UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Definitive Proxy Statement

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One H&R Block Way
Kansas City, Missouri 64105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 2026

These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on September 15, 2026 as the record date for determining shareholders of the Company entitled to receive notice of and vote at the meeting and any adjournment or postponement thereof.

To be admitted to the meeting online, you must enter the Control Number found on your proxy card, voting instruction card, or notice of availability of proxy materials. A list of shareholders entitled to vote at the meeting will be made available during the meeting at the website referenced above.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS PROVIDED IN THE ENCLOSED MATERIALS. IF YOU REQUESTED A PROXY CARD BY MAIL, YOU MAY SIGN, DATE, AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED.

By Order of the Board of Directors,

KATHARINE M. HAYNES
Vice President and Corporate Secretary

Kansas City, Missouri
September 29, 2026

 

 

September 29, 2026​

Dear Fellow Shareholders,

Fiscal 2026 was a year of meaningful progress for H&R Block. We delivered strong financial and operational results while advancing our long-term strategy, generating revenue growth of approximately 4.9%, producing strong operating cash flow, and improving Assisted category client conversion and retention. We also continued our commitment to disciplined capital allocation, returning approximately $714 million to shareholders through dividends and share repurchases, and again approving an annual increase in the quarterly dividend. These results reflect the strength of our business, the dedication of our associates, and the value of our expert-led, technology-enabled strategy.

Throughout the year, the Board remained actively engaged in overseeing the Company’s strategy, talent development, and succession planning, including the transition of President and Chief Executive Officer from Jeff Jones to Curtis Campbell. Fiscal 2026 was also an important year of Board refreshment. We welcomed Geralyn Breig, Christian Charnaux, and Stephanie Plaines to the Board, adding significant expertise in consumer engagement, strategic growth, global operations, and financial leadership. Their diverse backgrounds and fresh perspectives further strengthen the Board’s ability to support the Company’s strategic priorities and long-term growth objectives.

At this year’s Annual Meeting, we will also recognize the retirement of Robert (Bob) Gerard and Matt Winter, both of whom have made significant contributions to H&R Block over many years of service. On behalf of the entire Board, I thank Bob and Matt for their leadership, dedication, and unwavering commitment to the Company and its shareholders. Throughout Bob’s tenure as Chairman and a Board member, he helped guide the Company through periods of transformation while maintaining a steadfast focus on creating long-term value. Matt’s insights, integrity, and service as Chair of the Compensation Committee have left a lasting mark on the Company and have helped shape H&R Block into the strong organization it is today.

Looking ahead, we remain confident in H&R Block’s strategic direction. We see growing evidence that our expert-led, technology-enabled strategy is strengthening client outcomes, improving the quality of our business, and enhancing our competitive position.

Please join us for the 2026 Annual Meeting, which will be held virtually again this year. Whether or not you plan to attend the meeting on November 10, we encourage you to vote your shares in advance through one of the options described in the Proxy Statement. On behalf of the Board of Directors, I thank you for your continued support and engagement.

Best regards,

Richard A. Johnson
Chairman of the Board

 

 

 

 

 

 

HELPFUL RESOURCES

​	Where You Can Find Additional Information	​
​	Annual Meeting	​
​	Proxy Statement	​
​	https://investors.hrblock.com/financial-information/proxy-statements	​
​	Annual Report	​
​	https://investors.hrblock.com/financial- information/annual-reports	​
​	Voting via the Internet Before the Annual Meeting:	​
​	www.proxyvote.com	​
​	Attending the Annual Meeting by Internet:	​
​	www.virtualshareholdermeeting.com/​HRB2026	​
​	Board of Directors	​
​	https://www.hrblock.com/tax-center/board-of-directors/	​
​	Governance Documents	​
​	https://investors.hrblock.com/corporate-governance	​
​	■ Amended and Restated Articles of Incorporation ​ ■ Amended and Restated Bylaws ​ ■ Code of Business Ethics & Conduct ​ ■ Board of Directors Independence Standards ​ ■ Political Activities Policy and Voluntary Annual Reports ​ ■ Corporate Governance Guidelines ​ ■ Committee Charters ​	​
​	Investor Relations	​
​	https://investors.hrblock.com	​
​	Corporate Responsibility and Sustainability Matters	​
​	https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility	​

​	Definition of Certain Frequently Used Terms or Abbreviations1				​
​	​	​	​	​	​
​	Annual Meeting	​	​	2026 annual meeting of shareholders	​
​	Articles	​	​	Amended and Restated Articles of Incorporation of H&R Block, Inc.	​
​	Board or Board of Directors	​	​	H&R Block, Inc. Board of Directors	​
​	Bylaws	​	​	Amended and Restated Bylaws of H&R Block, Inc.	​
​	CEO	​	​	Chief Executive Officer	​
​	CFO	​	​	Chief Financial Officer	​
​	Deloitte	​	​	Deloitte & Touche LLP	​
​	DRSUs	​	​	Director Restricted Share Units	​
​	DSUs	​	​	Deferred Stock Units	​
​	IRS	​	​	Internal Revenue Service	​
​	LTI	​	​	Long-Term Incentive	​
​	NEO	​	​	Named Executive Officer	​
​	NYSE	​	​	New York Stock Exchange	​
​	PSUs	​	​	Performance Share Units	​
​	RSUs	​	​	Restricted Share Units	​
​	SEC	​	​	Securities and Exchange Commission	​
​	STI	​	​	Short-Term Incentive	​

1   Additional defined terms may be found throughout this proxy statement.

 

 

This proxy statement is provided in connection with the solicitation of proxies by the Board of H&R Block, Inc., a Missouri corporation (“H&R Block” or the “Company” or “we”), for use at the Annual Meeting to be held virtually on Tuesday, November 10, 2026 at 12:30 p.m. Central Time. References to the Annual Meeting in this proxy statement include any adjournment or postponement thereof. We are holding the Annual Meeting solely by means of remote communication, as we believe that hosting a virtual meeting enables greater shareholder attendance from any location around the world, as demonstrated by the level of shareholder attendance at our prior virtual annual meetings. We designed the format of the virtual Annual Meeting to ensure that our shareholders who attend the virtual Annual Meeting will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. See below under Questions and Answers About the Annual Meeting and Voting for more information. You can attend the Annual Meeting online, vote your shares, and submit questions prior to and during the meeting by visiting www.virtualshareholdermeeting.com/HRB2026.

This proxy statement contains information about the matters to be voted on at the meeting and the voting process, as well as information about our directors and executive officers. Please refer to Questions and Answers About the Annual Meeting and Voting beginning on page 79 for the answers to certain frequently asked questions about the Annual Meeting and this proxy statement. Our proxy materials were first sent or made available to shareholders on or about September 29, 2026.

PROXY STATEMENT INTRODUCTION

FISCAL YEAR 2026 HIGHLIGHTS

Fiscal year 2026 marked the first year of our new expert-led, technology-enabled strategy. Our disciplined execution drove improved performance, enhanced the durability of our business, and strengthened the foundation for long-term growth. Through continued progress against our strategic priorities and disciplined capital allocation practices, we delivered the following results in fiscal year 2026:

Note: All amounts represent results from continuing operations. All per share amounts are based on weighted average fully diluted shares over the corresponding period.

(1)

Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted earnings per share (EPS) are non-GAAP financial measures. For more information regarding financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”) that are disclosed in this proxy statement and for a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP Financial Information” beginning on page 32 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2026 filed with the SEC on August 14, 2026.

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In fiscal year 2026, we also repurchased approximately $500 million of our common stock at an average price of $47.48 per share. Since 2016, the Company has returned more than $5.2 billion to shareholders in the form of share repurchases and dividends. The Company has paid quarterly dividends consecutively since becoming public in 1962.

GOVERNANCE HIGHLIGHTS

Board Composition

The Governance and Nominating Committee (the “G&N Committee”) works with the Board to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors, as described in detail on page 6. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group of directors with diverse and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment. The Board desires to maintain an overall balance of experience, continuity, and fresh perspectives.

New Directors Elected in Fiscal Year 2026

As previously disclosed, on January 20, 2026, the Board increased the number of directors that constitute the Board from eight to eleven and elected Geralyn R. Breig, Christian H. Charnaux, and Stephanie C. Plaines to fill the resulting vacancies. The Board appointed Mr. Charnaux and Ms. Plaines to the Audit Committee and Ms. Breig to the Compensation Committee and G&N Committee.

In addition, as previously disclosed, Jeffrey J. Jones II retired as President and CEO of the Company and from the Board effective December 31, 2025. The Board appointed Curtis A. Campbell to succeed Mr. Jones as President and CEO and to fill the vacancy on the Board resulting from Mr. Jones’s retirement, effective January 1, 2026.

Director Retirements

As previously disclosed, each of Robert A. Gerard and Matthew E. Winter informed the Board on August 12, 2026 of their decisions not to stand for re-election following completion of their term at the Annual Meeting. In connection with the Annual Meeting, the Board set the number of directors that constitute the Board at nine, effective upon the commencement of the Annual Meeting.

Board Tenure and Refreshment

 

 

Board Profile

The Board believes that diversity of skills, experiences and backgrounds in the boardroom is critical to the Company’s success and its ability to create long-term shareholder value. The diverse backgrounds of our individual directors improve the Board’s oversight and evaluation of management on behalf of the shareholders and produce more creative thinking and better strategic decision-making by the Board. Although we do not have a formal policy concerning diversity of director nominees, the Board has made, and will continue to make, diversity across many areas a priority when considering director candidates.

Board and Committee Oversight of Artificial Intelligence

Artificial intelligence (“AI”) is an increasingly important component of our expert-led, technology-enabled strategy. We leverage AI and other technologies to enhance the client experience, support our tax pros, improve operational efficiency, and drive innovation across the business. As AI capabilities continue to evolve, we are focused on deploying these technologies in a manner that advances our strategic objectives while maintaining the trust of our clients, associates, shareholders, and other stakeholders.

The Board oversees AI as a component of the Company’s strategy, reviewing management’s approach to leveraging AI to enhance the client experience, improve operational efficiency, and drive innovation. The Audit Committee is responsible for overseeing risks related to AI, including those associated with data privacy, cybersecurity, regulatory developments, operational integrity, responsible use considerations, and the effectiveness of the Company’s governance and control environment. The Board and the Audit Committee receive regular updates from management on AI-related risks and mitigation strategies.

Management has established a Global Responsible AI Use Policy and governance framework designed to support the responsible development, deployment, and use of AI across the enterprise. The framework is intended to promote compliance with applicable laws and regulations, protect client and Company information, support human oversight and accountability, and align AI usage with the Company’s purpose and risk management practices. As AI technologies continue to develop, management regularly evaluates and enhances governance processes, controls, and policies to reflect evolving business needs and stakeholder expectations.

The Board believes that responsible AI governance is an important element of the Company’s long-term strategy and supports the Company’s ability to deliver innovative solutions while maintaining the confidence and trust that are central to our business. For additional information regarding risks related to AI, please see Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

Board and Committee Oversight of Corporate Responsibility, Sustainability, and Cybersecurity Matters

Our Corporate Governance Guidelines provide that the Board is responsible for oversight of the Company’s policies, programs, and strategies regarding significant corporate responsibility and sustainability matters, which include, among other things, corporate social responsibility,

 

 

environmental sustainability, and human capital management. The Board receives, at least annually, an update from management regarding these matters and reviews related policies, programs, strategies, risks, and trends. The Board also has regular discussions each year on other human capital management topics, including belonging, top talent, succession planning, and associate engagement. The G&N Committee will review, and make recommendations regarding, corporate responsibility and sustainability matters when requested by the Board.

The Audit Committee is responsible for the oversight of policies and processes pertaining to the Company’s enterprise risk management (“ERM”) program and specifically considers risks and controls relating to, among other things, information and cybersecurity. Management briefs the Audit Committee on information security risks as a part of regular ERM reports, with a deep dive focused solely on information security at least annually. For additional information about our approach to cybersecurity, please see Part I, Item 1C of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY HIGHLIGHTS

At H&R Block, corporate responsibility and sustainability are integral to how we operate and create long-term value. Guided by our Purpose to provide help and inspire confidence, we focus on supporting our associates, strengthening communities, operating with integrity, and responsibly managing our environmental impact.

From our founding in Kansas City to serving millions of clients today, we have remained committed to making a positive difference through community investment, volunteerism, responsible business practices, and thoughtful stewardship of the resources used across our operations.

This year, we continued to advance these priorities by enhancing measurement of our environmental impacts, extending the life of office assets through reuse and recycling programs, and investing time and resources to strengthen local communities through Make Every Block Better. Supported by strong governance and a commitment to transparency, these efforts help build trust and create lasting value for our clients, associates, communities, and shareholders.

We are proud of the progress we have made and the path we are on. Additional information regarding these initiatives, including our Sustainability Accounting Standards Board (SASB) disclosures and other Corporate Responsibility & Sustainability reports, can be found on our Investor Relations website at https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility.

 

 

Our Articles and Bylaws provide that the Board of Directors will be made up of seven to 12 members, with the exact number set by a majority of the entire Board. The Board currently consists of eleven directors, nine of whom are standing for re-election. As previously disclosed, each of Robert A. Gerard and Matthew E. Winter informed the Board on August 12, 2026 of their decisions not to stand for re-election following completion of their term at the Annual Meeting. Therefore, in connection with the Annual Meeting, the Board has nominated nine directors for election to serve until next year’s annual meeting and has set the number of directors that constitute the Board at nine, effective upon the commencement of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees set forth in this Proposal 1.

The Articles and Bylaws provide that all of the directors shall be elected annually. Under the Bylaws, each director holds office until the earlier of the election and qualification of such director’s successor or the director’s death, resignation, retirement, disqualification, disability, or removal from office. Any vacancy on the Board may be filled by a majority of the directors remaining in office. The Company’s Bylaws provide that any incumbent director who is not elected by a majority of shares entitled to vote on the election and represented in person or by proxy shall promptly tender an irrevocable resignation to the Company’s Board, subject only to the condition that the Board accept the resignation. The Board and the G&N Committee must consider and act on the resignation, as more fully described under “Corporate Governance — Mandatory Director Resignation Policies,” on page 21. To be eligible to be a nominee as a director, whether nominated by the Board or a shareholder, a person must deliver to the Company a written agreement that such person will abide by this director resignation requirement.

The Board has nominated Geralyn R. Breig, Curtis A. Campbell, Christian H. Charnaux, Sean H. Cohan, Anuradha (Anu) Gupta, Richard A. Johnson, Mia F. Mends, Stephanie C. Plaines, and Victoria J. Reich for election as directors of the Company. Unless otherwise instructed, the appointed proxies will vote the shares represented by the proxy cards received by them for each of the nominees named below. Each nominee has consented to be named in this proxy statement and to serve as director if elected. If any nominee becomes unavailable for election for any reason, the Board may provide for a lesser number of directors or designate substitute nominees, and the proxies will be voted for the remaining nominees and any substitute nominees, unless otherwise instructed by a shareholder.

DIRECTOR NOMINATION PROCESS

The Board of Directors is responsible for nominating members for election to the Board and for filling any vacancies between annual meetings of shareholders. The G&N Committee is responsible for identifying, screening, and recommending director candidates to the entire Board. The G&N Committee works with the Board to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors as described below. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group of directors with diverse and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment.

The G&N Committee may seek the input of other members of the Board or management in identifying candidates who meet the criteria outlined above. In addition, the G&N Committee may use the services of consultants or a search firm. The G&N Committee will consider recommendations by the Company’s shareholders of qualified director candidates for possible nomination by the Board. Shareholders may recommend qualified director candidates by writing to the Company’s Corporate Secretary at H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105. Submissions should include information regarding a candidate’s background, qualifications, experience, and willingness

 

 

to serve as a director. Based on a preliminary assessment of a candidate’s qualifications, the G&N Committee may conduct interviews with the candidate or request additional information from the candidate. The G&N Committee uses the same process for evaluating all candidates for nomination by the Board, including those recommended by shareholders. The Bylaws permit persons to be nominated as directors directly by shareholders under certain conditions. To do so, shareholders must comply with the advance notice requirements under the Bylaws as outlined in the “Shareholder Proposals and Nominations” section of this proxy statement. The Company did not receive notice from any shareholder prior to the deadline for submitting notice of an intention to nominate any additional persons for election as directors at the Annual Meeting.

Both the Board and the G&N Committee believe that diversity of skills, perspectives, backgrounds, and experiences among Board members improves the Board’s oversight and evaluation of management on behalf of the shareholders and produces more creative thinking and better strategic decision-making by the Board. Although we do not have a formal policy concerning diversity of director nominees, the G&N Committee considers, among other factors, the distinctive skills and perspectives that candidates with diverse personal backgrounds and professional experiences have to offer.

SELECTING AND EVALUATING OUR NOMINEES

When evaluating potential director nominees, the G&N Committee considers each individual’s professional experience, areas of expertise, and educational and personal backgrounds. The Board determines the appropriate mix of experiences, areas of expertise, and educational backgrounds in order to maintain a Board that is strong in its collective knowledge and that has the skillsets necessary to fulfill its responsibilities, meet the future needs of the Company, and represent the interests of our shareholders.

Among the most important specific skills, knowledge, and experience that the G&N Committee and Board consider when determining whether to nominate an individual for election are the following:

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Operating experience as current or former executives, which gives directors specific insight into, and expertise that will foster active participation in, the development and implementation of our operating plan and business strategy;

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Executive leadership experience, which gives directors who have served in significant leadership positions strong abilities to motivate and manage others and to identify and develop leadership qualities in others;

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Accounting or financial expertise, which enables directors to analyze our financial statements, capital structure, and complex financial transactions, and oversee our accounting and financial reporting processes;

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ERM experience, which contributes to oversight of management’s risk monitoring and risk management programs, and establishment of risk appetite aligned with our strategy;

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Financial, technology, or retail industry knowledge, which are vital in understanding and reviewing our strategy, including the acquisition of businesses that offer complementary products or services;

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■

Public company board and corporate governance experience, which provides directors a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency, accountability for management and the Board, and protection of our shareholders’ interests;

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Information security experience, which is valuable in understanding information security risks and contributes to oversight of our information security programs, policies, and procedures; and

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■

Corporate responsibility and sustainability expertise, which enables directors to oversee risks, opportunities, strategy, and reporting related to our corporate responsibility and sustainability priorities.

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SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

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*

Tenure and age calculated as of the date of this proxy statement; tenure rounded to the nearest whole number of years.

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DIRECTOR NOMINEES

The Board believes the director nominees are highly qualified and have significant leadership experience, knowledge, and skills that qualify them for service on our Board, and, as a group, represent diverse views, experiences, and backgrounds. All director nominees satisfy the criteria set forth in our Corporate Governance Guidelines and possess the personal characteristics that are essential for the proper and effective functioning of the Board. Each nominee’s biography below contains additional information regarding the nominee’s experiences, qualifications, and skills.

The number of shares of common stock, share units, and share equivalents beneficially owned by each nominee for director is listed under the heading “Security Ownership of Directors and Management” on page 76.

 

 

 

 

 

 

 

 

 

 

 

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NINE NOMINEES FOR DIRECTOR IN THIS PROPOSAL 1.

 

 

ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS

BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES

The Board of Directors is responsible for overseeing and providing policy guidance on the Company’s business and affairs. During the 2026 fiscal year, the Board of Directors held seven meetings. During the 2026 fiscal year, each incumbent director attended at least 75% of the aggregate total number of meetings of the Board of Directors and Board committees of which the director was a member. Overall, our incumbent directors attended over 97% of all Board of Directors meetings and applicable Board committee meetings held during the 2026 fiscal year.

The four standing committees of the Board, their primary duties, and committee membership are described below. The Company’s Corporate Governance Guidelines, Code of Business Ethics and Conduct, the Board of Directors Independence Standards (the “Independence Standards”), and charters for each of the standing committees may be accessed on the Company’s Investor Relations website at https://investors.hrblock.com/corporate-governance. These documents are also available in print to shareholders upon written request to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105.

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(1)

Mr. Charnaux and Ms. Plaines were appointed to the Audit Committee effective January 20, 2026.

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(2)

Mr. Winter will cease serving on the Audit Committee upon his departure from the Board effective as of the Annual Meeting.

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(1)

Mr. Winter will cease serving on the Compensation Committee upon his departure from the Board effective as of the Annual Meeting.

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(2)

Ms. Breig was appointed to the Compensation Committee effective January 20, 2026.

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(1)

Ms. Breig was appointed to the Governance & Nominating Committee effective January 20, 2026.

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(2)

Mr. Gerard will cease serving on the Governance & Nominating Committee upon his departure from the Board effective as of the Annual Meeting.

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(1)

Mr. Gerard will cease serving on the Finance Committee upon his departure from the Board effective as of the Annual Meeting.

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DIRECTOR COMPENSATION

The Board considers and determines non-employee director compensation each year, taking into account recommendations from the G&N Committee. The G&N Committee forms its recommendation regarding any proposed changes to non-employee director compensation based on its review of director compensation practices at a specific group of peer companies, based on publicly disclosed information (more discussion of the process for determining our peer group of companies can be found on page 39). The Compensation Committee’s independent compensation consultant and management assist the G&N Committee in its review by accumulating and summarizing market data on director compensation levels and practices at our peer group of companies and reviewing external survey sources.

Compensation elements for our non-employee directors for fiscal year 2026 were as follows:

​

(1)

Paid in quarterly installments.

​

(2)

Equity grants are generally made immediately following election of directors at the Annual Meeting.

​

(3)

Payable if and only to the extent that total board meetings exceed ten meetings per fiscal year, or committee meetings exceed ten meetings per fiscal year per committee.

​

Beginning in November 2025, the Company began granting director restricted share unit (“DRSU”) awards for non-employee director equity retainers in place of the deferred stock unit (“DSU”) awards granted in prior years. DRSU awards vest on the first anniversary of the grant date, subject to the director’s continued service on the Board as of such vesting date. If a non-employee director’s service terminates due to death or disability prior to the vesting date, the DRSUs vest upon such termination. Subject to a director’s settlement election, vested DRSUs are settled and paid in shares of common stock either (i) following the vesting date, or (ii) following the six-month anniversary of termination of service as a director. If a non-employee director dies or becomes disabled prior to settlement, the DRSUs are generally settled as soon as reasonably practicable thereafter. Non-employee directors do not receive dividends on outstanding DRSUs; however, dividend equivalents accrue with respect to outstanding DRSUs and are paid upon settlement of the DRSUs.

On November 5, 2025, DRSUs approximately equal in value to $200,000 were granted to each of the Company’s then-current non-employee directors as their annual equity retainer for the period beginning November 5, 2025 and ending at the 2026 Annual Meeting of Shareholders. In addition, Mr. Johnson received DRSUs approximately equal in value to $120,000, representing a prorated non-executive Chairman equity retainer for his service as non-executive Chairman from April 2025 through the 2025 Annual Meeting of Shareholders. Mr. Johnson also received DRSUs approximately equal in value to $200,000 as his annual fiscal year 2026 non-executive Chairman equity retainer. Further, on January 22, 2026, shortly after Ms. Breig, Mr. Charnaux, and Ms. Plaines joined the Board,

 

 

each received DRSUs approximately equal in value to $158,356, representing a prorated annual equity retainer based on the portion of the annual service period remaining through the 2026 Annual Meeting of Shareholders.

The H&R Block, Inc. 2018 Long Term Incentive Plan (the “2018 Plan”), which was approved by our shareholders, limits the aggregate equity and cash compensation to $750,000 that can be paid to a non-employee director of the Company in a calendar year. The limit does not apply to incremental compensation paid to a director solely as non-executive Chairman of the Board, provided that such director does not participate in the decision to award that additional compensation. Similarly, the 2026 Long Term Incentive Plan (the “2026 Plan”), which is described in Proposal 4 of this proxy statement, maintains the same aggregate equity and cash limit. As in the 2018 Plan, this limitation in the 2026 Plan does not apply to incremental compensation paid to a director solely as non-executive Chairman of the Board, provided that such director does not participate in the decision to award that additional compensation. In setting the non-employee director compensation limit, the G&N Committee and the Board reviewed survey data provided by the Compensation Committee’s independent compensation consultant.

The Company provides to its non-employee directors free business travel insurance in connection with Company-related travel and, consistent with the benefit provided to our full-time employees, the opportunity to use our tax preparation services for no charge. In addition, the H&R Block Foundation will match gifts by our directors to any qualified not-for-profit organization on a dollar-for-dollar basis up to an annual aggregate limit of $5,000 per director per calendar year.

The Board has adopted stock ownership guidelines applicable to non-employee directors. The non-employee director ownership guidelines require ownership of a level of qualifying equity securities with an aggregate value of at least five times the annual cash retainer paid to them. Until a non-employee director satisfies the applicable holding requirement, the director is required to retain any covered shares (which include shares owned directly or indirectly by such non-employee director, the after-tax value of vested stock option awards, if any, and share equivalents the non-employee director holds in the Company’s benefit plans). In addition, Board members are subject to our Insider Trading Policy which, among other things, prohibits hedging and pledging transactions related to Company securities.

 

 

DIRECTOR COMPENSATION TABLE

The following table sets forth total director compensation for non-employee directors for fiscal year 2026.

​

(1)

This column includes, as applicable, the annual cash Board retainer and committee chair and member retainers earned or paid for services as a director during fiscal year 2026.

​

(2)

The dollar amounts represent the grant date fair value under FASB Accounting Standards Codification Topic 718 “Stock Compensation” ​(“ASC 718”) for DRSUs awarded during fiscal year 2026 to the non-employee director. The grant date fair value of an award is computed in accordance with ASC 718 utilizing assumptions discussed in Note 8: “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended June 30, 2026, as filed with the SEC. As of June 30, 2026, the following DRSUs were outstanding: Ms. Breig – 3,727; Mr. Charnaux – 3,727; Mr. Cohan – 3,927; Mr. Gerard – 3,927; Ms. Gupta – 3,927; Mr. Johnson – 10,209; Ms. Mends – 3,927; Ms. Plaines – 3,727; Ms. Reich – 3,927; and Mr. Winter – 3,927.

​

(3)

The DRSU award value approved by the Board of Directors for fiscal year 2026 was converted into the number of DRSUs by dividing the dollar amount of the award by the average current market value per share of the Company’s common stock for the ten consecutive trading days ending on the date the DRSUs were granted to the non-employee director. The current market value per share generally is the closing sales price of a share of our common stock as reported on the NYSE. However, the grant date fair value of an award computed in accordance with ASC 718 does not utilize such an average. As such, the value approved by the Board for fiscal year 2026 differs from the value reported in this column.

​

(4)

As of June 30, 2026, no non-employee director had any stock options outstanding.

​

(5)

This column represents the H&R Block Foundation matching amount on contributions to 501(c)(3) organizations.

​

(6)

As discussed above, Mr. Johnson received DRSUs with a grant date fair value of approximately $120,000, representing a prorated non-executive Chairman equity retainer for his service as non-executive Chairman from April 2025 until the 2025 Annual Meeting of Shareholders, in addition to his annual fiscal year 2026 equity retainers as a non-employee director and non-executive Chairman.

​

 

 

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board of Directors operates under Corporate Governance Guidelines (the “Governance Guidelines”) to assist the Board in exercising its responsibilities. The Governance Guidelines reflect the Board’s commitment to monitoring the effectiveness of policy and decision-making both at the Board level and the management level, with a view to enhancing shareholder value over the long term. The Governance Guidelines also ensure that the Board will have the necessary authority and practices to review and evaluate the Company’s business operations and make decisions independent of the Company’s management. The Governance Guidelines are not intended to be a static statement of the Company’s policies, principles, and guidelines, and are subject to regular assessment and refinement by the Board.

Annual Evaluation of Board, Committees, and Independent Board Chair

Overview of Evaluation Process

The Board believes that establishing and maintaining a constructive evaluation process is essential to maintaining Board effectiveness and best corporate governance practices. Pursuant to our Corporate Governance Guidelines, the Board evaluates its performance, as well as the performance of the Board Chair, the Board committees, and individual directors, on an annual basis through an evaluation process administered by the G&N Committee, which includes utilizing an independent third party to facilitate evaluations on a periodic basis. The G&N Committee recommends, and the full Board reviews and approves, the evaluation process annually. This annual determination ensures that the evaluation process continues to be effective in identifying areas to enhance the performance and effectiveness of the Board, the Board Chair, the Board committees, and individual directors.

Multi-Step Evaluation Process

This process is aided by a written questionnaire used to facilitate the discussions, which is administered and anonymized by an independent third party. The questionnaire is updated annually to reflect new developments and areas of focus as the G&N Committee determines appropriate and encompasses many factors, including Board size, structure, succession and committees, as well as meeting cadence and Board-Management communication.

 

 

Director Service on Other Boards

The Governance Guidelines provide that directors should not serve on more than three other boards of public companies in addition to the Company’s Board. Before serving on the board of another public company, directors are required to give prior notice to the Board. The CEO of the Company is not permitted to serve on more than one other board of a public company in addition to the Company’s Board and must obtain Board approval prior to serving on the board of any public company. Currently, all director nominees are in compliance with these guidelines.

Mandatory Director Resignation Policies

The Company’s Bylaws provide that any incumbent director who is not elected by a majority of shares entitled to vote on the election and represented in person or by proxy must promptly tender an irrevocable resignation from the Board, subject only to the condition that it is accepted by the Board. The G&N Committee will make a recommendation, and the Board will then act on the tendered resignation, taking into account that recommendation, and publicly disclose its decision and the rationale within ninety days from the date of the certification of the election results. The G&N Committee and the Board may consider any factors or other information considered appropriate and relevant in making their respective decisions. The director who tenders the resignation is not permitted to participate in the proceedings with respect to such resignation. If the Board accepts a director’s resignation, or if a non-incumbent nominee for director is not elected, then the Board may fill the vacant position or decrease the size of the Board in accordance with the Bylaws.

In addition, the Governance Guidelines provide that any director whose principal employment or major responsibilities materially change must tender a resignation from the Board for consideration by the G&N Committee. The G&N Committee will make a recommendation regarding, and the Board will then act on, the tendered resignation.

To be eligible to be a nominee for election as a director, a person must deliver to the Company a written agreement that such person will abide by these director resignation requirements.

Independent Chairman and Board Leadership Structure and Accountability

The Company’s Articles, Bylaws, and the Governance Guidelines require that the Chairman of the Board be an independent director, not simultaneously serving as CEO or President of the Company, who has not previously served as an executive officer of the Company. As Chairman, Mr. Johnson leads all meetings of the Board, including executive sessions of the non-employee directors held at each regular meeting of the Board.

We believe that our current Board structure creates a positive balance in leadership and accountability, as the functions of CEO and Chairman are significantly different. In addition to balancing responsibilities, we believe that this structure enhances the accountability of the CEO to the Board and strengthens the Board’s independence from management. Separating the roles of Chairman and CEO also allows the CEO to focus on running our business and managing the Company in the best interests of our shareholders. At the same time, our non-executive Chairman handles the separate responsibilities of Board and committee scheduling, Board agendas, and other Board organizational tasks, as well as leading the Board in discussions concerning CEO employment and performance evaluation and speaking on behalf of the Board and the Company regarding corporate governance- and investor relations-related issues.

A Substantial Majority of the Board is Independent

As further described in the Governance Guidelines, the Board believes that a substantial majority of the Board should consist of directors who are independent under NYSE listing standards. As described below, ten of the Board’s current eleven directors are independent directors within the meaning of the NYSE listing standards and Independence Standards. Mr. Campbell is not an independent director under the NYSE listing standards or Independence Standards due to his position as our President and CEO. Assuming all nine director nominees are elected at the Annual Meeting, all of the directors,

 

 

other than Mr. Campbell, will be independent directors within the meaning of the NYSE listing standards and Independence Standards.

NYSE listing standards provide that a director does not qualify as independent unless the Board affirmatively determines that the director has no material relationship with the Company. The listing standards permit the Board to adopt and disclose standards to assist the Board in making determinations of independence. Accordingly, the Board has adopted the Independence Standards to assist the Board in determining whether a director has a material relationship with the Company.

Evaluation of Director Independence

In August 2026, the Board conducted an evaluation of director independence regarding the current directors and nominees for director based on the NYSE listing standards and Independence Standards. In addition, the Board also conducted an evaluation of the independence of each of the members of the Audit, Compensation, and G&N Committees in accordance with the requirements of the NYSE listing standards. In connection with this evaluation, the Board considered the responses provided by the directors in their annual director questionnaires and reviewed any relationships between each director or immediate family member and the Company, its subsidiaries, and their employees. As a result of its evaluation, the Board affirmatively determined that Messrs. Charnaux, Cohan, Gerard, Johnson, and Winter and Mses. Breig, Gupta, Mends, Plaines, and Reich are independent. In addition, the Board affirmatively determined that each member of the Audit, Compensation, and G&N Committees is independent under all applicable standards.

Code of Ethics

All directors, officers, and employees of the Company must act ethically and in accordance with the policies set forth in the H&R Block Code of Business Ethics and Conduct (the “Code”). The Code includes guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with domestic and foreign laws, accurate financial reporting, and procedures for promoting compliance with, and reporting violations of, the Code. In support of the Code, we have established a number of channels for reporting potential ethics violations or similar concerns or for guidance on ethics matters, including via email, telephone, or in-person communications. All individuals have the ability to report concerns or discuss ethics-related matters anonymously.

The Audit Committee has also established procedures for the receipt, retention, and treatment of reports regarding accounting, internal accounting controls, or audit matters, including reports made to the Corporate Secretary by phone at (816) 854-4288 or by email to corporatesecretary@hrblock.com. The Code is overseen by the Company’s Chief Ethics Officer, who is appointed by the Audit Committee. To help ensure the Audit Committee’s effective oversight of our ethics and compliance program, the Audit Committee regularly receives reports from the Chief Ethics Officer and reviews matters related to the Company’s ethics and compliance program.

The Code can be accessed on the Company’s website at https://investors.hrblock.com/corporate-governance. The Code is also available in print to shareholders upon written request to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105. The Company will post any amendments to or waivers of the Code, to the extent applicable to any of the Company’s executive officers or directors as required under applicable rules, on our website.

Succession Planning

The Board recognizes the importance of effective executive leadership to the Company’s success. The Company’s Board is actively engaged and involved in succession planning. The Board discusses the talent pipeline for specific critical roles, and high-potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including economic environment, diversity, recruiting, and development programs.

 

 

COMMUNICATIONS WITH THE BOARD

Shareholders and other interested parties wishing to communicate with the Board, the non-employee directors, or an individual Board member concerning the Company may do so by writing to the Board, to the non-employee directors, or to the particular Board member, and mailing the correspondence to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105 or by emailing the correspondence to corporatesecretary@hrblock.com. In addition, our non-executive Chairman and other Board members have made and may in the future make themselves available for consultation and direct communication with significant shareholders.

Please indicate on any written correspondence whether the communication is from a shareholder or other interested party. The Board has instructed the Corporate Secretary and other relevant members of management to examine incoming communications and forward to the Board or individual directors as appropriate, any communication the Corporate Secretary deems relevant to the Board’s roles and responsibilities. The Board has requested that certain types of communications not be forwarded, and redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials.

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS

Although the Company has no specific policy regarding director attendance at the Company’s annual meeting of shareholders, all directors are encouraged to attend. All of the Company’s then-current directors virtually attended last year’s annual meeting.

BOARD’S ROLE IN RISK OVERSIGHT

Our Board has oversight responsibility for managing risk, directly and through its various Committees, and management is responsible for the Company’s day-to-day risk management activities. The Company has an ERM team and a management Enterprise Risk Committee to support senior management in fulfilling its day-to-day ERM responsibilities and to support the Board in fulfilling its oversight responsibility for risk management. The Company’s Corporate Secretary oversees the activities of the Enterprise Risk Committee, which is made up of Senior Vice Presidents and Vice Presidents of major business and control functions and members of the ERM team. The Company’s ERM team, working in coordination with the Enterprise Risk Committee assists the Board in its oversight of ERM by creating and facilitating a process to identify, prioritize, monitor, and report on risks and mitigation strategies, overseeing regular reporting of risks to the Board and its committees, identifying additional risk mitigation strategies as appropriate, and monitoring emerging risks.

The Board oversees AI as part of its oversight of the Company’s strategy, and the Audit Committee oversees AI-related risks, including those associated with data privacy, cybersecurity, regulatory developments, operational integrity, responsible use considerations, and the effectiveness of the Company’s governance and control environment. Management regularly updates the Board and Audit Committee on AI initiatives, governance practices, emerging risks, and mitigation efforts and maintains an AI governance framework, including a Global Responsible AI Use Policy designed to support the responsible use of AI across the enterprise. The Board is also responsible for oversight of risks related to corporate responsibility and sustainability matters and receives regular reports from the Company’s Chief People and Culture Officer, including with respect to people development, associate engagement, workforce characteristics, and pay equity, to enable it to assess and manage risks related to the Company’s workforce.

In fulfilling its oversight role, the Board generally focuses on the adequacy of the Company’s risk management and mitigation processes. The Board works with the Company’s Chief Executive Officer, Chief Financial Officer, Chief Legal and Administrative Officer, and Corporate Secretary to determine the Company’s risk tolerance, and works to ensure that management identifies, evaluates, and properly manages the overall risk profile of the Company.

 

 

In addition to the discussion of risk at the Board level, the Board’s standing committees also assess risk exposure as part of their ongoing responsibilities, as follows:

Each of the committee chairs regularly reports to the full Board concerning the activities of the applicable committee, the significant issues it has discussed, and the actions taken by that committee.

 

 

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we describe the compensation of our named executive officers (“named executive officers” or “NEOs”), including an overview of our compensation philosophy and the elements of our executive compensation program. We also explain how and why the Compensation Committee arrives at specific compensation policies and practices involving our NEOs. For our fiscal year 2026, which ended June 30, 2026, our NEOs included the following:

(1)

In connection with Mr. Jones’s retirement, the Board appointed Mr. Campbell as President and CEO effective January 1, 2026.

​

(2)

Mr. Darling was appointed Chief Retail Officer effective January 1, 2026.

​

(3)

Mr. Jones retired as President and CEO and from the Board effective December 31, 2025.

​

EXECUTIVE SUMMARY

Fiscal year 2026 marked the first year of our new expert-led, technology-enabled strategy. Our disciplined execution drove improved performance, enhanced the durability of our business, and strengthened the foundation for long-term growth. Through continued progress against our strategic priorities and disciplined capital allocation practices, we delivered the following results in fiscal year 2026:

Note: All amounts represent results from continuing operations. All per share amounts are based on weighted average fully diluted shares over the corresponding period.

(1)

Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted earnings per share (EPS) are non-GAAP financial measures. For more information regarding financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”) that are disclosed in this proxy statement and for a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP

​

 

 

Financial Information” beginning on page 32 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2026 filed with the SEC on August 14, 2026.

Executive Compensation Philosophy

Our executive compensation decisions are influenced by a variety of factors, with the Compensation Committee following the below principles for our executive compensation program:

We believe our executive compensation program is reasonable, competitive, and appropriately balances the objectives of recruiting, retaining, and motivating our executives while rewarding performance and aligning management and shareholder interests.

2026 Fiscal Year End Target Pay Mix for NEOs

The performance-based nature of our NEOs’ target total direct compensation at 2026 fiscal year end (generally, the total compensation package excluding benefits) is illustrated below:

PRESIDENT AND CHIEF EXECUTIVE OFFICER TRANSITION

As previously disclosed, on August 7, 2025, Jeffrey J. Jones II notified the Company’s Board of Directors of his intention to retire as President and CEO of the Company effective December 31, 2025. The Board appointed Curtis A. Campbell, then the Company’s President, Global Consumer Tax and Chief Product Officer, to succeed Mr. Jones as President and CEO, and appointed him to the Board, in each case effective immediately upon Mr. Jones’s retirement. This transition reflected the Board’s commitment to a rigorous executive succession planning process and its focus on leadership continuity and industry expertise.

In connection with Mr. Jones’s retirement and pursuant to Mr. Campbell’s offer letter (the “Offer Letter”), effective January 1, 2026, Mr. Campbell became President and CEO, and his compensation consisted of: (i) an annual base salary of $995,000; (ii) a target annual STI opportunity of 125% of his base salary, resulting in a prorated target STI opportunity for fiscal year 2026 of 110% of his average base salary for the fiscal year (taking into account his fiscal year 2026 base salary and STI target opportunity of 95% in his prior position, which were in effect for the first six months of fiscal year

 

 

2026); and (iii) eligibility to participate in the Company’s equity incentive plan for each fiscal year as determined by the Compensation Committee. On January 5, 2026, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2.15 million, which reflects an annualized $6 million LTI opportunity for fiscal year 2026, prorated based on the LTI award Mr. Campbell received in respect of fiscal year 2026 in his prior position and the commencement of his service as President and CEO six months into fiscal year 2026. The Offer Letter also provides that Mr. Campbell will relocate both his principal residence and principal office to the Kansas City metropolitan area and the Company’s world headquarters, respectively, no later than December 31, 2026. To assist Mr. Campbell with his relocation, the Company is providing him with relocation assistance in accordance with the Company’s standard U.S. Domestic Executive Relocation Policy.

Following Mr. Jones’s successful tenure as President and CEO, to support an orderly transition and preserve continuity, Mr. Jones moved to an employee Strategic Advisor role pursuant to his Transition and Strategic Advisor Agreement with the Company dated August 9, 2025 (the “Advisor Agreement”). The Advisor Agreement replaced and superseded Mr. Jones’s Employment Agreement with the Company dated November 4, 2021 (the “Prior Employment Agreement”). The Advisor Agreement provided for the following transition arrangements: (i) Mr. Jones’s retirement as President and CEO and as a member of the Company’s Board effective December 31, 2025; (ii) for fiscal year 2026, Mr. Jones’s base salary remained unchanged, and he was eligible to receive an LTI award (with a grant date of August 31, 2025) and a prorated STI award for the portion of the year he served as President and CEO; and (iii) from January 1, 2026 through September 2, 2026, Mr. Jones served as a Strategic Advisor to the President and CEO and received his monthly base salary during that period, but was not eligible for additional LTI or STI awards. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms. Mr. Jones’s employment with the Company concluded on September 2, 2026.

For additional information regarding the CEO transition, including the Offer Letter and the Advisor Agreement, please see our Current Report on Form 8-K filed with the SEC on August 11, 2025.

Transition-Related Retention Awards

In connection with the CEO transition, the Compensation Committee approved one-time retention equity awards for Ms. Mason, Mr. Manuel, and Ms. Redler, with aggregate grant date fair values of $750,000, $750,000, and $500,000, respectively, to retain and incentivize these key executives during an important period of leadership transition. In structuring the awards, the Compensation Committee believed that it was important that a significant majority of the award value be performance-based. Accordingly, the awards were allocated 65% to PSUs and 35% to RSUs, consistent with the Company’s annual grant practices. These one-time retention awards were granted at the same time as their annual LTI awards on August 31, 2025 and have the same vesting terms as their annual LTI awards.

NEW CHIEF RETAIL OFFICER

Effective January 1, 2026, the Board appointed Mark J. Darling, previously Senior Vice President, U.S. Retail Operations of the Company, as Chief Retail Officer. In connection with Mr. Darling’s appointment, the Compensation Committee approved his fiscal year 2026 compensation package, which consisted of a base salary of $425,000, a target STI opportunity equal to 75% of base salary, and an LTI target of $700,000.

ENGAGEMENT WITH OUR SHAREHOLDERS

During fiscal year 2026, our Investor Relations team regularly reached out to many of our shareholders after each earnings call and material news announcement. In addition to our regular outreach this year, we also sent proactive engagement requests to our top 20 institutional shareholders, representing over 60% of our shares outstanding. Our fiscal year 2026 engagement created opportunities for shareholders to interact with our management team through various channels including one-on-one meetings, conferences, and non-deal road shows. These engagements have provided management and the Board with valuable insights into our shareholders’ perspectives on our executive compensation program, governance practices, and other matters of importance to

 

 

them; and we intend to continue these practices regularly. At our 2025 annual meeting, shareholders approved our executive compensation program on an advisory basis, with approximately 96% of votes cast in favor of the proposal, which we believe demonstrates strong shareholder support of our compensation program and practices.

EXECUTIVE COMPENSATION PRACTICES

The Compensation Committee regularly reviews best practices in executive compensation and governance, and revises policies and practices when appropriate. The table below highlights our current compensation practices that we believe demonstrate alignment with our shareholders’ long-term interests, legal and regulatory developments, and corporate governance trends.

 

 

Executive Compensation Determination Process

The Compensation Committee holistically considers a variety of factors when making decisions regarding the recruitment, retention, and motivation of our executives. These factors, as they relate to setting target executive compensation opportunities, primarily include:

The Compensation Committee annually reviews tally sheets, which include all components of our compensation program for each NEO. As a part of this process, the Compensation Committee also reviews the total value of each executive’s stock-denominated compensation and the potential costs related to an executive’s termination.

Based on this information and the input of the Compensation Committee’s independent compensation consultant, the Compensation Committee members analyze each NEO’s target total direct compensation and set it at a level that is reasonable and competitive, and that appropriately balances the objectives of our compensation program.

FISCAL YEAR 2026 EXECUTIVE COMPENSATION PROGRAM SUMMARY

Key elements of our fiscal year 2026 NEO compensation program are summarized below. Actual pay outcomes are based on the Company’s performance against specific pre-established annual and multi-year financial, operational, and strategic performance goals, and the Company’s total return to shareholders over time.

 

 

FISCAL YEAR 2026 COMPENSATION PROGRAM

As previously disclosed, the Compensation Committee undertook a comprehensive redesign of our executive compensation program in fiscal year 2022 to better align our compensation practices and overall incentive plan frameworks with our strategy. For subsequent fiscal years, the Compensation Committee determined to keep the plans and equity mix substantially consistent with those implemented in fiscal year 2022, with the exception of one STI metric change beginning in fiscal year 2024 related to U.S. New Clients, as described below.

NEO Compensation Levels

The Compensation Committee establishes compensation levels based on the factors described above under “Executive Compensation Determination Process” and below under “Compensation Benchmarking.” Annual increases for our NEOs, other than the CEO, are based on evaluation of performance by the CEO and the Compensation Committee, the Company’s performance and outlook for the upcoming fiscal year, and NEO compensation data from our Peer Group companies as well as survey data.

At 2026 fiscal year end, total target direct compensation (“TTDC”) levels for our NEOs were as follows:

​

(1)

In connection with the CEO transition, effective January 1, 2026, Mr. Campbell’s annual base salary was increased to $995,000 with a target STI opportunity of 125% of his base salary, resulting in an average base salary of $816,041 and a prorated target STI opportunity of 110% for fiscal year 2026. In addition, on January 5, 2026, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2,150,000, which is included in the table above.

​

 

 

(2)

In connection with the CEO transition, Ms. Mason received a one-time retention LTI award with an aggregate grant date fair value of $750,000, which is not included in the table above.

​

(3)

In connection with the CEO transition, Mr. Manuel received a one-time retention LTI award with an aggregate grant date fair value of $750,000, which is not included in the table above.

​

(4)

In connection with the CEO transition, Ms. Redler received a one-time retention LTI award with an aggregate grant date fair value of $500,000, which is not included in the table above.

​

(5)

Mr. Darling was appointed Chief Retail Officer effective January 1, 2026 and was not a named executive officer during fiscal year 2025. In connection with his appointment, Mr. Darling’s STI target was increased from 70% to 75% of his base salary, resulting in a prorated STI target of 72.48% for fiscal year 2026. In addition, on January 5, 2026, Mr. Darling received a promotion LTI award with an aggregate grant date fair value of $184,951, which is included in the table above.

​

(6)

In connection with the CEO transition, Mr. Jones’s base salary remained unchanged, and he was eligible to receive an LTI award and a prorated STI award for the portion of the fiscal year that he served as President and CEO. From January 1, 2026 through September 2, 2026, Mr. Jones served as a Strategic Advisor to the President and CEO and received his monthly base salary during that period but was not eligible for additional LTI or STI awards. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms. Mr. Jones’s employment with the Company concluded on September 2, 2026.

​

The TTDC increase for Mr. Campbell was due to his promotion to President and CEO and was based on a competitive review of our Peer Group survey, other market survey data, and individual performance. The TTDC increase for Mses. Mason and Redler and Mr. Manuel were also based on a competitive review of our Peer Group survey and other market survey data, in light of their respective roles and responsibilities, and individual performance. The TTDC decrease for Mr. Jones was due to his retirement and related receipt of a reduced prorated target STI award.

Short-Term Incentive Compensation

Overview

Our executive STI compensation is designed to compensate executives primarily for achieving pre-established performance objectives that relate to our fiscal year business plan. STI compensation is provided under our shareholder-approved H&R Block Executive Performance Plan (“Executive Performance Plan”). Under the Executive Performance Plan, the Compensation Committee may exercise discretion to modify the actual amounts to be paid to each executive, if any, based on subjective determinations or performance against additional objective performance metrics. Performance criteria and objectives may also be adjusted, as necessary, to prevent reduction or enlargement of an award due to extraordinary events generally outside the executives’ control.

Target Awards

STI target opportunities for our NEOs are intended to place a significant portion of our NEOs’ annual cash compensation at risk and to provide competitive total cash compensation opportunities. STI payouts can range from 0% (or 50% if all threshold goals are achieved) to 200% of each NEO’s target STI opportunity, based on performance against pre-established metrics and payout curves.

Each year, the Compensation Committee approves a target opportunity for STI compensation for each NEO that is a percentage of base salary. In August 2025, as part of the Compensation

 

 

Committee’s annual review, the Compensation Committee increased the STI target percentage opportunities for each of Ms. Mason and Mr. Manuel from 90% to 95% of base salary. These increases were made to better align Ms. Mason’s and Mr. Manuel’s respective target STI opportunities with peer group and market benchmarks for comparable executive roles. The target opportunities applicable to our NEOs at 2026 fiscal year end are shown in the table below.

​

(1)

In connection with the CEO transition, effective January 1, 2026, Mr. Campbell’s annual base salary was increased to $995,000 with a target STI opportunity of 125% of his base salary, resulting in an average base salary of $816,041 and a prorated target STI of 110% for fiscal year 2026.

​

(2)

In connection with Mr. Darling’s promotion to Chief Retail Officer, Mr. Darling’s STI target was increased from 70% to 75% of his base salary, resulting in a prorated STI target of 72.48% for fiscal year 2026.

​

(3)

In connection with the CEO transition, Mr. Jones’s target fiscal year 2026 STI award was prorated to $752,384 based on the time he served as President and CEO during fiscal year 2026.

​

In August 2025, the Compensation Committee approved the fiscal year 2026 STI performance objectives applicable to our executives, which are summarized in the graphics below. The Compensation Committee believes that the levels set for the performance metrics, at the time when they were set, appropriately incentivized our executives to meet the Company’s Board-approved fiscal year 2026 operating plan and execute on our enterprise strategy by providing realistically achievable goals, while ensuring that such goals were sufficiently challenging.

Target vs. Actual STI Awards

The following formula is used to calculate the payout awarded for fiscal year 2026 STI compensation:

As a result of our performance in fiscal year 2026, the fiscal year 2026 STI plan funded at 107.4% of target. Following determination of the funded payout, the Compensation Committee then considered individual performance, including leadership, execution of strategic and operational priorities, contributions to enterprise objectives, and overall impact on the business. Based on that assessment, the Compensation Committee applied a 20% positive individual modifier to Mr. Darling’s funded payout to reflect his individual performance and impact to the business. No other NEO received an individual modifier.

 

 

The Company’s results for each performance metric were as follows:

Note: The criteria, objectives, and results in this table are disclosed in the limited context of our executive compensation program and should not be deemed to apply in other contexts. Payout percentages are rounded to the nearest tenth of a percent.

(1)

The performance metrics were consistent with the Company’s Board-approved fiscal year 2026 operating plan, fiscal year 2026 financial outlook, and enterprise strategy.

​

(2)

Pre-Tax Earnings from Continuing Operations includes consolidated net earnings for fiscal year 2026 attributable to continuing operations before the deduction of income taxes.

​

(3)

The U.S. New Clients strategic goal is tied to increasing new clients across our U.S. business lines, including and calculated as follows: (1) Assisted – new clients who did not file an assisted return with the Company in the prior fiscal year; (2) DIY – new, paid online completed returns (excludes all free clients); (3) a Spruce user who makes a deposit for the first time within the fiscal year; (4) a bookkeeping or payroll sign-up directly through our Central Team business services operations; and (5) a new Business Entity Formation order placed during the fiscal year.

​

The table below shows each NEO’s target opportunity and actual amount earned under our fiscal year 2026 STI program.

​

(1)

In connection with the CEO transition, effective January 1, 2026, Mr. Campbell’s annual base salary was increased to $995,000 with a target STI opportunity of 125% of his base salary, resulting in an average base salary of $816,041 and a prorated target STI of 110% for fiscal year 2026.

​

(2)

In connection with Mr. Darling’s promotion to Chief Retail Officer, Mr. Darling’s STI target was increased from 70% to 75% of

​

 

 

his base salary, resulting in a prorated STI target of 72.48% for fiscal year 2026. As discussed above, the Committee then applied a 20% positive individual modifier to Mr. Darling’s funded payout to reflect his individual performance and impact to the business.

(3)

In connection with the CEO transition, Mr. Jones’s target fiscal year 2026 STI award was prorated to $752,384 based on the time he served as President and CEO during fiscal year 2026.

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Long-Term Incentive Compensation

Overview

We believe that a significant portion of each NEO’s compensation should depend on the long-term value we create for our shareholders. Our LTI compensation is equity-based and is designed to support multiple objectives, including:

■

aligning management’s interests with those of our shareholders;

​

■

tying compensation to the attainment of long-term financial and operating goals and strategic objectives to drive long-term value creation;

​

■

ensuring that realized compensation reflects changes in shareholder value over the long term; and

​

■

recruiting, retaining, and motivating highly skilled executives.

​

Generally, the Company awards equity-based compensation on an annual basis within 90 days of the beginning of each fiscal year. From time to time, the Company also awards equity-based compensation as part of an employment offer or promotion or, in certain limited instances, as a special award.

Fiscal Year 2026 Performance-Based LTI

Performance Share Units

For PSUs granted in fiscal year 2026:

■

Performance is measured over a three-year period beginning on July 1, 2025 and ending on June 30, 2028.

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The pre-established performance metric is three-year cumulative EBITDA from Continuing Operations (“EBITDA”). The Compensation Committee selected EBITDA as the performance metric because it believes this metric drives sustained value creation over the longer term.

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The initial payout is then modified, within a range of plus or minus 25%, based on the Company’s TSR over the performance period relative to the S&P 400 index, as follows, with the total payout capped at 200%:

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The specific EBITDA performance goal for these PSUs is not disclosed at this time given its competitive sensitivity, but will be disclosed upon completion of the performance period in future proxy statements.

The following formula is used to calculate the final number of earned PSUs, subject to a 200% cap overall:

Executives are required to hold at least 50% of the gross shares earned upon vesting of the PSUs for a period of one year after the vesting date. In addition, vested equity is subject to stock ownership guidelines that may extend the one-year holding period if the guidelines have not yet been met.

Restricted Share Units

Fiscal Year 2026 LTI Vesting Provisions

PSUs generally vest on the third anniversary of the grant date. RSUs generally vest in one-third annual increments beginning on the first anniversary of the grant date. However, certain special grants may have a different vesting schedule. Awards may vest upon termination of employment prior to the vesting date under certain circumstances, as described below under “Termination of Employment, Severance, and Transition Arrangements.”

 

 

Fiscal Year 2026 LTI Compensation Awards

For fiscal year 2026, the Company awarded our NEOs PSUs and RSUs in the amounts shown below. The fiscal year 2026 PSUs are performance-based and will vest three years from the grant date, and the fiscal year 2026 RSUs vest in one-third annual increments beginning one year after the grant date.

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(1)

Represents the value of our annual LTI compensation program awards, which are subject to rounding. These award values are converted into: (i) the number of PSUs based on the Monte Carlo valuation model as of the grant date and (ii) the number of RSUs based on the closing price of one share of common stock on the grant date. The number of PSUs or RSUs resulting from the conversion of the award value to the number of units awarded is rounded up to the nearest whole unit; such rounded numbers are reflected in the chart above. As such, the award value reported in this column may differ from the accounting grant date fair value under ASC 718.

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(2)

As discussed above, in connection with the CEO transition, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2,150,000, which is included in the table above.

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(3)

As discussed above, in addition to Ms. Mason’s fiscal year 2026 LTI award, she also received a one-time retention LTI equity award with an aggregate grant date fair value of $750,000. This one-time retention LTI grant was made at the same time as Ms. Mason’s annual LTI grant on August 31, 2025 and is allocated between PSUs (65%) and RSUs (35%). Ms. Mason’s one-time retention LTI award is not included in this table.

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(4)

As discussed above, in addition to Mr. Manuel’s fiscal year 2026 LTI award, he also received a one-time retention LTI equity award with an aggregate grant date fair value of $750,000. This one-time retention LTI grant was made at the same time as Mr. Manuel’s annual LTI grant on August 31, 2025 and is allocated between PSUs (65%) and RSUs (35%). Mr. Manuel’s one-time retention LTI award is not included in this table.

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(5)

As discussed above, in addition to Ms. Redler’s fiscal year 2026 LTI award, she also received a one-time retention LTI equity award with an aggregate grant date fair value of $500,000. This one-time retention LTI grant was made at the same time as Ms. Redler’s annual LTI grant on August 31, 2025 and is allocated between PSUs (65%) and RSUs (35%). Ms. Redler’s one-time retention LTI award is not included in this table.

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(6)

In connection with Mr. Darling’s promotion to Chief Retail Officer, he received a promotion LTI award with an aggregate grant date fair value of $184,951, which is included in the table above.

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(7)

Pursuant to the terms of the equity award agreements governing Mr. Jones’s 2026 LTI award, upon his departure from the Company: (i) two-thirds of the RSUs underlying the award forfeited; and (ii) one-third of the PSUs underlying the award will vest subject to attainment of the applicable performance goals at the end of the performance period and the remaining PSUs were forfeited.

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VESTING AND PERFORMANCE-BASED PAYOUTS OF FISCAL YEAR 2024 PSUS

Our executives, including our NEOs, received PSUs in fiscal year 2024 (other than Ms. Mason and Messrs. Campbell and Manuel, who were not employed by the Company on the grant date). Performance for these PSUs was based on a three-year period beginning on July 1, 2023 and ending on June 30, 2026. The Compensation Committee certified performance and approved the overall payout in August 2026.

Under the terms of the award agreements for fiscal year 2024 PSUs, a participating executive had the opportunity to earn an initial payout based upon the Company’s performance against a pre-established EBITDA metric. The Compensation Committee selected a preset level of three-year cumulative EBITDA for the performance period. This initial payout was then modified based on the Company’s TSR relative to the S&P 400 index over the performance period. The TSR modifier can increase or decrease the payout by up to 25% of the initial payout amount. However, notwithstanding the result of that calculation, the maximum potential earned amount is capped at 200%.

Based on the Company’s results relative to the preset threshold, target, and maximum, the Compensation Committee approved the below results and applicable EBITDA performance.

 

 

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(1)

EBITDA from Continuing Operations is defined as earnings of the Company from continuing operations excluding interest expense, taxes, depreciation and amortization.

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The Compensation Committee then applied a TSR modifier of 101.0% based on the Company’s TSR over the performance period relative to the S&P 400, which ranked in the 51st percentile. Based on the performance percentage and the TSR modifier, our NEOs received 101.3% of the PSUs initially granted at target, as well as additional shares of common stock representing dividend equivalents accrued on the number of shares that ultimately vested. The table below shows the target-level opportunity and actual award with respect to the PSUs granted to each of our NEOs in fiscal year 2024: