STOCK TITAN

Leadership shift at Jack Henry (Nasdaq: JKHY) as Matt Flanigan becomes board chair

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Jack Henry & Associates announced that Board Chair David B. Foss will retire from the board effective July 15, 2026, after a long leadership tenure that included roles as President and Chief Executive Officer. The company states his departure is not due to any disagreement with management or the board.

Upon Foss’s retirement, current Vice Chair and Lead Independent Director Matt Flanigan will become Board Chair as part of a planned succession. Flanigan has served on the board since 2007 and brings prior experience as Executive Vice President, Chief Financial Officer, and Board Member of Leggett & Platt, along with a background in banking.

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Insights

Planned transition from long-time chair to experienced successor with continuity emphasis.

The company is transitioning from long-serving leader David Foss to long-tenured director Matt Flanigan as Board Chair, effective July 15, 2026. Disclosures emphasize this as a planned succession following Foss’s earlier handoff of the CEO role.

Foss’s history as CEO and architect of strategy suggests his board departure is meaningful, but the board underlines stability by elevating an existing Vice Chair and Lead Independent Director. The release highlights Flanigan’s financial and banking background, indicating continuity in oversight while management continues executing the stated long-term strategy.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board retirement effective date July 15, 2026 Effective date of David Foss’s retirement from the board
Foss CEO tenure 2016 to 2024 Period David Foss served as Chief Executive Officer
Foss Board Chair since 2021 Year David Foss became Chair of the Board
Flanigan board service since 2007 Year Matt Flanigan joined Jack Henry’s board
Lead Director since 2012 Year Matt Flanigan became Lead Director
Clients served approximately 7,400 clients Banks and credit unions using Jack Henry solutions
Years in operation 50 years Duration Jack Henry has provided technology solutions
Banking experience 13 years Matt Flanigan’s prior banking industry experience in Dallas, TX
Lead Independent Director financial
"Matt Flanigan, current Vice Chair and Lead Independent Director, will become Board Chair"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
succession plan financial
"We have been prepared to have Matt step into this role as part of our succession plan"
financial technology company financial
"Jack Henry is a well-rounded financial technology company that strengthens connections"
A financial technology company builds software and digital services that help people and businesses manage money, make payments, lend, invest, insure, or handle banking tasks more quickly and cheaply than traditional methods. For investors, these firms can offer fast growth or disruptive risk because they mix technology with regulated finance — like a new, faster checkout lane at a busy store that can attract more customers but may also face changing rules or competition.
S&P 500 company financial
"We are an S&P 500 company that prioritizes openness, collaboration, and user centricity"
A "S&P 500 Company" is a large, well-known business that is part of the S&P 500 index, a list of the 500 biggest companies in the United States. These companies are important because their stock prices help show how the overall stock market is doing, much like a report card for the economy.
Nasdaq Global Select Market financial
"Common Stock, $0.01 par value | JKHY | Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
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0000779152FALSE00007791522026-05-292026-05-29


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)
Delaware0-1411243-1128385
(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 classTicker symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueJKHYNasdaq 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 807Vice 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.





FAQ

When is Jack Henry (JKHY) Board Chair David Foss retiring?

David Foss will retire from Jack Henry’s board effective July 15, 2026. He previously served as President and Chief Executive Officer and has been Board Chair since 2021, concluding a long period of leadership at the company.

Who will become Board Chair at Jack Henry (JKHY) after David Foss retires?

Vice Chair and Lead Independent Director Matt Flanigan will become Board Chair when David Foss retires. Flanigan has served on Jack Henry’s board since 2007 and previously held executive roles at Leggett & Platt, bringing financial and banking experience.

Did David Foss leave Jack Henry (JKHY) due to any disagreement with the company?

The company states that David Foss’s decision to retire from the board does not relate to any disagreement with Jack Henry, its management, or the board. His departure is described as part of a planned transition in board leadership.

What roles has David Foss held at Jack Henry (JKHY)?

David Foss joined Jack Henry in 1999 and has served as President, Chief Executive Officer, director, and ultimately Board Chair. He was CEO from 2016 to 2024, President from 2014 to 2022, and became Board Chair in 2021, helping shape long-term strategy and technology efforts.

What experience does incoming Jack Henry (JKHY) Board Chair Matt Flanigan have?

Matt Flanigan joined Jack Henry’s board in 2007 and has been Lead Director since 2012. He previously served as Executive Vice President, Chief Financial Officer, and Board Member at Leggett & Platt and spent 13 years in the banking industry in Dallas, Texas.

How does Jack Henry (JKHY) describe its business in this disclosure?

Jack Henry describes itself as a well-rounded financial technology company and S&P 500 member. It provides technology solutions to about 7,400 banks and credit unions, aiming to support innovation, differentiation, and financial health for the institutions and account holders it serves.

Filing Exhibits & Attachments

4 documents