布罗德里奇金融美股招股说明书(2026-05-06版)

Broadridge Financial Solutions, Inc.$500,000,0005.750% Senior Notes due 2036 Broadridge Financial Solutions, Inc. is offering $500 million aggregate principal amount of its 5.750%Senior Notes due 2036 (the “notes”). The notes will bear interest of a rate of 5.750%per annumand will matureon May15, 2036. Interest on the notes will be payable semiannually on May15 and November15 of each year,beginning on November 15, 2026, and will accrue from May 15, 2026. We may redeem the notes in whole or in part at any time prior to their maturity at the redemption pricesdescribed in “Description of Notes—Optional Redemption.” Upon the occurrence of a “change of controlrepurchase event,” we will be required to make an offer to repurchase the notes at a price equal to 101% of theirprincipal amount plus accrued and unpaid interest to, but excluding, the date of repurchase. The notes will be our unsecured and unsubordinated obligations and will rank equally with our otherunsecured and unsubordinated indebtedness from time to time outstanding. The notes will not be guaranteed byany of our subsidiaries. The notes are being offered globally for sale in jurisdictions where it is lawful to makesuch offers and sales. The notes are not and will not be listed on any securities exchange. Currently, there is nopublic market for the notes. See “Risk Factors” beginning on page S-9and the risk factors described in the “Risk Factors” sectionin our annual report on Form10-K for the fiscal year ended June30, 2025 (the “2025 Annual Report”) fora discussion of certain risks that you should consider in connection with an investment in the notes. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission hasapproved or disapproved of the notes or determined that this prospectus supplement or the accompanyingprospectus is accurate or complete. Any representation to the contrary is a criminal offense. Joint Book-Running Managers TABLE OF CONTENTS In making your investment decision, you should rely only on the information contained or incorporatedby reference in this prospectus supplement and the accompanying prospectus. If information in thisprospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectussupplement. We have not, and the underwriters have not, authorized anyone to provide you with differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. Weare not, and the underwriters are not, making an offer of these securities in any state where the offer or sale isnot permitted. You should assume that the information provided in this prospectus supplement, theaccompanying prospectus or the documents incorporated by reference in this prospectus supplement and inthe accompanying prospectus is accurate only as of their respective dates. Our business, financial condition,results of operations and prospects may have changed since those dates. Neither the delivery of thisprospectus supplement and the accompanying prospectus nor any sale made hereunder shall under anycircumstances imply that the information in this prospectus supplement is correct as of any date subsequentto the date on the cover of this prospectus supplement or that the information contained in the accompanyingprospectus is correct as of any date subsequent to the date on the cover of the accompanying prospectus. TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementS-1Where You Can Find More InformationS-2Trademarks and CopyrightsS-3Incorporation by ReferenceS-3Special NoteAbout Forward-Looking StatementsS-4Offering SummaryS-5Risk FactorsS-9Use of ProceedsS-11CapitalizationS-12Description of Other IndebtednessS-13Description of NotesS-15Certain United States Federal Income Tax ConsiderationsS-29Certain ERISA ConsiderationsS-33UnderwritingS-35Legal MattersS-40ExpertsS-40 Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS3OUR COMPANY4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF CAPITAL STOCK17DESCRIPTION OF OTHER SECURITIES20SELLING SECURITYHOLDERS21PLAN OF DISTRIBUTION22LEGAL MATTERS23EXPERTS23WHERE YOU CAN FIND MORE INFORMATION23INCORPORATION BY REFERENCE24 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is the prospectus supplement, which describes the specificterms of this offering. The second part is the accompanying prospectus, which describes more general information,some of which may not apply to this offering. You should read both this prospectus supplement and theaccompanying prospectus, together with the documents identified under the captions “Where You Can Find MoreInformation” and “Incorporation by Reference.” If the information set forth in this prospectus supplement differs in any way from the information set forth inthe accompanying prospectus, you should rely on the information set forth