XYZ officer sells shares for tax withholding; 10b5-1 plan used

Rhea-AI Filing Summary

Jennings Owen Britton, an officer and business lead at Block, Inc. (ticker XYZ), reported routine sales of Class A common stock in August 2025. The filing shows three transactions: on 08/21/2025 he sold 10,424 shares at $73.20 each to satisfy tax withholding on vested restricted stock units, reducing his holdings to 263,507 shares. On 08/22/2025 two Rule 10b5-1 plan sales executed: 6,377 shares at $73.50 and 2,124 shares at $75.00, leaving beneficial ownership at 255,006 shares after the transactions. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Sales disclosed transparently via Form 4 with clear explanations
• Use of a Rule 10b5-1 trading plan (adopted 08/05/2024) provides compliance context
• One sale was to satisfy tax withholding on vested restricted stock units, a common administrative action

Negative

• Insider reduced beneficial ownership by a total of 18,925 shares across reported transactions
• Sales executed at market prices ($73.20, $73.50, $75.00) may be viewed negatively by some investors seeking executive ownership retention

Insights

Securities Analyst

TL;DR: Routine insider sales under a pre-set 10b5-1 plan and tax-withholding dispositions, not a spontaneous insider trade.

The transactions are primarily mechanistic: one sale to satisfy income tax withholding on vested RSUs and two sales executed under a Rule 10b5-1 trading plan adopted 08/05/2024. These are common means for executives to monetize equity while retaining compliance with insider trading rules. The aggregate number sold (18,925 shares) is meaningful in absolute terms but should be assessed relative to total holdings and the issuer's outstanding shares to judge materiality. The filing shows continued disclosure discipline via Form 4 and use of an attorney-in-fact signature.

Corporate Governance Expert

TL;DR: Disclosure aligns with best practices: tax-related disposition plus Rule 10b5-1 sales provide governance-friendly context.

The Form 4 explicitly states the tax-withholding nature of the 08/21/2025 sale and identifies the 08/22/2025 sales as conducted under a 10b5-1 plan adopted on 08/05/2024, which supports affirmative defense against insider trading claims. The presence of an attorney-in-fact signature indicates delegated filing authority. No amendment or corrective disclosure is indicated. From a governance perspective, these elements reduce regulatory and reputational risk compared with undisclosed ad-hoc sales.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jennings Owen Britton

(Last) (First) (Middle)

1955 BROADWAY

SUITE 600

(Street)

OAKLAND CA 94612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Block, Inc. [ XYZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Business Lead

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/21/2025		S		10,424(1)	D	$73.2	263,507	D
Class A Common Stock	08/22/2025		S(2)		6,377	D	$73.5	257,130	D
Class A Common Stock	08/22/2025		S(2)		2,124	D	$75	255,006	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares automatically sold to satisfy the Issuer's income tax withholding and remittance obligations in connection with the vesting of restricted stock units.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 5, 2024.

Remarks:

	/s/ Susan Szotek, Attorney-in-Fact	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Jennings Owen Britton report on Form 4 for XYZ?

He reported three Class A common stock sales: 10,424 shares on 08/21/2025 at $73.20, 6,377 shares on 08/22/2025 at $73.50, and 2,124 shares on 08/22/2025 at $75.00.

Why was the 08/21/2025 sale executed according to the Form 4?

The filing states that 10,424 shares were automatically sold to satisfy the issuer's income tax withholding and remittance obligations related to vested restricted stock units.

Were the August 2025 sales made under a pre-established trading plan?

Yes. The Form 4 notes that the sales on 08/22/2025 were effected pursuant to a Rule 10b5-1 trading plan adopted on 08/05/2024.

How many shares did the reporting person own after the disclosed transactions?

After the 08/21/2025 sale the Form 4 reports 263,507 shares beneficially owned; following the 08/22/2025 sales the reported beneficial ownership was 255,006 shares.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by /s/ Susan Szotek, Attorney-in-Fact on behalf of the reporting person, dated 08/25/2025.