← Back to BR filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Broadridge Financial Solutions, Inc. · 10-K · FY 2026 · Period ended Jun 30, 2026
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INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Consolidated Financial Statements
Report of Deloitte & Touche LLP Independent Registered Public Accounting Firm (PCAOB ID No. 34) 51
Consolidated Statements of Earnings for the Fiscal Years Ended June 30, 2026, 2025, and 2024 53
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, 2026, 2025, and 2024 54
Consolidated Balance Sheets as of June 30, 2026 and 2025 55
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2026, 2025, and 2024 56
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, 2026, 2025, and 2024 57
Notes to Consolidated Financial Statements 58
Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts 99
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Broadridge Financial Solutions, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. 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”). 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. 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
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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.
Digital Assets - Refer to Note 2 and Note 8 to the financial statements
Critical Audit Matter DescriptionThe 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. 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. As of June 30, 2026, the fair value of the Company’s digital assets was $216 million. 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. 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
Our audit procedures performed to address this critical audit matter included the following, among others: •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. We tested selected digital asset transactions to validate these conclusions. •We evaluated the design and tested the operating effectiveness of certain internal controls over digital assets.•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.•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.•We obtained a confirmation response verifying the Company’s Canton Coin holdings to confirm the existence of the digital assets at period-end.•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/ DELOITTE & TOUCHE LLP
New York, New York
August 4, 2026
We have served as the Company's auditor since 2007.
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Broadridge Financial Solutions, Inc.
Consolidated Statements of Earnings
(In millions, except per share amounts)
Years ended June 30,
2026 2025 2024
Revenues (Note 3) $ 7,476.8 $ 6,889.1 $ 6,506.8
Operating expenses:
Cost of revenues 5,100.7 4,752.3 4,572.9
Selling, general and administrative expenses 1,075.5 948.2 916.8
Total operating expenses 6,176.2 5,700.6 5,489.7
Operating income 1,300.6 1,188.6 1,017.1
Interest expense, net (Note 5) (99.9) (122.7) (138.1)
Other non-operating income (expenses), net 245.2 (7.1) (1.7)
Earnings before income taxes 1,445.8 1,058.7 877.4
Provision for income taxes (Note 19) 321.6 219.2 179.3
Net earnings $ 1,124.3 $ 839.5 $ 698.1
Basic earnings per share $ 9.67 $ 7.17 $ 5.93
Diluted earnings per share $ 9.60 $ 7.10 $ 5.86
Weighted-average shares outstanding:
Basic (Note 4) 116.3 117.1 117.7
Diluted (Note 4) 117.1 118.3 119.1
Amounts may not sum due to rounding.
See notes to consolidated financial statements.
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Broadridge Financial Solutions, Inc.
Consolidated Statements of Comprehensive Income
(In millions)
Years ended June 30,
2026 2025 2024
Net earnings $ 1,124.3 $ 839.5 $ 698.1
Other comprehensive income (loss), net:
Foreign currency translation adjustments (10.8) 56.7 (46.8)
Pension and post-retirement liability adjustment, net of tax benefit (provision) of $0.4, $(0.4) and $0.4 for the years ended June 30, 2026, 2025 and 2024, respectively (1.3) 1.3 (1.1)
Cash flow hedge amortization, net of taxes of $(0.3), $(0.3), and $(0.3) for the years ended June 30, 2026, 2025 and 2024, respectively 0.8 0.8 0.8
Total other comprehensive income (loss), net (11.2) 58.8 (47.0)
Comprehensive income $ 1,113.0 $ 898.3 $ 651.1
Amounts may not sum due to rounding.
See notes to consolidated financial statements.
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Broadridge Financial Solutions, Inc.
Consolidated Balance Sheets
(In millions, except per share amounts)
June 30, 2026 June 30, 2025
Assets
Current assets:
Cash and cash equivalents $ 402.9 $ 561.5
Accounts receivable, net of allowance for doubtful accounts of $13.2 and $12.5, respectively 1,129.4 1,077.1
Other current assets 215.8 178.5
Total current assets 1,748.1 1,817.1
Property, plant and equipment, net (Note 10) 174.3 170.1
Goodwill (Note 11) 3,787.8 3,609.6
Intangible assets, net (Note 11) 1,199.9 1,277.4
Deferred client conversion and start-up costs (Note 12) 819.3 842.9
Other non-current assets (Note 13) 1,215.9 827.9
Total assets $ 8,945.3 $ 8,545.0
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt (Note 15) $ — $ 499.3
Payables and accrued expenses (Note 14) 1,138.2 1,112.8
Contract liabilities 276.6 249.1
Total current liabilities 1,414.8 1,861.2
Long-term debt (Note 15) 3,254.6 2,753.0
Deferred taxes (Note 19) 387.0 261.0
Contract liabilities 312.8 429.2
Other non-current liabilities (Note 16) 735.5 585.5
Total liabilities 6,104.7 5,889.9
Commitments and contingencies (Note 20)
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none — —
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 114.0 and 117.1 shares, respectively 1.6 1.6
Additional paid-in capital 1,771.2 1,663.0
Retained earnings 4,553.6 3,862.5
Treasury stock, at cost: 40.4 and 37.3 shares, respectively (3,201.7) (2,599.0)
Accumulated other comprehensive income (loss) (Note 21) (284.1) (272.9)
Total stockholders’ equity 2,840.5 2,655.1
Total liabilities and stockholders’ equity $ 8,945.3 $ 8,545.0
Amounts may not sum due to rounding.
See notes to consolidated financial statements.
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Broadridge Financial Solutions, Inc.
Consolidated Statements of Cash Flows
(In millions)
Years ended June 30,
2026 2025 2024
Cash Flows From Operating Activities
Net earnings $ 1,124.3 $ 839.5 $ 698.1
Adjustments to reconcile Net earnings to net cash flows from operating activities:
Depreciation and amortization 137.7 130.7 119.8
Amortization of acquired intangibles and purchased intellectual property 203.6 196.6 200.3
Amortization of other assets 167.1 170.8 157.8
Write-down of long lived assets and related charges 5.3 14.5 18.2
Stock-based compensation expense 93.9 73.4 70.6
Deferred income taxes 105.8 (5.2) (119.7)
Digital assets change in fair market value (231.4) — —
Other (41.8) (24.4) (57.7)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Accounts receivable, net (19.6) 31.8 (37.4)
Other current assets (31.5) (5.4) (2.8)
Payables and accrued expenses (86.5) (146.5) 136.5
Contract liabilities 68.8 56.5 80.6
Other non-current assets (155.7) (148.2) (232.4)
Other non-current liabilities 5.9 (12.8) 24.3
Net cash flows from operating activities 1,345.6 1,171.3 1,056.2
Cash Flows From Investing Activities
Capital expenditures (67.2) (43.8) (57.4)
Software purchases and capitalized internal use software (45.4) (71.1) (55.6)
Acquisitions, net of cash acquired (282.7) (193.5) (34.3)
Other investing activities (56.7) (7.8) (0.8)
Net cash flows from investing activities (452.0) (316.2) (148.0)
Cash Flows From Financing Activities
Debt proceeds 2,017.0 1,238.1 1,022.7
Debt repayments (2,015.6) (1,342.5) (1,082.7)
Dividends paid (443.5) (402.3) (368.2)
Purchases of Treasury stock (603.7) (134.9) (485.4)
Proceeds from exercise of stock options 22.3 62.3 72.4
Other financing activities (25.1) (21.6) (14.3)
Net cash flows from financing activities (1,048.5) (600.8) (855.5)
Effect of exchange rate changes on Cash and cash equivalents (3.7) 2.8 (0.6)
Net change in Cash and cash equivalents (158.7) 257.1 52.1
Cash and cash equivalents, beginning of fiscal year 561.5 304.4 252.3
Cash and cash equivalents, end of fiscal year $ 402.9 $ 561.5 $ 304.4
Supplemental disclosure of cash flow information:
Cash payments made for interest $ 102.8 $ 131.5 $ 143.0
Cash payments made for income taxes, net of refunds $ 203.6 $ 279.8 $ 240.2
Non-cash investing and financing activities:
Accrual of unpaid property, plant, equipment and software $ 9.6 $ 13.3 $ 1.2
Accrual of unpaid stock repurchase excise tax $ 5.4 $ — $ 2.7
Amounts may not sum due to rounding.
See notes to consolidated financial statements.
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Broadridge Financial Solutions, Inc.
Consolidated Statements of Stockholders’ Equity
(In millions, except per share amounts)
Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity
Shares Amount
Balances, June 30, 2023 154.5 $ 1.6 $ 1,436.8 $ 3,113.0 $ (2,026.1) $ (284.7) $ 2,240.6
Comprehensive income (loss) — — — 698.1 — (47.0) 651.1
Stock option exercises — — 72.0 — — — 72.0
Stock-based compensation — — 68.5 — — — 68.5
Treasury stock acquired (2.5 shares) — — — — (488.1) — (488.1)
Treasury stock reissued (1.1 shares) — — (24.9) — 24.9 — —
Common stock dividends ($3.20 per share) — — — (376.0) — — (376.0)
Balances, June 30, 2024 154.5 1.6 1,552.5 3,435.1 (2,489.2) (331.7) 2,168.2
Comprehensive income (loss) — — — 839.5 — 58.8 898.3
Stock option exercises — — 62.4 — — — 62.4
Stock-based compensation — — 70.4 — — — 70.4
Treasury stock acquired (0.6 shares) — — — — (132.1) — (132.1)
Treasury stock reissued (1.0 shares) — — (22.3) — 22.3 — —
Common stock dividends ($3.52 per share) — — — (412.1) — — (412.1)
Balances, June 30, 2025 154.5 1.6 1,663.0 3,862.5 (2,599.0) (272.9) 2,655.1
Comprehensive income (loss) — — — 1,124.3 — (11.2) 1,113.0
Cumulative effect of change in accounting principle (a) — 18.4 — — 18.4
Stock option exercises — — 21.6 — — — 21.6
Stock-based compensation — — 93.1 — — — 93.1
Treasury stock acquired (3.4 shares) — — — — (609.1) — (609.1)
Treasury stock reissued (0.3 shares) — — (6.4) — 6.4 — —
Common stock dividends ($3.90 per share) — — — (451.6) — — (451.6)
Balances, June 30, 2026 154.5 $ 1.6 $ 1,771.2 $ 4,553.6 $ (3,201.7) $ (284.1) $ 2,840.5
(a) Reflects the adoption of accounting standard (ASU No. 2023-08) as described in Note 2, “Summary of Significant Accounting Policies.”
Amounts may not sum due to rounding.
See notes to consolidated financial statements.
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Broadridge Financial Solutions, Inc.
Notes to Consolidated Financial Statements
NOTE 1. BASIS OF PRESENTATION
A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), a Delaware corporation, is a global financial technology leader powering investing, corporate governance, and communications. 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.
The Company operates in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).
•Investor Communication Solutions - Broadridge provides the following governance and communications solutions through its Investor Communication Solutions business segment: Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.
Through our Regulatory Solutions, Broadridge handles the entire proxy materials distribution and voting process for our bank, broker-dealer, corporate issuer and fund clients. Broadridge also provides regulatory communications solutions that enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource. Through its Fund Communication Solutions business, Broadridge provides fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance, and disseminate information across multiple jurisdictions. Broadridge also provides a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products. 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. 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.
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.
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.
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.
Broadridge also supports clients across financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with omni-channel customer communications management solutions. 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.
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•Global Technology and Operations - Broadridge’s Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets. 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. Broadridge’s Wealth Management business provides solutions for advisors and investors and also streamlines back and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting. Broadridge’s Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics. Broadridge’s solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation. In addition, Broadridge provides business process outsourcing services for its buy- and sell-side clients’ businesses. 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.
Broadridge’s capital markets platform and solutions deliver simplification and innovation across the full trade lifecycle, from order initiation to settlement. 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. 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. 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. 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. The platforms support real-time processing across a broad range of asset classes, including equities, ETFs, options, mutual funds, U.S. Treasuries, agencies, corporate and municipal bonds, mortgage backed securities, structured products, and foreign exchange. 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. 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. The wealth technology solutions enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. Broadridge also integrates data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities. Broadridge’s advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.
Broadridge’s Investment Management business services the global investment management industry with a range of buy-side technology solutions such as portfolio management, compliance and fee billing and operational support solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space including prime brokers, fund administrators and custodians.
B. Consolidation and Basis of Presentation. The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with the SEC requirements for Annual Reports on Form 10-K. These financial statements present the consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest, entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding.
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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgment that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The use of estimates in specific accounting policies is described further in the notes to the Consolidated Financial Statements, as appropriate.
B. Revenue Recognition. ASC 606 “Revenue from Contracts with Customers” outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle is that an entity recognizes revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The Company’s revenues from clients are primarily generated from fees for providing investor communications and technology-enabled services and solutions. Revenues are recognized for the two reportable segments as follows:
•Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”) recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.
•Global Technology and Operations—Revenues are generated primarily from fees for trade processing and related services. Revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client. The Company’s arrangements for processing and related services typically consist of an obligation to provide specific services to its clients on a when and if needed basis (a stand ready obligation) with revenue recognized from the satisfaction of the performance obligations on a monthly basis generally in the amount billable to the client. These services are generally provided under variable priced arrangements based on volume of service and can include minimum monthly usage fees. Client service agreements often include up-front consideration in addition to the recurring fee for trade processing. Up-front implementation fees, as well as certain enhancements to existing technology platforms, are deferred and recognized on a straight-line basis over the service term of the contract which corresponds to the timing of transfer of value to the client that commences after client acceptance when the processing term begins. In addition, revenue is also generated from the fulfillment of professional services engagements which are generally priced on a time and materials or fixed price basis, and are recognized as the services are provided to the client which corresponds to the timing of transfer of value to the client. Finally, the Company generally recognizes license revenues from software term licenses installed on clients’ premises upon delivery and acceptance of the software license, assuming a contract is deemed to exist, and recognizes revenue attributed to the associated software maintenance and support obligation over the contract term. Software term license revenue is not a significant portion of the Company’s revenues.
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The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:
Identification of Performance Obligations
For revenue arrangements containing multiple goods or services, the Company accounts for the individual goods or services as a separate performance obligation if they are distinct, the good or service is separately identifiable from other items in the arrangement, and if a client can benefit from it on its own or with other resources that are readily available to the client. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.
Transaction Price
Once separate performance obligations are determined, the transaction price is allocated to the individual performance obligations within a contract. If the contracted prices reflect the relative standalone selling prices for the individual performance obligations, no allocations are made. Otherwise, the Company uses the relative selling price method to allocate the transaction price, obtained from sources such as the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar clients. If such evidence is unavailable, the Company uses the best estimate of the selling price, which includes various internal factors such as pricing strategy and market factors. A significant portion of the Company’s performance obligations are generated from transactions with volume based fees and includes services that are delivered at the same time. The Company recognizes revenue related to these arrangements over time as the services are provided to the client. While many of the Company’s contracts contain some component of variable consideration, the Company only recognizes variable consideration that is not expected to reverse. The Company allocates variable payments to distinct services in an overall contract when the variable payment relates specifically to that particular service and for which the variable payment reflects what the Company expects to receive in exchange for that particular service. As a result, the Company generally allocates and recognizes variable consideration in the period it has the contractual right to invoice the client.
As described above, our most significant performance obligations involve variable consideration which constitutes the majority of our revenue streams. The Company’s variable consideration components meet the criteria in ASC 606 for exclusion from disclosure of the remaining transaction price allocated to unsatisfied performance obligations as does any contracts with clients with an original duration of one year or less. The Company has contracts with clients that vary in length depending on the nature of the services and contractual terms negotiated with the client, and they generally extend over a multi-year period.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a client, are excluded from revenue. Distribution revenues associated with shipping and handling activities are accounted for as a fulfillment activity and recognized as the related services or products are transferred to the client. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less.
C. Cash and Cash Equivalents. Investment securities with an original maturity of 90 days or less are considered cash equivalents. The fair value of the Company’s Cash and cash equivalents approximates carrying value due to their short term nature.
D. Financial Instruments. 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. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. 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. 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.
E. Property, Plant and Equipment. Property, plant and equipment is initially recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. The estimated useful lives of assets are as follows:
Equipment 3 to 7 years
Buildings and Building Improvements 5 to 20 years
Furniture and fixtures 4 to 7 years
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Refer to Note 10, “Property, Plant and Equipment, net”, for a further description of the Company’s Property, plant and equipment, net.
F. Securities. Securities are non-derivatives that are reflected in Other non-current assets in the Consolidated Balance Sheets, unless management intends to dispose of the investment within twelve months of the end of the reporting period, in which case they are reflected in Other current assets in the Consolidated Balance Sheets. These investments are in entities over which the Company does not have control, joint control, or significant influence. Securities that have a readily determinable fair value are carried at fair value. Securities without a readily determinable fair value are initially recognized at cost and subsequently carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer, such as subsequent capital raising transactions. Changes in the value of securities with or without a readily determinable fair value are recorded in the Consolidated Statements of Earnings. In determining whether a security without a readily determinable fair value is impaired, management considers qualitative factors to identify an impairment including the financial condition and near-term prospects of the issuer. Refer to Note 8, “Fair Value of Financial Instruments” for additional details on the fair value of the Company’s securities.
G. Other current assets. 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. In addition, Other current assets also includes prepaid items of $158.4 million and $132.0 million at June 30, 2026 and 2025, respectively.
H. Deferred Client Conversion and Start-Up Costs. 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. The key judgment for determining the amount of costs to be deferred relates to the extent to which such costs are recoverable. 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. 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.
I. Deferred Sales Commission Costs. The Company defers incremental costs to obtain a client contract that it expects to recover, which consists of sales commissions incurred, only if the contract is executed. Deferred sales commission costs are amortized on a straight-line basis using a portfolio approach consistent with the pattern of transfer of the goods or services to which the asset relates, which also considers expected customer lives. As a practical expedient, the Company recognizes the sales commissions as an expense when incurred if the amortization period of the sales commission asset that the entity otherwise would have recognized is one year or less. The Company evaluates the carrying value of deferred sales commission costs for impairment on the basis of whether these costs are fully recoverable from the expected future undiscounted net operating cash flows of the portfolio of clients to which the deferred sales commission costs relate. Refer to Note 13, “Other Non-Current Assets” for further information related to the Company’s Deferred sales commission costs.
J. Deferred Data Center Costs. 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. These deferred costs are reflected in Other non-current assets in the Consolidated Balance Sheets at June 30, 2026 and 2025, respectively. Refer to Note 13, “Other Non-Current Assets” for a further description of the Company’s Deferred data center costs.
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K. Goodwill. The Company does not amortize goodwill but instead tests goodwill for impairment at the reporting unit level at least annually or more frequently if circumstances indicate possible impairment. The Company tests for goodwill impairment annually in the fourth quarter of the fiscal year, using the March 31 financial statement balances. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. 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, estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital. 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, and the selection of the terminal value growth rate and discount rate assumptions. The weighted-average cost of capital takes into account the relative weight of each component of our consolidated capital structure (equity and long-term debt). The estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of the Company’s routine, long-range planning process. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, not to exceed the total amount of goodwill allocated to that reporting unit. Refer to Note 11, “Goodwill and Intangible Assets, net” for a further description on the Company’s accounting for goodwill.
L. Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to the estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the carrying amount of an asset (or asset group) exceeds its expected estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset (or asset group) exceeds its fair value. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Refer to Note 10, “Property, Plant and Equipment, net” for a further description of the Company’s Property, plant and equipment, net. Refer to Note 6, “Acquisitions” and Note 11, “Goodwill and Intangible Assets, net” for a further description of the Company’s Intangible assets, net.
M. Equity Method Investments. The Company’s investments resulting in a 20% to 50% ownership interest are accounted for using the equity method of accounting when the ability to exercise significant influence is maintained by the Company. The Company’s share of net income or losses of equity method investments is included in Other non-operating income (expenses), net. Equity method investments are included in Other non-current assets. Equity method investments are reviewed for impairment by assessing if a decline in market value of the investment below the carrying value is other than temporary, which considers the intent and ability to retain the investment, the length of time and extent that the market value has been less than cost, and the financial condition of the investee.
N. Foreign Currency Translation and Transactions. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars based on exchange rates in effect at the end of each period. Revenues and expenses are translated at average exchange rates during the periods. Currency transaction gains or losses are included in Non-operating income (expenses), net. Gains or losses from balance sheet translation are included in Accumulated other comprehensive income (loss).
O. Distribution Cost of Revenues. Distribution cost of revenues consists primarily of postage related expenses incurred in connection with the Company’s Investor Communication Solutions segment, as well as Broadridge Retirement and Workplace administrative services expenses. These costs are reflected in Cost of revenues in the Consolidated Statements of Earnings.
P. Stock-Based Compensation. The Company accounts for stock-based compensation by recognizing the measurement of stock-based compensation expense in the Consolidated Statements of Earnings based on the fair value of the award on the date of grant. For stock options issued, the fair value of each stock option was estimated on the date of grant using a binomial option-pricing model. The binomial model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate, and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price, and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. 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. Treasury yield curve in effect at the time of grant. Refer to Note 17, “Stock-Based Compensation” for a further description of the Company’s stock-based compensation.
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Q. Internal Use Software. Expenditures for major software purchases and software developed or obtained for internal use are capitalized and amortized on a straight-line basis generally over a three- to five-year period or another period deemed appropriate based on the specific characteristics of the software, considering the potential impact of obsolescence, speed of technology changes, competition, and other economic factors. For software developed or obtained for internal use, the Company’s accounting policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to direct time spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation stage activities are expensed as incurred. The Company also expenses internal costs related to minor upgrades and enhancements, as it is impractical to separate these costs from normal maintenance activities. Refer to Note 11, “Goodwill and Intangible Assets, net” for a further description of the Company’s capitalized software.
R. Income Taxes. The Company accounts for income taxes under the asset and liability method, which establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements or tax returns. Deferred tax assets and liabilities are recognized based on temporary differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.
Judgment is required in addressing the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. 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.
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.
Pursuant to provisions under the Inflation Reduction Act, the Company purchased transferable federal tax credits during fiscal years 2026 and 2025. 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. The cash payments made for income taxes as disclosed on the Consolidated Statement of Cash Flows include amounts paid to third parties for the purchase of tax credits.
On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for Broadridge beginning with the fiscal year ending June 30, 2026. We have evaluated the current and future impact of these tax law changes. 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.
S. Concentration of Risk. The majority of our clients operate in the financial services industry. 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.
T. Derivative Instruments. The Company does not generally enter into off-balance sheet arrangements in the ordinary course of business. 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. The Company manages these exposures through its regular operating and financing activities and, when deemed appropriate, using derivative financial instruments. Derivative financial instruments are entered with creditworthy institutions and are used solely for risk management purposes and not for trading or speculative purposes.
Derivative instruments are recognized gross on the Consolidated Balance Sheets as either assets or liabilities measured at fair value.
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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.
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.
For derivatives designated as cash flow hedges, changes in the fair value of the derivative are recorded in other comprehensive income (loss). 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.
For derivatives designated as hedges, the Company assesses hedge effectiveness on an ongoing basis.
Refer to Note 7, “Derivative Instruments” for further details regarding the Company’s derivative instrument holdings.
U. Digital Assets. As part of its investment in its Distributed Ledger Repo solution, the Company has engaged with the Canton Network’s decentralized interoperability structure. 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. The Canton Network is a public-permissioned blockchain network designed with privacy and controls to facilitate the exchange of regulated financial assets. 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. The Company earns Canton Coins for its function as a Super Validator and Validator on the Canton Network.
As discussed in the “New Accounting Pronouncements” section of this note, the Company adopted ASU No. 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): 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. Prior to the adoption of ASU No. 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. 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.
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. Beginning in the first quarter of fiscal year 2026, in accordance with ASU No. 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. 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. 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.
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”). The amount of Super Validator Weight assigned to a participant is based on the percentage of lifetime Canton Coins that remain actively locked. 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. Super Validators can unlock tokens at any time. Once unlocked, tokens are released gradually over a year. 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.
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
In December 2023, the FASB issued ASU 2023-08, “Intangibles—Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”), which addresses the accounting and disclosure requirements for certain crypto assets. ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period. 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. Refer to the Digital Assets section of this note for details regarding the Company’s digital asset holdings.
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In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation—Scope Application of Profits Interest and Similar Awards” (“ASU No. 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. The Company adopted ASU No. 2024-01 during the first quarter of fiscal year 2026. This guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): 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. The Company adopted ASU No. 2025-05 during the third quarter of fiscal year 2026. The use of the practical expedient did not have a material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU No. 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. Effective July 1, 2025, the Company adopted ASU No. 2023-09 on a prospective basis. The adoption of ASU No. 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
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires an entity to disclose additional information about specific expense categories. ASU No. 2024-03 is effective for the Company in the fourth quarter of fiscal year 2028. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. Upon adoption, this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software” (“ASU No. 2025-06”), which removes all references to sequential software development project stages and establishes new capitalization criteria. 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. 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. 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. ASU No. 2025-06 is effective for the Company in the first quarter of fiscal year 2029. Early adoption is permitted. The Company is currently assessing the impact that the adoption of ASU 2025-06 will have on the Company’s Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 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. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. ASU No. 2025-07 is effective for the Company in the first quarter of fiscal year 2027. 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. 2025-07 will have on the Company’s Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): 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. generally accepted accounting principles. 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. ASU No. 2025-11 is effective for the Company in the first quarter of fiscal year 2029. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The adoption of ASU 2025-11 is not expected to have a material impact on the Company’s Consolidated Financial Statements.
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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. The amendments provide recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations. ASU No. 2026-02 is effective for the Company in the first quarter of fiscal year 2029. The Company is currently evaluating the impact that the adoption of ASU 2026-02 will have on the Company’s Consolidated Financial Statements.
NOTE 3. REVENUE RECOGNITION
Disaggregation of Revenue
The Company has presented below its revenue disaggregated by product line and by revenue type within each of its Investor Communication Solutions and Global Technology and Operations reportable segments.
Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, the level of recurring and event-driven activity the Company processes directly impacts Distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven revenues are based on the number of special events and corporate transactions the Company processes. 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. 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. Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Revenue Recognition policy.
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.
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Years ended June 30,
2026 2025 2024
(in millions)
Investor Communication Solutions
Regulatory $ 1,434.9 $ 1,280.6 $ 1,195.6
Data-driven fund solutions 479.5 459.2 435.2
Issuer 294.8 273.2 259.8
Customer communications 752.8 718.8 683.1
Total ICS Recurring revenues 2,962.1 2,731.8 2,573.6
Equity and other 143.5 115.5 151.0
Mutual funds 204.6 203.8 134.2
Total ICS Event-driven revenues 348.1 319.3 285.2
Distribution revenues 2,250.6 2,062.0 1,999.0
Total ICS Revenues $ 5,560.8 $ 5,113.0 $ 4,857.9
Global Technology and Operations
Capital markets $ 1,184.2 $ 1,115.3 $ 1,049.2
Wealth and investment management 731.8 660.8 599.7
Total GTO Recurring revenues 1,916.0 1,776.1 1,648.9
Total Revenues $ 7,476.8 $ 6,889.1 $ 6,506.8
Revenues by Type
Recurring revenues $ 4,878.0 $ 4,507.9 $ 4,222.6
Event-driven revenues 348.1 319.3 285.2
Distribution revenues 2,250.6 2,062.0 1,999.0
Total Revenues $ 7,476.8 $ 6,889.1 $ 6,506.8
Contract Balances
The following table provides information about contract assets and liabilities:
June 30, 2026 June 30, 2025 June 30, 2024
(in millions)
Contract assets $ 128.0 $ 137.5 $ 125.3
Contract liabilities $ 589.5 $ 678.3 $ 696.6
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. Contract liabilities represent consideration received or receivable from clients before the transfer of control occurs (deferred revenue). 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.
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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. 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. The Company recognized $288.4 million of revenue during the fiscal year ended June 30, 2025 that was included in the contract liability balance as of June 30, 2024. The Company recognized $249.4 million of revenue during fiscal year ended June 30, 2024 that was included in the contract liability balance as of June 30, 2023.
NOTE 4. WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented. The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested.
As of June 30, 2026, 2025 and 2024, the computation of diluted EPS excluded 1.0 million, 0.5 million and 0.3 million options and restricted stock units to purchase Broadridge common stock, respectively, as the effect of their inclusion would have been anti-dilutive.
The following table sets forth the denominators of the basic and diluted EPS computations:
Years ended June 30,
2026 2025 2024
(in millions)
Weighted-average shares outstanding:
Basic 116.3 117.1 117.7
Common stock equivalents 0.8 1.2 1.4
Diluted 117.1 118.3 119.1
NOTE 5. INTEREST EXPENSE, NET
Interest expense, net consisted of the following:
Years ended June 30,
2026 2025 2024
(in millions)
Interest expense on borrowings $ (111.8) $ (135.8) $ (150.2)
Interest income 11.9 13.1 12.1
Interest expense, net $ (99.9) $ (122.7) $ (138.1)
NOTE 6. ACQUISITIONS
Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the businesses acquired by the Company are included in the Company’s Consolidated Statements of Earnings since the respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill. 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.
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.
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FISCAL YEAR 2026 BUSINESS COMBINATIONS
In April 2026, the Company acquired CQG, Inc. (“CQG”). CQG is a Denver-based execution management system provider to futures and options market participants. CQG is included in the Company’s GTO reportable segment. 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. The contingent consideration is payable through fiscal year 2029 upon the achievement by the acquired business of certain defined revenue targets. Net tangible liabilities assumed in the transaction were $1.5 million and contingent liabilities incurred were valued at $28.0 million. The acquisition resulted in $77.7 million of Goodwill, which is tax deductible. 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.
In January 2026, the Company acquired Acolin Group Holdco Limited (“Acolin”). Acolin is a European provider of cross-border fund distribution and regulatory services. Acolin is included in the Company’s ICS reportable segment. 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. The contingent consideration is payable through fiscal year 2027 based upon a percentage of eligible revenues achieved. Net tangible liabilities assumed in the transaction were $10.7 million. This acquisition resulted in $73.9 million of Goodwill, which is not tax deductible. 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.
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. iJoin is included in the Company’s ICS reportable segment. 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. The contingent consideration is payable through fiscal year 2028 based upon a percentage of eligible revenues achieved. Net tangible assets acquired in the transaction were $0.1 million. This acquisition resulted in $24.1 million of Goodwill, which is tax deductible. 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.
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. Signal is included in the Company’s ICS reportable segment. 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. Net tangible liabilities acquired in the transaction were $3.4 million. 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.
The allocation of the purchase price is based on preliminary estimates of the fair value of assets acquired and liabilities assumed. The Company is currently evaluating these fair values, and such estimates are subject to revision as additional information becomes available. 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
SIS
On November 1, 2024, the Company acquired Kyndryl’s Securities Industry Services (“SIS”) business (“SIS Business”) to provide wealth management, capital markets, and information technology solutions in Canada. SIS is included in the Company’s GTO reportable segment.
•For tax purposes, Goodwill is amortizable and tax deductible.
•Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a ten-year life.
In connection with the acquisition, on November 1, 2024, Broadridge Software Limited, a subsidiary of the Company, entered into the SIS Services Agreement with Kyndryl Canada Limited (“Kyndryl Canada”) pursuant to which Kyndryl Canada will provide infrastructure managed services for the SIS Business. Refer to Note 20, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.
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Financial information for SIS is as follows:
SIS
Cash payments $ 185.5
Net tangible liabilities assumed $ (1.9)
Goodwill 38.3
Intangible assets 149.1
Aggregate purchase price $ 185.5
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
AdvisorTarget
In May 2024, the Company acquired AdvisorTarget, a market leader in providing asset management and wealth management firms with data products to help power digital marketing, sales and engagement programs targeting financial advisors. AdvisorTarget is included in the Company’s ICS reportable segment. 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. 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.
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NOTE 7. DERIVATIVE INSTRUMENTS
The following table presents the fair values of all derivative instruments included in the Consolidated Balance Sheets on a gross basis.
June 30,
2026 2025
Asset Liability Asset Liability
(in millions)
Fair Value Hedge (a) $ — $ 2.9 $ — $ —
Net Investment Hedge (b) 0.1 — — 24.6
Total designated derivatives $ 0.1 $ 2.9 $ — $ 24.6
(a) The Fair Value Hedge has an aggregate notional value of $500.0 million at June 30, 2026. The Fair Value Hedge liability is included in Other non-current liabilities on the Company’s Consolidated Balance Sheets as of June 30, 2026.
(b) The Net Investment Hedge has an aggregate notional value of €880.0 million at June 30, 2026 and June 30, 2025. 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.
Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Derivatives policy.
Fair Value Hedge
The Company is exposed to interest rate risk in connection with our long-term debt portfolio. 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.
Accordingly, variable rate interest expense on the fair value hedge is recorded within Interest expense, net in the Consolidated Statements of Earnings. 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.
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. For the period ended June 30, 2026, the Company’s reduction of Interest expense, net associated with the fair value hedge was $0.1 million.
Net Investment Hedge
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.
The cross-currency swap derivative contracts are agreements to pay fixed-rate interest in Euros and receive fixed-rate interest in U.S. Dollars, thereby effectively converting a portion of the Company’s U.S. Dollar denominated fixed-rate debt into Euro denominated fixed-rate debt. The cross-currency swaps mature in May 2031 to coincide with the maturity of the Fiscal 2021 Senior Notes. 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.
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 comprehensive income (loss) were $24.7 million, $(84.5) million, and $(6.8) million, respectively.
Cash Flow Hedge
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. 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.
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NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1 Quoted market prices in active markets for identical assets and liabilities.
Level 2 Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments, as applicable, based on the exchange-traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. 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.
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:
Level 1 Level 2 Level 3 Total
(in millions)
Assets:
Cash and cash equivalents:
Money market funds $ 7.7 $ — $ — $ 7.7
Other current assets:
Securities $ 0.9 $ — $ — $ 0.9
Other non-current assets:
Securities (a) 232.5 — — 232.5
Derivative asset — 0.1 — 0.1
Pre-funded warrants — 31.6 — 31.6
Digital assets 216.1 — — 216.1
Total assets as of June 30, 2026 $ 457.2 $ 31.6 $ — $ 488.8
Liabilities:
Derivative liability $ — $ 2.9 $ — $ 2.9
Contingent consideration obligations — — 59.9 59.9
Total liabilities as of June 30, 2026 $ — $ 2.9 $ 59.9 $ 62.7
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Level 1 Level 2 Level 3 Total
(in millions)
Assets:
Other current assets:
Securities $ 0.7 $ — $ — $ 0.7
Other non-current assets:
Securities (a) 195.2 — — 195.2
Total assets as of June 30, 2025 $ 195.9 $ — $ — $ 195.9
Liabilities:
Derivative liability $ — $ 24.6 $ — $ 24.6
Contingent consideration obligations — — 14.0 14.0
Total liabilities as of June 30, 2025 $ — $ 24.6 $ 14.0 $ 38.6
________
(a)Includes investments related to the Company’s Defined Benefit Pension Plans, Executive Retirement and Savings Plan (the “ERSP”) and shares of CNTN stock.
In addition, the Company has non-marketable securities with a carrying amount of $108.4 million as of June 30, 2026 and $60.5 million as of June 30, 2025, respectively, that to the extent they have been remeasured during the period are classified as Level 2 financial assets and included as part of Other non-current assets on the Consolidated Balance Sheets.
Digital Assets
Beginning in the fourth quarter of fiscal year 2024, the Company began to earn Canton Coins for its function as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure. Prior to the first quarter of fiscal year 2026, the Company held the Canton Coins on its Balance Sheet for investment purposes and to pay any fees associated with its Canton Network activity. During the first quarter of fiscal year 2026, the Company began converting the coins to cash nearly immediately after they were earned and continued to do so periodically throughout the second fiscal quarter of 2026. Refer to Note 2, “Summary of Significant Accounting Policies” for details regarding the Canton Network and the Company’s Canton Coin holdings.
The following table presents the Company’s Canton Coin holdings as of June 30, 2026:
June 30, 2026
Quantity of Coins Cost Basis Fair Value
($ in millions)
Canton Coins (a) 1.5 billion $ 13.3 $ 216.1
(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”.
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. 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. 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.
Canton Digital Asset Treasury
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. (“CNTN”), formerly Tharimmune, Inc., in conjunction with a private placement in public equity offering. 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”). The Warrants are not able to be sold or transferred by the Company. 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.
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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. 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. 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. 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.
The following table presents a summary of the changes in the Company’s Canton Coin holdings during the years ended June 30, 2026:
June 30,
2026
(in millions)
Beginning balance $ —
Opening Retained Earnings Adjustment 24.5
Additions - Revenue 16.5
Dispositions (8.5)
Canton Digital Asset Treasury transaction (53.1)
Total realized and unrealized gains included in other income (loss), net (a) 236.7
Ending balance $ 216.1
(a) Includes realized gains totaling $58.4 million and unrealized gains totaling $178.4 million during the year ended June 30, 2026. There were no realized or unrealized gains or losses during the years ended June 30, 2025.
Level 3 Financial Assets and Liabilities
The following tables set forth an analysis of changes during fiscal years 2026 in Level 3 financial assets and liabilities of the Company. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year.
Digital Assets
June 30,
2026
(in millions)
Beginning balance $ —
Opening Retained Earnings Adjustment 24.5
Beginning-of-period Level 3 transfer-out value (24.5)
Ending balance $ —
Contingent consideration obligations
June 30,
2026 2025
(in millions)
Beginning balance $ 14.0 $ 14.0
Additional contingent consideration incurred 53.5 —
Net increase in contingent consideration liability 1.4 —
Foreign currency impact on contingent consideration liability (0.3) —
Payments (8.7) —
Ending balance $ 59.9 $ 14.0
The Company did not incur any Level 3 fair value asset impairments during fiscal year 2026 or fiscal year 2025.
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NOTE 9. LEASES
The Company’s leases consist primarily of real estate leases in locations where the Company maintains operations, and are classified as operating leases.
The Company evaluates each lease and service arrangement at inception to determine if the arrangement is, or contains, a lease. 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. 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. The lease term is used both to determine lease classification as an operating or finance lease and to calculate straight-line lease expense for operating leases. The weighted average remaining operating lease term as of June 30, 2026 was 8.3 years.
ROU assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. ROU assets also include prepaid lease payments and exclude lease incentives received. Certain leases require the Company to pay taxes, insurance, maintenance, and/or other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the lease liability to the extent they are variable in nature (e.g. based on actual costs incurred). These variable lease costs are recognized as a variable lease expense when incurred. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to measure the lease liability and the associated ROU asset at commencement date. The incremental borrowing rate was determined based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate. The weighted average discount rate used in measurement of the Company’s operating lease liabilities as of June 30, 2026 was 4.3%.
Supplemental Balance Sheet Information
June 30,
2026 2025
(in millions)
Assets:
Operating lease ROU assets (a) $ 228.6 $ 176.1
Liabilities:
Operating lease liabilities (a) - Current $ 38.9 $ 37.2
Operating lease liabilities (a) - Non-current 224.1 169.5
Total Operating lease liabilities $ 262.9 $ 206.7
_________
(a)Operating lease assets are included within Other non-current assets, and operating lease liabilities are included within Payables and accrued expenses (current portion) and Other non-current liabilities (non-current portion) in the Company’s Consolidated Balance Sheets as of June 30, 2026 and 2025, respectively.
Components of Lease Cost (a)
Years ended June 30,
2026 2025
(in millions)
Operating lease cost $ 47.9 $ 41.3
Variable lease cost $ 26.6 $ 28.3
_________
(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.
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Supplemental Cash Flow Information
Years ended June 30,
2026 2025
(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases $ 35.1 $ 37.3
ROU assets obtained in exchange for operating lease liabilities $ 31.2 $ 28.3
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:
Operating Leases
Years Ending June 30, (in millions)
2027 $ 48.5
2028 44.5
2029 40.3
2030 31.5
2031 27.6
Thereafter 124.5
Total lease payments 316.9
Less: Discount Amount (54.0)
Present value of operating lease liabilities $ 262.9
NOTE 10. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment at cost and Accumulated depreciation at June 30, 2026 and 2025 are as follows:
June 30,
2026 2025
(in millions)
Property, plant and equipment:
Land and buildings $ — $ 2.5
Equipment 472.9 440.1
Furniture, leaseholds and other 220.6 216.7
693.6 659.2
Less: Accumulated depreciation (519.3) (489.1)
Property, plant and equipment, net $ 174.3 $ 170.1
Depreciation expense for Property, plant and equipment for the years ended June 30, 2026, 2025 and 2024 was as follows:
Years ended June 30,
2026 2025 2024
(in millions)
Depreciation expense for Property, plant and equipment $ 49.4 $ 43.6 $ 40.6
Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Property, Plant and Equipment policy.
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NOTE 11. GOODWILL AND INTANGIBLE ASSETS, NET
Changes in Goodwill for the fiscal years ended June 30, 2026 and 2025 are as follows:
Investor Communication Solutions Global Technology and Operations Total
(in millions)
Goodwill, gross, at June 30, 2024 $ 1,084.3 $ 2,385.1 $ 3,469.4
Additions 6.2 38.3 44.5
Foreign currency translation and other 3.4 95.5 98.9
Fair value adjustments (a) (3.2) — (3.2)
Accumulated impairment losses — — —
Goodwill, net, at June 30, 2025 $ 1,090.7 $ 2,518.9 $ 3,609.6
Goodwill, gross, at June 30, 2025 $ 1,090.7 $ 2,518.9 $ 3,609.6
Additions 117.9 77.7 195.6
Foreign currency translation and other (2.7) (14.6) (17.4)
Fair value adjustments (a) — — —
Accumulated impairment losses — — —
Goodwill, net, at June 30, 2026 $ 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.
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.
During fiscal years 2026, 2025 and 2024, the Company performed the required impairment tests of Goodwill and determined that there was no impairment. 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:
June 30,
2026 2025
Original Cost Accumulated Amortization Intangible Assets, net Original Cost Accumulated Amortization Intangible Assets, net
(in millions)
Software licenses $ 327.4 $ (183.8) $ 143.6 $ 250.7 $ (178.3) $ 72.4
Acquired software technology 446.5 (262.4) 184.1 376.5 (209.4) 167.1
Customer contracts and lists 1,225.7 (943.1) 282.6 1,129.8 (802.5) 327.4
Acquired intellectual property 136.6 (136.6) — 136.6 (136.6) —
Trademark 0.7 (0.2) 0.5 — — —
Internal use software 776.8 (187.7) 589.0 853.1 (142.5) 710.6
Other intangibles 20.2 (20.2) — 20.2 (20.2) —
$ 2,933.9 $ (1,734.0) $ 1,199.9 $ 2,766.9 $ (1,489.5) $ 1,277.4
All of the intangible assets have finite lives and as such, are subject to amortization.
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The weighted-average remaining useful life of the intangible assets is as follows:
Weighted-Average Remaining Useful Life (Years)
Acquired software technology 5.1
Software licenses 4.3
Customer contracts and lists 1.5
Internal use software 13.6
Other intangibles 0.0
Total weighted-average remaining useful life 8.3
Expenditures for major software purchases and software developed or obtained for internal use are capitalized and amortized on a straight-line basis generally over a three- to five-year period or another period deemed appropriate based on the specific characteristics of the software, considering the potential impact of obsolescence, speed of technology changes, competition, and other economic factors.
Amortization of intangibles for the years ended June 30, 2026, 2025 and 2024 was as follows:
Years ended June 30,
2026 2025 2024
(in millions)
Amortization expense for intangible assets $ 291.8 $ 283.8 $ 279.5
Estimated remaining amortization expenses of the Company’s existing intangible assets for the next five fiscal years and thereafter are as follows:
Years Ending June 30, (in millions)
2027 $ 240.1
2028 209.4
2029 126.0
2030 116.8
2031 104.0
Thereafter 403.8
Total $ 1,199.9
NOTE 12. DEFERRED CLIENT CONVERSION AND START-UP COSTS
Deferred client conversion and start-up costs consisted of the following:
June 30,
2026 2025
(in millions)
Deferred client conversion and start-up costs $ 819.3 $ 842.9
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:
June 30,
2026 2025
(in millions)
Deferred client conversion and start-up cost amortization $ 145.5 $ 148.8
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NOTE 13. OTHER NON-CURRENT ASSETS
Other non-current assets consisted of the following:
June 30,
2026 2025
(in millions)
Long-term investments (a) $ 391.4 $ 299.2
Digital assets (b) 216.1 —
ROU assets (c) 228.6 176.1
Contract assets (d) 128.0 137.5
Deferred sales commissions costs 137.7 131.7
Warrant assets (e) 31.6 —
Long-term broker fees 16.1 24.3
Deferred data center costs (f) 4.6 8.3
Other (g) 61.9 50.9
Total $ 1,215.9 $ 827.9
_________
(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. Refer to Note 18, “Employee Benefit Plans” for details.
(b) Please refer to Note 2, “Summary of Significant Accounting Policies” and Note 8, “Fair Value of Financial Instruments” for further discussion.
(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.
(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.
(e) Represents Warrants related to the Company's contribution of Canton Coins to CNTN during the second quarter of fiscal year 2026. Please refer to Note 8, “Fair Value of Financial Instruments” for a further discussion.
(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.
(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. Refer to Note 16, “Other Non-Current Liabilities” and Note 7, “Derivative Instruments” for details.
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NOTE 14. PAYABLES AND ACCRUED EXPENSES
Payables and accrued expenses consisted of the following:
June 30,
2026 2025
(in millions)
Accounts payable $ 149.7 $ 220.3
Employee compensation and benefits (a) 372.4 372.8
Accrued broker fees 143.7 137.0
Accrued dividend payable 111.2 103.1
Customer deposits 83.7 84.4
Accrued taxes 72.6 60.1
Business process outsourcing administration fees 53.7 52.6
Operating lease liabilities 38.9 37.2
Software license liabilities 30.9 18.8
Other 81.6 26.6
Total $ 1,138.2 $ 1,112.8
_________
(a) Includes a restructuring liability of $9.3 million and $22.7 million as of June 30, 2026 and 2025, respectively.
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NOTE 15. BORROWINGS
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:
Expiration Date Principal amount outstanding at June 30, 2026 Carrying value at June 30, 2026 Carrying value at June 30, 2025 Unused Available Capacity Fair Value at June 30, 2026
(in millions)
Current portion of long-term debt
Fiscal 2016 Senior Notes June 2026 $ — $ — $ 499.3 $ — $ —
Total $ — $ — $ 499.3 $ — $ —
Long-term debt, excluding current portion
Fiscal 2025 Revolving Credit Facility:
U.S. dollar tranche December 2029 $ 250.0 $ 250.0 $ — $ 750.0 $ 250.0
Multicurrency tranche December 2029 24.7 24.7 133.5 475.3 24.7
Total Revolving Credit Facility $ 274.7 $ 274.7 $ 133.5 $ 1,225.3 $ 274.7
Fiscal 2024 Amended Term Loan August 2026 $ — $ — $ 879.1 $ — $ —
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
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
Total long-term debt $ 3,274.7 $ 3,254.6 $ 2,753.0 $ 1,225.3 $ 3,118.1
Total debt $ 3,274.7 $ 3,254.6 $ 3,252.3 $ 1,225.3 $ 3,118.1
_________
Future principal payments on the Company’s outstanding debt are as follows (in millions):
2027 2028 2029 2030 2031 Thereafter Total
Years ending June 30, $ — $ — $ — $ 1,024.7 $ 1,750.0 $ 500.0 $ 3,274.7
Fiscal 2025 Revolving Credit Facility: In December 2024, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility (the “Fiscal 2025 Revolving Credit Facility”), which replaced the $1.5 billion five-year revolving credit facility entered during April 2021 (the “Fiscal 2021 Revolving Credit Facility) (together the “Revolving Credit Facilities”). The Fiscal 2025 Revolving Credit Facility is comprised of a $1.0 billion U.S. dollar tranche and a $500.0 million multicurrency tranche.
The weighted-average interest rate on the Revolving Credit Facilities was 4.49%, 5.49% and 6.50% for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. The fair value of the variable-rate Fiscal 2025 Revolving Credit Facility borrowings at June 30, 2026 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 8, “Fair Value of Financial Instruments”).
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Under the Fiscal 2025 Revolving Credit Facility, revolving loans denominated in U.S. 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). The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2025 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2025 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At June 30, 2026, the Company is in compliance with all covenants of the Fiscal 2025 Revolving Credit Facility.
Fiscal 2021 Term Loans: In March 2021, the Company entered into an amended and restated term credit agreement as amended on December 23, 2021 and May 23, 2023, (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”) and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”). The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the acquisition of Itiviti Holding AB and pay certain fees and expenses in connection therewith. Once borrowed, amounts repaid or prepaid in respect of such Fiscal 2021 Term Loans may not be reborrowed. 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). 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.
Fiscal 2024 Amended Term Loan: 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). In August 2025, the Company repaid in full the $750.0 million in Fiscal 2024 Amended Term Loan outstanding.
Fiscal 2026 Term Loan: 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. The Fiscal 2026 Term Loan will mature in August 2030 on the fifth anniversary of the amended Funding Date of August 21, 2025. 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).
The Company may voluntarily prepay the Fiscal 2026 Term Loan in whole or in part and without premium or penalty. 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. The Term Credit Agreement is subject to certain covenants, including a leverage ratio. At June 30, 2026, the Company is in compliance with all covenants of the Fiscal 2026 Term Loan.
Fiscal 2016 Senior Notes: 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. In June 2026, the Company repaid in full the $500.0 million in Fiscal 2016 Senior Notes that were outstanding at their maturity date.
Fiscal 2020 Senior Notes: In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). 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. The Fiscal 2020 Senior Notes were issued at a price of 99.717% (effective yield to maturity of 2.933%). The indenture governing the Fiscal 2020 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At June 30, 2026, the Company is in compliance with the covenants of the indenture governing the Fiscal 2020 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2020 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2020 Senior Notes at June 30, 2026 and June 30, 2025 was $703.2 million and $702.8 million, respectively, 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”).
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Fiscal 2021 Senior Notes: In May 2021, the Company completed an offering of $1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”). The Fiscal 2021 Senior Notes will mature on May 1, 2031 and bear interest at a rate of 2.60% per annum. 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%). The indenture governing the Fiscal 2021 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At June 30, 2026, the Company is in compliance with the covenants of the indenture governing the Fiscal 2021 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2021 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2021 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2021 Senior Notes at June 30, 2026 and June 30, 2025 was $893.1 million and $891.4 million, respectively, 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”).
Fiscal 2026 Senior Notes: 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. Interest on the Fiscal 2026 Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year. The Fiscal 2026 Senior Notes were issued at a price of 99.700% (effective yield to maturity of 5.790%). The indenture governing the Fiscal 2026 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At June 30, 2026, the Company is in compliance with the covenants of the indenture governing the Fiscal 2026 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2026 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2026 Senior Notes in whole or in part at any time before their maturity. 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”).
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. As of June 30, 2026 and 2025, respectively, there were no outstanding borrowings under these lines of credit.
NOTE 16. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
June 30,
2026 2025
(in millions)
Post-employment retirement obligations (a) $ 259.2 $ 238.0
Operating lease liabilities $ 224.1 $ 169.5
Software license liabilities 97.5 35.8
Non-current income taxes 73.3 74.6
Acquisition related contingencies 59.9 14.0
Other (b) 21.5 53.5
Total $ 735.5 $ 585.5
(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. Refer to Note 18, “Employee Benefit Plans” for details.
(b) Includes derivative liabilities as of June 30, 2026 and June 30, 2025 related to the Company’s derivative contracts. Refer to Note 7, “Derivative Instruments” for further discussion.
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NOTE 17. STOCK-BASED COMPENSATION
Incentive Equity Awards. The Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (the “2007 Plan”) and 2018 Omnibus Award Plan (the “2018 Plan”) provide for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock awards, stock bonuses and performance compensation awards to employees, non-employee directors, and other key individuals who perform services for the Company. The 2018 Plan was approved by shareholders in November 2018 and replaced the 2007 Plan. As of June 30, 2026, there were 4.8 million shares available for future issuance under the 2018 Plan. The accounting for stock-based compensation requires the measurement of stock-based compensation expense to be recognized in the Consolidated Statements of Earnings based on the fair value of the award on the date of grant. In accordance with the 2007 Plan and 2018 Plan, the Company’s stock-based compensation consists of the following:
Stock Options: Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant. Stock options are generally issued under a graded vesting schedule, meaning that they vest ratably over four years, and have a term of 10 years. A portion of the stock options granted in fiscal year 2018 have a cliff vesting schedule meaning that they fully vest in four years from the grant date and have a term of 10 years. Compensation expense for stock options under a graded vesting schedule is recognized over the requisite service period for each separately vesting portion of the stock option award. Compensation expense for stock options under a cliff vesting schedule is recognized equally over the vesting period of four years with 25 percent of the cost recognized over each 12 months period net of estimated forfeitures.
Time-based Restricted Stock Units: 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. 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.
Performance-based Restricted Stock Units: The Company has a performance-based RSU program under which RSUs representing the right to receive one share of the Company’s common stock for each vested RSU granted. RSUs vest upon the achievement by the Company of specific performance metrics. 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.
The Company amended the retirement eligibility provisions for time-based RSU and performance-based RSU awards granted in fiscal year 2026 and thereafter. 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. This change resulted in the recognition of $7.1 million of additional stock-based compensation expense in fiscal year 2026.
Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Stock-Based Compensation policy.
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The activity related to the Company’s stock options for the fiscal years ended June 30, 2026, 2025 and 2024 consisted of the following:
Stock Options
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) (a)
Outstanding at June 30, 2023 2,696,805 $ 116.46
Granted 338,301 197.04
Exercised (b) (732,491) 98.34
Expired/forfeited (121,994) 158.93
Outstanding at June 30, 2024 2,180,621 $ 132.68
Granted 322,641 238.93
Exercised (b) (579,863) 107.62
Expired/forfeited (6,071) 186.33
Outstanding at June 30, 2025 1,917,328 $ 157.97
Granted 539,247 191.77
Exercised (b) (207,291) 104.01
Expired/forfeited (42,376) 168.49
Outstanding at June 30, 2026 2,206,908 $ 171.09 6.76 $ 9.7
Exercisable at June 30, 2026 1,224,061 $ 149.16 5.12 $ 9.7
Vested and Expected to vest at June 30, 2026 (c) 2,182,086 $ 170.77 6.73 $ 9.7
_________
(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.
(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.
(c)Options outstanding that are fully vested and expected to vest, net of estimated future forfeitures.
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.
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:
Years ended June 30,
2026 2025 2024
Graded Vesting
Risk-free interest rate 3.7 % 4.4 % 4.3 %
Dividend yield 2.0 % 1.5 % 1.7 %
Weighted-average volatility factor 25.6 % 23.9 % 23.7 %
Weighted-average expected life (in years) 5.3 5.5 5.5
Weighted-average fair value (in dollars) $ 46.64 $ 62.15 $ 49.31
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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:
Time-based RSUs Performance-based RSUs
Number of Shares Weighted Average Grant-Date Fair Value Number of Shares Weighted Average Grant-Date Fair Value
Balances at June 30, 2023 731,327 $ 137.76 201,705 $ 153.42
Granted 299,368 173.18 92,905 168.95
Vesting of RSUs (d) (294,088) 152.47 (85,914) 158.22
Expired/forfeited (53,923) 152.23 (46,891) 145.22
Outstanding at June 30, 2024 682,684 $ 146.05 161,805 $ 152.21
Granted 278,262 207.22 107,142 203.13
Vesting of RSUs (d) (321,759) 135.08 (79,046) 137.47
Expired/forfeited (48,584) 173.56 (10,788) 143.51
Outstanding at June 30, 2025 590,603 $ 178.58 179,113 $ 189.69
Granted 262,266 216.06 122,962 217.50
Vesting of RSUs (d) (77,038) 163.22 (7,698) 211.26
Expired/forfeited (46,825) 199.25 (8,645) 207.32
Outstanding at June 30, 2026 (e) 729,006 $ 192.36 285,732 $ 200.55
(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. 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.
(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. 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.
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. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs. The Company repurchased 3.4 million shares in fiscal year 2026 under our share repurchase program as compared to 0.4 million shares repurchased in fiscal year 2025 under our share repurchase program, which excludes shares withheld by the Company to cover payroll taxes on the vesting of RSU awards, which are also accounted for as treasury stock. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.
NOTE 18. EMPLOYEE BENEFIT PLANS
A. Defined Contribution Savings Plans. The Company sponsors a 401(k) savings plan covering eligible U.S. employees of the Company. This plan provides a base contribution plus Company matching contributions on a portion of employee contributions.
The ERSP was adopted effective January 1, 2015 for those executives who are not participants in the SORP or SERP. The ERSP is a defined contribution plan that allows eligible full-time U.S. employees to defer compensation until a later date and the Company will match a portion of the deferred compensation above the qualified defined contribution compensation and deferral limitations.
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The costs recorded by the Company for these plans were:
Years ended June 30,
2026 2025 2024
(in millions)
401(k) savings plan $ 41.4 $ 50.0 $ 47.2
ERSP 3.4 3.4 3.7
Total $ 44.7 $ 53.4 $ 50.9
B. Defined Benefit Pension Plans. The Company sponsors the Supplemental Officer Retirement Plan (“SORP”). The SORP is a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation. The SORP was closed to new participants beginning in fiscal year 2015. The Company also sponsors a Supplemental Executive Retirement Plan (“SERP”). The SERP is also a non-qualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation. The SERP was closed to new participants beginning in fiscal year 2015.
The SORP and SERP are effectively funded with assets held in a Rabbi Trust. 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. The Rabbi Trust is irrevocable and no portion of the trust funds may be used for any purpose other than the delivery of those assets to the participants, except that assets held in the Rabbi Trust would be subject to the claims of the Company’s general creditors in the event of bankruptcy or insolvency of the Company. The SORP and SERP are nonqualified plans for federal tax purposes and for purposes of Title I of ERISA. 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. 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:
Years ended June 30,
2026 2025 2024
(in millions)
SORP $ 3.5 $ 3.5 $ 3.5
SERP 0.3 0.3 0.3
Total $ 3.7 $ 3.8 $ 3.7
The benefit obligation to the Company under these plans at June 30, 2026, 2025 and 2024 was:
Years ended June 30,
2026 2025 2024
(in millions)
SORP $ 61.0 $ 57.6 $ 56.4
SERP 4.9 5.0 5.2
Total $ 65.9 $ 62.6 $ 61.6
C. Other Post-retirement Benefit Plan. The Company sponsors an Executive Retiree Health Insurance Plan. It is a post-retirement benefit plan pursuant to which the Company helps defray the health care costs of certain eligible key executive retirees and qualifying dependents, based upon the retirees’ age and years of service, until they reach the age of 65. The plan is currently unfunded.
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The amounts charged to expense by the Company for this plan were:
Years ended June 30,
2026 2025 2024
(in millions)
Executive Retiree Health Insurance Plan $ 0.6 $ 0.8 $ 0.6
The benefit obligation to the Company under this plan at June 30, 2026, 2025 and 2024 was:
Years ended June 30,
2026 2025 2024
(in millions)
Executive Retiree Health Insurance Plan $ 3.7 $ 4.7 $ 5.4
D. Other Post-employment Benefit Obligations. The Company sponsors certain non-U.S. benefits-related plans covering certain eligible international employees who are eligible under the terms of their employment in their respective countries. These plans are generally unfunded.
The amounts charged to expense by the Company for these plans were in fiscal years 2026, 2025 and 2024 was:
Years ended June 30,
2026 2025 2024
(in millions)
Other Non-U.S. Benefits-Related Plans $ 4.1 $ 4.8 $ 2.8
The benefit obligation to the Company under these plans at June 30, 2026, 2025 and 2024 was:
Years ended June 30,
2026 2025 2024
(in millions)
Other Non-U.S. Benefits-Related Plans $ 19.8 $ 16.3 $ 12.4
NOTE 19. INCOME TAXES
Earnings before income taxes shown below are based on the geographic location to which such earnings are attributable.
Years Ended June 30,
2026 2025 2024
(in millions)
Earnings before income taxes:
U.S. $ 1,281.9 $ 903.6 $ 716.1
Foreign 163.9 155.1 161.3
Total $ 1,445.8 $ 1,058.7 $ 877.4
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The Provision for income taxes consists of the following components:
Years Ended June 30,
2026 2025 2024
(in millions)
Current:
U.S. Federal $ 120.8 $ 148.8 $ 205.8
Foreign 67.0 45.3 63.9
U.S. State 28.1 30.3 29.4
Total current 215.8 224.4 299.0
Deferred:
U.S. Federal 111.8 10.3 (89.4)
Foreign (26.6) (15.1) (25.6)
U.S. State 20.6 (0.4) (4.7)
Total deferred 105.8 (5.2) (119.7)
Total Provision for income taxes $ 321.6 $ 219.2 $ 179.3
As described in Note 2, “Summary of Significant Accounting Policies”, effective July 1, 2025, the Company adopted ASU No. 2023-09 on a prospective basis. The income tax rate reconciliation below for the fiscal year ended June 30, 2026 reflects the disclosure requirements of ASU No. 2023-09:
Year Ended June 30,
2026 %
(in millions)
U.S. Federal statutory tax rate $ 303.6 21.0
Domestic state and local income taxes, net of Federal tax effect (a) 36.8 2.5
Foreign tax effects 4.1 0.3
Domestic Federal:
Effect of cross-border tax laws (20.7) (1.4)
Tax credits (7.5) (0.5)
Non-taxable and non-deductible items, net 8.3 0.6
Changes in unrecognized tax benefits (3.0) (0.2)
Effective income tax rate $ 321.6 22.2
_________
(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.
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A reconciliation of the U.S. 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. 2023-09 is as follows:
For Years Ended June 30,
2025 % 2024 %
(in millions)
Provision for income taxes at U.S. statutory rate $ 222.3 21.0 $ 184.2 21.0
Increase (decrease) in Provision for income taxes from:
State taxes, net of federal tax 24.9 2.4 20.5 2.3
Foreign rate differential 2.3 0.2 5.8 0.7
Valuation allowances 0.3 — 0.5 0.1
Stock-based compensation - excess tax benefits (“ETB”) (20.5) (1.9) (12.9) (1.5)
Tax Credits and Foreign-Derived Intangible Income Deduction (“FDII”) (10.4) (1.0) (21.2) (2.4)
Other 0.4 — 2.2 0.3
Total Provision for income taxes $ 219.2 20.7 $ 179.3 20.4
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. 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. The decrease in discrete tax benefits was primarily driven by a decrease in the ETB.
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.
A summary of income taxes paid by jurisdiction pursuant to ASU No. 2023-09 for the fiscal year ended June 30, 2026 is as follows:
For Year Ended June 30,
2026
(in millions)
U.S. Federal $ 119.7
U.S. State and Local (a) 37.4
Foreign (a) 46.5
Total income taxes paid, net of refunds $ 203.6
(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. The Company considers $827.9 million of accumulated earnings attributable to foreign subsidiaries to be permanently reinvested outside the U.S. and has not determined the cost to repatriate such earnings since it is not practicable to calculate the amount of income taxes payable in the event all such foreign earnings are repatriated. The Company does not consider the remaining $125.4 million of accumulated earnings to be permanently reinvested outside the U.S. The Company has accrued approximately $4.9 million of foreign income and withholding taxes, state income taxes, and tax on exchange gain attributable to such earnings.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) adopted model rules for a global framework to impose a 15% global minimum tax referred to as Pillar Two effective for tax years beginning after January 1, 2024. The OECD continues to issue additional guidance on the operation of the model rules. While the United States has not enacted Pillar Two, certain countries in which we operate have adopted their own version of the Pillar Two model rules. Management continues to monitor additional guidance from the OECD and countries which are implementing Pillar Two. Based on current guidance, we believe that our net income, cash flows, or financial condition will not be materially impacted by Pillar Two.
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Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities at June 30, 2026 and 2025 were as follows:
June 30,
2026 2025
(in millions)
Classification:
Long-term deferred tax assets (included in Other non-current assets) $ 27.6 $ 26.8
Long-term deferred tax liabilities (387.0) (261.0)
Net deferred tax liabilities $ (359.4) $ (234.2)
Components:
Deferred tax assets:
Accrued expenses not currently deductible $ 13.8 $ 14.9
Compensation and benefits not currently deductible 96.1 91.5
Net operating losses 23.2 24.6
Tax credits 5.3 7.3
Research and development expenses 57.3 139.0
Deferred revenue 43.4 70.5
Cross Currency Swap and Treasury-Locks 0.9 7.7
Other — 3.4
Total deferred tax assets 239.9 358.8
Less: Valuation allowances (6.9) (11.2)
Deferred tax assets, net 233.0 347.6
Deferred tax liabilities:
Goodwill and identifiable intangibles 155.0 174.5
Depreciation 15.2 5.5
Deferred expenses 337.6 376.6
Unremitted earnings 4.9 8.0
Digital assets 48.6 —
Other 31.2 17.3
Deferred tax liabilities 592.4 581.9
Net deferred tax liabilities $ (359.4) $ (234.2)
The Company has estimated foreign net operating loss carryforwards of approximately $41.6 million as of June 30, 2026 of which $7.2 million are subject to expiration in the June 30, 2028 through June 30, 2043 period, and of which $34.4 million has an indefinite utilization period. In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately $20.0 million of which $6.3 million are subject to expiration in the June 30, 2027 through June 30, 2037 period with the balance of $13.7 million having an indefinite utilization period.
Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of $6.9 million and $11.2 million at June 30, 2026 and 2025, respectively. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. 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.
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The following table summarizes the activity related to the Company’s gross unrecognized tax positions:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Beginning balance $ 92.8 $ 74.7 $ 68.8
Gross increases related to prior period tax positions 9.1 23.6 8.0
Gross decreases related to prior period tax positions (4.2) (6.2) (2.0)
Gross increases related to current period tax positions 8.5 7.1 7.5
Gross decreases related to settlements — (0.4) (0.4)
Gross decreases due to lapse of the statute of limitations (13.9) (6.0) (7.2)
Ending balance $ 92.3 $ 92.8 $ 74.7
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.
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; 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; 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. Federal, state and foreign income tax authorities. The tax years that are currently open and could be subject to income tax audits for U.S. federal and most state and local jurisdictions are fiscal years ending June 30, 2022 through June 30, 2026, and for Canadian operations that could be subject to audit in Canada, fiscal years ending June 30, 2022 through June 30, 2026. A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements.
NOTE 20. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
Data Center Agreements
The Company is a party to an Amended and Restated IT Services Agreement (“ITSA”) with Kyndryl, Inc. (“Kyndryl”), an entity formed by IBM’s spin-off of its managed infrastructure services business. 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. 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. 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. The SIS Services Agreement expires on October 31, 2029. Fixed minimum commitments remaining under the SIS Services Agreement at June 30, 2026 are $103.1 million through October 31, 2029, the final year of the SIS Services Agreement.
The Company is a party to an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which Kyndryl operates, manages and supports the Company’s private cloud global distributed platforms and products, and operates and manages certain Company networks. The Private Cloud Agreement expires on March 31, 2030. Fixed minimum commitments remaining under the Private Cloud Agreement at June 30, 2026 are $62.9 million through March 31, 2030, the final year of the contract.
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The following table summarizes the capitalized costs related to data center agreements as of June 30, 2026:
Amended and Restated IT Services Agreement Other Total
(in millions)
Capitalized costs, beginning balance $ 63.0 $ 8.1 $ 71.2
Capitalized costs incurred — 0.4 0.4
Impact of foreign currency exchange — (0.3) (0.3)
Total capitalized costs, ending balance 63.0 8.2 71.2
Total accumulated amortization (60.1) (6.9) (67.0)
Net Deferred Costs $ 3.0 $ 1.2 $ 4.2
Cloud Services Resale Agreement
On December 31, 2021, the Company and Presidio Networked Solutions LLC (“Presidio”), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, “AWS”), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the “Order Form”), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the “AWS Cloud Agreement”), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company’s cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimum commitments remaining under the AWS Cloud Agreement at June 30, 2026 are $23.8 million through December 31, 2026.
Investments
The Company has an equity method investment that is a variable interest in a variable interest entity. The Company is not the primary beneficiary and therefore does not consolidate the investee. 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.
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
The Company has obligations under the Amended IT Services Agreement, the Private Cloud Agreement, the AWS Cloud Agreement, software license agreements including hosted software arrangements, and software and hardware maintenance and support agreements.
The following table summarizes the total expenses related to these agreements:
Years ended June 30,
2026 2025 2024
(in millions)
Data center expenses $ 281.4 $ 254.8 $ 223.7
Software license agreements 132.6 105.8 101.5
Software/hardware maintenance agreements 71.0 68.5 72.4
Total expenses $ 485.0 $ 429.0 $ 397.5
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The future minimum commitments at June 30, 2026 for the aforementioned Amended IT Services Agreement, the Private Cloud Agreement, the AWS Cloud Agreement, software license agreements including hosted software arrangements, and software and hardware maintenance and support agreements are as follows:
Years Ending June 30, (in millions)
2027 $ 238.2
2028 207.1
2029 173.3
2030 132.7
2031 81.6
Thereafter 35.5
Total $ 868.5
The future minimum commitments table excludes $128.5 million of other liabilities recorded on the Company’s Consolidated Balance Sheet as of June 30, 2026.
Litigation
Broadridge or its subsidiaries are subject to various claims and legal matters that arise in the normal course of business (referred to as “Litigation”). The Company establishes reserves for Litigation and other loss contingencies when it is both probable that a loss will occur, and the amount of such loss can reasonably be estimated. For certain Litigation matters for which the Company does not believe it probable that a loss will occur at this time, the Company is able to estimate a range of reasonably possible losses in excess of established reserves. Management currently estimates an aggregate range of reasonably possible losses for such matters of up to $5.0 million in excess of any established reserves. The Litigation matters underlying the estimated range will change from time to time, and it is reasonably possible that the actual results may vary significantly from this estimate. The Company’s management currently believes that resolution of any outstanding legal matters will not have a material adverse effect on the Company’s financial position or results of operations. 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.
Other
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. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements.
The Company’s business process outsourcing and mutual fund processing services are performed by Broadridge Business Process Outsourcing, LLC (“BBPO”), an indirect subsidiary, which is a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions, process any retail business or carry customer accounts. As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount. At June 30, 2026, BBPO was in compliance with this net capital requirement. 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. 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. As a result, Matrix Trust Company is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Financial Institutions, as well as the National Securities Clearing Corporation. Specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. At June 30, 2026, Matrix Trust Company was in compliance with its capital requirements.
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NOTE 21. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss):
Foreign Currency Translation Pension and Post- Retirement Liabilities Cash Flow Hedge Total
(in millions)
Balances at June 30, 2023 $ (273.6) $ (4.6) $ (6.5) $ (284.7)
Other comprehensive income (loss) before reclassifications (46.8) (1.3) — (48.0)
Amounts reclassified from accumulated other comprehensive income/(loss) — 0.2 0.8 1.1
Balances at June 30, 2024 $ (320.3) $ (5.7) $ (5.7) $ (331.7)
Other comprehensive income (loss) before reclassifications 56.7 0.9 — 57.6
Amounts reclassified from accumulated other comprehensive income/(loss) — 0.4 0.8 1.2
Balances at June 30, 2025 $ (263.6) $ (4.4) $ (4.9) $ (272.9)
Other comprehensive income (loss) before reclassifications (10.8) (1.5) — (12.3)
Amounts reclassified from accumulated other comprehensive income/(loss) — 0.3 0.8 1.1
Balances at June 30, 2026 $ (274.4) $ (5.6) $ (4.1) $ (284.1)
Refer to Note 2, “Summary of Significant Accounting Policies” for further details on the Foreign Currency Translation and Transactions policy.
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NOTE 22. FINANCIAL DATA BY SEGMENT
The Company operates in two reportable segments: Investor Communication Solutions and Global Technology and Operations. See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments.
The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”). The chief operating decision maker utilizes earnings before income taxes to make decisions on resource allocation, including investment of profits, potential acquisitions, or return of capital. The chief operating decision maker does not review assets and capital expenditures in evaluating the results of the Company’s segments, therefore such information is not presented.
Investor Communication Solutions (a), (b) Global Technology and Operations (a), (b) Total Reportable Segments Corporate and Other (c) Total
(in millions)
Year ended June 30, 2026
Revenues $ 5,560.8 $ 1,916.0 $ 7,476.8 $ — $ 7,476.8
Depreciation and amortization 46.7 47.5 94.2 43.5 137.7
Amortization of acquired intangibles 42.7 160.9 203.6 — 203.6
Amortization of other assets 37.6 106.9 144.5 22.6 167.1
Other direct expenses 3,938.2 1,154.8 5,093.0 429.6 5,522.6
Other segment items 392.1 148.1 540.2 (540.2) —
Earnings (loss) before income taxes $ 1,103.5 $ 297.8 $ 1,401.3 $ 44.5 $ 1,445.8
Year ended June 30, 2025
Revenues $ 5,113.0 $ 1,776.1 $ 6,889.1 $ — $ 6,889.1
Depreciation and amortization 44.7 52.8 97.5 33.2 130.7
Amortization of acquired intangibles 42.9 153.7 196.6 — 196.6
Amortization of other assets 39.4 113.9 153.3 17.5 170.8
Other direct expenses 3,633.2 1,105.6 4,738.8 593.4 5,332.2
Other segment items 298.8 148.7 447.5 (447.5) —
Earnings (loss) before income taxes $ 1,054.0 $ 201.4 $ 1,255.4 $ (196.7) $ 1,058.7
Year ended June 30, 2024
Revenues $ 4,857.9 $ 1,648.9 $ 6,506.8 $ — $ 6,506.8
Depreciation and amortization 40.1 49.4 89.5 30.3 119.8
Amortization of acquired intangibles 45.4 154.9 200.3 — 200.3
Amortization of other assets 38.5 102.6 141.1 16.7 157.8
Other direct expenses 3,514.5 1,032.7 4,547.2 604.3 5,151.5
Other segment items 269.0 135.9 404.9 (404.9) —
Earnings (loss) before income taxes $ 950.4 $ 173.3 $ 1,123.7 $ (246.3) $ 877.4
(a)Other direct expenses included in the Segment earnings (loss) before income taxes include interest, distribution, labor, lease, data center, and other expenses that are directly incurred by the segment.
(b)Other segment items include expenses related to centrally managed activities that are allocated to the reportable segments based on usage and other factors.
(c)The primary components of “Corporate and Other” are certain gains, losses, centrally managed activities, and non-operating expenses that have not been allocated to the reportable segments, such as interest expense, 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. Refer to Note 2, “Summary of Significant Accounting Policies” and Note 8, “Fair Value of Financial Instruments” for details.
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Revenues and assets by geographic area are as follows:
United States Canada Europe Other Total
(in millions)
Year ended June 30, 2026
Revenues $ 6,374.6 $ 544.4 $ 493.6 $ 64.1 $ 7,476.8
Assets $ 5,947.3 $ 609.4 $ 2,088.6 $ 299.8 $ 8,945.3
Year ended June 30, 2025
Revenues $ 5,907.0 $ 463.8 $ 464.7 $ 53.6 $ 6,889.1
Assets $ 5,667.4 $ 619.2 $ 2,000.9 $ 257.5 $ 8,545.0
Year ended June 30, 2024
Revenues $ 5,620.1 $ 393.9 $ 445.9 $ 46.8 $ 6,506.8
Assets $ 5,620.1 $ 457.2 $ 1,926.7 $ 238.4 $ 8,242.4
NOTE 23. SUBSEQUENT EVENTS
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. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors, and will depend upon many factors, including the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.
* * * * * * *
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Broadridge Financial Solutions, Inc.
Schedule II—Valuation and Qualifying Accounts
(in millions)
Column A Column B Column C Column D Column E
Additions
Balance at beginning of period (1) Charged to costs and expenses (2) Charged to other accounts Deductions Balance at end of period
Fiscal year ended June 30, 2026:
Allowance for doubtful accounts $ 12.5 $ 4.0 $ — $ (3.4) $ 13.2
Deferred tax valuation allowance $ 11.2 $ — $ — $ (4.3) $ 6.9
Other receivables $ 2.8 $ — $ — $ — $ 2.8
Fiscal year ended June 30, 2025:
Allowance for doubtful accounts $ 9.7 $ 11.6 $ — $ (8.7) $ 12.5
Deferred tax valuation allowance $ 10.8 $ 0.3 $ 0.1 $ — $ 11.2
Other receivables $ 3.6 $ — $ — $ (0.8) $ 2.8
Fiscal year ended June 30, 2024:
Allowance for doubtful accounts $ 7.2 $ 7.5 $ — $ (5.1) $ 9.7
Deferred tax valuation allowance $ 10.3 $ 0.5 $ — $ — $ 10.8
Other receivables $ 3.6 $ — $ — $ — $ 3.6
Amounts may not sum due to rounding.
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