sq-20260423

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 x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

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

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			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)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.

o			Fee paid previously with preliminary materials.

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

T a b l e o f C o n t e n t s

Block, Inc.

Proxy Statement

Notice of 2026 Annual Meeting of Stockholders | June 16, 2026

T a b l e o f C o n t e n t s

BLOCK, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 12:00 p.m. (U.S. Pacific Time) on Tuesday, June 16, 2026

Dear Stockholders of Block, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Block, Inc., a Delaware corporation, which will be held virtually on Tuesday, June 16, 2026 at 12:00 p.m. (U.S. Pacific Time). You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/XYZ2026, 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:

1.To elect four Class II directors to serve until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To approve, on an advisory basis, the compensation of our named executive officers;

3.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

4.To vote upon a proposal submitted by one of our stockholders regarding establishing a board-level technology committee, if properly presented at the Annual Meeting; and

5.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 20, 2026 (U.S. Eastern Time) as the record date for the Annual Meeting. Only stockholders of record at the close of business on April 20, 2026 (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 24, 2026 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 20, 2026 (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, 2026 (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.


			By order of the Board of Directors,

			Jack Dorsey
			Block Head and Chairperson of the Board of Directors

			Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: April 24, 2026

T a b l e o f C o n t e n t s


TABLE OF CONTENTS


						Page
EXECUTIVE SUMMARY						i
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE						1
Director Nominees						1
Continuing Directors						2
Director Independence						3
Board of Directors Leadership Structure and Role of Our Lead Independent Director						4
Board of Directors Meetings, Attendance, and Committees						5
Compensation Committee Interlocks and Insider Participation						7
Considerations in Evaluating Director Nominees						8
Stockholder Recommendations and Nominations to Our Board of Directors						8
Communications with Non-Management Members of Our Board of Directors						9
Corporate Governance Guidelines and Code of Business Conduct and Ethics						9
Insider Trading Policy and Compliance						9
Risk Management						10
Board’s Role in Data Privacy and Cybersecurity Oversight						11
Sustainability and Corporate Responsibility						12
Director Compensation						13
Stock Ownership Guidelines						16
PROPOSAL NO. 1—ELECTION OF DIRECTORS						17
PROPOSAL NO. 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS						18
PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						19
PROPOSAL NO. 4—STOCKHOLDER PROPOSAL REGARDING BOARD-LEVEL TECHNOLOGY COMMITTEE						21
REPORT OF THE AUDIT AND RISK COMMITTEE						23
EXECUTIVE OFFICERS						24
EXECUTIVE COMPENSATION						25
Compensation Discussion and Analysis						25
Compensation Committee Report

SEC Form DEF 14A filed by Block Inc.