | 4 | % | $754 | $690 | 9 | % | |||||||||||||||
| Margin | 18.4 | % | 19.0 | % | 14.3 | % | 14.3 | % | |||||||||||||||
| Adjusted Operating income (Non-GAAP) | $421 | $405 | 4 | % | $937 | $853 | 10 | % | |||||||||||||||
| Margin (Non-GAAP) | 21.5 | % | 22.4 | % | 17.8 | % | 17.7 | % | |||||||||||||||
| Diluted EPS | $2.36 | $2.05 | 15 | % | $6.18 | $3.93 | 57 | % | |||||||||||||||
| Adjusted EPS (Non-GAAP) | $2.72 | $2.44 | 11 | % | $5.81 | $5.00 | 16 | % | |||||||||||||||
| Closed sales | $58 | $71 | (19 | %) | $147 | $174 | (16 | %) | |||||||||||||||
“Broadridge delivered strong third quarter results, including 6% Recurring revenue growth constant currency and 11% Adjusted EPS growth, powered by strong equity and fund position growth and higher trading volumes," said Tim Gokey, Broadridge CEO.
“We are executing on our strategy to democratize and digitize governance, simplify and innovate trading in capital markets, and modernize wealth management. At the same time, we are putting in place the building blocks of future growth by leading in tokenization, driving the digitization of communications, and scaling AI,” Mr. Gokey noted.
“Broadridge is on track to deliver another year of strong financial performance. We are raising our fiscal 2026 outlook for Recurring revenue growth constant currency to At or above 7% and increasing our Adjusted EPS growth guidance to 10% to 12%. As a result, we are set to deliver on our long-term targets for top- and bottom-line growth for the three-year period ending in fiscal 2026,” he concluded.
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Fiscal Year 2026 Financial Guidance
| 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 | |||||||||
Financial Results for Third Quarter Fiscal Year 2026 compared to Third Quarter Fiscal Year 2025
•Total revenues increased 8% to $1,954 million from $1,812 million.
◦Recurring revenues increased $84 million, or 7%, to $1,288 million. Recurring revenue growth constant currency (Non-GAAP) was 6%, driven by organic growth in Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”) and acquisitions in ICS.
◦Event-driven revenues increased $20 million, or 38%, to $73 million, from a combination of higher mutual fund proxy revenues and higher equity and other revenues.
◦Distribution revenues increased $38 million, or 7%, to $593 million, driven primarily by the postage rate increase of approximately $34 million.
•Operating income was $359 million, an increase of $15 million, or 4%. Operating income margin decreased to 18.4%, compared to 19.0% for the prior year period.
◦Adjusted Operating income was $421 million, an increase of $15 million, or 4%. Adjusted Operating income margin was 21.5% compared to 22.4% for the prior year period. The combination of higher distribution revenue and higher float income negatively impacted margins by 80 basis points.
•Interest expense, net was $25 million, a decrease of $6 million, primarily due to lower average borrowings and lower borrowing costs.
•The effective tax rate was 18.9% compared to 21.8% in the prior year period. The change in effective tax rate for the three months ended March 31, 2026 was primarily driven by an increase in discrete tax benefits.
•Net earnings increased 14% to $276 million and Adjusted Net earnings increased 10% to $318 million.
◦Diluted earnings per share increased 15% to $2.36, compared to $2.05 in the prior year period, and
◦Adjusted earnings per share increased 11% to $2.72, compared to $2.44 in the prior year period.
Segment and Other Results for Third Quarter Fiscal Year 2026 compared to Third Quarter Fiscal Year 2025
ICS
•Total revenues were $1,465 million, an increase of $118 million, or 9%.
◦Recurring revenues increased $60 million, or 8%, to $800 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 4pts of Internal Growth, 2pts of Net New Business, and 1pt from acquisitions.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 9% and 9%, respectively. Equity revenue position growth was 11% and Mutual fund/ETF position growth was 6%.
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▪Data-driven fund solutions rose 9% and 8%, respectively, driven by growth in data and analytics revenues and the acquisitions of Acolin Group Holdco Limited (“Acolin”) and LDI-MAP, LLC (“iJoin”).
▪Issuer rose 8% and 8%, respectively, driven by growth in disclosure solutions and shareholder engagement solutions.
▪Customer communications rose 5% and 5%, respectively, driven by growth in digital revenues, as well as the acquisition of Signal Agency Limited (“Signal”).
◦Event-driven revenues increased $20 million, or 38%, to $73 million, from a combination of higher mutual fund proxy revenues and higher equity and other revenues.
◦Distribution revenues increased $38 million, or 7%, to $593 million, driven primarily by the postage rate increase of approximately $34 million.
•Earnings before income taxes increased by $17 million, or 6%, to $309 million, driven by higher Recurring revenue and Event-driven revenues. Operating expenses rose 10%, or $101 million, to $1,156 million driven by higher distribution expenses, volume-related expenses and the impact of acquisitions and investments.
•Pre-tax margins decreased to 21.1% from 21.7%.
GTO
•Recurring revenues were $488 million, an increase of $24 million, or 5%. Recurring revenue growth constant currency (Non-GAAP) was 3%, all organic.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital Markets rose 2% and (0)%, respectively, primarily driven by 4pts of revenue from new sales, which was partially offset by a 3pt decrease in internal growth. The benefit of higher trading volumes was offset by lower software term license revenue, which negatively impacted organic growth by 6pts.
◦Wealth and Investment Management rose 10% and 8%, respectively, driven by 8pts from internal growth, which benefitted from higher trading volumes.
•Earnings before income taxes were $85 million, an increase of $15 million, or 21%, as higher revenues more than offset higher expenses.
•Pre-tax margins increased to 17.5% from 15.2%.
Corporate and Other
•Loss before income taxes was $54 million compared to Loss before income taxes of $52 million in the prior year period, primarily due to higher technology costs which more than offset a $6 million decline in Interest expense, net and a Gain on Digital Assets of $6 million.
Financial Results for Nine Months Fiscal Year 2026 compared to the Nine Months Fiscal Year 2025
•Total revenues increased 9% to $5,257 million from $4,824 million.
◦Recurring revenues increased $251 million, or 8%, to $3,336 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by organic growth and acquisitions in ICS and GTO.
◦Event-driven revenues increased $37 million, or 15%, to $277 million, driven by higher equity and other communications, as well as mutual fund proxy revenues.
◦Distribution revenues increased $145 million, or 10%, to $1,644 million, primarily driven by the postage rate increases of approximately $91 million and higher volumes.
•Operating income was $754 million, an increase of $64 million, or 9%. Operating income margin was flat at 14.3%, compared to 14.3% for the prior year period.
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◦Adjusted Operating income was $937 million, an increase of $84 million, or 10%. Adjusted Operating income margin was 17.8% compared to 17.7% for the prior year period. The combination of higher distribution revenue and higher float income negatively impacted margins by 50 basis points.
•Interest expense, net was $73 million, a decrease of $23 million, primarily due to lower average borrowings and lower borrowing costs.
•The effective tax rate was 21.4% compared to 20.8% in the prior year period. The change in effective tax rate for the nine months ended March 31, 2026 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.
•Net earnings increased 56% to $726 million and Adjusted Net earnings increased 15% to $683 million.
◦Diluted earnings per share increased 57% to $6.18, compared to $3.93 in the prior year period, and
◦Adjusted earnings per share increased 16% to $5.81, compared to $5.00 in the prior year period.
Segment and Other Results for Nine Months Fiscal Year 2026 compared to Nine Months Fiscal Year 2025
ICS
•Total revenues were $3,828 million, an increase of $316 million, or 9%.
◦Recurring revenues increased $134 million, or 8%, to $1,907 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 3pts of Net New Business, 3pts of Internal Growth and 1pt from acquisitions.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 10% and 10%, respectively. Equity revenue position growth was 11% and Mutual fund/ETF position growth was 7%.
▪Data-driven fund solutions rose 4% and 3%, respectively, driven by growth in data and analytics revenues as well as the acquisitions of Acolin and iJoin.
▪Issuer rose 7% and 7%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions.
▪Customer communications rose 6% and 6%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal.
◦Event-driven revenues increased $37 million, or 15%, to 277 million, driven by higher equity and other communications, as well as mutual fund proxy revenues.
◦Distribution revenues increased $145 million, or 10%, to $1,644 million, primarily driven by postage rate increases of approximately $91 million and higher volumes.
•Earnings before income taxes increased by $9 million, or 2%, to $573 million. The earnings benefit from higher Recurring revenue and Event-driven revenue was partially offset by higher Operating expenses. Operating expenses rose 10%, or $307 million, to $3,256 million driven by distribution expenses, as well as other volume-related expenses and the impact of acquisitions.
•Pre-tax margins decreased to 15.0% from 16.0%.
GTO
•Recurring revenues were $1,428 million, an increase of $117 million, or 9%. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 5pts of organic growth and 2pts from the acquisition of Kyndryl’s Securities Industries Services business (“SIS”).
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
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◦Capital Markets rose 6% and 4%, respectively, primarily driven by 4pts of revenue from new sales and 1pt of Internal Growth. Internal Growth included 2pts from digital asset revenues, offset by 2pts from lower software term license revenue.
◦Wealth and Investment Management rose 14% and 13%, respectively, driven by 7pts from the SIS acquisition and 7pts of organic growth.
•Earnings before income taxes were $230 million, an increase of $63 million, or 37%, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.
•Pre-tax margins increased to 16.1% from 12.8%.
Corporate and Other
•Earnings before income taxes were $121 million compared to Loss before income taxes of $144 million in the prior year period, primarily due to a Gain on Digital Assets of $244 million and a $23 million decline in Interest expense, net.
Subsequent Event
On April 30, 2026, the Company completed the acquisition of CQG, Inc. (“CQG”). CQG is a Denver-based execution management system provider to futures and options market participants. The total purchase price was approximately $173 million plus additional contingent consideration. CQG will be included in the Company’s GTO reportable segment.
Earnings Conference Call
An analyst conference call will be held today, April 30, 2026 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419. A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through May 7, 2026, the recording will also be available by dialing 1-855-669-9658 within the United States or 1-412-317-0088 for international callers, using passcode 9736199 for either dial-in number.
Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
The Company’s results in this press release are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:
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(i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company’s acquisition activities.
(ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities.
(iii) Restructuring and Other Related Costs, which represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
(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.
We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, and Gains or Losses on Digital Assets from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Free cash flow
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.
Recurring revenue growth constant currency
As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.
Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.
Forward-Looking Statements
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This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2026 Financial Guidance” section and statements about our three-year objectives are forward-looking statements.
These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2025 Annual Report.
These risks include:
•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.
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About Broadridge
Broadridge Financial Solutions (NYSE: BR) is a global technology leader with trusted expertise and transformative technology, helping clients and the financial services industry operate, innovate, and grow. We power investing, governance, and communications for our clients – driving operational resiliency, elevating business performance, and transforming investor experiences. Our technology and operations platforms process and generate over 7 billion communications annually and underpin the daily average trading of over $15 trillion in equities, fixed income, and other securities globally. A certified Great Place to Work®, Broadridge is part of the S&P 500® Index, employing over 15,000 associates in 21 countries. For more information about us, please visit www.broadridge.com.
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Condensed Consolidated Statements of Earnings
(Unaudited)
(Unaudited)
| In millions, except per share amounts | Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | 1,953.6 | $ | 1,811.7 | $ | 5,256.9 | $ | 4,823.7 | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of revenues | 1,326.7 | 1,235.9 | 3,733.8 | 3,456.7 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 267.4 | 230.9 | 768.8 | 677.1 | ||||||||||||||||||||||
| Total operating expenses | 1,594.1 | 1,466.8 | 4,502.6 | 4,133.8 | ||||||||||||||||||||||
| Operating income | 359.5 | 344.9 | 754.3 | 689.9 | ||||||||||||||||||||||
| Interest expense, net | (25.1) | (31.1) | (73.1) | (96.1) | ||||||||||||||||||||||
| Other non-operating income (expenses), net | 6.2 | (2.8) | 242.7 | (6.6) | ||||||||||||||||||||||
| Earnings before income taxes | 340.6 | 310.9 | 923.9 | 587.2 | ||||||||||||||||||||||
| Provision for income taxes | 64.3 | 67.8 | 197.7 | 121.9 | ||||||||||||||||||||||
| Net earnings | $ | 276.3 | $ | 243.1 | $ | 726.2 | $ | 465.3 | ||||||||||||||||||
| Basic earnings per share | $ | 2.38 | $ | 2.07 | $ | 6.22 | $ | 3.97 | ||||||||||||||||||
| Diluted earnings per share | $ | 2.36 | $ | 2.05 | $ | 6.18 | $ | 3.93 | ||||||||||||||||||
| Weighted-average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 116.3 | 117.2 | 116.7 | 117.1 | ||||||||||||||||||||||
| Diluted | 117.0 | 118.5 | 117.6 | 118.3 | ||||||||||||||||||||||
Amounts may not sum due to rounding.
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Condensed Consolidated Balance Sheets
(Unaudited)
In millions, except per share amounts | March 31, 2026 | June 30, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 304.8 | $ | 561.5 | |||||||||||||
Accounts receivable, net of allowance for doubtful accounts of $14.8 and $12.5, respectively | 1,319.3 | 1,077.1 | |||||||||||||||
| Other current assets | 173.5 | 178.5 | |||||||||||||||
| Total current assets | 1,797.7 | 1,817.1 | |||||||||||||||
| Property, plant and equipment, net | 160.1 | 170.1 | |||||||||||||||
| Goodwill | 3,735.2 | 3,609.6 | |||||||||||||||
| Intangible assets, net | 1,159.0 | 1,277.4 | |||||||||||||||
| Deferred client conversion and start-up costs | 822.2 | 842.9 | |||||||||||||||
| Other non-current assets | 1,105.0 | 827.9 | |||||||||||||||
| Total assets | $ | 8,779.2 | $ | 8,545.0 | |||||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Current portion of long-term debt | $ | 499.8 | $ | 499.3 | |||||||||||||
| Payables and accrued expenses | 1,143.4 | 1,112.8 | |||||||||||||||
| Contract liabilities | 263.4 | 249.1 | |||||||||||||||
| Total current liabilities | 1,906.6 | 1,861.2 | |||||||||||||||
| Long-term debt | 2,727.2 | 2,753.0 | |||||||||||||||
| Deferred taxes | 350.7 | 261.0 | |||||||||||||||
| Contract liabilities | 333.5 | 429.2 | |||||||||||||||
| Other non-current liabilities | 642.4 | 585.5 | |||||||||||||||
| Total liabilities | 5,960.4 | 5,889.9 | |||||||||||||||
| Stockholders’ equity: | |||||||||||||||||
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none | — | — | |||||||||||||||
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 115.7 and 117.1 shares, respectively | 1.6 | 1.6 | |||||||||||||||
| Additional paid-in capital | 1,744.5 | 1,663.0 | |||||||||||||||
| Retained earnings | 4,266.7 | 3,862.5 | |||||||||||||||
Treasury stock, at cost: 38.8 and 37.3 shares, respectively | (2,949.2) | (2,599.0) | |||||||||||||||
| Accumulated other comprehensive income (loss) | (244.8) | (272.9) | |||||||||||||||
| Total stockholders’ equity | 2,818.8 | 2,655.1 | |||||||||||||||
| Total liabilities and stockholders’ equity | $ | 8,779.2 | $ | 8,545.0 | |||||||||||||
Amounts may not sum due to rounding.
10
Condensed Consolidated Statements of Cash Flows
(Unaudited)
In millions | 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 assets 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 | |||||||
Amounts may not sum due to rounding.
11
Segment Results
(Unaudited)
| In millions | Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 1,465.3 | $ | 1,347.5 | $ | 3,828.5 | $ | 3,512.3 | |||||||||||||||
| Global Technology and Operations | 488.3 | 464.1 | 1,428.4 | 1,311.4 | |||||||||||||||||||
| Total | $ | 1,953.6 | $ | 1,811.7 | $ | 5,256.9 | $ | 4,823.7 | |||||||||||||||
| Earnings before Income Taxes | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 309.5 | $ | 292.9 | $ | 572.7 | $ | 563.5 | |||||||||||||||
| Global Technology and Operations | 85.4 | 70.4 | 230.3 | 167.5 | |||||||||||||||||||
| Other | (54.3) | (52.4) | 121.0 | (143.8) | |||||||||||||||||||
| Total | $ | 340.6 | $ | 310.9 | $ | 923.9 | $ | 587.2 | |||||||||||||||
| Pre-tax margins: | |||||||||||||||||||||||
| Investor Communication Solutions | 21.1 | % | 21.7 | % | 15.0 | % | 16.0 | % | |||||||||||||||
| Global Technology and Operations | 17.5 | % | 15.2 | % | 16.1 | % | 12.8 | % | |||||||||||||||
| Amortization of acquired intangibles and purchased intellectual property | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 11.1 | $ | 10.6 | $ | 31.5 | $ | 33.1 | |||||||||||||||
| Global Technology and Operations | 41.7 | 38.3 | 123.8 | 113.5 | |||||||||||||||||||
| Total | $ | 52.8 | $ | 48.9 | $ | 155.2 | $ | 146.6 | |||||||||||||||
Amounts may not sum due to rounding.
12
Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)
| In millions | Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Investor Communication Solutions | |||||||||||||||||||||||||||||||||||
Regulatory | $ | 399.4 | $ | 365.0 | 9 | % | $ | 845.4 | $ | 765.4 | 10 | % | |||||||||||||||||||||||
Data-driven fund solutions | 125.7 | 114.8 | 9 | % | 349.4 | 337.4 | 4 | % | |||||||||||||||||||||||||||
Issuer | 65.3 | 60.5 | 8 | % | 136.9 | 127.4 | 7 | % | |||||||||||||||||||||||||||
Customer communications | 209.3 | 199.5 | 5 | % | 575.6 | 542.8 | 6 | % | |||||||||||||||||||||||||||
| Total ICS Recurring revenues | 799.8 | 739.8 | 8 | % | 1,907.3 | 1,773.0 | 8 | % | |||||||||||||||||||||||||||
| Equity and other | 40.2 | 31.4 | 28 | % | 103.4 | 77.2 | 34 | % | |||||||||||||||||||||||||||
| Mutual funds | 32.4 | 21.3 | 52 | % | 173.6 | 163.2 | 6 | % | |||||||||||||||||||||||||||
| Total ICS Event-driven revenues | 72.7 | 52.7 | 38 | % | 277.0 | 240.3 | 15 | % | |||||||||||||||||||||||||||
| Distribution revenues | 592.8 | 555.0 | 7 | % | 1,644.2 | 1,499.0 | 10 | % | |||||||||||||||||||||||||||
| Total ICS Revenues | $ | 1,465.3 | $ | 1,347.5 | 9 | % | $ | 3,828.5 | $ | 3,512.3 | 9 | % | |||||||||||||||||||||||
| Global Technology and Operations | |||||||||||||||||||||||||||||||||||
Capital markets | $ | 295.5 | $ | 289.4 | 2 | % | $ | 877.1 | $ | 829.9 | 6 | % | |||||||||||||||||||||||
Wealth and investment management | 192.8 | 174.7 | 10 | % | 551.3 | 481.5 | 14 | % | |||||||||||||||||||||||||||
| Total GTO Recurring revenues | 488.3 | 464.1 | 5 | % | 1,428.4 | 1,311.4 | 9 | % | |||||||||||||||||||||||||||
| Total Revenues | $ | 1,953.6 | $ | 1,811.7 | 8 | % | $ | 5,256.9 | $ | 4,823.7 | 9 | % | |||||||||||||||||||||||
| Revenues by Type | |||||||||||||||||||||||||||||||||||
| Recurring revenues | $ | 1,288.1 | $ | 1,203.9 | 7 | % | $ | 3,335.7 | $ | 3,084.3 | 8 | % | |||||||||||||||||||||||
| Event-driven revenues | 72.7 | 52.7 | 38 | % | 277.0 | 240.3 | 15 | % | |||||||||||||||||||||||||||
| Distribution revenues | 592.8 | 555.0 | 7 | % | 1,644.2 | 1,499.0 | 10 | % | |||||||||||||||||||||||||||
| Total Revenues | $ | 1,953.6 | $ | 1,811.7 | 8 | % | $ | 5,256.9 | $ | 4,823.7 | 9 | % | |||||||||||||||||||||||
Amounts may not sum due to rounding.
13
Select Operating Metrics
(Unaudited)
| In millions | Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Closed sales (a) | $ | 57.5 | $ | 71.2 | (19 | %) | $ | 146.8 | $ | 174.3 | (16 | %) | |||||||||||||||||||||||
| Position Growth (b) | |||||||||||||||||||||||||||||||||||
| Equity positions | 15 | % | 15 | % | 16 | % | 13 | % | |||||||||||||||||||||||||||
| Equity revenue positions | 11 | % | N/A | 11 | % | N/A | |||||||||||||||||||||||||||||
| Mutual fund / ETF positions | 6 | % | 6 | % | 7 | % | 6 | % | |||||||||||||||||||||||||||
| Internal Trade Growth (c) | 16 | % | 14 | % | 15 | % | 13 | % | |||||||||||||||||||||||||||
| Amounts may not sum due to rounding. | |||||||||||||||||||||||||||||||||||
(a) Refer to the “Results of Operations” section of Broadridge’s Form 10-Q for a description of Closed sales and its calculation.
(b) Position Growth is comprised of “equity position growth” and “mutual fund/ETF position growth.” Equity position growth measures the estimated annual change in positions eligible for equity proxy materials. Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on “equity revenue position growth”. Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Prior-year period comparative information for this metric is not available. Mutual fund/ETF position growth measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.
(c) Represents the estimated change in daily average trade volumes for clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods.
14
Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)
| In millions, except per share amounts | Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Reconciliation of Adjusted Operating Income | |||||||||||||||||||||||
| Operating income (GAAP) | $ | 359.5 | $ | 344.9 | $ | 754.3 | $ | 689.9 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 52.8 | 48.9 | 155.2 | 146.6 | |||||||||||||||||||
| Acquisition and Integration Costs | 4.7 | 6.0 | 14.3 | 11.3 | |||||||||||||||||||
| Restructuring and Other Related Costs (a) | 3.5 | 5.5 | 13.2 | 5.5 | |||||||||||||||||||
| Adjusted Operating income (Non-GAAP) | $ | 420.6 | $ | 405.2 | $ | 937.0 | $ | 853.3 | |||||||||||||||
| Operating income margin (GAAP) | 18.4% | 19.0% | 14.3% | 14.3% | |||||||||||||||||||
| Adjusted Operating income margin (Non-GAAP) | 21.5% | 22.4% | 17.8% | 17.7% | |||||||||||||||||||
| Reconciliation of Adjusted Net earnings | |||||||||||||||||||||||
| Net earnings (GAAP) | $ | 276.3 | $ | 243.1 | $ | 726.2 | $ | 465.3 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 52.8 | 48.9 | 155.2 | 146.6 | |||||||||||||||||||
| Acquisition and Integration Costs | 4.7 | 6.0 | 14.3 | 11.3 | |||||||||||||||||||
| Restructuring and Other Related Costs (a) | 3.5 | 5.5 | 13.2 | 5.5 | |||||||||||||||||||
| Gains or Losses on Digital Assets | (5.6) | — | (238.3) | — | |||||||||||||||||||
| Subtotal of adjustments | 55.4 | 60.4 | (55.6) | 163.4 | |||||||||||||||||||
| Tax impact of adjustments (b) | (13.8) | (14.6) | 12.1 | (37.1) | |||||||||||||||||||
| Adjusted Net earnings (Non-GAAP) | $ | 317.9 | $ | 288.8 | $ | 682.7 | $ | 591.5 | |||||||||||||||
| Reconciliation of Adjusted EPS | |||||||||||||||||||||||
| 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.
15
| Nine Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Reconciliation of Free cash flow | |||||||||||
| Net cash flows from operating activities (GAAP) | $ | 668.2 | $ | 471.6 | |||||||
| Capital expenditures and Software purchases and capitalized internal use software | (77.3) | (78.5) | |||||||||
| Free cash flow (Non-GAAP) | $ | 590.9 | $ | 393.2 | |||||||
| Reconciliation of Recurring Revenue Growth Constant Currency | |||||||||||||||||||||||||||||
| 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 | % | |||||||||||||||||||
| Three Months Ended March 31, 2026 | |||||||||||||||||
| 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 | |||||
| Consolidated | Total | ||||
| Recurring revenue growth (GAAP) | 7 | % | |||
| Impact of foreign currency exchange | (1 | %) | |||
| Recurring revenue growth constant currency (Non-GAAP) | 6 | % | |||
16
| 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 | % | |||||||||||||||||||
| Nine Months Ended March 31, 2026 | |||||||||||||||||
| 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 | |||||
| Consolidated | Total | ||||
| Recurring revenue growth (GAAP) | 8 | % | |||
| Impact of foreign currency exchange | (1 | %) | |||
| Recurring revenue growth constant currency (Non-GAAP) | 7 | % | |||
Amounts may not sum due to rounding.
17
Fiscal Year 2026 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)
| FY26 Recurring revenue growth | ||||||||
| Impact of foreign currency exchange (a) | (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% growth | |||||||
| Adjusted earnings per share (Non-GAAP) | 10 - 12% growth | |||||||
(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, 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.
18
Powering and transforming financial markets Earnings Conference Call Fiscal Third Quarter 2026 April 30, 2026 EXHIBIT 99.2
1 Forward-Looking Statements This presentation and other written or oral statements made from time to time by representatives of Broadridge Financial Solutions, Inc. ("Broadridge" or the "Company") contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning are forward-looking statements. In particular, information appearing in the “Fiscal Year 2026 Guidance” section and statements about our three-year objectives are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of the Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this presentation and are expressly qualified in their entirety by reference to the factors discussed in the 2025 Annual Report. These risks include: • Changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; • Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; • A material security breach or cybersecurity attack affecting the information of Broadridge's clients; • Declines in participation and activity in the securities markets; • The failure of Broadridge's key service providers to provide the anticipated levels of service; • A disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; • Overall market, economic and geopolitical conditions and their impact on the securities markets; • The success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; • Broadridge’s failure to keep pace with changes in technology and demands of its clients; • Competitive conditions; • Broadridge’s ability to attract and retain key personnel; and • The impact of new acquisitions and divestitures. There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.
2 Use of Non-GAAP financial measures, KPIs and foreign exchange rates Use of Non-GAAP Financial Measures This presentation includes certain Non-GAAP financial measures including Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share (“EPS”), Free cash flow, Free cash flow conversion, and Recurring revenue growth constant currency. Please see the “Explanation of Non-GAAP Measures and Reconciliation of GAAP to Non-GAAP Measures” section of this presentation for more information on Broadridge’s use of Non-GAAP measures and reconciliations to GAAP measures. Key Performance Indicators Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenues and Recurring revenue, as well as Non-GAAP measures of Adjusted Operating income, Adjusted Net earnings, Adjusted EPS, Free cash flow, Free cash flow conversion, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth, which is comprised of equity position growth and mutual fund/ETF position growth, and Internal Trade Growth. Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on “equity revenue position growth”. Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Prior-year period comparative information for this metric is not available. Notes on Presentation Amounts presented in this presentation may not sum due to rounding. All FY’25 and FY’26 Recurring revenue dollar amounts shown in this presentation are GAAP. Recurring revenue growth percentages for FY’25 and FY’26 Guidance are shown as constant currency (Non-GAAP). Use of Material Contained Herein The information contained in this presentation is being provided for your convenience and information only. This information is accurate as of the date of its initial presentation. If you plan to use this information for any purpose, verification of its continued accuracy is your responsibility. Broadridge assumes no duty to update or revise the information contained in this presentation.
3 Key messages Broadridge delivered strong 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
4 Broadridge is executing across Governance, Capital Markets, and Wealth & Investment Management Governance Capital Markets Wealth & Investment Mgmt. $800M +8% YoY $295M 0% YoY $193M +8% YoY • ICS growth is being powered by strong investor participation trends, including 15% equity position growth and 6% mutual fund and ETF position growth • Innovations in shareholder engagement across both institutional and retail voting gaining momentum • Strong Capital Markets growth offset by 7 pts of prior year license impact • Highly complementary CQG acquisition accelerates expansion into futures and options • Wealth Management growth driven by strong momentum in Canada, including go live of first Canadian wealth platform client • $58 million in Closed sales in the quarter, and $147 million year-to-date Recurring revenue $ in millions. Growth rates in constant currency. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 Q3’26 Highlights
5 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
6 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 21 – 29
7 $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 21 – 29 $193 $295 Q3'25 Q3'26 Capital Markets Wealth & Investment Management $488 0% 8%
8 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
9 Q3'25 Recurring Revenues Closed Sales Client Losses Internal Growth Acquisitions Q3'26 Rec. Rev. Constant Currency FX Q3'26 Recurring Revenues RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 6% Third quarter 2026 Recurring revenue growth drivers ICS $740M 4 pts (2) pts 4 pts 1 pt 8% 0 pts $800M GTO $464M 4 pts (3) pts 1 pt 0 pts 3% 3 pts $488M 4 pts (2) pts 3 pts 1 pt 7%1 pt6% Organic Growth: 6 pts $ in millions. Pts contribution to growth Organic Growth: 3 pts Organic Growth: 5 pts $1,288 $1,204
10 THIRD QUARTER 2026 TOTAL REVENUE GROWTH DRIVERS $67 $76 $63 $125 $53 $79 $114 $91 $73 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 $62M FY’19-FY’25 QUARTERLY AVERAGE Third quarter 2026 Total revenue growth drivers QUARTERLY EVENT-DRIVEN REVENUES $ in millions. Pts contribution to growth $1,812 Q3'25 Total Revenues Recurring Event-Driven Distribution FX Q3'26 Total Revenues 4 pts 1 pt 2 pts 8% $1,954 1 pt
11 18.1% 18.7% 19.8% 20.0% FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 Guidance Operating income margin and Adjusted Operating income margin 15.4% 15.6% 17.3%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 21 – 29 +50 bps Q3’26 OPERATING INCOME FISCAL YEAR OPERATING INCOME 20.5% 13.3%13.6% +60 bps 20% – 21%
12 FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 Guidance Earnings per share and Adjusted earnings per share $5.30 $5.86 $7.10$2.36$2.05 Q3'25 Q3'26 +14% +9% EARNINGS PER SHARE ADJUSTED EARNINGS PER SHARE (NON- GAAP) $2.72 +10% $2.44 Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 +11% Q3’26 EARNINGS PER SHARE FISCAL YEAR EARNINGS PER SHARE $8.55 $4.55$4.65 +13% 10% – 12% $7.73 $7.01 $6.46 $5.66
13 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
14 84% 48% 90% 102% 104% FY'21 FY'22 FY'23 FY'24 FY'25 FY'26 (E) 100%+ Free cash flow $ in millions 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 21 – 29 2. Free cash flow conversion equals annual Free cash flow divided by Adjusted Net earnings 1 1,2 $393 $591 YTD'25 YTD'26
15 $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
16 Fiscal Year 2026 guidance 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
Appendix
18 2024 2025 2026 YoY % Dollars in millions FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Growth Investor Communication Solutions ("ICS") Regulatory $1,196 $190 $210 $365 $515 $1,281 $197 $249 $399 9% Data-driven fund solutions 435 108 114 115 122 459 111 113 126 9% Issuer 260 31 36 60 146 273 33 39 65 8% Customer communications 683 164 179 199 176 719 177 189 209 5% Total ICS Recurring revenues 2,574 493 540 740 959 2,732 518 590 800 8% Equity and other 151 21 25 31 38 115 24 39 40 28% Mutual funds 134 42 100 21 41 204 90 51 32 52% Total ICS Event-driven revenues 285 63 125 53 79 319 114 91 73 38% Distribution revenues 1,999 460 484 555 563 2,062 498 553 593 7% Total ICS Revenues $4,858 $1,016 $1,149 $1,348 $1,601 $5,113 $1,130 $1,233 $1,465 9% Global Technology and Operations (“GTO”) Capital markets $1,049 $261 $279 $289 $285 $1,115 $281 $301 $295 2% Wealth and investment management 600 146 161 175 179 661 179 180 193 10% Total GTO Recurring revenues $1,649 $407 $440 $464 $465 $1,776 $459 481 488 5% Total Revenues $6,507 $1,423 $1,589 $1,812 $2,065 $6,889 $1,589 $1,714 $1,954 8% Revenues by type Recurring revenues $4,223 $900 $980 $1,204 $1,424 $4,508 $977 $1,070 $1,288 7% Event-driven revenues 285 63 125 53 79 319 114 91 73 38% Distribution revenues 1,999 460 484 555 563 2,062 498 553 593 7% Total Revenues $6,507 $1,423 $1,589 $1,812 $2,065 $6,889 $1,589 $1,714 $1,954 8% Supplemental reporting detail ‒ product line reporting (Unaudited)
19 FY’24 – FY’26 long-term growth objectives FY’24 – FY’26 (CAGR) Organic Recurring revenue growth 5-8% Recurring revenue growth constant currency (Non-GAAP) 7-9% Adjusted Operating income margin expansion (bps/year) (Non-GAAP) 50+ Adjusted earnings per share growth (Non-GAAP) 8-12% Note: AOI margin expansion excludes impact of float and distribution revenue
Explanation of Non-GAAP measures and reconciliation of GAAP to Non- GAAP measures
21 Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this presentation are presented in accordance with U.S. generally accepted accounting principles ("GAAP") except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, Free cash flow conversion, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation. Reconciliations of Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this presentation. Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings, and Adjusted Earnings Per Share These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company's acquisition activities. (ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities. (iii) Restructuring and Other Related Costs. which represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas. (iv) 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. Non-GAAP measures
22 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. Non-GAAP measures
23 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%
24 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%
25 (Unaudited) Fiscal Year Ended June 30, 2025 Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 7% Fiscal Year Ended June 30, 2024 Consolidated Total Recurring revenue growth (GAAP) 6% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 6% Reconciliation of GAAP to Non-GAAP measures
26 (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
27 (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
28 (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
29 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.
Broadridge Fiscal Third Quarter 2026 Earnings Conference Call Contacts W. Edings Thibault [email protected] Live Call Information Date: April 30, 2026 Start Time: 8:30 A.M. ET Toll-Free: 1-877-328-2502 International: 1-412-317-5419 Webcast: broadridge-ir.com Replay Options Online replay available at broadridge-ir.com Telephone replay available through May 7, 2026 Domestic Dial-In: 1-855-669-9658 Access Code: 9736199 International Toll Dial-In: 1-412-317-0088 Passcode: 9736199 Click here for dial-ins by country