Block, Inc. XYZ

48% shingled-prose overlap between the two filings.

2025: 37,365 chars · 2026: 33,675 chars

• Committee Report:6% overlap (475 → 6,000 chars)
• Pay Ratio (Item 402(u)):52% overlap (59,999 → 41,511 chars)
• Say-on-Pay proposal:5% overlap (1,545 → 25,000 chars)

• changedThis Compensation Discussion and Analysis summarizes the material components of our executive compensation program and our executive compensation policies, practices, and compensation decisions for 2025 2024for our “named executive officers.” Our named executive officers for 2025 2024were:
• newJack DorseyBlock Head and ChairpersonAmrita AhujaFoundational Lead, Chief Financial Officer, Chief Operating Officer and People LeadBrian Grassadonia Ecosystem Lead Owen Britton JenningsBusiness LeadDhanji R.
• newPrasannaFormer Technology + Engineering Lead1Arnaud WeberEngineering Lead
• new1 Mr. Prasanna ceased serving as Technology+ Engineering Lead and as an executive officer as of November 2025.
• newAt Block, we are building technology that enables people and businesses to participate more fully in the economy.
• newOur purpose is economic empowerment, helping individuals and businesses manage, move, and grow their money through simple and connected tools.
• changedOur compensation programs are designed to attract, retain, and grow the best teams that are aligned with this purpose and embody the essentialvalues of our company culture. culture,centeredaroundthefollowingcoreprinciples:
• newOur compensation philosophy is centered around the following core principles:
• changed•Market Competitive: We have a data-driven approach to ensure we stay competitive by benchmarking compensation against industry peers, recognizing that compensation is just one element of our broader value proposition.
• new•Performance Driven: By providing a substantial percentage of our executives' compensation as stock-based awards, we directly link compensation to shareholder value, while fostering a merit-based system that recognizes and rewards impact.
• changed•Equitable: We value and differentiate pay based on responsibility, skill, responsibilities,skills,capability, performance, and experience.
• new•Simple: Our compensation programs are clear and easy for our executives to understand, maximizing line-of-sight to reinforce a clear connection between pay and performance.
• changedIn 2025, 2024,we continued to maintain a simplified approach to employee and executive compensation.
• changedEquity incentives were areprovided through a combination of stock options and RSUs.
• changedWe believe that this combination provided providesan appropriate mix of performance-driven appreciation opportunities through stock options, and alignment of rewards with the long-term interests of our stockholders through RSUs.
• changed•recruit and retain talented individuals who can develop, implement and deliver on long-term value creation strategies by using competitive pay packages focused on long-term executiveretention;
• newBLOCK 2026 Proxy Statement25
• changed•provide heavier weighting (over 90% of aggregate named executive officer compensation during 2025) 2024)towards equity-based compensation directly tied to the long-term value and growth of our company and to align the interests of our executives with those of our stockholders.
• changedFor 2025, 2024,we made the following executive compensation decisions:
• new•Base Salaries: In April 2025, we adjusted the base salary levels of each of our named executive officers (other than Mr. Weber, who joined us in June 2025) after consideration of a competitive market analysis, and after taking into consideration each executive’s performance and contributions over the prior year.
• newWhile cash compensation for our executives remains generally lower than our peer benchmarks, these adjustments are intended to improve the competitive alignment of our executive compensation program.
• changedIn August 2025, December2024,the compensation committee approved an increase in Mr. Weber's Jennings’base salary in connection with his anticipated promotion to Engineering BusinessLead.
• new2026 Executive Compensation Changes
• newBeginning in 2026, we expect to introduce an annual cash incentive bonus program for our leadership team, including our named executive officers, with payouts based on the achievement of company-wide gross profit and operating income targets.
• newThe program is expected to be formulaic, with equal weighting of these two metrics and payout opportunities ranging from 0% to 200% of target based on Company performance.
• newIn addition, all equity awards granted to our named executive officers in 2026 are expected to be in the form of restricted stock units, replacing our prior mix of stock options and RSUs.
• newWe believe these changes will strengthen the alignment between pay and performance by introducing a performance-based cash component tied to key financial outcomes, while continuing to emphasize long-term equity that aligns our executives with stockholders.
• changedImpact of 2025 2024Stockholder Advisory Vote on Executive Compensation
• changedIn June 2025, 2024,we conducted a non-binding, advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote, at our 2025 2024annual meeting of stockholders.
• changedOur stockholders overwhelmingly voted to approve the compensation of the named executive officers, with approximately 97% 98%of the votes cast in favor of our executive compensation program.
• changedOur compensation committee was mindful of this strong support, and after considering this advisory vote result and evaluating our executive compensation policies and practices throughout 2025, 2024,determined that we should maintain the compensation philosophy and objectives from prior years and retain our general approach to executive compensation.
• newAs a result, our compensation committee decided to continue to provide
• newBLOCK 2026 Proxy Statement26
• changedAsaresult,ourcompensationcommitteedecidedtocontinuetoprovidecompensation with an emphasis on equity compensation that rewards our most senior executives when they deliver value for our stockholders.
• changedFor purposes of the discussion below, references to “compensation committee” shall mean the “subcommittee” for all actions taken with respect to such awards in 2025, 2024,except as otherwise noted.
• changedFor additional information on our compensation committee, including its authority, refer to the section entitled “Board of Directors and Corporate Governance—Board of Directors Meetings, Attendance, Meetingsand Committees—Compensation Committee.”
• changedOur Block Head, People Lead, and members of our People team provide our compensation committee with information on the scope corporateand responsibility of each named executive officer, an assessment of such officer's individual performance, including through peer feedback and executive self-assessments, market data, and their perspectives and recommendations on compensation matters.
• changedIn 2025, July2024,our compensation committee continued to engage Pay Governance, an transitionedfromitsexistingindependentcompensationconsultant,Compensia,,andengagedanewindependent compensation consultant, PayGovernanceLLC(“PayGovernance”),to assist with its duties, including providing advice relating to our compensation peer group selection as well as providing support and specific analyses with regard to compensation data and formulation of recommendations for executive and outside director compensation.
• newPay Governance reports directly to our compensation committee and not to management, is independent from us and has provided no other services to us other than the services provided to our compensation committee.
• changedOur compensation committee has assessed the independence of bothCompensiaandPay Governance, taking into account, among other matters, the enhanced independence standards and factors set forth in Exchange Act Rule10C-1andtheapplicablelistingstandardsoftheNYSE,andconcludedthattherearenoconflictsofinterestregardingtheworkthatCompensiaperformedandPayGovernanceperformsforourcompensationcommittee.
• newBLOCK 2026 Proxy Statement27
• newRule 10C-1 and the applicable listing standards of the NYSE, and concluded that there are no conflicts of interest regarding the work that Pay Governance performs for our compensation committee.
• changedOur compensation peer group is set forth below and was established for 2025 2024with input from Pay Governance. Compensia.
• newThe compensation peer group was developed using a rules-based/mechanical approach and reflects publicly-traded companies with similar industry, geography, and financial characteristics as us.
• newThe quantitative characteristics evaluated included market capitalization, gross profit, revenue, gross profit growth, Rule of 40 achievement, and employee count.
• newFollowing its annual review of the compensation peer group and the application of the criteria described above, the compensation committee approved changes to the peer group for 2025, including the removal and addition of companies, to ensure it continues to reflect companies with similar industry, scale, growth, and financial characteristics.
• changedFour Twocompanies, Autodesk, Snap, Twilio, Adobeand Zoom Video, Twitter,that had met the criteria for inclusion in our peer group in 2024 2023no longer met those criteria in 2025 2024and were removed from our 2025 2024peer group.
• changedSimilarly, companies that were outside of our scoping metrics in 2024 2023but within them in 2025 2024were added to our compensation peer group.
• changedAccordingly, the compensation peer group used to inform our 2025 2024compensation decisions were:
• newAdobe*DoorDashIntuitShopifyAffirmeBayPalo Alto NetworksToastAirbnbFiservPayPalUberAtlassian*Global PaymentsServiceNowWorkdayCoinbase
• changedRelative to our compensation peer group above, at the time of approval of our peer group in October 2024, July2023,Block ranked at the 89th 88thpercentile on a trailing four quarters GAAP revenue basis and at the 24th 45thpercentile on a market capitalization basis.
• changedConsistentwithourcompensationphilosophy,Our executive compensation program for 2025 consisted consistsof only two primary elements: base salary and long-term incentive compensation in the form of equity awards.
• changedDuring 2025, 2024,we provided no cash-based incentive compensation opportunities to our named executive officers, instead focusing on linking compensation to stockholder value by using equity awards as the primary means of incentive compensation.
• newBeginning in 2026, we expect to introduce an annual cash incentive bonus
• newBLOCK 2026 Proxy Statement28
• newprogram for our named executive officers, with payouts based on the achievement of company-wide gross profit and operating income targets.
• changedIn April 2025, our compensation committee reviewed the base salaries of our named executive officers except Mr. Weber who was not hired until June 2025, GrassadoniaandPrasanna,taking into consideration a competitive market analysis performed by Pay Governance, Compensia,the recommendations of our Block Head and our People Lead, the desire to retain our highly qualified executive team, and the other factors described above.
• newFollowing this review, our compensation committee decided to increase the annual base salary levels for our named executive officers (except Mr. Weber) to $600,000 USD (or the equivalent in the named executive officer's local currency).
• changedIn addition, our compensation committee determined that it was appropriate to keep our Block Head’s 2025 2024base salary level at $2.75 per year, at the request of our Block Head and with compensation committee approval.
• newIn August 2025, the compensation committee approved an increase in Mr. Weber's base salary from $550,000 USD to $600,000 USD in connection with his anticipated promotion to Engineering Lead, which became effective in November 2025, and to align his base salary with other named executive officers.
• changedThe annualized base salaries of our named executive officers as of December 31, 2025, 2024,compared to December 31, 2024, 2023,were:
• newNamed Executive OfficerAnnual BaseSalary as ofDecember 31, 2024Annual BaseSalary as ofDecember 31, 2025PercentageIncreaseJack Dorsey$2.75 $2.75 0%Amrita Ahuja$565,000 $600,000 6%Brian Grassadonia$565,000 $600,000 6%Owen Britton Jennings$565,000 $600,000 6%Dhanji R.
• newPrasanna⁽¹⁾$580,000 $616,667 6%Arnaud WeberNA(2)$600,000 NA(2)
• changed(1)Mr. Prasanna’s base salary has been converted from AUD to USD at an exchange rate of 1.50 1.61AUD to 1.00 USD, using the exchange rate as of December 31, 2025. 2024.
• new(2)Mr. Weber was hired as Cash App Engineering Lead on June 2, 2025 and therefore did not receive a 2024 base salary.
• newWe seek to incentivize this focus in our employees,
• newBLOCK 2026 Proxy Statement29
• changedWeseektoincentivizethisfocusinouremployees,including our named executive officers, through the use of equity-based awards, the value of which depends on the performance of our stock.
• changedTypically, these awards vest over four years, contingent on continued service, and the awards to our named executive officers in 2025 2024followed this practice.
• changedOur executive compensation program has historically provided providesequity incentives through a mix of stock options and RSUs.
• newFor the 2026 fiscal year, the compensation committee expects that all stock-based awards granted to our named executive officers will be in the form of RSUs.
• changedIn determining the mix of stock options and RSUs for 2025, 2024,our compensation committee, with input from our Block Head, our People Lead, and Pay Governance, Compensia,considered competitive market practices as well as the retention and performance incentives of outstanding equity holdings and determined that a mix of approximately 50% stock options and 50% RSUs, based on the target grant date value of the awards, provided appropriate incentives for the named executive officers in 2025. 2024.
• changedInstead, our compensation committee has exercised its judgment and discretion, in consultation with our Block Head and our People Lead, and considered, among other factors, the role and responsibility of each named executive officer, competitive factors, the amount of equity compensation already held by each ournamed executive officer (and the extent to which it was vested), and the cash compensation to be received by each ournamed executive officer, to determine and approve the size and terms of new equity awards.
• changedIn 2025, 2024,we granted annual equity awards to our named executive officers described in the table below.
• changedIn determining the size and terms of these annual equity awards, our compensation committee, with input from our Block Head, our People Lead, and Pay Governance, Compensia,considered the past and expected future key contributions of each of these named executive officers, the extent to which their existing equity awards were vested, and the competitive market data for similarly situated executives.
• newNamed Executive OfficerNumber of Securities Underlying Options (#)⁽¹⁾RSUs (#)Grant Date Fair Value ($)Amrita Ahuja210,960102,230⁽²⁾11,728,451 Brian Grassadonia105,48051,115⁽²⁾5,864,225 Owen Britton Jennings235,446114,095⁽²⁾13,089,722 Dhanji R.
• newPrasanna282,535136,914⁽²⁾15,707,661 Arnaud Weber—231,375⁽³⁾17,952,386 —49,316⁽⁴⁾3,954,157
• new___________________________________
• changed(1)One forty-eighth of the shares subject to the option vest each month beginning April 20, 2025, 2024,subject to continued service with the Company.
• changed(2)One-sixteenth of the RSUs vest in equal quarterly installments over four years beginning May 20, 2025, 2024,subject to continued service with the Company.

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