Jack Henry (JKHY) Insider Filing: Vesting and Small Sale by COO

Rhea-AI Filing Summary

Shanon G. McLachlan, Chief Operating Officer of Jack Henry & Associates (JKHY), reported routine insider transactions on 08/28/2025. The filing shows 263 shares were acquired (non‑derivative, reported at $0) increasing direct holdings to 1,745 shares, and a separate sale of 98 shares at $162.74 reducing holdings to 1,647 shares. In the derivative section, 264 performance share units vested (each convertible into one common share) and are recorded as acquired, leaving 437 shares beneficially owned from those awards. The performance awards were granted on August 4, 2022 and vested August 28, 2025; the reporting person elected deferred settlement, which may be paid in cash or stock per the deferred compensation plan.

Positive

• Performance awards vested: 264 performance share units vested, increasing the reporting person's economic stake.
• Timely and detailed disclosure: Grant date (August 4, 2022), vesting date (August 28, 2025), and deferral election are explicitly stated.

Negative

• Minor sale executed: 98 shares were disposed of at $162.74, reducing direct holdings to 1,647 shares.

Insights

Financial Analyst

TL;DR: Routine executive vesting with a small open‑market sale; no material shift in ownership.

The Form 4 documents a standard post‑vesting settlement and a minor disposition. The vesting of 264 performance share units increases economic exposure to JKHY, while the 98‑share sale at $162.74 is modest relative to typical executive holdings and likely reflects diversification or liquidity needs rather than signal of company performance change. Net direct holdings reported remain small (1,647 common shares), so market impact and governance implications are limited.

Corporate Governance Expert

TL;DR: Disclosure is timely and conforms to Section 16 reporting for vested awards and a sale.

The filing clearly states grant and vesting dates and notes the deferred settlement election, which preserves compensation plan compliance. The report is signed by POA and includes required explanations about the economic equivalence of performance share units. From a governance perspective, transactions are routine and properly documented, presenting no immediate red flags regarding insider activity or policy violations.

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)
08/28/2025

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	08/28/2025		A		263	A	$0	1,745	D
Common Stock	08/28/2025		F		98	D	$162.74	1,647	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
Vested Performance Shares	(1)	08/28/2025		A		264		(2)	(2)	Common Stock	264	$0	437	D

Explanation of Responses:

1. Each vested performance share unit is the economic equivalent of one share of JKHY common stock and represents a right to receive one share of JKHY common stock or, at the Issuer's option, the cash value thereof on the scheduled settlement date pursuant to the reporting person's performance deferral election.

2. On August 4, 2022, the reporting person was granted an award of performance shares which vested on August 28, 2025. The reporting person elected to defer settlement of a portion of the underlying performance shares, which have fully vested and will become payable, in cash or common stock of the Issuer, at the Issuer's option, upon the reporting person's termination of service with the Company, or on specified future dates, pursuant to the reporting person's deferral elections under the Issuer's Deferred Compensation Plan.

Remarks:

	Andrew Potter by Power of Attorney for Shanon G. McLachlan	09/02/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did JKHY COO Shanon McLachlan report on Form 4?

The Form 4 reports acquisition of 263 common shares, sale of 98 common shares at $162.74, and the vesting acquisition of 264 performance share units on 08/28/2025.

How many shares does Shanon McLachlan beneficially own after these transactions?

Following the reported transactions, the filing shows 1,647 direct common shares and 437 shares attributable to vested performance awards.

When were the vested performance shares originally granted?

The performance shares were granted on August 4, 2022 and vested on August 28, 2025.

Will the vested performance share units be settled in stock or cash?

The reporting person elected deferral; settlement may be in cash or common stock at the issuer's option upon specified events per the Deferred Compensation Plan.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Andrew Potter by Power of Attorney for Shanon G. McLachlan on 09/02/2025.