What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-15 compared with 2024-08-15 · 35 added, 38 removed, 122 unchanged (37% of the section changed)

2 unchanged sentences

Securities and Exchange Commission's rules and forms.

Disclosure Controls are also designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Disclosure Controls

2025 Form 10-K | H&R Block, Inc.

are also designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Disclosure Controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives.

8 unchanged sentences

(b) MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING – Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rules 13a-15(f).

H&R Block, Inc.

| 2024 Form 10-K

Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), using the 2013 framework.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025 based on the criteria established in "Internal Control – Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), using the 2013 framework.

Based on our assessment, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, the Company's internal control over financial reporting was effective based on the criteria set forth by COSO.

8 unchanged sentences

▪ Information appearing under the heading "Proposal 1 – Election of Directors";

H&R Block, Inc.

| 2025 Form 10-K

▪ Information appearing under the heading "Delinquent Section 16(a) Reports" (if applicable);

6 unchanged sentences

The information called for by this item is contained in our definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after June 30, 2025, in the sections entitled "Director Compensation," "Director Compensation Table," "Compensation Discussion and Analysis," "Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," "Risk Assessment in Compensation Programs," and "Executive Compensation," and is incorporated herein by reference.

2024 Form 10-K | H&R Block, Inc.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

5 unchanged sentences

34 ) is contained in our definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after June 30, 2025, in the section entitled "Audit Fees," and is incorporated herein by reference.

H&R Block, Inc.

| 2024 Form 10-K

2025 Form 10-K | H&R Block, Inc.

EXHIBIT INDEX

20 unchanged sentences

10.3 * Form of 2013 Long Term Incentive Plan Award Agreement for Non-Qualified Stock Options, as approved on July 18, 2016, filed as Exhibit 10.4 to the Company’s current report on Form 8-K filed July 22, 2016, file number 1-06089, is incorporated herein by reference.

2024 Form 10-K | H&R Block, Inc.

H&R Block, Inc.

| 2025 Form 10-K

10.4 * Form of 2013 Long Term Incentive Plan Award Agreement for Non-Qualified Stock Options, as approved on June 19, 2017, filed as Exhibit 10.4 to the Company’s current report on Form 8-K filed June 23, 2017, file number 1-06089, is incorporated herein by reference.

6 unchanged sentences

2000 Employee Stock Purchase Plan, as amended and restated on March 2, 2020, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended January 31, 2020, file number 1-06089, is incorporated herein by reference.

10.11 * H&R Block Severance Plan, as amended and restated on May 15, 2021, filed as Exhibit 10.17 to the Company's annual report on Form 10-K for the fiscal year ended April 30, 2021, file number 1-06089, is incorporated herein by reference.

10.11 * H&R Block Severance Plan, as amended and restated on May 5, 2025

10.12 * H&R Block Inc.

8 unchanged sentences

10.18 * Form of 2018 Long Term Incentive Plan Award Agreement for Non-Qualified Stock Options, filed as Exhibit 10.3 to the Company’s current report on Form 8-K filed September 14, 2017, file number 1-06089, is incorporated herein by reference.

10.19 * Form of 2018 Long Term Incentive Plan Award Agreement for Restricted Share Units, as approved on June 25, 2021, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed June 30, 2021, file number 1-06089, is incorporated herein by reference.

10.20 * Form of 2018 Long Term Incentive Plan Award Agreement for Performance Share Units, as approved on June 25, 2021, filed as Exhibit 10.2 to the Company's current report on Form 8-K filed June 30, 2021, file number 1-06089, is incorporated herein by reference.

10.21 * Alternate Form of 2018 Long Term Incentive Plan Award Agreement for Restricted Share Units, as approved on June 25, 2021, filed as Exhibit 10.3 to the Company's current report on Form 8-K filed June 30, 2021, file number 1-06089, is incorporated herein by reference.

10.22 * Alternate Form of 2018 Long Term Incentive Plan Award Agreement for Performance Share Units, as approved on June 25, 2021, filed as Exhibit 10.4 to the Company's current report on Form 8-K filed June 30, 2021, file number 1-06089, is incorporated herein by reference.

10.19 * Form of 2018 Long Term Incentive Plan Award Agreement for Restricted Share Units, as approved on August 11, 2022, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed August 17, 2022, file number 1-06089, is incorporated herein by reference.

H&R Block, Inc.

| 2024 Form 10-K

10.20 * Form of 2018 Long Term Incentive Plan Award Agreement for Performance Share Units, as approved on August 11, 2022, filed as Exhibit 10.2 to the Company's current report on Form 8-K filed August 17, 2022, file number 1-06089, is incorporated herein by reference.

10.21 * Form of 2018 Long Term Incentive Plan Award Agreement for Restricted Share Units, as approved on August 13, 2025.

10.22 * Form of 2018 Long Term Incentive Plan Award Agreement for Performance Share Units, as approved on August 13, 2025.

10.25 Fourth Amended and Restated Credit and Guarantee Agreement dated June 11, 2021, by and among Block Financial LLC, H&R Block, Inc., the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed June 15, 2021, file number 1-06089, is incorporated herein by reference.

10.26 First Amendment to Fourth Amended and Restated Credit and Guarantee Agreement, dated May 25, 2023, by and among Block Financial LLC, H&R Block, Inc., the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, including Annex I, which is a conformed copy of the Fourth Amdended and Restated Credit and Guarantee Agreement as amended by the First Amendment, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed May 30, 2023, file number 1-06089, is incorporated herein by reference.

2025 Form 10-K | H&R Block, Inc.

10.26 First Amendment to Fourth Amended and Restated Credit and Guarantee Agreement, dated May 25, 2023, by and among Block Financial LLC, H&R Block, Inc., the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, including Annex I, which is a conformed copy of the Fourth Amended and Restated Credit and Guarantee Agreement as amended by the First Amendment, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed May 30, 2023, file number 1-06089, is incorporated herein by reference.

10.27 Fifth Amended and Restated Credit and Guarantee Agreement dated July 11, 2025 by and among Block Financial LLC, H&R Block, Inc., the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed July 15, 2025, file number 1-06089, is incorporated herein by reference.

10.28 Program Management Agreement, dated August 5, 2020, by and between Emerald Financial Services, LLC and Pathward, N.A.

5 unchanged sentences

10.31 Third Amendment to Program Management Agreement, dated April 1, 2024, by and between Emerald Financial Services, LLC and Pathward, N.A.

filed as Exhibit 10.30 to the Company's annual report on Form 10-K for the fiscal year ended June 30, 2024, file number 1-06089, is incorporated herein by reference.

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

filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on October 23, 2024, file number 1-06089, is incorporated herein by reference.

19.1 H&R Block, Inc.

20 unchanged sentences

** Furnished, not filed.

2024 Form 10-K | H&R Block, Inc.

H&R Block, Inc.

| 2025 Form 10-K

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

5 unchanged sentences

/s/ Jeffrey J.

Jones II /s/ Tony G.

Bowen /s/ Kellie J.

Jones II Tony G.

Bowen Kellie J.

Jones II /s/ Tiffany L.

Mason /s/ Kellie J.

Jones II Tiffany L.

Mason Kellie J.

President, Chief Executive Officer Chief Financial Officer Chief Accounting Officer

1 unchanged sentence

(principal executive officer)

/s/ Robert A.

Gerard /s/ Sean H.

Cohan /s/ Anuradha Gupta

Gerard Sean H.

Cohan Anuradha Gupta

Director, Chairman of the Board Director Director

/s/ Richard A.

Johnson /s/ Mia F.

Mends /s/ Yolande G.

Johnson Mia F.

Mends Yolande G.

Johnson /s/ Sean H.

Cohan /s/ Robert A.

Johnson Sean H.

Cohan Robert A.

Director, Chairman of the Board Director Director

/s/ Anuradha Gupta /s/ Mia F.

Mends /s/ Victoria J.

Anuradha Gupta Mia F.

Mends Victoria J.

Director Director Director

/s/ Victoria J.

Reich /s/ Matthew E.

Reich Matthew E.

Director Director

H&R Block, Inc.

| 2024 Form 10-K

/s/ Matthew E.

2025 Form 10-K | H&R Block, Inc.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures