Block Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1)Consolidated Financial Statements:
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules:
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.
(3)Exhibits
The documents listed in the following Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date |
| 2.1 | Scheme Implementation Deed, dated as of August 2, 2021, by and among Square, Inc., Lanai (AU) 2 Pty Ltd, and Afterpay Limited. | 8-K | 001-37622 | 2.1 | August 2, 2021 |
| 2.2 | Amending Deed, dated as of December 7, 2021, by and among Block, Inc., Lanai (AU) 2 Pty Ltd and Afterpay Limited. | 8-K | 001-37622 | 2.1 | December 7, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant, as amended. | 10-K | 001-37622 | 3.1 | February 24, 2022 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-37622 | 3.1 | October 21, 2022 |
| 4.1 | Form of Class A common stock certificate of the Registrant. | S-1/A | 333-207411 | 4.1 | November 6, 2015 |
| 4.4 | Indenture, dated March 5, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A. | 8-K | 001-37622 | 4.1 | March 5, 2020 |
| 4.5 | Form of 0.125% Convertible Senior Note due 2025 (included in Exhibit 4.4). | 8-K | 001-37622 | 4.2 | March 5, 2020 |
| 4.6 | Indenture, dated November 13, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (2026 Convertible Notes). | 8-K | 001-37622 | 4.1 | November 13, 2020 |
| 4.7 | Form of 0% Convertible Senior Note due 2026 (included in Exhibit 4.6). | 8-K | 001-37622 | 4.2 | November 13, 2020 |
| 4.8 | Indenture, dated November 13, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (2027 Convertible Notes). | 8-K | 001-37622 | 4.3 | November 13, 2020 |
| 4.9 | Form of 0.25% Convertible Senior Note due 2027 (included in Exhibit 4.8). | 8-K | 001-37622 | 4.4 | November 13, 2020 |
| 4.10 | Indenture, dated as of May 20, 2021, by and between Square, Inc. and Bank of New York Mellon Trust Company, N.A., as Trustee (2.75% Senior Notes due 2026). | 8-K | 001-37622 | 4.1 | May 20, 2021 |
| 4.11 | Form of 2.75% Senior Note due 2026 (included in Exhibit 4.10). | 8-K | 001-37622 | 4.2 | May 20, 2021 |
| 4.12 | Indenture, dated as of May 20, 2021 by and between Square, Inc. and Bank of New York Mellon Trust Company, N.A., as Trustee (3.50% Senior Notes due 2031). | 8-K | 001-37622 | 4.3 | May 20, 2021 |
| 4.13 | Form of 3.50% Senior Note due 2031 (included in Exhibit 4.12). | 8-K | 001-37622 | 4.4 | May 20, 2021 |
| 4.14 | Description of Class A Common Stock. | 10-K | 001-37622 | 4.7 | February 26, 2020 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date |
| 10.1+ | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1/A | 333-207411 | 10.1 | November 6, 2015 |
| 10.2.1+ | Block, Inc. 2015 Equity Incentive Plan, as amended and restated | 10-K | 001-37622 | 10.2.1 | February 24, 2022 |
| 10.2.2+* | Form of Restricted Stock Unit Award and Restricted Stock Unit Agreement. | ||||
| 10.2.3+ | Form of Restricted Stock Award and Restricted Stock Agreement. | 10-K | 001-37622 | 10.2.3 | February 24, 2022 |
| 10.2.4+* | Form of Stock Option Grant and Stock Option Agreement. | ||||
| 10.3+ | Block, Inc. 2015 Employee Stock Purchase Plan, as amended and restated. | 10-Q | 001-37622 | 10.1 | November 3, 2022 |
| 10.4+ | Square, Inc. 2009 Stock Plan and related form agreements. | S-1 | 333-207411 | 10.4 | October 14, 2015 |
| 10.5+ | Square, Inc. Executive Incentive Compensation Plan. | S-1 | 333-207411 | 10.5 | October 14, 2015 |
| 10.6* | Block, Inc. Outside Director Compensation Policy, as amended and restated. | ||||
| 10.7+ | Form of Change of Control and Severance Agreement between the Registrant and certain of its executive officers. | S-1 | 333-207411 | 10.7 | October 14, 2015 |
| 10.8+* | Form of Change of Control and Severance Agreement between the Registrant and certain of its executive officers entered into on and after January 27, 2020. | ||||
| 10.9+ | Offer Letter between the Registrant and Jack Dorsey, dated as of March 7, 2016. | 10-K | 001-37622 | 10.8 | March 10, 2016 |
| 10.10+ | Offer Letter between the Registrant and Alyssa Henry, dated as of October 1, 2015. | S-1/A | 333-207411 | 10.12 | November 6, 2015 |
| 10.11+ | Offer Letter between the Registrant and Amrita Ahuja, dated as of December 16, 2018. | 8-K | 001-37622 | 10.1 | January 4, 2019 |
| 10.12+ | Separation Agreement between the Registrant and Sivan Whiteley, dated as of April 26, 2023. | 10-Q | 001-37622 | 10.1 | May 4, 2023 |
| 10.13 | Revolving Credit Agreement dated as of May 1, 2020 among the Registrant, the Lenders Party Thereto, and Goldman Sachs Bank USA, as Administrative Agent. | 8-K | 001-37622 | 10.1 | May 6, 2020 |
| 10.14 | First Amendment to Credit Agreement, dated as of May 28, 2020, among the Registrant, the Lenders Party Thereto, and Goldman Sachs Bank USA, as Administrative Agent. | 8-K | 001-37622 | 10.1 | June 3, 2020 |
| 10.15 | Second Amendment to Credit Agreement, dated as of November 9, 2020, among the Registrant, the Lenders Party Thereto, and Goldman Sachs Bank USA, as Administrative Agent. | 8-K | 001-37622 | 10.6 | November 10, 2020 |
| 10.16 | Third Amendment to Credit Agreement, dated as of January 28, 2021, by and among the Registrant, the Lenders party thereto, and Goldman Sachs Bank USA, as administrative agent. | 8-K | 001-37622 | 10.1 | February 3, 2021 |
| 10.17 | Fourth Amendment to Credit Agreement, dated as of May 25, 2021, by and among Square, Inc., the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent. | 8-K | 001-37622 | 10.1 | May 26, 2021 |
| 10.18 | Fifth Amendment to Credit Agreement, dated as of January 28, 2022, by and among Block, Inc., the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent. | 8-K | 001-37622 | 10.1 | January 31, 2022 |
| 10.19 | Sixth Amendment to Credit Agreement, dated as of February 23, 2022, by and among Block, Inc., the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent. | 10-K | 001-37622 | 10.21 | February 24, 2022 |
| 10.20 | Seventh Amendment to Credit Agreement, dated as of June 9, 2023, among Block, Inc., the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. | 8-K | 001-37622 | 10.1 | June 9, 2023 |
| 10.21# | Master Development and Supply Agreement by and between the Registrant and TDK Corporation, dated as of October 1, 2013. | 10-Q | 001-37622 | 10.2 | August 3, 2023 |
| 10.22# | Master Manufacturing Agreement by and between the Registrant and Cheng Uei Precision Industry Co., Ltd., dated as of June 27, 2012. | 10-Q | 001-37622 | 10.3 | August 3, 2023 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date |
| 10.23#* · ASIC Development and Supply Agreement by and between the Registrant, Semiconductor Components Industries, LLC (d/b/a ON Semiconductor) and ON Semiconductor Trading, Ltd., dated as of March 25, 2013. | |||||
| 10.24 | Amendment 1 to ASIC Development and Supply Agreement, dated as of January 15, 2019. | 10-K | 001-37622 | 10.23 | February 27, 2019 |
| 10.25 | Paycheck Protection Program Liquidity Facility Letter Agreement, dated as of June 2, 2020. | 8-K | 001-37622 | 10.2 | June 3, 2020 |
| 10.26 | Paycheck Protection Program Liquidity Facility Letter of Agreement, dated as of January 29, 2021. | 8-K | 001-37622 | 10.2 | February 3, 2021 |
| 10.27 | Form of Convertible Note Hedge Confirmation. | 8-K | 001-37622 | 10.2 | May 25, 2018 |
| 10.28 | Form of Warrant Confirmation. | 8-K | 001-37622 | 10.3 | May 25, 2018 |
| 10.29 | Form of Convertible Note Hedge Confirmation. | 8-K | 001-37622 | 10.2 | March 5, 2020 |
| 10.30 | Form of Warrant Confirmation. | 8-K | 001-37622 | 10.3 | March 5, 2020 |
| 10.31 | Form of Convertible Note Hedge Confirmation (2026 Convertible Notes). | 8-K | 001-37622 | 10.2 | November 10, 2020 |
| 10.32 | Form of 2026 Warrant Confirmation. | 8-K | 001-37622 | 10.4 | November 10, 2020 |
| 10.33 | Form of Convertible Note Hedge Confirmation (2027 Convertible Notes). | 8-K | 001-37622 | 10.3 | November 10, 2020 |
| 10.34 | Form of 2027 Warrant Confirmation. | 8-K | 001-37622 | 10.5 | November 10, 2020 |
| 21.1* | List of subsidiaries of the Registrant. | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm. | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1†* | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Financial Restatement Clawback Policy | ||||
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
- Filed herewith.
- Indicates management contract or compensatory plan.
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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