10-K – 2025-08-15 – R17.htm

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Stock-Based Compensation

12 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]
 

Stock-Based Compensation
NOTE 8: STOCK-BASED COMPENSATION
We have a stock-based Long Term Incentive Plan (Plan), under which we can grant stock options, restricted shares, performance-based share units, restricted share units, deferred stock units and other forms of equity to employees, non-employee directors and consultants. Stock-based compensation expense and related tax items are as follows:

(in 000s)
Year ended June 30, 2025 2024 2023
Stock-based compensation expense $ 32,503   $ 34,277  $ 31,326 
Tax benefit 11,621   11,567  7,386 
Realized tax benefit 12,942   10,939  6,942 

As of June 30, 2025, we had 8.4 million shares reserved for future awards under our Plan. We issue treasury shares to satisfy the exercise or vesting of stock-based awards and believe we have adequate treasury shares available for future issuances.
We measure the fair value of restricted share units (other than performance-based share units) based on the closing price of our common stock on the grant date. We measure the fair value of performance-based share units based on the Monte Carlo valuation model, taking into account, as necessary, those provisions of the performance-based share units that are characterized as market conditions. We generally expense the grant-date fair value, net of estimated forfeitures, over the vesting period on a straight-line basis.
Options and restricted share units (other than performance-based share units) granted to employees typically vest pro-rata based upon service over a three-year period with a portion vesting each year. Performance-based share units granted to employees typically cliff vest at the end of a three-year period based upon satisfaction of both service-based and performance-based requirements. The number of performance-based share units that ultimately vest can range from zero up to 200 percent of the number granted, based on the form of the award, which can vary by year of grant. The performance metrics for these awards typically consist of earnings before interest, taxes, depreciation and amortization (EBITDA), total shareholder return or our stock price. Deferred stock units granted to non-employee directors vest when they are granted and are settled six months after the director separates from service as a director of the Company, except in the case of death.
All share units granted to employees and non-employee directors receive cumulative dividend equivalents to the extent of the units ultimately vesting at the time of distribution. Options granted under our Plan have a maximum contractual term of ten years.
A summary of restricted share units and deferred stock units, including those that are performance-based, for the year ended June 30, 2025, is as follows:

(shares in 000s)
Restricted Share Units and Deferred Stock Units
Performance-Based
Share Units
Shares Weighted-Average
Grant Date 
Fair Value Shares Weighted-Average
Grant Date 
Fair Value
Outstanding, beginning of the year 1,867   $ 33.31   1,021   $ 37.91  
Granted (1)
463   63.09   640   66.79  
Released (598) 37.03   (863) 27.97  
Forfeited (134) 47.07   (106) 48.02  
Outstanding, end of the year 1,598   $ 39.10   692   $ 52.57  

(1)     Includes adjustments for performance achievement and dividend equivalents.
The total fair value of shares vesting during fiscal years 2025, 2024 and 2023 was $46.3 million, $39.1 million and $33.6 million, respectively. As of June 30, 2025, we had $41.3 million of total unrecognized compensation cost related to these shares. This cost is expected to be recognized over a weighted-average period of two years.
When valuing our performance-based share units on the grant date, we typically estimate the expected volatility using historical volatility for H&R Block, Inc. and selected comparable companies. The dividend yield is calculated based on the current dividend and the market price of our common stock on the grant date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve in effect on the grant date. Both expected volatility and the risk-free interest rate are based on a period that approximates the expected term. The following assumptions were used to value performance-based share units using the Monte Carlo valuation model during the periods:

Year ended June 30, 2025 2024 2023
Expected volatility 14.95% - 109.03%
10.17% - 157.11%
24.80% - 163.58%

Expected term 3 years 3 years 3 years
Dividend yield (1)
0%
0%
0%

Risk-free interest rate 3.77%
4.54  %  3.43%

Weighted-average fair value $ 67.09   $ 44.06 $ 48.58 

(1) The valuation model assumes that dividends are reinvested by the Company on a continuous basis.

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- Definition The entire disclosure for share-based payment arrangement.

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