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Broadridge Financial Solutions 8-K Report, Financial Results (Nov 4, 2025)

Reports
Earnings & Results·Exhibits & Filings
Filing Date
Filed November 4, 2025
Period End
November 4, 2025
Security
BR
In the record · 2016–202610-K1110-Q338-K224

BR filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 224 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’17Feb ’17
  2. Material agreement8-K · Jan ’20Jan ’20
  3. Leadership change8-K · Aug ’22Aug ’22
  4. Leadership change8-K · Dec ’24Dec ’24

01—Abstract

Summary

Summary of the 8-K filed November 4, 2025. Cited figures are marked; the original filing is the authoritative source.

Broadridge Financial Solutions, Inc. (NYSE: BR) furnished this Form 8-K under Item 2.02 to report results for its first quarter of fiscal year 2026, ended September 30, 2025.

Total revenues rose 12% to $1,589 milliona from $1,423 million, and Recurring revenues increased 9% to $977 million, or 8% in constant currency. Operating income was $189 million, up 40%, and diluted EPS was $1.40 versus $0.68 a year earlier. Adjusted EPS, a non-GAAP measure, rose 51% to $1.51.

Event-driven revenues increased 81% to $114 millionb, driven by a higher volume of mutual fund proxy communications. Net cash flows from operating activities were $42.3 million, compared with negative $125.5 million in the prior-year quarter, and free cash flow (non-GAAP) was $12.7 million. Management raised its FY'26 Recurring revenue growth constant currency outlook to the higher end of its 5-7% range and reaffirmed Adjusted Operating income margin of 20-21%, Adjusted EPS growth of 8-12%, and Closed sales of $290-$330 million.

During the quarter the company completed two tuck-in acquisitions, Signal (approximately $27 millionc purchase price) and iJoin (approximately $35 million plus contingent consideration), and repurchased $150 million of shares. Cash and cash equivalents declined to $290.7 million from $561.5 million at June 30, 2025, and total debt (current and long-term) was $3,281.3 million at September 30, 2025. The filing also discloses a subsequent event: on November 3, 2025, Broadridge agreed to contribute 342 million of its Canton Coins to acquire pre-funded warrants representing an approximate 8% interest in Tharimmune, Inc., with closing expected on or about November 6, 2025.

02—Key points

Key Highlights

  1. Total revenues increased 12% to $1,589 million; Recurring revenues rose 9% to $977 million (8% constant currency).
  2. Diluted EPS was $1.40 versus $0.68; Adjusted EPS rose 51% to $1.51.
  3. Operating income increased 40% to $189 million; operating margin was 11.9% versus 9.4%.
  4. Event-driven revenues rose 81% to $114 million on higher mutual fund proxy volume.
  5. FY'26 guidance: Recurring revenue growth constant currency raised to the higher end of 5-7%; Adjusted EPS growth of 8-12% and Closed sales of $290-$330 million reaffirmed.
  6. Net cash from operating activities was $42.3 million versus negative $125.5 million a year earlier; free cash flow was $12.7 million (non-GAAP).
  7. Subsequent event: agreement to contribute 342 million Canton Coins for an approximate 8% interest in Tharimmune, Inc., expected to close on or about November 6, 2025.

03—Questions

Frequently Asked Questions

  1. Why did reported diluted EPS more than double while Adjusted EPS rose 51%?

    Diluted EPS of $1.40 included a $45.8 million unrealized gain on digital assets (Canton Coins), which management excludes from Adjusted EPS. Adjusted EPS of $1.51 also excludes amortization of acquired intangibles ($0.43 per share), acquisition and integration costs ($0.06), and restructuring costs ($0.04), and the unrealized gain (-$0.39).

  2. What drove the revenue growth in the quarter?

    Recurring revenues grew 9%, driven by organic growth and acquisitions in ICS and GTO. Event-driven revenues rose $51 million (81%), mainly from mutual fund proxy communications, and Distribution revenues rose 8%, including approximately $25 million from a postage rate increase.

  3. How did cash flow and capital deployment compare?

    Operating cash flow was $42.3 million versus negative $125.5 million a year earlier. Cash and equivalents fell to $290.7 million from $561.5 million at June 30, 2025, reflecting $150.5 million of treasury stock purchases, $103.1 million of dividends, and $55.8 million of acquisitions, net of cash acquired.

  4. What is the restructuring charge about?

    Restructuring and Other Related Costs of $4.4 million in the quarter relate to severance and other costs for closing substantially all operations of a production facility. Total estimated pre-tax costs for the closure are approximately $20 million to $25 million, expected to be completed by the end of the second quarter of fiscal year 2026.

  5. What is the Tharimmune transaction?

    On November 3, 2025, Broadridge agreed to contribute 342 million Canton Coins to acquire pre-funded common stock purchase warrants representing an approximate 8% interest in Tharimmune, Inc. The offering is expected to close on or about November 6, 2025, and Tharimmune intends to pursue a digital asset treasury strategy that includes acquiring and generating Canton Coins.

04—Continue

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