Jack Henry & Associates SEC Filings

Jack Henry & Associates is seeking shareholder votes at its 2025 Annual Meeting on reelecting ten directors (Board expanded from nine to ten on August 22, 2025 with CEO Gregory R. Adelson added), ratifying PricewaterhouseCoopers LLP as auditor, approving a new 2025 Equity Incentive Plan reserving 4,700,000 shares, and voting on governance proposals including proxy access and a special meeting threshold. The filing discloses governance practices (eight of ten nominees independent, lead director independent, director term and age limits), executive pay programs tying TSR and operating metrics to long-term awards, fiscal 2023–2025 performance outcomes (three‑year TSR 3.48% equating to 52.7% payout; operating margin expansion 0.9% equating to 180% payout) and fiscal 2025 adjusted operating income results of $571.5M pre-bonus ($568.7M GAAP operating income). CEO total compensation reported as $7,016,992 and median employee total compensation $93,193 (pay ratio 75:1).

Renee A. Swearingen, Senior Vice President and Chief Accounting Officer of Jack Henry & Associates (JKHY), reported changes in her indirect holdings on 08/28/2025. She acquired 527 shares (recorded at $0, likely vesting) increasing beneficial ownership to 13,566 shares held indirectly by trust. On the same date she disposed of 233 shares at $162.74, reducing holdings to 13,333 shares indirectly. The Form 4 was signed by a power of attorney on 09/02/2025.

Craig Keith, Chief Legal Officer and Secretary of Jack Henry & Associates, reported insider transactions dated 08/28/2025. The filing shows a non-derivative acquisition of 1,677 common shares at a reported price of $0 (code A) and a disposition of 740 common shares at $162.74 per share (code F). After these transactions, Mr. Keith directly beneficially owns 8,337 shares and indirectly owns 1,207 shares through the company 401(k) plan (plan statement dated June 30, 2025). The form is signed by Andrew Potter by power of attorney on 09/02/2025.

Mimi L. Carsley, Chief Financial Officer and Treasurer of Jack Henry & Associates, reported insider transactions dated 08/28/2025. She acquired 1,852 shares of common stock (reported at $0) and disposed of 600 shares at $162.74, leaving her with 5,495 shares beneficially owned after the transactions. The Form 4 was signed by power of attorney on 09/02/2025.

David B. Foss, a director of Jack Henry & Associates, reported transactions in the issuer's common stock on 08/28/2025. The filing shows a purchase of 14,623 shares at no price reported for that line (coded A) which increased his beneficial ownership to 153,888 shares. On the same date he reported a disposition of 5,755 shares (coded F) at $162.74 per share, leaving him with 148,133 shares beneficially owned. The filing also discloses 4,952 shares held indirectly via the Jack Henry & Associates 401(k) plan (based on a plan statement dated June 30, 2025). The form is signed by Andrew Potter by power of attorney for Mr. Foss on 09/02/2025.

Gregory R. Adelson, who serves as a director and as President & CEO of Jack Henry & Associates Inc. (JKHY), reported transactions dated 08/28/2025. The Form 4 shows an acquisition of 2,522 common shares at $0 (reported as indirect ownership by trust) and a disposition of 1,119 common shares at $162.74, leaving 19,036 shares beneficially owned indirectly by a trust after the transactions. The form is signed by Andrew Potter by power of attorney for Mr. Adelson on 09/02/2025.

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.

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.

Jack Henry & Associates, Inc. is a financial technology company serving about 7,400 clients, primarily community and regional banks and credit unions. The company provides core processing (on-premise, private cloud, public cloud-native Jack Henry Platform™), complementary/payment products, and digital and payment solutions. Services and support revenue grew 6.7% in fiscal 2025 driven by higher cloud data processing and consulting, while license and hardware revenue decreased. The company continues a disciplined acquisition strategy (35 acquisitions since 1999), invests heavily in R&D ($162.8M in FY2025) and capitalized software ($172.4M in FY2025), and maintains a share repurchase program. Key risks disclosed include cybersecurity threats, reliance on third-party vendors, industry consolidation, contract renewal pricing pressure, and potential goodwill or intangible asset impairments.

Jack Henry & Associates, Inc. filed a current report to note that it issued a press release announcing its fiscal 2025 fourth quarter and full-year results. The press release, dated August 19, 2025, is included as Exhibit 99.1 and provides the detailed financial information. The filing classifies this disclosure under results of operations and financial condition.