H&R Block Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 19, 2025, H&R Block, Inc. (the "Company") and Block Financial LLC ("Block Financial") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, PNC Capital Markets LLC, and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the "Underwriters"), providing for the issuance and sale by Block Financial of $350.0 million principal amount of its 5.375% Notes due 2032 (the "Notes"), which will be fully and unconditionally guaranteed by the Company. The closing of the sale of the Notes is expected to occur on August 26, 2025. The offering of the Notes was registered under the Securities Act of 1933 (the "Securities Act"), as amended, pursuant to a shelf registration statement on Form S-3ASR (File No. 333-281584), which became effective upon filing, as supplemented by the prospectus supplement dated August 19, 2025, previously filed with the Securities Exchange Commission under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and Block Financial, conditions to closing, indemnification obligations of the Company, Block Financial and the Underwriters, and termination and other customary provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated August 19, 2025, by and among H&R Block, Inc. and Block Financial LLC and J.P. Morgan Securities LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein. | |
| 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 25, 2025 | By: | /s/ Katharine M. Haynes |
| Katharine M. Haynes | |||
| Vice President and Corporate Secretary | |||