BR 10-K & 10-Q changes, risk factors and insider trading

We provide technology solutions to financial services firms that are generally subject to extensive regulation globally. As a provider of products and services to financial institutions and issuers of securities, our products and services are provided in a manner designed to assist our clients in complying with the laws and regulations to which they are subject. Changes in laws and regulations could require changes in the services we provide, the manner in which we provide our services, and the fees we charge for our services, or they could result in a reduction or elimination of the demand for our services. Our investor communications services and the fees we charge our clients for certain services are subject to change if applicable SEC or stock exchange rules, regulations or interpretations are amended, or new laws or regulations are adopted, that change the communications our clients are required to send or the manner in which they send them, including a change in default delivery method from paper to digital. Such changes in laws or regulations could result in a material negative impact on our business and financial results. Some of our services,services and related fees, such as our proxy communications, shareholder report and prospectus distribution, and other regulatory or customer communications services, are particularly sensitive to changes in laws and regulations, including those governing the financial services industry and the securities markets.markets such as applicable SEC or stock exchange rules, regulations or interpretations. For example, the SEC’s recently proposed Regulation E-Delivery would permit our clients to change the default delivery method for certain communications required under the federal securities laws from paper to electronic delivery. If the rule is adopted as proposed, the volume of physically delivered communications we process would decrease. While the volume of electronic delivery of communications we process is expected to increase, our recurring revenue growth and distribution revenues will decrease, which could result in a decrease in our earnings and the potential restructuring of our physical distribution operations.

We process and transfer sensitive data, including personal information, valuable intellectual property and other proprietary or confidential data provided to us by our clients, which include financial institutions, public companies, mutual funds, and healthcare companies. We also handle personal information of our employees in connection with their employment. Some of our services are provided through the internet, which increases our exposure to potential cybersecurity incidents. Information security threats continue to evolveevolve, such as the increasing availability and adoption of AI technologies by malicious actors, resulting in increased risk and exposure and increased costs to protect against the threat of information security breaches or to respond to or alleviate problems caused by such breaches. These AI-enabled capabilities have accelerated the sophistication and frequency of cybersecurity threats and may make it more difficult to detect, prevent, and respond to attacks.

The legislative and regulatory environment of the financial services industry is continuously changing. The SEC, FINRA, DOL, various stock exchanges and other U.S. and foreign governmental or regulatory authorities continuously review legislative and regulatory initiatives and may adopt new or revised laws and regulations or provide revised interpretations or they may change their priorities, including those related to enforcement, with respect to existing laws and regulations. These legislative and regulatory initiatives impact the way in which we conduct our business, requiring changes to the way we provide our services or additional investment which may make our business less profitable. Further, as a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory examination by the FFIEC. A sufficiently unfavorable review from the FFIEC could have a material adverse effect on our business. With an increased focus on cybersecuritycybersecurity, operational resiliency, and vendor risk management, the FFIEC and other regulatory agencies provide guidelines for overseeing technology service providers, increasing the contractual requirements with our clients and the cost of providing our services.

Our business process outsourcing, mutualfund processing, registered fund processingdistribution, and transfer agency solutions as well as the entities providing those services are subject to regulatory oversight. Our provision of these services must comply with applicable rules and regulations of the SEC, FINRA, DOL, various stock exchanges and other regulatory bodies charged with safeguarding the integrity of the securities markets and other financial markets and protecting the interests of investors participating in these markets. If we fail to comply with any applicable regulations in performing these services, our license to perform such services could be revoked, or we could be subject to suits for breach of contract or to governmental proceedings, censures and fines. In addition, we could lose clients and our reputation could be harmed, negatively impacting our ability to attract new clients.

As a provider of data and business processing solutions, our systems contain a significant amount of sensitive data, including personal information, related to our clients, customers of our clients, our employees, among others. We are, therefore, subject to compliance obligations under federal, state and foreign privacy and information security laws, including in the U.S., the GLBA, HIPAA, andCPRA, the CPRA,PIPEDA andin Canada, the GDPR in the European Union,Union and its UK equivalent, and we are subject to compliance with various client industry standards such as PCI DSS as well as Medicare and Medicaid programs related to our clients. We are subject to penalties for failure to comply with such regulations and requirements, and such penalties could have a material adverse effect on our financial condition, results of operations, or cash flows. There has been increased public attention regarding the use of personal information, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop, the number of jurisdictions adopting such laws continues to increase and these laws may be inconsistent from jurisdiction to jurisdiction. Furthermore, the changing nature of global privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal information.

We rely on relationships with third parties, including our service providers and other vendors for certain functions. If we are unable to effectively manage our third-party relationships and the agreements under which our third-party vendors operate, our financial results or reputation could suffer. We rely on these third parties, including for the provision of certain data center and cloud services, to provide services in a timely and accurate manner and to adequately address their own risks, including those related to cybersecurity and physical security. Failure by these third parties to adequately perform their services as expected could result in material interruptions in our operations and negatively impact our services resulting in a material adverse effect on our business and financial results.

Certain of our businesses rely on a single or a limited number of service providers or vendors. Changes in the business condition (financial or otherwise) of these service providers or vendors could impact their provision of services to us or theycause maythem no longerto be ableunable to provide services to us at all, which could have a material adverse effect on our business and financial results. In such circumstances, we cannot be certain that we will be able to replace our key third-party vendors in a timely manner or on terms commercially reasonable to us given, among other reasons, the scope of responsibilities undertaken by some of our service providers, the depth of their experience and their familiarity with our operations generally.

We rely on thegovernment-sponsored Unitedpostal States Postal Service (“USPS”)services and other third-party carriers to deliver communications and changes in our relationships with these carriers or an increase in postal rates or shipping costs may adversely impact demand for our products and services and could have an adverse impact on our business and results of operations.

We rely upon the United States Postal Service (“USPS”), Canada Post, other government-sponsored postal services globally, and third-party carriers, includingsuch as the United Parcel Service, for timely delivery of communications on behalf of our clients. As a result, we are subject to carrier disruptions due to factors that are beyond our control, including employee strikes, inclement weather, and increased fuel costs. Any failure to deliver communications to or on behalf of our clients in a timely and accurate manner may damage our reputation and brand and could cause us to lose clients. In addition, certain government-sponsored postal services, including the USPS hasand incurredCanada significantPost, have experienced financial losseschallenges, labor disputes, and operational constraints in recent years and may, as a result, implement significant changes to the breadth or frequency of its mail delivery,delivery causingor disruptionsother inaspects of service, which could disrupt the service.distribution of communications. If our relationship with any of these third-party carriers is terminated or impaired, or if any of these third parties are unable to distribute communications, we would be required to use alternative, and possibly more expensive, carriers to complete our distributions on behalf of our clients. We may be unable to engage alternative carriers on a timely basis or on acceptable terms, if at all, which could have an adverse effect on our business. In addition, future increases in postal rates or shipping costs, as well as changes in customer preferences, may result in decreased demand for our traditional printed and mailed communications resulting in an adverse effect on our business, financial condition and results of operations.

Our clients operate in highly regulated industries and rely on our services to meet some of their regulatory requirements and the demands of their customers. The inability or the failure to properly perform our services could result in our clients and/or certain of our subsidiaries that operate regulated businesses being subjected to losses including censures, fines, or other sanctions by applicable regulatory authorities, and we could be liable to parties who are financially harmed by those errors. In addition, the inability to properly perform our services or errors in the performance of our services could result in a decline in confidence in our products and services, legal action, and cause us to incur expenses including service penalties, lose revenues, lose clients or damage our reputation.

Our ability to attract and retain clients depends on our capacity to develop and support innovative products and services, including through developing or deploying emerging technologies such as artificial intelligence. Some of our products, services and processes leverage AI, including both machine learning and Generative and Agentic AI, and we continue to make investments in initiatives focused on the further development and deployment of these technologies. However, there is no assurance that our use or development of AI will enhance our products or services or their marketability, improve operating results, or deliver anticipated benefits, and our product development initiatives involving AI may be unsuccessful. While implementation of these technologies offers the potential for innovation and competitive differentiation, it also poses significant risks and uncertainties, especially given its early stage of commercial adoption. The use of AI in our product initiatives and offerings or services, or in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage of proprietary, confidential and personal information, defamation, data privacy, and cybersecurity. Any error, defect, or vulnerability in our AI-powered products or business processes could undermine the quality of our products and services, adversely impact our clients’ businesses, subject us or our clients to regulatory scrutiny, fines or litigation and cause reputational harm. We are exposed to similar risks in connection with the use of AI technology by our third-party vendors and clients.

Despite our efforts to identify, obtain, retain, enforce and protect our intellectual property rights and proprietary information, we cannot be certain that they will be effective or sufficient to prevent the unauthorized access, use, copying, theft or the reverse engineering of our intellectual property and proprietary information for a variety of reasons, including: (a) our inability to detect misappropriation by third parties of our intellectual property; (b) disparate legal protections for intellectual property across different countries; (c) constantly evolving intellectual property legal standards as to the scope of protection, validity, non-infringement, enforceability and infringement defenses; (d) failure to maintain appropriate contractual restrictions and other measures to protect our know- howknow-how and trade secrets, or contract breaches by others; (e) failure to identify and obtain patents on patentable innovations; (f) potential invalidation, unenforceability, scope narrowing, dilution and opposition, through litigation and administrative processes both in the U.S. and abroad, of our intellectual property rights; and (g) other business or resource limitations on intellectual property enforcement against third parties.

As part of our overall business strategy, we may make acquisitions and strategic investments in companies, technologies or products, or enter joint ventures. In fact, over the last three fiscal years we have completed three acquisitions and made strategic investments in seven firms.acquisitions. These transactions and the integration of acquisitions involve a number of risks. The core risks are in the areas of:

We may incur non-cash impairmentsignificant charges or losses in the future associated with our portfolio of intangible assets, including goodwill.goodwill and digital assets.

As a result of past acquisitions, we carry a significant amount of goodwill and other acquired intangible assets on our balance sheet. In addition, we also defer certain costs to onboard a client or convert a client’s systems to function with our technology. Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately 67%65% of the total assets on our balance sheet as of June 30, 2025.2026. We test goodwill for impairment annually as of March 31st and we test goodwill, intangible assets, net, and deferred client conversion and start-up costs for impairment at other times if events have occurred or circumstances exist that indicate the carrying value of such assets may no longer be recoverable. It is possible we may incur impairment charges in the future, particularly in the event of a prolonged economic recession or loss of a key client or clients. A significant non-cash impairment could have a material adverse effect on our results of operations.

PleaseWe referacquired 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.

In presenting theThe Consolidated Financial Statements,Statements managementhave makesbeen estimatesprepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and assumptionsin thataccordance affectwith the amountsSEC reportedrequirements andfor relatedAnnual disclosures. Management continually evaluates the accounting policies and estimates used to prepare the Consolidated Financial Statements. The estimates, by their nature, are basedReports on judgment,Form available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from those estimates made by management.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.

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.

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 binomial option-pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the outputhistorical ofsettlement thedata binomialcombined modelwith 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 20252026 stock option grants would result in an approximate $2.8$4.0 million change in total pre-tax stock-based compensation expense for the fiscal year 20252026 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 20252026 stock option grants would result in an approximate $1.9$2.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 20252026 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 20252026 stock option grants would result in an approximate $0.2$0.3 million change in the total pre-tax stock-based compensation expense for the fiscal year 20252026 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 20252026 stock option grants would result in an approximate $1.4$1.6 million change in the total pre-tax stock-based compensation expense for the fiscal year 20252026 grants, which would be amortized over the vesting period.

Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include RevenueRevenue, Recurring revenue, and RecurringClosed revenuesales 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, and Closed sales.currency. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth, as defined below.

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 Broadridge Retirement and Workplace administrative services.services related to our fund processing solutions.

•Organic – We define organic revenue as theIncludes recurring revenue generated from Net New Business and Internal Growth.

•Acquired – We define acquired revenue as theIncludes 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.

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. Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on “equity revenue position growth.” Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Prior period comparative information for this metric is not available. 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.

ThePosition keyGrowth performanceand indicatorsInternal Trade Growth for the fiscal years ended June 30, 2025,2026, and 2024,2025, are as follows:

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 2025,2026, mutual fund proxy revenues were 75%flat highercompared thanto the prior fiscal year. During fiscal year 2024,2025, mutual fund proxy revenues were 66%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 Broadridge Retirement and Workplace administrative services.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 Broadridge Retirement and Workplace administrative services expenses.expenses related to our fund processing solutions. These costs are reflected in Cost of revenues.

•Recurring revenues increased $285.4$370.1 million, or 7%,8%, to $4,507.9$4,878.0 million. Recurring revenue growth constant currency (Non-GAAP) was 7%,8%, driven primarily by organic growth and acquisitions in ICS and GTO and acquisitions in GTO.

•Event-driven revenues increased $34.0$28.9 million, or 12%,9%, driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxyand contestother activity.communications.

•Distribution revenues increased $63.0$188.7 million, or 3%,9%, primarily driven by the postage rate increaseincreases of approximately $114$123 million partiallyand offset by lower mailhigher volumes.

•Cost of revenues - The increase of $179.5$348.4 million primarily reflects higher expensesexpenses, related to the SIS acquisition, the impact of higherincluding postage and distribution costs in our ICS segment of approximately $58$176.7 million, higher labor and technology expenses and higher expenses related to higher revenues.acquisitions.

•Selling, general and administrative expenses - The increase of $31.4$127.2 million was primarily driven by higher technology-relatedlabor investments.and compensation-related expenses in addition to higher investment expenses.

Interest expense, net. Interest expense, net, was $122.7$99.9 million, a decrease of $15.4$22.8 million, or 11%,19%, from $138.1$122.7 million in the fiscal year ended June 30, 2024.2025. The decrease was primarily due to lower average borrowings rates.and lower borrowing costs.

Other non-operating expenses,income (expenses), net. Other non-operating expenses,income, net for the fiscal year ended June 30, 20252026 was $7.1$245.2 million, compared to $1.7Other non-operating expenses, net of $7.1 million for the fiscal year ended June 30, 2024.2025, 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.

The increase in the effective tax rate for the fiscal year ended June 30, 20252026 compared to the fiscal year ended June 30, 20242025 was primarily driven by an increase in pre-tax income and lower taxtotal benefits from statutorydiscrete tax incentives,benefits. whichThe was partially offset by an increasedecrease in discrete tax benefits.benefits was primarily driven by a decrease in the Excess Tax Benefit (“ETB”) associated with stock based compensation.

•Recurring revenues increased $158.2$230.3 million, or 6%,8%, to $2,731.8$2,962.1 million. Recurring revenue growth constant currency (Non-GAAP) was 6%,8%, driven by Net7pts Newof Businessorganic and Internal Growth.growth.

◦Regulatory rose 7%12% and 7%,12%, respectively,respectively. drivenEquity by equityrevenue position growth ofwas 16%12% and mutualMutual fund/ETF position growth of 7%.6%.

◦Data-Driven Fund Solutions rose 6%4% and 5%,4%, respectively, driven primarily by growth in our global distribution insightsdata and retirementanalytics revenues, and workplacethe products.acquisitions of Acolin and iJoin.

◦Issuer rose 5%8% and 5%,8%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products.solutions.

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

•Event-driven revenues increased $34.0$28.9 million, or 12%9% driven by a higher volumeequity ofand mutual fundother communications partially offset by a lower level of equity proxy contest activity.revenues.

•Distribution revenues increased $63.0$188.7 million, or 3%,9%, primarily driven by the postage rate increaseincreases of approximately $114$123 million partiallyand offset by lower mailhigher volumes.

•Earnings before income taxes increased $103.7$49.5 million, or 11%,5%, primarilyto $1,103.5 million. The earnings benefit from higher Recurring revenue and Event-driven revenues.revenue was partially offset by higher Operating expenses. Operating expenses rose 4%,10%, or $151.5$398.3 million,million to $4,059.0$4,457.3 million driven by distribution expenses, as well as other volume-related expenses and the impact of the postage rate increase and higher volume related expenses.acquisitions.

•Pre-tax margins increaseddecreased by 1.00.8 percentage points to 20.6%19.8% from 19.6%.20.6%.

•Recurring revenues increased $127.2$139.9 million, or 8%, to $1,776.1$1,916.0 million. Recurring revenue growth constant currency (Non-GAAP) was 8%,7%, driven by 4pts of organic growth and 4pts2pts from the acquisitionacquisitions of SIS.Kyndryl’s Securities Industry Services (“SIS”) business and CQG.

◦Wealth and investment management rose 10%11% and 12%,10%, respectively, driven by 10pts5pts of Organic growth and 5pts from the SIS acquisition and 1pt of Organic growth. Organic growth was negatively impacted by 4pts as a result of the loss of a large client during the prior year period.SIS.

•Earnings before income taxes increased $28.0$96.5 million, or 48%, to $297.8 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.and CQG acquisitions.

•Pre-tax margins increased by 0.8 percentage points4.2% to 11.3%15.5% from 10.5%.11.3%.

(iviii) LitigationRestructuring Settlementand Charges,Other Related Costs, which represent reserves established during the thirdseverance and fourthother quarters of fiscal year 2024costs related to the settlementclosure of claims.substantially all operations of a production facility. Refer to Note 19,14, “Contractual Commitments, ContingenciesPayables and Off-BalanceAccrued Sheet ArrangementsExpenses” for further details.

We exclude Acquisition and Integration Costs, Restructuring and Other Related CostsCosts, Gains or Losses on Digital Assets, and LitigationInvestment Settlement ChargesGain 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.

(a)Restructuring and Other Related Costs for the fiscal year ended June 30, 2025 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. The total estimated pre-tax costs for actionsActions and associated costs related to the closure are approximately $20 million to $25 million and are expected to bewere completed byin the end of the secondthird quarter of fiscal year 2026.

In January 2026, Broadridgethe Company acquired Acolin Group Holdco Limited (“Acolin”). Acolin is a European provider of cross-border fund distribution and regulatory services. The total purchase price was approximately $70.1 million plus an additional contingent consideration liability. Acolin will beis included in the Company’s ICS reportable segment.

The key performance indicators for the three and sixnine months ended DecemberMarch 31, 2025,2026, and 2024,2025, are as follows:

The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and sixnine months ended DecemberMarch 31, 20252026 compared to the three and sixnine months ended DecemberMarch 31, 2024.2025. The Analysis of Condensed 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 Condensed Consolidated Statements of Earnings.

Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. For the sixnine months ended DecemberMarch 31, 2025,2026, mutual fund proxy revenues were 1%7% higher compared to the sixnine months ended DecemberMarch 31, 2024.2025. 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.

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 three and sixnine months ended DecemberMarch 31, 20252026 and for the fiscal year ended 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.

Closed sales for the three months ended DecemberMarch 31, 20252026 were $56.8$57.5 million, ana increasedecrease of $11.1$13.6 million, or 24%,19%, compared to $45.7$71.2 million for the three months ended DecemberMarch 31, 2024.2025. Closed sales for the three months ended DecemberMarch 31, 2026 and March 31, 2025 and December 31, 2024 are net of an allowance adjustment of $3.0 million and $2.4$3.7 million, respectively.

Closed sales for the sixnine months ended DecemberMarch 31, 20252026 were $89.3$146.8 million, a decrease of $13.9$27.5 million, or 13%,16%, compared to $103.2$174.3 million for the sixnine months ended DecemberMarch 31, 2024.2025. Closed sales for the sixnine months ended DecemberMarch 31, 2026 and March 31, 2025 and December 31, 2024 are net of an allowance adjustment of $4.7$7.7 million and $5.4$9.2 million, respectively.

Three Months Ended DecemberMarch 31, 20252026 versus Three Months Ended DecemberMarch 31, 20242025

The table below presents Condensed Consolidated Statements of Earnings data for the three months ended DecemberMarch 31, 20252026 and 2024,2025, and the dollar and percentage changes between periods:

The table below presents Condensed Consolidated Statements of Earnings data for the three months ended DecemberMarch 31, 20252026 and 2024,2025, and the dollar and percentage changes between periods:

•Recurring revenues increased $90.0$84.2 million, or 9%,7%, to $1,070.1$1,288.1 million. Recurring revenue growth constant currency (Non-GAAP) was 8%,6%, driven by organic growth in ICS and GTO and acquisitions in ICS and GTO.ICS.

•Event-driven revenues decreasedincreased $34.0$19.9 million, or 27%,38%, asfrom lowera combination of higher mutual fund proxy revenues were partially offset byand higher equity and other revenues.

•Distribution revenues increased $68.7$37.8 million, or 14%,7%, driven primarily by a higher volume of communications and the postage rate increase of approximately $32$34 million.

•Cost of revenues - the increase of $94.6$90.8 million primarily reflects higher expenses in our ICS segment, primarily driven by an increase in postage and distribution expenses of approximately $63$43 million and higher GTOlabor segmentand expensestechnology related to the SIS acquisition.expenses.

•Selling, general and administrative expenses - the increase of $34.8$36.5 million was primarily driven by higherthe technologyimpact investmentsof acquisitions and compensation-relatedhigher expenses.compensation expenses primarily related to investments.

Interest expense, net. Interest expense, net was $23.8$25.1 million, a decrease of $8.9$6.1 million, from $32.7$31.1 million for the three months ended DecemberMarch 31, 2024.2025. The decrease of $8.9 million was primarily due to lower average borrowings and lower borrowing costs.

Other non-operating income (expenses), net. Other non-operating income, net for the three months ended DecemberMarch 31, 20252026 was $188.0$6.2 million, compared to Other non-operating expenses, net $1.9$2.8 million for the three months ended DecemberMarch 31, 2024, primarily as a result of an unrealized gain on digital assets of $136.5 million and a realized gain of $53.1 million related to the Company’s contribution of Canton Coins to the Canton Digital Asset Treasury in the current year period. Refer to Note 7, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury.2025.

•Effective tax rate for the three months ended DecemberMarch 31, 20252026: 23.1%18.9%

•Effective tax rate for the three months ended DecemberMarch 31, 20242025: 19.1%21.8% The increasedecrease in the effective tax rate for the three months ended DecemberMarch 31, 20252026 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.

SixNine Months Ended DecemberMarch 31, 20252026 versus SixNine Months Ended DecemberMarch 31, 20242025

The table below presents Condensed Consolidated Statements of Earnings data for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, and the dollar and percentage changes between periods:

The table below presents Condensed Consolidated Statements of Earnings data for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, and the dollar and percentage changes between periods:

•Event-driven revenues increased $16.8$36.7 million, or 9%,15%, driven by a higher volume of equity and other revenues,communications, whichas offsetwell a decline inas mutual fund proxy revenues.

•Distribution revenues increased $107.3$145.1 million, or 11%,10%, primarily driven by the postage rate increaseincreases of approximately $57$91 million and higher Event-driven mailings.volumes.

•Cost of revenues - the increase of $186.3$277.1 million primarily reflects higher expenses, including postage and distribution costs,costs in our ICS segment of approximately $101$144 million, higher labor and technology expenses and higher expenses related to the SIS acquisition, and higher revenues.acquisition.

Interest expense, net. Interest expense, net was $48.0$73.1 million, a decrease of $17.0$23.1 million, from $65.0$96.1 million for the sixnine months ended DecemberMarch 31, 2024.2025. The decrease of $17.0$23.1 million was primarily due to lower average borrowings and lower borrowing costs.

Other non-operating income (expenses), net. Other non-operating income, net for the sixnine months ended DecemberMarch 31, 20252026 was $236.5$242.7 million, compared to Other non-operating expenses, net $3.8$6.6 million for the sixnine months ended DecemberMarch 31, 2024,2025, primarily as a result of anrealized and unrealized gaingains and losses on digital assetsassets, ofthe $182.4previously millionheld Digital Asset Loan Receivable, and athe realizedpre-funded gaincommon ofstock $53.1purchase millionwarrants (the “Warrants”) related to the Company’s contribution of Canton Coins to the Canton Digital Asset Treasury of $243.6 million in the current year period. Refer to Note 7, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury.

•Effective tax rate for the sixnine months ended DecemberMarch 31, 20252026: 22.9%21.4%

•Effective tax rate for the sixnine months ended DecemberMarch 31, 20242025: 19.6%20.8% The increase in the effective tax rate for the sixnine months ended DecemberMarch 31, 20252026 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.

Revenues for the three months ended DecemberMarch 31, 20252026 increased $84.1$117.7 million to $1,233.3$1,465.3 million from $1,149.2$1,347.5 million, and earnings before income taxes decreasedincreased $37.3$16.6 million to $136.8$309.5 million from $174.1$292.9 million.

Revenues for the sixnine months ended DecemberMarch 31, 20252026 increased $198.4$316.1 million to $2,363.2$3,828.5 million from $2,164.8$3,512.3 million, and earnings before income taxes decreasedincreased $7.4$9.2 million to $263.2$572.7 million from $270.6$563.5 million.

For the three months ended DecemberMarch 31, 20252026:

•Recurring revenues increased $49.4$60.0 million, or 9%,8%, to $589.5$799.8 million. Recurring revenue growth constant currency (Non-GAAP) was 9%,8%, driven by 4pts of Internal Growth, 3pts2pts of Net New Business, and 2pts1pt from acquisitions.

◦CustomerData-driven communicationsfund rosesolutions 6%increased 9% and 5%,8%, respectively, driven by growth in digitaldata revenues,and asanalytics wellrevenues asand the acquisitionacquisitions of Signal.Acolin and iJoin.

•Event-driven revenues decreasedincreased $34.0$19.9 million, or 27%,38%, asfrom lowera combination of higher mutual fund proxy revenues were partially offset byand higher equity and other revenues.

•Distribution revenues increased $68.7$37.8 million, or 14%,7%, driven primarily by a higher volume of communications and the postage rate increase of approximately $32$34 million.

•Earnings before income taxes decreasedincreased $37.3$16.6 million, or 21%,6%, to $136.8$309.5 million, asdriven by higher Recurring revenue and Event-driven revenues. Operating expenses rose 10%, or $101.2 million to $1,155.8 million driven by distribution expenses, volume-related expenses and the impact of higher Recurring revenue was more than offset by lower Event-driven revenuesacquisitions and an increase in Operating expenses. Operating expenses rose 12%, or $121.4 million to $1,096.5 million driven by higher distribution expenses, as well as higher technology and volume-related expenses.investments.

For the sixnine months ended DecemberMarch 31, 20252026:

◦Data-driven fund solutions rose 1%4% and 0%,3%, respectively, driven by globalgrowth distributionin insightsdata products.and analytics revenues as well as the acquisitions of Acolin and iJoin.

•Event-driven revenues increased $16.8$36.7 million, or 9%,15%, driven by a higher volume of equity and other revenues,communications, whichas offsetwell a decline inas mutual fund proxy revenues.

•Distribution revenues increased $107.3$145.1 million, or 11%,10%, primarily driven by the postage rate increases of approximately $57$91 million and higher Event-driven mailings.volumes.

•Earnings before income taxes decreasedincreased $7$9 million, or 3%,2%, to $263.2$572.7 million. The earnings benefit from higher Recurring revenue and Event-driven revenue was partially offset by higher Operating expenses. Operating expenses rose 11%,10%, or $205.8$306.9 million to $2,100.0$3,255.8 million driven by distribution expenses, as well as higherother technologyvolume-related expenses and volume-relatedthe expenses.impact of acquisitions.

Revenues for the three months ended DecemberMarch 31, 20252026 increased $40.6$24.2 million to $480.6$488.3 million from $440.0$464.1 million, and Earnings before income taxes increased $27.8$15.0 million to $77.6$85.4 million from $49.7$70.4 million.

Revenues for the sixnine months ended DecemberMarch 31, 20252026 increased $92.9$117.1 million to $940.1$1,428.4 million from $847.2$1,311.4 million, and Earnings before income taxes increased $47.8$62.8 million to $144.9$230.3 million from $97.1$167.5 million.

For the three months ended DecemberMarch 31, 20252026:

•Recurring revenues increased $40.6$24.2 million, or 9%,5%, to $480.6$488.3 million. Recurring revenue growth constant currency (Non-GAAP) was 8%,3%, drivenall by 6pts of organic growth and 2pts from the acquisition of SIS.organic.

◦Capital Markets rose 8%2% and 6%,(0%), respectively, primarily driven by 5pts4pts of revenue from new sales andwhich 3ptswas partially offset by a 3pt decrease in internal growth. The benefit of Internalhigher Growth.trading Internalvolumes Growthwas includedoffset 3pts,by orlower $7.5software million,term fromlicense digitalrevenue, assetwhich revenues.negatively impacted growth by 6pts.

◦Wealth and Investment Management rose 12%10% and 11%,8%, respectively, primarily driven by 6pts of organic growth and 5pts8pts from theinternal SISgrowth, acquisition.which benefitted from higher trading volumes.

•Earnings before income taxes increased $27.8$15.0 million, or 56%,21%, to $77.6$85.4 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.expenses.

For the sixnine months ended DecemberMarch 31, 20252026:

◦Capital Markets rose 8%6% and 6%,4%, respectively, primarily driven by 5pts4pts of revenue from new sales and 3pts1pt of Internal Growth. Internal Growth included 2pts, or $11.2 million,2pts from digital asset revenues.revenues, offset by 2pts from lower software term license revenue.

EarningsLoss before income taxes werewas $155.9$54.3 million for the three months ended DecemberMarch 31, 2025,2026, an increase of $203.7$1.9 million compared to Loss before income taxes of $47.7$52.4 million for the three months ended DecemberMarch 31, 2024.2025.