SQ DEF 14A Report ended April 25, 2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

BLOCK, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

BLOCK, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 12:00 p.m. (U.S. Pacific Time) on Tuesday, June 17, 2025

Dear Stockholders of Block, Inc.:

We cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Block, Inc., a Delaware corporation, which will be held virtually on Tuesday, June 17, 2025, at 12:00 p.m. (U.S. Pacific Time) . You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/XYZ2025 , where you will be able to listen to the meeting live, submit questions, and vote your shares online during the meeting, just as you could at an in-person meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on April 21, 2025 (U.S. Eastern Time) as the record date for the Annual Meeting. Only stockholders of record at the close of business on April 21, 2025 (U.S. Eastern Time) are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending the date prior to the date of the Annual Meeting at 1955 Broadway, Suite 600, Oakland, CA 94612. Further information regarding voting rights, the matters to be voted upon, and instructions to attend the Annual Meeting is presented in the accompanying proxy statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and our annual report is first being mailed on or about April 25, 2025 to all stockholders entitled to vote at the Annual Meeting. The accompanying proxy statement and our annual report can be accessed by visiting www.proxyvote.com . You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card, or the instructions that accompanied your proxy materials to attend the Annual Meeting.

Holders of record of Chess Depositary Interests (“CDIs”) as of the close of business on April 21, 2025 (U.S. Eastern Time) may vote the shares of our Class A common stock underlying their CDIs through our CDI Depositary, CHESS Depositary Nominees Pty Ltd (“CDN”). Each CDI holder may instruct CDN to vote on behalf of such CDI holder at the Annual Meeting by either voting online at www.investorvote.com.au or contacting Computershare Australia using the details on the Notice of Access Letter to request a hard copy of the CDI voting form to be sent in the mail to their registered address. The CDI Notice of Access Letter is being mailed or emailed from Australia to CDI holders on or about April 28, 2025 (Australia time).

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Annual Meeting or voting your shares (or directing CDN to vote if you hold your shares in the form of CDIs), please refer to the section entitled “ Questions and Answers About Our Proxy Materials and the Annual Meeting ” in this proxy statement. Returning the proxy does not deprive you of your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.

We appreciate your continued support of Block.

This summary highlights information regarding the 2025 annual meeting of stockholders of Block, Inc., a Delaware corporation (referred to herein as the “Company,” “Block,” “we,” “us” or “our”) contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. Throughout this proxy statement, we refer to our 2025 annual meeting of stockholders (and any postponements, adjournments, or continuations thereof) as the “Annual Meeting.”

Information about our 2025 Annual Meeting of Stockholders

Date and Time : Tuesday, June 17, 2025, at 12:00 p.m. (U.S. Pacific Time).

Location : The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/XYZ2025 , where you will be able to listen to the meeting live, submit questions, and vote your shares online during the meeting.

Record Date : April 21, 2025 (U.S. Eastern Time).

Voting Matters

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. As of the date of this proxy statement, we have not received notice of any such business.

Information contained on or accessible through our website is not incorporated by reference in this proxy statement, and references to our website address in this proxy statement are inactive textual references only.

Corporate Governance Highlights

We are committed to having sound corporate governance principles that we believe promote long-term value and serve the best interests of all our stockholders, sellers, customers and other stakeholders. Some highlights of our corporate governance practices are listed below:

Our 2025 Director Nominees

Each of our Class I director nominees currently serves on our board of directors and demonstrates a mix of experiences and perspectives.

Executive Compensation Philosophy and Highlights

Our Compensation Philosophy

At Block, we are building an ecosystem dedicated to economic empowerment and unlocking access to the financial system for more people around the world. We do this by building the most relevant products and tools for the communities we serve including sellers, consumers, artists, fans, and developers. Our brands work together cohesively, often positively reinforcing one another and creating resonant relationships with people who use our products to meet multiple needs across the different aspects of their lives. As we scale, we are investing in building deeper connections between our ecosystems and increasing the resilience of our company.

Our compensation programs are designed to attract, retain, and grow the best teams that are aligned with this purpose and embody the essential values of our company culture, centered around the following core principles:

Executive Compensation Highlights

We are committed to having sound corporate governance principles. Our business affairs are overseen by our board of directors, which is currently composed of 10 members. All of our current directors, other than Messrs. Carter, Dorsey, Eisen, and McKelvey, are independent within the meaning of the listing standards of the NYSE. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of April 25, 2025, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting, who are also nominees for election as a director at the Annual Meeting, and for each of the other current members of our board of directors.

Director No minees

Jack Dorsey is our co-founder and has served as our principal executive officer and as a member of our board of directors since July 2009, having previously served as our Chief Executive Officer and President from July 2009 until his title changed to Block Head as of April 2022. Mr. Dorsey has also served as Chairperson of our board of directors since October 2010. For 2023 and a portion of 2024, Mr. Dorsey also served as our Square Head. From May 2007 to October 2008, Mr. Dorsey served as President and Chief Executive Officer of Twitter, Inc. (“Twitter”). Mr. Dorsey returned to serve as Chief Executive Officer of Twitter from July 2015 until November 2021. He served on the board of directors of Twitter from May 2007 to May 2022.

Mr. Dorsey was selected to serve on our board of directors because of the perspective and experience he provides as one of our founders and our Block Head, as well as his extensive experience with technology companies and innovation.

Paul Deighton has served as a member of our board of directors since May 2016. Mr. Deighton has served as Chairman of Goldman Sachs International and Goldman Sachs International Bank since April 2024. Mr. Deighton has served as the non-executive Chairperson of The Economist Group since July 2018, the non-executive Chairman of Heathrow Airport Holdings Limited, the owner of Heathrow Airport in the United Kingdom, since June 2016, and the non-executive Chairperson of Hakluyt Company Limited, an advisory firm, since January 2016. From December 2012 to May 2015, Mr. Deighton served as Commercial Secretary to the Treasury and as a member of the House of Lords in the United Kingdom. Mr. Deighton previously served as the Chief Executive Officer of the London Organising Committee of the Olympic and Paralympic Games and held various roles at Goldman Sachs. Mr. Deighton holds a B.A. in Economics from Trinity College, Cambridge University.

Mr. Deighton was selected to serve on our board of directors because of his financial and business expertise, as well as his international perspective and his government and regulatory experience.

Neha Narula has served as a member of our board of directors since July 2023. Dr. Narula has served as a Director of the Digital Currency Initiative at the Massachusetts Institute of Technology (“MIT”) Media Lab, an interdisciplinary research lab focusing on cryptocurrencies and blockchain technology, since January 2017, and she previously was the Director of Research in digital currency at MIT Media Lab from May to December 2016. Prior to joining MIT, Dr. Narula was a Senior Software Engineer at Google. Dr. Narula currently serves on the Financial Industry Regulatory Authority’s FinTech Industry Committee and the Federal Reserve Bank of New York’s Innovations Advisory Council. She also previously served on PayPal’s Blockchain, Crypto, and Digital Currencies Advisory Council. Dr. Narula holds a B.A. in Mathematics and Computer Science from Dartmouth College and a Master’s degree and a Ph.D. in Computer Science from MIT.

Dr. Narula was selected to serve on our board of directors because of her experience with distributed systems, cryptography, cryptocurrencies, and programmable money.

C ontinuing Directors

Roelof Botha has served as a member of our board of directors since January 2011 and as our Lead Independent Director since June 2022. Since January 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Senior Steward and as a Managing Member of Sequoia Capital Operations, LLC. From 2000 to 2003, Mr. Botha served in various positions at PayPal Holdings, Inc., including as Chief Financial Officer. Mr. Botha serves on the boards of directors of Unity Software Inc., Natera, Inc., MongoDB, Inc. and a number of privately held companies. Mr. Botha previously served on the boards of directors of Bird Global, Inc., from June 2018 to December 2022, Eventbrite, Inc., from October 2009 to June 2022, and 23andMe Holding Co. from September 2017 to September 2024. Mr. Botha holds a B.S. in Actuarial Science, Economics and Statistics from the University of Cape Town and an M.B.A. from the Stanford Graduate School of Business.

Mr. Botha was selected to serve on our board of directors because of his financial and managerial experience.

Amy Brooks has served as a member of our board of directors since October 2019. Since January 2024, Ms. Brooks has served as President, New Business Ventures at the National Basketball Association, after serving as President, Team Marketing & Business Operations and Chief Innovation Officer from

November 2017 to December 2023, the Executive Vice President from May 2014 to November 2017, and Senior Vice President from January 2010 to May 2014. Ms. Brooks also serves on the boards of directors of a number of privately held companies and charitable organizations. Ms. Brooks holds a B.A. in Political Science and Communication from Stanford University and an M.B.A. from the Stanford Graduate School of Business.

Ms. Brooks was selected to serve on our board of directors because of her sales and marketing experience as well as her expertise in growing a global brand.

Shawn Carter has served as a member of our board of directors since May 2021. Known professionally as Jay-Z, Mr. Carter is a musician, songwriter, record executive, producer, and entrepreneur. He has served as the co-founder and majority owner of Roc Nation LLC and founder of Marcy Media LLC, a full-service agency and entertainment company, since 2008 and co-founder and Manager of Marcy Venture Partners, L.P., a venture capital and private equity firm, since March 2019. Mr. Carter founded TIDAL, which is now majority owned by Block, in March 2015, and remains a shareholder and artist of the music streaming service. Since 2014, Mr. Carter has served as the co-founder, Manager, and board member of Ace of Spades Holdings, LLC, a luxury champagne company, and serves on the boards of directors of a number of privately held companies. Since 2003, Mr. Carter has served as the founder of the Shawn Carter Scholarship Foundation, a charitable organization focused on education. He also serves on the board of directors of REFORM, a philanthropic organization advocating for criminal justice reform. Mr. Carter previously served as the Chief Visionary Officer of TPCO Holding Corp. (“TPCO Holding”) from November 2020 to 2023, and as the Chief Brand Strategist of CMG Partners, Inc., or Caliva, from July 2019 until its acquisition by TPCO Holding in November 2020.

Mr. Carter was selected to serve on our board of directors because of his entrepreneurial experience and expertise in the music industry, which is valuable for our TIDAL business.

James McKelvey is our co-founder and has served as a member of our board of directors since July 2009. Since March 2025, Mr. McKelvey has served as the Chief Executive Officer of Fastrials, Inc. (“Fastrials”), a clinical trial management company, of which he is also the co-founder. In addition, Mr. McKelvey has served in various positions at Mira Smart Conferencing, Inc., a digital conferencing company since March 2012. Mr. McKelvey currently serves on the board of directors of Emerson Electric Co. and previously served as Chair of the St. Louis Federal Reserve. He also serves on the boards of directors of a number of privately held companies. Mr. McKelvey holds a B.S. in Computer Science and a B.A. in Economics from Washington University in St. Louis.

Mr. McKelvey was selected to serve on our board of directors because of the perspective and experience he brings as one of our founders.

Anthony Eisen has served as a member of our board of directors since February 2025. Since January 2025, Mr. Eisen has served as the Chief Executive Officer of Reshop US, Inc. (“Reshop”) where he also serves as Chairman of the Board. Prior to becoming Chief Executive Officer of Reshop, Mr. Eisen previously served as Block’s co-lead of Afterpay from January 2022, when Block acquired Afterpay Limited (“Afterpay”), to November 2024 and served as a consultant to aid in the transition of his duties until his election to our board of directors. Prior to the acquisition of Afterpay, Mr. Eisen served as the co-Chief Executive Officer and a member of the board of directors of Afterpay, which he co-founded in November 2014. Mr. Eisen currently serves on the board of directors of the Technology Council of Australia. Mr. Eisen holds a Bachelor of Commerce degree in Accounting & Finance from UNSW Australia and is a member of the Chartered Accountants in Australia.

Mr. Eisen was selected to serve on our board of directors because of his financial services and fintech expertise, specifically in Buy Now, Pay Later services, and experience as one of the co-founders of Afterpay.

Randall Garutti has served as a member of our board of directors since July 2017. From April 2012 to May 2024, Mr. Garutti served as Chief Executive Officer and was on the board of directors of Shake Shack Inc. (“Shake Shack”). Prior to becoming Chief Executive Officer of Shake Shack, Mr. Garutti served as its Chief Operating Officer since January 2010. Before Shake Shack, Mr. Garutti was the Director of Operations for Union Square Hospitality Group, LLC, overseeing the operations for all its restaurants. Additionally, Mr. Garutti previously served on the boards of directors of USHG Acquisition Corp. from February 2021 to December 2022 and the Columbus Avenue Business Improvement District, a

not-for-profit organization, from October 2008 to May 2024. Mr. Garutti holds a B.S. in Hotel Administration from Cornell University’s School of Hotel Administration.

Mr. Garutti was selected to serve on our board of directors because of his business expertise and leadership of a global brand.

Mary Meeker has served as a member of our board of directors since June 2011. Since January 2019, Ms. Meeker has served as a General Partner of Bond Capital. From December 2010 to December 2018, Ms. Meeker served as a General Partner of Kleiner Perkins Caufield & Byers. From 1991 to 2010, Ms. Meeker served as Managing Director and Research Analyst with Morgan Stanley. Ms. Meeker previously served on the board of directors of Nextdoor Holdings, Inc. from September 2019 to June 2024, and currently serves on the board of directors of a number of privately held companies. Ms. Meeker holds a B.A. in Psychology from DePauw University and an M.B.A. from Cornell University.

Ms. Meeker was selected to serve on our board of directors because of her extensive experience advising and analyzing technology companies.

D irector Indep endence

Our Class A common stock is listed on the NYSE. Under NYSE listing standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, NYSE listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under NYSE listing standards, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a material relationship with the company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company). As noted in the commentary to the listing standards, the concern is independence from management.

Audit and risk committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and NYSE listing standards.

Our board of directors has reviewed the independence of each of our directors. Based on information provided by each director concerning their background, employment, and affiliations, our board of directors has determined that none of Mses. Brooks and Meeker; Dr. Narula; or Messrs. Botha, Deighton, and Garutti has a material relationship with the Company and that each of these current directors is “independent” as that term is defined under NYSE listing standards. Former directors Dr. Lawrence Summers and Sharon Rothstein, who served on our board of directors until February 2024 and June 2024, respectively, were each also determined to be independent within the meaning of the NYSE listing standards during their period of service on our board of directors. In making the determination of the independence of our directors, the board of directors considered relevant transactions between Block and entities associated with our directors or members of their immediate families, including transactions involving Block and payments made to or from companies and entities in the ordinary course of business where our directors or members of their immediate families serve as partners, directors, or as a member of the executive management of the other party to the transaction, and determined that none of these relationships constitute material relationships that would impair the independence of our directors. In addition, each member of our audit and risk committee and our compensation committee meets the enhanced independence standards required for such committee members under the applicable rules and regulations of the SEC and the NYSE listing standards.

B oard of Direc tors Leadership Structure and Role of Our Lead Independent Director

Our board of directors does not have a policy as to whether the roles of the Chairperson of our board of directors and our Block Head should be separate or combined. Our board of directors believes that it should have the flexibility to make this determination as circumstances require and in a manner that it believes is best to provide appropriate leadership for our company. Currently, Mr. Dorsey serves as both the Chairperson of our board of directors and our principal executive officer. As our co-founder and Block Head, Mr. Dorsey is best positioned to identify and drive strategic priorities, oversee product development, identify key areas of risk for the Company, lead critical discussions, and execute our business plans.

Our board of directors has adopted Corporate Governance Guidelines that provide that one of our independent directors should serve as our Lead Independent Director at any time when the Chairperson of our board of directors is not independent. Because Mr. Dorsey is our Chairperson and is not an “independent” director as defined in NYSE listing standards, our board of directors has appointed Roelof Botha as our Lead Independent Director. Mr. Botha, a director since 2011, has served as our Lead Independent Director since June 2022. As a seasoned director with extensive experience in the financial technology industry, Mr. Botha has played an essential role in advising our senior management in key strategic areas and has provided independent oversight in his roles as a member of both our audit and risk committee and our compensation committee, and our board of directors believes that he is a strong, independent, and effective Lead Independent Director.

As our Lead Independent Director, Mr. Botha is responsible for, among other matters:

We believe that our leadership structure of Mr. Dorsey serving as both Chairperson of our board of directors and Block Head, with a separate Lead Independent Director, is appropriate because it provides a balance between Mr. Dorsey’s company-specific experience, leadership, and insight and our independent directors’ experience, leadership, oversight, and expertise from outside our company. This structure also enables strong leadership, creates clear accountability, and enhances our ability to communicate our strategy clearly and consistently to stockholders while ensuring robust, independent oversight by our board of directors and our independent directors, led by our Lead Independent Director.

B oard of Directo rs Meetings, Attendance, and Committees

During our fiscal year ended December 31, 2024, our board of directors held four meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which such director has served as a director and (ii) the total number of meetings held by all committees of our board of directors on which such director has served during the periods that such director has served as a committee member.

We do not have a formal policy regarding attendance by members of our board of directors at our annual meeting of stockholders. Five directors who were serving as directors at the time attended our 2024 annual meeting of stockholders.

Our board of directors has established an audit and risk committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit and Risk Committee

Our audit and risk committee currently consists of Messrs. Botha and Deighton and Dr. Narula, with Mr. Deighton serving as Chair.

Each of our current audit and risk committee members meets the requirements for independence for audit committee members under NYSE listing standards and SEC rules and regulations. Each member of our audit and risk committee also meets the financial literacy and sophistication requirements of NYSE listing standards. In addition, our board of directors has determined that each of Messrs. Botha and Deighton is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”). Our audit and risk committee is, among other matters, responsible for the following:

Our audit and risk committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of our audit and risk committee is available on our investor relations website at https://investors.block.xyz . Information on or accessible through our website is not incorporated by reference in this proxy statement. During 2024, our audit and risk committee held eleven meetings.

Compensation Committee

Our compensation committee consists of Ms. Meeker and Messrs. Botha, Deighton, and Garutti, with Ms. Meeker serving as Chair. Mr. Garutti was appointed to our compensation committee in April 2024. Each of our compensation committee members meets the requirements for independence for compensation committee members under NYSE listing standards and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each of Ms. Meeker and Messrs. Botha, Deighton, and Garutti is also a

“non-employee director” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is, among other matters, responsible for the following:

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of our compensation committee is available on our investor relations website at https://investors.block.xyz . During 2024, our compensation committee held six meetings.

Our compensation committee may delegate its authority and duties to subcommittees or individuals as it deems appropriate and in accordance with applicable laws and regulations. Our compensation committee has delegated authority to our management equity committee, which during 2024 consisted of our Block Head and People Lead, to make equity grants within predetermined guidelines to employees and consultants who are not our Section 16 officers or members of our management equity committee. In addition, our compensation committee may establish, and has from time to time established, a subcommittee comprised of members of our compensation committee, which has the nonexclusive authority to grant equity and other awards under our compensation plans, including, if applicable, awards that comply with Section 16 of the Exchange Act, including Rule 16b-3 thereunder.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Ms. Brooks, Dr. Narula, and Mr. Garutti, with Mr. Garutti serving as Chair. Each of our nominating and corporate governance committee members meets the requirements for independence under NYSE listing standards and SEC rules and regulations. Our nominating and corporate governance committee is, among other matters, responsible for the following:

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable NYSE listing standards. A copy of the charter of our nominating and corporate governance committee is available on our investor relations website at https://investors.block.xyz . During 2024, our nominating and corporate governance committee held five meetings.

Co mpe nsation Committee Interlocks and Insider Participation

None of the current members of our compensation committee, or any member that served during the past fiscal year, is or has been an officer or employee of our company, or had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our compensation committee. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors.

C onsiderati ons in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees, which may include reviewing candidates whom our stockholders have properly submitted for recommendation or retaining a third-party executive search firm to identify and review candidates. We maintain policies and procedures for director candidates, which require our nominating and corporate governance committee to evaluate director candidates in light of the current size and composition, organization, and governance of our board of directors and the needs of our board of directors and its committees. There is no difference in the evaluation process of a director candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any other means. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation:

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. While

factors relating to diversity were considered for our current directors, no single factor was determinative with respect to any of our current directors.

S tockhold er Recommendations and Nominations to Our Board of Directors

Our nominating and corporate governance committee will consider director candidates recommended by stockholders holding the lesser of: (i) $2,000 in market value or (ii) one percent (1%) on a fully diluted basis of the Company’s securities continuously for at least twelve (12) months prior to the date of the submission of the recommendation, so long as such recommendations comply with our amended and restated certificate of incorporation, our amended and restated bylaws and any applicable laws, rule, and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, and our policies and procedures for director candidates, as well as the director nominee criteria described above that is applicable to all director candidates. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders may recommend a candidate for nomination by submitting the recommendation in writing to our Chief Legal Officer and Corporate Secretary or legal department at Block, Inc., 1955 Broadway, Suite 600, Oakland, CA 94612. Such recommendation must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our capital stock, and a signed letter from the candidate confirming willingness to serve on our board of directors. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our Corporate Secretary at Block, Inc., 1955 Broadway, Suite 600, Oakland, CA 94612. To be timely for our 2026 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than the close of business on February 17, 2026 and no later than the close of business on March 19, 2026, or in the event that we hold our 2026 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, no earlier than the close of business on the 120th day before our 2026 annual meeting of stockholders and no later than the close of business on the later of either (i) the 90th day prior to our 2026 annual meeting of stockholders or (ii) the 10th day following the day on which public announcement of the date of our 2026 annual meeting of stockholders is first made if such first public announcement is less than 100 days prior to the date of our 2026 annual meeting of stockholders. Any notice of director nomination submitted must include the information required by Rule 14a-19(b) under the Exchange Act.

C ommunications with Non-Management Members of Our Board of Directors

Interested parties wishing to communicate with our non-management members of our board of directors may do so by writing to the particular non-management member or members of our board of directors and mailing the correspondence via registered or overnight mail to our Chief Legal Officer and Corporate Secretary at Block, Inc., 1955 Broadway, Suite 600, Oakland, CA 94612. Each communication should set forth (i) the name and address of the interested party (as it appears on our books, if applicable) and, if the shares of our common stock are held by a nominee, the name and address of the beneficial

owner of such shares, and (ii) the class and number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our Chief Legal Officer and Corporate Secretary, or legal department, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, forward such communications to the appropriate non-management member or members of our board of directors, or if none is specified, to the Chairperson of our board of directors or the Lead Independent Director if the Chairperson of our board of directors is not independent.

C orporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and the responsibilities of members of committees of our board of directors. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers, and directors, including our Block Head, Chief Financial Officer, and other executive and senior financial officers. The full texts of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are posted on our investor relations website at https://investors.block.xyz . We will post amendments to our Corporate Governance Guidelines and our Code of Business Conduct and Ethics and any waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

Insider Trading Policy and Compliance

Our board of directors has adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by directors, officers, employees, and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

From time to time, we may engage in transactions in our own securities. We strive to comply with all applicable securities laws when engaging in transactions in our securities.

R isk Mana gement

Our board of directors recognizes the oversight of risk management as one of its primary responsibilities and central to maintaining an effective, risk-aware, and accountable organization. The oversight responsibility of our board of directors and its committees is supported by management reporting processes that are designed to provide visibility to our board of directors regarding the identification, assessment, and management of risks and management’s strategic approach to risk mitigation. The Chair of our audit and risk committee meets with our Internal Audit Lead, Chief Financial Officer, Head of Enterprise Risk Management, Chief Risk Officer, Chief Compliance Officer and Chief Legal Officer periodically to identify and discuss risks and exposures and escalates potential issues to our audit and risk committee or board of directors, as appropriate.

As part of our overall risk management process, we conduct an annual Enterprise Risk Assessment (“ERA”), which is shared and reviewed with our board of directors. The ERA is developed through discussions and research with key management and outside advisors, as appropriate, and is designed to ensure the Company maintains robust processes for identifying, assessing, monitoring, and reporting risks. The ERA is reported to the audit and risk committee on an annual basis. Key risks surfaced through the ERA are reviewed by management and discussed with the board of directors, as appropriate. These areas include strategic, operational, people, financial, and compliance. We address risks such as cybersecurity, financial reporting, and external events within each of these areas.

While our board of directors maintains ultimate responsibility for the oversight of risk, it has implemented a multi-layered approach that delegates certain responsibilities to the appropriate board committees to ensure that these primary areas of focus are discussed in appropriate detail and that a full understanding of the applicable risk is obtained. Our board of directors and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each board committee meets in executive session with key management personnel and representatives of outside advisors as required or requested. Our board of directors may delegate additional risk areas to its committees in the future.

Board’s Role in Data Privacy and Cybersecurity Oversight

Our board of directors recognizes the oversight of risk management as one of its primary responsibilities and central to maintaining an effective, risk-aware, and accountable organization. While our board of directors maintains ultimate responsibility for the oversight of our data privacy and cybersecurity program and risks, it has delegated certain oversight responsibilities to our audit and risk committee. Our board of directors and audit and risk committee’s principal role is one of oversight, recognizing that management is responsible for the design, implementation, and maintenance of an effective program for protecting against and mitigating data privacy and cybersecurity risks. The audit and risk committee assists the board of directors in enhancing its understanding of data privacy and cybersecurity issues by overseeing our data privacy and information security programs, strategy, policies, processes, and material risks, as well as overseeing responses to security and data incidents, as appropriate.

Our full board of directors receives an annual information security update by our Chief Information Security Officer (“CISO”) and an annual privacy update, which covers, among other matters, our privacy and cybersecurity programs and risks. Our audit and risk committee receives updates, at least quarterly, on significant data privacy and security risks, including any significant incidents, relevant industry developments, threat vectors, and significant risks identified in periodic penetration tests or vulnerability scans. The updates also include significant legal and legislative developments concerning data privacy and security, our approach to complying with applicable law, and significant engagement with regulators concerning data privacy and cybersecurity. Our audit and risk committee provides regular updates to the board of directors on such reports. For additional information regarding our cybersecurity governance, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

E SG and Corporate Responsibility

Our nominating and corporate governance committee oversees our corporate responsibility initiatives. We maintain our steadfast focus on driving economic empowerment through our broad spectrum of products and services. In alignment with this product-driven focus on financial inclusion, we believe that operating in a responsible and sustainable manner helps support long-term shareholder value, builds a more resilient and efficient company, and helps us mitigate against potential environmental risk factors. Our strong commitment to social responsibility is designed to amplify the reach and depth of the positive impact we strive to deliver through each of our brands. This holds true for both our internal and external stakeholders including customers, sellers, artists, developers, employees, key suppliers, and our investor community.

We take an integrated approach to managing ESG performance and disclosure:

Key areas of focus for our ESG strategy are:

Director Compensation

Pursuant to our Outside Director Compensation Policy, our outside directors receive compensation in the form of equity granted under the terms of our 2015 Equity Incentive Plan, as amended and restated (the “2015 Plan”), and cash, as described below.

Our compensation committee periodically reviews our Outside Director Compensation Policy, including review of competitive practices provided by an independent compensation consulting firm engaged by our compensation committee. In 2024, based on data provided by Compensia, Inc. (“Compensia”), our average total direct compensation per director (including annual cash retainer and equity awards) approximated the 10 th percentile amongst our compensation peer group identified below in the section entitled “ Executive Compensation—Compensation-Setting Process—Competitive Positioning .”

As a result of the compensation committee’s annual review, our board of directors, upon recommendation from our compensation committee, approved the following changes to the Outside Director Compensation Policy, effective April 1, 2025:

Equity Compensation

Our 2015 Equity Incentive Plan (the “2015 Plan”) contains maximum limits on the size of the equity awards that can be granted to each of our outside directors in any fiscal year, but those maximum limits do not reflect the intended size of any potential grants or a commitment to make any equity award grants to our outside directors in the future. The only commitment to make equity award grants to our outside directors is under our Outside Director Compensation Policy, as it may be amended from time to time. The maximum limits under our 2015 Plan provide that no outside director may be granted, in any fiscal year, equity awards having a grant date fair value (determined in accordance with generally accepted accounting principles (“GAAP”)) of more than $1 million, provided that, under the 2015 Plan, the limit is $2 million in connection with the director’s initial service as an outside director. Equity awards granted to an individual while they were an employee or a consultant, but not an outside director, do not count for purposes of these limits. If our stockholders approve the proposed Block, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) at our Annual Meeting, grants on and after the date of our Annual Meeting will be made under our 2025 Plan. As described further below, the 2025 Plan will provide that no outside director may be granted, in any fiscal year, equity awards having a grant date fair value (determined in accordance with GAAP) of more than $1 million, including with respect to the year in which an outside director commences service as an outside director. See the section entitled “ Proposal No. 4 - Approval of the Block, Inc. 2025 Equity Incentive Plan ”.

Initial Award . Subject to any limits in our 2015 Plan, or, once approved, our 2025 Plan, each person who first becomes an outside director will receive an initial grant of restricted stock units (“RSUs”) on the date of their appointment having a grant date fair value (determined in accordance with GAAP) equal to $250,000 (increased to $275,000 as of April 1, 2025) multiplied by a fraction: (i) the numerator of which is (x) 12 minus (y) the number of months between the date of the last annual meeting of stockholders and the date the outside director becomes a member of our board of directors and (ii) the denominator of which is 12. However, if a person first becomes an outside director on the day of an annual meeting of stockholders,

they will only receive an annual award (described below) on such date but will not receive an initial award. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date. If the appointment date is the same as the date of annual meeting, then such outside director will only be granted an annual award.

Annual Award . On the date of each annual meeting of stockholders, and subject to any limits in our 2015 Plan, or, if approved, our 2025 Plan, each of our outside directors is granted RSUs having a grant date fair value (determined in accordance with GAAP) equal to $250,000 (increased to $275,000 as of April 1, 2025). The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) on the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date.

Our Lead Independent Director receives an annual grant of RSUs, in addition to the annual grant provided to all outside directors, on the date of each annual meeting of stockholders having a grant date fair value (determined in accordance with GAAP) of $70,000, subject to any limits in our 2015 Plan or, if approved, our 2025 Plan. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date.

The awards granted to an outside director under our Outside Director Compensation Policy will become fully vested upon a “change in control” as defined in our 2015 Plan or 2025 Plan, as applicable.

Cash Compensation

In 2024, each of our outside directors received an annual cash retainer of $40,000 for serving on our board of directors. In addition, each outside director received the cash fees (as outlined above) for service on the committees of our board of directors.

Subject to any limits under our 2015 Plan, or, if approved, our 2025 Plan, each outside director may elect to convert any cash compensation that they would otherwise be entitled to receive under our Outside Director Compensation Policy into an award of RSUs under our 2015 Plan or 2025 Plan, as applicable. If the outside director makes this election in accordance with the policy, each such award of RSUs will be granted on the first business day following the last day of the fiscal quarter for which the cash compensation otherwise would be paid under the policy, will be fully vested on the grant date, and will cover a number of shares equal to (A) the aggregate amount of cash compensation otherwise payable to the outside director on that date divided by (B) the closing price per share as of the last day of the fiscal quarter for which the grant relates.

2024 Compensation

The following table provides information regarding the total compensation that was earned by each of our outside directors in 2024. Dr. Lawrence Summers and Ms. Sharon Rothstein served as directors until February 9, 2024 and June 18, 2024, respectively. Mr. Eisen was appointed in 2025 and, therefore, did not receive compensation as a director in 2024.

The amounts under the “Stock Awards” column represent the aggregate of initial or annual equity compensation provided under the Outside Director Compensation Policy, and equity grants made in lieu of cash compensation, each as detailed in footnotes 2 and 3, respectively. The aggregate number of stock awards outstanding for each director as of December 31, 2024 are included in footnote 2 below.

Directors may be reimbursed for their reasonable expenses for attending board and committee meetings. Directors who are also our employees receive no additional compensation for their service as directors. During 2024, only Mr. Dorsey was an employee and a director of the Company. For additional information regarding Mr. Dorsey’s compensation, refer to the section entitled “ Executive Compensation . ”

S tock Owners hip Guidelines

Our board of directors has adopted stock ownership guidelines to ensure ongoing alignment of the interests of our directors and executive officers with the long-term interests of our stockholders. Our guidelines require that (i) each non-employee director own a number of shares of our common stock with a value equal to at least five times their annual cash retainer, (ii) each executive officer (other than the Block Head) own a number of shares of our common stock with a value equal to at least three times their annual base salary, and (iii) the Block Head own a number of shares of our common stock with a value equal to at least the greater of (x) five times their annual base salary and (y) $2 million. Each non-employee director and executive officer is required to comply with our stock ownership guidelines within five years from their promotion or hiring as an executive officer or election to our board of directors. Until a non-employee director or executive officer has satisfied their applicable level of ownership, they are required to retain an amount equal to fifty percent (50%) of the net shares received from any new equity award granted after the adoption of the guidelines. As of December 31, 2024, all our non-employee directors and executive officers had met or were on track to comply with these stock ownership guidelines within the applicable time periods.

In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. Three of our Class I directors, Messrs. Dorsey and Deighton and Dr. Narula, are standing for election at the Annual Meeting for a three-year term.

Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Messrs. Jack Dorsey and Paul Deighton and Dr. Neha Narula as nominees for election as Class I directors at the Annual Meeting. If elected, Messrs. Dorsey and Deighton and Dr. Narula will serve as Class I directors until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of the Company. Dr. Narula is standing for election by our stockholders for the first time. She was initially recommended by a member of management. For additional information regarding our nominees for the board of directors, refer to the section entitled “ Board of Directors and Corporate Governance .”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet, but do not give instructions with respect to the voting of directors, your shares will be voted “ FOR ” the election of Messrs. Dorsey and Deighton and Dr. Narula. Messrs. Dorsey and Deighton and Dr. Narula have each agreed to serve as a director if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required

The election of directors requires a plurality of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes will have no effect on this proposal.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote, on an advisory or non-binding basis, on the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all our named executive officers and the philosophy, policies, and practices described in this proxy statement. We currently hold our Say-on-Pay vote every year.

The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee, or our board of directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our compensation committee will consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided in the section entitled “ Executive Compensation ,” and in particular the information discussed in the section entitled “ Executive Compensation—Compensation Philosophy ,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “ FOR ” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect on this proposal.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Our audit and risk committee has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2025. During our fiscal year ended December 31, 2024, EY served as our independent registered public accounting firm.

Notwithstanding the appointment of EY, and even if our stockholders ratify the appointment, our audit and risk committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit and risk committee believes that such a change would be in the best interests of our company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2025. Although not required by applicable law or listing rules, our audit and risk committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of EY, our audit and risk committee may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our company by EY for our fiscal years ended December 31, 2023, and December 31, 2024, respectively.

Auditor Independence

In our fiscal year ended December 31, 2024, there were no other professional services provided by EY, other than those listed above, that would have required our audit and risk committee to consider their compatibility with maintaining the independence of EY.

Audit and Risk Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit and risk committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit and risk committee is required to pre-approve all audit, internal control-related services, and permissible non-audit services performed by our independent registered public accounting firm to ensure that the provision of such services does not impair the public accountants’ independence. All services provided by EY for our fiscal years ended December 31, 2023 and 2024, were pre-approved by our audit and risk committee pursuant to this policy.

Vote Required

The ratification of the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2025, requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal. Because this is a routine proposal, we do not expect broker non-votes on this proposal.

The audit and risk committee is a committee of our board of directors comprised solely of independent directors as required by New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The composition of the audit and risk committee, the attributes of its members, and the responsibilities of the audit and risk committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm, Ernst & Young LLP (“EY”), is responsible for performing an independent audit of our consolidated financial statements. It is the responsibility of the audit and risk committee to oversee these activities. It is not the responsibility of the audit and risk committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit and risk committee has:

Based on the audit and risk committee’s review and discussions with management and EY, the audit and risk committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the SEC.

Respectfully submitted by the members of the audit and risk committee of the board of directors:

Paul Deighton (Chair)

Roelof Botha

Neha Narula

This report of the audit and risk committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

We are asking our stockholders to approve the Block, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), which was approved by the board of directors on April 24, 2025, subject to its approval by our stockholders. The 2025 Plan has been established to replace, on a prospective basis, the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan was approved by our stockholders in 2015.

Reason for the Proposal

In connection with the approval of the 2025 Plan, our board of directors carefully considered projected future equity needs, our current equity granting practices and the advice of our independent compensation consultant. On the basis of these considerations, as well as other factors considered by our board of directors, our board of directors believes that it is in the best interests of the Company and its stockholders to approve the 2025 Plan.

The 2025 Plan authorizes the issuance of equity- and cash-based incentive awards to retain personnel for positions with the Company, to provide additional incentive to employees, directors, and consultants (collectively, “EIP Participants”), and to promote the success of the Company’s business. The board of directors believes that the adoption of the 2025 Plan will enable us to attract and retain the best available talent to grow our business.

If approved by our stockholders, the 2025 Plan will become effective as of the date of such stockholder approval and will replace the 2015 Plan for any new grants made after the date of such stockholder approval. Accordingly, upon approval of the 2025 Plan by our stockholders, (i) no further awards will be granted under the 2015 Plan, and (ii) any awards granted under the 2015 Plan prior to the date the 2025 Plan is approved by our stockholders will remain outstanding under such plans and will continue to vest and/or become exercisable in accordance with their original terms and conditions. Awards under the 2015 Plan that are forfeited or cancelled will not be recycled or otherwise again become available for issuance under the 2025 Plan or the 2015 Plan.

As described in more detail below, the maximum number of shares of our common stock requested for stockholder approval under the 2025 Plan is 80,000,000 shares in the aggregate, which represents an incremental dilution of approximately 13% of our outstanding shares as of April 21, 2025. Our board of directors believes the number of shares reserved for issuance under the 2025 Plan represents an amount of shares that balances stockholder and Company interests.

Considerations for the Approval of the 2025 Plan

The 2025 Plan incorporates certain corporate governance best practices to further align our equity compensation program with the interests of our stockholders. The following is a list of some of these best practices, which are intended to protect the interests of our stockholders:

What the 2025 Plan Includes and Good Governance Policies

What the 2025 Plan Does Not Include

Description of the Material Features of the 2025 Plan

The following is a description of the material features of 2025 Plan, which such description is qualified in its entirety by the full text of the 2025 Plan, a copy of which is filed herewith as Appendix A.

Share Reserve; Incentive Stock Option Limits

Subject to adjustment upon the occurrence of various corporate events as described in the 2025 Plan, the maximum number of shares requested for stockholder approval under the 2025 Plan is 80,000,000 shares, which is equal to approximately 13% of common shares outstanding. Shares to be issued under the 2025 Plan may be authorized but unissued shares or shares issued and then reacquired by the Company.

If an award of stock options or stock appreciation rights expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an exchange program or an award of restricted stock, RSUs, or stock-settled performance awards or other stock-based awards is forfeited to us, tendered or withheld for tax withholding, or reacquired by us due to failure to vest, the unissued shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2025 Plan. With respect to stock appreciation rights, the net shares issued will cease to be available under the 2025 Plan and all remaining shares will remain available for future issuance under the 2025 Plan. Shares withheld to pay the exercise price of an award or satisfy the withholding obligations related to an award will again become available for future grant or sale under the 2025 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in a reduction in the number of shares available for issuance under the 2025 Plan.

The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is 80,000,000.

In addition, awards under the 2025 Plan granted in substitution for equity compensation awards outstanding under a plan maintained by an entity acquired by the Company will not decrease the number of shares available for issuance under the 2025 Plan.

Administration

The 2025 Plan will be administered by the board of directors or a committee of directors or other individuals appointed by the board of directors (the “EIP Administrator”). It is currently intended that the compensation committee of the board of directors will serve as the EIP Administrator. The EIP Administrator generally has the authority to administer the 2025 Plan including, among other things, to:

The EIP Administrator also has the authority to amend existing awards, to allow EIP Participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the EIP Administrator, and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type, and/or cash. Subject to the terms of the 2025 Plan, the EIP Administrator may waive any terms, conditions or restrictions with respect to awards. The EIP Administrator need not take the same action or actions with respect to awards or portions thereof or with respect to EIP Participants in the 2025 Plan.

Subject to applicable law, the board of directors or the applicable committee may delegate to one or more officers the ability to grant awards under the 2025 Plan to employees who are not officers of the Company.

Eligibility

Employees of the Company and its parent and subsidiaries (including prospective employees who have accepted an offer of employment), as determined by the EIP Administrator, members of our board of directors, and certain consultants are eligible to participate in the 2025 Plan, which, as of April 21, 2025, included approximately 11,300 employees, nine outside directors and 2,500 consultants.

The basis for participation in the 2025 Plan is the EIP Administrator’s decision, in its sole discretion, that an award to an eligible person will further the purposes of the 2025 Plan, including to attract and retain personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of our business. In exercising its discretion, the EIP Administrator will consider the recommendations of management and the purposes of the 2025 Plan.

Limit on Outside Director Awards

No outside director may be granted, in any fiscal year, awards under the 2025 Plan with a grant date fair value of more than $1 million. Awards granted to an individual while he or she was an employee, or while he or she was a consultant, but not an outside director, will not count for purposes of this limitation.

Forms of Awards

The following types of awards may be made under the 2025 Plan.

Stock Options. Stock options may be granted under the 2025 Plan, which may be structured as either a stock option intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (an “ISO”) or a nonstatutory stock option. The exercise price of a stock option granted under the 2025 Plan must be at least equal to the fair market value of a share of the Company’s Class A common stock (“Share”) on the date of grant. The term of a stock option may not exceed ten years, except that with respect to any EIP Participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term of an ISO must not exceed five years and the exercise price of an ISO must equal at least 110% of the fair market value on the grant date subject to the provisions of the 2025 Plan. The EIP Administrator will determine the methods of payment of the exercise price of a stock option, which may include, to the extent permitted by applicable law, cash, shares, or other property acceptable to the EIP Administrator, as well as other types of consideration, subject to the provisions of the 2025 Plan.

SARs. A SAR is a right to receive upon exercise of the SAR an amount in cash, shares or a combination, in value equal to the product of (i) the excess of the fair market value of one share over the exercise price per Share subject to the applicable SAR, multiplied by (ii) the number of shares in respect of which the SAR has been exercised. A SAR’s exercise price may not be less than 100% of the fair market value of a Share on the grant date. The award agreement with respect to the SAR will set forth the

applicable expiration date. The EIP Administrator shall have the authority to determine whether SARs will be settled in cash, shares or a combination thereof.

Restricted Stock. Restricted stock awards are grants of shares that vest in accordance with terms and conditions established by the EIP Administrator. Shares of restricted stock may not be sold, transferred, pledged, assigned or otherwise alienated prior to vesting. Recipients of restricted stock awards generally will have voting rights but not dividend rights with respect to unvested shares of restricted stock, unless the EIP Administrator provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

RSUs. An RSU is an award that covers a number of shares and that may be settled upon vesting by the issuance of the underlying Shares or payment in cash or a combination of shares and cash. Subject to the provisions of the 2025 Plan, the EIP Administrator will determine the terms and conditions of RSUs, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment.

Performance Awards. Performance may be granted under the 2025 Plan. Performance awards that will result in a payment to an EIP Participant only if performance goals established by the EIP Administrator are achieved and the awards otherwise vest. The EIP Administrator will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance awards to be paid out to EIP Participants. After the grant of a performance award, the EIP Administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance award. Performance units will have an initial dollar value established by the EIP Administrator on or prior to the grant date. Performance shares will have an initial value equal to the fair market value of a share on the grant date. Performance awards will have threshold, target, and maximum payout values established by the EIP Administrator on or prior to the grant date. The EIP Administrator, in its sole discretion, may pay earned performance awards in the form of cash, shares, or some combination thereof.

Other Stock-Based Awards. The EIP Administrator is authorized to grant other stock-based awards, which may be denominated in shares or factors that may influence the value of our shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, purchase rights for shares, dividend rights or dividend equivalent rights or awards with value and payment contingent on our performance or that of our business units or any other factors that the EIP Administrator designates. Other stock-based awards may also include awards issued pursuant to any “matching program” adopted by the Company in connection with any employee stock purchase plan or program we maintain from time to time.

Other Cash-Based Awards. The EIP Administrator is authorized to grant other cash-based awards (including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the 2025 Plan), either independently or as an element of or supplement to any other award under the 2025 Plan.

Dividend Equivalents. Dividend equivalent rights may be granted as a separate award or in connection with another award under the 2025 Plan, provided that dividend equivalent rights may not be awarded on any stock option or SAR. Any dividends and/or dividend equivalents will be paid at such times and subject to such terms and conditions as determined by the EIP Administrator in its discretion.

Deferrals

Subject to compliance with Section 409A of the Code, the EIP Administrator in its sole discretion may permit or require EIP Participants to defer certain amounts or shares paid or issued in respect of awards.

Adjustments

If any extraordinary dividend or other extraordinary distribution (whether in cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, issuance of warrants or other rights to acquire securities of the Company, other change in the corporate structure of the Company affecting the shares, or any similar equity restructuring transaction, as that term is used in FASB Topic 718 affecting the shares occurs (including, without limitation, a change in control), the EIP Administrator, to prevent diminution or enlargement of the benefits or potential benefits

intended to be provided under the 2025 Plan, will adjust the number and class of shares (including the identity of the issuer) that may be delivered under the 2025 Plan and/or the number, class (including the identity of the issuer), and price of shares covered by each outstanding award, and the number of shares reserved for issuance under the 2025 Plan, in each case in such a manner as it deems equitable.

Effect of a Change in Control

Under the 2025 Plan, in the event of a “change in control,” the EIP Administrator may, in its sole discretion, take any one or more of the following actions with respect to outstanding awards held by EIP Participants who are not outside directors:

Upon a change in control, all awards held by outside directors will immediately vest and/or become exercisable, as applicable, and any restrictions thereon will lapse.

Under the 2025 Plan, a “change in control” generally means the occurrence of any of the following events, each as set forth in more detail in the 2025 Plan: (i) a change in the ownership of the Company in which any one person, or more than one person acting as a group (a “Person”), acquires ownership of the stock of the Company that constitutes more than 50% of the total voting power of the stock of the Company; (ii) a change in the effective control of the Company which occurs on the date a majority of members of the board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors prior to the appointment or election; or (iii) a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For any award that that provides for accelerated distribution on a change in control of amounts that constitute “deferred compensation” (as defined in Section

409A of the Code), a transaction will not be a change in control (A) unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code; or (B) if its sole purpose is to (1) change the state of the Company’s incorporation, or (2) create a holding Company owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

Termination of Employment

Subject to provisions of the 2025 Plan regarding permitted leaves of absence, an EIP Participant’s status as a service provider will end at midnight on the last day the EIP Participant is actively providing services to the Company, its parent or subsidiaries. Unless otherwise expressly provided in the applicable award agreement or otherwise determined by the EIP Administrator, a EIP Participant’s right to vest in any award will cease as of such termination of status and will not be extended by any notice period.

Transferability

Unless determined otherwise by the EIP Administrator, as required by applicable law or as otherwise set forth in the 2025 Plan, an EIP Participant may not sell, pledge, assign, hypothecate, transfer, dispose of, or otherwise alienate awards under the 2025 Plan other than by will, the laws of descent, and distribution.

Forfeiture Events

All awards granted under the 2025 Plan will be subject to recoupment under any clawback policy that we are required to adopt under applicable law. In addition, the EIP Administrator may provide in an award agreement that the EIP Participant’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events. In the event of any accounting restatement, the recipient of an award will be required to repay a portion of the proceeds received in connection with the settlement of an award earned or accrued under certain circumstances.

Cancellation or “Clawback” of Awards

Any award granted under the 2025 Plan, and any shares, cash or other property that may be issued, delivered or paid in respect of such an award, and any consideration that may be received in respect of a sale or other disposition of any such shares or property, are subject to any recoupment, “clawback” or similar provisions of applicable law, as well as any recoupment, “clawback” or similar policies of the Company that may be in effect from time to time (including, without limitation, the Block, Inc. Financial Restatement Clawback Policy and the Block, Inc. Severance Clawback Policy (each as may be amended from time to time), subject in each case to the EIP Administrator’s authority to grant exceptions in such circumstances as it may determine to be appropriate or specify additional or different rules as to any particular award (subject to compliance with applicable law).

Prohibition on Repricing

Subject to the adjustment provision described above, the EIP Administrator may not directly or indirectly, through cancellation or regrant or any other method (including through the repurchase of stock options or SAR awards (that are “out of the money”) for cash and/or other property), reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant without approval of our stockholders.

Term of the 2025 Plan; Plan Amendment or Termination

The 2025 Plan will continue in effect until the tenth anniversary of the effective date, or until an earlier termination as permitted under the 2025 Plan.

The board of directors or the compensation committee thereof has the authority to amend, suspend, or terminate the 2025 Plan, provided that such action does not materially impair the existing rights of any EIP Participant without such EIP Participant’s written consent or as otherwise permitted by the 2025 Plan. Stockholder approval of any amendment to the 2025 Plan will be required to the extent required by applicable law.

U.S. Federal Income Tax Consequences

The information set forth below is a summary under current law of certain United States federal income tax consequences to the Company and EIP Participants who are citizens or individual residents of the United States relating to awards granted under the 2025 Plan and does not purport to be complete. Because the tax consequences to any recipient may depend on his or her particular situation, each recipient should consult the recipient’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of stock acquired as a result of an award. The 2025 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974.

Nonstatutory Stock Options. A EIP Participant generally will not recognize taxable income when granted a non-qualified stock option. When the EIP Participant exercises the stock option, he or she generally will recognize taxable ordinary income equal to the excess of the fair market value of the shares received on the exercise date over the aggregate exercise price of the shares. The EIP Participant’s tax basis in the shares acquired on exercise of the option will be increased by the amount of such taxable income. We generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income that the EIP Participant recognizes, subject to any limits imposed under Section 162(m) of the Code. When the EIP Participant sells the shares acquired on exercise, the EIP Participant generally will realize long-term or short-term capital gain or loss, depending on whether the EIP Participant holds the shares for more than one year before selling them.

Incentive Stock Options. A EIP Participant generally will not have taxable income when granted an ISO or when exercising the option. However, the exercise of an ISO may result in an alternative minimum tax liability to the employee. If the EIP Participant exercises the option and does not dispose of the shares until the later of two years after the grant date and one year after the exercise date, the entire gain, if any, realized when the EIP Participant sells the shares generally will be taxable as long-term capital gain. We generally will not be entitled to any corresponding tax deduction. If an EIP Participant disposes of the shares received upon exercise of an ISO within the one-year or two-year periods described above, it will generally be considered a “disqualifying disposition,” and the option will be treated as a nonstatutory stock option for federal income tax purposes. Generally, if an EIP Participant exercises an ISO more than three months after the EIP Participant’s employment or service with us terminates, the option will be treated as a nonstatutory stock option for federal income tax purposes. We are not allowed an income tax deduction with respect to the grant or exercise of an ISO or the disposition of a Share acquired on exercise of an ISO after the required holding period. If there is a disqualifying disposition of a Share, however, we are generally allowed a deduction in an amount equal to the ordinary income includible in income by the optionholder.

Stock Appreciation Rights. An EIP Participant generally does not recognize income at the time a SAR is granted. At the time cash or stock representing the amount of the appreciation is transferred to the EIP Participant pursuant to exercise of the SAR, the EIP Participant will generally be required to recognize as income an amount equal to the amount of cash or fair market value of the shares paid or transferred to the EIP Participant. Such amount will be taxable as ordinary income and we generally will be entitled to a corresponding tax deduction, subject to any limits imposed under Section 162(m) of the Code.

Restricted Stock. An EIP Participant generally will not recognize any income upon the receipt of unvested shares or restricted stock unless the EIP Participant elects under Section 83(b) of the Code, within 30 days after receipt of the shares, to recognize ordinary income in an amount equal to the fair market value of the shares at the time of receipt, less any amount paid for the shares, and the Company generally will be allowed a corresponding tax deduction at that time, subject to any limits imposed under Section 162(m) of the Code. An EIP Participant who makes the election will not be allowed a deduction for the value of any shares subsequently forfeited. An EIP Participant who does not make the election generally will recognize ordinary income on the date of the lapse of the restrictions applicable to the shares, which may be at the time of grant, in an amount equal to the fair market value of the shares on such date, less any amount paid for the shares. Generally, upon a sale or other disposition of restricted stock with respect to which an EIP Participant has recognized ordinary income (i.e., a Section 83(b) election was previously made or the restrictions previously lapsed), the EIP Participant will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the basis in such shares. Any gain or loss recognized is generally treated as a capital gain or loss (short-term or long-term depending on the applicable holding period).

Restricted Stock Units. An EIP Participant generally does not recognize income at the time a RSU is granted. At the time of settlement of the award, the EIP Participant will generally recognize ordinary income equal to the fair market value of the RSUs at the time of settlement of the award, and the Company generally will be allowed a corresponding tax deduction at that time, subject to any limits imposed under Section 162(m) of the Code. Any gain or loss recognized upon a subsequent sale or exchange of the shares (if settled in shares) is generally treated as a capital gain or loss (short-term or long-term depending on the applicable holding period).

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Section 162(m) of the Code generally limits the federal income tax deduction for compensation paid to “covered employees” (in general, currently the CEO, the CFO, and the three other most highly-compensated executive officers for the year at issue and any person who was part of that group for any other year beginning after December 31, 2016) to $1,000,000. Thus, certain compensation attributable to awards may be nondeductible to us due to the application of Section 162(m) of the Code.

Registration with the SEC

If our stockholders approve the 2025 Plan, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the approval, to register the shares available for issuance under the 2025 Plan.

Vote Required

The approval of our 2025 Equity Incentive Plan requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect on this proposal.

We are asking our stockholders to approve the Block, Inc. Amended and Restated 2015 Employee Stock Purchase Plan (the “Amended Employee Stock Purchase Plan”), which was approved by the Board on April 24, 2025 upon the recommendation of the compensation committee, subject to approval by our stockholders. The Amended Employee Stock Purchase Plan will amend and restate, on a prospective basis, the Block, Inc. 2015 Employee Stock Purchase Plan, as amended and restated (the “2015 Employee Stock Purchase Plan”). The 2015 Employee Stock Purchase Plan was approved by our stockholders in 2015.

Reasons for the Proposal

The Amended Employee Stock Purchase Plan is intended to provide eligible employees of the Company and its affiliates that participate in the Amended Employee Stock Purchase Plan with an opportunity to acquire a proprietary interest in the Company through the purchase of shares at a discounted rate. The Amended Employee Stock Purchase Plan includes two components, a component that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (such component, the “423 Component”) and a component that is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “Non-423 Component”). The Amended Employee Stock Purchase Plan will be interpreted in a manner that is consistent with that intent.

The maximum number of shares of our common stock requested for stockholder approval under the Amended Employee Stock Purchase Plan is 34,000,000 shares in the aggregate, which represents the same number of shares remaining available for issuance under the 2015 Employee Stock Purchase Plan as of April 21, 2025 (which does not give effect to any evergreen increase for the fiscal year ending December 31, 2024). Our board of directors believes that the interests of the Company and its stockholders will be advanced if we can continue to offer employees the opportunity to acquire or increase their ownership interests in the Company. Accordingly, we are asking stockholders to approve the Amended Employee Stock Purchase Plan, which will amend and restate, on a prospective basis, the 2015 Employee Stock Purchase Plan.

If approved by our stockholders, the Amended Employee Stock Purchase Plan will become effective as of the date of such stockholder approval and will amend and restate the 2015 Employee Stock Purchase Plan for any offering period beginning after such date.

Description of the Material Features of the Amended Employee Stock Purchase Plan

The following is a description of the material features of the Amended Employee Stock Purchase Plan, which such description is qualified in its entirety by the full text of the Amended Employee Stock Purchase Plan, a copy of which is filed herewith as Appendix B .

Share Reserve

Subject to adjustment upon the occurrence of various corporate events as described in the Amended Employee Stock Purchase Plan, the maximum number of shares available for purchase under the Amended Employee Stock Purchase Plan is 34,000,000 in the aggregate. The Amended Employee Stock Purchase Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without stockholder approval.

Administration

The Amended Employee Stock Purchase Plan is administered by the board of directors or by a committee of the board of directors that is constituted to comply with applicable laws and designated by the board of directors to administer the Amended Employee Stock Purchase Plan (the “ESPP Administrator”). It is currently intended that the compensation committee of the board of directors will continue to serve as the ESPP Administrator.

The ESPP Administrator generally has the authority to administer the Amended Employee Stock Purchase Plan including, among other things, to interpret and apply the terms of the Amended Employee Stock Purchase Plan, to delegate ministerial duties to our employees, to designate separate offerings under

the Amended Employee Stock Purchase Plan, to designate affiliates and subsidiaries of the Company as participating in the 423 Component or Non-423 Component, to determine eligibility, and to establish such procedures that are necessary for the administration of the Amended Employee Stock Purchase Plan, including creating sub-plans.

Eligibility

Generally, employees (including officers) who are employed for at least 20 hours per week and more than five months in any calendar year by Block or an affiliate or subsidiary of Block that has been designated by the ESPP Administrator are eligible to participate in the 423 Component and the Non-423 Component, subject to certain limitations imposed by Section 423 of the Code and limitations on stock ownership as set forth in the Amended Employee Stock Purchase Plan (as set forth in more detail below). All employees who provide services to us are eligible to participate in the Non-423 Component, subject to the ESPP Administrator’s discretion to determine such employees’ eligibility to participate (such employees who participate in the 423 Component and Non-423 Component, the “ESPP Participants”).

As of April 21, 2025, approximately 7,948 employees are eligible to participate in the 423 Component of the Amended Employee Stock Purchase Plan and 2,436 employees are eligible to participate in the Non-423 Component of the Amended Employee Stock Purchase Plan. The basis for participation in the Amended Employee Stock Purchase Plan is the ESPP Administrator’s decision, in its sole discretion, that the individual’s employer should be the Company (as defined in the Amended Employee Stock Purchase Plan) designated under the Amended Employee Stock Purchase Plan. In exercising its discretion, the ESPP Administrator will consider the purposes of the Amended Employee Stock Purchase Plan and such other factors it deems relevant.

No ESPP Participant shall be granted an option to purchase shares under the Amended Employee Stock Purchase Plan if (i) immediately after the grant such ESPP Participant would own stock and/or holds outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Block or of any of its parents or subsidiaries, or (ii) such option to purchase shares would permit such employee to accrue at a rate which exceeds $25,000 of fair market value of such shares for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code.

Offering Periods

The Amended Employee Stock Purchase Plan provides for 12-month offering periods, which start on the first trading day on or after May 15 and November 15 of each year. Each offering period includes two purchase periods, which begin on the first trading day on or after November 15 and May 15, and end on the last trading day on or before May 15 and November 15, respectively. The ESPP Administrator may designate separate offerings under the Amended Employee Stock Purchase Plan (the terms of which need not be identical).

Contributions; Purchase Price

The Amended Employee Stock Purchase Plan permits ESPP Participants to purchase shares through payroll deductions of up to 25% of their eligible compensation. Amounts deducted and accumulated by the ESPP Participant are used to purchase shares at the end of each purchase period. The purchase price of the shares is 85% of the lower of the fair market value of the shares the first trading day of each offering period or on the exercise date (or such other amount designated by the ESPP Administrator, subject to compliance with Section 423 of the Code and the terms of the Amended Employee Stock Purchase Plan). An ESPP Participant may purchase a maximum of 2,000 shares during a purchase period. ESPP Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares. We may, in our discretion, also make contributions on behalf of participants under the Non-423 Component.

Non-Transferability

ESPP Participants are generally not permitted to transfer rights granted under the Amended Employee Stock Purchase Plan, including any rights with respect to their contributions to the Amended Employee Stock Purchase Plan, their exercise of an option to purchase shares, or to receive shares pursuant to the Amended Employee Stock Purchase Plan, other than by will, the laws of descent and distribution.

Adjustments

In the event of certain changes to the corporate structure of the Company affecting the shares, as set forth in the Amended Employee Stock Purchase Plan, to prevent diminution or enlargement of the benefits or potential benefits available under the Amended Employee Stock Purchase Plan, the ESPP Administrator will adjust the number and class of shares that may be delivered under the Amended Employee Stock Purchase Plan and/or the number, class and price of shares covered by each outstanding award, and the numerical share limits set forth in the Amended Employee Stock Purchase Plan.

Dissolution or Liquidation

In the event of a proposed liquidation or dissolution, the offering period then in progress will be shortened, and a new exercise date will be established to occur before the date of the proposed dissolution or liquidation, unless otherwise provided by the ESPP Administrator. The ESPP Administrator will notify each ESPP Participant that the exercise date has been changed and that the ESPP Participant’s option to purchase shares will be exercised automatically on the new exercise date unless prior to such date the ESPP Participant has withdrawn from the offering period.

Merger or Change in Control

The Amended Employee Stock Purchase Plan provides that in the event of a merger or change in control (as defined below), a successor corporation may assume or substitute each outstanding purchase right. If the successor corporation refuses to assume or substitute for the outstanding purchase right, the offering period then in progress will be shortened, and a new exercise date occurring before the date of the merger or change in control will be set. The ESPP Administrator will notify each ESPP Participant that the exercise date has been changed and that the ESPP Participant’s option will be exercised automatically on the new exercise date unless prior to such date the ESPP Participant has withdrawn from the offering period.

Under the Amended Employee Stock Purchase Plan, a “change in control” generally means the occurrence of any of the following events, each as set forth in more detail in the Amended Employee Stock Purchase Plan: (i) a change in the ownership of the Company in which any one Person, acquires ownership of the stock of the Company that constitutes more than 50% of the total voting power of the stock of the Company; (ii) a change in the effective control of the Company which occurs on the date a majority of members of the board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors prior to the appointment or election; or (iii) a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. A transaction will not be a Change in Control (A) unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code; or (B) if its sole purpose is to (1) change the state of the Company’s incorporation, or (2) create a holding Company owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

Term; Amendment; Termination

The ESPP Administrator has the authority to amend, suspend, or terminate the Amended Employee Stock Purchase Plan, subject to applicable law. The Amended Employee Stock Purchase Plan will continue in effect for a term of twenty years following the effective date of the 2015 Employee Stock Purchase Plan, unless the ESPP Administrator terminates it sooner.

Termination of Employment

Subject to our Leave Policy, upon an ESPP Participant’s ceasing to be eligible to participate in the Amended Employee Stock Purchase Plan for any reason, contributions credited to such ESPP Participant’s account during the applicable offering period but not yet used to purchase shares under the Amended Employee Stock Purchase Plan will be returned to such ESPP Participant (or, in the case of his or her death, to the ESPP Participant’s designated beneficiaries), and such ESPP Participant’s option for the purchase of shares will be automatically terminated.

New Plan Benefits

The benefits to be received by those employees who are eligible to participate in the Amended Employee Stock Purchase Plan are not determinable, since the amounts of future purchases by ESPP Participants are based on elective ESPP Participant contributions and also depend on the value of the Company’s common stock. No options have been granted, and no shares have been issued, under the Amended Employee Stock Purchase Plan.

Registration with the SEC

If our stockholders approve the Amended Employee Stock Purchase Plan, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the approval, to register the shares available for issuance under the Amended Employee Stock Purchase Plan.

Material Federal Income Tax Consequences

The following is a general, brief summary of the principal federal income tax consequences of certain awards and transactions under the Amended Employee Stock Purchase Plan. The following summary is based upon an interpretation of present federal tax laws and regulations and may be inapplicable if such laws and regulations are changed. This summary is not intended to be exhaustive or constitute tax advice and does not describe state, local or foreign tax consequences, nor does it describe the consequences to any particular ESPP Participant.

It is Block’s intent that the 423 Component of the Amended Employee Stock Purchase Plan will qualify as an employee stock purchase plan under Section 423 of the Code. The provisions of the Amended Employee Stock Purchase Plan, accordingly, will be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. Block believes that the following federal income consequences normally will apply with respect to the Amended Employee Stock Purchase Plan.

The payroll deductions withheld from an ESPP Participant’s pay under the Amended Employee Stock Purchase Plan will be taxable income to the ESPP Participant and must be included in the ESPP Participant’s gross income for federal income tax purposes in the year which such amounts otherwise would have been received.

An ESPP Participant will not be required to recognize any income for federal income tax purposes at the time the ESPP Participant is granted an option to purchase shares. In addition, ESPP Participants in the 423 Component will not be required to recognize any income for federal income tax purposes at the time the ESPP Participant exercises the option to purchase shares. The federal income tax consequences of a sale or disposition of shares acquired under the 423 Component of the Amended Employee Stock Purchase Plan depend in part on the length of time the shares are held by an ESPP Participant before such sale or disposition. If an ESPP Participant sells or otherwise disposes of shares acquired under the 423 Component of the Amended Employee Stock Purchase Plan (other than any transfer resulting from death) within two (2) years after the first day of the applicable offering period or one (1) year after the shares are acquired (the “Holding Period”), the ESPP Participant must recognize ordinary compensation income in the year of such disposition in an amount equal to the excess of (i) the fair market value of the shares on the date such shares were acquired over (ii) the price paid for the shares by the ESPP Participant. The amount of “ordinary” compensation income recognized by the ESPP Participant will be added to the ESPP Participant’s basis in such shares for purposes of determining any additional gain or loss realized by the ESPP Participant on the sale of the shares. Any such additional gain or loss will be taxed as capital gain or loss, long or short, depending on how long the ESPP Participant held the shares.

If an ESPP Participant sells shares acquired under the 423 Component of the Amended Employee Stock Purchase Plan after the Holding Period or if the ESPP Participant dies, the ESPP Participant or the ESPP Participant’s estate must include as ordinary compensation income in the year of sale (or the taxable year ending upon death) an amount equal to the lesser of (i) the excess of the fair market value of the shares on the first day of the offering period over the option price (determined as if the option had been exercised on the first day of the offering period), or (ii) the excess of the fair market value of the shares at the time of sale of the shares or on the date of death over the price paid for the shares by the ESPP Participant. Except in the case of a transfer as a result of death, the amount of ordinary income recognized by the ESPP Participant will be added to the ESPP Participant’s basis in such shares. Any gain realized

upon the sale in excess of such basis will be taxed as a long-term capital gain. Any loss realized will be treated as long-term capital loss.

Upon an ESPP Participant’s purchase of shares under the Non-423 Component of the Amended Employee Stock Purchase Plan, the ESPP Participant will recognize ordinary compensation income. The amount of income recognized will be equal to the difference between the purchase price paid for the stock and the fair market value of a share on the purchase date. When the ESPP Participant sells any shares purchased under the Non-423 Component of the Amended Employee Stock Purchase Plan, the ESPP Participant will have capital gain or loss equal to the difference, if any, between the proceeds of the sale and the participant’s basis in the stock. The capital gain rate will depend on how long the common stock was held by the ESPP Participant.

The Company will not receive any income tax deduction as a result of issuing shares pursuant to the Amended Employee Stock Purchase Plan, except to the extent that an ESPP Participant is required to include as ordinary income amounts arising upon the acquisition, sale or disposition of such shares as discussed above.

Vote Required

The approval of our Amended Employee Stock Purchase Plan requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect on this proposal.

The following table identifies certain information about our executive officers as of April 25, 2025. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

For biographical information for Jack Dorsey, refer to the section entitled “ Board of Directors and Corporate Governance. ”

Amrita Ahuja has served as our Foundational Lead and Chief Operating Officer since February 2023, and as our Chief Financial Officer since January 2019. From March 2018 to January 2019, Ms. Ahuja served as the Chief Financial Officer of Blizzard Entertainment, Inc., a division of Activision Blizzard, Inc. Beginning in June 2010, she served in various positions at Activision Blizzard, Inc., including as Senior Vice President of Investor Relations from January 2015 to May 2018, Vice President, Finance and Operations from August 2012 to January 2015 and Vice President, Strategy and Business Development from June 2010 to August 2012. Ms. Ahuja currently serves on the boards of directors of Airbnb, Inc. and a privately held company. She holds a B.A. in economics from Duke University and an M.B.A. from Harvard Business School.

Chrysty Esperanza has served as our Counsel Lead, Chief Legal Officer and Corporate Secretary since February 2023. From September 2024 to March 2025, Ms. Esperanza served as our Interim Chief Compliance Officer and BSA/AML Compliance Officer. From December 2021 to February 2023, Ms. Esperanza served as our General Counsel, having previously served as our Assistant Corporate Secretary from June 2021. From October 2013 to December 2021, Ms. Esperanza held various positions within the Counsel team. Ms. Esperanza currently serves on the board of trustees for the San Francisco Friends School and the board of directors of the San Francisco Public Library. Ms. Esperanza holds a B.A. in Mass Communication/Business Administration from the University of California, Los Angeles and a J.D. from the University of California College of the Law, San Francisco (formerly known as the UC Hastings College of Law).

Brian Grassadonia has served as our Ecosystem Lead since August 2024, having previously served as the CEO of Cash App (formerly referred to as Cash App Lead) since January 2013. From May 2012 to January 2013, Mr. Grassadonia served as our Director of Product Development, as well as our Director of Growth from February 2011 to May 2012. He joined the Company in September 2010 and served as Product Manager until February 2011. Mr. Grassadonia currently serves on the board of directors of a privately held company. Mr. Grassadonia holds a Bachelor of Applied Science (BASc) in Management Science from the University of California, San Diego.

Owen Britton Jennings serves as our Business Lead, having previously served as the Chief Operating Officer of Cash App from June 2022 until August 2024 and Head of Product and Business of Cash App from July 2021 until June 2022. From November 2016 to July 2021, Mr. Jennings served in various roles within the product and business function of Cash App. He holds a B.A. in philosophy from Dartmouth.

Dhanji R. Prasanna has served as our Technology + Engineering Lead since August 2024, having previously served as one of our engineering leads since November 2023. From January 2023 to November 2023, Mr. Prasanna served as the Chief Scientist of TBD, as well as a Scientist for the Company from March 2019 to November 2023. Mr. Prasanna served as the Head of Engineering for Cash App from June 2015 to April 2019. Mr. Prasanna holds a B.S. in Computer Science from Marquette University.

C ompensation D iscussion and Analysis

This Compensation Discussion and Analysis summarizes the material components of our executive compensation program and our executive compensation policies, practices, and compensation decisions for 2024 for our “named executive officers.” Our named executive officers for 2024 were:

Compensation Philosophy

At Block, we are building an ecosystem dedicated to unlocking access to the financial system for more people around the world. We do this by building the most relevant products and tools for the communities we serve including sellers, consumers, artists, fans, and developers. Our brands work together cohesively, often positively reinforcing one another and creating resonant relationships with people who use our products to meet multiple needs across the different aspects of their lives. As we scale, we are investing in building deeper connections between our ecosystems and increasing the resilience of our company.

Our compensation programs are designed to attract, retain, and grow the best teams that are aligned with this purpose and embody the essential values of our company culture, centered around the following core principles:

Compensation Design and Objectives

In 2024, we continued to maintain a simplified approach to employee and executive compensation. Compensation for our named executive officers consists largely of base salary and equity awards intended to align incentives to grow our business. Equity incentives are provided through a combination of stock options and RSUs. We believe that this combination provides an appropriate mix of performance-driven appreciation opportunities through stock options, and alignment of rewards with the long-term interests of our stockholders through RSUs. We have not implemented a company-wide performance-based cash incentive plan for our employees, including our named executive officers, in order to maintain a simplified compensation program that focuses on delivering long-term growth rather than short-term results.

The primary objective of our executive compensation program is to drive long-term stockholder value. We seek to achieve this objective by designing our executive compensation programs to: