UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 11, 2022

H&R BLOCK, INC.

(Exact name of registrant as specified in charter)

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

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

(Address of Principal Executive Offices) (Zip Code)

(816) 854-3000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 11, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of H&R Block, Inc. (the “Company”) approved amended forms of equity award agreement for long-term incentive (“LTI”) grants of restricted share units (“RSUs”) and performance share units (“PSUs”) under the Company’s 2018 Long Term Incentive Plan.

The approved forms of equity award agreements are substantially similar to the prior year forms, with amendments that include the following, along with other immaterial updates:

▪PSU Forms of Agreement: Updates have been made in Sections 1.5, 5.14, and 5.17 to provide for pro-rata vesting in the event of a Good Reason Termination (as defined in the award agreement) at least one year after the grant date, for award recipients that receive Good Reason Termination severance benefits under the H&R Block, Inc. Executive Severance Plan or an employment agreement, consistent with the updates made to the Executive Severance Plan earlier this year.

▪PSU and RSU Forms of Agreement: The restrictive covenants in Section 2 have been updated to reflect changes in the law in various states.

The other material terms of the forms of equity award agreements remain substantially unchanged. The amended forms will be utilized beginning with grants of fiscal year 2023 LTI compensation.

The foregoing summary of the amended forms of award agreement is qualified in its entirety by reference to the full text of the forms, copies of which are filed as Exhibits 10.1 and 10.2 hereto, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Form of 2018 Long Term Incentive Plan Award Agreement for Restricted Share Units, as approved on August 11, 2022.
10.2	Form of 2018 Long Term Incentive Plan Award Agreement for Performance Share Units, as approved on August 11, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			H&R BLOCK, INC.
Date:	August 17, 2022	By:	/s/ Katharine M. Haynes
			Katharine M. Haynes
			Vice President and Secretary