BROADRIDGE FINANCIAL SOLUTIONS, INC. (BR) FY 2026 MD&A

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, 2026 and 2025, and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein. Certain information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Our actual results, performance or achievements may differ materially from the results discussed in this Item 7. because of various factors, including those set forth elsewhere herein. See “Forward-Looking Statements” and “Risk Factors” included in Part 1 of this Annual Report on Form 10-K.

The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, 2025 can be found in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year 2025 (the “2025 Annual Report”), which was filed with the Securities and Exchange Commission on August 5, 2025.

DESCRIPTION OF THE COMPANY AND BUSINESS SEGMENTS

Broadridge, a Delaware corporation, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds. Our services include investor communications, securities processing, data and analytics, and customer communications solutions. With over 60 years of experience, including over 15 years as an independent public company, we provide integrated solutions and an important infrastructure that powers the financial services industry. Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. Our businesses operate in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).

ACQUISITIONS

We frequently review our businesses to ensure we have the necessary assets to execute our strategy. We expect to acquire businesses when we identify a compelling strategic need, such as a product, service or technology that helps meet client demand, a way to achieve business scale that enables competition and operational efficiency, or similar considerations. The results of operations for acquired businesses are included in our consolidated results from the respective dates of acquisition.

Acquisitions of Businesses

We acquired four businesses in fiscal year 2026, including CQG, Acolin, iJoin, and Signal, for an aggregate purchase price of $300.2 million in cash ($282.8 million net of cash acquired). Refer to Note 6, “Acquisitions” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion.

BASIS OF PRESENTATION

The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the SEC requirements for Annual Reports on Form 10-K. In management’s opinion, the Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods. Refer to Note 1, “Basis of Presentation” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for a more detailed discussion.

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Seasonality

Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business. We process and distribute the greatest number of proxy materials and annual reports during our third and fourth fiscal quarters. The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies. This has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters. The seasonality of our revenues makes it difficult to estimate future operating results based on the results of any specific fiscal quarter and could affect an investor’s ability to compare our financial condition, results of operations, and cash flows on a fiscal quarter-by-quarter basis.

CRITICAL ACCOUNTING ESTIMATES

We continually evaluate the accounting policies and estimates used to prepare the Consolidated Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. See Note 2, “Summary of Significant Accounting Policies” included within this Annual Report on Form 10-K for discussion of the use of estimates in preparing the Consolidated Financial Statements.

Goodwill. We review the carrying value of all our Goodwill by comparing the carrying value of our reporting units to their fair values. We are required to perform this comparison at least annually or more frequently if circumstances indicate a possible impairment. When determining fair value of a reporting unit, we utilize 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). Our 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 our routine, long-range planning process. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods. 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. We had $3,787.8 million of Goodwill as of June 30, 2026. Given the significance of our Goodwill, an adverse change to the fair value of one of our reporting units could result in an impairment charge, which could be material to our earnings.

The Company performs a sensitivity analysis under the goodwill impairment test assuming hypothetical reductions in the fair values of our reporting units. A 10% change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in our calculations of the fair values of the reporting units would not result in an impairment of our Goodwill.

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 an entity’s financial statements or tax returns. 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). The Company is subject to regular examination of its income tax returns by the U.S. federal, state and foreign tax authorities. A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements. 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. U.S. federal net operating loss carryforwards resulting from tax losses beginning with the fiscal year ended June 30, 2019 have an indefinite carryforward under the U.S. Tax Cuts and Jobs Act (the “Tax Act”). The Company did not generate federal net operating losses for the fiscal year ended June 30, 2026.

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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 requires significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.

Share-based Payments. Accounting for stock-based compensation requires the measurement of stock-based compensation expense based on the fair value of the award on the date of grant. We determine the fair value of stock options issued by using a binomial option-pricing model. The binomial option-pricing 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 option-pricing model are based on a combination of implied market volatilities, historical volatility of our 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. Determining these assumptions are subjective and complex, and therefore, a change in the assumptions utilized could impact the calculation of the fair value of our stock options. A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $4.0 million change in total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $2.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year 2026 stock option grants would result in an approximate $0.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period. A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year 2026 stock option grants would result in an approximate $1.6 million change in the total pre-tax stock-based compensation expense for the fiscal year 2026 grants, which would be amortized over the vesting period.

KEY PERFORMANCE INDICATORS

Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenue, Recurring revenue, and Closed sales as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, and Recurring revenue growth constant currency. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth, as defined below.

Refer to the section “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, and Recurring revenue growth constant currency to the most directly comparable GAAP measures, and an explanation for why these Non-GAAP metrics provide useful information to investors and how management uses these Non-GAAP metrics for operational and financial decision-making. Refer to the section “Results of Operations” for a description of Closed sales and an explanation of why Closed sales is a useful performance metric for management and investors.

Revenues

Revenues are primarily generated from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. The Company monitors revenue in each of our two reportable segments as a key measure of success in addressing our clients’ needs. Revenues from fees are derived from both recurring and event-driven activity. 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 of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as administrative services related to our fund processing solutions.

Recurring revenue growth represents the Company’s total annual revenue growth, less growth from event-driven and distribution revenues. We distinguish recurring revenue growth between organic and acquired:

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•Organic – Includes recurring revenue generated from Net New Business and Internal Growth.

•Acquired – Includes recurring revenue generated from acquired services in the first twelve months following the date of acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire.

Revenues and Recurring revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance. See “Results of Operations” as well as Note 2, “Summary of Significant Accounting Policies” and Note 3, “Revenue Recognition” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K.

Position Growth and Internal Trade Growth

The Company uses select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business. Position Growth is comprised of “equity position growth” and “mutual fund/ETF position growth.” Equity position growth measures the estimated annual change in positions eligible for equity proxy materials. Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Mutual fund/ETF position growth measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.

Internal Trade Growth represents the estimated change in daily average trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. Position Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge’s ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively.

Position Growth and Internal Trade Growth for the fiscal years ended June 30, 2026, and 2025, are as follows:

RESULTS OF OPERATIONS

The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, 2026 compared to the fiscal year ended June 30, 2025. The Analysis of Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides a more detailed discussion concerning certain components of the Consolidated Statements of Earnings. Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024 is disclosed in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2025 Annual Report.

The following references are utilized in the discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments:

“Amortization of Acquired Intangibles and Purchased Intellectual Property” and “Acquisition and Integration Costs” represent certain non-cash amortization expenses associated with acquired intangible assets and purchased intellectual property assets, as well as certain transaction and integration costs associated with the Company’s acquisition activities, respectively.

“Gains or Losses on Digital Assets” represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the unrealized and realized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction. Refer to Note 2, “Summary of Significant Accounting Policies” for further details

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related to the Company’s accounting for Canton Coins. Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.

“Internal Growth” is a component of recurring revenue and generally reflects year over year changes in existing services to our existing customers’ multi-year contracts beyond the initial twelve-month period in which it was included in Net New Business.

“Investment Gain” represents a non-operating, non-cash gain on a privately held investment.

“Net New Business” refers to recurring revenue from Closed sales for the initial twelve-month contract period after which the client goes live with the Company’s service(s), less recurring revenue from client losses.

“Recurring revenue growth constant currency” refers to our Recurring revenue growth presented on a constant currency basis to exclude the impact of foreign currency exchange fluctuations.

“Restructuring and Other Related Costs” consists of severance and other costs related to the closure of substantially all operations of a production facility.

The following definitions describe the Company’s Revenues:

Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity, in addition to distribution revenues. The level of recurring and event-driven activity we process directly impacts revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. The types of services we provide that comprise event-driven activity are:

•Mutual Fund Proxy: The proxy and related services we provide to mutual funds when certain events occur requiring a shareholder vote including changes in directors, sub-advisors, fee structures, investment restrictions, and mergers of funds.

•Mutual Fund Communications: Mutual fund communications services consist primarily of the distribution on behalf of mutual funds of supplemental information required to be provided to the annual mutual fund prospectus as a result of certain triggering events such as a change in portfolio managers. In addition, mutual fund communications consist of notices and marketing materials such as newsletters.

•Equity Proxy Contests and Specials, Corporate Actions, and Other: The proxy services we provide in connection with shareholder meetings driven by special events such as proxy contests, mergers and acquisitions, and tender/exchange offers.

Event-driven revenues are based on the number of special events and corporate transactions we process. 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. As such, the timing and level of event-driven activity and its potential impact on revenues and earnings are difficult to forecast.

Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. During fiscal year 2026, mutual fund proxy revenues were flat compared to the prior fiscal year. During fiscal year 2025, mutual fund proxy revenues were 75% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.

Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as administrative services related to our fund processing solutions.

Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as administrative services expenses related to our fund processing solutions. These costs are reflected in Cost of revenues.

Closed sales represent an estimate of the expected annual recurring revenue for new client contracts that were signed by Broadridge in the current reporting period. Closed sales does not include event-driven or distribution activity. We consider contract terms, expected client volumes or activity, knowledge of the marketplace and experience with our clients, among other factors, when determining the estimate. Management uses Closed sales to measure the effectiveness of our sales and marketing programs, as an indicator of expected future revenues and as a performance metric in determining incentive compensation.

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Closed sales is not a measure of financial performance under GAAP, and should not be considered in isolation or as a substitute for revenue or other income statement data prepared in accordance with GAAP. Closed sales is a useful metric for investors in understanding how management measures and evaluates our ongoing operational performance.

The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment. For the fiscal years ended June 30, 2026 and June 30, 2025, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported. We assess this allowance amount at the end of each fiscal year to establish the appropriate allowance for the subsequent year using the trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.

For the fiscal years ended June 30, 2026 and 2025, Closed sales were $305.1 million and $287.9 million, respectively. The fiscal years ended June 30, 2026 and 2025, are net of an allowance adjustment of $16.1 million and $15.2 million, respectively.

Recent Developments

On July 16, 2026, the SEC proposed Regulation E-Delivery, a new rule addressing the investor communications disclosure framework (“Reg E-Delivery” or the “Proposal”). If the Proposal is adopted as proposed, the rule would permit, but not require, entities to use electronic delivery as the default method for delivery of required disclosures, reports, and other regulatory materials under the federal securities laws instead of paper delivery. Reg E-Delivery would not require entities to obtain affirmative consent from their customers or investors before using e-delivery. The Proposal covers all disclosures required to be delivered under the federal securities laws (“covered information”) by corporate issuers, investment advisers, broker-dealers, and transfer agents (“covered entities”) to their current or prospective customers, investors, or shareholders (“covered recipients”), including prospectuses, proxy statements, shareholder reports, and trade confirmations. The Proposal provides for a transition process for those covered recipients who currently receive covered information in paper format, requiring that they receive two paper notices that include the ability to opt out of e-delivery. The Proposal is subject to a 60-day comment period. We are reviewing the impact of the Proposal on our business, however based on our preliminary analysis, if the Proposal is adopted and implemented as proposed, we expect no impact on our financial results in fiscal year 2027. As our clients implement the proposed rule changes, we anticipate a modest decrease in our recurring revenue growth over a two- to three-year period, which we expect to largely offset with new solutions. We also expect a decline in distribution revenues, which should increase our margins. Overall, we anticipate being able to mitigate any adverse impact on our earnings results resulting from Reg E-Delivery.

We will closely monitor and evaluate the progress of the Proposal and its potential impact on our business. Please see our “Risk Factors” in Part I, Item 1A. of this Annual Report.

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ANALYSIS OF CONSOLIDATED STATEMENTS OF EARNINGS

Fiscal Year 2026 Compared to Fiscal Year 2025

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2026 and 2025, and the dollar and percentage changes between periods:

Revenues

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2026 and 2025, and the dollar and percentage changes between periods:

Revenues increased $587.6 million, or 9%, to $7,476.8 million from $6,889.1 million.

•Recurring revenues increased $370.1 million, or 8%, to $4,878.0 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO.

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•Event-driven revenues increased $28.9 million, or 9%, driven by higher equity and other communications.

•Distribution revenues increased $188.7 million, or 9%, primarily driven by the postage rate increases of approximately $123 million and higher volumes.

Total operating expenses. Operating expenses increased $475.7 million, or 8%, to $6,176.2 million from $5,700.6 million:

•Cost of revenues - The increase of $348.4 million primarily reflects higher expenses, including postage and distribution costs in our ICS segment of approximately $176.7 million, higher labor and technology expenses and higher expenses related to acquisitions.

•Selling, general and administrative expenses - The increase of $127.2 million was primarily driven by higher labor and compensation-related expenses in addition to higher investment expenses.

Interest expense, net. Interest expense, net, was $99.9 million, a decrease of $22.8 million, or 19%, from $122.7 million in the fiscal year ended June 30, 2025. The decrease was primarily due to lower average borrowings and lower borrowing costs.

Other non-operating income (expenses), net. Other non-operating income, net for the fiscal year ended June 30, 2026 was $245.2 million, compared to Other non-operating expenses, net of $7.1 million for the fiscal year ended June 30, 2025, primarily as a result of non-cash Gains on Digital Assets of $227.0 million in the current year period. Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury.

Provision for income taxes.

•Effective tax rate for the fiscal year ended June 30, 2026 - 22.2%.

•Effective tax rate for the fiscal year ended June 30, 2025 - 20.7%.

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 total discrete tax benefits. The decrease in discrete tax benefits was primarily driven by a decrease in the Excess Tax Benefit (“ETB”) associated with stock based compensation.

ANALYSIS OF REPORTABLE SEGMENTS

Broadridge has two reportable segments: (1) Investor Communication Solutions and (2) Global Technology and Operations.

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.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Corporate and Other rather than reflect such items in segment profit.

Revenues

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Earnings Before Income Taxes

The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows:

Investor Communication Solutions

Fiscal Year 2026 Compared to Fiscal Year 2025

Revenues increased $447.8 million to $5,560.8 million from $5,113.0 million, and earnings before income taxes increased $49.5 million to $1,103.5 million from $1,054.0 million.

For the fiscal year ended June 30, 2026:

•Recurring revenues increased $230.3 million, or 8%, to $2,962.1 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 7pts of organic growth.

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•By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:

◦Regulatory rose 12% and 12%, respectively. Equity revenue position growth was 12% and Mutual fund/ETF position growth of 6%.

◦Data-Driven Fund Solutions rose 4% and 4%, respectively, driven by growth in data and analytics revenues, and the acquisitions of Acolin and iJoin.

◦Issuer rose 8% and 8%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions.

◦Customer communications rose 5% and 5%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal.

•Event-driven revenues increased $28.9 million, or 9% driven by higher equity and other communications revenues.

•Distribution revenues increased $188.7 million, or 9%, primarily driven by the postage rate increases of approximately $123 million and higher volumes.

•Earnings before income taxes increased $49.5 million, or 5%, to $1,103.5 million. The earnings benefit from higher Recurring revenue and Event-driven revenue was partially offset by higher Operating expenses. Operating expenses rose 10%, or $398.3 million to $4,457.3 million driven by distribution expenses, as well as other volume-related expenses and the impact of acquisitions.

•Pre-tax margins decreased by 0.8 percentage points to 19.8% from 20.6%.

Global Technology and Operations

Fiscal Year 2026 Compared to Fiscal Year 2025

Revenues increased $139.9 million to $1,916.0 million from $1,776.1 million, and Earnings before income taxes increased $96.5 million to $297.8 million from $201.4 million.

For the fiscal year ended June 30, 2026:

•Recurring revenues increased $139.9 million, or 8%, to $1,916.0 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 4pts of organic growth and 2pts from the acquisitions of Kyndryl’s Securities Industry Services (“SIS”) business and CQG.

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•By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:

◦Capital markets rose 6% and 5%, respectively, driven by 4pts of organic growth and 1pt from the acquisition of CQG. Digital asset revenues related to Canton Coins contributed $16.5 million or 1pt of growth.

◦Wealth and investment management rose 11% and 10%, respectively, driven by 5pts of Organic growth and 5pts from the acquisition of SIS.

•Earnings before income taxes increased $96.5 million, or 48%, to $297.8 million, as higher revenues more than offset higher expenses, including the impact of the SIS and CQG acquisitions.

•Pre-tax margins increased by 4.2% to 15.5% from 11.3%.

Corporate and Other

Earnings before income taxes was $44.5 million for the fiscal year ended June 30, 2026, an increase of $241.1 million, or 123%, compared to Loss before income taxes of $196.7 million for the fiscal year ended June 30, 2025.

•The increased Earnings before income taxes was primarily due to the non-cash Gains on Digital Assets of $227.0 million and a $22.8 million decline in Interest expense, net which more than offset higher technology spending, including the impact of investments. Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury transaction.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures

The Company’s results in this Annual Report on Form 10-K are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, Non-GAAP results have been presented. These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.

The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share

These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:

(i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company’s acquisition activities.

(ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities.

(iii) Restructuring and Other Related Costs, which represent severance and other costs related to the closure of substantially all operations of a production facility. Refer to Note 14, “Payables and Accrued Expenses” for further details.

(iv) Gains or Losses on Digital Assets, which represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the realized and unrealized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction. Refer to Note 2, “Summary of Significant Accounting Policies” for further details related to the Company’s accounting for Canton Coins. Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.

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(v) Investment Gain represents a non-operating, non-cash gain on a privately held investment.

We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, Gains or Losses on Digital Assets, and Investment Gain from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.

We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.

Free Cash Flow

In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.

Recurring Revenue Growth Constant Currency

As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.

Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.

Reconciliation of such Non-GAAP measures to the most directly comparable GAAP measures (unaudited):

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(a)Restructuring and Other Related Costs consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. Actions and associated costs related to the closure were completed in the third quarter of fiscal year 2026.

(b)Calculated using the GAAP effective tax rate, adjusted to exclude $2.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2026, and $20.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2025. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents consisted of the following:

At June 30, 2026 and 2025, Cash and cash equivalents were $402.9 million and $561.5 million, respectively. Total stockholders’ equity was $2,840.5 million and $2,655.1 million at June 30, 2026 and 2025, respectively. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases.

We expect existing domestic cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayment schedules, and material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. In addition, we expect existing foreign cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. If these funds are needed for our operations in the U.S., we may be required to pay additional foreign taxes to repatriate these funds. However, while we may do so at a future date, the Company does not need to repatriate future foreign earnings to fund U.S. operations.

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.

Future principal payments on the Company’s outstanding debt are as follows (in millions):

Refer to Note 15, “Borrowings” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion, including outstanding borrowings and available capacity under the Company’s borrowing arrangements.

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Cash Flows

Fiscal Year 2026 Compared to Fiscal Year 2025

The increase in cash from operating activities of $174.3 million for the fiscal year ended June 30, 2026, as compared to the fiscal year ended June 30, 2025, was due to an increase in Net earnings of $284.8 million, reduced by noncash adjustments primarily related to $231.4 million of Digital asset gains, partially offset by an increase of Deferred income taxes of $111.0 million.

The decrease in cash from investing activities of $135.8 million primarily reflects an increase in cash used for acquisitions of $89.2 million and cash used for other investing activities of $48.9 million related to strategic investments.

The decrease in cash from financing activities of $447.7 million primarily reflects an increase in purchases of treasury stock of $468.9 million.

Income Taxes

The Company, headquartered in the U.S., is routinely examined by the IRS and is also routinely examined by the tax authorities in the U.S. states and foreign countries in which it conducts business. The tax years under audit examination vary by tax jurisdiction. The Company regularly considers the likelihood of assessments in each of the jurisdictions resulting from examinations. To the extent the Company determines it has potential tax assessments in particular tax jurisdictions, the Company has established tax reserves which it believes are adequate in relation to the potential assessments. Once established, reserves are adjusted when there is more information available, when an event occurs necessitating a change to the reserves or the statute of limitations for the relevant taxing authority to examine the tax position has expired. The resolution of tax matters should not have a material effect on the financial condition of the Company or on the Company’s Consolidated Statements of Earnings for a particular future period.

Employee Benefit Plans

The Company sponsors a Supplemental Officer Retirement Plan (the “SORP”), a Supplemental Executive Retirement Plan (the “SERP”), an Executive Retiree Health Insurance Plan, and certain non-US benefits-related plans. Refer to Note 18, “Employee Benefit Plans” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a discussion on the Company’s Employee Benefit Plans.

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Contractual Obligations

The following table summarizes our contractual obligations to third parties as of June 30, 2026 and the effect such obligations are expected to have on our liquidity and cash flows in future periods:

_________

(a) These amounts represent the principal repayments of Long-term debt and are included on our Consolidated Balance Sheets. See Note 15, “Borrowings” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for additional information about our Borrowings and related matters.

(b) Includes estimated future interest payments on our long-term debt and interest and facility fee on the revolving credit facility.

(c) We enter into operating leases in the normal course of business relating to facilities and equipment. The majority of our lease agreements have fixed payment terms based on the passage of time. Certain facility and equipment leases require payment of maintenance, real estate taxes and related executory costs, and contain escalation provisions based on future adjustments in price indices. Our future operating lease obligations could change if we exit certain contracts and if we enter into additional operating lease agreements. See Note 9, “Leases” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for additional information about our Leases and related matters.

(d) Purchase obligations relate to payments to Kyndryl, Inc. related to the Amended and Restated IT Services Agreement (as described below) that expires in fiscal year 2032, the Private Cloud Agreement (as described below) that expires in fiscal year 2030, the AWS Cloud Agreement (as described below) that expires in fiscal year 2027, as well as other data center arrangements and software license agreements including hosted software arrangements, and software and hardware maintenance and support agreements, and certain other related arrangements. Purchase obligations also includes $128.5 million of other liabilities recorded on the Company’s Consolidated Balance Sheet as of June 30, 2026.

(e) The Company has a future commitment to fund $20.2 million to investees that is not included in the table above due to the uncertainty of the timing of this future payment.

(f) Due to the uncertainty related to the timing of the reversal of uncertain tax positions, only uncertain tax benefits related to certain settlements have been provided in the table above. The Company is unable to make reasonably reliable estimates related to the timing of the remaining gross unrecognized tax benefit liability of $99.8 million (inclusive of interest). See Note 19, “Income Taxes” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for further detail.

(g) Certain post-employment benefit obligations reported in our Consolidated Balance Sheets in the amount of $89.3 million as of June 30, 2026 were not included in the table above due to the uncertainty of the timing of these future payments.

Refer to Note 20, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion of the Company’s contractual obligations.

Recently Issued Accounting Pronouncements

Refer to Note 2, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a discussion on the impact of the adoption of new accounting pronouncements.

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