Financial Analysis

ACQUISITIONS Assets acquired and liabilities assumed in business combinations are recorded on the Companys Condensed Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Companys Condensed Consolidated Statements of Earnings since the respective date 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 Companys consolidated results of operations. FISCAL YEAR 2026 BUSINESS COMBINATIONS 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 Companys ICS reportable segment. The aggregate purchase price included $65.4 million in cash, $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 upon the achievement by the acquired business of certain defined revenue targets. Net tangible liabilities assumed in the transacti …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

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 IBMs spin-off of its managed infrastructure services business. Kyndryl provides certain aspects of the Companys 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 March 31, 2026 are $400.4 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 under the SIS Services Agreement at March 31, 2026 are $113.1 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 wh …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

BORROWINGS Outstanding borrowings and available capacity under the Companys borrowing arrangements were as follows: Expiration Date Principal amount outstanding at March 31, 2026 Carrying value at March 31, 2026 Carrying value at June 30, 2025 Unused Available Capacity Fair Value at March 31, 2026 (in millions) Current portion of long-term debt Fiscal 2016 Senior Notes June 2026 $ 500.0 $ 499.8 $ 499.3 $ $ 498.8 Total $ 500.0 $ 499.8 $ 499.3 $ $ 498.8 Long-term debt, excluding current portion Fiscal 2025 Revolving Credit Facility: U.S. dollar tranche December 2029 $ 170.0 $ 170.0 $ $ 830.0 $ 170.0 Multicurrency tranche December 2029 68.3 68.3 133.5 431.7 68.3 Total Revolving Credit Facility $ 238.3 $ 238.3 $ 133.5 $ 1,261.7 $ 238.3 Fiscal 2026 Term Loan August 2030 $ 750.0 $ 747.2 $ 879.1 $ $ 750.0 Fiscal 2020 Senior Notes December 2029 750.0 746.7 746.0 701.9 Fiscal 2021 Senior Notes May 2031 1,000.0 995.1 994.4 890.3 Total Senior Notes $ 1,750.0 $ 1,741.7 $ 1,740.3 $ $ 1,592.2 Total long-term debt $ 2,738.3 $ 2,727.2 $ 2,753.0 $ 1,261.7 $ 2,580.5 Total debt $ 3,238.3 $ 3,227.0 $ 3,252.3 $ 1,261.7 $ 3,079.3 Future principal payments on the Companys outstanding debt are as follows: Years ending June 30, 2026 2027 2028 2029 2030 Thereafter Total (in millions) $ 500.0 $ $ $ $ 988.3 $ 1,750.0 $ 3,238.3 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 Revolvi …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 (in millions) Investor Communication Solutions Regulatory $ 399.4 $ 365.0 $ 845.4 $ 765.4 Data-driven fund solutions 125.7 114.8 349.4 337.4 Issuer 65.3 60.5 136.9 127.4 Customer communications 209.3 199.5 575.6 542.8 Total ICS Recurring revenues 799.8 739.8 1,907.3 1,773.0 Equity and other 40.2 31.4 103.4 77.2 Mutual funds 32.4 21.3 173.6 163.2 Total ICS Event-driven revenues 72.7 52.7 277.0 240.3 Distribution revenues 592.8 555.0 1,644.2 1,499.0 Total ICS Revenues $ 1,465.3 $ 1,347.5 $ 3,828.5 $ 3,512.3 Global Technology and Operations Capital markets $ 295.5 $ 289.4 $ 877.1 $ 829.9 Wealth and investment management 192.8 174.7 551.3 481.5 Total GTO Recurring revenues $ 488.3 $ 464.1 1,428.4 1,311.4 Total Revenues $ 1,953.6 $ 1,811.7 $ 5,256.9 $ 4,823.7 Revenues by Type Recurring revenues $ 1,288.1 $ 1,203.9 $ 3,335.7 $ 3,084.3 Event-driven revenues 72.7 52.7 277.0 240.3 Distribution revenues 592.8 555.0 1,644.2 1,499.0 Total Revenues $ 1,953.6 $ 1,811.7 $ 5,256.9 $ 4,823.7

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STOCK-BASED COMPENSATION The activity related to the Companys incentive equity awards for the three months ended March 31, 2026 consisted of the following: Stock Options Time-based Restricted Stock Units Performance-based Restricted Stock Units Number of Options Weighted- Average Exercise Price Number of Shares Weighted- Average Grant Date Fair Value Number of Shares Weighted- Average Grant Date Fair Value Balances at December 31, 2025 1,723,731 $ 163.78 759,447 $ 192.97 263,920 $ 201.29 Granted 525,517 190.89 12,154 185.63 5,227 177.88 Exercise of stock options (a) (32,438) 108.54 Vesting of restricted stock units (5,011) 204.45 Expired/forfeited (6,355) 200.65 Balances at March 31, 2026 (b),(c) 2,216,810 $ 171.02 760,235 $ 192.71 269,147 $ 200.83 _________ (a) Stock options exercised during the period of October 1, 2025 through March 31, 2026 had an aggregate intrinsic value of $2.4 million. (b) As of March 31, 2026, the Companys outstanding vested and exercisable stock options using the March 31, 2026 closing stock price of $162.48 (approximately 1.2 million shares) had an aggregate intrinsic value of $29.0 million with a weighted-average exercise price of $148.64 and a weighted-average remaining contractual life of 5.4 years. The total of all stock options outstanding as of March 31, 2026 has a weighted-average remaining contractual life of 7.0 years. (c) As of March 31, 2026, time-based restricted stock units and performance-based restricted stock units expected to vest …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

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. The Company has not changed its valuation techniques in measuring the fair value of any of its Level 1 and Level 2 financial …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

INCOME TAXES Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 (in millions) Provision for income taxes $ 64.3 $ 67.8 $ 197.7 $ 121.9 Effective tax rate 18.9 % 21.8 % 21.4 % 20.8 % Excess tax benefits $ 0.1 $ 5.2 $ 2.4 $ 11.5 The decrease in the effective tax rate for the three months ended March 31, 2026 was primarily driven by an increase in discrete tax benefits. The increase in the effective tax rate for the nine months ended March 31, 2026 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.

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Recently Issued Accounting Pronouncements 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 effective tax rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. ASU No. 2023-09 is effective for the Company for annual periods beginning with our fiscal year ending June 30, 2026. This ASU will result in additional disclosures with no impact to the Company's Consolidated Balance Sheets or Consolidated Statements of Earnings, Comprehensive Income, Equity, or Cash Flows. In November 2024, the FASB issued ASU No. 2024-03, Income StatementReporting Comprehensive IncomeExpense 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 Companys Consolidated Fi …

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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 Companys 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 Companys bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications ma …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

INTERIM 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 Companys reportable segments. The Companys 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 Companys 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) Three months ended March 31, 2026 Revenues $ 1,465.3 $ 488.3 $ 1,953.6 $ $ 1,953.6 Depreciation and amortization 12.1 11.4 23.5 12.2 35.6 Amortization of acquired intangibles 11.1 41.7 52.8 52.8 Amortization of other assets 8.6 27.4 36.1 5.5 41.6 Other direct expenses 1,035.9 289.0 1,324.9 158.0 1,483.0 Other segment items 88.0 33.4 121.4 (121.4) Earnings (loss) before income taxes $ 309.5 $ 85.4 $ 394.9 $ (54.3) $ 340.6 Nine months ended March 31, 2026 Revenues $ 3,828.5 $ 1,428.4 $ 5,256.9 $ $ 5,256.9 Depreciation and amortization 35.5 36.2 71.8 29.8 101.6 Amortization of acquired intangibles 31.5 123.8 155.2 155.2 Amortization …

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SUBSEQUENT EVENT On April 30, 2026, the Company completed the acquisition of CQG, Inc. (CQG). CQG is a Denver-based execution management system provider to futures and options market participants. The total purchase price was approximately $173.0 million plus additional contingent consideration. CQG will be included in the Companys GTO reportable segment. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing