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and subsidiaries (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).
−Removed: We also have audited the Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO and our report dated June 30, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinions
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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Goodwill - Refer to Notes 2 and 10 to the financial statements
+Added: Digital Assets - Refer to Note 2 and Note 8 to the financial statements
Critical Audit Matter Description
−Removed: The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.
−Removed: The Company determines the fair value of its reporting units using the income approach, which considers a discounted future cash flow analysis using various assumptions, including projections of revenues based on assumed long-term growth rates and projections of earnings before interest and taxes, estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital.
−Removed: The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, and the selection of the terminal value growth rate and discount rate assumptions.
−Removed: During fiscal year 2025, the Company performed the required impairment tests of goodwill and determined that there was no impairment.
−Removed: The Company also performed a sensitivity analysis under Step 1 of the goodwill impairment test assuming hypothetical reductions in the fair values of the reporting units.
−Removed: A 10% change in their estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in their calculations of the fair values of the reporting units would not result in an impairment of their goodwill.
−Removed: Auditing the fair value of a reporting unit within the Global Technology Operations (GTO) segment involved a high degree of subjectivity, including the need to involve our fair value specialists, as it relates to evaluating whether management’s judgments in determining whether the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, selection of terminal value growth rates and the weighted-average cost of capital used to determine the discount rates were appropriate.
+Added: The Company recognizes Canton Coins, which are digital assets earned through its role as a Validator and Super Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure, as a component of Other non-current assets on the Consolidated Balance Sheets.
+Added: The Company generally holds the Canton Coins on its balance sheet for investment purposes and accounts for these digital assets at fair value with changes in fair value recognized in net income in accordance with ASC 350-60, Crypto Assets.
+Added: As of June 30, 2026, the fair value of the Company’s digital assets was $216 million.
+Added: We identified digital assets as a critical audit matter due to the nature and extent of audit effort required to obtain sufficient appropriate audit evidence to address the risks of material misstatement related to the existence and rights and obligations of digital assets.
+Added: Additionally, we identified the accounting treatment of the digital assets and their presentation and disclosure as a critical audit matter due to the complexity and subjectivity of the transactions discussed in Note 2 and Note 8 to the financial statements.
How this Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, selection of the terminal value growth rates and weighted-average cost of capital used to determine the discount rates for a reporting unit within the GTO segment included the following, among others:
−Removed: • We tested the effectiveness of controls over goodwill, including those over the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, and the selection of the terminal value growth rates and weighted-average cost of capital used to determine the discount rates.
−Removed: • We performed a sensitivity analysis on the projected future operating cash flows to determine what revenue and earnings before interest and taxes growth rates are needed to cause an impairment for certain of the reporting units.
−Removed: • We evaluated the reasonableness of management’s projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues by comparing to (1) historical results for the reporting unit, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases, analyst and industry reports of the Company and companies in its peer group.
−Removed: • We considered the impact of changes in the regulatory environment, uncertainty in the market, and economic conditions on management’s forecasts.
−Removed: • With the assistance of our fair value specialists, we evaluated the discount rate and terminal value growth rate for the reporting unit, including testing the underlying source information and the mathematical accuracy of the calculations by developing a range of independent estimates and comparing those to the discount and terminal value growth rates selected by management.
+Added: Our audit procedures performed to address this critical audit matter included the following, among others:
+Added: • With assistance of professionals in our firm having expertise in accounting for digital assets, we evaluated the Company’s accounting analysis and disclosure of Canton Coins being within the scope of ASC 350-60, certain revenue recognition conclusions for services performed as a Validator and Super Validator, and transactions related to the private placement in public equity offering.
+Added: We tested selected digital asset transactions to validate these conclusions.
+Added: • We evaluated the design and tested the operating effectiveness of certain internal controls over digital assets.
+Added: • We involved IT professionals with specialized skills in blockchain technology to assist in evaluating certain internal controls over the Company’s private key management process such as controls related to physical access, key generation, and segregation of duties across the processes.
+Added: • We obtained evidence of the Company’s control of the private cryptographic keys required to access digital assets by observing the movement of selected digital assets to verify the Company’s ability to initiate transfers on the Canton Network’s public-permissioned blockchain.
+Added: • We obtained a confirmation response verifying the Company’s Canton Coin holdings to confirm the existence of the digital assets at period-end.
+Added: • We compared the Company’s record of digital asset transactions to information recorded on the public-permissioned blockchain using our proprietary audit tool and evaluated the relevance and reliability of the information from the Canton Network’s public-permissioned blockchain data used as audit evidence.
/s/ D ELOITTE & T OUCHE LLP
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Interest expense, net (Note 5) ( 99.9 ) ( 122.7 ) ( 138.1 )
−Removed: Other non-operating expenses, net ( 7.1 ) ( 1.7 ) ( 6.0 )
+Added: Other non-operating income (expenses), net 245.2 ( 7.1 ) ( 1.7 )
Earnings before income taxes 1,445.8 1,058.7 877.4
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Deferred income taxes 105.8 ( 5.2 ) ( 119.7 )
+Added: Digital assets change in fair market value ( 231.4 ) — —
Other ( 41.8 ) ( 24.4 ) ( 57.7 )
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Comprehensive income (loss) — — — 1,124.3 — ( 11.2 ) 1,113.0
+Added: Cumulative effect of change in accounting principle (a) — 18.4 — — 18.4
Stock option exercises — — 21.6 — — — 21.6
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Balances, June 30, 2026 154.5 $ 1.6 $ 1,771.2 $ 4,553.6 $ ( 3,201.7 ) $ ( 284.1 ) $ 2,840.5
+Added: (a) Reflects the adoption of accounting standard (ASU No.
+Added: 2023-08) as described in Note 2, “Summary of Significant Accounting Policies.
Amounts may not sum due to rounding.
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Broadridge Financial Solutions, Inc.
−Removed: (“Broadridge” or the “Company”), a Delaware corporation and a part of the S&P 500 ® Index, is a global financial technology leader powering investing, corporate governance, and communications to enable our clients to operate, innovate, and grow.
−Removed: We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds.
+Added: (“Broadridge” or the “Company”), a Delaware corporation, is a global financial technology leader powering investing, corporate governance, and communications.
+Added: We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds, that enable our clients to operate, innovate and grow.
The principal markets in which the Company operates are located in North America and Europe.
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Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.
−Removed: 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.
−Removed: 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.
+Added: Through our Regulatory Solutions, Broadridge handles the entire proxy materials distribution and voting process for our bank, broker-dealer, corporate issuer and fund clients.
+Added: 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.
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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.
−Removed: 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.
−Removed: 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.
+Added: In addition, Broadridge provides international corporate governance solutions that address its clients’ needs across Europe, the Middle East and Africa, and the Asia-Pacific region.
+Added: These solutions include institutional and retail global proxy services for financial intermediaries, as well as shareholder disclosure management, data and analytics for both financial intermediaries and corporate issuers.
+Added: For asset managers, broker-dealers, and retirement service providers, Broadridge provides a full range of data-driven analytics solutions that operate globally and provide data to power investment product distribution data and predictive modeling, provide insights and research to enable asset managers to optimize product distribution across retail and institutional channels, and automate important tasks such as fund registration, commission payments and compliance monitoring.
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.
−Removed: 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.
+Added: Broadridge also 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.
−Removed: 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.
+Added: Broadridge also provides a range of corporate solutions that revolve around shareholder meetings and proxy, corporate governance, 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Through one point of integration, the Broadridge Communications Cloud SM platform helps companies create, deliver, and manage their communications and customer engagement.
−Removed: 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.
+Added: Broadridge also supports clients across financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with omni-channel customer communications management solutions.
+Added: Broadridge’s capabilities span transactional communications, such as statements and bills, marketing communications, including personalized campaigns and microsites, and regulatory communications, such as trade confirmations and explanations of benefits.
• Global Technology and Operations - Broadridge’s Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets.
−Removed: 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.
+Added: Broadridge offers capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs across both traditional and tokenized assets.
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.
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In addition, Broadridge provides business process outsourcing services for its buy- and sell-side clients’ businesses.
−Removed: 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.
−Removed: Broadridge’s capital markets platform and solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.
−Removed: 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.
−Removed: Broadridge’s front-office solutions, post-trade product suite and other capital markets capabilities enable its clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.
−Removed: 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.
−Removed: Provided on a SaaS basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 90 markets.
+Added: These services combine Broadridge’s technology, including agentic AI, 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.
+Added: Broadridge’s capital markets platform and solutions deliver simplification and innovation across the full trade lifecycle, from order initiation to settlement.
+Added: Broadridge’s technology is a global solution, processing clearance and settlement across more than 100 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.
+Added: Through Broadridge’s Trading and Connectivity Solutions business, Broadridge provides technology-driven trading and connectivity solutions that enable global capital markets participants to connect and trade.
+Added: Broadridge’s front-office solutions, post-trade product suite and other capital markets capabilities enable its clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.
+Added: Broadridge’s Post-Trade Processing solutions provide a multi-entity, multi-currency back-office platform serving institutional, correspondent clearing, proprietary trading, prime brokerage, custody and primary dealer clients.
+Added: The platforms support real-time processing across a broad range of asset classes, including equities, ETFs, options, mutual funds, U.S.
+Added: Treasuries, agencies, corporate and municipal bonds, mortgage backed securities, structured products, and foreign exchange.
+Added: In addition, our distributed ledger repo solution (“DLR”) uses blockchain-enabled distributed ledger technology and smart contracts to automate end-to-end repo lifecycle processing.
+Added: This in turn drives greater liquidity, collateral mobility, and operational efficiency while driving cost savings for our clients.
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.
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Amounts presented may not sum due to rounding.
−Removed: Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Financial Instruments.
−Removed: Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments.
+Added: Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instruments.
The carrying value of the Company’s long-term fixed-rate senior notes represent the face value of the long-term fixed-rate senior notes net of the unamortized discount and net of the associated unamortized debt issuance cost.
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Refer to Note 15, “Borrowings,” for a further description of the Company’s long-term fixed-rate senior notes as well as Note 8, “Fair Value of Financial Instruments” for additional details on the fair value of the Company’s financial instruments.
−Removed: In addition, refer to Note 19, “Contractual Commitments, Contingencies, and Off-Balance Sheet Arrangements” for details on the Company’s cross-currency swap derivative contracts which are carried at fair value.
+Added: In addition, refer to Note 7, “Derivative Instruments” for details on the Company’s cross-currency swap derivative contracts which are carried at fair value.
Property, Plant and Equipment.
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Refer to Note 8, “Fair Value of Financial Instruments” for additional details on the fair value of the Company’s securities.
+Added: Other current assets.
+Added: Other current assets in the Consolidated Balance Sheets includes inventories of $ 35.1 million and $ 32.1 million at June 30, 2026 and 2025, respectively, consisting of forms and envelopes used in the mailing of proxy and other materials to our customers.
Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market.
−Removed: Inventory balances of $ 32.1 million and $ 30.5 million, consisting of forms and envelopes used in the mailing of proxy and other materials to our customers, are reflected in Other current assets in the Consolidated Balance Sheets at June 30, 2025 and 2024, respectively.
+Added: In addition, Other current assets also includes prepaid items of $ 158.4 million and $ 132.0 million at June 30, 2026 and 2025, respectively.
Deferred Client Conversion and Start-Up Costs.
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This estimate includes (i) projected future client revenues, including variable revenues, offset by an estimate of conversion costs including an estimate of onboarding costs as well as ongoing operational costs, and (ii) an estimate of the expected client life.
−Removed: This is also the basis for which the Company assesses such costs for impairment.
+Added: This is also the basis for how the Company assesses such costs for impairment.
Refer to Note 12, “Deferred Client Conversion and Start-up Costs” for a further description of the Company’s Deferred client conversion and start-up costs.
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Deferred Data Center Costs.
−Removed: Data center costs relate to conversion costs associated with our principal data center systems and applications.
+Added: Deferred data center costs relate to conversion costs associated with our principal data center systems and applications.
Costs directly related to the activities necessary to make the data center usable for its intended purpose are deferred and amortized over the life of the contract on a straight-line basis commencing on the date the data center has achieved full functionality.
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Treasury yield curve in effect at the time of grant.
−Removed: The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data.
−Removed: The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.
+Added: The expected life of the stock option grants is derived from the historical settlement data combined with a hypothetical settlement assumption for outstanding options and represents the period of time that options granted are expected to be outstanding.
For restricted stock units, the fair value of the award is based on the current fair value of the Company’s stock on the date of grant less the present value of future expected dividends discounted at the risk-free-rate derived from the U.S.
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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.
−Removed: Pursuant to provisions under the Inflation Reduction Act, the Company purchased transferable federal tax credits during fiscal year 2025.
−Removed: Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended June 30, 2025.
+Added: The Company’s policy with respect to interest and penalties related to uncertain tax benefits is to recognize them as a component of the Provision for income taxes.
+Added: Pursuant to provisions under the Inflation Reduction Act, the Company purchased transferable federal tax credits during fiscal years 2026 and 2025.
+Added: Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the years ended June 30, 2026 and 2025.
Purchased tax credits that will offset the current income tax liability are recorded as an adjustment to income taxes payable or refundable.
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Certain provisions are effective for Broadridge beginning with the fiscal year ending June 30, 2026.
−Removed: We are evaluating the future impact of these tax law changes on our financial statements.
+Added: We have evaluated the current and future impact of these tax law changes.
+Added: The changes result in a reduction to cash payments for income taxes but no material impact on the Company’s effective tax rate.
Refer to Note 19, “Income Taxes” for a further description of the Company’s income taxes.
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Our largest single client in each of our fiscal years 2026, 2025 and 2024 accounted for approximately 7 %, 7 %, and 8 % of our consolidated revenues.
+Added: Derivative Instruments.
+Added: The Company does not generally enter into off-balance sheet arrangements in the ordinary course of business.
+Added: However, the Company is exposed to market risk arising from changes in foreign currency exchange rates and interest rates that could affect its financial position, results of operations, and cash flows.
+Added: The Company manages these exposures through its regular operating and financing activities and, when deemed appropriate, using derivative financial instruments.
+Added: Derivative financial instruments are entered with creditworthy institutions and are used solely for risk management purposes and not for trading or speculative purposes.
+Added: Derivative instruments are recognized gross on the Consolidated Balance Sheets as either assets or liabilities measured at fair value.
+Added: For derivatives designated as fair value hedges, changes in the fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the same line item in current period earnings.
+Added: For derivatives designated as net investment hedges, changes in the fair value of the derivative, net of tax, are recorded as foreign currency translation within in Other comprehensive income (loss), net in the Consolidated Statements of Comprehensive Income and will remain in Accumulated other comprehensive income (loss), net in the Consolidated Balance Sheets until the sale or complete liquidation of the underlying foreign subsidiary.
+Added: For derivatives designated as cash flow hedges, changes in the fair value of the derivative are recorded in other comprehensive income (loss).
+Added: Upon settlement of the derivative, amounts deferred in Accumulated other comprehensive income (loss) are reclassified to interest expense over the periods in which the hedged interest payments affect earnings.
+Added: For derivatives designated as hedges, the Company assesses hedge effectiveness on an ongoing basis.
+Added: Refer to Note 7, “Derivative Instruments” for further details regarding the Company’s derivative instrument holdings.
+Added: Digital Assets.
+Added: As part of its investment in its Distributed Ledger Repo solution, the Company has engaged with the Canton Network’s decentralized interoperability structure.
+Added: Beginning in the fourth quarter of fiscal year 2024, the Company performs services as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure.
+Added: The Canton Network is a public-permissioned blockchain network designed with privacy and controls to facilitate the exchange of regulated financial assets.
+Added: The Canton Network’s Global Synchronizer includes a utility token, a digital asset called the Canton Coin, which is used to pay traffic fees for using the Global Synchronizer.
+Added: The Company earns Canton Coins for its function as a Super Validator and Validator on the Canton Network.
+Added: As discussed in the “New Accounting Pronouncements” section of this note, the Company adopted ASU No.
+Added: 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):
+Added: Accounting for and Disclosure of Crypto Assets” during the first quarter of fiscal year 2026, which requires entities to measure crypto assets that meet specific criteria at fair value.
+Added: Prior to the adoption of ASU No.
+Added: 2023-08 in the first quarter of fiscal year 2026, the Company held the Canton Coins on its Balance Sheet at their cost basis, which was immaterial, for investment purposes and to pay any fees associated with its Canton Network activity.
+Added: During the first quarter of 2026, the Company began converting the coins to cash nearly immediately after they were earned and continued to do so periodically throughout the second fiscal quarter of 2026.
+Added: The cost basis of the Canton Coins received is initially recorded at fair value on the date of receipt as a component of Other non-current assets on the Consolidated Balance Sheets and Revenue on the Statements of Earnings within the Company’s GTO reportable segment.
+Added: Beginning in the first quarter of fiscal year 2026, in accordance with ASU No.
+Added: 2023-08, the Canton Coins are then remeasured to fair market value at the end of each reporting period, through an adjustment to unrealized gain/(loss), included as a component of Other non-operating income (expenses), net on the Consolidated Statements of Earnings within Corporate and Other.
+Added: The Company employs the specific identification method to determine the cost basis of the Canton Coins sold for the computation of gains and losses on their disposal or sale.
+Added: Realized gains (losses) on sale of Canton Coins, if applicable, are included as a component of Other non-operating income (expenses), net in the Consolidated Statements of Earnings within Corporate and Other.
+Added: In March 2026, the Canton Network approved a framework under which Super Validators may voluntarily lock a specified percentage of their aggregate lifetime earned Canton Coins to maintain the level at which the Company earns Canton Coins (“Super Validator Weight”).
+Added: The amount of Super Validator Weight assigned to a participant is based on the percentage of lifetime Canton Coins that remain actively locked.
+Added: The framework applies to both historical and future earned Canton Coins, and the required lock thresholds decline over time and are scheduled to end in mid-2029.
+Added: Super Validators can unlock tokens at any time.
+Added: Once unlocked, tokens are released gradually over a year.
+Added: The Company has elected to lock 70 % of the lifetime and future earned Canton Coins, which allows it to retain its current Super Validator Weight.
+Added: Refer to Note 8, “Fair Value of Financial Instruments” for details regarding the Company’s digital asset holdings.
New Accounting Pronouncements.
Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU No.
−Removed: 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.
−Removed: 2023-07 was effective for the Company in the fourth quarter of fiscal year 2025.
−Removed: The amendments in this ASU were applied on a retrospective basis to all prior periods presented in the financial statements.
+Added: In December 2023, the FASB issued ASU 2023-08, “Intangibles—Goodwill and Other-Crypto Assets (Subtopic 350-60):
+Added: Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”), which addresses the accounting and disclosure requirements for certain crypto assets.
+Added: 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.
+Added: The Company adopted ASU 2023-08 during the first quarter of fiscal year 2026, which resulted in a cumulative-effect increase in the opening balance of retained earnings of $ 24.5 million, or $ 18.4 million net of tax.
+Added: Refer to the Digital Assets section of this note for details regarding the Company’s digital asset holdings.
+Added: In March 2024, the FASB issued ASU No.
+Added: 2024-01, “Compensation—Stock Compensation—Scope Application of Profits Interest and Similar Awards” (“ASU No.
+Added: 2024-01”), which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718 or another accounting standard.
+Added: The Company adopted ASU No.
+Added: 2024-01 during the first quarter of fiscal year 2026.
+Added: This guidance did not have a material impact on the Company’s Consolidated Financial Statements.
+Added: In July 2025, the FASB issued ASU No.
+Added: 2025-05, “Financial Instruments—Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which permits entities to elect a practical expedient to assume current conditions as of the balance sheet date will not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses.
+Added: The Company adopted ASU No.
+Added: 2025-05 during the third quarter of fiscal year 2026.
+Added: The use of the practical expedient did not have a material impact on its consolidated financial statements.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU No.
+Added: 2023-09”), which requires an entity to annually disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.
+Added: Effective July 1, 2025, the Company adopted ASU No.
+Added: 2023-09 on a prospective basis.
The adoption of ASU No.
−Removed: 2023-07 impacted disclosures only.
−Removed: Refer to Note 21, “Financial Data by Segment”.
+Added: 2023-09 impacted disclosures only with no impact to the Company’s Consolidated Balance Sheets or Consolidated Statement of Earnings, Comprehensive Income, Equity, or Cash Flows.
Recently Issued Accounting Pronouncements
6 unchanged sentences
Upon adoption, this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.
−Removed: In March 2024, the FASB issued ASU No.
−Removed: 2024-01, “Compensation—Stock Compensation - Scope Application of Profits Interest and Similar Awards” (“ASU No.
−Removed: 2024-01”), which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718 or another accounting standard.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software” (“ASU No.
+Added: 2025-06”), which removes all references to sequential software development project stages and establishes new capitalization criteria.
+Added: In order for capitalization to begin under the new guidance, management must authorize and commit to funding a project and meet a probable-to-complete recognition threshold.
+Added: In evaluating whether the probable-to-complete recognition threshold has been met, management is required to consider whether there is a significant development uncertainty associated with the software project.
+Added: The amendments in this ASU may be applied using (1) a prospective transition approach applying the guidance to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects, (2) a retrospective transition approach by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings, or (3) a modified transition approach applying the amendments on a prospective basis to new software costs incurred except for in-process projects that, as of the date of adoption the entity determines do not meet the capitalization requirements under the new guidance.
2025-06 is effective for the Company in the first quarter of fiscal year 2029.
−Removed: Early adoption of the amendments is permitted.
−Removed: Upon adoption, this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.
−Removed: In December 2023, the FASB issued ASU No.
−Removed: 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU No.
−Removed: 2023-09”), which requires an entity to annually disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.
−Removed: 2023-09 is effective for the Company in the fourth quarter of fiscal year 2026.
+Added: Early adoption is permitted.
+Added: The Company is currently assessing the impact that the adoption of ASU 2025-06 will have on the Company’s Consolidated Financial Statements.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”, which refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting.
+Added: The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract.
+Added: 2025-07 is effective for the Company in the first quarter of fiscal year 2027.
+Added: The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) modified retrospectively to any or all prior periods presented in the financial statements.
Early adoption of the amendments is permitted.
The Company is currently assessing the impact that the adoption of ASU No.
−Removed: 2023-09 will have on its Consolidated Financial Statements.
−Removed: In December 2023, the FASB issued ASU 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):
−Removed: Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”), which addresses the accounting and disclosure requirements for certain crypto assets.
−Removed: 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.
−Removed: ASU 2023-08 is effective for the Company in the first quarter of fiscal year 2026.
−Removed: The Company is currently assessing the impact that the adoption of ASU 2023-08 will have on the Company’s Consolidated Financial Statements.
−Removed: 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”.
−Removed: 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.
−Removed: The current cost basis of the crypto assets is immaterial.
+Added: 2025-07 will have on the Company’s Consolidated Financial Statements.
+Added: In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements”, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S.
+Added: generally accepted accounting principles.
+Added: Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements.
+Added: 2025-11 is effective for the Company in the first quarter of fiscal year 2029.
+Added: 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.
+Added: Early adoption of the amendments is permitted.
+Added: The adoption of ASU 2025-11 is not expected to have a material impact on the Company’s Consolidated Financial Statements.
+Added: In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)”, which establishes a new accounting model for environmental credits and environmental credit obligations.
+Added: The amendments provide recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations.
+Added: 2026-02 is effective for the Company in the first quarter of fiscal year 2029.
+Added: The Company is currently evaluating the impact that the adoption of ASU 2026-02 will have on the Company’s Consolidated Financial Statements.
REVENUE RECOGNITION
6 unchanged sentences
Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues.
−Removed: Distribution revenues primarily include revenues related to the physical mailing and distribution of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Broadridge Retirement and Workplace administrative services.
+Added: Distribution revenues primarily include revenues related to the physical mailing and distribution of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as administrative services related to the Company’s fund processing solutions.
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Revenue Recognition policy.
+Added: For the fiscal years ended June 30, 2026, the Company recognized revenue of 16.5 million as a result of its performance of services related to the Canton Network, which is included in Capital Markets revenues.
Years ended June 30,
32 unchanged sentences
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.
+Added: During the fiscal year ended June 30, 2026, contract assets decreased primarily due to a difference between the timing of billing and the revenue recognition of software term license revenues, while contract liabilities decreased primarily as a result of the delivery of a software term license to a client, with an equal and offsetting impact to the Company’s internal use software assets.
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.
−Removed: 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 $ 299.6 million of revenue during the fiscal year ended June 30, 2026 that was included in the contract liability balance as of June 30, 2025.
24 unchanged sentences
The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.
+Added: Acquired Goodwill in connection with these acquisitions represents expected synergies from the combined operations.
Pro forma information for these acquired businesses is not provided because they did not have a material effect, individually or in the aggregate, on the Company’s consolidated results of operations.
+Added: Refer to Note 8,” Fair Value of Financial Instruments” and Note 11, “Goodwill and Intangible Assets, Net” for further details on goodwill, intangible assets, and contingent consideration.
+Added: FISCAL YEAR 2026 BUSINESS COMBINATIONS
+Added: In April 2026, the Company acquired CQG, Inc.
+Added: CQG is a Denver-based execution management system provider to futures and options market participants.
+Added: CQG is included in the Company’s GTO reportable segment.
+Added: The aggregate purchase price included consideration transferred of $ 173.0 million in cash ($ 161.7 million net of cash acquired), $ 12.0 million in deferred payments, and contingent consideration with a maximum potential payout of $ 50.0 million.
+Added: The contingent consideration is payable through fiscal year 2029 upon the achievement by the acquired business of certain defined revenue targets.
+Added: Net tangible liabilities assumed in the transaction were $ 1.5 million and contingent liabilities incurred were valued at $ 28.0 million.
+Added: The acquisition resulted in $ 77.7 million of Goodwill, which is tax deductible.
+Added: Intangible assets acquired, which totaled $ 125.5 million, consist primarily of customer relationships and software technology, which are being amortized over a seven-year and five-year life, respectively.
+Added: In January 2026, the Company acquired Acolin Group Holdco Limited (“Acolin”).
+Added: Acolin is a European provider of cross-border fund distribution and regulatory services.
+Added: Acolin is included in the Company’s ICS reportable segment.
+Added: The aggregate purchase price included consideration transferred of $ 70.2 million in cash ($ 65.4 million net of cash acquired), $ 2.4 million in deferred payments, and contingent consideration with a fair value of $ 16.9 million.
+Added: The contingent consideration is payable through fiscal year 2027 based upon a percentage of eligible revenues achieved.
+Added: Net tangible liabilities assumed in the transaction were $ 10.7 million.
+Added: This acquisition resulted in $ 73.9 million of Goodwill, which is not tax deductible.
+Added: Intangible assets acquired, which totaled $ 21.4 million, consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and a five-year life, respectively.
+Added: In September 2025, the Company acquired all of the ownership interests of LDI-MAP, LLC (“iJoin”), a retirement plan technology provider specializing in participant onboarding, engagement, and analytics solutions for the retirement industry.
+Added: iJoin is included in the Company’s ICS reportable segment.
+Added: The aggregate purchase price included consideration transferred of $ 31.9 million in cash ($ 31.9 million net of cash acquired), $ 3.5 million in deferred payments, and contingent consideration with a fair value of $ 8.5 million.
+Added: The contingent consideration is payable through fiscal year 2028 based upon a percentage of eligible revenues achieved.
+Added: Net tangible assets acquired in the transaction were $ 0.1 million.
+Added: This acquisition resulted in $ 24.1 million of Goodwill, which is tax deductible.
+Added: Intangible assets acquired, which totaled $ 19.7 million, consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and a five-year life, respectively.
+Added: In August 2025, the Company acquired Signal Agency Limited (“Signal”), a UK-based provider of design, technology and consulting services that support omni-channel communications for financial services and other firms.
+Added: Signal is included in the Company’s ICS reportable segment.
+Added: The aggregate purchase price included consideration transferred of $ 25.0 million in cash ($ 23.9 million net of cash acquired) and $ 2.7 million in deferred payments.
+Added: Net tangible liabilities acquired in the transaction were $ 3.4 million.
+Added: This acquisition resulted in $ 19.9 million of goodwill, which is not tax deductible, and $ 10.1 million of intangible assets, which consist of customer relationships and software technology, which are being amortized over a five-year life.
+Added: The allocation of the purchase price is based on preliminary estimates of the fair value of assets acquired and liabilities assumed.
+Added: The Company is currently evaluating these fair values, and such estimates are subject to revision as additional information becomes available.
+Added: The Company will finalize the purchase price allocation as soon as practicable within the measurement period, which will not exceed one year from the acquisition date.
FISCAL YEAR 2025 BUSINESS COMBINATION
3 unchanged sentences
• Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a ten -year life.
−Removed: • 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.
5 unchanged sentences
Aggregate purchase price
−Removed: During the three months ended September 30, 2024, there was also an immaterial acquisition with an aggregate purchase price of $ 8.0 million.
+Added: During the fiscal year ended June 30, 2025, there was also an immaterial acquisition with an aggregate purchase price of $ 9.9 million in cash ($ 8.0 million net of cash acquired).
FISCAL YEAR 2024 BUSINESS COMBINATION
2 unchanged sentences
AdvisorTarget is included in the Company’s ICS reportable segment.
−Removed: The aggregate purchase price included $ 34.3 million in cash, $ 0.2 million in deferred payments, $ 1.6 million for the settlement of a preexisting relationship, and contingent consideration with a maximum potential pay-out of $ 30.5 million.
+Added: The aggregate purchase price included consideration transferred of $ 34.7 million in cash ($ 34.3 million net of cash acquired), $ 0.2 million in deferred payments, $ 1.6 million for the settlement of a preexisting relationship, and contingent consideration with a remaining maximum potential pay-out of $ 24.0 million as of June 30, 2026.
The contingent consideration is payable through fiscal year 2028 upon the achievement by the acquired business of certain defined revenue targets.
−Removed: 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.
+Added: After measurement period adjustments, net tangible liabilities assumed in the transaction were $ 0.8 million, and contingent liabilities incurred were initially 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.
−Removed: During the fiscal year ended June 30, 2023, there were no material acquisitions.
+Added: DERIVATIVE INSTRUMENTS
+Added: The following table presents the fair values of all derivative instruments included in the Consolidated Balance Sheets on a gross basis.
+Added: Asset Liability Asset Liability
+Added: (in millions)
+Added: Fair Value Hedge (a)
+Added: $ — $ 2.9 $ — $ —
+Added: Net Investment Hedge (b)
+Added: Total designated derivatives $ 0.1 $ 2.9 $ — $ 24.6
+Added: (a) The Fair Value Hedge has an aggregate notional value of $ 500.0 million at June 30, 2026.
+Added: The Fair Value Hedge liability is included in Other non-current liabilities on the Company’s Consolidated Balance Sheets as of June 30, 2026.
+Added: (b) The Net Investment Hedge has an aggregate notional value of € 880.0 million at June 30, 2026 and June 30, 2025.
+Added: The Net Investment Hedge asset is included in Other non-current assets and Other non-current liabilities on the Company’s Consolidated Balance Sheets as of June 30, 2026 and June 30, 2025, respectively.
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Derivatives policy.
+Added: Fair Value Hedge
+Added: The Company is exposed to interest rate risk in connection with our long-term debt portfolio.
+Added: In May 2026, the Company executed interest rate swap agreements which were accounted for as fair value hedges that swap fixed for variable rate interest to hedge changes in the fair value of the fixed rate 2036 Senior Notes.
+Added: Accordingly, variable rate interest expense on the fair value hedge is recorded within Interest expense, net in the Consolidated Statements of Earnings.
+Added: Cash flows associated with the floating interest from the Company’s fair value hedges are reported in cash flows from operating activities in the Consolidated Statement of Cash Flows.
+Added: Net changes in the fair value of the interest rate swaps, along with the offsetting change in the fair value of the hedged notes, were recognized in Interest expense, net within the Consolidated Statements of Earnings.
+Added: For the period ended June 30, 2026, the Company’s reduction of Interest expense, net associated with the fair value hed ge was $ 0.1 million.
+Added: Net Investment Hedge
+Added: In January 2022, the Company entered into cross-currency swap derivative contracts which are designated as net investment hedges to hedge a portion of its net investment in its subsidiaries whose functional currency is the Euro.
+Added: The cross-currency swap derivative contracts are agreements to pay fixed-rate interest in Euros and receive fixed-rate interest in U.S.
+Added: Dollars, thereby effectively converting a portion of the Company’s U.S.
+Added: Dollar denominated fixed-rate debt into Euro denominated fixed-rate debt.
+Added: The cross-currency swaps mature in May 2031 to coincide with the maturity of the Fiscal 2021 Senior Notes.
+Added: 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.
+Added: For the periods ended June 30, 2026, 2025, and 2024, the Company’s pre-tax net unrealized gains and (losses) associated with the net investment hedge recognized in Other comprehens ive income (loss) were $ 24.7 million, $( 84.5 ) million, and $( 6.8 ) million, resp ectively.
+Added: Cash Flow Hedge
+Added: In May 2021, the Company settled a forward treasury lock agreement that was designated as a cash flow hedge, for a pre-tax loss of $ 11.0 million, after which the final settlement loss is being amortized into Interest expense, net ratably over the 10-year term of the Fiscal 2021 Senior Notes.
+Added: The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $ 1.1 million.
FAIR VALUE OF FINANCIAL INSTRUMENTS
7 unchanged sentences
These calculations take into consideration the credit risk of both the Company and its counterparties.
−Removed: The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
+Added: Unless otherwise noted below, the Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
The fair values of contingent consideration obligations are based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria.
The measurement is based on significant inputs that are not observable in the market, therefore, the Company classifies this liability as Level 3 in the table below.
+Added: The determination of the fair value of the Company’s digital assets is discussed below.
The following tables set forth the Company’s financial assets and liabilities at June 30, 2026 and 2025, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:
1 unchanged sentence
(in millions)
+Added: Cash and cash equivalents:
+Added: Money market funds $ 7.7 $ — $ — $ 7.7
Other current assets:
3 unchanged sentences
Derivative asset — 0.1 — 0.1
+Added: Pre-funded warrants — 31.6 — 31.6
+Added: Digital assets 216.1 — — 216.1
Total assets as of June 30, 2026
+Added: $ 457.2 $ 31.6 $ — $ 488.8
Derivative liability $ — $ 2.9 $ — $ 2.9
1 unchanged sentence
Total liabilities as of June 30, 2026
+Added: $ — $ 2.9 $ 59.9 $ 62.7
Level 1 Level 2 Level 3 Total
4 unchanged sentences
Securities (a) 195.2 — — 195.2
−Removed: Derivative asset — 59.9 — 59.9
Total assets as of June 30, 2025
+Added: $ 195.9 $ — $ — $ 195.9
+Added: Derivative liability $ — $ 24.6 $ — $ 24.6
Contingent consideration obligations — — 14.0 14.0
Total liabilities as of June 30, 2025
−Removed: (a) Includes investments related to the Company’s Defined Benefit Pension Plans and Executive Retirement and Savings Plan (the “ERSP”).
−Removed: In addition, the Company has non-marketable securities with a carrying amount of $ 60.5 million as of June 30, 2025 and $ 58.3 million as of June 30, 2024 that are classified as Level 2 financial assets and included as part of Other non-current assets on the Consolidated Balance Sheets.
−Removed: The following table sets forth an analysis of changes during fiscal years 2025 and 2024 in Level 3 financial liabilities of the Company:
+Added: $ — $ 24.6 $ 14.0 $ 38.6
+Added: (a) Includes investments related to the Company’s Defined Benefit Pension Plans, Executive Retirement and Savings Plan (the “ERSP”) and shares of CNTN stock.
+Added: In addition, the Company has non-marketable securities with a carrying amount of $ 108.4 million as of June 30, 2026 and $ 60.5 million as of June 30, 2025, respectively, that to the extent they have been remeasured during the period are classified as Level 2 financial assets and included as part of Other non-current assets on the Consolidated Balance Sheets.
+Added: Digital Assets
+Added: Beginning in the fourth quarter of fiscal year 2024, the Company began to earn Canton Coins for its function as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure.
+Added: Prior to the first quarter of fiscal year 2026, the Company held the Canton Coins on its Balance Sheet for investment purposes and to pay any fees associated with its Canton Network activity.
+Added: During the first quarter of fiscal year 2026, the Company began converting the coins to cash nearly immediately after they were earned and continued to do so periodically throughout the second fiscal quarter of 2026.
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” for details regarding the Canton Network and the Company’s Canton Coin holdings.
+Added: The following table presents the Company’s Canton Coin holdings as of June 30, 2026:
+Added: June 30, 2026
+Added: Quantity of Coins Cost Basis Fair Value
($ in millions)
+Added: Canton Coins (a)
+Added: 1.5 billion $ 13.3 $ 216.1
+Added: (a) As of June 30, 2026, the Company was restricted from transferring a total of 1.3 billion Canton Coins valued at $ 189.9 million as a result of its election under the Canton Coin lockup framework described in Note 2, “Summary of Significant Accounting Policies”.
+Added: Prior to the second fiscal quarter of 2026, Canton Coins were classified as Level 3 within the fair value hierarchy because the valuation required assumptions that were both significant and unobservable.
+Added: During the quarter ended December 31, 2025, the Company’s digital asset holdings were transferred from Level 3 to Level 1 as Canton Coins were listed on several public exchanges, and therefore quoted market prices in active markets were available.
+Added: As of June 30, 2026, the Company’s Canton Coin holdings were measured at fair value based on quoted market prices from the Company’s principal market.
+Added: Canton Digital Asset Treasury
+Added: During the second quarter of fiscal year 2026, Broadridge contributed 342 million of its Canton Coins with a total fair value of $ 53.1 million at the time of the transaction for 17.3 million pre-funded common stock purchase warrants (the “Warrants”) representing an interest in Canton Strategic Holdings, Inc.
+Added: (“CNTN”), formerly Tharimmune, Inc., in conjunction with a private placement in public equity offering.
+Added: Upon exercise, the Warrants entitle the Company to receive an equal number of shares of common stock of CNTN (together, the “Canton Digital Asset Treasury”).
+Added: The Warrants are not able to be sold or transferred by the Company.
+Added: Upon closing of the offering, CNTN began to execute a digital asset treasury strategy that includes the acquisition of Canton Coins via capital markets activities, generation of Canton Coins by applying to be a Super Validator, and investing in the development of applications on the Canton Network that drive institutional utility, scalability and adoption across capital markets.
+Added: The Warrants received as part of the Canton Digital Asset Treasury, as well as the shares of CNTN stock obtained by the Company as a result of exercise of the Warrants are recognized on the Consolidated Balance Sheet as part of Other non-current assets.
+Added: During the fourth quarter of fiscal year 2026, the Company exercised 6.1 million of the Warrants into an equivalent number of shares of CNTN common stock.
+Added: The publicly traded shares of CNTN common stock are classified as Level 1 of the fair value hierarchy, while the Warrants are classified as Level 2 as they are remeasured to fair value at the end of each reporting period based on the quoted public share price of CNTN shares.
+Added: For the fiscal year 2026, the Company recognized a $ 48.7 million gain within Other non-operating income related to the Canton Digital Asset Treasury transaction, including the realized gain upon contribution of the Canton Coins in exchange for CNTN warrants of $ 53.1 million.
+Added: The following table presents a summary of the changes in the Company’s Canton Coin holdings during the years ended June 30, 2026:
+Added: (in millions)
Beginning balance $ —
+Added: Opening Retained Earnings Adjustment 24.5
+Added: Additions - Revenue 16.5
+Added: Dispositions ( 8.5 )
+Added: Canton Digital Asset Treasury transaction ( 53.1 )
+Added: Total realized and unrealized gains included in other income (loss), net (a) 236.7
+Added: Ending balance $ 216.1
+Added: (a) Includes realized gains totaling $ 58.4 million and unrealized gains totaling $ 178.4 million during the year ended June 30, 2026.
+Added: There were no realized or unrealized gains or losses during the years ended June 30, 2025.
+Added: Level 3 Financial Assets and Liabilities
+Added: The following tables set forth an analysis of changes during fiscal years 2026 in Level 3 financial assets and liabilities of the Company.
+Added: Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments between levels.
+Added: The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year.
+Added: Digital Assets
+Added: (in millions)
+Added: Beginning balance $ —
+Added: Opening Retained Earnings Adjustment 24.5
+Added: Beginning-of-period Level 3 transfer-out value ( 24.5 )
+Added: Ending balance $ —
+Added: Contingent consideration obligations
+Added: (in millions)
+Added: Beginning balance $ 14.0 $ 14.0
Additional contingent consideration incurred 53.5 —
−Removed: Net decrease in contingent consideration liability — ( 6.7 )
+Added: Net increase in contingent consideration liability 1.4 —
Foreign currency impact on contingent consideration liability ( 0.3 ) —
2 unchanged sentences
The Company did not incur any Level 3 fair value asset impairments during fiscal year 2026 or fiscal year 2025.
−Removed: Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments between levels.
−Removed: The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year.
The Company’s leases consist primarily of real estate leases in locations where the Company maintains operations, and are classified as operating leases.
1 unchanged sentence
A lease exists if the Company obtains substantially all of the economic benefits of and has the right to control the use of an asset for a period of time.
−Removed: The lease term begins on the commencement date, which is the date the Company takes possession of the leased property and also classifies the lease as either operating or finance, and may include options to extend or terminate the lease if exercise of the option to extend or terminate the lease is considered to be reasonably certain.
+Added: The lease term begins on the commencement date, which is the date the Company takes possession of the leased property and may include options to extend or terminate the lease if exercise of the option to extend or terminate the lease is considered to be reasonably certain.
The Company’s options to extend or terminate a lease generally do not exceed five years .
24 unchanged sentences
Variable lease cost $ 26.6 $ 28.3
−Removed: (a) Lease cost is included within Cost of revenues and Selling, general and administrative expenses, dependent upon the nature and use of the ROU asset, in the Company’s Consolidated Statements of Earnings.
+Added: (a) Lease cost is included within Cost of revenues or Selling, general and administrative expenses in the Company’s Consolidated Statements of Earnings dependent upon the nature and use of the ROU asset.
Supplemental Cash Flow Information
4 unchanged sentences
ROU assets obtained in exchange for operating lease liabilities $ 31.2 $ 28.3
−Removed: Maturity of Lease Liabilities under ASC 842 (Leases)
+Added: Maturity of Lease Liabilities
Future rental payments on leases with initial non-cancellable lease terms in excess of one year were due as follows at June 30, 2026:
14 unchanged sentences
Property, plant and equipment, net $ 174.3 $ 170.1
−Removed: In fiscal years 2025 and 2024, Property, plant and equipment and Accumulated depreciation were each reduced by $ 1.1 million and $ 3.7 million, respectively, for asset retirements related to fully depreciated property, plant and equipment no longer in use.
Depreciation expense for Property, plant and equipment for the years ended June 30, 2026, 2025 and 2024 was as follows:
3 unchanged sentences
Depreciation expense for Property, plant and equipment $ 49.4 $ 43.6 $ 40.6
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Property, Plant and Equipment policy.
GOODWILL AND INTANGIBLE ASSETS, NET
6 unchanged sentences
Goodwill, gross, at June 30, 2024
+Added: $ 1,084.3 $ 2,385.1 $ 3,469.4
Additions 6.2 38.3 44.5
3 unchanged sentences
Goodwill, net, at June 30, 2025
+Added: $ 1,090.7 $ 2,518.9 $ 3,609.6
Goodwill, gross, at June 30, 2025
+Added: $ 1,090.7 $ 2,518.9 $ 3,609.6
Additions 117.9 77.7 195.6
3 unchanged sentences
Goodwill, net, at June 30, 2026
+Added: $ 1,205.9 $ 2,581.9 $ 3,787.8
(a) Fair value adjustments includes adjustments to goodwill as part of finalization of the purchase price allocations.
+Added: Additions for the fiscal year ended June 30, 2026 include $ 117.9 million related to ICS for the acquisitions of Acolin, iJoin, and Signal and $ 77.7 million related to GTO for the acquisition of CQG.
Additions for the fiscal year ended June 30, 2025 include $ 38.3 million for the acquisition of SIS.
−Removed: Additions for the fiscal year ended June 30, 2024 include $ 38.6 million for the acquisition of AdvisorTarget.
During fiscal years 2026, 2025 and 2024, the Company performed the required impairment tests of Goodwill and determined that there was no impairment.
−Removed: The Company also performs a sensitivity analysis under Step 1 of the goodwill impairment test assuming hypothetical reductions in the fair values of the reporting units.
−Removed: A 10 % change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates, which are the most significant estimates used in our calculations of the fair values of the reporting units, would not result in an impairment of our goodwill.
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Goodwill, Internal Use Software, and Impairment of Long-Lived Assets policies.
Intangible assets at cost and accumulated amortization at June 30, 2026 and 2025 are as follows:
9 unchanged sentences
Acquired intellectual property 136.6 ( 136.6 ) — 136.6 ( 136.6 ) —
+Added: Trademark 0.7 ( 0.2 ) 0.5 — — —
Internal use software 776.8 ( 187.7 ) 589.0 853.1 ( 142.5 ) 710.6
24 unchanged sentences
Deferred client conversion and start-up costs $ 819.3 $ 842.9
−Removed: Other start-up costs 5.4 7.6
−Removed: Total $ 842.9 $ 892.1
−Removed: Deferred Client Conversion and Start-up Costs
−Removed: Deferred client conversion and start-up costs include direct costs incurred to set up or convert a client’s systems to function with the Company’s technology, and are generally deferred and recognized on a straight-line basis over the service term of the arrangement to which the costs relate, which commences when the client goes live with the Company’s services.
−Removed: The key judgment for determining the amount of costs to be deferred relates to the extent to which such costs are recoverable.
−Removed: This estimate includes (i) projected future client revenues, including variable revenues, offset by an estimate of conversion costs including an estimate of onboarding costs as well as ongoing operational costs, and (ii) an estimate of the expected client life.
−Removed: This is also the basis for how the Company assesses such costs for impairment.
−Removed: Deferred client conversion and start-up costs of $ 842.9 million as of June 30, 2025 consist of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $ 837.5 million, as well as other start-up costs of $ 5.4 million.
−Removed: Deferred client conversion and start-up costs of $ 892.1 million as of June 30, 2024 consist of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $ 884.5 million, as well as other start-up costs of $ 7.6 million.
−Removed: The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses for the fiscal year ended June 30, 2025 and 2024 was $ 148.8 million and $ 132.9 million, respectively.
+Added: The table below sets forth the total amount of Deferred client conversion and start-up costs and Deferred sales commission costs amortized in Operating expenses:
+Added: (in millions)
+Added: Deferred client conversion and start-up cost amortization $ 145.5 $ 148.8
OTHER NON-CURRENT ASSETS
1 unchanged sentence
(in millions)
−Removed: Long-term investments $ 299.2 $ 271.1
−Removed: ROU assets (a) 176.1 186.2
−Removed: Contract assets (b) 137.5 125.3
+Added: Long-term investments (a) $ 391.4 $ 299.2
+Added: Digital assets (b) 216.1 —
+Added: ROU assets (c) 228.6 176.1
+Added: Contract assets (d) 128.0 137.5
Deferred sales commissions costs 137.7 131.7
+Added: Warrant assets (e) 31.6 —
Long-term broker fees 16.1 24.3
−Removed: Deferred data center costs (c) 8.3 11.8
−Removed: Other (d) 50.9 110.1
+Added: Deferred data center costs (f) 4.6 8.3
+Added: Other (g) 61.9 50.9
Total $ 1,215.9 $ 827.9
−Removed: (a) ROU assets represent the Company’s right to use an underlying asset for the lease term.
+Added: (a) Includes Rabbi Trust assets used to fund the Company’s SORP and SERP defined benefit pension plans with a value of $ 70.8 million at June 30, 2026 and $ 66.4 million at June 30, 2025.
+Added: Refer to Note 18, “Employee Benefit Plans” for details.
+Added: (b) Please refer to Note 2, “Summary of Significant Accounting Policies” and Note 8, “Fair Value of Financial Instruments” for further discussion.
+Added: (c) ROU assets represent the Company’s right to use an underlying asset for the lease term.
Please refer to Note 9, “Leases” for a further discussion.
−Removed: (b) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.
−Removed: (c) Represents deferred data center costs associated with the Company’s information technology services agreements.
+Added: (d) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.
+Added: (e) Represents Warrants related to the Company's contribution of Canton Coins to CNTN during the second quarter of fiscal year 2026.
+Added: Please refer to Note 8, “Fair Value of Financial Instruments” for a further discussion.
+Added: (f) Represents deferred data center costs associated with the Company’s information technology services agreements.
Please refer to Note 20, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.
−Removed: (d) Includes $ 59.9 million derivative assets as of June 30, 2024 related to the Company’s cross-currency swap derivative contracts.
+Added: (g) Includes derivative assets as of June 30, 2026 related to the Company’s cross-currency swap derivative contracts.
The derivative was in a liability position as of June 30, 2025 and was included within Other non-current liabilities.
−Removed: Refer to Note 15, “Other Non-Current Liabilities” for details.
−Removed: Please refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.
+Added: Refer to Note 16, “Other Non-Current Liabilities” and Note 7, “Derivative Instruments” for details.
PAYABLES AND ACCRUED EXPENSES
2 unchanged sentences
Accounts payable $ 149.7 $ 220.3
−Removed: Employee compensation and benefits 372.8 354.4
+Added: Employee compensation and benefits (a) 372.4 372.8
Accrued broker fees 143.7 137.0
4 unchanged sentences
Operating lease liabilities 38.9 37.2
+Added: Software license liabilities 30.9 18.8
Other 81.6 26.6
Total $ 1,138.2 $ 1,112.8
−Removed: Restructuring Charges
−Removed: The total Employee compensation and benefits liability within the table above of $ 372.8 million and $ 354.4 million, respectively, includes a restructuring liability of $ 22.7 million and $ 38.9 million as of June 30, 2025 and 2024, respectively.
−Removed: 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.
−Removed: For fiscal years 2024, this restructuring resulted in total severance costs of $ 45.2 million recorded in Operating expenses .
−Removed: These costs were not reflected in segment profit and are recorded within Corporate and Other.
+Added: (a) Includes a restructuring liability of $ 9.3 million and $ 22.7 million as of June 30, 2026 and 2025, respectively.
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:
−Removed: Date Principal amount outstanding at June 30, 2025 Carrying value at June 30, 2025 Carrying value at June 30, 2024 Unused
+Added: Date Principal amount outstanding at June 30, 2026
+Added: Carrying value at June 30, 2026
+Added: Carrying value at June 30, 2025
Capacity Fair Value at June 30, 2026
1 unchanged sentence
Current portion of long-term debt
−Removed: Fiscal 2016 Senior Notes (a) June 2026 $ 500.0 $ 499.3 $ — $ — $ 494.1
+Added: Fiscal 2016 Senior Notes June 2026 $ — $ — $ 499.3 $ — $ —
Total $ — $ — $ 499.3 $ — $ —
5 unchanged sentences
Fiscal 2024 Amended Term Loan August 2026 $ — $ — $ 879.1 $ — $ —
−Removed: Fiscal 2016 Senior Notes (a) June 2026 $ — $ — $ 498.7 $ — $ —
+Added: Fiscal 2026 Term Loan August 2030 750.0 747.3 — — 750.0
Fiscal 2020 Senior Notes December 2029 750.0 746.9 746.0 — 703.2
Fiscal 2021 Senior Notes May 2031 1,000.0 995.3 994.4 — 893.1
+Added: Fiscal 2026 Senior Notes May 2036 $ 500.0 $ 490.4 $ — $ — $ 497.1
Total Senior Notes $ 2,250.0 $ 2,232.6 $ 1,740.3 $ — $ 2,093.5
1 unchanged sentence
Total debt $ 3,274.7 $ 3,254.6 $ 3,252.3 $ 1,225.3 $ 3,118.1
−Removed: (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):
8 unchanged sentences
Under the Fiscal 2025 Revolving Credit Facility, revolving loans denominated in U.S.
−Removed: 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).
+Added: 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 % per annum (subject to multiple step-ups to 1.250 % per annum and multiple step-downs to 0.785 %, in each case based on ratings).
The Fiscal 2025 Revolving Credit Facility also has a facility fee of 0.125 % per annum (subject to multiple step-ups to 0.25 % per annum and multiple step-downs to 0.090 % per annum, in each case, based on ratings).
7 unchanged sentences
The Tranche 1 Loan was to mature on the date that is 18 months after the date on which the Fiscal 2021 Term Loans were borrowed (the “Funding Date”), but was repaid in full in May 2021 with proceeds from the Fiscal 2021 Senior Notes (as discussed further below).
−Removed: The Tranche 2 Loan was to mature in May 2024.
+Added: The Tranche 2 Loan was to mature in May 2024, but was repaid with proceeds from the Fiscal 2024 Amended Term Loan.
The Tranche 2 Loan bore interest at Adjusted Term SOFR plus 1.000 % per annum (subject to step-ups to Adjusted Term SOFR plus 1.250 % or a step-down to SOFR plus 0.750 % based on ratings).
On May 23, 2023, we amended the interest rate index from LIBOR to Adjusted Term SOFR.
−Removed: All other terms remained unchanged.
Fiscal 2024 Amended Term Loan:
−Removed: On August 17, 2023, the Company amended and restated the Term Credit Agreement (the “Amended and Restated Term Credit Agreement”), providing for term loan commitment in an aggregate principal amount of $ 1.3 billion, replacing the Tranche 2 Loan of the Fiscal 2021 Term Loans (the “Fiscal 2024 Amended Term Loan”).
−Removed: The Fiscal 2024 Amended Term Loan will mature in August 2026 on the third anniversary of the amended Funding Date of August 17, 2023.
−Removed: The Fiscal 2024 Term Loan bears interest at Adjusted Term SOFR plus 1.250 % per annum (subject to a step-up to Adjusted Term SOFR plus 1.375 % or step-downs to Adjusted Term SOFR plus 1.125 % and Adjusted Term SOFR plus 1.000 % in each case, based on ratings).
−Removed: The Company may voluntarily prepay the Fiscal 2024 Amended Term Loan in whole or in part and without premium or penalty.
−Removed: In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to prepay the Fiscal 2024 Term Loan, subject to certain limitations and qualifications as set forth in the Amended and Restated Term Credit Agreement.
−Removed: The Amended and Restated Term Credit Agreement is subject to certain covenants, including a leverage ratio.
−Removed: At June 30, 2025, the Company is in compliance with all covenants of the Fiscal 2024 Amended Term Loan.
+Added: In August 2023, the Company amended and restated the Term Credit Agreement (the “Amended and Restated Term Credit Agreement”), providing for a term loan commitment in an aggregate principal amount of $ 1.3 billion (the “Fiscal 2024 Amended Term Loan”), which bore interest at Adjusted Term SOFR plus 1.250 % per annum (subject to a step-up to Adjusted Term SOFR plus 1.375 % or step-downs to Adjusted Term SOFR plus 1.125 % and Adjusted Term SOFR plus 1.000 % in each case, based on ratings).
+Added: In August 2025, the Company repaid in full the $ 750.0 million in Fiscal 2024 Amended Term Loan outstanding.
+Added: Fiscal 2026 Term Loan:
+Added: In August 2025, the Company entered into the Term Credit Agreement, providing for term loan commitment in an aggregate principal amount of $ 750.0 million (the “Fiscal 2026 Term Loan”), replacing the Fiscal 2024 Amended Term Loan.
+Added: The Fiscal 2026 Term Loan will mature in August 2030 on the fifth anniversary of the amended Funding Date of August 21, 2025.
+Added: The Fiscal 2026 Term Loan bears interest at Term SOFR plus 1.250 % per annum (subject to a step-up to Term SOFR plus 1.375 % or Term SOFR plus 1.625 % or a step-down to Term SOFR plus 1.125 % or Term SOFR plus 1.000 %, in each case, based on ratings).
+Added: The Company may voluntarily prepay the Fiscal 2026 Term Loan in whole or in part and without premium or penalty.
+Added: In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to prepay the Fiscal 2026 Term Loan, subject to certain limitations and qualifications as set forth in the Term Credit Agreement.
+Added: The Term Credit Agreement is subject to certain covenants, including a leverage ratio.
+Added: At June 30, 2026, the Company is in compliance with all covenants of the Fiscal 2026 Term Loan.
Fiscal 2016 Senior Notes:
−Removed: In June 2016, the Company completed an offering of $ 500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”).
−Removed: The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of 3.40 % per annum.
+Added: In June 2016, the Company completed an offering of $ 500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”), which bore interest at a rate of 3.40 % per annum.
+Added: In June 2026, the Company repaid in full the $ 500.0 million in Fiscal 2016 Senior Notes that were outstanding at their maturity date.
+Added: Fiscal 2020 Senior Notes:
+Added: In December 2019, the Company completed an offering of $ 750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”).
+Added: The Fiscal 2020 Senior Notes will mature on December 1, 2029 and bear interest at a rate of 2.90 % per annum.
Interest on the Fiscal 2020 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.
6 unchanged sentences
Fiscal 2021 Senior Notes:
−Removed: In December 2019, the Company completed an offering of $ 750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”).
−Removed: The Fiscal 2020 Senior Notes will mature on December 1, 2029 and bear interest at a rate of 2.90 % per annum.
−Removed: Interest on the Fiscal 2020 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.
+Added: In May 2021, the Company completed an offering of $ 1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”).
+Added: The Fiscal 2021 Senior Notes will mature on May 1, 2031 and bear interest at a rate of 2.60 % per annum.
+Added: Interest on the Fiscal 2021 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year.
The Fiscal 2021 Senior Notes were issued at a price of 99.957 % (effective yield to maturity of 2.605 %).
5 unchanged sentences
Fiscal 2026 Senior Notes:
−Removed: In May 2021, the Company completed an offering of $ 1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”).
+Added: In May 2026, the Company completed an offering of $ 500.0 million in aggregate principal amount of senior notes (the “Fiscal 2026 Senior Notes”).
The Fiscal 2026 Senior Notes will mature on May 15, 2036 and bear interest at a rate of 5.75 % per annum.
5 unchanged sentences
The Company may redeem the Fiscal 2026 Senior Notes in whole or in part at any time before their maturity.
−Removed: The fair value of the fixed-rate Fiscal 2021 Senior Notes at June 30, 2025 and June 30, 2024 was $ 891.4 million and $ 843.5 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
−Removed: The Fiscal 2025 Revolving Credit Facility, Fiscal 2024 Amended Term Loan, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.
+Added: The fair value of the fixed-rate Fiscal 2026 Senior Notes at June 30, 2026 was $ 497.1 million, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 8, “Fair Value of Financial Instruments”).
+Added: The Fiscal 2025 Revolving Credit Facility, Fiscal 2026 Term Loan, Fiscal 2020 Senior Notes, Fiscal 2021 Senior Notes and Fiscal 2026 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.
In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks.
3 unchanged sentences
(in millions)
+Added: Post-employment retirement obligations (a) $ 259.2 $ 238.0
Operating lease liabilities $ 224.1 $ 169.5
−Removed: Post-employment retirement obligations 238.0 214.8
+Added: Software license liabilities 97.5 35.8
Non-current income taxes 73.3 74.6
Acquisition related contingencies 59.9 14.0
−Removed: Other (a) 89.3 78.3
+Added: Other (b) 21.5 53.5
Total $ 735.5 $ 585.5
−Removed: (a) Includes $ 24.6 million derivative liability as of June 30, 2025 related to the Company’s cross-currency swap derivative contracts.
−Removed: The derivative was in an asset position as of June 30, 2024 and was included within Other non-current assets.
−Removed: Please refer to Note 12, “Other Non-Current Assets” for details.
−Removed: Please refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.
−Removed: The Company sponsors a Supplemental Officer Retirement Plan (the “SORP”).
−Removed: 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.
−Removed: The SORP was closed to new participants beginning in fiscal year 2015.
−Removed: The Company also sponsors a Supplemental Executive Retirement Plan (the “SERP”).
−Removed: 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.
−Removed: The SERP was closed to new participants beginning in fiscal year 2015.
−Removed: The SORP and SERP are effectively funded with assets held in a Rabbi Trust.
−Removed: The assets invested in the Rabbi Trust are to be used in part to fund benefit payments to participants under the terms of the plans.
−Removed: 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.
−Removed: The SORP and SERP are non-qualified plans for federal tax purposes and for purposes of Title I of ERISA.
−Removed: 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.
−Removed: The SORP and the SERP had a total benefit obligation of $ 62.6 million at June 30, 2025 and $ 61.6 million at June 30, 2024 and are included in Other non-current liabilities in the accompanying Consolidated Balance Sheets.
+Added: (a) Includes a total benefit obligation for the SORP and the SERP of $ 65.9 million at June 30, 2026 and $ 62.6 million at June 30, 2025.
+Added: Refer to Note 18, “Employee Benefit Plans” for details.
+Added: (b) Includes derivative liabilities as of June 30, 2026 and June 30, 2025 related to the Company’s derivative contracts.
+Added: Refer to Note 7, “Derivative Instruments” for further discussion.
STOCK-BASED COMPENSATION
14 unchanged sentences
The Company has a time-based restricted stock unit (“RSU”) program under which RSUs representing the right to receive one share of the Company’s common stock for each vested RSU granted.
−Removed: Time-based RSUs typically vest two and one-half years from the date of grant.
+Added: Time-based RSUs typically vest three years from the date of grant.
The Company records stock compensation expense for time-based RSUs net of estimated forfeitures on a straight-line basis over the vesting period.
2 unchanged sentences
RSUs vest upon the achievement by the Company of specific performance metrics.
−Removed: The Company records stock compensation expense for performance-based RSUs net of estimated forfeitures on a straight-line basis over the performance period, plus a subsequent vesting period, which typically totals approximately two and one-half years from the date of grant.
−Removed: The activity related to the Company’s incentive equity awards for the fiscal years ended June 30, 2025, 2024 and 2023 consisted of the following:
−Removed: Stock Options Time-based
−Removed: RSUs Performance-based
+Added: The Company records stock compensation expense for performance-based RSUs net of estimated forfeitures on a straight-line basis over the performance period, plus a subsequent vesting period, which typically totals approximately three years from the date of grant.
+Added: The Company amended the retirement eligibility provisions for time-based RSU and performance-based RSU awards granted in fiscal year 2026 and thereafter.
+Added: Awards granted prior to fiscal year 2026 provided for pro-rata vesting upon retirement, whereas awards granted in fiscal year 2026 and thereafter provide for full vesting upon a qualifying retirement, defined as attaining age 65.
+Added: This change resulted in the recognition of $ 7.1 million of additional stock-based compensation expense in fiscal year 2026.
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Stock-Based Compensation policy.
+Added: The activity related to the Company’s stock options for the fiscal years ended June 30, 2026, 2025 and 2024 consisted of the following:
+Added: Stock Options
Options Weighted
−Removed: Shares Weighted
−Removed: Fair Value Number
−Removed: Shares Weighted
−Removed: Balances at June 30, 2022 2,706,685 $ 102.34 750,852 $ 135.94 210,281 $ 148.59
+Added: Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) (a)
+Added: Outstanding at June 30, 2023
+Added: 2,696,805 $ 116.46
Granted 338,301 197.04
−Removed: Exercised (a) ( 565,470 ) 76.38 — — — —
−Removed: Vesting of RSUs (b) — — ( 333,625 ) 134.02 ( 108,475 ) 130.18
+Added: Exercised (b) ( 732,491 ) 98.34
Expired/forfeited ( 121,994 ) 158.93
−Removed: Balances at June 30, 2023 2,696,805 $ 116.46 731,327 $ 137.76 201,705 $ 153.42
+Added: Outstanding at June 30, 2024
+Added: 2,180,621 $ 132.68
Granted 322,641 238.93
−Removed: Exercised (a) ( 732,491 ) 98.34 — — — —
−Removed: Vesting of RSUs (b) — — ( 294,088 ) 152.47 ( 85,914 ) 158.22
+Added: Exercised (b) ( 579,863 ) 107.62
Expired/forfeited ( 6,071 ) 186.33
−Removed: Balances at June 30, 2024 2,180,621 $ 132.68 682,684 $ 146.05 161,805 $ 152.21
+Added: Outstanding at June 30, 2025
+Added: 1,917,328 $ 157.97
Granted 539,247 191.77
−Removed: Exercised (a) ( 579,863 ) 107.62 — — — —
−Removed: Vesting of RSUs (b) — — ( 321,759 ) 135.08 ( 79,046 ) 137.47
+Added: Exercised (b) ( 207,291 ) 104.01
Expired/forfeited ( 42,376 ) 168.49
−Removed: Balances at June 30, 2025 (c) 1,917,328 $ 157.97 590,603 $ 178.58 179,113 $ 189.69
−Removed: (a) Stock options exercised during the fiscal years ended June 30, 2025, 2024 and 2023 had intrinsic values of $ 69.0 million, $ 66.7 million and $ 51.2 million, respectively.
−Removed: (b) Time-based RSUs that vested during the fiscal years ended June 30, 2025, 2024 and 2023 had a total fair value of $ 77.2 million, $ 59.0 million and $ 49.6 million, respectively.
−Removed: Performance-based RSUs that vested during the fiscal years ended June 30, 2025, 2024 and 2023 had a total fair value of $ 19.2 million, $ 17.2 million and $ 15.9 million, respectively.
−Removed: (c) As of June 30, 2025, the Company’s outstanding stock options using the fiscal year-end share price of $ 243.03 had an aggregate intrinsic value of $ 163.1 million.
−Removed: As of June 30, 2025, the Company’s outstanding “in the money” vested stock options using the fiscal year-end share price of $ 243.03 had an aggregate intrinsic value of $ 123.9 million.
−Removed: As of June 30, 2025, time-based RSUs and performance-based RSUs expected to vest using the fiscal year-end share price of $ 243.03 had an aggregate intrinsic value of $ 134.2 million and $ 40.4 million, respectively.
−Removed: Performance-based RSUs granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.
−Removed: The tables below summarize information regarding the Company’s outstanding and exercisable stock options as of June 30, 2025:
−Removed: Outstanding Options
−Removed: Outstanding Weighted
−Removed: (in years) Weighted
−Removed: Price Per Share Aggregate Intrinsic Value (in millions) (a)
−Removed: Range of Exercise Prices
−Removed: $ 50.01 to $ 65.00
−Removed: 9,506 1.38 $ 64.89
−Removed: $ 65.01 to $ 80.00
−Removed: 5,129 1.62 $ 67.32
−Removed: $ 80.01 to $ 95.00
−Removed: 177,950 2.52 $ 93.64
−Removed: $ 95.01 to $ 110.00
−Removed: 133,564 3.48 $ 99.08
−Removed: $ 110.01 to $ 125.00
−Removed: 170,860 4.43 $ 117.53
−Removed: $ 125.01 to $ 140.00
−Removed: 23,205 6.66 $ 133.74
−Removed: $ 140.01 to $ 155.00
−Removed: 769,864 6.67 $ 145.68
−Removed: $ 155.01 to $ 185.00
−Removed: 39,020 7.15 $ 174.83
−Removed: $ 185.01 to $ 200.00
−Removed: 239,902 8.46 $ 198.30
−Removed: $ 200.01 to $ 215.00
−Removed: 26,497 8.88 $ 203.30
−Removed: $ 215.01 to $ 230.00
−Removed: 32,136 9.36 $ 224.23
−Removed: $ 230.01 to $ 243.03
−Removed: 289,695 9.60 $ 240.55
−Removed: 1,917,328 6.58 $ 157.97 $ 163.1
−Removed: Exercisable Options
−Removed: Range of Exercise Prices Options
−Removed: Exercisable Weighted
−Removed: (in years) Weighted
−Removed: Price Per Share Aggregate Intrinsic Value
−Removed: (in millions) (a)
−Removed: $ 50.01 to $ 65.00
−Removed: 9,506 1.38 $ 64.89
−Removed: $ 65.01 to $ 80.00
−Removed: 5,129 1.62 $ 67.32
−Removed: $ 80.01 to $ 95.00
−Removed: 177,950 2.52 $ 93.64
−Removed: $ 95.01 to $ 110.00
−Removed: 133,564 3.48 $ 99.08
−Removed: $ 110.01 to $ 125.00
−Removed: 170,860 4.43 $ 117.53
−Removed: $ 125.01 to $ 140.00
−Removed: 23,205 6.66 $ 133.74
−Removed: $ 140.01 to $ 155.00
+Added: Outstanding at June 30, 2026
2,206,908 $ 171.09 6.76 $ 9.7
−Removed: $ 155.01 to $ 185.00
+Added: Exercisable at June 30, 2026
1,224,061 $ 149.16 5.12 $ 9.7
−Removed: $ 185.01 to $ 200.00
+Added: Vested and Expected to vest at June 30, 2026 (c) 2,182,086 $ 170.77 6.73 $ 9.7
+Added: (a) Calculated using the closing stock price on the last trading day of fiscal year 2026 of $ 136.95 , less the option exercise price, multiplied by the number of options.
+Added: (b) Stock options exercised during the fiscal years ended June 30, 2026, 2025 and 2024 had intrinsic values of $ 29.0 million, $ 69.0 million and $ 66.7 million, respectively.
+Added: (c) Options outstanding that are fully vested and expected to vest, net of estimated future forfeitures.
+Added: As of June, 30, 2026, the total remaining unrecognized compensation cost related to non-vested stock options amounted to $ 19.2 million, which will be amortized over the weighted-average remaining requisite service period of 1.7 years.
+Added: The following table presents the assumptions used to determine the fair values of the stock option grants using the Binomial options pricing model during the fiscal years ended June 30, 2026, 2025 and 2024:
+Added: Years ended June 30,
2026 2025 2024
−Removed: $ 200.01 to $ 215.00
+Added: Graded Vesting
+Added: Risk-free interest rate 3.7 % 4.4 % 4.3 %
+Added: Dividend yield 2.0 % 1.5 % 1.7 %
+Added: Weighted-average volatility factor 25.6 % 23.9 % 23.7 %
+Added: Weighted-average expected life (in years) 5.3 5.5 5.5
+Added: Weighted-average fair value (in dollars) $ 46.64 $ 62.15 $ 49.31
+Added: The activity related to the Company’s time-based restricted stock units and performance-based restricted stock units for the fiscal years ended June 30, 2026, 2025 and 2024 consisted of the following:
+Added: RSUs Performance-based
+Added: Shares Weighted
+Added: Fair Value Number
+Added: Shares Weighted
+Added: Balances at June 30, 2023
731,327 $ 137.76 201,705 $ 153.42
−Removed: $ 215.01 to $ 230.00
+Added: Granted 299,368 173.18 92,905 168.95
+Added: Vesting of RSUs (d) ( 294,088 ) 152.47 ( 85,914 ) 158.22
+Added: Expired/forfeited ( 53,923 ) 152.23 ( 46,891 ) 145.22
+Added: Outstanding at June 30, 2024
682,684 $ 146.05 161,805 $ 152.21
−Removed: $ 230.01 to $ 243.03
+Added: Granted 278,262 207.22 107,142 203.13
+Added: Vesting of RSUs (d) ( 321,759 ) 135.08 ( 79,046 ) 137.47
+Added: Expired/forfeited ( 48,584 ) 173.56 ( 10,788 ) 143.51
+Added: Outstanding at June 30, 2025
590,603 $ 178.58 179,113 $ 189.69
+Added: Granted 262,266 216.06 122,962 217.50
+Added: Vesting of RSUs (d) ( 77,038 ) 163.22 ( 7,698 ) 211.26
+Added: Expired/forfeited ( 46,825 ) 199.25 ( 8,645 ) 207.32
+Added: Outstanding at June 30, 2026 (e)
729,006 $ 192.36 285,732 $ 200.55
−Removed: (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.
+Added: (d) Time-based RSUs that vested during the fiscal years ended June 30, 2026, 2025 and 2024 had a total fair value of $ 15.2 million, $ 77.2 million and $ 59.0 million, respectively.
+Added: Performance-based RSUs that vested during the fiscal years ended June 30, 2026, 2025 and 2024 had a total fair value of $ 1.8 million, $ 19.2 million and $ 17.2 million, respectively.
+Added: (e) As of June 30, 2026, time-based RSUs and performance-based RSUs expected to vest using the fiscal year-end share price of $ 136.95 had an aggregate intrinsic value of $ 94.9 million and $ 37.5 million, respectively.
+Added: Performance-based RSUs granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.
Stock-based compensation expense of $ 93.9 million, $ 73.4 million, and $ 70.6 million was recognized in the Consolidated Statements of Earnings for the fiscal years ended June 30, 2026, 2025 and 2024, respectively, as well as related tax benefits of $ 13.5 million, $ 12.5 million, and $ 13.7 million, respectively.
−Removed: As of June 30, 2025, the total remaining unrecognized compensation cost related to non-vested stock options and RSU awards amounted to $ 20.2 million and $ 68.1 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.6 years and 1.9 years, respectively.
+Added: As of June 30, 2026, the total remaining unrecognized compensation cost related to RSU awards amounted to $ 70.5 million, which will be amortized over the weighted-average remaining requisite service periods of 1.7 years.
The Company may reissue treasury stock to satisfy stock option exercises and issuances under the Company’s RSU awards.
2 unchanged sentences
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.
−Removed: The following table presents the assumptions used to determine the fair values of the stock option grants using the Binomial options pricing model during the fiscal years ended June 30, 2025, 2024 and 2023:
−Removed: Years ended June 30,
−Removed: 2025 2024 2023
−Removed: Graded Vesting
−Removed: Risk-free interest rate 4.4 % 4.3 % 4.0 %
−Removed: Dividend yield 1.5 % 1.7 % 2.0 %
−Removed: Weighted-average volatility factor 23.9 % 23.7 % 25.8 %
−Removed: Weighted-average expected life (in years) 5.5 5.5 5.5
−Removed: Weighted-average fair value (in dollars) $ 62.15 $ 49.31 $ 35.43
EMPLOYEE BENEFIT PLANS
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Defined Benefit Pension Plans.
−Removed: The Company sponsors the SORP.
−Removed: 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.
+Added: The Company sponsors the Supplemental Officer Retirement Plan (“SORP”).
+Added: 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.
−Removed: The Company also sponsors the SERP.
−Removed: 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.
+Added: The Company also sponsors a Supplemental Executive Retirement Plan (“SERP”).
+Added: 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.
4 unchanged sentences
The Rabbi Trust assets had a value of $ 70.8 million at June 30, 2026 and $ 66.4 million at June 30, 2025 and are included in Other non-current assets in the accompanying Consolidated Balance Sheets.
+Added: The SORP and the SERP had a total benefit obligation of $ 65.9 million at June 30, 2026 and $ 62.6 million at June 30, 2025 and are included in Other non-current liabilities in the accompanying Consolidated Balance Sheets.
The amounts charged to expense by the Company for these plans were:
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Total Provision for income taxes $ 321.6 $ 219.2 $ 179.3
−Removed: Years Ended June 30,
+Added: As described in Note 2, “Summary of Significant Accounting Policies”, effective July 1, 2025, the Company adopted ASU No.
+Added: 2023-09 on a prospective basis.
+Added: The income tax rate reconciliation below for the fiscal year ended June 30, 2026 reflects the disclosure requirements of ASU No.
+Added: Year Ended June 30,
+Added: (in millions)
+Added: Federal statutory tax rate $ 303.6 21.0
+Added: Domestic state and local income taxes, net of Federal tax effect (a) 36.8 2.5
+Added: Foreign tax effects 4.1 0.3
+Added: Domestic Federal:
+Added: Effect of cross-border tax laws ( 20.7 ) ( 1.4 )
+Added: Tax credits ( 7.5 ) ( 0.5 )
+Added: Non-taxable and non-deductible items, net 8.3 0.6
+Added: Changes in unrecognized tax benefits ( 3.0 ) ( 0.2 )
+Added: Effective income tax rate $ 321.6 22.2
+Added: (a) State and local income taxes in California, Illinois, New Jersey, New York, and Pennsylvania comprise the majority (greater than 50 percent) of the state and local income taxes, net of Federal effect category.
+Added: A reconciliation of the U.S.
+Added: Federal statutory income tax rate to the Company’s effective income tax rate for the fiscal years ended June 30, 2025 and 2024 in accordance with the guidance prior to the adoption of ASU No.
+Added: 2023-09 is as follows:
+Added: For Years Ended June 30,
2025 % 2024 %
11 unchanged sentences
The Provision for income taxes and effective tax rates for the fiscal year ended June 30, 2026 were $ 321.6 million and 22.2 %, compared to $ 219.2 million and 20.7 %, for the fiscal year ended June 30, 2025, respectively.
+Added: The increase in the effective tax rate for the fiscal year ended June 30, 2026 compared to the fiscal year ended June 30, 2025 was primarily driven by an increase in pre-tax income and lower discrete tax benefits.
+Added: The decrease in discrete tax benefits was primarily driven by a decrease in the ETB.
+Added: 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 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.
−Removed: 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.
−Removed: 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.
+Added: A summary of income taxes paid by jurisdiction pursuant to ASU No.
+Added: 2023-09 for the fiscal year ended June 30, 2026 is as follows:
+Added: For Year Ended June 30,
+Added: (in millions)
+Added: Federal $ 119.7
+Added: State and Local (a) 37.4
+Added: Foreign (a) 46.5
+Added: Total income taxes paid, net of refunds $ 203.6
+Added: (a) No single state and local or foreign jurisdiction accounts for more than 5% of the total income taxes paid.
As of June 30, 2026, the Company had approximately $ 953.3 million of accumulated earnings and profits attributable to foreign subsidiaries.
23 unchanged sentences
Cross Currency Swap and Treasury-Locks 0.9 7.7
−Removed: Other 3.4 4.3
Total deferred tax assets 239.9 358.8
6 unchanged sentences
Unremitted earnings 4.9 8.0
−Removed: Cross Currency Swap and Treasury-Locks — 13.1
+Added: Digital assets 48.6 —
Other 31.2 17.3
9 unchanged sentences
The assumptions used to project future taxable income require significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.
−Removed: In the next twelve months, the Company does not expect a material change to its net reserve balance for unrecognized tax benefits.
The following table summarizes the activity related to the Company’s gross unrecognized tax positions:
10 unchanged sentences
As of June 30, 2026, 2025 and 2024, the net reserve for unrecognized tax positions recorded by the Company that is included in the preceding table of gross unrecognized tax positions was $ 81.6 million, $ 82.6 million, and $ 67.3 million, respectively, and if reversed in full, would favorably affect the effective tax rate by these amounts, respectively.
−Removed: During the fiscal year ended June 30, 2025, the Company adjusted accrued interest by $ 3.5 million and recognized a total liability for interest on unrecognized tax positions of $ 7.8 million;
−Removed: in the fiscal year ended June 30, 2024, the Company adjusted accrued interest by $ 0.1 million and recognized a total liability for interest on unrecognized tax positions of $ 4.2 million;
−Removed: in the fiscal year ended June 30, 2023, the Company adjusted accrued interest by $ 0.3 million and recognized a total liability for interest on unrecognized tax positions of $ 4.1 million.
+Added: During the fiscal year ended June 30, 2026, the Company reduced accrued interest by $ 0.2 million and recognized a total liability for interest on unrecognized tax positions of $ 7.6 million;
+Added: in the fiscal year ended June 30, 2025, the Company increased accrued interest by $ 3.5 million and recognized a total liability for interest on unrecognized tax positions of $ 7.8 million;
+Added: in the fiscal year ended June 30, 2024 the Company increased accrued interest by $ 0.1 million and recognized a total liability for interest on unrecognized tax positions of $ 4.2 million.
The Company is regularly subject to examination of its income tax returns by U.S.
5 unchanged sentences
Data Center Agreements
−Removed: The Company is a party to an Amended and Restated IT Services Agreement with Kyndryl, Inc.
−Removed: (“Kyndryl”), an entity formed by IBM’s spin-off of its managed infrastructure services business, under which Kyndryl provides certain aspects of the Company’s information technology infrastructure, including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services.
−Removed: The Amended and Restated IT Services Agreement expires on June 30, 2027, however the Company may renew the agreement for up to one additional 12-month period.
−Removed: 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.
+Added: The Company is a party to an Amended and Restated IT Services Agreement (“ITSA”) with Kyndryl, Inc.
+Added: (“Kyndryl”), an entity formed by IBM’s spin-off of its managed infrastructure services business.
+Added: Kyndryl provides certain aspects of the Company’s information technology infrastructure, including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services.
+Added: On March 31, 2026, the Company further amended the ITSA which extended the arrangement through December 31, 2031 and incorporated an embedded lease for mainframe equipment and licenses for related software, which is expected to commence in March 2027.
+Added: Fixed minimum commitments, including lease liabilities not yet recognized, under the ITSA at June 30, 2026 are $ 385.1 million through December 31, 2031, the final year of the ITSA.
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.
21 unchanged sentences
The Company’s potential maximum loss exposure related to its unconsolidated investment in this variable interest entity totaled $ 24.4 million as of June 30, 2026, which represents the carrying value of the Company's investment.
−Removed: In addition, as of June 30, 2025, the Company also has a future commitment to fund $ 26.0 million to one of the Company’s other investees.
+Added: In addition, as of June 30, 2026, the Company also has a future commitment to fund $ 20.2 million to the Company’s other investees.
Contractual Obligations
20 unchanged sentences
However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these matters could have a material adverse impact on the Company’s financial position and results of operations in the period in which any such effects are recorded.
−Removed: Plan Management Corp.
−Removed: Paramount Financial Communications, Inc.
−Removed: d/b/a Plan Management Corp.
−Removed: (“Plan Management”) and Jonathan Miller filed a complaint on January 28, 2015 in the United States District Court for the Eastern District of Pennsylvania.
−Removed: Plan Management claimed that Broadridge Investor Communication Solutions, Inc.
−Removed: (“BRICS”) breached a marketing agreement between BRICS and Plan Management and Mr.
−Removed: Miller asserted a fraud claim.
−Removed: 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.
−Removed: 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.
−Removed: Broadridge Customer Communications (“BRCC”) Machine Operator Claim
−Removed: 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.
−Removed: 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.
−Removed: The settlement has been approved by the court.
−Removed: 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.
−Removed: It is not the Company’s business practice to enter into off-balance sheet arrangements.
−Removed: However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows.
−Removed: 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.
−Removed: 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.
−Removed: The cross-currency swap derivative contracts are agreements to pay fixed-rate interest in Euros and receive fixed-rate interest in U.S.
−Removed: Dollars, thereby effectively converting a portion of the Company’s U.S.
−Removed: Dollar denominated fixed-rate debt into Euro denominated fixed-rate debt.
−Removed: The cross-currency swaps mature in May 2031 to coincide with the maturity of the Fiscal 2021 Senior Notes.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In May 2021, the Company settled a forward treasury lock agreement that was designated as a cash flow hedge, for a pre-tax loss of $ 11.0 million, after which the final settlement loss is being amortized into Interest expense, net ratably over the 10-year term of the Fiscal 2021 Senior Notes.
−Removed: The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $ 1.1 million.
In the normal course of business, the Company enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services.
4 unchanged sentences
At June 30, 2026, BBPO was in compliance with this net capital requirement.
+Added: BBPO, as a participant of the Depository Trust Company (“DTC”), is also subject to DTC Section 1.B.iii which requires BBPO to maintain a minimum excess net capital amount.
+Added: At June 30, 2026, BBPO was in compliance with this excess net capital requirement.
In addition, Matrix Trust Company , a subsidiary of the Company, is a Colorado State non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to collective investment trust funds.
8 unchanged sentences
Balances at June 30, 2023
+Added: $ ( 273.6 ) $ ( 4.6 ) $ ( 6.5 ) $ ( 284.7 )
Other comprehensive income (loss) before reclassifications ( 46.8 ) ( 1.3 ) — ( 48.0 )
2 unchanged sentences
Balances at June 30, 2024
+Added: $ ( 320.3 ) $ ( 5.7 ) $ ( 5.7 ) $ ( 331.7 )
Other comprehensive income (loss) before reclassifications 56.7 0.9 — 57.6
1 unchanged sentence
Balances at June 30, 2025
+Added: $ ( 263.6 ) $ ( 4.4 ) $ ( 4.9 ) $ ( 272.9 )
Other comprehensive income (loss) before reclassifications ( 10.8 ) ( 1.5 ) — ( 12.3 )
1 unchanged sentence
Balances at June 30, 2026
+Added: $ ( 274.4 ) $ ( 5.6 ) $ ( 4.1 ) $ ( 284.1 )
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Foreign Currency Translation and Transactions policy.
FINANCIAL DATA BY SEGMENT
36 unchanged sentences
(b) Other segment items include expenses related to centrally managed activities that are allocated to the reportable segments based on usage and other factors.
−Removed: (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.
+Added: (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, and for fiscal year 2026, the unrealized and realized gains or losses, as applicable, related to the Company’s digital asset holdings and Canton Digital Asset Treasury transaction.
+Added: Refer to Note 2, “Summary of Significant Accounting Policies” and Note 8, “Fair Value of Financial Instruments” for details.
Revenues and assets by geographic area are as follows:
11 unchanged sentences
SUBSEQUENT EVENTS
−Removed: In July 2025, Broadridge announced the proposed acquisition of Acolin Group Holdco Limited (“Acolin”).
−Removed: Acolin is a European provider of cross-border fund distribution and regulatory services.
−Removed: The total purchase price is approximately $ 70 million plus an additional contingent consideration liability.
−Removed: The acquisition is expected to close in the first half of Broadridge’s 2026 fiscal year, subject to customary closing conditions, including regulatory approvals.
−Removed: Acolin will be included in the Company’s ICS reportable segment.
On August 3, 2026, the Company’s Board of Directors approved an increase in the Company’s quarterly cash dividend by $ 0.115 per share to $ 1.09 per share, an increase in the expected annual dividend amount from $ 3.90 to $ 4.36 per share.
22 unchanged sentences
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.