What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-08-04 compared with 2025-08-05 · 36 added, 29 removed, 170 unchanged (28% of the section changed)

29 unchanged sentences

Other Information

On May 14, 2025 , the Company’s Chief Executive Officer , Timothy C.

Gokey , adopted a Rule 10b5-1 trading arrangement (the “Gokey 10b5-1 Plan”) for the sale of securities of the Company.

The Gokey 10b5-1 Plan allows for (1) the contemporaneous exercise of options and sale of up to 146,392 underlying shares of the Company’s common stock received upon exercise, and (2) the sale of up to 22,349 shares of the Company’s common stock, subject to the satisfaction of the Company’s stock retention and holding period requirements.

The Gokey 10b5-1 Plan will expire on February 13, 2026 .

The Gokey 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

37 unchanged sentences

(Principal Financial and Accounting Officer) August 4, 2026

/s/ RICHARD J.

DALY Executive Chairman of the Board of Directors August 5, 2025

/s/ CHRISTOPHER J.

PERRY Director and President August 4, 2026

Christopher J.

/ S / EILEEN K.

Lead Independent Director August 5, 2025

/S/ PAMELA L.

Director August 5, 2025

Chairperson of the Board August 4, 2026

DIGANCI Director August 4, 2026

/ S / ROBERT N.

1 unchanged sentence

/S/ MELVIN L.

FLOWERS Director August 5, 2025

/ S / BRETT A.

Director August 4, 2026

/ S / PATRICIA A.

Director August 4, 2026

/ S / MAURA A.

12 unchanged sentences

LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on December 4, 2019)

Underwriting Agreement, dated as of June 21, 2016, among Broadridge Financial Solutions, Inc.

Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co.

LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on June 27, 2016)

Underwriting Agreement, dated as of May 4, 2026, among Broadridge Financial Solutions, Inc.

Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co.

LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on May 6, 2026)

Certificate of Incorporation of Broadridge Financial Solutions, Inc.

4 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 30, 2007)

Third Supplemental Indenture dated June 27, 2016 by and among Broadridge Financial Solutions, Inc.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016)

Form of Broadridge Financial Solutions, Inc.

3.400% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016)

Fourth Supplemental Indenture dated as of December 9, 2019, by and between Broadridge Financial Solutions, Inc.

2 unchanged sentences

2.900% Senior Note due 2029 (incorporated by reference to Exhibit 4.3 and included in Exhibit 4.2 to Form 8-K filed on December 9, 2019)

Description of Securities

Fifth Supplemental Indenture dated as of May 17, 2021, by and between Broadridge Financial Solutions, Inc.

2 unchanged sentences

2.600% Senior Note due 2031 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 17, 2021, and is included in Exhibit 4.2 to Form 8-K filed on May 17, 2021)

Description of Securities

Indenture dated as of May 15, 2026 by and between Broadridge Financial Solutions, Inc.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 15, 2026)

First Supplemental Indenture dated as of May 15, 2026, by and between Broadridge Financial Solutions, Inc.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on May 15, 2026)

Form of Broadridge Financial Solutions, Inc.

5.750% Senior Notes due 2036 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 15, 2026 and included in Exhibit 4.2 thereof)

Broadridge Financial Solutions, Inc.

3 unchanged sentences

Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.26 to Form 10-K/A filed on October 27, 2010)

Officer Severance Plan dated September 16, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2011)

Description of Exhibit (1)

Officer Severance Plan dated September 16, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2011)

Amended and Restated Supplemental Officers Retirement Plan (“SORP”) (incorporated by reference to Exhibit 10.27 to Form 10-K/A filed on October 27, 2010)

28 unchanged sentences

Officer Severance Plan (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 11, 2020)

Description of Exhibit (1)

Amendment Number Two to the Broadridge Financial Solutions, Inc.

Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2019)

Description of Exhibit (1)

Amendment Number Three to the Broadridge Financial Solutions, Inc.

1 unchanged sentence

Form of Stock Option Grant Award Agreement for U.S.

Non-Employee Directors (incorporated by reference to Exhibit 10.

26 to Form 10- K filed on August 12 , 202 1 )

Non-Employee Directors (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 4, 2025)

Form of Deferred Stock Unit Award Agreement for U.S.

Non-Employee Directors (incorporated by reference to Exhibit 10.27 to Form 10-K on August 12, 2021)

Non-Employee Directors (incorporated by reference to Exhibit 10.27 to Form 10-K filed on August 12, 2021)

Form of Restricted Stock Unit Grant Award Agreement (Performance-Based) for U.S.

Corporate Officers (incorporated by reference to Exhibit 10.

1 to Form 10-Q filed on November 5, 2024 )

Corporate Officers (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on November 4, 2025)

Form of Restricted Stock Unit Grant Award Agreement (Time-Based) for U.S.

2 unchanged sentences

Corporate Officers (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 4, 2025)

Amended and Restated Clawback Policy

Amended and Restated Term Credit Agreement as of dated August 17, 2023, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 17, 2023)

Amended and Restated Clawback Policy (incorporated by reference to Exhibit 10.28 to Form 10-K filed on August 5, 2025)

Term Credit Agreement dated August 21, 2025, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 21, 2025)

Novation Agreement, dated July 28, 2021, among Broadridge Financial Solutions, Inc., International Business Machines Corporation and Kyndryl, Inc.

1 unchanged sentence

SIS Services Agreement, dated as of November 1, 2024, by and between Kyndryl Canada Limited and Broadridge Software Limited (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2025)

Amendment Number Seventeen to the Private Cloud Information Technology Services Agreement, dated March 31, 2026, by and between Broadridge Financial Solutions, Inc.

and Kyndryl, Inc.

(incorporated by reference to Exhibit 10.1 to Form 10-Q filed on April 30, 2026)

Amendment Number Five to the Amended and Restated 2019 Information Technology Services Agreement, dated March 31, 2026, by and between Broadridge Financial Solutions, Inc.

and Kyndryl, Inc.

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed on April 30, 2026)

Amendment Number One to the SIS Services Agreement, dated March 31, 2026, by and between Broadridge Software ULC and Kyndryl Canada Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on April 30, 2026)

Amendments to the Private Cloud Information Technology Services Agreement, by and between Broadridge Financial Solutions, Inc.

and Kyndryl, Inc.

Amendment Number Two to the Amended and Restated 2019 Information Technology Services Agreement, dated December 31, 2019, by and between Broadridge Financial Solutions, Inc.

and Kyndryl, Inc.

Code of Business Conduct and Ethics

3 unchanged sentences

Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Description of Exhibit (1)

Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 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.

What changed 10-K

Item 9A. Controls and Procedures