[8-K] H&R Block, Inc. Reports Material Event

Rhea-AI Filing Summary

Schedule 13G filing dated 15 July 2025 discloses that several entities affiliated with Founders Fund and individual filer Peter Thiel have accumulated a meaningful passive position in BitMine Immersion Technologies, Inc. (BMNR).

The filing covers six Reporting Persons: FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; The Founders Fund Growth Management, LLC; and Peter Thiel. All entities are organized in Delaware, while Thiel is a U.S. citizen.

Collectively, the Reporting Persons hold 5,094,000 shares of BMNR common stock, representing 9.1 % of the 56,253,249 shares outstanding as of 14 July 2025. Within this total, FF Consumer Growth II, LP owns 3,926,759 shares (7.0 %), and FF Consumer Growth, LLC owns 1,167,241 shares (2.1 %). Voting and dispositive powers are shared—none of the filers reports sole authority over any shares.

The certification section states that the securities were “not acquired and are not held with the purpose or effect of changing or influencing the control of the issuer,” indicating a passive investment stance. A joint-filing agreement (Exhibit 99.1) accompanies the submission, and the filers expressly disclaim formation of a control group.

• Date triggering filing: 08 July 2025
• CUSIP: 09175A206; class: Common Stock, par $0.0001
• Principal business address of filers: One Letterman Dr., Building D, 5th Floor, San Francisco, CA 94129
• Issuer headquarters: 10845 Griffith Peak Dr. #2, Las Vegas, NV 89135

The disclosure signals a sizable passive stake by high-profile investors, a data point that can influence market perception and liquidity for BMNR shares.

Positive

• 9.1 % beneficial ownership by Peter Thiel and Founders Fund affiliates provides a significant, publicly disclosed investment in BMNR.
• Shared voting and dispositive powers across entities demonstrate coordinated, transparent reporting, enhancing clarity for other shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Founders Fund affiliates and Peter Thiel reveal 9.1 % passive stake in BMNR; no change-of-control intent.

The Schedule 13G confirms that entities tied to Founders Fund—via two limited partnerships and two LLCs—plus Peter Thiel collectively control just over nine percent of BitMine Immersion Technologies’ outstanding common shares. All voting and dispositive rights are shared, with no single entity claiming sole authority, and the certification language indicates a passive investment strategy. While the filing does not discuss purchase price or timing, the magnitude of the position (over the 5 % reporting threshold) can improve liquidity and enhance investor confidence because respected fund managers are involved. The absence of activist language reduces near-term governance risk. Overall, the disclosure is impactful because it identifies a new, sizable shareholder, yet neutral on operational outlook.

Corporate Governance Specialist

TL;DR: Large but passive ownership—9.1 %—adds influential holder without immediate governance pressure.

From a governance standpoint, the 13G filing brings a credible, sophisticated shareholder onto BitMine’s register. The explicit disclaimer of control intent and the passive 13G (rather than 13D) classification suggest no imminent board or strategic challenges. Nevertheless, the combined stake gives the Reporting Persons voting influence in shareholder matters such as director elections or equity issuances. Multiple affiliated entities funnel authority to a single individual—Peter Thiel—streamlining potential future action if their stance changes. Investors should monitor any subsequent switch to a 13D or further accumulation above 10 %, which would trigger Section 16 insider status. At present, the impact is positive but moderate, chiefly improving market perception rather than altering governance dynamics.

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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): July 11, 2025

H&R BLOCK, INC.

(Exact name of registrant as specified in charter)

Missouri			1-06089			44-0607856
(State or other jurisdiction of			(Commission File Number)			(I.R.S. Employer
incorporation or organization)						Identification No.)

One H&R Block Way, Kansas City, MO 64105

(Address of Principal Executive Offices) (Zip Code)

(816) 854-3000

(Registrant's telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, without par value			HRB			New York Stock Exchange

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 11, 2025, Block Financial LLC (“Block Financial”), a wholly-owned subsidiary of H&R Block, Inc. (the “Company”), entered into the Fifth Amended and Restated Credit and Guarantee Agreement (the “Amended Credit Facility”) amending and restating the Fourth Amended and Restated Credit and Guarantee Agreement, which was entered into on June 11, 2021 and amended on May 25, 2023 (as amended, the “2021 Credit Facility”), among Block Financial, as the borrower, the Company, as the guarantor, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A. ("JPM"), as the administrative agent. The Amended Credit Facility extends the scheduled maturity date under the 2021 Credit Facility from June 11, 2026 to July 11, 2030, maintains the aggregate principal amount of $1.5 billion, and revises the applicable interest rate table. All other material terms of the Amended Credit Facility remain substantially unchanged from the 2021 Credit Facility.

See the description of the original Credit and Guarantee Agreement and subsequent amendments thereto included in the Company’s Current Reports on Form 8-K filed on September 21, 2015, September 26, 2016, June 15, 2021 and May 30, 2023, each incorporated herein by reference, for additional information regarding the Amended Credit Facility (as updated herein).

The foregoing description of the Amended Credit Facility does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Amended Credit Facility, as executed by the parties thereto, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

10.1			Fifth Amended and Restated Credit and Guarantee Agreement dated July 11, 2025 by and among Block Financial LLC, H&R Block, Inc., the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

									H&R BLOCK, INC.
Date:			July 15, 2025			By:			/s/ Katharine M. Haynes
									Katharine M. Haynes
									Vice President and Corporate Secretary

FAQ

What percentage of BitMine Immersion Technologies (BMNR) does Peter Thiel now own?

The filing shows Peter Thiel beneficially owns 5,094,000 shares, representing 9.1 % of BMNR’s outstanding common stock.

Which Founders Fund entities are listed in the Schedule 13G for BMNR?

The entities are FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; and The Founders Fund Growth Management, LLC.

Is the newly disclosed stake considered passive or activist?

The certification states the shares were not acquired to change or influence control; the filing is on Schedule 13G, indicating a passive investment.

How many BMNR shares are outstanding according to the filing?

The filing references 56,253,249 shares outstanding as of 14 July 2025.

What is the CUSIP number for BitMine Immersion Technologies common stock?

The CUSIP number disclosed is 09175A206.