BR 8-K Filed 2026-08-04 New authorization

Broadridge authorizes new $1.5B share repurchase program

Board replaces prior authorization with expanded buyback capacity; 20th consecutive dividend increase announced

Authorization$1.5B
MechanismRule 10b5-1 trading arrangemen

What the filing says

On August 3, 2026, Broadridge Financial Solutions' Board of Directors authorized a new share repurchase program permitting the company to repurchase up to $1.5 billion of its outstanding common stock. The authorization replaces the 3.5 million shares remaining under the existing Board repurchase authorization, providing expanded capacity for capital return to shareholders.

The repurchase program has no expiration date and may be suspended, modified, or discontinued at any time at the Board's discretion. Repurchases may be executed through open market transactions, privately negotiated transactions, Rule 10b5-1 trading arrangements, or other methods permitted by applicable securities laws. The timing, number, and value of shares repurchased will be determined by market conditions, stock price, available liquidity, capital allocation priorities, and management discretion.

The authorization comes as Broadridge reported strong fiscal year 2026 results, including 8% recurring revenue growth on a constant currency basis and 12% adjusted EPS growth. CEO Tim Gokey highlighted "record share repurchases" driven by strong free cash flow conversion of 110%. The company simultaneously announced a 12% increase in its annual dividend to $4.36 per share, representing the 20th consecutive annual dividend increase.

authorization
On August 3, 2026, the Board authorized a new share repurchase program under which Broadridge may repurchase up to $1.5 billion of its outstanding common stock. This authorization replaces the 3.5 million shares remaining under the existing Board repurchase authorization. The share repurchase program has no expiration date and may be suspended, modified, or discontinued at any time at the discretion of the Board. — BROADRIDGE FINANCIAL SOLUTIONS, INC. 8-K filing  ·  View on SEC EDGAR →

What this means

The $1.5 billion authorization represents a substantial capital allocation tool reflecting Broadridge's strong cash generation and confidence in its financial position. The company generated $1.23 billion in free cash flow during fiscal 2026 with 110% conversion, providing a foundation for share buybacks alongside its dividend commitment. Replacing the prior authorization with a dollar-based program (rather than share-count basis) offers flexibility in execution. The program carries no expiration date, allowing the company to manage repurchases opportunistically based on market conditions and strategic priorities. With approximately 114 million shares outstanding (as of June 30, 2026), the $1.5 billion authorization represents roughly 1–2% of market capitalization at recent trading levels.

Frequently asked questions

Why did Broadridge announce a new buyback program instead of expanding the old one?
The company replaced its prior authorization, which had only 3.5 million shares remaining, with a fresh $1.5 billion dollar-based program. This approach provides greater flexibility than a share-count authorization, allowing management to adapt repurchases based on stock price movements and market conditions without needing a new Board vote if the original authorization depletes.
How does this buyback fit with Broadridge's dividend increase?
Broadridge announced a 12% dividend increase to $4.36 annually on the same day as the buyback authorization, marking its 20th consecutive annual increase. Both actions reflect strong free cash flow (110% conversion in FY2026), allowing the company to return capital through dividends and repurchases simultaneously while maintaining financial flexibility.
When will Broadridge execute these repurchases?
The timing is entirely discretionary. The company stated that repurchase timing and volume will depend on market conditions, stock price, available liquidity, capital allocation priorities, and other factors considered relevant by management. The program has no expiration date, so Broadridge can execute opportunistically over years if desired.
What execution methods will Broadridge use for these buybacks?
The company may use open market transactions, privately negotiated transactions, Rule 10b5-1 pre-arranged trading plans, or other methods permitted under securities laws. Rule 10b5-1 plans are popular among public companies because they allow predetermined repurchase schedules while providing a safe harbor under insider trading rules.
How much did Broadridge repurchase in fiscal 2026?
The earnings release states the company achieved 'record share repurchases' driven by 110% free cash flow conversion, and the balance sheet shows treasury stock increased from $2,599 million to $3,202 million, a net increase of $603 million. However, the exact share count repurchased is not specified in the filing.
What financial performance supports this buyback authorization?
Broadridge reported fiscal 2026 recurring revenue growth of 8% on a constant currency basis, adjusted EPS growth of 12%, and free cash flow of $1.23 billion (110% conversion). Diluted EPS rose 35% to $9.60. The company also raised full-year 2027 guidance, expecting 6–8% recurring revenue growth and 8–12% adjusted EPS growth, providing confidence in continued cash generation.
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Source. This editorial summary is based on the SEC filing linked above. BuybackStocks aggregates and editorializes publicly available SEC EDGAR filings. Not investment advice. Past authorization announcements do not guarantee future repurchase activity or share price performance. See our full disclosures policy.