Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2024 vs FY2023

Data security breaches, failures, or other incidents could damage our reputation and business. Our business relies upon receiving, processing, storing, and transmitting sensitive information relating to our operations, [removed: employees,] [added: associates,] and [removed: customers.][added: clients.]

[added: We anticipate that unauthorized parties will continue to attempt to obtain access to confidential information or to destroy data, often through the] introduction of computer viruses, ransomware or malware, cyber-attacks, and other means, which are constantly evolving and at times difficult to detect.

Those same parties may also attempt to fraudulently induce [removed: employees, customers,] [added: associates, clients,] vendors, or other users of our systems through phishing schemes or other social engineering methods to disclose sensitive information [removed: in order] to gain access to our data or that of our [removed: customers.][added: clients or their customer/members.]

We are also subject to the risk that our [removed: employees] [added: associates] may intercept and transmit unauthorized confidential or proprietary information or that [removed: employee] corporate-owned computers [added: used by associates] are stolen, or [removed: customer] [added: client] data media is lost in shipment.

An interception, [removed: misuse] [added: misuse,] or mishandling of personal, confidential, or proprietary information being sent to or received from a [removed: customer] [added: client] or third party could result in legal liability, remediation costs, regulatory action, and reputational harm, any of which could adversely affect our results of operations and financial condition.

We anticipate that attempts to attack our systems, services, and infrastructure, and those of our [removed: customers] [added: clients, third-party service providers] and [added: other] vendors, may grow in [removed: frequency and sophistication.]

Advances in computer capabilities, new discoveries in the field of cryptography, [added: the use of artificial intelligence,] or other events or developments may render our security measures inadequate.

Security risks may result in liability to our [removed: customers] [added: clients] or other third parties, damage to our reputation, and may deter financial institutions from purchasing our products.

We cannot ensure that any limitation-of-liability provisions in our [removed: customer] [added: client] and user agreements, contracts with third-party vendors, or other contracts are sufficient to protect us from liabilities or damages with respect to claims relating to a security breach or similar matters.

Failure to maintain sufficient technological infrastructure or an operational failure in our outsourcing facilities could expose us to damage claims, increase regulatory scrutiny, and cause us to lose [removed: customers.] [added: clients.] Our products and services require substantial investments in technological infrastructure, and we have experienced significant growth in the number of users, transactions, and data that our technological infrastructure supports.

If we fail to adequately invest in and support our technological infrastructure and processing capacity, we may not be able to support our [removed: customers’] [added: clients’] processing needs and may be more susceptible to interruptions and delays in services.

Damage or destruction that interrupts our outsourcing operations could cause delays and failures in [removed: customer] processing which could hurt our relationship with [removed: customers,] [added: clients,] damage our reputation, expose us to damage claims, and cause us to incur substantial additional expense to relocate operations and repair or replace damaged equipment.

Any significant interruption of service could reduce revenue, have a negative impact on our reputation, result in damage claims, lead our present and potential [removed: customers] [added: clients] to choose other service providers, and lead to increased regulatory scrutiny of the critical services we provide to financial institutions, with resulting increases in compliance burdens and costs.

[added: In addition, we rely on various third parties to] process transactions and provide services in support of the processing of transactions and funds settlement for certain of our products and services that we cannot provide ourselves.

Failures of third-party service providers we rely upon could lead to financial loss. We rely on [removed: third party] [added: third-party] service providers to support key portions of our operations.

We also rely on [removed: third party] [added: third-party] service providers to provide part, or all of, certain services we deliver to [removed: customers.][added: clients.]

As we continue to move more computing, storage, and processing services out of our data centers and facilities and into third-party hosting environments, our reliance on [removed: these providers and their systems will increase.]

A failure of these services by a third party could have a material impact upon our delivery of services to our [removed: customers.][added: clients.]

Such a failure could lead to damage claims, loss of [removed: customers,] [added: clients,] and reputational harm, depending on the duration and severity of the failure.

If a critical vendor is unable to meet our needs in a timely manner or if the services or products provided by such a vendor are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products quickly and cost-effectively, our [removed: customers] [added: clients] could be negatively impacted, and it could have a material adverse effect on our business.

New [removed: competitors] [added: competitors, including smaller start-ups,] regularly appear with new products, services, and technology for financial institutions.

If competitors offer more favorable pricing, payment or other contractual terms, warranties, or functionality, or otherwise attract our [removed: customers] [added: clients] or prevent us from capturing new [removed: customers,] [added: clients,] we may need to lower prices or offer other terms that negatively impact our results of operations in order to successfully compete.

Failure to achieve favorable renewals of service contracts could negatively affect our business. Our contracts with our [removed: customers] [added: clients] for outsourced data processing and electronic payment transaction processing services generally run for a period of [removed: seven or more] [added: six] years.

Renewal time presents our [removed: customers] [added: clients] with the opportunity to consider other providers or to renegotiate their contracts with us, including reducing the services we provide or negotiating the prices paid for our services.

We may experience increased costs for services from our third-party vendors due to inflation or other cost expansion, but because our [removed: customer] [added: client] contracts typically have longer terms than our vendor contracts, our ability to pass on those higher costs to [removed: customers] [added: clients] may be limited.

If inflation or costs outpace our contractual ability to adjust pricing during the contractual terms of our [removed: customer] [added: client] contracts, our revenues and profit margins could be negatively impacted.

If we fail to adapt our products and services to changes in technology and the markets we serve, we could lose existing [removed: customers] [added: clients] and be unable to attract new business. The markets for our products and services are characterized by changing [removed: customer] [added: client] and regulatory requirements and rapid technological changes.

If we are unable to develop or acquire new products and services [removed: as planned,] [added: to address the needs of our clients,] or if we fail to sell [removed: our] [added: the] new or enhanced products and [removed: services,] [added: services in which] we [added: have invested, we] may incur unanticipated expenses or fail to achieve anticipated revenues, as well as lose prospective sales.

Software defects or problems with installations [added: and updates] may harm our business and reputation and expose us to potential liability. Our software products are complex and may contain undetected defects, especially in connection with newly released products and software updates.

We may also experience difficulties in installing or integrating our products on systems used by our [removed: customers.][added: clients.]

Defects in our software, installation problems or delays, or other difficulties could result in negative publicity, loss of revenues, loss of competitive position, or claims against us by [removed: customers.][added: clients.]

Expansion of services to non-traditional [removed: customers] [added: clients] could expose us to new risks. We have expanded our services to business lines that are marketed outside our traditional, regulated, and litigation-averse base of financial institution [removed: customers.][added: clients.]

These non-regulated [removed: customers] [added: clients] may entail greater operational, credit, and litigation risks than we have faced before and could result in increases in bad debts and litigation costs.

The software and services we provide to our [removed: customers] [added: clients] are subject to government regulation that could hinder the development of our business, increase costs, or impose constraints on the way we conduct our [removed: operations.][added: operations. The financial services industry is subject to extensive and complex federal and state regulation.]

As a supplier of software and services to financial institutions, portions of our operations are [removed: examined] [added: subject to ongoing supervision and examination] by the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, and the National Credit Union Association, among other regulatory agencies.

[removed: If we, or] [added: Failure by] third [removed: parties] [added: parties,] with whom we contract or partner, [removed: fail] to comply with [removed: applicable] regulations or [removed: guidelines, we] [added: guidelines] could [removed: be subject to regulatory actions and suffer] [added: also] harm [removed: to] our [removed: customer] relationships and reputation.

Such failures could require significant expenditures to correct and could negatively affect our ability to retain [removed: customers] [added: clients] and obtain new [removed: customers.][added: clients.]

Our [removed: customers] [added: clients] are also regulated entities, and actions by regulatory authorities could influence both the decisions they make concerning the purchase of data processing and other services and the timing and implementation of these decisions.

Our failure to provide compliant solutions could result in significant fines or consumer liability on our [removed: customers,] [added: clients,] for which we may bear ultimate liability.

The use, confidentiality, and security of private [removed: customer] [added: client] information is under increased scrutiny.

Our information systems rely on hardware, software, and other technological elements, whether developed in-house or provided by third parties, that occasionally need to be patched or updated to address existing or potential security vulnerabilities.

If these vulnerabilities are not remediated in a timely manner, our systems and data may be at risk of compromise or interruption.

Any such coordinated attacks, if successful, can lead to data loss and exfiltration, disruption to systems and services, and damage to our reputation as a secure financial technology company.

Like other financial institution service providers, we frequently face third-party attempts to discover and exploit system weaknesses or to circumvent our security measures.

frequency and sophistication.

these providers and their systems will increase.

We operate in a competitive business environment and our business will be adversely affected if we fail to compete effectively. We vigorously compete with a variety of software vendors and service providers in all our major product lines.

The use of emerging technologies like artificial intelligence, machine learning, and generative artificial intelligence could lead to unintended consequences and result in reputational harm and increased litigation. We continue to evaluate emerging technologies like artificial intelligence, machine learning, and generative artificial intelligence for incorporation into our business to augment our products and services.

Such technologies present unique business opportunities along with ever-changing legal and regulatory risks.

Both state and federal regulations relating to these emerging technologies are quickly and constantly evolving and may require significant resources to modify and maintain business practices to comply with U.S. laws, the nature of which cannot be determined at this time.

Our failure to accurately identify and address our responsibilities and liabilities in this new environment could negatively affect any solutions we develop incorporating such technology and could subject us to reputational harm, regulatory action, or litigation, which may harm our financial condition and operating results.

These same risks apply to our third-party service providers who are implementing these tools into the

products or services they provide to us.

Any failures to manage and mitigate these risks by these third-party service providers may negatively affect the products and services we provide our clients.

If patches or updates are not properly tested prior to installation, or are not properly installed, our systems and data may be at risk of compromise or interruption as a result of such failures.

We are routinely subject to the examination process with such regulators, which includes the identification of areas where we can improve our practices to better comply with the applicable regulations and guidelines.

If regulators identify significant issues, or if we fail to meet supervisory remediation expectations, we could be subject to regulatory actions that could harm our client relationships and reputation.

The unique data protection regulations issued by multiple agencies have created a fragmented series of

In addition, compliance with these laws and regulations may require changes to our technology and our internal processes and procedures, including the way that we handle, process, and store data, which could divert company resources and negatively impact growth opportunities.

We will also be affected by these regulations as a third-party provider to clients who are subject to such regulations and will seek our assistance in their compliance efforts.

A client who merges with, or is acquired by, an entity that is not our client, or a client that is closed by regulatory action, can lead to a reduction or loss of services and negatively impact our results of operation.

Other potential attacks include attempts to obtain unauthorized access to confidential information or destroy data, often through the

In addition, we rely on various third parties to

Competition may result in decreased demand or require price reductions or other concessions to customers, which could result in lower margins and reduce income. We vigorously compete with a variety of software vendors and service providers in all our major product lines.

The financial services industry is subject to extensive and complex federal and state regulation.

ability to service our customers and result in reductions in revenues and increased costs of operations.

The following section provides management's view of the Company's financial condition and results of operations and should be read in conjunction with the audited consolidated financial statements, and related notes included [added: elsewhere in this report.]

All dollar and share amounts, except per share amounts, are in thousands and discussions compare fiscal [removed: 2023] [added: 2024] to fiscal [removed: 2022.][added: 2023.]

Discussions of fiscal [removed: 2021] [added: 2022] items and comparisons between fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2022.][added: 2023.]

Jack Henry & Associates, Inc. is a well-rounded financial technology company headquartered in Monett, Missouri, that employs approximately [removed: 7,120] [added: 7,170] full-time and part-time [removed: employees] [added: associates] nationwide, and is a leading provider of technology solutions and payment processing services primarily to community and regional financial institutions.

Our solutions serve [removed: over] [added: approximately] 7,500 [removed: customers] [added: clients] and consist of integrated data processing systems solutions to banks ranging from de novo to multi-billion-dollar institutions with assets up to $50 billion, core data processing solutions for credit unions of all sizes, and non-core highly specialized core-agnostic products and services that enable financial institutions of every asset size and charter, and diverse corporate entities outside the financial services industry, to mitigate and control risks, optimize revenue and growth opportunities, and contain costs.

Each of our solutions shares the fundamental commitment to provide high-quality business systems, service levels that consistently exceed [removed: customer] [added: client] expectations, and integration of solutions and practical new technologies.

The quality of our solutions, our high service standards, and the fundamental way we do business typically foster long-term [removed: customer] [added: client] relationships, attract prospective [removed: customers,] [added: clients,] and have enabled us to capture substantial market share.

We perform data conversions, software implementations, initial and ongoing [removed: customer] [added: client] training, and ongoing [removed: customer] [added: client] support services.

We believe our primary competitive advantage is [removed: customer] [added: client] service.

Our support infrastructure and strict standards provide service levels [removed: we believe to be the highest in the markets we serve and] [added: that] generate high levels of [removed: customer] [added: client] satisfaction and retention.

We consistently measure [removed: customer] [added: client] satisfaction using a variety of surveys, such as an annual survey on the [removed: customer's] [added: client's] anniversary date and randomly-generated surveys initiated each day by routine support requests.

Dedicated surveys are also used to grade specific aspects of our [removed: customer] [added: client] experience, including product implementation, education, and consulting services.

Our two primary revenue streams are "services and support" and "processing." Services and support includes: "private and public cloud" fees that predominantly have contract terms of [removed: seven] [added: six] years [removed: or longer] at inception; "product delivery and services" revenue, which includes revenue from the sales of licenses, implementation services, deconversion fees, consulting, and hardware; and "on-premise support" revenue, composed of maintenance fees which primarily contain annual contract terms.

FISCAL [removed: 2023] [added: 2024] COMPARED TO FISCAL [removed: 2022][added: 2023]

On August 31, 2022, the Company acquired all of the equity interest in [removed: Payrailz, LLC ("Payrailz").][added: Payrailz.]

[added: Excluded] Payrailz related revenue and operating expenses [added: that are] mentioned in the discussion below are for the [removed: 10] [added: first two] months [removed: from] [added: only of fiscal year ended June 30, 2024, since] the [removed: date] [added: first two months] of [removed: acquisition through our] fiscal year ended June 30, [removed: 2023.][added: 2023, do not include Payrailz.]

Reducing total revenue for deconversion [removed: fees] [added: revenue] of [removed: $31,775] [added: $16,554] in the current fiscal year and [removed: $53,279] [added: $31,775] in the prior fiscal year, and for Payrailz related revenue of [removed: $8,482] [added: $1,945] in the current fiscal year, results in [removed: an 8%] [added: a 7.4%] increase, or [removed: $147,840.][added: $151,117.]

This increase was primarily driven by growth [removed: in data processing and hosting and] [added: within] card [removed: processing revenue, as new customers were added] [added: revenue] and [added: payment processing within remittance revenue.]

Operating expenses increased [removed: 9%] [added: 8.1%, or $129,138,] in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023.]

Reducing total operating expenses for deconversion costs of [removed: $4,261] [added: $3,408] in the current fiscal year and [removed: $6,277] [added: $4,261] in the prior fiscal year, and for [added: VEDIP related costs of $16,443 and] Payrailz related expenses of [removed: $22,467,] [added: $4,182, in the current fiscal year,] and [added: excluding the impact of the] gain on [added: sale of] assets, net, of $4,567 in the [removed: current] [added: prior] fiscal year, results in [removed: an 8%] [added: a 6.6%] increase, or [removed: $112,864.][added: $104,798.]

This increase was primarily due to higher personnel costs, [removed: including commissions and benefits expenses,] increased direct costs consistent with increases in the related revenue, [removed: amortization of intangible assets,] and internal licenses and [removed: fees.][added: fees from price increases and higher deployments in the current fiscal year.]

We move into fiscal [removed: 2024] [added: 2025] following strong performance in fiscal [removed: 2023.][added: 2024.]

Our [removed: customers] [added: clients] continue to face regulatory and operational challenges which our products and services address, and in these times, they have an even greater need for our solutions that directly address institutional profitability, efficiency, and security.

We believe our strong balance sheet, access to extensive lines of credit, the strength of our existing product line and an unwavering commitment to superior [removed: customer] [added: client] service position us well to address current and future opportunities.

A detailed discussion of the major components of the results of operations for the fiscal year ended June 30, [removed: 2023] [added: 2024] compared to the fiscal year ended June 30, [removed: 2022] [added: 2023] follows.

| Services and support | | | $ | [removed: 1,214,701] [added: 1,275,954] | | | | | $ | [removed: 1,156,365] [added: 1,214,701] | | | | | [removed: 5%] [added: 5.0%] | | |

| Percentage of total revenue | | | 58% | | | | | | [removed: 60%] [added: 58%] | | | | | | | | |

Services and support includes: "private and public cloud" [removed: fees that] [added: fees, which] predominantly have contract terms of [removed: seven] [added: six] years [removed: or greater] at inception; "product delivery and services" revenue, which includes revenue from the sales of licenses, implementation services, deconversion fees, consulting, and hardware; and "on-premise support" revenue, which is composed primarily of maintenance fees with annual contract terms.

In the fiscal year ended June 30, [removed: 2023,] [added: 2024,] services and support revenue increased [removed: 5%] [added: 5.0%] compared to the prior fiscal year.

Reducing total services and support revenue by deconversion [removed: fees] [added: revenue] for each year, which totaled [removed: $31,775] [added: $16,554] in fiscal [removed: 2023] [added: 2024] and [removed: $53,279] [added: $31,775] in fiscal [removed: 2022,] [added: 2023,] and for Payrailz related revenue of [removed: $46] [added: $2] from the current fiscal year, services and support revenue grew [removed: 7%.][added: 6.5%.]

This increase was primarily driven by higher data processing and hosting [removed: fees] within [removed: private and public] cloud [removed: revenue resulting] [added: revenue, primarily] from [added: organic growth including the addition of] new [removed: customers being added] and [removed: volumes expanding.][added: migrating clients and expanding volumes.]

| Percentage of total revenue | | | 42% | | | | | | [removed: 40%] [added: 42%] | | | | | | | | |

Processing revenue increased [removed: 10%] [added: 8.9%] for the fiscal year ended June 30, [removed: 2023,] [added: 2024,] compared to the fiscal year ended June 30, [removed: 2022.][added: 2023.]

Reducing total processing revenue by Payrailz related revenue of [removed: $8,436] [added: $1,943] from the current fiscal year, processing revenue grew [removed: 9%.][added: 8.6%.]

This increase was driven by growth in card [removed: processing, payment] processing [removed: (including iPay),] [added: primarily from expanded fraud detection and prevention services and growth in the addition of new/add-on services,] digital revenue (including [removed: Banno),] [added: Banno) through growth in active monthly users] and [removed: other] [added: increased volumes as well as the introduction and ramping up of new add-on products, payment] processing [removed: fee revenues,] [added: revenues] as new [removed: customers were added,] [added: clients increased and] the active user base [removed: expanded,] and transaction volumes [removed: increased.][added: expanded, and higher remote capture and ACH revenues.]

| Cost of revenue | | | $ | [removed: 1,219,062] [added: 1,299,477] | | | | | $ | [removed: 1,128,614] [added: 1,219,062] | | | | | [removed: 8%] [added: 6.6%] | | |

| Percentage of total revenue | | | 59% | | | | | | [removed: 58%] [added: 59%] | | | | | | | | |

Cost of revenue for fiscal [removed: 2023] [added: 2024] increased [removed: 8%] [added: 6.6%] compared to fiscal [removed: 2022.][added: 2023.]

Reducing total cost of revenue for deconversion costs of [removed: $2,046] [added: $2,231] in the current fiscal year and [removed: $3,793] [added: $2,046] in the prior fiscal year, and for Payrailz related costs of [removed: $18,193] [added: $3,334] in the current fiscal year, results in a [removed: 7%] [added: 6.3%] increase.

This increase was driven by higher direct costs consistent with increases in the related revenue, higher [removed: personnel costs, including benefits expenses,] [added: internal licenses] and [added: fees from price increases and higher deployments in the current fiscal year, and] increased [removed: amortization of intangible assets.][added: personnel costs.]

In fiscal 2024, total revenue increased 6.6% or $137,841, compared to fiscal 2023.

This increase was

primarily driven by growth in data processing and hosting within cloud revenue as new clients were added and volumes expanded, card processing revenue from expanded fraud detection and prevention services and the addition of new/add-on services, digital (including Banno) revenue as active monthly users and volumes increased, payment processing revenue from expanding volumes and new client revenue, and growth in remote capture and ACH revenue.

The VEDIP program was a Company voluntary separation program offered to certain eligible associates beginning in July 2023.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| Processing | | | $ | 939,589 | | | | | $ | 863,001 | | | | | 8.9% | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

This increase is primarily due to higher cloud consumption, net of capitalization, increased personnel costs, including Payrailz acquisition and Jack Henry Platform costs, net of capitalization.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

Interest income increased over the prior fiscal year due to increased interest earned on balances fiscal year over fiscal year.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

The increase in the Company's effective tax rate in fiscal 2024 compared to fiscal 2023 was the result of changes in uncertain tax positions for periods open under the statute of limitations in the current fiscal year.

This increase is partially offset by greater benefits received from research and development tax credits during the current fiscal year.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

The Company evaluates the performance of its segments and allocates resources to them based on various factors, including performance against trend, budget, and forecast.

Only revenue and costs of revenue are considered in the evaluation for each segment.

| Revenue | | | $ | 690,738 | | | | | 6.4% | | | | | | $ | 649,045 | |

| Cost of Revenue | | | $ | 287,349 | | | | | 3.8% | | | | | | $ | 276,818 | |

Deconversion and/or acquisition costs did not significantly affect Core cost of revenue fiscal year over fiscal year.

| | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| Revenue | | | $ | 817,708 | | | | | 6.6% | | | | | | $ | 767,309 | |

| Cost of Revenue | | | $ | 442,084 | | | | | 5.0% | | | | | | $ | 420,880 | |

| | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| Revenue | | | $ | 618,211 | | | | | 5.9% | | | | | | $ | 583,586 | |

| Cost of Revenue | | | $ | 256,007 | | | | | 7.7% | | | | | | $ | 237,758 | |

Deconversion and/or acquisition costs did not significantly affect Complementary cost of revenue fiscal year over fiscal year.

| | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| Revenue | | | $ | 88,886 | | | | | 14.3% | | | | | | $ | 77,762 | |

| Cost of Revenue | | | $ | 314,037 | | | | | 10.7% | | | | | | $ | 283,606 | |

Deconversion and/or acquisition costs did not significantly affect Corporate and Other cost of revenue fiscal year over fiscal year.

| | | | 2024 | | | | | | 2023 | | |

Cash provided by operating activities for fiscal 2024 increased 48.9% compared to fiscal 2023, primarily due to higher than historical collections in fiscal 2024 of annual maintenance billings related to fiscal year 2025 and to an overpayment of income taxes in fiscal 2023, which led to lower cash taxes paid in fiscal 2024.

Financing activities used cash of $301,835 for fiscal 2024 and included: $155,877 for dividends paid to stockholders; borrowing and repayments on our credit facilities which netted to repayments of $125,000; and $28,055 for the purchase of treasury shares.

In July 2023, the Company conducted a voluntary separation program for certain eligible associates that included a VEDIP payment for the eligible associates who chose to participate in the program.

The Company made payments associated with the VEDIP program in the approximate amount of $16,443 from July 2023 through December 2023, including immaterial payments continuing into calendar 2024.

*Credit facilities*

We currently anticipate that we will be able to repay the remaining outstanding balance under the term loan prior to its maturity using cash generated by our operations or borrowings under our revolving credit facility.

elsewhere in this report.

In fiscal 2023, total revenue increased 7% or $134,818, compared to fiscal 2022.

volumes expanded, payment processing revenues, digital revenues (including Banno), as new customers were added and active users increased, and software usage and subscription fee revenues, as more customers chose time-based licenses rather than perpetual, compared to the prior fiscal year.

| | | | 2023 | | | | | | 2022 | | | | | | | | |

Growth in software usage and subscription fee revenues, as more customers chose time-based licenses rather than perpetual, and hardware revenue also contributed to the increase.

| Processing | | | $ | 863,001 | | | | | $ | 786,519 | | | | | 10% | | |

This consistency reflects our continuing commitment to control costs.

Interest income fluctuated due to changes in invested balances and yields on invested balances.

The decrease in the Company's effective tax rate in fiscal 2023 compared to fiscal 2022 was primarily the result of a decrease in the state tax rate applied to net deferred tax liabilities and an increase in rate benefit received from research and development credits.

During fiscal 2023, the Company transferred a product, Remit, from the Complementary segment to the Payments segment, due to better alignment with the Payments segment.

Revenue reclassed for the fiscal year ended June 30, 2022, was $12,049.

Cost of revenue reclassed for the fiscal year ended June 30, 2022, was $2,059.

Immaterial adjustments were also made in fiscal 2023 to reclassify cost of revenue that was recognized in fiscal 2022 from the Complementary to the Payments and Corporate and Other segments.

Cost of revenue reclassed for the fiscal year ended June 30, 2022, from Complementary to Payments was $3,396, and from Complementary to Corporate and Other was $403.

| Revenue | | | $ | 656,164 | | | | | 5% | | | | | | $ | 622,442 | |

| Cost of Revenue | | | $ | 283,531 | | | | | 8% | | | | | | $ | 261,585 | |

segment revenue increased 8%.

Reducing total Core cost of revenue by deconversion costs from both fiscal years, which totaled $913 in fiscal 2023 and $1,719 in fiscal 2022, Core segment revenue increased 9% This increase was primarily due to increased direct costs associated with the organic growth in cloud revenue and personnel costs, including benefits expenses.

| Revenue | | | $ | 767,339 | | | | | 7% | | | | | | $ | 719,068 | |

| Cost of Revenue | | | $ | 423,474 | | | | | 10% | | | | | | $ | 386,409 | |

This increase was primarily driven by growth within card processing and payment processing revenues.

| Revenue | | | $ | 583,893 | | | | | 7% | | | | | | $ | 544,244 | |

| Cost of Revenue | | | $ | 239,044 | | | | | 6% | | | | | | $ | 226,229 | |

| Revenue | | | $ | 70,306 | | | | | 23% | | | | | | $ | 57,130 | |

| Cost of Revenue | | | $ | 273,013 | | | | | 7% | | | | | | $ | 254,391 | |

Reducing total Corporate and Other revenue by deconversion fees from both fiscal years, which totaled $278 in fiscal 2023 and $323 in fiscal 2022, Corporate and Other segment revenue also increased 23%.

Reducing total Corporate and Other cost of revenue by deconversion fees from both fiscal years, which totaled $23 in fiscal 2023 and $325 in fiscal 2022, and Payrailz related costs of $90, Corporate and Other segment cost of revenue also increased 7%.

| | | | 2023 | | | | | | 2022 | | |

Cash provided by operating activities for fiscal 2023 decreased 24% compared to fiscal 2022, primarily due to the change in current and deferred income taxes included within non-cash expenses above that were related to Internal Revenue Code (IRC) Section 174 tax law changes with respect to the treatment of research and development expenses, as indicated by the increase in cash taxes paid, fiscal year over fiscal year.

Financing activities used cash in fiscal 2022 of $310,492 and included $193,916 for the purchase of treasury shares and $139,070 for dividends paid to stockholders.

*Revolving credit facility*

On June 30, 2022, there was a $115,000 outstanding balance on the prior credit facility that was entered into on February 10, 2020.

The prior credit facility was a five-year senior, unsecured revolving credit facility.

The prior credit facility allowed for borrowings of up to $300,000, which could be increased by the Company to $700,000 at any time until maturity.

The prior credit facility was guaranteed by certain subsidiaries of the Company and was subject to various financial covenants that required the Company to maintain certain financial ratios as defined in the prior credit agreement.

The prior credit facility's termination date was February 10, 2025.

Borrowings under the term loan facility bear interest at a variable rate equal to (a) a rate based on an adjusted SOFR term rate or (b) an alternate base rate (the highest of (i) 0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day *plus* 0.50% per annum and (iv) the Adjusted Term SOFR Screen Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day for Dollars *plus* 0.75%), *plus* an applicable percentage in each case determined by the Company's leverage ratio.

Significant Judgments Used in the Application of the Guidance

Technology or service components from third parties are frequently included in or combined with our applications or service offerings.

Whether we recognize revenue based on the gross amount billed to the customer or the net amount retained involves judgment in determining whether we control the good or service before it is transferred to the customer.

We are currently exposed to credit risk on credit extended to [removed: customers] [added: clients] and interest [added: rate] risk on outstanding debt.

Based on the controls in place and the credit worthiness of the [removed: customer] [added: client] base, we believe the credit risk associated with the extension of credit to our [removed: customers] [added: clients] will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

We have [removed: $275,000] [added: $150,000] outstanding debt with variable interest rates as of June 30, [removed: 2023,] [added: 2024,] and a 1% increase in our borrowing rate would increase our annual interest expense by [removed: $2.75 million.][added: $1,500.]

For more than [removed: 47] [added: 48] years, we have provided technology solutions to help banks and credit unions innovate faster, strategically differentiate, and successfully compete while serving the evolving needs of their accountholders.

We empower [removed: over] [added: approximately] 7,500 financial institutions and diverse corporate entities with people-inspired innovation, personal service, and insight-driven [removed: solutions that help reduce the barriers to financial health.][added: solutions.]

This philosophy has always been part of [removed: our foundation and] the [removed: roots] [added: foundation] on which Jack Henry was built.

Our founders, Jack Henry and Jerry Hall, were committed to their community and believed they could help financial institutions better serve the needs of people and businesses using more [removed: modern] [added: innovative] technology and services.

[removed: While much has changed since we opened for business in 1976, we] [added: We] continue to be [removed: focused on helping community and regional financial institutions, and we are] guided by our founding principles: do the right thing, do whatever it takes, and have fun.

We provide products and services primarily to community and regional financial [removed: institutions:][added: institutions (see "Our Industry" below):]

Our banking solutions support both on-premise and private cloud operating environments with [removed: functionally distinct] [added: functionality for] core processing platforms and integrated complementary solutions.

- Core credit union data processing solutions are provided to credit unions of all sizes, with a client base of [removed: over 710] [added: approximately 720] credit [removed: union customers.][added: unions.]

Our products and services provide our [removed: customers] [added: clients] with solutions that can be tailored to support their unique growth, service, operational, and performance goals.

Our well-rounded solutions also enable financial institutions to offer the high-demand products and services required by their [removed: customers] [added: accountholders] to compete more [removed: successfully,] [added: successfully] and to capitalize on evolving trends shaping the financial services industry.

We are committed to exceeding our [removed: customers’] [added: clients’] expectations.

We measure and monitor [removed: customer] [added: their] satisfaction using a variety of surveys, such as an annual survey on the [removed: customer's] [added: client's] anniversary date and randomly-generated online surveys initiated each day by routine support requests to ensure feedback is received throughout the year.

We [removed: are focused on establishing long-term customer relationships, continually expanding and strengthening those relationships] [added: do so] with cross sales of additional products and services that support our clients' strategy, earning new financial and non-financial clients, and ensuring our product offerings are highly competitive.

The majority of our [added: support and services] revenue is derived from [removed: support and services provided by] our private and public cloud services for our hosted [removed: customers] [added: clients] that are typically on a [removed: seven-year or greater] [added: six-year] contract, recurring electronic payment solutions that are [removed: also] generally on a contract term of [removed: seven years or greater,] [added: six years,] and our on-premise [removed: customers] [added: clients] that are typically on a one-year contract.

[added: Less predictable] software [added: license fees, paid by clients implementing our software] solutions on-premise, and hardware sales, including all non-software products that we re-market in order to support our software systems, complement our primary revenue sources.

We recognize that our associates and their collective [removed: contribution] [added: contributions] are ultimately responsible for Jack Henry's past, present, and future success.

Recruiting and retaining high-quality [removed: employees] [added: associates] is essential to our ongoing growth and financial performance, and we believe we have established an organizational culture that sustains high levels of [removed: employee] [added: associate] engagement.

Our core banking solutions [added: currently] serve commercial banks and savings institutions with up to $50 billion in assets.

According to the Federal Deposit Insurance Corporation (“FDIC”), there were approximately [removed: 4,660] [added: 4,540] commercial banks and savings institutions in [removed: this] [added: the less than $50 billion] asset range as of December 31, [removed: 2022,] [added: 2023,] and we currently support [added: over] 940 of these banks with one of our three core information processing platforms and [removed: complementary] [added: a significant number of complementary/payment] products and services.

According to [removed: the] [added: America's] Credit [added: Unions ("ACU") (formerly Credit] Union National [removed: Association (“CUNA”),] [added: Association),] there were [removed: more than 4,850] [added: approximately 4,700] domestic credit unions as of December 31, [removed: 2022,] [added: 2023,] and we currently support [removed: over 710] [added: approximately 720] of these credit unions with one flagship core information processing platform and [removed: complementary] [added: a significant number of complementary/payment] products and services.

We currently support [removed: over 7,500] [added: financial] institutions with specialized solutions for generating additional revenue and growth, increasing security, mitigating operational risks, and controlling operating costs.

The FDIC reports the number of commercial banks and savings institutions declined [removed: 17%] [added: 15%] from the beginning of calendar year [removed: 2017] [added: 2018] to the end of calendar year [removed: 2022,] [added: 2023,] due mainly to [removed: mergers.][added: mergers and acquisitions.]

Although the number of banks [removed: declined] [added: continued to decline] at a [removed: 4%] [added: 3%] compound annual rate during this period, aggregate assets increased at a compound annual rate of 6% and totaled [removed: $23.6] [added: $23.7] trillion as of December 31, [removed: 2022.][added: 2023.]

There were [removed: 15] [added: six] new bank charters issued in calendar year [removed: 2022,] [added: 2023,] compared to [removed: 10] [added: 15] in the [removed: 2021] [added: 2022] calendar year.

[removed: CUNA] [added: ACU] reports the number of credit unions declined [removed: 15%] [added: 14%] from the beginning of calendar year [removed: 2017] [added: 2018] to the end of calendar year [removed: 2022.][added: 2023.]

Although the number of credit unions declined at a 3% compound annual rate during this period, aggregate assets increased at a compound annual rate of 9% and totaled [removed: $2.2] [added: $2.3] trillion as of December 31, [removed: 2022.][added: 2023.]

Community and [removed: mid-tier banks and credit unions] [added: regional financial institutions] are vitally important to the communities, consumers, and businesses they [removed: serve.][added: serve as well as to the local economies where they operate.]

Bank customers and credit union members rely on these institutions to provide personalized, relationship-based service and competitive financial products and services available through the [removed: customer’s] [added: accountholders'] delivery channel of choice.

- Protect [removed: customers/members] [added: accountholders] with various security tools from fraud and related financial losses.

We strive to get to know our [removed: customers,] [added: clients,] understand their strategies and challenges, and provide innovative solutions that help them achieve short- and long-term success.

- Providing community and regional [removed: banks and credit unions] [added: financial institutions] with core processing systems that provide excellent functionality and support on-premise and private cloud delivery environments with identical functionality.

- Expanding each core [removed: customer] [added: client] relationship by cross-selling [removed: complementary] [added: complementary/payment] products and services that enhance the functionality provided by our core processing systems.

- [removed: Providing] [added: Delivering] non-core highly specialized core-agnostic [removed: complementary] [added: complementary/payment] products and services to financial institutions, including institutions not utilizing one of our core processing systems, and diverse corporate entities.

- Developing and deploying a long-term technology modernization strategy to provide public [removed: cloud native] [added: cloud-native] solutions that provide clients with greater flexibility, optionality, open integration, speed to market, and other benefits.

- [removed: Maintaining] [added: Upholding] a company-wide commitment to [removed: customer] service that consistently exceeds our [removed: customers’] [added: clients’] expectations and generates high levels of [removed: customer] retention.

- Building, maintaining, and enhancing a protected environment and tools that help our clients and [removed: us] [added: Jack Henry] protect [removed: customer] [added: accountholder] data, assets, and comply with regulations.

- Expand our suite of [removed: complementary] [added: complementary/payment] products and services.

- Provide products and services that can be sold to both existing core and non-core [removed: customers and] [added: clients as well as] outside our [added: core] base to new [removed: customers.][added: clients.]

- Accelerate our internal development [removed: efforts.][added: efforts for technology modernization.]

After [removed: 47] [added: 48] years in business, we have very few gaps in our product line, so it is increasingly difficult to find proven products or services that would enable our clients and prospects to better optimize their business opportunities or solve specific operational issues.

Since our founding in 1976, much has changed, but our commitment to supporting community and regional financial institutions remains unwavering.

- Core bank integrated data processing systems are provided to over 940 banks.

In total, we serve over 1,660 bank and credit union core clients and over 5,870 non-core clients.

The survey results are analyzed and provided to operational areas to ensure our service consistently exceeds our clients’ expectations.

We believe this process ensures we understand the Voice of the Customer which contributes to our excellent retention rates.

We are focused on establishing long-term client relationships, continually expanding and strengthening those relationships.

Our systems are designed to be capable of serving institutions with up to $100 billion in assets, and we complete annual, third-party testing to validate this capability each August.

Comparing calendar years 2023 to 2022, the number of transactions of FDIC-insured banks acquiring or merging with other banks or credit unions decreased 20%.

- Maintaining a disciplined acquisition strategy.

We are committed to developing and maintaining modern and integrated solutions supported by high service levels.

We continuously update and improve these solutions through an interactive client enhancement process, ensuring compliance with relevant regulations, and incorporating proven advances in technology.

Our goal is to uphold our Company's reputation as a premium solution and service provider.

increase and as additional complementary products are purchased.

We recorded capitalized software (in thousands) in fiscal 2024, 2023, and 2022 of $167,175, $166,120, and $148,239, respectively.

Jack Henry is also subject to periodic examinations by the Consumer Financial Protection Bureau (“CFPB”), which provides supervision and enforcement related to federal consumer financial laws applicable to some products and services offered by our clients.

*Our Associates*

We continue to concentrate efforts on assuring that all our associates feel like they belong at Jack Henry.

We are actively collaborating with our Business Innovation Groups ("BIGs") to foster a culture of belonging.

Their insights are crucial for sparking innovation and shaping strategies to attract and retain talent, ensuring our associates feel valued and connected.

A significant portion of the Company’s associates work remotely on either a full-time or hybrid remote/office basis.

When there is a critical skill

- Core bank integrated data processing systems are provided to 940 banks ranging from de novo to multi-billion-dollar institutions with assets of up to $50 billion.

The number of banks we serve has decreased in the last year due to acquisitions and mergers within the banking industry, which are discussed further under the heading "Our Industry" in this Item 1.

In total, we serve over 7,500 customers, over 1,650 of our core customers included in our bank and credit union customers listed above, and nearly 5,880 non-core customers.

The results of our survey process provide assurance that our service consistently exceeds our customers’ expectations and, we believe, contribute to our excellent customer retention rates.

Less predictable software license fees, paid by customers implementing our

Comparing calendar years 2022 to 2021, the number of mergers decreased 19%.

- Capitalizing on our acquisition strategy.

Our core banking

We strive to develop and maintain functionally robust, integrated solutions that are supported with high service levels, regularly updating and improving those solutions using an interactive customer enhancement process; ensuring compliance with relevant regulations; updated with proven advances in technology; and consistent with Jack Henry’s reputation as a premium solution and service provider.

configuration across multiple physical locations.

implementations that occur during the fiscal year.

- Enterprise Payment Solutions ("EPS") is a comprehensive payments engine.

iPay’s extensive application programming interface ("API") and hosted interfaces allow for multiple levels of integration by digital platforms and financial institutions.

iPay provides financial institutions with services and tools to increase adoption, support end-users and monitor fraud.

We recorded capitalized software in fiscal 2023, 2022, and 2021 of $166.1 million, $148.2 million, and $128.3 million, respectively.

Information and Cybersecurity

In our increasingly interconnected environment, information is inherently exposed to a growing number of risks, threats, and vulnerabilities.

As a provider of products and services to financial institutions, we use industry standard policies and procedures to process and store sensitive, personally identifiable information securely.

We prioritize

protecting our associates, clients, and their private data from the ever-evolving cyber threat environment and ensuring the resiliency of such information.

We have an established information and cybersecurity program maintained by a team of diverse, highly skilled cybersecurity professionals, as well as a portfolio of investments in modern technology including artificial intelligence and machine learning.

The program incorporates industry-standard frameworks, policies, and practices designed to protect the confidentiality and privacy of Jack Henry’s and our clients’ information.

Additionally, we maintain insurance that includes cybersecurity coverage.

In support of the program, our systems and services undergo regular reviews performed by the same regulatory agencies that review financial institutions: Consumer Financial Protection Bureau ("CFPB"), Federal Reserve Board ("FRB"), FDIC, NCUA, and the OCC, among others.

Reviews such as those by the Federal Banking agencies (a regulatory group comprised of the FDIC, FRB, and the OCC) assess and identify security gaps or flaws in controls and monitor the effectiveness of our security program.

Critical services provided to our clients are subject to annual System and Organization Controls ("SOC") reviews by independent auditors.

Information and cybersecurity leadership reports to the Risk and Compliance Board committee and the full Board of Directors quarterly, on information security and cybersecurity matters.

We continue to concentrate efforts on diversity, equity, inclusion, and belonging and continue to hire employees in the human resources function to focus on this important area.

We continue to engage our Business Innovation Groups (“BIGs”) to develop attraction and retention suggestions and practices that advance a diverse, equitable, and inclusive culture.

JHAnywhere, a BIG formed previously to provide community and resources for the then minority of employees working remotely, was discontinued in July 2023 due to the proliferation of remote work resulting from the COVID-19 pandemic to the extent that such efforts became a company-wide focus that went beyond the capacity of a single BIG to support.

Employees can learn about changes

For the fiscal year ended June 30, [removed: 2023][added: 2024]

| (State or Other Jurisdiction of Incorporation) | | | | | | [removed: (I.R.S] [added: (I.R.S.] Employer Identification No.) | | |

On December 31, [removed: 2022,] [added: 2023,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $12,739,269,127] [added: $11,835,584,815] (based on the closing stock price on Nasdaq on December 31, [removed: 2022).][added: 2023).]

As of August 15, [removed: 2023,] [added: 2024,] the Registrant had [removed: 72,935,131] [added: 72,908,319] shares of Common Stock outstanding ($0.01 par value).

Portions of the Company's Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Report to the extent stated herein.

Such Proxy Statement will be filed with the Securities and Exchange Commission ("SEC") within 120 days of the Company's fiscal year ended June 30, [removed: 2023.][added: 2024.]

| ITEM 1. | | | [removed: [BUSINESS](#ie22df9a0e3ab4c20872d6ce1f399e345_13)] [added: [BUSINESS](#i9bc9fba46aa149ddb0c94e49a83714b5_13)] | | | [removed: [5](#ie22df9a0e3ab4c20872d6ce1f399e345_13)] [added: [5](#i9bc9fba46aa149ddb0c94e49a83714b5_13)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#ie22df9a0e3ab4c20872d6ce1f399e345_16)] [added: FACTORS](#i9bc9fba46aa149ddb0c94e49a83714b5_16)] | | | [removed: [14](#ie22df9a0e3ab4c20872d6ce1f399e345_16)] [added: [14](#i9bc9fba46aa149ddb0c94e49a83714b5_16)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#ie22df9a0e3ab4c20872d6ce1f399e345_19)] [added: COMMENTS](#i9bc9fba46aa149ddb0c94e49a83714b5_19)] | | | [removed: [20](#ie22df9a0e3ab4c20872d6ce1f399e345_19)] [added: [20](#i9bc9fba46aa149ddb0c94e49a83714b5_19)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#ie22df9a0e3ab4c20872d6ce1f399e345_22)] [added: [PROPERTIES](#i9bc9fba46aa149ddb0c94e49a83714b5_22)] | | | [removed: [20](#ie22df9a0e3ab4c20872d6ce1f399e345_22)] [added: [21](#i9bc9fba46aa149ddb0c94e49a83714b5_22)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#ie22df9a0e3ab4c20872d6ce1f399e345_25)] [added: PROCEEDINGS](#i9bc9fba46aa149ddb0c94e49a83714b5_25)] | | | [removed: [20](#ie22df9a0e3ab4c20872d6ce1f399e345_25)] [added: [21](#i9bc9fba46aa149ddb0c94e49a83714b5_25)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#ie22df9a0e3ab4c20872d6ce1f399e345_28)] [added: DISCLOSURES](#i9bc9fba46aa149ddb0c94e49a83714b5_28)] | | | [removed: [20](#ie22df9a0e3ab4c20872d6ce1f399e345_28)] [added: [21](#i9bc9fba46aa149ddb0c94e49a83714b5_28)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ie22df9a0e3ab4c20872d6ce1f399e345_34)] [added: SECURITIES](#i9bc9fba46aa149ddb0c94e49a83714b5_34)] | | | [removed: [21](#ie22df9a0e3ab4c20872d6ce1f399e345_34)] [added: [22](#i9bc9fba46aa149ddb0c94e49a83714b5_34)] | | |

| ITEM 6. | | | [removed: [\[RESERVED\]](#ie22df9a0e3ab4c20872d6ce1f399e345_37)] [added: [\[RESERVED\]](#i9bc9fba46aa149ddb0c94e49a83714b5_37)] | | | [removed: [22](#ie22df9a0e3ab4c20872d6ce1f399e345_37)] [added: [23](#i9bc9fba46aa149ddb0c94e49a83714b5_37)] | | |

| ITEM 7. | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ie22df9a0e3ab4c20872d6ce1f399e345_40)] [added: OPERATIONS](#i9bc9fba46aa149ddb0c94e49a83714b5_40)] | | | [removed: [22](#ie22df9a0e3ab4c20872d6ce1f399e345_40)] [added: [24](#i9bc9fba46aa149ddb0c94e49a83714b5_40)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ie22df9a0e3ab4c20872d6ce1f399e345_61)] [added: RISK](#i9bc9fba46aa149ddb0c94e49a83714b5_61)] | | | [removed: [32](#ie22df9a0e3ab4c20872d6ce1f399e345_61)] [added: [32](#i9bc9fba46aa149ddb0c94e49a83714b5_61)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ie22df9a0e3ab4c20872d6ce1f399e345_64)] [added: DATA](#i9bc9fba46aa149ddb0c94e49a83714b5_64)] | | | [removed: [33](#ie22df9a0e3ab4c20872d6ce1f399e345_64)] [added: [33](#i9bc9fba46aa149ddb0c94e49a83714b5_64)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ie22df9a0e3ab4c20872d6ce1f399e345_163)] [added: DISCLOSURE](#i9bc9fba46aa149ddb0c94e49a83714b5_163)] | | | [removed: [60](#ie22df9a0e3ab4c20872d6ce1f399e345_163)] [added: [59](#i9bc9fba46aa149ddb0c94e49a83714b5_163)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ie22df9a0e3ab4c20872d6ce1f399e345_166)] [added: PROCEDURES](#i9bc9fba46aa149ddb0c94e49a83714b5_166)] | | | [removed: [60](#ie22df9a0e3ab4c20872d6ce1f399e345_166)] [added: [59](#i9bc9fba46aa149ddb0c94e49a83714b5_166)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#ie22df9a0e3ab4c20872d6ce1f399e345_169)] [added: INFORMATION](#i9bc9fba46aa149ddb0c94e49a83714b5_169)] | | | [removed: [60](#ie22df9a0e3ab4c20872d6ce1f399e345_169)] [added: [59](#i9bc9fba46aa149ddb0c94e49a83714b5_169)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ie22df9a0e3ab4c20872d6ce1f399e345_172)] [added: INSPECTIONS](#i9bc9fba46aa149ddb0c94e49a83714b5_172)] | | | [removed: [60](#ie22df9a0e3ab4c20872d6ce1f399e345_172)] [added: [59](#i9bc9fba46aa149ddb0c94e49a83714b5_172)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ie22df9a0e3ab4c20872d6ce1f399e345_178)] [added: GOVERNANCE](#i9bc9fba46aa149ddb0c94e49a83714b5_178)] | | | [removed: [61](#ie22df9a0e3ab4c20872d6ce1f399e345_178)] [added: [60](#i9bc9fba46aa149ddb0c94e49a83714b5_178)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ie22df9a0e3ab4c20872d6ce1f399e345_181)] [added: COMPENSATION](#i9bc9fba46aa149ddb0c94e49a83714b5_181)] | | | [removed: [61](#ie22df9a0e3ab4c20872d6ce1f399e345_181)] [added: [60](#i9bc9fba46aa149ddb0c94e49a83714b5_181)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ie22df9a0e3ab4c20872d6ce1f399e345_184)] [added: MATTERS](#i9bc9fba46aa149ddb0c94e49a83714b5_184)] | | | [removed: [61](#ie22df9a0e3ab4c20872d6ce1f399e345_184)] [added: [60](#i9bc9fba46aa149ddb0c94e49a83714b5_184)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ie22df9a0e3ab4c20872d6ce1f399e345_187)] [added: INDEPENDENCE](#i9bc9fba46aa149ddb0c94e49a83714b5_187)] | | | [removed: [61](#ie22df9a0e3ab4c20872d6ce1f399e345_187)] [added: [60](#i9bc9fba46aa149ddb0c94e49a83714b5_187)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#ie22df9a0e3ab4c20872d6ce1f399e345_190)] [added: SERVICES](#i9bc9fba46aa149ddb0c94e49a83714b5_190)] | | | [removed: [61](#ie22df9a0e3ab4c20872d6ce1f399e345_190)] [added: [60](#i9bc9fba46aa149ddb0c94e49a83714b5_190)] | | |

| ITEM 15 | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#ie22df9a0e3ab4c20872d6ce1f399e345_196)] [added: SCHEDULES](#i9bc9fba46aa149ddb0c94e49a83714b5_196)] | | | [removed: [62](#ie22df9a0e3ab4c20872d6ce1f399e345_196)] [added: [61](#i9bc9fba46aa149ddb0c94e49a83714b5_196)] | | |

| ITEM 16 | | | [FORM 10-K [removed: SUMMARY](#ie22df9a0e3ab4c20872d6ce1f399e345_199)] [added: SUMMARY](#i9bc9fba46aa149ddb0c94e49a83714b5_199)] | | | [removed: [64](#ie22df9a0e3ab4c20872d6ce1f399e345_199)] [added: [63](#i9bc9fba46aa149ddb0c94e49a83714b5_199)] | | |

| ITEM 1C. | | | [C](#i9bc9fba46aa149ddb0c94e49a83714b5_1721)[YBERSECURITY](#i9bc9fba46aa149ddb0c94e49a83714b5_1721) | | | [20](#i9bc9fba46aa149ddb0c94e49a83714b5_1721) | | |

| | | | | | | | | |

Cyber Risk Management and Strategy

In our increasingly interconnected environment, information is inherently exposed to a growing number of risks, threats, and vulnerabilities.

As a provider of products and services to financial institutions, Jack Henry integrates industry-standard frameworks, policies, and procedures to securely process and store sensitive information, prioritizing the protection of our associates, clients, and their private data from the ever-evolving cyber threat environment.

Jack Henry’s information and cybersecurity program is a key component of our overall enterprise risk management and is maintained by a team of diverse, highly skilled cybersecurity professionals, as well as a portfolio of investments in modern technology, including artificial intelligence and machine learning.

The program safeguards Jack Henry and client confidentiality and privacy by systematically identifying, assessing, and managing material risks and cybersecurity threats through use of comprehensive cyber defense, threat and vulnerability management, and cyber intelligence.

Our cybersecurity program includes continuous enterprise monitoring with well-defined and rehearsed business resilience and incident response procedures.

Further, we use third-party vendors and consultants to assist in identifying and assessing cybersecurity risks.

Jack Henry systems and services undergo regular reviews performed by the same regulatory agencies that review financial institutions: Federal Reserve Bank (“FRB”), FDIC, Office of the Comptroller of the Currency (“OCC”), NCUA, and the CFPB, among others.

Reviews such as those by the Federal Banking Agencies (comprised of the FDIC, FRB, and the OCC) assess and identify security gaps or flaws in controls.

Critical services provided to our clients are subject to annual System and Organization Controls (“SOC”) reviews by independent auditors.

Our associates and contractors play a vital role in the safeguarding of systems and data.

Associates and contractors complete mandatory annual security awareness training to ensure they stay abreast of the latest best practices and related cyber threats.

Additionally, we conduct routine phishing exercises to help associates and contractors identify and responsibly respond to suspicious emails.

Throughout the year, we target supplemental training and education to higher-risk individuals and teams.

Jack Henry relies on third-party service providers to deliver services and products to our clients, and we evaluate and attempt to mitigate the cybersecurity risks associated with the use of these third-party service providers.

We conduct evaluations and risk assessments of third-party service providers prior to engagement and on an ongoing periodic basis to ensure our standards for security are maintained.

Our strategic risk management committees review and address any identified risks.

In fiscal year 2024, we did not identify any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected our business strategy, results of operations, or financial condition.

As a large financial technology provider, we continually face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us and our business strategy, results of operations, or financial condition.

Despite our efforts to identify and respond to cybersecurity threats, we cannot ensure that we will not experience material cybersecurity incidents in the future or that we have not experienced an undetected incident.

For a full discussion of cybersecurity risks, see the section entitled “Risk Factors” in Item 1A.

Cyber Security Governance and Oversight

Our Board of Directors maintains ultimate oversight over risk functions but has delegated certain oversight responsibilities for enterprise and operational risks, including cybersecurity risk, to the Board’s Risk and Compliance Committee.

The Risk and Compliance Committee’s obligations include overseeing Jack Henry’s risk assessment and management programs and reviewing risk preparedness.

Our Audit Committee oversees financial risks and would also be informed of a material cybersecurity incident that could potentially have a material impact on our financial statements.

The Chief Information Security Officer (“CISO”) reports to the Risk and Compliance Committee and to the full Board of Directors on a quarterly basis on information security matters.

Additionally, the CISO meets with the Risk and Compliance Committee at least annually to evaluate our overall security environment and organization.

While the Board of Directors, through the Risk and Compliance Committee, maintains oversight for cybersecurity risks, management is primarily responsible for identifying, assessing, and managing material cybersecurity risks within our broader risk management program.

Management has established the Enterprise Risk Management Committee, headed by Company executives, to monitor the governance, risk, and compliance environment for Jack Henry, which includes review of cybersecurity risk.

Management has also adopted specific policies and processes to monitor cybersecurity threats and to mitigate such threats as they arise.

These policies and procedures include, among other things, an incident response program, which includes professionals with diverse backgrounds and skillsets, led by our CISO.

Our incident response team is designed to monitor and assess cyber and information security related incidents.

Any cybersecurity incidents that meet or exceed preestablished thresholds are escalated to management to establish the scope of the threat, apply mitigation and remediation efforts, and assess the need for disclosure to clients, third-party service providers, and regulators.

Our CISO, who reports directly to the Chief Risk Officer, has primary responsibility over Jack Henry’s overall information security strategy, policy, security engineering, operations, and cybersecurity threat detection and response.

Our CISO has more than 20 years of technology and cybersecurity experience, including previous senior leadership roles at major financial institutions.

The information security team, under the direction of the CISO, regularly monitors general cybersecurity trends and institutes preventative efforts and defensive measures to protect against cybersecurity threats.

We also own buildings in Allen, Texas; Birmingham, Alabama; Lenexa, Kansas; Angola, Indiana; Shawnee Mission, Kansas; [removed: Oklahoma City, Oklahoma;] and Springfield, Missouri.

Our owned facilities represent approximately [removed: 802,000] [added: 795,000] square feet of office space in [removed: six] [added: five] states.

We have [removed: 21] [added: 19] leased office facilities in [removed: 17] [added: 15] states, which total approximately [removed: 477,000] [added: 474,000] square feet.

[removed: All our] [added: The remaining] owned and leased office facilities are for normal business purposes.

Many of our [removed: customers] [added: clients] are located in communities that do not have an easily accessible commercial airline service.

Transportation costs for implementation and other [removed: customer] [added: client] services are billed to our [removed: customers.][added: clients.]

Of this total, approximately 54,700 square feet relates to our Elizabethtown, Kentucky leased office facility of which approximately 50,900 square feet is subleased.

On August 15, [removed: 2023,] [added: 2024,] there were approximately [removed: 311,805] [added: 344,699] holders of the Company’s common stock, including individual participants in security position listings.

The following shares of the Company were repurchased during the quarter ended June 30, [removed: 2023:][added: 2024:]

(1) Total stock repurchase authorizations approved by the Company's Board of Directors as of May 14, 2021 were for 35.0 million [removed: shares, which includes an authorization on that date of an additional 5.0 million] shares.

Under these authorizations, the Company has repurchased and not re-issued [removed: 31,194,351] [added: 31,372,959] shares and has repurchased and re-issued 9,384 shares.

The following chart presents a comparison for the five-year period ended June 30, [removed: 2023,] [added: 2024,] of the market performance of the Company’s common stock with the Standard & Poor's 500 ("S&P 500") Index and the Standard & Poor's Composite 1500 Software & Services ("S&P 1500 Software & Services") Index.

[removed: ][added: ]

| | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

This comparison assumes $100 was invested on June 30, [removed: 2018,] [added: 2019,] and assumes reinvestments of dividends.

| April 1 — April 30, 2024 | | | — | | | | | | $ | | | | | | — | | | | | | 3,667,497 | | |

| May 1 — May 31, 2024 | | | — | | | | | | $ | | | | | | — | | | | | | 3,667,497 | | |

| June 1 — June 30, 2024 | | | 49,840 | | | | | | $161.62 | | | | | | 49,840 | | | | | | 3,617,657 | | |

| Total | | | 49,840 | | | | | | $161.62 | | | | | | 49,840 | | | | | | 3,617,657 | | |

| JKHY | | | 100.00 | | | 138.88 | | | 124.80 | | | 138.92 | | | 130.65 | | | 131.34 | | |

| S&P 500 | | | 100.00 | | | 107.51 | | | 151.36 | | | 135.29 | | | 161.80 | | | 201.54 | | |

| S&P Composite 1500 Software & Services | | | 100.00 | | | 127.92 | | | 170.73 | | | 142.67 | | | 185.15 | | | 235.60 | | |

| April 1 - April 30, 2023 | | | — | | | | | | $ | | | | | | — | | | | | | 3,796,265 | | |

| May 1 - May 31, 2023 | | | — | | | | | | $ | | | | | | — | | | | | | 3,796,265 | | |

| June 1 - June 30, 2023 | | | — | | | | | | $ | | | | | | — | | | | | | 3,796,265 | | |

| Total | | | — | | | | | | $ | | | | | | — | | | | | | 3,796,265 | | |

| JKHY | | | 100.00 | | | 103.86 | | | 144.24 | | | 129.62 | | | 144.28 | | | 135.69 | | |

| S&P 500 | | | 100.00 | | | 110.42 | | | 118.70 | | | 167.13 | | | 149.39 | | | 178.66 | | |

| S&P Composite 1500 Software & Services | | | 100.00 | | | 120.01 | | | 153.51 | | | 204.88 | | | 171.21 | | | 222.19 | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ie22df9a0e3ab4c20872d6ce1f399e345_70)] [added: Firm](#i9bc9fba46aa149ddb0c94e49a83714b5_70)] | | | [removed: [34](#ie22df9a0e3ab4c20872d6ce1f399e345_70)] [added: [34](#i9bc9fba46aa149ddb0c94e49a83714b5_70)] | | |

| | | | [Management's Annual Report on Internal Control over Financial [removed: Reporting](#ie22df9a0e3ab4c20872d6ce1f399e345_73)] [added: Reporting](#i9bc9fba46aa149ddb0c94e49a83714b5_73)] | | | [removed: [36](#ie22df9a0e3ab4c20872d6ce1f399e345_73)] [added: [36](#i9bc9fba46aa149ddb0c94e49a83714b5_73)] | | |

| | | | [Consolidated Statements of [removed: Income,](#ie22df9a0e3ab4c20872d6ce1f399e345_76)] [added: Income,](#i9bc9fba46aa149ddb0c94e49a83714b5_76)] | | | | | |

| | | | Years Ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [37](#ie22df9a0e3ab4c20872d6ce1f399e345_76)] [added: [37](#i9bc9fba46aa149ddb0c94e49a83714b5_76)] | | |

| | | | [Consolidated Balance [removed: Sheets,](#ie22df9a0e3ab4c20872d6ce1f399e345_79)] [added: Sheets,](#i9bc9fba46aa149ddb0c94e49a83714b5_79)] | | | | | |

| | | | [added: Years Ended] June 30, [added: 2024,] 2023, and 2022 | | | [removed: [38](#ie22df9a0e3ab4c20872d6ce1f399e345_79)] [added: [39](#i9bc9fba46aa149ddb0c94e49a83714b5_82)] | | |

| | | | [Consolidated Statements of Changes in Stockholders' [removed: Equity,](#ie22df9a0e3ab4c20872d6ce1f399e345_82)] [added: Equity,](#i9bc9fba46aa149ddb0c94e49a83714b5_82)] | | | | | |

| | | | Years Ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [39](#ie22df9a0e3ab4c20872d6ce1f399e345_82)] [added: [40](#i9bc9fba46aa149ddb0c94e49a83714b5_85)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows,](#ie22df9a0e3ab4c20872d6ce1f399e345_85)] [added: Flows,](#i9bc9fba46aa149ddb0c94e49a83714b5_85)] | | | | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ie22df9a0e3ab4c20872d6ce1f399e345_88)] [added: Statements](#i9bc9fba46aa149ddb0c94e49a83714b5_88)] | | | [removed: [41](#ie22df9a0e3ab4c20872d6ce1f399e345_88)] [added: [41](#i9bc9fba46aa149ddb0c94e49a83714b5_88)] | | |

We have audited the accompanying consolidated balance sheets of Jack Henry & Associates, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may [added: become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.]

Revenue Recognition - estimating variable [removed: consideration and identification of and accounting for performance obligations][added: consideration]

As discussed in Notes 1 and 2 to the consolidated financial statements, the Company recorded revenue of [removed: $2.078] [added: $2.216] billion for the year ended June 30, [removed: 2023.][added: 2024.]

The [removed: Company enters into] [added: Company’s] contracts with its [removed: customers, which] [added: clients] frequently contain [removed: multiple performance obligations and] [added: some component of] variable [removed: contract] consideration.

The amount of revenue recognized is based on the consideration the Company expects to receive in exchange for transferring goods and services to the [removed: customer.][added: client.]

The Company’s contracts with its [removed: customers] [added: clients] frequently contain some component of variable consideration.

At contract inception, management assesses the solutions and services promised in its contracts with [removed: customers] [added: clients] and identifies a performance obligation for each promise to transfer to the [removed: customer] [added: client] a solution or service (or bundle of solutions or services) that is distinct - that is, if the solution or service is separately identifiable from other items in the arrangement and if the [removed: customer] [added: client] can benefit from the solution or service on its own or together with other resources that are readily available.

The Company recognizes revenue when or as it satisfies each performance obligation by transferring control of a solution or service to the [removed: customer.][added: client.]

The principal considerations for our determination that performing procedures relating to the estimation of variable consideration [removed: and the identification of and accounting for performance obligations] is a critical audit matter are significant judgment by management to estimate the variable consideration, principally, the varying volume of transactional [removed: activity and the identification of and accounting for all performance obligations in a contract.][added: activity.]

This in turn resulted in [removed: significant audit effort,] a high degree of auditor [removed: judgment] [added: judgment, subjectivity,] and [removed: subjectivity] [added: effort] in performing our audit procedures and in evaluating the audit evidence obtained.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including the estimation of variable [removed: consideration and identification of and accounting for each performance obligation.][added: consideration.]

The procedures for testing [removed: the performance obligations and] variable consideration included evaluation of the terms and conditions for a sample of contracts.

As of June 30, [removed: 2023,] [added: 2024,] management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on this assessment, management has concluded the Company’s internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] was effective.

The Company’s internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing in this Item 8.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| REVENUE | | | $ | [removed: 2,077,702] [added: 2,215,543] | | | | | $ | [removed: 1,942,884] [added: 2,077,702] | | | | | $ | [removed: 1,758,225] [added: 1,942,884] | |

| Cost of Revenue | | | [removed: 1,219,062] [added: 1,299,477] | | | | | | [removed: 1,128,614] [added: 1,219,062] | | | | | | [removed: 1,063,399] [added: 1,128,614] | | |

| Research and Development | | | [removed: 142,678] [added: 148,256] | | | | | | [removed: 121,355] [added: 142,678] | | | | | | [removed: 109,047] [added: 121,355] | | |

| Selling, General, and Administrative | | | [removed: 235,274] [added: 278,419] | | | | | | [removed: 218,296] [added: 235,274] | | | | | | [removed: 187,060] [added: 218,296] | | |

| Total Expenses | | | [removed: 1,597,014] [added: 1,726,152] | | | | | | [removed: 1,468,265] [added: 1,597,014] | | | | | | [removed: 1,359,506] [added: 1,468,265] | | |

| OPERATING INCOME | | | [removed: 480,688] [added: 489,391] | | | | | | [removed: 474,619] [added: 480,688] | | | | | | [removed: 398,719] [added: 474,619] | | |

| Interest Income | | | [removed: 8,959] [added: 25,012] | | | | | | [removed: 32] [added: 8,959] | | | | | | [removed: 150] [added: 32] | | |

| Interest Expense | | | [removed: (15,073)] [added: (16,384)] | | | | | | [removed: (2,384)] [added: (15,073)] | | | | | | [removed: (1,144)] [added: (2,384)] | | |

| Total Interest Income (Expense) | | | [removed: (6,114)] [added: 8,628] | | | | | | [removed: (2,352)] [added: (6,114)] | | | | | | [removed: (994)] [added: (2,352)] | | |

| INCOME BEFORE INCOME TAXES | | | [removed: 474,574] [added: 498,019] | | | | | | [removed: 472,267] [added: 474,574] | | | | | | [removed: 397,725] [added: 472,267] | | |

| | | | June 30, 2024, and 2023 | | | [38](#i9bc9fba46aa149ddb0c94e49a83714b5_79) | | |

The Company enters into contracts with its clients that may include multiple types of goods and services.

August 26, 2024

The amount of revenue recognized is based on the consideration the Company expects to receive in exchange for transferring goods and services to the client.

Significant judgment is used in the estimate of variable consideration of client contracts that are long-term and include varying transactional volumes.

| | | | 2024 | | | | | | 2023 | | |

PURCHASE OF INVESTMENTS

At June 30, 2024, and 2023, the Company had $25,750 and $18,250, respectively, in non-current investments.

Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves the disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures.

The ASU requires additional disclosure related to rate reconciliation, income taxes paid, and other disclosures to improve the effectiveness of income tax disclosures.

The ASU is effective for annual periods beginning after December 15, 2024, and applied on a prospective basis.

Early adoption and retrospective application is permitted.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

The Company recognizes revenue when or as it satisfies each performance obligation by transferring control of a solution or service to the client.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | June 30, 2024 | | | | | | June 30, 2023 | | |

Financial assets and financial liabilities measured at fair value on a recurring basis are as follows:

| June 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Credit facilities | | | | | | $ | — | | | | | $ | 150,000 | | | | | $ | — | | | | | $ | 150,000 | |

| 2025 | | | | | | $ | 10,377 | |

| 2026 | | | | | | 10,970 | | |

| 2027 | | | | | | 10,455 | | |

| 2028 | | | | | | 10,106 | | |

| 2029 | | | | | | 7,548 | | |

| Thereafter | | | | | | 17,667 | | |

On September 30, 2023, the Company entered into an agreement with a third party to sublease a portion of its Elizabethtown, Kentucky facility.

There have been no indications of impairment related to the underlying right-of-use asset.

Minimum Sublease Payments

At June 30, 2024, the future total minimum sublease payments to be received were as follows:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Due Dates (fiscal year) | | | | | | Future Minimum Sublease Receipts | | |

| | | | | | | | | |

| 2025 | | | | | | $ | 873 | |

| 2026 | | | | | | 831 | | |

| | | | Years Ended June 30, 2023, 2022, and 2021 | | | [40](#ie22df9a0e3ab4c20872d6ce1f399e345_85) | | |

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Significant judgment in revenue recognition for these customer contracts include, where relevant, (i) the estimation of variable consideration, principally, the varying volume of transactional activity over long-term contracts, and (ii) the identification of and accounting for all performance obligations.

August 24, 2023

| Assets held for sale | | | — | | | | | | 20,201 | | |

| Cumulative effect of ASU 2016-13 adoption | | | — | | | | | | — | | | | | | (493) | | |

| Proceeds from investments | | | — | | | | | | — | | | | | | 5,000 | | |

*Significant Judgments Used in the Application of the Guidance*

Technology or service components from third parties are frequently included in or combined with the Company’s applications or service offerings.

Whether the Company recognizes revenue based on the gross amount billed to the customer or the net amount retained involves judgment in determining whether the Company controls the good or service before it is transferred to the customer.

This assessment is made at the performance obligation level.

PURCHASE OF INVESTMENT

At June 30, 2023, and 2022, the Company had $18,250 invested in the preferred stock of Automated Bookkeeping, Inc. ("Autobooks"), which represents a non-controlling share of the voting equity of Autobooks.

This investment was

Fair value of financial assets included in current assets is as follows:

| June 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revolving credit facility | | | | | | $ | — | | | | | $ | 115,000 | | | | | $ | — | | | | | $ | 115,000 | |

| 2024 | | | | | | $ | 11,424 | |

| 2025 | | | | | | 8,769 | | |

| 2026 | | | | | | 7,888 | | |

| 2027 | | | | | | 7,157 | | |

| 2028 | | | | | | 6,771 | | |

| Thereafter | | | | | | 13,872 | | |

| | | | 672,375 | | | | | | 666,588 | | | | | | | | | | | |

During fiscal 2022, the Company received an offer to purchase one of its facilities and management committed to sell the facility.

At June 30, 2022, this facility's assets were classified as assets held for sale by the Company in the amount of $20,201, and were not included in property and equipment, net.

The sale of this facility was completed during fiscal 2023.

Total assets held for sale by the Company at June 30, 2023, were $0.

| | | | June 30, 2022 | | | | | | | | | | | | | | |

| Customer relationships | | | $ | 316,401 | | | | | $ | (246,898) | | | | | $ | 69,503 | |

| Computer software | | | $ | 1,111,308 | | | | | $ | (700,351) | | | | | $ | 410,957 | |

| Other intangible assets: | | | $ | 108,688 | | | | | $ | (83,551) | | | | | $ | 25,137 | |

At June 30, 2022, costs of software to be sold, leased, or marketed totaled $173,402, and costs of internal-use software totaled $237,555.

2022, and 2021, respectively.

| 2024 | | | $ | 120,305 | | | | | $ | 8,771 | | | | | $ | 5,752 | | | | | $ | 134,828 | |

| 2025 | | | 101,776 | | | | | | 8,317 | | | | | | 3,454 | | | | | | 113,547 | | |

| 2026 | | | 80,122 | | | | | | 7,952 | | | | | | 2,589 | | | | | | 90,663 | | |

| 2027 | | | 56,718 | | | | | | 7,858 | | | | | | 2,227 | | | | | | 66,803 | | |

| 2028 | | | 31,200 | | | | | | 7,821 | | | | | | 1,157 | | | | | | 40,178 | | |

On June 30, 2022, there was a $115,000 outstanding balance on the prior credit facility that was entered into on February 10, 2020.

The Management’s Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, “Financial Statements and Supplementary Data.” The Company's independent registered public accounting firm has audited our internal control over financial reporting as of June 30, [removed: 2023;] [added: 2024;] their report is included in Item 8 of this Form 10-K.

During the quarter ended June 30, [removed: 2023,] [added: 2024,] there were no changes in the Company’s internal control over financial reporting which were identified in connection with management’s evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended June 30, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this report and will be filed within 120 days after the Company's June 30, [removed: 2023,] [added: 2024,] fiscal year end in the definitive proxy statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the “Proxy Statement”).

See the information under the captions ”Audit Committee Report” and “Ratification of Selection of the Company's Independent Registered Public Accounting Firm," PricewaterhouseCoopers [removed: LLC] [added: LLP] (PCAOB ID No. 238), in the Proxy Statement, which is incorporated herein by reference.

\- Consolidated Statements of Income for the fiscal years ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

\- Consolidated Balance Sheets as of June 30, [removed: 2023,] [added: 2024,] and [removed: 2022][added: 2023]

\- Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

\- Consolidated Statements of Cash Flows for the fiscal years ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

[removed: 3.2.8] [added: 3.2.9] [Restated and Amended Bylaws attached as Exhibit [removed: 3.2.8 to] [added: 3.2.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000044/jkhy-amendedandrestatedbyl.htm)[9](https://www.sec.gov/Archives/edgar/data/779152/000077915224000044/jkhy-amendedandrestatedbyl.htm) [to] the Company’s Current Report on Form 8-K [removed: filed August 26, 2021](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000075/jkhy-amendedandrestatedbyl.htm).][added: filed](https://www.sec.gov/Archives/edgar/data/779152/000077915224000044/jkhy-amendedandrestatedbyl.htm) [J](https://www.sec.gov/Archives/edgar/data/779152/000077915224000044/jkhy-amendedandrestatedbyl.htm)[uly 5, 2024](https://www.sec.gov/Archives/edgar/data/779152/000077915224000044/jkhy-amendedandrestatedbyl.htm)[.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000044/jkhy-amendedandrestatedbyl.htm)]

4.1 [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex41.htm)][added: Securities](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex41.htm)]

10.49* [Jack Henry & Associates, Inc. Deferred Compensation Plan attached as Exhibit 10.49 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1049.htm)][added: 2014.](https://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1049.htm)]

10.50* [Jack Henry & Associates, Inc. Non-Employee Directors Deferred Compensation Plan attached as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1050.htm)][added: 2014.](https://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1050.htm)]

10.56* [Jack Henry & Associates, Inc. 2015 Equity Incentive Plan attached as Exhibit 10.56 to the Company's Current Report on Form 8-K filed November 16, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000077/jkhy2015equityincentivepla.htm)][added: 2015.](https://www.sec.gov/Archives/edgar/data/779152/000077915215000077/jkhy2015equityincentivepla.htm)]

[removed: 10.57*] [added: 10.70*] [Form of Restricted Stock Unit [removed: Agreement (non-employee directors) attached] [added: Agreement](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm) [(Employees)](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm) [attached] as Exhibit [removed: 10.57] [added: 10.70] to the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] filed [removed: February 5, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000101/jkhy-20151231xex1057.htm)][added: August 25, 2021.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm)]

10.58* [Form of Nonqualified Stock Option Agreement (executives) attached as Exhibit 10.58 to the Company’s Current Report on Form 8-K filed July 1, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1058.htm)][added: 2016.](https://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1058.htm)]

[removed: 10.61*] [added: 10.78*] [Jack Henry & Associates, Inc. 2006 Employee Stock Purchase Plan, as amended and restated [added: on August 18, 2023,] effective [removed: November 10, 2016, attached as] [added: January 1, 2024](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/jha2006espp-amendedandrest.htm) [attached](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/jha2006espp-amendedandrest.htm) [as] Exhibit [removed: 99.1] [added: 10.78] to the [removed: Company's Registration Statement] [added: C](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/jha2006espp-amendedandrest.htm)[omp](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/jha2006espp-amendedandrest.htm)[any's Annual](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/jha2006espp-amendedandrest.htm) [Report] on Form [removed: S-8] [added: 10-K] filed [removed: November 16, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000171/jkhy-20161115xexhibit991xe.htm)][added: August 24, 2023](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/jha2006espp-amendedandrest.htm)[.](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/jha2006espp-amendedandrest.htm)]

10.63* [Jack Henry & Associates, Inc. 2017 Annual Incentive Plan, effective September 1, 2017 and approved by the stockholders on November 9, 2017, attached as Exhibit 10.63 to the Company's Current Report on Form 8-K filed November 13, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000090/exhibit1063-2017annualince.htm)][added: 2017.](https://www.sec.gov/Archives/edgar/data/779152/000077915217000090/exhibit1063-2017annualince.htm)]

[removed: 10.70*] [added: 10.76*] [Form of [removed: Restricted Stock Unit] [added: Performance Shares] Agreement attached as Exhibit [removed: 10.70] [added: 10.76] to the Company's Annual Report on Form 10-K filed August [removed: 25, 2021.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm)][added: 24, 2023.](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/exhibit-jhapsuawardxex1076.htm)]

10.74 [Amendment No. 1 to Amended and Restated Credit Agreement, dated as of May 16, 2023 among Jack Henry & Associates, Inc., as Borrower, the affiliates of Borrower party thereto as Guarantors, the lenders parties thereto, and U.S. Bank National Association, as Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/779152/000077915223000028/jackhenry-amendmentno1toam.htm) [attached] [added: Agent attached] as Exhibit 10.74 to the Company’s Current Report on Form 8-K filed May 22, 2023.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000028/jackhenry-amendmentno1toam.htm)

10.75 [Term Loan Agreement, dated as of May 16, 2023, among Jack Henry & Associates, Inc., as Borrower, the lenders parties thereto, Truist Bank, as Administrative Agent, and certain other financial institutions as joint lead arrangers and joint book runners attached as Exhibit [removed: 10.75](https://www.sec.gov/Archives/edgar/data/779152/000077915223000028/jackhenry-termloanagreemen.htm) [to] [added: 10.75 to] the Company’s Current Report on Form 8-K filed May 22, [removed: 20](https://www.sec.gov/Archives/edgar/data/779152/000077915223000028/jackhenry-termloanagreemen.htm)[23.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000028/jackhenry-termloanagreemen.htm)][added: 2023.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000028/jackhenry-termloanagreemen.htm)]

[removed: 10.77] [added: 10.77] [Form of Aircraft Time Sharing Agreement [removed: between](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/formofaircrafttimesharinga.htm) [the] [added: between the] Company [removed: and](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/formofaircrafttimesharinga.htm) [each] [added: and each] of Messrs.

Carsley and Swearingen [removed: (supersedes Aircraft Time Sharing Agreement for Mr. Foss, originally filed] [added: attached] as Exhibit [removed: 10.67] [added: 10.77] to the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] filed [removed: February 9, 2021).](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/formofaircrafttimesharinga.htm)][added: August 24, 2023.](https://www.sec.gov/Archives/edgar/data/0000779152/000077915223000062/formofaircrafttimesharinga.htm)]

21.1 [List of the Company’s [removed: subsidiarie](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex211.htm)[s.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex211.htm)][added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex211.htm)]

23.1 [Consent of Independent Registered Public Accounting Firm- PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex231.htm)][added: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex231.htm)]

31.1 [Certification of the Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex311.htm)][added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex311.htm)]

31.2 [Certification of the Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex312.htm)][added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex312.htm)]

32.1* [Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex321.htm)][added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex321.htm)]

32.2* [Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jkhy-20230630xex322.htm)][added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex322.htm)]

Filed with this report on Form 10-K are the following documents formatted in XBRL ("Extensible Business Reporting Language"): (i) the Consolidated Balance Sheets at June 30, [removed: 2023,] [added: 2024,] and June 30, [removed: 2022,] [added: 2023,] (ii) the Consolidated Statements of Income for the years ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] (iv) the Consolidated Statements of Cash Flows for the years ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] and (v) Notes to Consolidated Financial Statements.

Foss, Adelson, and Morgan, and Mses.

10.79* [Form of Restricted Stock Unit Agreement (non-employee directors).](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex1079.htm)

19.1 [Jack Henry & Associates, I](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex191.htm)[nc.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex191.htm) [Trading in C](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex191.htm)[ompany Securities Policy.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex191.htm)

97.1 [Jack Henry & Associates, Inc. Executive Compensation Clawback Policy.](https://www.sec.gov/Archives/edgar/data/779152/000077915224000079/jkhy-20240630xex971.htm)

Index to Exhibits

10.76* [](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/exhibit-jhapsuawardxex1076.htm)[Form of Performance Shares Agreement.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/exhibit-jhapsuawardxex1076.htm)

Foss, Adelson,](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/formofaircrafttimesharinga.htm) [](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/formofaircrafttimesharinga.htm)[Morgan, and Zengel and Mses.

10.78* [Jack Henry & Associates, Inc. 2006 Employee Stock Purchase Plan, as amended and restated on August](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jha2006espp-amendedandrest.htm) [18](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jha2006espp-amendedandrest.htm)[, 2023, effective January 1, 2024.](https://www.sec.gov/Archives/edgar/data/779152/000077915223000062/jha2006espp-amendedandrest.htm)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this [removed: 24th] [added: 26th] day of August, [removed: 2023.][added: 2024.]

| /s/ David B. Foss David B. Foss | | | [removed: Chief] Executive [removed: Officer and] Board Chair [removed: (Principal Executive Officer)] | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Mimi L. Carsley Mimi L. Carsley | | | Chief Financial Officer and Treasurer (Principal Financial Officer) | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Renee A. Swearingen Renee A. Swearingen | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Matthew C. Flanigan Matthew C. Flanigan | | | Vice Chair and Lead Director | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Thomas H. Wilson, Jr Thomas H. Wilson, Jr | | | Director | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | | | Director | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Thomas A. Wimsett Thomas A. Wimsett | | | Director | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Shruti S. Miyashiro Shruti S. Miyashiro | | | Director | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Wesley A. Brown Wesley A. Brown | | | Director | | | August [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Curtis A. Campbell Curtis A. Campbell | | | Director | | | August [removed: 24, 2023] [added: 26, 2024] | | |

By /s/ Gregory R.

Adelson

| /s/ Gregory R. Adelson Gregory R. Adelson | | | Chief Executive Officer and President (Principal Executive Officer) | | | August 26, 2024 | | |

| /s/ Tammy S. LoCascio Tammy S. LoCascio | | | Director | | | August 26, 2024 | | |

| | | | | | | | | |

| /s/ Lisa M. Nelson Lisa M. Nelson | | | Director | | | August 26, 2024 | | |

By /s/ David B.

Foss

| /s/ Laura G. Kelly Laura G. Kelly | | | Director | | | August 24, 2023 | | |