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

Date of Report (date of earliest event reported): February 6, 2024

(Exact name of registrant as specified in charter)
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueHRBNew 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 2.02.    Results of Operations and Financial Condition.
On February 6, 2024, H&R Block, Inc. (the "Company") issued a press release regarding the Company’s results of operations for the fiscal quarter ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number    Description
99.1    Press Release Issued February 6, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date:February 6, 2024By:/s/ Katharine M. Haynes
Katharine M. Haynes
Vice President and Corporate Secretary

Exhibit 99.1

News Release
For Immediate Release: February 6, 2024
H&R Block Reports Fiscal 2024 Second Quarter Results; Full Year Outlook Reaffirmed
KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB) (the "Company") today released its financial results1 for the fiscal 2024 second quarter ended December 31, 2023.
Revenue grew 8% as the Company saw a strong end to the extended filing season
The Company reaffirmed its previously announced outlook for fiscal year 2024
Repurchased $218.1 million of shares during the quarter, retiring another 3% of shares outstanding
"I’m pleased with our Q2 performance, and our results reflect the progress we continue to make," said Jeff Jones, H&R Block's president and chief executive officer. "In the quarter, our refreshed Emerald Advance product performed well, we launched AI Tax Assist in our DIY Online product, and we continued to allocate capital by paying our quarterly dividend and repurchasing shares. We are well positioned for the tax season, and I’m looking forward to the rest of the year.”
Fiscal 2024 Second Quarter Results and Key Financial Metrics
"Our performance continues to meet expectations, and our capital allocation practice remains strong," said Tony Bowen, H&R Block's chief financial officer. "We feel good about our balance sheet and how we are positioned in the current environment, and I am confident in our ability to drive ongoing value for shareholders."
Total revenue of $179.1 million increased by $12.7 million, or 8%, to the prior year. The increase was primarily due to higher volumes and net average charge in the Assisted category combined with higher interest and fee income on Emerald AdvanceSM due to an increase in Emerald AdvanceSM Loans and an earlier start to the offering period in the current year.
Total operating expenses of $446.5 million decreased by $3.1 million, as a result of lower consulting and marketing and advertising expenses, partially offset by higher corporate wages resulting from higher headcount in the current year.
Pretax loss decreased by $15.1 million to $282.9 million.
Loss per share from continuing operations2 improved from $(1.43) to $(1.33) and adjusted loss per share from continuing operations2 improved from $(1.37) to $(1.27), due to a lower loss, partially offset by fewer shares outstanding.
Capital Allocation
The Company reported the following related to its capital structure:
As previously announced, a quarterly cash dividend of $0.32 per share is payable on April 3, 2024 to shareholders of record as of March 5, 2024. H&R Block has paid quarterly dividends consecutively since the Company became public in 1962.
1All amounts in this release are unaudited. Unless otherwise noted, all comparisons refer to the current period compared to the corresponding prior year period.
2All per share amounts are based on fully diluted shares at the end of the corresponding period. The Company reports non-GAAP financial measures of performance, including adjusted earnings per share (EPS), earnings before interest, tax, depreciation, and amortization (EBITDA) from continuing operations, free cash flow, and free cash flow yield, which it considers to be useful metrics for management and investors to evaluate and compare the ongoing operating performance of the Company. See "About Non-GAAP Financial Information" below for more information regarding financial measures not prepared in accordance with generally accepted accounting principles (GAAP).

Repurchased and retired 4.8 million shares at an aggregate price of $218.1 million, or $45.88 per share in the second quarter.
The Company has approximately $350.0 million remaining on its $1.25 billion share repurchase authorization available through fiscal year 2025.
Since 2016, the Company has returned more than $3.8 billion to shareholders in the form of share repurchases and dividends, buying back over 40% of its shares outstanding3.
Fiscal Year 2024 Outlook
The Company continues to expect:
Revenue to be in the range of $3.530 to $3.585 billion.
EBITDA4 to be in the range of $930 to $965 million.
Effective tax rate to be approximately 23%.
Adjusted Diluted Earnings Per Share4 to be in the range of $4.10 to $4.30.
Other Announcements
Today the Company separately announced that chief financial officer Tony Bowen has decided to retire. He is committed to a smooth transition and will remain at the Company into September of 2024. The press release can be found on the investor relations website at
Conference Call
A conference call for analysts, institutional investors, and shareholders will be held at 4:30 p.m. Eastern time on Tuesday, February 6, 2024. During the conference call the Company will discuss fiscal 2024 second quarter results, outlook, and give a general business update. To join live, participants must register at Once registered, the participant will receive a dial-in number and unique PIN to access the call. Please join approximately 5 minutes prior to the scheduled start time.
The call, along with a presentation for viewing, will also be webcast in a listen-only format for the media and public. The webcast can be accessed directly at and will be available for replay 2 hours after the call is concluded and continuing for 90 days.
About H&R Block
H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence in its clients and communities everywhere through global tax preparation services, financial products, and small-business solutions. The Company blends digital innovation with human expertise and care as it helps people get the best outcome at tax time and also be better with money using its mobile banking app, Spruce. Through Block Advisors and Wave, the Company helps small-business owners thrive with year-round bookkeeping, payroll, advisory, and payment processing solutions. For more information, visit H&R Block News or follow @HRBlockNews.
About Non-GAAP Financial Information
This press release and the accompanying tables include non-GAAP financial information. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with generally accepted accounting principles, please see the section of the accompanying tables titled "Non-GAAP Financial Information."
3Shares outstanding calculated as of April 30, 2016.
4Adjusted EPS and EBITDA from continuing operations are non-GAAP financial measures. Future period non-GAAP outlook includes adjustments for items not indicative of our core operations, which may include, without limitation, items described in the below section titled “Non-GAAP Financial Information” and in the accompanying tables. Such adjustments may be affected by changes in ongoing assumptions and judgments, as well as nonrecurring, unusual, or unanticipated charges, expenses or gains, or other items that may not directly correlate to the underlying performance of our business operations. The exact amounts of these adjustments are not currently determinable but may be significant. It is therefore not practicable to provide the comparable GAAP measures or reconcile this non-GAAP outlook to the most comparable GAAP measures.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "commits," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, client trajectory, income, effective tax rate, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volumes or other financial items, descriptions of management’s plans or objectives for future operations, products or services, or descriptions of assumptions underlying any of the above. They may also include the expected impact of external events beyond the Company’s control, such as outbreaks of infectious disease (including the COVID-19 pandemic), severe weather events, natural or manmade disasters, or changes in the regulatory environment in which we operate. All forward-looking statements speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data or methods, future events or other changes, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to a variety of economic, competitive and regulatory factors, many of which are beyond the Company's control, that are described in our Annual Report on Form 10-K for the most recently completed fiscal year in the section entitled "Risk Factors" and additional factors we may describe from time to time in other filings with the Securities and Exchange Commission. You may get such filings for free at our website at In addition, factors that may cause the Company’s actual estimated effective tax rate to differ from estimates include the Company’s actual results from operations compared to current estimates, future discrete items, changes in interpretations and assumptions the Company has made, future actions of the Company, or increases in applicable tax rates in jurisdictions where the Company operates. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
For Further Information
Investor Relations:Michaella Gallina, (816) 854-3022,
Jordyn Eskijian, (816) 854-5674,
Media Relations:Teri Daley, (816) 854-3787,


FINANCIAL RESULTS(unaudited, in 000s - except per share amounts)
Three months ended December 31,Six months ended December 31,
U.S. tax preparation and related services:
Assisted tax preparation$48,342 $41,216 $87,605 $77,528 
Royalties5,454 4,946 11,155 11,174 
DIY tax preparation13,111 12,150 16,959 15,308 
Refund Transfers813 1,542 1,955 2,826 
Peace of Mind® Extended Service Plan17,440 17,320 42,287 42,090 
Tax Identity Shield®4,694 5,350 9,274 10,517 
Other9,592 8,513 20,572 17,873 
Total U.S. tax preparation and related services99,446 91,037 189,807 177,316 
Financial services:
Emerald Card® and SpruceSM
11,700 12,478 20,333 24,090 
Interest and fee income on Emerald AdvanceSM
15,235 12,903 15,533 13,517 
Total financial services26,935 25,381 35,866 37,607 
International29,569 28,046 90,134 86,880 
Wave23,133 21,941 47,076 44,587 
Total revenues$179,083 $166,405 $362,883 $346,390 
Compensation and benefits:
Field wages77,795 76,204 140,230 137,877 
Other wages74,671 70,530 146,769 134,283 
Benefits and other compensation36,063 34,277 71,311 69,109 
188,529 181,011 358,310 341,269 
Occupancy101,194 101,173 200,479 198,763 
Marketing and advertising11,305 15,142 16,786 25,791 
Depreciation and amortization30,107 32,723 60,332 66,347 
Bad debt21,754 22,416 26,552 22,745 
Other93,626 97,143 174,182 183,789 
Total operating expenses446,515 449,608 836,641 838,704 
Other income (expense), net5,922 4,185 15,758 7,796 
Interest expense on borrowings(21,364)(18,985)(37,234)(34,809)
Pretax loss(282,874)(298,003)(495,234)(519,327)
Income tax benefit(93,758)(77,140)(143,245)(131,097)
Net loss from continuing operations(189,116)(220,863)(351,989)(388,230)
Net loss from discontinued operations(639)(2,716)(1,248)(3,770)
Net loss$(189,755)$(223,579)$(353,237)$(392,000)
Continuing operations$(1.33)$(1.43)$(2.44)$(2.48)
Discontinued operations (0.02)(0.01)(0.02)
WEIGHTED AVERAGE DILUTED SHARES142,340 154,119 144,307 156,701 
Adjusted diluted EPS (1)

(1) All non-GAAP measures are results from continuing operations. See "Non-GAAP Financial Information" for a reconciliation of non-GAAP measures.

CONSOLIDATED BALANCE SHEETS(unaudited, in 000s - except per share data)
As ofDecember 31, 2023June 30, 2023
Cash and cash equivalents$321,014 $986,975 
Cash and cash equivalents - restricted17,210 28,341 
Receivables, net397,453 59,987 
Income taxes receivable74,415 35,910 
Prepaid expenses and other current assets88,793 76,273 
Total current assets898,885 1,187,486 
Property and equipment, net137,153 130,015 
Operating lease right of use assets385,288 438,299 
Intangible assets, net275,230 277,043 
Goodwill789,068 775,453 
Deferred tax assets and income taxes receivable239,300 211,391 
Other noncurrent assets51,371 52,571 
Total assets$2,776,295 $3,072,258 
Accounts payable and accrued expenses$143,339 $159,901 
Accrued salaries, wages and payroll taxes65,774 95,154 
Accrued income taxes and reserves for uncertain tax positions151,332 271,800 
Operating lease liabilities185,424 205,391 
Deferred revenue and other current liabilities199,718 206,536 
Total current liabilities745,587 938,782 
Long-term debt and line of credit borrowings2,290,044 1,488,974 
Deferred tax liabilities and reserves for uncertain tax positions235,303 264,567 
Operating lease liabilities208,734 240,543 
Deferred revenue and other noncurrent liabilities69,279 107,328 
Total liabilities3,548,947 3,040,194 
Common stock, no par, stated value $.01 per share1,709 1,789 
Additional paid-in capital746,734 770,376 
Accumulated other comprehensive loss(36,454)(37,099)
Retained deficit(846,162)(48,677)
Less treasury shares, at cost(638,479)(654,325)
Total stockholders' equity (deficiency)(772,652)32,064 
Total liabilities and stockholders' equity$2,776,295 $3,072,258

Six months ended December 31,20232022
Net loss$(353,237)$(392,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization60,331 66,347 
Provision for credit losses21,536 16,581 
Deferred taxes(35,525)41,534 
Stock-based compensation17,525 17,893 
Changes in assets and liabilities, net of acquisitions:
Prepaid expenses, other current and noncurrent assets(7,395)(32,983)
Accounts payable, accrued expenses, salaries, wages and payroll taxes(58,543)(121,156)
Deferred revenue, other current and noncurrent liabilities(58,520)(52,703)
Income tax receivables, accrued income taxes and income tax reserves(180,706)(60,163)
Other, net1,201 (1,515)
Net cash used in operating activities(942,166)(780,458)
Capital expenditures(32,708)(41,495)
Payments made for business acquisitions, net of cash acquired(27,158)(39,757)
Franchise loans funded(15,491)(17,491)
Payments from franchisees2,747 3,861 
Other, net1,565 (4,208)
Net cash used in investing activities(71,045)(99,090)
Repayments of line of credit borrowings(25,000)(170,000)
Proceeds from line of credit borrowings825,000 750,000 
Dividends paid(89,854)(89,193)
Repurchase of common stock, including shares surrendered(378,709)(365,633)
Other, net4,011 3,639 
Net cash provided by financing activities335,448 128,813 
Effects of exchange rate changes on cash671 (7,790)
Net decrease in cash and cash equivalents, including restricted balances(677,092)(758,525)
Cash, cash equivalents and restricted cash, beginning of period1,015,316 1,050,713 
Cash, cash equivalents and restricted cash, end of period$338,224 $292,188 
Income taxes paid (received), net$72,160 $(114,385)
Interest paid on borrowings35,496 31,812 
Accrued additions to property and equipment4,036 2,499 
New operating right of use assets and related lease liabilities70,532 79,917 
Accrued dividends payable to common shareholders45,273 44,569
(in 000s)
Three months ended December 31,Six months ended December 31,
Net loss - as reported$(189,755)$(223,579)$(353,237)$(392,000)
Discontinued operations, net639 2,716 1,248 3,770 
Net loss from continuing operations - as reported(189,116)(220,863)(351,989)(388,230)
Add back:
Income tax benefit(93,758)(77,140)(143,245)(131,097)
Interest expense21,364 18,985 37,234 34,809 
Depreciation and amortization30,107 32,723 60,332 66,347 
EBITDA from continuing operations$(231,403)$(246,295)$(397,668)$(418,171)
(in 000s, except per share amounts)
Three months ended December 31,Six months ended December 31,
Net loss from continuing operations - as reported$(189,116)$(220,863)$(351,989)$(388,230)
Amortization of intangibles related to acquisitions (pretax)12,269 12,839 24,824 25,535 
Tax effect of adjustments (1)
Adjusted net loss from continuing operations$(179,934)$(210,811)$(333,187)$(368,703)
Diluted loss per share from continuing operations - as reported$(1.33)$(1.43)$(2.44)$(2.48)
Adjustments, net of tax0.06 0.06 0.13 0.12 
Adjusted diluted loss per share from continuing operations$(1.27)$(1.37)$(2.31)$(2.36)
(1)Tax effect of adjustments is the difference between the tax provision calculated on a GAAP basis and on an adjusted non-GAAP basis.
Non-GAAP Financial Information
Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Because these measures are not measures of financial performance under GAAP and are susceptible to varying calculations, they may not be comparable to similarly titled measures for other companies.
We consider our non-GAAP financial measures to be performance measures and a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business. We make adjustments for certain non-GAAP financial measures related to amortization of intangibles from acquisitions and goodwill impairments. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures.
We measure the performance of our business using a variety of metrics, including earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations, adjusted EBITDA from continuing operations, adjusted diluted earnings per share from continuing operations, free cash flow, and free cash flow yield. We also use EBITDA from continuing operations and pretax income from continuing operations, each subject to permitted adjustments, as performance metrics in incentive compensation calculations for our employees.