Jack Henry (JKHY) COO Reports Multi-Year RSU Grants and Share Sales

Rhea-AI Filing Summary

What happened: Shanon G. McLachlan, the company's Chief Operating Officer, reported recent insider activity in the company's common stock. The filing shows new restricted stock unit grants that vest over multiple years and also reports sales of common shares at a stated price.

Why it matters: The RSU grants create a future stake that vests in installments, which links the executive's pay to the company's long-term performance. The reported share sales reduce the executive's immediate holdings; the filing does not state a reason for those sales.

Positive

• 2,905 restricted stock units granted that vest in three equal annual installments, indicating multi-year executive alignment
• Additional previously granted RSUs remain in vesting schedules, reinforcing long-term incentive structure

Negative

• Dispositions of common stock totaling 433 shares sold at $167.28 per share, which reduced the reporting person's immediate holdings
• Filing does not state reasons for the sales, so the motives behind the disposals are not disclosed

Insights

Financial Analyst

TL;DR: Executive received multi-year RSU grants and sold shares; overall disclosure appears routine with limited immediate market impact.

The filing shows a grant of 2,905 restricted stock units that vest in three equal annual installments, plus previously granted RSUs with continuing vesting schedules. It also discloses disposals of common stock totaling 433 shares sold at $167.28 per share. As this is an insider compensation and trading disclosure, the direct implications are executive alignment through future vesting and a modest reduction of current holdings. The filing does not provide any rationale for the sales, so investors should treat the moves as disclosure of holdings and planned vesting rather than as commentary on company fundamentals.

Corporate Governance Expert

TL;DR: Grants with multi-year vesting support retention and alignment; share disposals are noted but reasons are unspecified.

The reported restricted stock units vest in three equal annual installments, creating a structured long-term incentive that encourages retention. The grant described as 2,905 RSUs will vest over three years. The filing also documents common stock dispositions totaling 433 shares at a price of $167.28 per share. From a governance perspective, the transaction types (grants and sales) are routine disclosures that inform shareholders about insider compensation and trading but do not by themselves indicate governance issues or changes to executive control.

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^*

McLachlan Shanon G.

(Last) (First) (Middle)

663 HWY 60

(Street)

MONETT MO 65708

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JACK HENRY & ASSOCIATES INC [ JKHY ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		M		173	A	(1)	914	D
Common Stock	08/04/2025		F		64	D	$167.28	850	D
Common Stock	08/04/2025		M		217	A	(1)	1,067	D
Common Stock	08/04/2025		F		80	D	$167.28	987	D
Common Stock	08/04/2025		M		784	A	(1)	1,771	D
Common Stock	08/04/2025		F		289	D	$167.28	1,482	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
Restricted Stock Units	(1)	08/04/2025		M			173	(2)	(2)	Common Stock	173	$0	0	D
Restricted Stock Units	(1)	08/04/2025		M			217	(3)	(3)	Common Stock	217	$0	217	D
Restricted Stock Units	(1)	08/04/2025		M			784	(4)	(4)	Common Stock	784	$0	1,566	D
Restricted Stock Units	(1)	08/04/2025		A		2,905		(5)	(5)	Common Stock	2,905	$0	2,905	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of JKHY common stock and represents a contingent right to receive one share of JKHY common stock or, at the Issuer's option, the cash value thereof.

2. On August 4, 2022, the reporting person was granted restricted stock units, vesting in three equal annual installments on August 4, 2023, 2024 and 2025.

3. On August 4, 2023, the reporting person was granted restricted stock units, vesting in three equal annual installments on August 4, 2024, 2025 and 2026.

4. On August 4, 2024 the reporting person was granted restricted stock units, vesting in three equal annual installments on August 4, 2025, 2026 and 2027.

5. On August 4, 2025 the reporting person was granted restricted stock units, vesting in three equal annual installments on August 4, 2026, 2027 and 2028.

Remarks:

	Andrew Potter by Power of Attorney for Shanon G. McLachlan	08/06/2025
	** Signature of Reporting Person	Date
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FAQ

Who reported the insider transaction for JKHY?

The reporting person is Shanon G. McLachlan, identified as the company's Chief Operating Officer (COO).

What restricted stock units (RSUs) were granted to the JKHY executive?

The filing reports a grant of 2,905 restricted stock units that vest in three equal annual installments.

Did the filing report any share sales by the executive?

Yes. The filing shows common stock dispositions totaling 433 shares sold at $167.28 per share.

When do the newly granted RSUs vest?

The 2,905 RSUs are described as vesting in three equal annual installments (the filing lists the installment schedule explicitly).

Does the filing explain why shares were sold?

No. The filing lists the sales but does not state a reason for the dispositions.