BROADRIDGE FINANCIAL SOLUTIONS, INC.

Broadridge Financial Solutions, Inc. (Broadridge) operates as a global financial technology leader, providing technology-driven solutions to a diverse client base including banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds. The company's core business model revolves around delivering multi-client technology and business process outsourcing services, primarily through common Software-as-a-Service (SaaS)-based operations platforms. Broadridge aims to create value for clients by leveraging network benefits, providing deep data and analytics, and offering a comprehensive suite of digital capabilities on a single platform to enable deeper integration, streamlined onboarding, and improved data access. The company emphasizes that its SaaS offerings allow clients to mutualize key functions and reduce costs, positioning itself as a trusted provider of technology and services across analytical, operational, and reporting functions. Broadridge serves a large and diverse client base, including retail and institutional brokerage firms, global banks, mutual funds, asset managers, insurance companies, annuity companies, institutional investors, specialty trading firms, clearing firms, third-party administrators, hedge funds, and financial advisors, as well as corporate clients in healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries ¹.

Broadridge operates in a highly competitive industry, facing competition in its Investor Communication Solutions business from independent proxy distribution service providers, transfer agents, proxy advisory firms, proxy solicitation firms, firms that process proxy votes, financial printers, and clients' in-house operations. In its Global Technology and Operations business, capital markets solutions compete with in-house operations and vendors offering trade processing, back-office record keeping, and sell-side order and execution management systems. Wealth management solutions compete with service providers delivering data, technology solutions, and marketing services to wealth advisors, while investment management solutions compete with firms providing portfolio management, compliance, and operational support for asset managers and hedge funds ². The company's largest client accounted for approximately 7% of its consolidated revenues in fiscal year 2025 ³.

The company's core business model is centered on providing multi-client technology and business process outsourcing services, predominantly through SaaS-based operations platforms. Revenue is generated primarily from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. These fees are derived from both recurring and event-driven activity, with recurring revenue representing the majority. The company's primary customer segments include banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds. Broadridge emphasizes harnessing network benefits, providing deep data and analytics, and offering a comprehensive suite of digital capabilities on a single platform to enable deeper integration, streamlined onboarding, and better data access for its clients ⁴.

The Investor Communication Solutions (ICS) segment is the larger of Broadridge's two business segments, contributing approximately 74% of total revenues in fiscal year 2025 ⁵. This segment provides Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions. Regulatory Solutions encompass proxy materials distribution and voting, electronic and hard copy delivery, maintenance of a rules engine and database for delivery preferences, website posting, email notifications, and proxy voting via multiple channels. It also includes proxy vote solicitation for fund companies and outsourced international institutional and retail proxy processing. Data-Driven Fund Solutions offer data and analytics, predictive modeling, and insights for asset managers and retirement service providers to optimize product distribution and maintain compliance. Corporate Issuer Solutions provide services for shareholder meetings and proxy, corporate governance and sustainability, regulatory filings and disclosure, and stock transfer services, including virtual shareholder meetings and sustainability consulting. Customer Communications Solutions support various industries with omni-channel customer communications management for transactional, marketing, and regulatory communications, utilizing the Broadridge Communications Cloud SM platform for digital and physical delivery ⁶. For the fiscal year ended June 30, 2025, ICS revenues increased by $255.1 million, or 5%, to $5,113.0 million ⁷. Recurring revenues within ICS increased by $158.2 million, or 6%, to $2,731.8 million ⁸. Event-driven revenues increased by $34.0 million, or 12%, to $319.3 million ⁹, and Distribution revenues increased by $63.0 million, or 3%, to $2,062.0 million ¹⁰.

The Global Technology and Operations (GTO) segment accounted for approximately 26% of total revenues in fiscal year 2025 ¹¹. This segment provides mission-critical, scale infrastructure to global financial markets, offering SaaS-based capital markets and wealth and investment management solutions. Capital Markets Solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement, processing trades, clearance, and settlement in over 90 markets. These solutions include data management, securities financing, collateral management, trade and transaction reporting, reconciliations, financial messaging, and asset servicing. Wealth and Investment Management Solutions provide front-to-back technology solutions, including digital marketing services, to broker-dealers and investment advisors, aiming to optimize advisor productivity, improve investor outcomes, and digitize operations. The Investment Management business services the global investment management industry with buy-side technology solutions such as portfolio management, compliance, fee billing, and operational support for various asset managers ¹². For the fiscal year ended June 30, 2025, GTO revenues increased by $127.2 million, or 8%, to $1,776.1 million ¹³. All GTO revenues are classified as recurring ¹⁴.

For the fiscal year ended June 30, 2025, Broadridge reported total revenues of $6,889.1 million ¹⁵, an increase of $382.3 million or 6% from the prior year ¹⁶. Cost of revenues was $4,752.3 million ¹⁷, and selling, general and administrative expenses were $948.2 million ¹⁸, resulting in total operating expenses of $5,700.6 million ¹⁹. Operating income was $1,188.6 million ²⁰, with an operating margin of 17.3% ²¹. Net earnings for the period were $839.5 million ²². Basic earnings per share (EPS) was $7.17 ²³, and diluted EPS was $7.10 ²⁴. Interest expense, net, was $122.7 million ²⁵. The company's cash and cash equivalents stood at $561.5 million as of June 30, 2025 ²⁶. Total debt was $3,252.3 million ²⁷. Free cash flow (Non-GAAP) for the fiscal year was $1,056.4 million ²⁸.

Comparing fiscal year 2025 to fiscal year 2024, total revenues increased by 6% ²⁹. Recurring revenues grew by 7% to $4,507.9 million ³⁰, with recurring revenue growth constant currency also at 7%, driven by organic growth in ICS and GTO and acquisitions in GTO ³¹. Event-driven revenues increased by 12% to $319.3 million, primarily due to a higher volume of mutual fund communications, partially offset by lower equity proxy contest activity ³². Distribution revenues increased by 3% to $2,062.0 million, driven by a postage rate increase of approximately $114 million, partially offset by lower mail volumes ³³. Operating income increased by $171.4 million, or 17%, to $1,188.6 million ³⁴, and the operating margin expanded by 1.7 percentage points to 17.3% ³⁵. Net earnings increased by $141.4 million, or 20%, to $839.5 million ³⁶. In ICS, recurring revenues increased by 6% to $2,731.8 million ³⁷, with Regulatory solutions rising 7%, Data-Driven Fund Solutions rising 6%, Issuer solutions rising 5%, and Customer Communications rising 5% ³⁸. ICS pre-tax margins increased by 1.0 percentage points to 20.6% ³⁹. In GTO, recurring revenues increased by 8% to $1,776.1 million ⁴⁰, with Capital Markets rising 6% and Wealth and Investment Management rising 10% ⁴¹. GTO pre-tax margins increased by 0.8 percentage points to 11.3% ⁴².

During fiscal year 2025, Broadridge completed two acquisitions: SIS in November 2024, which provides wealth management, capital markets, and information technology solutions in Canada and is included in the GTO segment, and CompSci in July 2024, a provider of cloud-based financial technology software for SEC filings, included in the ICS segment. The aggregate purchase price for these businesses was $193.5 million ⁴³. The company also incurred $7.4 million in Restructuring and Other Related Costs in fiscal year 2025, primarily related to severance and other costs from closing substantially all operations of a production facility ⁴⁴. Additionally, Broadridge purchased transferable federal tax credits during fiscal year 2025, resulting in an income tax benefit ⁴⁵.

Broadridge expects to continue its growth strategy focused on three key themes: driving democratization and digitization in governance, simplifying and innovating trading in capital markets, and modernizing wealth and investment management. The company anticipates that financial services firms will increasingly spend on third-party technology, operations, and services, which is expected to drive growth in demand for Broadridge's solutions ⁴⁶.

In the governance sector, Broadridge aims to expand its solutions by transforming content and delivery and enhancing e-product capabilities to boost investor engagement. The company seeks to be a crucial partner to broker-dealers, asset managers, and retirement service providers by offering data-driven solutions that facilitate revenue growth, cost reduction, and compliance. Broadridge is also focused on simplifying the governance process for public companies through an expanding suite of capabilities for shareholder outreach and remains a leading provider of investor communications, delivering richer communication experiences both digitally and through optimized print and mail services ⁴⁷. The proposed acquisition of Acolin Group Holdco Limited (Acolin), a European provider of cross-border fund distribution and regulatory services, is expected to close in the first half of Broadridge's 2026 fiscal year, subject to customary closing conditions, including regulatory approvals. Acolin will be integrated into the Investor Communication Solutions (ICS) reportable segment, with a total purchase price of approximately $70 million plus an additional contingent consideration liability ⁴⁸.

In capital markets, Broadridge is addressing the need for global institutions to simplify their complex technology environments through its SaaS-based, global, multi-asset-class technology platforms. The company is developing next-generation solutions to streamline client operations, enhance performance and resiliency, facilitate global operating models, adapt to new technologies, and improve data management. Broadridge continues to leverage emerging technologies such as blockchain and AI, exemplified by its Distributed Ledger Repo (DLR) platform for cross-border intraday repo transactions and AI-driven solutions like BondGPT and OpsGPT. The company plans to further build on its global platform capabilities to simplify and improve global operations across cash, equity securities, and other asset classes ⁴⁹.

For wealth and investment management, Broadridge is responding to the unprecedented changes in the industry, including demographic shifts and the need for more engaging client experiences and essential operational technologies. The company has developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities to improve advisor productivity, offer personalized investor experiences, and achieve operational process efficiencies. The acquisition of Kyndryl's Securities Industry Services (SIS) business in 2024 has strengthened Broadridge's wealth offerings in Canada by integrating advanced clearing and settlement, account record-keeping, and tax and regulatory reporting capabilities into its platform. Broadridge's solutions also aim to reduce complexity and leverage emerging technology to simplify operations across the trade lifecycle for hedge funds, private asset managers, and complex asset managers ⁵⁰.

Broadridge is committed to enterprise transformation with a focus on next-generation technologies, including AI, blockchain, cloud, and digital technologies. The company aims to provide scalable, reusable platform components to empower developers and accelerate application delivery. This includes building a robust foundation with workload-centric hosting optimized for security, scalability, and efficiency, powered by industry-leading enterprise tools. Broadridge's multi-pronged approach to AI involves launching next-generation capabilities while safeguarding client and company data privacy and intellectual property. The company also invests heavily in fostering a thriving community of highly skilled product associates through programs like Broadridge University and the AI Academy ⁵¹.

The company's planned capital allocation includes ongoing investments in product development and technology. Capital expenditures and software purchases and capitalized internal use software amounted to $114.9 million in fiscal year 2025 ⁵². Broadridge expects cash generated by operations, existing cash, cash equivalents, and capital market borrowings to be sufficient for working capital, capital expenditures, strategic acquisitions, dividends, and common stock repurchases ⁵³. The Board of Directors approved an increase in the quarterly cash dividend by $0.095 per share to $0.975 per share, raising the expected annual dividend from $3.52 to $3.90 per share, effective August 4, 2025 ⁵⁴. The company repurchased 0.4 million shares under its share repurchase program in fiscal year 2025 ⁵⁵, with 6,829,217 shares available for repurchase as of June 30, 2025 ⁵⁶. Broadridge also has a future commitment to fund $26.0 million to an investee, though the timing is uncertain ⁵⁷.

Broadridge faces several material risks, including those related to changes in laws and regulations affecting its clients or services, which could necessitate changes in service provision, pricing, or reduce demand, particularly for investor communications services sensitive to SEC or stock exchange rules ⁵⁸. The company's reliance on a relatively small number of clients, with its largest client accounting for approximately 7% of consolidated revenues in fiscal year 2025, poses a concentration risk, where the loss or significant reduction of business from any large client could materially impact revenues and operations ⁵⁹. Security breaches or cybersecurity incidents are a significant threat, given the sensitive data processed, and could lead to financial losses, operational disruptions, misappropriation of information, legal liability, and reputational damage, with insurance coverage potentially inadequate to cover all costs ⁶⁰. Non-compliance with legal and regulatory requirements, including evolving privacy laws like GLBA, HIPAA, CPRA, and GDPR, or new sustainability regulations, could result in penalties, client loss, and reputational harm ⁶¹. Declines in securities market participation and activity, influenced by global economic and political conditions, can reduce transaction processing fees, investor communications, and event-driven revenues, which are difficult to forecast and subject to volatility ⁶². The failure of third-party service providers, including data center and cloud services providers, to perform adequately could lead to operational interruptions, negatively impact services, and result in material adverse effects on business and financial results ⁶³. The company's reliance on the USPS and other third-party carriers for communication delivery exposes it to disruptions and increased costs, which could damage its reputation and reduce demand for print communications ⁶⁴. The use and incorporation of artificial intelligence technologies introduce risks related to accuracy, bias, discrimination, intellectual property infringement, data privacy, and cybersecurity, with no assurance that AI will enhance products or improve operating results ⁶⁵. The company's existing debt levels, totaling $3,252.3 million as of June 30, 2025, and compliance with debt service obligations, could limit future financing options, impact liquidity, and increase vulnerability to adverse economic conditions ⁶⁶. Finally, the significant goodwill and other acquired intangible assets on the balance sheet, accounting for approximately 67% of total assets as of June 30, 2025, are subject to impairment charges in the future, particularly during prolonged economic downturns or client losses, which could materially affect results of operations ⁶⁷.

Management's message to shareholders emphasizes Broadridge's role as a global financial technology leader powering investing, corporate governance, and communications, enabling clients to operate, innovate, and grow through technology-driven solutions. The overall tone is one of confidence in the company's ability to deliver real business value by helping clients address current challenges and capitalize on future growth opportunities, leveraging its proven technology, scale, innovation, experience, and network. Management highlights its commitment to a client-centric culture and the Service-Profit Chain, where engaged associates deliver world-class service, leading to satisfied clients and strong, long-term stockholder value. The three strategic priorities emphasized for the period ahead are: (i) driving democratization and digitization in governance, (ii) simplifying and innovating trading in capital markets, and (iii) modernizing wealth and investment management. Management also noted the Board's approval on August 4, 2025, to increase the quarterly cash dividend by $0.095 per share to $0.975 per share, raising the expected annual dividend amount from $3.52 to $3.90 per share ⁶⁸.