01—Abstract
Summary
Summary of the 8-K filed May 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Broadridge Financial Solutions, Inc. (NYSE: BR) filed this Current Report on Form 8-K to disclose that on May 4, 2026 it entered into an underwriting agreement with J.P.
Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, for an underwritten public offering of $500,000,000a aggregate principal amount of 5.750% Senior Notes due 2036. The offering is being made under the company's Form S-3 registration statement (File No. 333-289263) and a prospectus supplement dated May 4, 2026, filed under Rule 424(b) on May 5, 2026. The offering is expected to close on May 15, 2026, subject to customary closing conditions.
According to the accompanying press release (Exhibit 99.1), Broadridge intends to use the net proceeds, together with cash on hand, to repay its outstanding 3.400%b senior notes due 2026. The filing is primarily a debt refinancing event: it replaces near-term debt with a new issue maturing in 2036 at a stated coupon of 5.750%.
The filing does not disclose earnings, revenue, or other operating results. The press release's forward-looking statements cross-reference the company's Form 10-K for the fiscal year ended June 30, 2025 and its Form 10-Q for the quarter ended March 31, 2026 (filed April 30, 2026) for risk factors.
02—Key points
Key Highlights
- Broadridge priced a $500,000,000 aggregate principal amount offering of 5.750% Senior Notes due 2036 on May 4, 2026.
- Underwriting agreement dated May 4, 2026 with J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC as representatives of the underwriters.
- Offering is registered under Form S-3 (File No. 333-289263) with a prospectus supplement dated May 4, 2026 filed under Rule 424(b) on May 5, 2026.
- Expected closing date of the offering is May 15, 2026, subject to customary closing conditions.
- Net proceeds, together with cash on hand, are intended to repay the company's outstanding 3.400% senior notes due 2026.
- The filing does not include earnings, revenue or other operating results.
- Form 8-K also lists the underwriting agreement as Exhibit 1.1 and the pricing press release as Exhibit 99.1.
03—Questions
Frequently Asked Questions
How much debt did Broadridge issue and on what terms?
Broadridge priced $500,000,000 aggregate principal amount of 5.750% Senior Notes due 2036, offered in an underwritten public offering under its effective Form S-3 shelf registration.
What is the company using the proceeds for?
The company intends to use the net proceeds, together with cash on hand, to repay its outstanding 3.400% senior notes due 2026.
Who are the underwriters for the offering?
J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are the representatives of the underwriters, and the press release names them as joint book-running managers.
When is the offering expected to close?
The offering is expected to close on May 15, 2026, subject to satisfaction of customary closing conditions.
Where can investors find the terms of the notes?
The terms are described in a prospectus supplement dated May 4, 2026, filed with the SEC under Rule 424(b) on May 5, 2026, and the underwriting agreement is filed as Exhibit 1.1 to this 8-K.
04—Continue