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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): May 29, 2026
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.
(b) On May 29, 2026, David B. Foss, Chair of the Board of Directors (the “Board”) of Jack Henry & Associates, Inc. (the “Company”), notified the Board of his intent to retire from his role as a director of the Company effective July 15, 2026. Mr. Foss has served as Chair of the Board since 2021 and served as Chief Executive Officer of the Company from 2016 to 2024. He also previously served as President of the Company. Mr. Foss’s decision to depart the Board does not relate to any disagreement with the Company, its management, or the Board on any matter relating to the Company’s operations, policies, or practices. The Company sincerely thanks Mr. Foss for his long-time service and commitment to the Company.
Item 7.01 Regulation FD Disclosure.
Additional information regarding Mr. Foss’s intention to retire from the Board is included in the Company’s press release dated June 4, 2026, the text of which is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated June 4, 2026
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: | June 4, 2026 | | /s/ Mimi L. Carsley |
| | | Mimi L. Carsley |
| | | Chief Financial Officer and Treasurer |
| | | | | | | | | | | | | | |
| Company: | Jack Henry & Associates, Inc. | | Analyst Contact: | Vance Sherard, CFA |
| 663 Highway 60, P.O. Box 807 | | | Vice President, Investor Relations |
| Monett, MO 65708 | | | (417) 235-6652 |
| | | | |
| | | Press Contact: | Mark Folk |
| | | | Director of Corporate Communications |
| | | | (704) 890-5323 |
Jack Henry & Associates Announces Retirement of David Foss as Board Chair
Vice Chair and Lead Independent Director Matt Flanigan to become Board Chair
MONETT, Mo., June 4, 2026 – Jack Henry & Associates, Inc.® (Nasdaq: JKHY) announced today that Board Chair, David Foss, will retire effective July 15, 2026. As part of the planned transition, Matt Flanigan, current Vice Chair and Lead Independent Director, will become Board Chair upon Foss’s retirement.
Foss joined Jack Henry in 1999 and served as President from 2014 to 2022 and as Chief Executive Officer from 2016 to 2024. He was appointed to the Board in 2017 and named Chair in 2021. Throughout his tenure, he played a pivotal role in shaping the company’s long-term strategy, expanding its technology capabilities, and strengthening its position as a leading provider of solutions for banks and credit unions.
“It has been a privilege to serve this company and our clients over the years,” Foss said. “I’m incredibly proud of what we’ve accomplished together – from strengthening our culture to advancing our technology modernization strategy. Most importantly, I am proud of the management team we’ve built and have great confidence in Matt’s ability to serve the Board as its Chair.”
Flanigan joined the Jack Henry Board in 2007 and has served as Lead Director since 2012. He retired in 2019 as Executive Vice President, Chief Financial Officer, and Board Member of Leggett & Platt, Inc. Prior to joining Leggett in 1997, he spent 13 years in the banking industry in Dallas, TX.
“We will continue to build upon the strong foundation that Dave established,” Flanigan said. “The Board remains focused on supporting the company’s long-term strategy and disciplined growth, and we will work closely with management to deliver high value for all stakeholders.”
Greg Adelson, President and CEO, added, “Dave’s leadership has had a lasting impact on Jack Henry and on me personally – including the strategy and innovation that drive our business, as well as the values and culture that define who we are. Dave is an exceptional leader and mentor, and we are all deeply grateful for his many contributions. We have been prepared to have Matt step into this role as part of our succession plan, given his extensive leadership experience, financial expertise, banking background, and long-standing service on our Board.”
About Jack Henry & Associates, Inc.®
Jack Henry® (Nasdaq: JKHY) is a well-rounded financial technology company that strengthens connections between financial institutions and the people and businesses they serve. We are an S&P 500 company that prioritizes openness, collaboration, and user centricity – offering banks and credit unions a
vibrant ecosystem of internally developed modern capabilities as well as the ability to integrate with leading fintechs. For 50 years, Jack Henry has provided technology solutions to enable clients to innovate faster, strategically differentiate, and successfully compete while serving the evolving needs of their accountholders. We empower approximately 7,400 clients with people-inspired innovation, personal service, and insight-driven solutions that help reduce the barriers to financial health. Additional information is available at www.jackhenry.com.