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

Date of Report (date of earliest event reported): May 9, 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 May 9, 2024, H&R Block, Inc. (the "Company") issued a press release regarding the Company’s results of operations for the fiscal quarter ended March 31, 2024. 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 May 9, 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:May 9, 2024By:/s/ Katharine M. Haynes
Katharine M. Haynes
Vice President and Corporate Secretary

Exhibit 99.1

News Release
For Immediate Release: May 9, 2024
H&R Block Reports Fiscal 2024 Third Quarter Results; Expects to be Near the High End of FY24 Outlook
KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB) (the "Company") today released its financial results1 for the fiscal 2024 third quarter ended March 31, 2024.
For the third quarter, the Company delivered revenue growth of 4%, net income growth of 7%, and earnings per share from continuing operations2 growth of 18%
Through April 30, filing volumes increased year over year, driven by strong performance in DIY paid online clients, which grew 6%, partially offset by modest Assisted volume declines. Net average charge grew 7% in DIY paid online and 4% in Assisted
The Company now expects to be near the high end of its previously announced outlook for fiscal year 2024

"There are many things to be pleased about in the quarter, from our strong DIY performance, virtual tax growth, and positive trends in small business, to important progress for both Spruce and Wave. At the same time, I know we can execute better to improve the Assisted client experience for so many consumers who are choosing H&R Block," said Jeff Jones, H&R Block's president and chief executive officer.

Fiscal 2024 Third Quarter Results and Key Financial Metrics
"We now expect to finish fiscal 2024 near the high end of our outlook range," said Tony Bowen, H&R Block's chief financial officer. "This will be yet another year of topline growth, robust cash flow generation, and double-digit EPS growth that allows for continued, significant returns of capital to our shareholders through dividends and share repurchases."

Total revenue of $2.2 billion increased by $91.2 million, or 4%, to the prior year. The increase was primarily due to a higher net average charge and higher company-owned volumes in the Assisted category combined with higher online paid returns and a higher NAC, partially offset by lower royalties due to franchise acquisitions, and lower Emerald Advance revenues.
Total operating expenses of $1.3 billion increased by $27.5 million, primarily due to higher field wages due to higher company-owned volumes and higher legal fees and settlements, partially offset by lower marketing and advertising expenses primarily due to the timing of television advertising in the current year compared to the prior year.
Pretax income increased by $51.9 million to $907.4 million, primarily due to higher revenues in the current year.
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).

Earnings per share from continuing operations2 increased from $4.14 to $4.87 and adjusted earnings per share from continuing operations2 increased from $4.20 to $4.94, due to higher net income and fewer shares outstanding from share repurchases.
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 July 3, 2024 to shareholders of record as of June 5, 2024. H&R Block has paid quarterly dividends consecutively since the Company became public in 1962.
In Q1 and Q2, the Company repurchased $350 million of shares outstanding.
The Company has approximately $350 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 dividends and share repurchases, buying back over 40% of its shares outstanding3.
Fiscal Year 2024 Outlook
The Company now expects to be near the high end of its previously provided outlook, which was:
Revenue to be in the range of $3.530 to $3.585 billion.
EBITDA4 to be in the range of $930 to $965 million.
Adjusted Diluted Earnings Per Share4 to be in the range of $4.10 to $4.30.
The effective tax rate is now expected to be in the range of 21-22% as compared to 23% previously.
Conference Call
A conference call for analysts, institutional investors, and shareholders will be held at 4:30 p.m. Eastern time on Thursday, May 9, 2024. During the conference call the Company will discuss fiscal 2024 third 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.
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
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).
3Shares outstanding calculated as of April 30, 2016.
4Adjusted Diluted Earnings Per Share (EPS) and earnings before interest, tax, depreciation, and amortization (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.

financial measures prepared in accordance with generally accepted accounting principles, please see the section of the accompanying tables titled "Non-GAAP Financial Information."
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 March 31,Nine months ended March 31,
U.S. tax preparation and related services:
Assisted tax preparation$1,534,825 $1,453,049 $1,622,430 $1,530,577 
Royalties141,915 150,163 153,070 161,337 
DIY tax preparation198,570 167,022 215,529 182,330 
Refund Transfers118,937 117,384 120,892 120,210 
Peace of Mind® Extended Service Plan16,813 16,750 59,100 58,840 
Tax Identity Shield®7,536 8,720 16,810 19,237 
Other12,065 10,972 32,637 28,845 
Total U.S. tax preparation and related services2,030,661 1,924,060 2,220,468 2,101,376 
Financial services:
Emerald Card® and SpruceSM
41,160 44,358 61,493 68,448 
Interest and fee income on Emerald AdvanceSM
21,169 33,750 36,702 47,267 
Total financial services62,329 78,108 98,195 115,715 
International68,264 69,417 158,398 156,297 
Wave23,580 22,064 70,656 66,651 
Total revenues$2,184,834 $2,093,649 $2,547,717 $2,440,039 
Compensation and benefits:
Field wages510,299 480,779 650,529 618,656 
Other wages75,356 73,503 222,125 207,786 
Benefits and other compensation99,653 100,368 170,964 169,477 
685,308 654,650 1,043,618 995,919 
Occupancy119,364 118,111 319,843 316,874 
Marketing and advertising194,349 210,508 211,135 236,299 
Depreciation and amortization30,672 32,313 91,004 98,660 
Bad debt41,008 34,273 67,560 57,018 
Other185,929 179,292 360,111 363,081 
Total operating expenses1,256,630 1,229,147 2,093,271 2,067,851 
Other income (expense), net5,224 13,224 20,982 21,020 
Interest expense on borrowings(26,070)(22,298)(63,304)(57,107)
Pretax income907,358 855,428 412,124 336,101 
Income taxes215,772 209,351 72,527 78,254 
Net income from continuing operations691,586 646,077 339,597 257,847 
Net loss from discontinued operations(849)(2,648)(2,097)(6,418)
Net income$690,737 $643,429 $337,500 $251,429 
Continuing operations$4.87 $4.14 $2.34 $1.62 
Discontinued operations(0.01)(0.02)(0.02)(0.04)
Consolidated$4.86 $4.12 $2.32 $1.58 
WEIGHTED AVERAGE DILUTED SHARES141,540 155,561 144,594 158,488 
Adjusted diluted EPS (1)
$4.94 $4.20 $2.54 $1.80 
$964,100 $910,039 $566,432 $491,868 
(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 ofMarch 31, 2024June 30, 2023
Cash and cash equivalents$794,617 $986,975 
Cash and cash equivalents - restricted18,078 28,341 
Receivables, net346,784 59,987 
Prepaid expenses and other current assets105,873 112,183 
Total current assets1,265,352 1,187,486 
Property and equipment, net139,542 130,015 
Operating lease right of use assets392,091 438,299 
Intangible assets, net277,218 277,043 
Goodwill787,634 775,453 
Deferred tax assets and income taxes receivable287,810 211,391 
Other noncurrent assets63,675 52,571 
Total assets$3,213,322 $3,072,258 
Accounts payable and accrued expenses$247,109 $159,901 
Accrued salaries, wages and payroll taxes238,864 95,154 
Accrued income taxes and reserves for uncertain tax positions351,721 271,800 
Operating lease liabilities185,396 205,391 
Deferred revenue and other current liabilities220,466 206,536 
Total current liabilities1,243,556 938,782 
Long-term debt1,490,570 1,488,974 
Deferred tax liabilities and reserves for uncertain tax positions277,957 264,567 
Operating lease liabilities214,990 240,543 
Deferred revenue and other noncurrent liabilities116,055 107,328 
Total liabilities3,343,128 3,040,194 
Common stock, no par, stated value $.01 per share1,709 1,789 
Additional paid-in capital753,605 770,376 
Accumulated other comprehensive loss(46,336)(37,099)
Retained deficit(200,296)(48,677)
Less treasury shares, at cost(638,488)(654,325)
Total stockholders' equity (deficiency)(129,806)32,064 
Total liabilities and stockholders' equity$3,213,322 $3,072,258

Nine months ended March 31,20242023
Net income$337,500 $251,429 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization91,004 98,660 
Provision for credit losses61,359 49,174 
Deferred taxes(58,223)6,685 
Stock-based compensation25,310 26,785 
Changes in assets and liabilities, net of acquisitions:
Prepaid expenses, other current and noncurrent assets(18,037)(17,438)
Accounts payable, accrued expenses, salaries, wages and payroll taxes223,045 122,025 
Deferred revenue, other current and noncurrent liabilities12,483 22,054 
Income tax receivables, accrued income taxes and income tax reserves93,961 179,692 
Other, net(32)(3,285)
Net cash provided by operating activities420,264 498,386 
Capital expenditures(53,831)(56,661)
Payments made for business acquisitions, net of cash acquired(43,163)(47,740)
Franchise loans funded(18,815)(21,566)
Payments from franchisees12,884 14,963 
Other, net3,282 9,717 
Net cash used in investing activities(99,643)(101,287)
Repayments of line of credit borrowings(1,025,000)(970,000)
Proceeds from line of credit borrowings1,025,000 970,000 
Dividends paid(135,127)(133,762)
Repurchase of common stock, including shares surrendered(379,018)(365,852)
Other, net(6,358)(5,973)
Net cash used in financing activities(520,503)(505,587)
Effects of exchange rate changes on cash(2,739)(7,880)
Net decrease in cash and cash equivalents, including restricted balances(202,621)(116,368)
Cash, cash equivalents and restricted cash, beginning of period1,015,316 1,050,713 
Cash, cash equivalents and restricted cash, end of period$812,695 $934,345 
Income taxes paid (received), net$35,888 $(110,028)
Interest paid on borrowings66,464 59,429 
Accrued additions to property and equipment1,477 4,378 
New operating right of use assets and related lease liabilities139,872 131,949 
Accrued dividends payable to common shareholders44,648 44,163
(in 000s)
Three months ended March 31,Nine months ended March 31,
Net income - as reported$690,737 $643,429 $337,500 $251,429 
Discontinued operations, net849 2,648 2,097 6,418 
Net income from continuing operations - as reported691,586 646,077 339,597 257,847 
Add back:
Income taxes215,772 209,351 72,527 78,254 
Interest expense26,070 22,298 63,304 57,107 
Depreciation and amortization30,672 32,313 91,004 98,660 
272,514 263,962 226,835 234,021 
EBITDA from continuing operations$964,100 $910,039 $566,432 $491,868 
(in 000s, except per share amounts)
Three months ended March 31,Nine months ended March 31,
Net income from continuing operations - as reported$691,586 $646,077 $339,597 $257,847 
Amortization of intangibles related to acquisitions (pretax)12,869 13,011 37,693 38,546 
Tax effect of adjustments (1)
Adjusted net income from continuing operations$701,622 $655,898 $368,475 $287,195 
Diluted earnings per share from continuing operations - as reported$4.87 $4.14 $2.34 $1.62 
Adjustments, net of tax0.07 0.06 0.20 0.18 
Adjusted diluted earnings per share from continuing operations$4.94 $4.20 $2.54 $1.80 
(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.