Jack Henry (NASDAQ: JKHY) expands board, names CEO Gregory Adelson director

Rhea-AI Filing Summary

Jack Henry & Associates, Inc. reported that its Board of Directors expanded the board size from nine to ten members and appointed President and Chief Executive Officer Gregory R. Adelson to fill the new director seat, effective August 22, 2025. Mr. Adelson, who has served as CEO since July 1, 2024 and as President since January 25, 2022, will continue in both executive roles and is expected, along with the other nine directors, to stand for reelection at the 2025 Annual Meeting of Stockholders.

The company stated that Mr. Adelson’s appointment was not made pursuant to any arrangement with another party and that there are no transactions with him requiring disclosure under Item 404(a) of Regulation S-K. He will not be considered an independent director under Nasdaq and SEC rules, will not serve on any board committee, and as an employee will not receive separate compensation for his board service.

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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): August 22, 2025

JACK HENRY & ASSOCIATES, INC.

(Exact name of Registrant as specified in its Charter)

Delaware			0-14112			43-1128385
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

663 Highway 60, P.O. Box 807, Monett, MO 65708

(Address of Principal Executive Offices) (Zip Code)

417-235-6652

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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:

☐ 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			Ticker symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			JKHY			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2025, the Board of Directors (the “Board”) of Jack Henry & Associates, Inc. (the “Company”) approved an expansion of the Board from nine to ten directors. The Board appointed Gregory R. Adelson, the Company’s President and Chief Executive Officer, to serve as director to fill the resulting vacancy. Mr. Adelson, along with the other current nine directors, is expected to stand for reelection to the Board in the 2025 Annual Meeting of Stockholders.

Mr. Adelson was appointed Chief Executive Officer of the Company effective July 1, 2024, and as President effective January 25, 2022. Mr. Adelson will continue to serve in these capacities following his appointment to the Board. He previously held the role of Chief Operating Officer of the Company from November 2019 until his appointment as Chief Executive Officer. Mr. Adelson’s appointment to the Board was not made pursuant to any arrangement or understanding with any other party.

The Company has not entered into any transaction with Mr. Adelson for which disclosure is required under Item 404(a) of Regulation S-K.

Mr. Adelson will not be an independent director within the meaning of the Nasdaq Stock Market listing standards and the rules and regulations of the Securities and Exchange Commission, and he will not serve on any committee of the Board. As an employee of the Company, he will not receive any separate compensation for service on the Board.

Additional information regarding Mr. Adelson’s appointment is included in the Company’s press release dated August 27, 2025, the text of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.     Description

99.1        Press Release dated August 27, 2025

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.

									JACK HENRY & ASSOCIATES, INC.
									(Registrant)
Date:			August 27, 2025						/s/ Mimi L. Carsley
									Mimi L. Carsley
									Chief Financial Officer and Treasurer

FAQ

What board change did Jack Henry & Associates (JKHY) announce?

Jack Henry & Associates expanded its Board of Directors from nine to ten members and appointed President and Chief Executive Officer Gregory R. Adelson to fill the new director position.

Who is Gregory R. Adelson and what roles does he hold at Jack Henry (JKHY)?

Gregory R. Adelson has been Chief Executive Officer of Jack Henry since July 1, 2024 and President since January 25, 2022. He previously served as Chief Operating Officer from November 2019 until his appointment as CEO.

Will Gregory R. Adelson receive extra compensation as a Jack Henry (JKHY) director?

No. As an employee of Jack Henry, Mr. Adelson will not receive any separate compensation for serving on the Board of Directors.

Is Gregory R. Adelson considered an independent director at Jack Henry (JKHY)?

No. The company stated that Mr. Adelson will not be an independent director under Nasdaq Stock Market listing standards and SEC rules, and he will not serve on any board committee.

Are there related-party transactions between Jack Henry (JKHY) and Gregory R. Adelson that require disclosure?

The company stated that it has not entered into any transaction with Mr. Adelson that requires disclosure under Item 404(a) of Regulation S-K.

Will Gregory R. Adelson stand for reelection to the Jack Henry (JKHY) board?

Yes. Mr. Adelson, together with the other nine directors, is expected to stand for reelection to the Board at the 2025 Annual Meeting of Stockholders.

Where can investors find more details about Gregory R. Adelson’s appointment at Jack Henry (JKHY)?

Additional information is provided in the company’s press release dated August 27, 2025, which is attached as Exhibit 99.1 to the report.