hrb-20241018

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): October 18, 2024

H&R BLOCK, INC.

(Exact name of registrant as specified in charter)


Missouri	1-06089	44-0607856
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

One H&R Block Way, Kansas City, MO 64105

(Address of Principal Executive Offices) (Zip Code)

(816) 854-3000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, 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 (see General Instruction A.2. below):

☐ 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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	HRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August 5, 2020, Emerald Financial Services, LLC (“EFS”), a wholly-owned, indirect subsidiary of H&R Block, Inc. (the “Company”) and Pathward, N.A. (f/k/a MetaBank, N.A.), a national bank (“Pathward”), entered into a Program Management Agreement (the “PMA”) pursuant to which Pathward acts as the bank provider of H&R Block-branded and other financial products. The PMA was most recently amended pursuant to a Third Amendment to Program Management Agreement, dated April 1, 2024.

Effective October 18, 2024, EFS and Pathward entered into a Fourth Amendment to Program Management Agreement (the “Amendment”), which, among other things:

•Extends the term of the PMA by two years, through June 30, 2027; and

•Amends and restates the terms of the Emerald Advance participation agreement, including varying the level of the participation interests purchased by EFS by jurisdiction, which the Company expects to slightly lower the overall share of EFS’s participation interests at the portfolio level.

The other material terms of the PMA remain substantially unchanged. For additional information about the terms of the PMA, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021, and the amendments filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2023 and Exhibit 10.30 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2024, which are incorporated herein by reference.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
10.1						Fourth Amendment to Program Management Agreement, dated October 18, 2024, by and between Emerald Financial Services, LLC and Pathward, N.A.
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.


			H&R BLOCK, INC.

Date:	October 23, 2024	By:	/s/ Katharine M. Haynes
			Katharine M. Haynes
			Vice President and Corporate Secretary