BRBroadridge Financial Solutions

2 paragraphs in Risk Factors of the 10-K filed Aug 4, 2026 with nothing like them in the 10-K filed Aug 5, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 81 Industrials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

The regulatory framework governing tokenized securities and other digital assets continues to evolve in the U.S. and internationally. Currently, there is no uniform approach to the regulatory treatment of these assets, and changes in their classification or regulation, or in broader regulatory positions regarding such assets, could affect the pace of market adoption, alter the obligations of our clients, intermediaries, and service providers, and require us to modify our business model, products, or services in ways that are difficult to predict. This uncertainty could adversely affect our business, results of operations, or financial condition.

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Additionally, we hold digital assets, a relatively new and evolving asset class and technological innovation. For example, we receive and hold digital assets in the form of Canton Coins in connection with our role as a Validator and Super Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure. As a holder of digital assets and through our activities as a Validator and Super Validator, we are subject to a high degree of uncertainty and risk. These risks include, but are not limited to, market volatility, potential for fraud or theft, cyberattacks, mismanagement or loss of electronic wallet keys, and rapidly changing or unsettled legal, regulatory, and market standards. The value of digital assets is highly speculative and can fluctuate dramatically, and determining their fair value can be particularly challenging. Events such as diminished adoption, negative regulatory developments, or technological changes may result in significant reductions to the value of digital assets we hold or even the total loss of such assets. In addition, our ability to convert digital assets to fiat currency may be limited or nonexistent as a result of general market conditions or contractual commitments. Furthermore, as legal and regulatory requirements for digital assets continue to evolve, we could face additional compliance costs, restrictions, or liabilities, and any significant loss in value or adverse developments relating to digital assets could impact our financial condition and results of operations.

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New in the latest 10-Q

34 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Apr 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

(a) Reflects the adoption of ASU 2023-08, “Intangibles - Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.”

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The Company’s Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions are provided as part of the ICS segment. Through its Regulatory Solutions, the Company provides proxy services for bank, broker-dealer, public company, and fund clients, regulatory communication solutions for asset managers, fund communication solutions for fund managers, and international corporate governance solutions. The Company’s Data-Driven Fund Solutions includes a full range of data-driven analytics solutions for asset managers, broker-dealers, and retirement service providers as well as automated mutual fund and exchange-traded funds trade processing services for financial institutions. Through its Corporate Issuer Solutions, the Company provides an array of services for public companies, including shareholder meeting and proxy services, corporate governance, regulatory filings and disclosure, and stock transfer services. The Company’s Customer Communications Solutions include omni-channel customer communications management solutions for clients across financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries.

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The Company provides mission-critical, scale infrastructure to the global financial markets through the GTO segment. In Capital Markets, the Company provides front-to-back multi-asset, multi-currency platforms that power trading and post-trade processing for financial markets globally. In Wealth and Investment Management, the Wealth Platform and capabilities power the full lifecycle from investor experience, to advisor, to optimizing operations, while the Company’s Investment Management solutions provide buy-side technology solutions to the market. The Company’s Distributed Ledger Repo (DLR) technologies led by its DLX solution enables firms to innovate and support new tokenized requirements while its business process outsourcing services enable firms to achieve scale through technology and outsourcing.

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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 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.

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For the three months ended September 30, 2026 and 2025, the Company recognized revenue of $ 1.4 million and $ 3.7 million, respectively, as a result of its performance of services related to the Canton Network, which is included in Capital Markets revenues.

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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, which remains open for CQG and Acolin.

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The following table presents the fair values of all derivative instruments included in the Consolidated Balance Sheets on a gross basis.

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(a) The Fair Value Hedge has an aggregate notional value of $ 500.0 million at September 30, 2026 and June 30, 2026. The Fair Value Hedge liability is included in Other non-current liabilities on the Company’s Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026.

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(b) The Net Investment Hedge has an aggregate notional value of € 880.0 million at September 30, 2026 and June 30, 2026. The Net Investment Hedge asset is included in Other non-current assets on the Company’s Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026.

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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 Fiscal 2026 Senior Notes.

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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.

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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 three months ended September 30, 2026, the Company’s reduction of Interest expense, net associated with the fair value hedge was $ 0.2 million.

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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.

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For the three months ended September 30, 2026, and 2025, the Company’s pre-tax net unrealized gains and (losses) associated with the net investment hedge recognized in Other comprehensive income (loss) were $ 3.7 million and $ 9.3 million, respectively.

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(a) Includes unrealized losses totaling $ 32.5 million during the three months ended September 30, 2026. Includes realized gains totaling $ 1.1 million and unrealized gains totaling $ 45.8 million during the three months ended September 30, 2025.

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The following table sets forth an analysis of changes during the three months ended September 30, 2026 and 2025, respectively, in Level 3 financial liabilities of the Company:

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(a) Includes Rabbi Trust assets used to fund the Company’s the Supplemental Officer Retirement Plan (“SORP”) and the Supplemental Executive Retirement Plan (“SERP”) defined benefit pension plans with a value of $ 69.1 million at September 30, 2026 and $ 70.8 million at June 30, 2026. Refer to Note 18, “Employee Benefit Plans” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for details regarding the SORP and SERP.

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(a) In December 2024, the Company amended and restated its five-year $ 1.5 billion revolving credit facility, comprising of $ 1.0 billion U.S. dollar and $ 500.0 million multicurrency tranches. The weighted-average interest rate was 4.43 % and 4.60 % for the three months ended September 30, 2026, and 2025, respectively. The interest is based on Adjusted Term

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(b) In August 2025, the Company amended and restated its term credit agreement, providing a $ 750.0 million term loan commitment. Interest is based on Term SOFR plus margins of 1.000 % to 1.625 % per annum, based on ratings. The Company may voluntarily prepay the term loan without premium or penalty.

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(c) In December 2019, the Company issued $ 750.0 million aggregate principal amount of 2.90 % senior notes. Interest is payable semiannually in arrears on June 1 and December 1; the effective yield to maturity is 2.933 %. The notes may be redeemed before maturity.

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(d) In May 2021, the Company issued $ 1,000.0 million aggregate principal amount of 2.60 % senior notes. Interest is payable semiannually in arrears on May 1 and November 1; the effective yield to maturity is 2.605 %. The notes may be redeemed before maturity.

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(e) In May 2026, the Company issued $ 500.0 million aggregate principal amount of 5.75 % senior notes. Interest is payable semiannually in arrears on May 15 and November 15; the effective yield to maturity is 5.790 %. The notes may be redeemed before maturity.

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The Fiscal 2025 Revolving Credit Facility and Fiscal 2026 Term Loan are subject to certain covenants, including a leverage ratio. The senior notes indentures contain 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. The Company was in compliance with all covenants as of September 30, 2026.

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“Restructuring and Other Related Costs” consists of severance and other costs related to workforce actions resulting, in part, from the Company’s AI and productivity initiatives in fiscal year 2027 and the closure of substantially all operations of a production facility in fiscal year 2026.

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Three Months Ended September 30, 2026 versus Three Months Ended September 30, 2025

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The table below presents Revenues and Earnings before income taxes for the Investor Communications Solutions segment:

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The table below presents Revenues and Earnings before income taxes for the Global Technology and Operations segment:

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(iii) Restructuring and Other Related Costs, which represent severance related to workforce actions resulting, in part, from the Company’s AI and productivity initiatives in fiscal year 2027 and severance and other costs related to the closure of substantially all operations of a production facility in fiscal year 2026. Refer to Note 14, “Payables and Accrued Expenses” for further details.

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(a) Restructuring and Other Related Costs for the three months ended September 30, 2026 represent severance related to workforce actions resulting, in part, from the Company’s AI and productivity initiatives. The Company continues to evaluate expanding these actions as it investigates additional AI and other productivity initiatives.

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Costs incurred are not reflected in segment profit and are recorded within Corporate and Other.

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Our financing strategy is designed to maintain adequate liquidity and financial flexibility, support our operating and strategic investment needs, and provide efficient access to capital markets. We maintain a diversified borrowing profile through a mix of debt instruments enabling us to manage our capital structure, funding costs, and refinancing risk. Our borrowings include: the Fiscal 2025 Revolving Credit Facility, Fiscal 2026 Term Loan, Fiscal 2020 Senior Notes, Fiscal 2021 Senior Notes, and Fiscal 2026 Senior Notes, each of which are senior unsecured obligations of the Company and are ranked equally in right of payment.

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Share sales and buybacks

On August 3, 2026, the Board authorized a new share repurchase program under which Broadridge may repurchase up to $1.5 billion of its outstanding common stock (the “2026 Share Repurchase Program”). This authorization replaces the 3.5 million shares remaining under the Board’s previous authorization last approved in 2019 (the “2019 Share Repurchase Program”). The 2026 Share Repurchase program has no expiration date and may be suspended, modified, or discontinued at any time at the discretion of the Board. Repurchases under the 2026 Share Repurchase Program may be made from time to time in open market transactions, privately negotiated transactions, transactions pursuant to Rule 10b5-1 trading arrangements, or other transactions permitted by applicable securities laws and regulations. The timing, number, and value of shares repurchased will depend on market conditions, the market price of Broadridge’s common stock, available liquidity, capital allocation priorities, applicable legal requirements, and other factors considered relevant by management and the Board.

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Other information

On August 12, 2026, the Company’s Director, Maura Markus, adopted a Rule 10b5-1 trading arrangement (the “Markus 10b5-1 Plan”) for the sale of securities of the Company. The Markus 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 4,753 underlying shares of the Company’s common stock received upon exercise, subject to the satisfaction of the Company’s stock retention and holding period requirements. The Markus 10b5-1 Plan will expire on November 17, 2026.

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

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Aug 4, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.