What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-08-05 compared with 2024-08-06 · 160 added, 103 removed, 1254 unchanged (17% of the section changed)

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We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds.

The principal markets in which the Company operates are located in North America and Europe.

The Company operates in two reportable segments:

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A large portion of Broadridge’s ICS business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing.

ProxyEdge ® (“ProxyEdge”) is Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies.

Broadridge has implemented digital applications to make voting easier for retail investors.

Broadridge also provides the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.

In addition to proxy services, Broadridge also provides regulatory communications solutions that enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource.

Through its Fund Communication Solutions business, Broadridge provides fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance, and disseminate information across multiple jurisdictions.

Broadridge also provides a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S.

reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

For asset managers and retirement service providers, Broadridge offers data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information.

Broadridge’s data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally.

Broadridge also provides fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem.Through its Retirement and Workplace business (“Broadridge Retirement and Workplace”), Broadridge provides automated mutual fund and exchange-traded funds trade processing services for financial institutions who submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts.

Through its Retirement and Workplace business (“Broadridge Retirement and Workplace”), Broadridge provides automated mutual fund and exchange-traded funds trade processing services for financial institutions who submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts.

In addition, Broadridge’s marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset managers, insurance providers and retirement service providers.

Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including a full suite of annual meeting and shareholder engagement solutions such as registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services, shareholder engagement and environmental, social and governance solutions.

Broadridge also offers disclosure solutions, including annual SEC filing services and capital markets transaction services.

Broadridge provides registrar, stock transfer and record-keeping services through its transfer agency services.

Broadridge also provides a range of corporate solutions that revolve around shareholder meetings and proxy, corporate governance and sustainability, regulatory filings and disclosure, and stock transfer services.

Broadridge services provide corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications and corporate disclosure lifecycle.

Broadridge shareholder meetings and proxy services and corporate governance and sustainability governance and communications services include a full suite of annual meeting and shareholder engagement solutions which include proxy services, virtual shareholder meeting services, shareholder engagement, and governance and sustainability services.

Broadridge also offers regulatory filings and disclosure solutions, including annual SEC filing services and capital markets transaction services, and provides registrar, stock transfer and record-keeping services through its transfer agency services.

Broadridge provides omni-channel customer communications solutions which include print and digital solutions to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience.

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The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

• Global Technology and Operations - Broadridge’s Global Technology and Operations business provides the non-differentiating yet mission-critical infrastructure to the global financial markets.

• Global Technology and Operations - Broadridge’s Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets.

As a leading software as a service (“SaaS”) provider, Broadridge offers capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs.

Broadridge’s highly scalable, resilient, component-based solutions automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services.

Broadridge’s highly scalable, resilient, component-based platform automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services.

Broadridge’s Wealth Management business provides solutions for advisors and investors and also streamlines back and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting.

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These services combine Broadridge’s technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

Broadridge’s capital markets technology and solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.

Broadridge’s capital markets platform and solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.

Through Broadridge Trading and Connectivity Solutions, Broadridge offers a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade.

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Broadridge also provides a set of multi-asset, multi-entity and multi-currency trading, connectivity and post-trade solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives and mutual funds.

Provided on a SaaS basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 100 countries.

Provided on a SaaS basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 90 markets.

Broadridge’s technology enables its clients to meet the requirements of market change such as the T+1 securities settlement cycle and Broadridge’s solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back trade processing.

Broadridge’s Wealth Management business delivers technology solutions and other capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding.

Broadridge’s Wealth Management business delivers front-to-back technology solutions and other capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding.

The wealth technology solutions enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools.

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Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.

Beginning with the first quarter of fiscal year 2023, the Company changed reporting for segment revenues, segment earnings (loss) before income taxes, and segment amortization of acquired intangibles and purchased intellectual property to reflect the impact of actual foreign exchange rates applicable to the individual periods presented.

The presentation of these metrics for the prior periods provided in this Form 10-K has been changed to conform to the current period presentation.

Total consolidated revenues and earnings before income taxes were not impacted.

Please refer to Note 3, “Revenue Recognition” and Note 21, “Financial Data by Segment.”

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client.

Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and that the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements.

Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements.

Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise.

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Judgment is required in addressing the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof).

Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets attributable to net operating and capital loss carryforwards of certain subsidiaries to offset future taxable earnings.

Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings.

The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies.

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The assumptions used to project future taxable income requires significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.

Pursuant to provisions under the Inflation Reduction Act, the Company purchased transferable federal tax credits during fiscal year 2025.

Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended June 30, 2025.

Purchased tax credits that will offset the current income tax liability are recorded as an adjustment to income taxes payable or refundable.

The cash payments made for income taxes as disclosed on the Consolidated Statement of Cash Flows include amounts paid to third parties for the purchase of tax credits.

On July 4, 2025, the U.S.

government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

Certain provisions are effective for Broadridge beginning with the fiscal year ending June 30, 2026.

We are evaluating the future impact of these tax law changes on our financial statements.

Refer to Note 18, “Income Taxes” for a further description of the Company’s income taxes.

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Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU No.

2021-08, “Business Combinations:

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU No.

2021-08”), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

2021-08 became effective for the Company in the first quarter of fiscal year 2024.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU No.

2023-07”), which requires an entity to improve its disclosures related to reportable segments and provide additional, more detailed information about a reportable segment’s expenses.

2023-07 was effective for the Company in the fourth quarter of fiscal year 2025.

The amendments in this ASU were applied on a retrospective basis to all prior periods presented in the financial statements.

The adoption of ASU No.

2021-08 did not have a material impact on the Company's Consolidated Financial Statements.

2023-07 impacted disclosures only.

Refer to Note 21, “Financial Data by Segment”.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, which requires an entity to disclose additional information about specific expense categories.

2024-03 is effective for the Company in the fourth quarter of fiscal year 2028.

The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements.

Early adoption of the amendments is permitted.

Upon adoption, this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In March 2024, the FASB issued ASU No.

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Early adoption of the amendments is permitted.

The Company is currently assessing the impact that the adoption of ASU No.

2024-01 will have on the Company’s Consolidated Financial Statements.

Upon adoption, this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

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The Company is currently assessing the impact that the adoption of ASU No.

2023-09 will have on the Company’s Consolidated Financial Statements.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU No.

2023-07”), which requires an entity to improve its disclosures related to reportable segments and provide additional, more detailed information about a reportable segment’s expenses.

2023-07 is effective for the Company in the fourth quarter of fiscal year 2025.

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted.

The Company is currently assessing the impact that the adoption of ASU No.

2023-09 will have on its Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”), which addresses the accounting and disclosure requirements for certain crypto assets.

ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period.

ASU 2023-08 is effective for the Company in the first quarter of fiscal year 2026.

The Company is currently assessing the impact that the adoption of ASU 2023-08 will have on the Company’s Consolidated Financial Statements.

Under current accounting requirements, the Company’s crypto asset holdings are accounted for as indefinite-lived intangible assets in accordance with ASC 350, “Intangibles - Goodwill and Other”.

The assets are carried at cost and reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

The current cost basis of the crypto assets is immaterial.

REVENUE RECOGNITION

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Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.

During the fiscal year ended June 30, 2024, contract assets increased primarily due to an increase in software term license revenues, while contract liabilities increased due to the timing of client invoices in relation to the timing of revenue recognized.

During the fiscal year ended June 30, 2023, contract assets decreased primarily due to a decrease in software term license revenues and contract liabilities increased primarily due to growth in revenues and the timing of client payments.

During the fiscal year ended June 30, 2025, contract assets increased primarily due to a difference between the timing of billing and the revenue recognition of software term license revenues, while contract liabilities decreased due to the timing of client invoices in relation to the timing of revenue recognized.

During the fiscal year ended June 30, 2024, contract assets increased primarily due to a increase in software term license revenues and contract liabilities increased primarily due to the timing of client invoices in relation to the timing of revenue recognized.

The Company recognized $ 288.4 million of revenue during the fiscal year ended June 30, 2025 that was included in the contract liability balance as of June 30, 2024.

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The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested.

As of June 30, 2024, 2023 and 2022, the computation of diluted EPS excluded 0.3 million, 1.2 million and 0.7 million options to purchase Broadridge common stock, respectively, as the effect of their inclusion would have been anti-dilutive.

As of June 30, 2025, 2024 and 2023, the computation of diluted EPS excluded 0.5 million, 0.3 million and 1.2 million options and restricted stock units to purchase Broadridge common stock, respectively, as the effect of their inclusion would have been anti-dilutive.

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

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The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.

Pro forma information for these acquired businesses is not provided because they did not have a material effect, individually or in the aggregate, on the Company’s consolidated results of operations.

FISCAL YEAR 2025 BUSINESS COMBINATION

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

SIS is included in the Company’s GTO reportable segment.

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

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

• Our discussions with the Canadian Competition Bureau are ongoing.

In connection with the acquisition, on November 1, 2024, Broadridge Software Limited, a subsidiary of the Company, entered into the SIS Services Agreement with Kyndryl Canada Limited (“Kyndryl Canada”) pursuant to which Kyndryl Canada will provide infrastructure managed services for the SIS Business.

Refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.

Financial information for SIS is as follows:

Cash payments

Net tangible liabilities assumed

Intangible assets

Aggregate purchase price

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

FISCAL YEAR 2024 BUSINESS COMBINATION

AdvisorTarget

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The contingent consideration is payable through fiscal year 2028 upon the achievement by the acquired business of certain defined revenue targets.

Net tangible liabilities assumed in the transaction were $ 3.1 million, and contingent liabilities incurred were valued at $ 14.0 million.

After measurement period adjustments, net tangible liabilities assumed in the transaction were $ 0.8 million, and contingent liabilities incurred were valued at $ 14.0 million.

This acquisition resulted in $ 38.6 million of Goodwill, which is tax deductible.

Intangible assets acquired, which totaled $ 12.1 million, consist primarily of software technology and customer relationships, which are being amortized over a five-year life.

The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.

During the fiscal years ended June 30, 2023 and 2022, there were no material acquisitions.

During the fiscal year ended June 30, 2023, there were no material acquisitions.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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Total assets as of June 30, 2025 $ 195.9 $ — $ — $ 195.9

Derivative liability $ — $ 24.6 $ — $ 24.6

Contingent consideration obligations — — 14.0 14.0

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(a) Fair value adjustments includes adjustments to goodwill as part of finalization of the purchase price allocations.

Additions for the fiscal year ended June 30, 2025 include $ 38.3 million for the acquisition of SIS.

Additions for the fiscal year ended June 30, 2024 include $ 38.6 million for the acquisition of AdvisorTarget.

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ROU assets (a) 176.1 186.2

Deferred sales commissions costs 131.2 114.1

Contract assets (b) 137.5 125.3

Deferred sales commissions costs 131.7 131.2

Long-term broker fees 24.3 34.9

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Please refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

(d) Includes $ 59.9 million and $ 66.7 million derivative assets as of June 30, 2024 and June 30, 2023, respectively, related to the Company’s cross-currency swap derivative contracts.

(d) Includes $ 59.9 million derivative assets as of June 30, 2024 related to the Company’s cross-currency swap derivative contracts.

The derivative was in a liability position as of June 30, 2025 and was included within Other non-current liabilities.

Refer to Note 15, “Other Non-Current Liabilities” for details.

Please refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

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Accrued broker fees 137.0 126.3

Accrued taxes 112.5 69.7

Accrued dividend payable 103.1 93.4

Business process outsourcing administration fees 59.9 61.7

Customer deposits 84.4 52.7

Accrued taxes 60.1 112.5

Business process outsourcing administration fees 52.6 59.9

Operating lease liabilities 37.2 38.0

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During the fourth quarter of fiscal year 2024, Broadridge completed a corporate restructuring initiative to exit and realign some of its businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas (the “Corporate Restructuring Initiative”), which was initiated in the fourth quarter of fiscal year 2023.

For fiscal years 2024 and 2023, this restructuring resulted in total severance costs of $ 45.2 million and $ 20.4 million, respectively recorded in Operating expenses .

These costs were not reflected in segment profit and are recorded within the Other segment.

For fiscal years 2024, this restructuring resulted in total severance costs of $ 45.2 million recorded in Operating expenses .

These costs were not reflected in segment profit and are recorded within Corporate and Other.

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

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Current portion of long-term debt

Fiscal 2021 Term Loans (a) May 2024 $ — $ — $ 1,178.5 $ — $ —

Fiscal 2016 Senior Notes (a) June 2026 $ 500.0 $ 499.3 $ — $ — $ 494.1

Total $ 500.0 $ 499.3 $ — $ — $ 494.1

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Fiscal 2025 Revolving Credit Facility:

dollar tranche April 2026 $ — $ — $ — $ 1,100.0 $ —

Multicurrency tranche April 2026 — — — 400.0 —

dollar tranche December 2029 $ — $ — $ — $ 1,000.0 $ —

Multicurrency tranche December 2029 133.5 133.5 — 366.5 133.5

Total Revolving Credit Facility $ 133.5 $ 133.5 $ — $ 1,366.5 $ 133.5

Fiscal 2024 Amended Term Loan (a) August 2026 $ 1,120.0 $ 1,117.9 $ — $ — $ 1,120.0

Fiscal 2016 Senior Notes June 2026 $ 500.0 $ 498.7 $ 498.0 $ — $ 480.4

Fiscal 2024 Amended Term Loan August 2026 $ 880.0 $ 879.1 $ 1,117.9 $ — $ 880.0

Fiscal 2016 Senior Notes (a) June 2026 $ — $ — $ 498.7 $ — $ —

Fiscal 2020 Senior Notes December 2029 750.0 746.0 745.1 — 702.8

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Total debt $ 3,263.5 $ 3,252.3 $ 3,355.1 $ 1,366.5 $ 3,101.8

(a) The Fiscal 2021 Term Loans were reclassified from Current portion of long-term debt to Long-term debt in the first quarter of fiscal year 2024 upon amendment of the loan, to reflect the remaining maturity of more than one year.

(a) The Fiscal 2016 Senior Notes were reclassified from Long-term debt to Current portion of long-term debt in the fourth quarter of fiscal year 2025 to reflect the remaining maturity of less than one year.

Future principal payments on the Company’s outstanding debt are as follows (in millions):

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Fiscal 2025 Revolving Credit Facility:

In April 2021, the Company entered into an amended and restated $ 1.5 billion five-year revolving credit facility (as amended on December 23, 2021 and May 23, 2023, the “Fiscal 2021 Revolving Credit Facility”), which replaced the $ 1.5 billion five-year revolving credit facility entered during March 2019.

In December 2024, the Company entered into an amended and restated $ 1.5 billion five-year revolving credit facility (the “Fiscal 2025 Revolving Credit Facility”), which replaced the $ 1.5 billion five-year revolving credit facility entered during April 2021 (the “Fiscal 2021 Revolving Credit Facility) (together the “Revolving Credit Facilities”).

The Fiscal 2025 Revolving Credit Facility is comprised of a $ 1.0 billion U.S.

dollar tranche and a $ 500.0 million multicurrency tranche.

On May 23, 2023, we amended the interest rate index from LIBOR to Adjusted Term SOFR.

All other terms remained unchanged.

The weighted-average interest rate on the Fiscal 2021 Revolving Credit Facility was 6.50 %, 4.95 % and 1.30 % for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

The weighted-average interest rate on the Revolving Credit Facilities was 5.49 %, 6.50 % and 4.95 % for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

The fair value of the variable-rate Fiscal 2025 Revolving Credit Facility borrowings at June 30, 2025 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Under the Fiscal 2025 Revolving Credit Facility, revolving loans denominated in U.S.

Dollars, Canadian Dollars, Euro, Swedish Kronor and Yen bears interest at Adjusted Term SOFR, CDOR, EURIBOR, TIBOR and STIBOR, respectively, plus 1.100 % (subject to step-ups to 1.175 % and step-downs to 0.805 % based on public debt ratings) and revolving loans denominated in Sterling bears interest at SONIA plus 1.1326 % per annum (subject to step-ups to 1.2076 % and step-downs to 0.8376 % based on ratings).

The Fiscal 2021 Revolving Credit Facility also has an annual facility fee equal to 15.0 basis points on the entire facility (subject to step-ups to 20.0 basis points and step-downs to 7.0 basis points based on ratings).

Dollars, Canadian Dollars, Euro, Sterling, Swedish Kronor and Yen bears interest at Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA and STIBOR, respectively, plus 1.000 % (subject to multiple step-ups to 1.250 % and multiple step-downs to 0.785 %, in each case based on ratings).

The Fiscal 2025 Revolving Credit Facility also has a facility fee of 0.125 % per annum (subject to multiple step-ups to 0.25 % per annum and multiple step-downs to 0.090 % per annum, in each case, based on ratings).

The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2025 Revolving Credit Facility in accordance with individual drawn loan maturities.

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In March 2021, the Company entered into an amended and restated term credit agreement as amended on December 23, 2021 and May 23, 2023, (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $ 2.55 billion, comprised of a $ 1.0 billion tranche (“Tranche 1”) and a $ 1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”).

The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the acquisition of Itiviti and pay certain fees and expenses in connection therewith.

The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the acquisition of Itiviti Holding AB and pay certain fees and expenses in connection therewith.

Once borrowed, amounts repaid or prepaid in respect of such Fiscal 2021 Term Loans may not be reborrowed.

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At June 30, 2025, the Company is in compliance with the covenants of the indenture governing the Fiscal 2020 Senior Notes.

The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes

upon a change of control triggering event.

The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes upon a change of control triggering event.

The Company may redeem the Fiscal 2020 Senior Notes in whole or in part at any time before their maturity.

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Acquisition related contingencies 14.0 15.0

Other 78.3 35.2

Other (a) 89.3 78.3

Total $ 585.5 $ 550.9

The Company sponsors a Supplemental Officer Retirement Plan (the “Broadridge SORP”).

The Broadridge SORP is a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation.

The Broadridge SORP was closed to new participants beginning in fiscal year 2015.

The Company also sponsors a Supplemental Executive Retirement Plan (the “Broadridge SERP”).

The Broadridge SERP is also a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation.

The Broadridge SERP was closed to new participants beginning in fiscal year 2015.

(a) Includes $ 24.6 million derivative liability as of June 30, 2025 related to the Company’s cross-currency swap derivative contracts.

The derivative was in an asset position as of June 30, 2024 and was included within Other non-current assets.

Please refer to Note 12, “Other Non-Current Assets” for details.

Please refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

The Company sponsors a Supplemental Officer Retirement Plan (the “SORP”).

The SORP is a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation.

The SORP was closed to new participants beginning in fiscal year 2015.

The Company also sponsors a Supplemental Executive Retirement Plan (the “SERP”).

The SERP is also a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation.

The SERP was closed to new participants beginning in fiscal year 2015.

The SORP and SERP are effectively funded with assets held in a Rabbi Trust.

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The Rabbi Trust is irrevocable and no portion of the trust funds may be used for any purpose other than the delivery of those assets to the participants, except that assets held in the Rabbi Trust would be subject to the claims of the Company’s general creditors in the event of bankruptcy or insolvency of the Company.

The Broadridge SORP and SERP are non-qualified plans for federal tax purposes and for purposes of Title I of ERISA.

The SORP and SERP are non-qualified plans for federal tax purposes and for purposes of Title I of ERISA.

The Rabbi Trust assets had a value of $ 66.4 million at June 30, 2025 and $ 61.8 million at June 30, 2024 and are included in Other non-current assets in the accompanying Consolidated Balance Sheets.

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The 2018 Plan was approved by shareholders in November 2018 and replaced the 2007 Plan.

As of June 30, 2025, there were 5.6 million shares available for future issuance under the 2018 Plan.

The accounting for stock-based compensation requires the measurement of stock-based compensation expense to be recognized in the Consolidated Statements of Earnings based on the fair value of the award on the date of grant.

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239,902 8.46 $ 198.30

$ 200.01 to $ 215.00

26,497 8.88 $ 203.30

$ 215.01 to $ 230.00

32,136 9.36 $ 224.23

$ 230.01 to $ 243.03

289,695 9.60 $ 240.55

1,917,328 6.58 $ 157.97 $ 163.1

Exercisable Options

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58,938 8.25 $ 198.30

$ 200.01 to $ 215.00

6,623 8.88 $ 203.30

$ 215.01 to $ 230.00

15,375 9.37 $ 227.56

$ 230.01 to $ 243.03

1,185 9.60 $ 240.59

1,111,889 5.20 $ 131.63 $ 123.9

(a) Calculated using the closing stock price on the last trading day of fiscal year 2025 of $ 243.03 , less the option exercise price, multiplied by the number of instruments.

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From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs.

The Company repurchased 2.3 million shares in fiscal year 2024 under our share repurchase program as compared to no shares repurchased in fiscal year 2023 under our share repurchase program, which excludes shares withheld by the Company to cover payroll taxes on the vesting of RSU awards, which are also accounted for as treasury stock.

The Company repurchased 0.4 million shares in fiscal year 2025 under our share repurchase program as compared to 2.3 million shares repurchased in fiscal year 2024 under our share repurchase program, which excludes shares withheld by the Company to cover payroll taxes on the vesting of RSU awards, which are also accounted for as treasury stock.

The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.

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This plan provides a base contribution plus Company matching contributions on a portion of employee contributions.

The ERSP was adopted effective January 1, 2015 for those executives who are not participants in the Broadridge SORP or Broadridge SERP (defined below).

The ERSP was adopted effective January 1, 2015 for those executives who are not participants in the SORP or SERP.

The ERSP is a defined contribution plan that allows eligible full-time U.S.

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Defined Benefit Pension Plans.

The Company sponsors a Supplemental Officer Retirement Plan (the “SORP”).

The Company sponsors the SORP.

The SORP is a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation.

The SORP was closed to new participants beginning in fiscal year 2015.

The Company also sponsors a Supplemental Executive Retirement Plan (the “SERP”).

The Company also sponsors the SERP.

The SERP is also a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation.

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The Provision for income taxes and effective tax rates for the fiscal year ended June 30, 2025 were $ 219.2 million and 20.7 %, compared to $ 179.3 million and 20.4 %, for the fiscal year ended June 30, 2024, respectively.

The decrease in the effective tax rate for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023 was driven by an increase in discrete tax benefits relative to pre-tax income, primarily attributable to an ETB of $ 12.9 million for the fiscal year ended June 30, 2024 compared to $ 10.4 million for the fiscal year ended June 30, 2023.

The increase in the effective tax rate for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024 was primarily driven by an increase in pre-tax income and lower tax benefits from statutory tax incentives, which was partially offset by an increase in discrete tax benefits.

The increase in discrete tax benefits was primarily attributable to an increase in the ETB.

The Provision for income taxes and effective tax rates for the fiscal year ended June 30, 2024 were $ 179.3 million and 20.4 %, compared to $ 164.3 million and 20.7 %, for the fiscal year ended June 30, 2023, respectively.

The increase in the effective tax rate for the fiscal year ended June 30, 2023 compared to the fiscal year ended June 30, 2022 was driven by lower total discrete benefits, primarily attributable to an ETB of $ 10.4 million for the fiscal year ended June 30, 2023 compared to $ 18.1 million for the fiscal year ended June 30, 2022.

As of June 30, 2025, the Company had approximately $ 826.3 million of accumulated earnings and profits attributable to foreign subsidiaries.

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The Company has accrued approximately $ 8.0 million of foreign income and withholding taxes, state income taxes, and tax on exchange gain attributable to such earnings.

In December 2021, the OECD adopted model rules for a global framework to impose a 15% global minimum tax referred to as Pillar Two effective for tax years beginning after January 1, 2024.

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) adopted model rules for a global framework to impose a 15% global minimum tax referred to as Pillar Two effective for tax years beginning after January 1, 2024.

The OECD continues to issue additional guidance on the operation of the model rules.

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Deferred revenue 70.5 85.6

Cross Currency Swap and Treasury-Locks 7.7 —

Other 3.4 4.3

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Fixed minimum commitments remaining under the Amended and Restated IT Services Agreement at June 30, 2025 are $ 75.0 million through June 30, 2027, the final year of the Amended and Restated IT Services Agreement.

Broadridge Software Limited, a subsidiary of the Company is party to the SIS Services Agreement with Kyndryl Canada, under which Kyndryl Canada provides infrastructure managed services for the SIS Business.

The SIS Services Agreement expires on October 31, 2029.

Fixed minimum commitments remaining under the SIS Services Agreement at June 30, 2025 are $ 137.3 million through October 31, 2029, the final year of the SIS Services Agreement.

The Company is a party to an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which Kyndryl operates, manages and supports the Company’s private cloud global distributed platforms and products, and operates and manages certain Company networks.

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Plan Management claimed that Broadridge Investor Communication Solutions, Inc.

(“BRICS”) breached a marketing agreement between BRICS and Plan Management (the “Marketing Agreement”) and Mr.

(“BRICS”) breached a marketing agreement between BRICS and Plan Management and Mr.

Miller asserted a fraud claim.

The case went to trial in the second fiscal quarter of the Company’s fiscal year 2023.

The court dismissed Mr.

Miller’s fraud claim and Plan Management’s breach of contract claim went to the jury.

On December 7, 2022, the jury found that BRICS breached the Marketing Agreement and acted with gross negligence and willful misconduct.

On July 26, 2023, the trial court vacated the damages award but not the liability finding.

A new trial on damages was scheduled.

In July 2024, Broadridge agreed to settle the matter for $ 11.0 million and provided an incremental accrual of $ 10.3 million in the fourth quarter of the 2024 fiscal year.

The settlement is subject to final documentation.

In August 2024, Broadridge settled the matter for $ 11.0 million and provided an incremental accrual of $ 10.3 million in the fourth quarter of the 2024 fiscal year.

The final payment related to the settlement was made by Broadridge during the second fiscal quarter of the 2025 fiscal year, and no further liability remains.

Broadridge Customer Communications (“BRCC”) Machine Operator Claim

A law firm representing a machine operator currently employed by BRCC, a business within the ICS segment in Edgewood, New York sought compensation under the Fair Labor Standards Act and New York Labor Law on behalf of the machine operator and a proposed class of machine operators.

During the third quarter of 2024, Broadridge agreed to settle the matter for $ 9.9 million and provided an incremental accrual of $ 8.2 million.

The settlement is subject to final documentation and court approval.

During the third quarter of the 2024 fiscal year, Broadridge agreed to settle the matter for $ 9.9 million and provided an incremental accrual of $ 8.2 million.

The settlement has been approved by the court.

The payment related to the settlement was made by Broadridge during the fourth fiscal quarter of the 2025 fiscal year, and no further liability remains.

It is not the Company’s business practice to enter into off-balance sheet arrangements.

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The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments.

In January 2022, the Company executed a series of cross-currency swap derivative contracts with an aggregate notional amount of EUR 880 million which are designated as net investment hedges to hedge a portion of its net investment in its subsidiaries whose functional currency is the Euro.

In January 2022, the Company executed a series of cross-currency swap derivative contracts with an aggregate notional amount of € 880.0 million which are designated as net investment hedges to hedge a portion of its net investment in its subsidiaries whose functional currency is the Euro.

The cross-currency swap derivative contracts are agreements to pay fixed-rate interest in Euros and receive fixed-rate interest in U.S.

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Accordingly, foreign currency transaction gains or losses on the qualifying net investment hedge instruments are recorded as foreign currency translation within other comprehensive income (loss), net in the Consolidated Statements of Comprehensive Income and will remain in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets until the sale or complete liquidation of the underlying foreign subsidiary.

At June 30, 2024, the Company’s position on the cross-currency swaps was an asset of $ 59.9 million, and is recorded as part of Other non-current assets on the Consolidated Balance Sheets with the offsetting amount recorded as part of Accumulated other comprehensive income (loss), net of tax.

At June 30, 2025, the Company’s position on the cross-currency swaps was a liability of $ 24.6 million, and is recorded as part of Other non-current liabilities on the Consolidated Balance Sheets with the offsetting amount recorded as part of Accumulated other comprehensive income (loss), net of tax.

The Company has elected the spot method of accounting whereby the net interest savings from the cross-currency swaps is recognized as a reduction in interest expense in the Company’s Consolidated Statements of Earnings.

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See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments.

The primary components of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner.

Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Other rather than reflect such items in segment profit.

The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”).

The chief operating decision maker utilizes earnings before income taxes, to make decisions on resource allocation, including investment of profits, potential acquisitions, or return of capital.

The chief operating decision maker does not review assets and capital expenditures in evaluating the results of the Company’s segments, therefore such information is not presented.

Communication

Solutions Global

Solutions (a), (b) Global

Technology and

Operations Other Total

Operations (a), (b) Total Reportable Segments Corporate and Other (c) Total

(in millions)

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Revenues $ 5,113.0 $ 1,776.1 $ 6,889.1 $ — $ 6,889.1

Earnings (loss) before income taxes 950.4 173.3 ( 246.3 ) 877.4

Assets 2,522.3 5,124.9 595.2 8,242.4

Capital expenditures 39.1 13.2 5.0 57.4

Depreciation and amortization 44.7 52.8 97.5 33.2 130.7

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Amortization of other assets 39.4 113.9 153.3 17.5 170.8

Other direct expenses 3,633.2 1,105.6 4,738.8 593.4 5,332.2

Other segment items 298.8 148.7 447.5 ( 447.5 ) —

Earnings (loss) before income taxes $ 1,054.0 $ 201.4 $ 1,255.4 $ ( 196.7 ) $ 1,058.7

Year ended June 30, 2024

Revenues $ 4,857.9 $ 1,648.9 $ 6,506.8 $ — $ 6,506.8

Earnings (loss) before income taxes 811.4 183.9 ( 200.5 ) 794.9

Assets 2,433.3 5,313.9 486.0 8,233.2

Capital expenditures 28.4 3.8 6.1 38.4

Depreciation and amortization 40.1 49.4 89.5 30.3 119.8

1 unchanged sentence

Amortization of other assets 38.5 102.6 141.1 16.7 157.8

Other direct expenses 3,514.5 1,032.7 4,547.2 604.3 5,151.5

Other segment items 269.0 135.9 404.9 ( 404.9 ) —

Earnings (loss) before income taxes $ 950.4 $ 173.3 $ 1,123.7 $ ( 246.3 ) $ 877.4

Year ended June 30, 2023

Revenues $ 4,535.6 $ 1,525.2 $ 6,060.9 $ — $ 6,060.9

Earnings (loss) before income taxes 724.7 139.4 ( 191.9 ) 672.2

Assets 2,505.3 5,149.1 514.4 8,168.8

Capital expenditures 15.9 7.0 6.1 29.0

Depreciation and amortization 37.9 18.3 56.1 28.3 84.4

1 unchanged sentence

Amortization of other assets 41.1 68.3 109.3 16.9 126.2

Other direct expenses 3,356.0 973.0 4,329.0 511.9 4,840.9

Other segment items 233.7 122.9 356.5 ( 356.5 ) —

Earnings (loss) before income taxes $ 811.4 $ 183.9 $ 995.4 $ ( 200.5 ) $ 794.9

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

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

(c) The primary components of “Corporate and Other” are certain gains, losses, centrally managed activities, and non-operating expenses that have not been allocated to the reportable segments, such as interest expense.

Revenues and assets by geographic area are as follows:

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SUBSEQUENT EVENTS

On August 5, 2024, the Company’s Board of Directors increased the Company’s quarterly cash dividend by $ 0.08 per share to $ 0.88 per share, an increase in the expected annual dividend amount from $ 3.20 to $ 3.52 per share.

In July 2025, Broadridge announced the proposed acquisition of Acolin Group Holdco Limited (“Acolin”).

Acolin is a European provider of cross-border fund distribution and regulatory services.

The total purchase price is approximately $ 70 million plus an additional contingent consideration liability.

The acquisition is expected to close in the first half of Broadridge’s 2026 fiscal year, subject to customary closing conditions, including regulatory approvals.

Acolin will be included in the Company’s ICS reportable segment.

On August 4, 2025, the Company’s Board of Directors approved an increase in the Company’s quarterly cash dividend by $ 0.095 per share to $ 0.975 per share, an increase in the expected annual dividend amount from $ 3.52 to $ 3.90 per share.

The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors, and will depend upon many factors, including the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data