Broadridge (NYSE: BR) prices $500M 5.75% senior notes to 2036
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Broadridge Financial Solutions is issuing $500,000,000 of 5.750% senior notes due 2036 in an underwritten public offering. The notes are being sold under an effective shelf registration on Form S-3 and a prospectus supplement dated May 4, 2026.
Broadridge intends to use the net proceeds from the notes, together with cash on hand, to repay its outstanding 3.400% senior notes due 2026. The offering is expected to close on May 15, 2026, subject to customary closing conditions, with major banks acting as joint book-running managers.
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8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New senior notes principal: $500,000,000
Coupon rate: 5.750%
Maturity of new notes: 2036
+2 more
5 metrics
New senior notes principal
$500,000,000
Aggregate principal amount of 5.750% senior notes due 2036
Coupon rate
5.750%
Interest rate on senior notes due 2036
Maturity of new notes
2036
Maturity year of 5.750% senior notes
Existing notes coupon
3.400%
Coupon on senior notes due 2026 to be repaid
Expected closing date
May 15, 2026
Planned closing of the senior notes offering
Key Terms
underwritten public offering, senior notes, registration statement on Form S-3, prospectus supplement, +1 more
5 terms
underwritten public offering financial
"with respect to the offering and sale in an underwritten public offering by the Company"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
senior notes financial
"aggregate principal amount of its 5.750% Senior Notes due 2036"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
registration statement on Form S-3 regulatory
"pursuant to a registration statement on Form S-3, File No. 333-289263"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"a prospectus supplement dated May 4, 2026 and filed with the Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
forward-looking statements regulatory
"may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 4, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (516 ) 472-5400
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
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| Item 1.01. |
Entry into a Material Definitive Agreement.
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On May 4, 2026, Broadridge Financial Solutions, Inc. (the “Company”) entered into an underwriting agreement (the “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 listed therein, with respect to the offering and sale in an underwritten public offering
(the “Offering”) by the Company of $500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2036 (the “Notes”). The Underwriting Agreement is filed as an Exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
The Offering of the Notes is being made pursuant to a registration statement on Form S-3, File No. 333-289263 of the Company and a prospectus
supplement dated May 4, 2026 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on May 5, 2026. The Offering is expected to close on May 15, 2026,
subject to the satisfaction of customary closing conditions.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the terms of that agreement filed as Exhibit 1.1 and
incorporated by reference herein.
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Other Events.
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On May 4, 2026, the Company issued a press release announcing the pricing of the Offering of the Notes. A copy of the press release is filed as Exhibit
99.1 to this report and is incorporated by reference in this Item 8.01. The information contained in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing made by the Company under the Securities Act, or the Exchange Act, except as expressly set forth by the Company by specific
reference in such a filing.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of May 4, 2026, among Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as
representatives of the underwriters listed therein.
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99.1
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Press Release, dated May 4, 2026.
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: May 6, 2026 | |||
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | |||
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By:
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/s/ Ashima Ghei | ||
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Name: | Ashima Ghei | |
| Title: | Corporate Vice President and Chief Financial Officer |
Exhibit 99.1
Broadridge Announces Pricing of $500,000,000 Senior Notes
NEW YORK, N.Y., May 4, 2026 – Broadridge Financial Solutions, Inc.
(NYSE:BR) (“Broadridge”) today announced that it has priced $500,000,000 aggregate principal amount of 5.750% senior notes due 2036 (the “Notes”) in an offering registered under the Securities Act of 1933, as amended. Broadridge intends to use the net proceeds of this offering, together with cash on hand, to repay its outstanding 3.400%
senior notes due 2026.
J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC are acting as the joint book-running
managers for the offering.
The Notes are being offered pursuant to Broadridge’s effective registration statement on file with the Securities and Exchange Commission (the “SEC”). A
prospectus supplement describing the terms of the notes offering will be filed with the SEC and copies may be obtained from: J.P. Morgan Securities LLC collect at 212-834-4533, BofA Securities, Inc. toll-free at 800-294-1322, Morgan Stanley & Co.
LLC toll-free at 866-718-1649 and Wells Fargo Securities, LLC toll-free at 800-645-3751.
You may also visit www.sec.gov to obtain an electronic copy of the prospectus and related prospectus supplement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sale of the Notes in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Broadridge
Broadridge Financial Solutions (NYSE: BR) is a global technology leader with trusted expertise and transformative technology, helping clients and the financial services
industry operate, innovate, and grow. We power investing, governance, and communications for our clients – driving operational resiliency, elevating business performance, and transforming investor experiences. Our technology and operations platforms
process and generate over 7 billion communications annually and underpin the daily average trading of over $15 trillion in equities, fixed income, and other securities globally.
Forward-Looking Statements
This press release and other written or oral statements made from time to time by representatives of Broadridge 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. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 Annual Report”), as they may be updated
in any future reports filed with the SEC including, without limitation, Broadridge’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (filed on April 30, 2026). All forward-looking statements speak only as of the date of this press
release and are expressly qualified in their entirety by reference to the factors discussed in the 2025 Annual Report and any such subsequent filings.
These risks include:
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changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
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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;
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a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
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declines in participation and activity in the securities markets;
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the failure of Broadridge’s key service providers to provide the anticipated levels of service;
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a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
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overall market, economic and geopolitical conditions and their impact on the securities markets;
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the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
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Broadridge’s failure to keep pace with changes in technology and demands of its clients;
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competitive conditions;
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Broadridge’s ability to attract and retain key personnel; and
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the impact of new acquisitions and divestitures.
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There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements
could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will
have on our results of operations and financial condition.
Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or
to reflect the occurrence of unanticipated events, other than as required by law.
Contact Information
| Investors: | Media: |
| broadridgeir@broadridge.com |
Gregg.rosenberg@broadridge.com |
FAQ
What did Broadridge (BR) announce in this 8-K filing?
Broadridge announced it priced $500,000,000 of 5.750% senior notes due 2036. These notes are part of a registered public offering and will provide funds, alongside cash on hand, to repay its existing 3.400% senior notes maturing in 2026.
What are the key terms of Broadridge (BR) 5.750% senior notes due 2036?
The notes have a 5.750% interest rate and mature in 2036, with a total aggregate principal of $500,000,000. They are senior unsecured obligations issued in an underwritten public offering under Broadridge’s effective shelf registration statement.
How will Broadridge (BR) use the proceeds from the new senior notes?
Broadridge intends to use the net proceeds from the $500,000,000 notes, together with cash on hand, to repay its outstanding 3.400% senior notes due 2026. This effectively refinances upcoming debt with a new longer-dated senior notes issuance.
Which banks are managing Broadridge (BR) new notes offering?
J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC are joint book-running managers. They are leading the underwriting process for Broadridge’s registered offering of 5.750% senior notes due 2036.
Under what SEC registration is Broadridge (BR) issuing these notes?
The 5.750% senior notes due 2036 are being offered under Broadridge’s effective registration statement on Form S-3, File No. 333-289263. A detailed prospectus supplement describing the notes will be filed with the SEC under this shelf.
When is Broadridge (BR) expected to close the senior notes offering?
The offering of the $500,000,000 5.750% senior notes due 2036 is expected to close on May 15, 2026. Completion is subject to the satisfaction of customary closing conditions typical for underwritten public debt offerings.