H&R Block CEO equity award vests; 101,228 shares added to holdings

Rhea-AI Filing Summary

H&R Block insider transaction: Jeffrey J. Jones II, President & CEO and a director, reported the vesting and acquisition of 101,228 shares of H&R Block common stock on 08/13/2025. The shares vested from previously awarded performance share units after the Compensation Committee determined that the award's performance criteria were satisfied. Following this transaction, Mr. Jones beneficially owned 947,839.431 shares. The shares were reported as acquired at a price of $0.0000 and remain subject to the executive’s continued service through August 31, 2025, per the filing.

Positive

• 101,228 shares vested after Compensation Committee determined performance criteria were met, indicating award conditions were satisfied
• CEO's beneficial ownership increased to 947,839.431 shares, aligning executive pay with shareholder interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive vesting after performance criteria were met; reflects compensation delivery, not an unusual market event.

The Form 4 documents the vesting of performance share units into 101,228 common shares for the CEO following a Compensation Committee determination that performance hurdles were satisfied. This is a standard compensation settlement mechanism and confirms the company applied pre-established performance conditions. The acquisition price is reported as $0.0000 because the shares resulted from award vesting rather than an open-market purchase. The filing notes continued service requirement through August 31, 2025, indicating potential forfeiture if service terminates before that date.

Securities Analyst

TL;DR: Transaction is a non-cash issuance from equity awards; likely limited immediate market impact but increases insider holdings.

The disclosure shows an addition of 101,228 shares to the CEO’s beneficial ownership, bringing his total to 947,839.431 shares. Because these shares vested per performance criteria, the event signals management achieved targeted metrics tied to long-term incentive awards. The Form 4 provides precise share counts and dates but contains no information on dilution metrics, grant size relative to outstanding shares, or any subsequent sales, so material market impact cannot be determined from this filing alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jones Jeffrey J II

(Last) (First) (Middle)

C/O H&R BLOCK

ONE H&R BLOCK WAY

(Street)

KANSAS CITY MO 64105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
H&R BLOCK INC [ HRB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2025		A(1)		101,228	A	$0.0000	947,839.431	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Vesting of Common Stock underlying previously awarded performance share units upon determination by the Compensation Committee that performance criteria for the awards had been satisfied, which remain subject to the executive's continued service through August 31, 2025.

	Katharine M. Haynes, per Power of Attorney	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did HRB insider Jeffrey J. Jones II report on Form 4?

The Form 4 reports the vesting and acquisition of 101,228 shares of H&R Block common stock by Jeffrey J. Jones II on 08/13/2025.

Why was the transaction price listed as $0.0000 on the HRB Form 4?

The price is $0.0000 because the shares resulted from vesting of previously awarded performance share units rather than an open-market purchase.

How many HRB shares does the CEO beneficially own after this transaction?

Following the reported transaction the CEO beneficially owned 947,839.431 shares.

When must the executive remain employed to avoid forfeiture of vested shares?

The filing states the shares remain subject to the executive's continued service through August 31, 2025.

When was the Form 4 signed or filed on behalf of the reporting person?

The signature block shows Katharine M. Haynes, per Power of Attorney with the date 08/15/2025.