H&R Block VP receives 4,409 shares as PSUs vest, retention condition remains

Rhea-AI Filing Summary

Kellie J. Logerwell, VP & Chief Accounting Officer of H&R Block, acquired 4,409 shares of the company's common stock through the vesting of previously awarded performance share units, bringing her total beneficial ownership to 22,987.468 shares. The vesting occurred after the Compensation Committee determined that the performance criteria were satisfied, but the shares remain subject to the executive's continued service requirement through August 31, 2025, meaning they could be forfeited if service conditions are not met.

This Form 4 reports a routine, compensation-related equity settlement rather than an open-market purchase or sale. The change increases the officer's alignment with shareholder outcomes but retains retention conditions tied to continued employment.

Positive

• Insider ownership increased by 4,409 shares through PSU vesting, aligning the officer's interests with shareholders
• Performance criteria were certified by the Compensation Committee, indicating achievement of targeted goals

Negative

• Shares remain subject to continued service through August 31, 2025, creating forfeiture risk if employment terminates before that date
• Transaction is routine and not transformative; it does not materially change company capitalization or signal a strategic shift

Insights

Corporate Governance Expert

TL;DR: Routine executive award vesting increases insider ownership while preserving retention through continued service conditions.

The reported transaction reflects the administrative vesting of performance share units after the Compensation Committee certified attainment of performance goals. This is a governance-aligned outcome: it rewards performance while keeping retention mechanics intact by conditioning final ownership on continued service through the stated date. For investors, this is a standard executive compensation event and does not signal material corporate change or unusual insider trading activity.

Compensation Analyst

TL;DR: Vesting of PSUs converted to 4,409 shares, modestly increasing the officer's equity stake, with forfeiture risk if service condition fails.

The conversion of performance share units into common shares indicates that performance metrics were met. The number of shares delivered (4,409) and the resulting beneficial ownership (22,987.468) are modest relative to large-cap capitalization, so dilution and governance impact are limited. The continued service requirement through the stated date preserves retention incentives; monitoring for any subsequent disposals or additional grants will clarify longer-term compensation trends.

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
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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^*

Logerwell Kellie J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Acct Officer

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)		4,409	A	$0.0000	22,987.468	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 transaction did HRB insider Kellie J. Logerwell report?

The Form 4 reports the vesting of performance share units resulting in the acquisition of 4,409 common shares.

How many HRB shares does the reporting officer beneficially own after the transaction?

The officer beneficially owns 22,987.468 shares following the reported transaction.

Why were the shares issued to the HRB officer?

The shares vested upon the Compensation Committee's determination that the performance criteria were satisfied for the previously awarded PSUs.

Are the newly acquired HRB shares fully unrestricted?

No; the shares remain subject to a continued service requirement through August 31, 2025 and could be forfeited if that condition is not met.

Does this Form 4 indicate an open-market purchase or sale by the officer?

No; the change reflects compensation-related vesting of PSUs, not an open-market trade.