Broadridge Financial Solutions Inc

Market and investment · Asset valuation and impairment

We may incur significant charges or losses in the future associated with our portfolio of intangible assets, including goodwill and digital assets. Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately 65% of the total assets on our balance sheet as of June 30, 2026. 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.

Market and investment · Market volatility and economic cycles

Our revenues may decrease due to declines in the levels of participation and activity in the securities markets. Volatility in the securities markets and sudden sharp or gradual but sustained declines in market participation and activity can result in reduced investor communications activity and reduced trading volumes.

International and currency · International operations and emerging markets

As a multinational company, our operations and our ability to deliver our services to our clients could be adversely impacted by general global economic and political conditions. Also, in recent years, we have expanded our operations, entered strategic alliances, and acquired businesses outside the U.S. Compliance with foreign and U.S. laws and regulations that are applicable to our international operations could cause us to incur higher than anticipated costs.

Capital structure and performance · Debt management and refinancing

As of June 30, 2026, we had $3,254.6 million in aggregate carrying amount of total debt. Our overall leverage and the terms of our financing arrangements could limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions.

Credit and liquidity · Access to capital and financing

Our liquidity position may be negatively affected by changes in general economic conditions, regulatory requirements and access to the capital markets, which may be limited if we were to fail to renew any of the credit facilities on their renewal dates or if we were to fail to meet certain ratios.

Capital structure and performance · Credit rating and cost of capital

If the credit ratings of our outstanding indebtedness are downgraded, or if rating agencies indicate that a downgrade may occur, our business, financial position, and results of operations could be adversely affected. A downgrade would also have the effect of increasing our borrowing costs and could decrease the availability of funds we are able to borrow.

Supply chain and procurement · Supplier operation and dependance

We rely on relationships with third parties, including our service providers and other vendors for certain functions. 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 cause them to be unable to provide services to us at all.

Supply chain and procurement · Transportation and logistics disruption

We rely upon the United States Postal Service ('USPS'), Canada Post, other government-sponsored postal services globally, and third-party carriers, such as the United Parcel Service, for timely delivery of communications on behalf of our clients. We are subject to carrier disruptions due to factors that are beyond our control, including employee strikes, inclement weather, and increased fuel costs.

Core operations · Operational disruption and business continuity

Any significant degradation or failure of our or our third-party providers' computer systems, communications systems or any other systems in the performance of our services could cause our clients or their customers to suffer delays in their receipt of our services. These delays could cause substantial losses for our clients or their customers, and we could be liable to parties who are financially harmed by those failures.

Human capital and workforce · Talent acquisition and retention

We may be unable to attract and retain key personnel. Our continued success depends on our ability to attract and retain key personnel such as our senior management and other qualified personnel including highly skilled technical employees. Skilled and experienced personnel in the areas where we compete are in high demand, and competition for their talents is intense.

Technology infrastructure · Disaster recovery and business continuity

We have disaster recovery and business continuity plans in place in the event of system failure due to any of these events and we test our plans regularly. However, we cannot be certain that our plans, or those of our data center services provider, will be successful in the event of a disaster.

Technology infrastructure · Technology systems and infrastructure failure

Our services depend on our ability to store, retrieve, process, and manage significant databases, and to receive and process transactions and investor communications through a variety of electronic systems. Our systems, those of our data center and cloud services providers, or any other systems with which our systems interact could slow down significantly or fail for a variety of reasons.

Technology infrastructure · Cloud services and data center operations

Because we have outsourced our data center operations and use third-party cloud services providers for storage of certain data, the operation, performance and security functions of the data center and the cloud system involve factors beyond our control, and we cannot guarantee that our third-party providers will be able to provide their services at a satisfactory level.

Geopolitical and trade · International conflicts and tensions

Acts of war or terrorism and international conflict, such as the ongoing conflicts in the Middle East, Russia and Ukraine; natural or man-made disasters or other catastrophes could negatively impact our ability to perform our services or the demand for our services or may increase our costs.

Geopolitical and trade · Trade policies tariffs and sanctions

These factors may include: trade policies, disputes, barriers and other restrictions which are beyond our control and may negatively impact our ability to perform our services or the demand for our services or may increase our costs resulting in an adverse impact on our business and results of operations.

Natural and catastrophic events · Climate change and environmental impact

Extreme or unusual weather patterns caused by climate change could negatively impact our ability to perform our services or the demand for our services or may increase our costs resulting in an adverse impact on our business and results of operations.

Natural and catastrophic events · Pandemic and public health crises

Social and health conditions, including widespread outbreak of an illness or pandemic such as the Covid-19 pandemic could negatively impact our ability to perform our services or the demand for our services or may increase our costs.

Market position and competition · Competitive pressure and market share loss

Intense competition could negatively affect our ability to maintain or increase our business, financial condition, and results of operations. We compete with a number of firms that provide similar products and services. Our competitors may be able to respond more quickly to new or changing opportunities, technologies, and client requirements.

Market position and competition · Disruptive competitors and new market entrants

In addition, we run the risk of disintermediation due to emerging technologies, fintech start-ups and new market entrants. If we fail to adapt or keep pace with new technologies in a timely manner, it could harm our ability to compete, decrease the value of our products and services to our clients.

Innovation and product development · Intellectual property protection and infringement

The inability to identify, obtain, retain, enforce and protect important intellectual property rights could harm our business. Third parties may infringe or misappropriate our intellectual property, which includes a combination of patents, trademarks, service marks, copyrights, domain names and trade secrets.