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br-202602030001383312false00013833122026-02-032026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2026

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-33220 33-1151291

(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.)

5 Dakota Drive Lake SuccessNew York11042

(Street Address)(City)(State)Zip Code

Registrant’s telephone number, including area code: (516) 472-5400

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Trading Symbol Name of Each Exchange on Which Registered:

Common Stock, par value $0.01 per share BR New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

On February 3, 2026, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the second quarter of fiscal year 2026 ended December 31, 2025. On February 3, 2026, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”) on the Company’s Investor Relations website at www.broadridge-ir.com.

Copies of the Press Release and Earnings Presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This current report on Form 8-K may contain “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. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: •changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; •Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; •a material security breach or cybersecurity attack affecting the information of Broadridge’s clients; •declines in participation and activity in the securities markets; •the failure of Broadridge’s key service providers to provide the anticipated levels of service; •a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; •overall market, economic and geopolitical conditions and their impact on the securities markets; •the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; •Broadridge’s failure to keep pace with changes in technology and demands of its clients; •competitive conditions; •Broadridge’s ability to attract and retain key personnel; and •the impact of new acq

br-202511040001383312false00013833122025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2025

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-33220 33-1151291

(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.)

5 Dakota Drive Lake SuccessNew York11042

(Street Address)(City)(State)Zip Code

Registrant’s telephone number, including area code: (516) 472-5400

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Trading Symbol Name of Each Exchange on Which Registered:

Common Stock, par value $0.01 per share BR New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2025, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the first quarter of fiscal year 2026 ended September 30, 2025. On November 4, 2025, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”) on the Company’s Investor Relations website at www.broadridge-ir.com.

Copies of the Press Release and Earnings Presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This current report on Form 8-K may contain “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. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: •changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; •Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; •a material security breach or cybersecurity attack affecting the information of Broadridge’s clients; •declines in participation and activity in the securities markets; •the failure of Broadridge’s key service providers to provide the anticipated levels of service; •a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; •overall market, economic and geopolitical conditions and their impact on the securities markets; •the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; •Broadridge’s failure to keep pace with changes in technology and demands of its clients; •competitive conditions; •Broadridge’s ability to attract and retain key personnel; and •the impact of new acq