Washington, D.C. 20549
FORM 10-K (Mark One)☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-37622 BLOCK, INC. (Exact name of registrant as specified in its charter)Delaware 80-0429876
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)1955 Broadway, Suite 600
Oakland, CA 946121
(Address of principal executive offices, including zip code)(415) 375-3176
(Registrant's telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.0000001 par value per share Securities registered pursuant to Section 12(g) of the Act: None | XYZ | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
1 We have adopted a distributed work model and, therefore, have no formal headquarters. This address represents our "principal executive office," which we are required to identify under Securities and Exchange Commission rules.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant's Class A common stock on June 30, 2025 as reported by the New York Stock Exchange on such date was approximately $39.4 billion. Shares of the registrant's Class A common stock and Class B common stock held by each executive officer, director and holder of 5% or more of the outstanding Class A common stock and Class B common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.
As of February 20, 2026, the number of shares (in thousands) of the registrant's Class A and Class B common stock outstanding were 539,103 and 59,993, respectively.
Portions of the registrant's Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31, 2025.
TABLE OF CONTENTS | ||
Page No. | ||
PART I | ||
Item 1. | Business | 5 |
Item 1A. | Risk Factors | 22 |
Item 1B. | Unresolved Staff Comments | 60 |
Item 1C. | Cybersecurity | 60 |
Item 2. | Properties | 61 |
Item 3. | Legal Proceedings | 61 |
Item 4. | Mine Safety Disclosures | 62 |
PART II | ||
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 63 |
Item 6. | [RESERVED] | 64 |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 65 |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 84 |
Item 8. | Financial Statements and Supplementary Data | 86 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 148 |
Item 9A. | Controls and Procedures | 148 |
Item 9B. | Other Information | 149 |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 149 |
PART III | ||
Item 10. | Directors, Executive Officers and Corporate Governance | 150 |
Item 11. | Executive Compensation | 150 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 150 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 150 |
Item 14. | Principal Accounting Fees and Services | 150 |
PART IV | ||
Item 15. | Exhibits, Financial Statement Schedules | 151 |
Item 16. | Form 10-K Summary | 154 |
Signatures | 155 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "appears," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about our future financial and operating performance, our expectations regarding transaction and loan losses, the adequacy of our allowance for credit losses on loans held for investment, or increased delinquencies, and the impact of inaccurate estimates or inadequate reserves, our anticipated growth and growth strategies and our ability to effectively manage that growth, our ability to invest in and develop our products and services to operate with changing technology, including our ability and timing to integrate artificial intelligence and cryptocurrency features into our business and products, the expected benefits of artificial intelligence ("AI") tools to our employees, to our customers, to the pace of our innovation and to our overall business, the expected benefits of our products to our customers and the impact of our products on our business, our expectations regarding product launches, trends in our markets and the continuation of such trends, our expectations related to our recently announced workforce reduction and anticipated costs, impact, risks and benefits of such action, our plans with respect to patents and other intellectual property, our expectations regarding litigation and regulatory matters, the adequacy of reserves for such matters and the impact of any such matters or settlements thereof on our business, our expectations regarding share-based compensation, our expectations regarding the impacts of accounting guidance and the timing of our compliance therewith, our expectations regarding restricted cash, and the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements.
We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
All forward-looking statements are based on information and estimates available to us at the time of filing this Annual Report on Form 10-K and are not guarantees of future performance. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law.
PART I
ITEM 1. BUSINESS
Our Purpose
At Block, Inc. (together with its subsidiaries, "Block" or "we"), we are building technology that enables people and businesses to participate more fully in the economy. Our purpose is economic empowerment, helping individuals and businesses manage, move, and grow their money through simple and connected tools.
Our Ecosystems
Block designs and operates connected ecosystems that integrate commerce solutions, financial services, software, hardware, and networks to serve individuals and small businesses, primarily through Cash App's consumer network and Square's business ("seller") network. Our platform integrates payments, banking, lending, and commerce solutions designed to provide secure, reliable, and scalable financial infrastructure. We apply data, automation, and AI to improve the speed, accuracy, and usability of our products.
Our ecosystem strategy connects these capabilities across both sellers and consumers. The ecosystems share common infrastructure for payments processing, risk management, identity, and data, allowing customers to access multiple products across a connected platform. We continue to invest in capabilities that enhance interoperability and efficiency, including embedded financial services, automation, and open protocols such as Bitcoin.
Square Ecosystem
We started Block with the Square ecosystem in February 2009 to enable businesses to accept card payments, a critical capability that had previously been inaccessible to many businesses. As our company grew, we recognized that sellers need a broad set of integrated solutions to operate efficiently and competitively. We saw how we could apply our strength in technology and innovation to help sellers. We have since expanded Square into a comprehensive commerce ecosystem that provides more than 30 distinct products and services to help our sellers start, run, and grow their businesses. We combine commerce solutions, financial services, and bitcoin capabilities to create products and services that are cohesive, fast, self-serve, and elegant. These attributes differentiate Square in a fragmented industry that traditionally forced sellers to stitch together products and services from multiple vendors, and often rely on inefficient non-digital processes and tools. Our ability to add new sellers efficiently, help them grow their business, and cross-sell our products and services has historically contributed to our growth.
Cash App Ecosystem
Cash App provides an ecosystem of financial products and services to help consumers manage their money. Cash App's mission is to redefine the world's relationship with money by making it more relatable, instantly available, and universally accessible. While Cash App started with the single ability to send and receive money, it now provides an ecosystem of commerce solutions, financial services, and Bitcoin capabilities focused on helping consumers make their money go further by enabling customers to store, send, receive, spend, invest, buy now, pay later ("BNPL"), borrow, or save their money with Cash App. Similar to our Square ecosystem, we believe the aggregation of these products into one app differentiates Cash App from competitors and provides greater utility for customers, allowing Cash App to build retentive relationships with its customers. Over time, with its bank partners, Cash App is aiming to become one of the top providers of banking services to households in the United States that earn up to $150,000 per year.
TIDAL Ecosystem
TIDAL expands our purpose of economic empowerment to artists. TIDAL is a global platform for musicians and their fans that uses unique content, experiences, and features to bring fans closer to artists and to provide artists with tools to succeed as entrepreneurs. TIDAL offers an extensive catalog of more than 250 million songs and 1,000,000 high-quality videos. TIDAL has a global presence with listeners in more than 60 countries and relationships with nearly 300 labels and distributors.
Bitcoin Ecosystem
Our bitcoin ecosystem includes our bitcoin hardware projects, which include Bitkey, which is a self-custody bitcoin wallet, Proto, which is a bitcoin mining system, as well as Spiral, an independent team focused on contributing to bitcoin open source work. We believe our bitcoin ecosystem can help address inefficiencies in the current financial system, especially with respect to identity and trust. Through our bitcoin initiatives, we are developing open hardware, self-custody tools, and decentralized technologies that enable individuals to securely own and verify their digital assets, reinforcing user control and trust without reliance on traditional financial intermediaries.
Our Segments and Revenue Categories
Our two reportable segments are Square and Cash App, which reflects our two primary ecosystems and the manner in which the Company's chief operating decision maker ("CODM") reviews and assesses performance. Historically, we reported revenue by category, including transaction-based revenue, subscription and services-based revenue, hardware revenue, and bitcoin revenue. These categories represented the primary sources of revenue within our Square and Cash App ecosystems.
We have realigned our revenue categories to better reflect the evolution of our company. Since our initial public offering, we have grown from a payments-focused platform into a broader ecosystem that includes loan products through financial services and bitcoin-related offerings. These businesses are integral to our operations and illustrate the expanded scope of our company today. As a result, we identified three reportable revenue categories: Commerce Enablement, Financial Solutions, and the Bitcoin Ecosystem.
Commerce Enablement empowers sellers and consumers to transact across our ecosystems. It primarily includes Square payments, software, and hardware, Cash App Card, Cash App Pay, our BNPL products, and Cash App Business. Commerce Enablement also includes TIDAL streaming and artist tools, which extend our commerce capabilities to creators.
Financial Solutions provides banking, lending, and money management products for individuals and businesses. This primarily includes Cash App Borrow, Instant Deposit, Interest Income, Paper Money Deposits, ATM, and brokerage services, as well as Square Loans, Savings, Balances, and Square Card. Financial Solutions enables customers to access, manage, and grow their money.
Bitcoin Ecosystem encompasses our consumer and business bitcoin products, including bitcoin buy/sell functionality in Cash App, Square Bitcoin, Proto, and Bitkey. This ecosystem reflects our efforts to make bitcoin accessible, secure, and integrated into everyday financial activity through the development of open financial infrastructure.
These revenue categories reflect how we see our business today. Each revenue category represents a distinct driver of growth and profitability within our business and is supported by shared infrastructure, including our automation and artificial intelligence platform. Together, these revenue categories generated $10.4 billion in gross profit in 2025.
Our Customers
Our Square Sellers
Square sellers represent a diverse range of industries (including services, food-related, and retail businesses) and sizes, ranging from sole proprietors to multinational businesses. Square sellers span geographies, including the United States, Canada, Japan, Australia, the United Kingdom, Ireland, France, and Spain. We have also increasingly served mid-market sellers, which we define as sellers that generate more than $500,000 in annualized Square Gross Payment Volume ("Square GPV"), due to our ability to offer more flexible and complex solutions than traditional alternatives, as well as a growing product suite. For the years ended December 31, 2025, 2024, and 2023, none of our customers accounted for greater than 5% of Square GPV. We define Square GPV as the total dollar amount of all card and bank payments processed by sellers using Square, net of refunds.
In the year ended December 31, 2025, more than 4.5 million sellers used the Square ecosystem to make 5.9 billion individual sales transactions totaling $250 billion of Square GPV. These sales transactions originated from more than 800 million payment cards, across more than 300 million buyer profiles.
The charts below show the percentage mix of our Square GPV by seller industry and seller size for the year ended December 31, 2025:
Our Cash App Customers
As of December 2025, Cash App had 59 million monthly transacting actives across the United States. In 2025, Cash App was the number one finance app on Google Play and number three finance app on iOS based on downloads in the United States. Cash App has a diverse mix of customers and, in the United States, had monthly transacting actives in each of the 50 states and nearly every county as of December 2025.
In 2025, Cash App transacting actives brought $316 billion in inflows into Cash App. In the fourth quarter of 2025, our Cash App monthly transacting actives brought in an average of $1,410 of inflows during the quarter. A transacting active is a Cash App account that has at least one financial transaction using any product or service within Cash App during the specified period. Examples of transactions include sending or receiving a peer-to-peer payment, transferring money into or out of Cash App, making a purchase using Cash App Card, earning a dividend on a stock investment, and paying back a loan, among others. Certain of these accounts may share an alias identifier with one or more other transacting active accounts. This could represent, among other things, one customer with multiple accounts or multiple customers sharing one alias identifier (for example, families).
Our Products and Services
Square
Our Square ecosystem consists of more than 30 distinct commerce enablement and financial services products. Our products are designed to be self-serve and intuitive to make initial setup and new employee training fast and easy, although we also offer full-service setup and support. Our products are also flexible enough to serve the needs of both small, single location and large, complex multi-location sellers. Our products are integrated to create a seamless experience and enable a holistic view of sales, customers, employees, and finances. We supplement these first party capabilities with our open developer platform that enables integrations with third-party applications. We monetize these products primarily through our Commerce Enablement solutions, including payment processing, software, and hardware as well as through Financial Solutions, such as lending and banking services.
Our pricing and packaging model is intended to enhance product discovery, support increased software adoption and retention, and reflect our continued focus on maintaining simple and transparent pricing practices.
Strategic Priorities: Our focus for Square is reflected in three core pillars: Commerce, Automation, and Networks.Commerce: Square seeks to simplify selling for businesses of varying sizes by offering software, hardware, payments, and financial solutions delivered through a vertically integrated platform. These solutions are intended to support key seller workflows, including point-of-sale, ordering, inventory, staffing, and business management.
Automation: We are focused on enabling growth by leveraging AI to increase productivity and outcomes for our sales and marketing, customer service, and engineering efforts, in addition to building features that help sellers grow their businesses. We aim to enhance seller efficiency by automating operational and financial tasks. Square's AI-enabled tools are designed to reduce manual work, support sellers' decision-making, and enable sellers to manage their operations and finances more effectively, and give them time back.
Networks: Our strategy includes strengthening local commerce ecosystems by enabling deeper connections among sellers, their customers, staff, and other sellers, and by leveraging Cash App's network of monthly transacting actives to expand seller reach and support ecosystem engagement.
Commerce EnablementSquare's commerce enablement products include our payments, software, and hardware products, which together provide an integrated operating system for local commerce. These products enable sellers to accept payments, manage orders and inventory, engage customers, and operate their businesses across a range of industries and geographies.
Square Payments capabilities enable sellers to accept card-present and card-not-present payments across in-person, online, mobile, and invoice-based channels. Square acts as both the merchant of record and payment service provider, settling funds with sellers and managing associated payment-related risk. Square generates payment processing fees on each completed transaction, which represent a significant component of Commerce Enablement revenue. As merchant of record, Square maintains contractual relationships with acquiring processors, card networks, and other providers of transaction-processing services. These arrangements often include commercial terms that are not typically available to sellers contracting independently with such providers.
Square Software products enable sellers to manage point-of-sale operations, conduct commerce across in-person and online channels, and engage with their customers. These products are designed to simplify business management by integrating payment acceptance, order and inventory management, and customer engagement into a single platform.
In 2025, Square introduced a streamlined pricing and packaging framework consisting of three bundled tiers that combine software functionality with corresponding payment-processing rates. This structure is intended to simplify pricing, improve onboarding, and increase software adoption across the seller base. In addition to these tiers, we also offer custom pricing for larger sellers to meet their specific business needs.
Square Point of Sale is Square's primary commerce application for sellers and provides a customizable point-of-sale solution that supports a broad range of business types and operational needs. Additional software capabilities, including online and remote payment solutions, enable sellers to synchronize inventory, orders, and customer data across sales channels, supporting omnichannel commerce.
Square also provides customer engagement and marketing tools that help sellers attract and retain buyers through loyalty and rewards programs, digital marketing campaigns, and gift card offerings. Operational tools, such as Square Team Management and Square Payroll, allow sellers to manage scheduling, performance, and payroll administration. These products integrate directly with Square's commerce and financial services, providing sellers with a cohesive experience.
For developers and larger sellers, Square offers application programming interfaces and software development kits that extend Square's commerce and payments functionality to custom applications and third-party systems, enabling deeper integration and expanding payment volume across channels.
Square Hardware is custom-designed and can process all major card payment forms, including magnetic stripe, EMV chip, and NFC (contactless). Sellers are able to accept cards issued by Visa, Mastercard, American Express, Discover, JCB (in Japan), Interac Flash (in Canada), e-Money (in Japan), and eftpos (in Australia). Square hardware can be integrated with additional accessories such as cash drawers, receipt printers, scales, and barcode scanners to provide sellers with a comprehensive point-of-sale solution. Square's hardware portfolio includes the following:
Square Register is an all-in-one offering that combines our hardware, point-of-sale software, and payments technology. The dedicated hardware consists of two screens: a seller display and a customer display with a built-in card reader that accepts tap, dip, and swipe payments.
Square Terminal is a portable, all-in-one payments device and receipt printer to replace traditional keypad terminals. It accepts tap, dip, and swipe payments, enabling payments anywhere in the store.
Square Stand enables an iPad to be used as a payment terminal or full point-of-sale solution. It features an integrated contactless and chip reader.
Square Reader for contactless and chip accepts EMV chip cards and NFC payments, enabling acceptance via Apple Pay, Google Pay, and other mobile wallets.
Square Reader for magstripe enables swiped transactions of magnetic-stripe cards by connecting with an iOS or Android smartphone or tablet via the headphone jack or Lightning connector.
Square Handheld is a portable point-of-sale device that enables sellers to accept payments, manage orders, and perform back-of-house tasks through a single, integrated hardware solution.
Financial SolutionsThrough our wholly-owned subsidiary bank, Square Financial Services, Inc. ("Square Financial Services") and with our third-party bank partners, we offer a growing number of Financial Solutions products that make it easier for sellers to manage cash flow and get faster access to funds. These products include lending, deposits, savings, payment acceleration tools, and related financial services.
Square Lending provides a platform of lending products to qualified Square sellers. Square Loans facilitates loans to qualified Square sellers through Square Financial Services. We are able to underwrite these loans by using our unique data set of the seller's Square transactions to help facilitate loan underwriting and collections. Generally, loan repayment occurs automatically through a fixed percentage of every card transaction a seller takes. Loans are sized to be less than 20% of a seller's expected annual Square GPV and, by simply running their business, sellers historically have repaid their loans within ten months on average. We currently fund a majority of these loans from arrangements with institutional third-party investors who purchase these loans on a forward-flow basis, which mitigates our balance sheet and liquidity risk. Since its public launch in May 2014, Square Loans has facilitated more than 4.0 million loans and advances, representing more than $32.8 billion in principal amount loaned or advanced. We launched Square Credit Card in 2023 to provide another lending option to qualified Square sellers. We generate revenue from lending primarily through loan origination and servicing fees and from the sale of loans to third-party investors.
Instant Transfer enables sellers to receive funds from their payments instantly or later that same day. Instant Transfer is an important tool for sellers that need faster access to their funds in order to better manage their cash flow or working capital. We generate revenue from per-transfer fees.
Square Checking provides sellers with an account provided through our bank partner that is eligible for FDIC deposit insurance if certain conditions are met. Square Checking gives sellers instant access to their sales and the ability to immediately use those funds via a debit card (Square Card), withdraw funds from an ATM, or transfer funds via ACH. We earn revenue on eligible transactions primarily through debit card interchange.
Square Savings is an FDIC-insured, interest earning business savings account at Square Financial Services, with no monthly fees or minimums to open or maintain, designed to make cash flow management easier for sellers. With Square Savings, sellers can put aside a portion of their sales in their savings account while also organizing their money within folders, streamlining the process of saving funds for specific goals and priorities, such as quarterly tax obligations. We earn interest income from funds held in these accounts.
Bitcoin EcosystemSquare provides bitcoin functionality that enables eligible sellers in the United States to accept bitcoin as a form of payment. Sellers may accept bitcoin payments via the Lightning Network, a second-layer protocol built on the bitcoin blockchain that facilitates faster transactions with little to no fees. Sellers may elect to retain proceeds in bitcoin or automatically convert them into U.S. dollars. Additionally, Square allows sellers to acquire bitcoin by converting a portion of their daily card sales into bitcoin.
Cash App
With Cash App, we are building an ecosystem of financial products and services that helps consumers manage their money by making it more relatable, instantly available, and universally accessible. Cash App is primarily in the United States and has a diverse set of customers across demographics and regions. In addition, we offer BNPL products across the United States, Australia, Canada, New Zealand and the United Kingdom. We use our inflows framework to assess the performance of Cash App across transacting actives, inflows per active, and the monetization rate on inflows.
Customers can fund their Cash App accounts in a variety of ways, including by receiving money from another Cash App customer through the app's core peer-to-peer transfer service, transferring money from a bank account, depositing mobile checks, adding physical cash at participating retailers, receiving a recurring paycheck by direct deposit, and through other channels. These funds can then be sent to another customer through the app, spent anywhere that accepts Visa cards or Cash App Pay, withdrawn from an ATM using the Cash App Card, invested in stocks or exchange-traded funds ("ETFs"), used to buy bitcoin, or transferred to a bank account (either instantly for a fee or for free in one to three days).
Strategic PrioritiesCash App is building the financial operating system for the next generation through four integrated capabilities: networks, commerce, banking, and bitcoin. Each capability addresses a distinct financial need while reinforcing the others through shared infrastructure and automation. Together, these capabilities connect people to their communities, help customers manage and spend their money, support saving and borrowing, and enable easy access to bitcoin. We measure progress through network density, engagement, and product adoption across each capability.
Network: Cash App's foundation is its customer networks that engage with each other through peer to peer functionality. We are focused on deepening relationships among individuals and their local communities through features that make transacting and sharing money simple and social. We are focused on expanding access by serving younger customers and families, and have made Cash App available to individuals aged 13 and older. Teens can use Cash App with parental oversight, allowing parents to set permissions, view activity, and maintain transparency over spending. We are also developing social and community-based features such as expanded profiles, pools, sharing and recommendations, and Neighborhoods, which help customers connect with people and businesses nearby. These features are designed to make Cash App a more interactive, social, and trusted financial network. Over time, this connected network supports local commerce and strengthens the relationship between Cash App and Square sellers.
Commerce: Our commerce products help customers manage their spending. Cash App connects consumers and merchants through Pay Now products such as Cash App Card, Cash App Pay, and our BNPL products, enabling flexible and secure payments across online and in-person channels.
Banking: Our banking initiatives aim to help customers save, invest, and borrow more effectively to drive customer value and deeper primary banking relationships with Cash App. Through Square Financial Services and with our third-party bank partners, we offer direct deposit and lending products. Cash App also offers higher savings yield, overdraft protection up to certain limits, free in-network ATM withdrawals and priority support for customers with Cash App Green. We continue to invest in new programs like Cash App Green, which are designed to deepen engagement with customers who use Cash App as their primary financial account by providing benefits to customers who meet certain deposit or spending thresholds.
Bitcoin: Bitcoin is a key component of Cash App's strategy to expand financial access. Customers can buy, sell, and send bitcoin directly within Cash App and use the Lightning Network to pay with bitcoin quickly and at low cost.
Commerce EnablementCash App's Commerce Enablement products connect consumers and merchants through a broad range of Pay Now and Pay Later capabilities that help consumers manage everyday spending and make money movement fast and accessible. Together, these products represent a core component of Cash App's strategy to build a connected financial platform for the next generation while strengthening engagement across the broader ecosystem.
Cash App Card is a debit card, issued by our bank partner, and linked directly to a customer's Cash App balance. Customers can order a Cash App Card for free and use it anywhere that accepts Visa cards to make purchases, drawing down from the funds stored in their Cash App balance. Cash App earns interchange fees when individuals make purchases with their Cash App Card. Customers can select new or promotional Cash App Card designs for a fee, and can also withdraw funds from an ATM using the Cash App Card.
Cash App Pay is a simple, mobile-friendly way for Cash App customers to pay at merchants across online and in-person channels.
Cash App Business allows businesses to accept payments for their business through Cash App for a fee, while allowing higher weekly limits and providing relevant tax reporting forms.
BNPL Products
Cash App and Afterpay offer a wide range of Pay Later capabilities that make purchasing more flexible and accessible for consumers. For merchants, these offerings are designed to improve conversion and increase average order values.
Pay in 4: Through the use of our BNPL products, consumers can split their purchases into generally three or four installments, typically due in two-week increments, without paying fees (if payments are made on time). We pay retail merchants the full order value up front (less a percentage fee) and assume the risk of non-payment from the consumer.
Pay Monthly: We also offer the ability for consumers to pay for larger transaction sizes over a three-, six-, twelve-, or twenty-four-month period using a monthly payment option. The structure of the product includes no late fees and no compounding interest with a cap on total interest owed. Similar to Pay in 4, we pay retail merchants the full order value up front (less a percentage fee) and assume the risk of non-payment from the consumer.
Advertising and affiliate: We generate hundreds of millions of leads each year for merchants and we have channeled this demand towards scaling an ads and affiliate program for our merchants: for affiliate relationships, we receive a commission when a consumer begins their shopping journey in the Afterpay App and makes a purchase. We may also receive digital advertising revenue based on clicks to a merchant site from the Afterpay App as well as flat fees for premium ad placements.
Afterpay Card, Afterpay Plus Card: We offer two in-store cards that allow consumers to pay in 4 for in-person transactions at a merchant's point of sale. The Afterpay Card allows consumers to shop in-store at Afterpay merchants and is free for the consumer. The Afterpay Plus Card is currently available to select Afterpay consumers in certain regions for a monthly fee and allows them to shop in-store anywhere that Apple Pay or Google Pay is accepted.
Afterpay Post-Purchase: Allows eligible consumers to convert completed transactions into installment payments, extending Afterpay's Pay Later functionality beyond the point of sale. We charge a flat finance fee depending on a customer's state of residence.
Financial SolutionsCash App's Financial Solutions help customers better manage their financial lives with a suite of banking, lending, and investment tools. Through Square Financial Services and third-party bank partners, we offer a growing number of banking services that are designed to make it easier for customers to manage cash flow and provide them with fast access to funds.
Cash App Borrow: Cash App Borrow provides eligible customers with access to short-term loans for a fixed fee, with repayment made through scheduled installments or as a percentage of amounts received into the customer's Cash App account. Eligibility and loan terms are determined using proprietary underwriting models that incorporate customer transaction history and other data available within the Cash App ecosystem. Our underwriting framework leverages internally developed models informed by more than a decade of experience managing lending risk across Block, as well as millions of historical repayment outcomes and near real-time Cash App transaction data to assess and monitor credit risk. In 2025, the average Cash App Borrow loan was repaid in less than four weeks. In 2025, we also introduced Cash App Score, an internally developed credit scoring framework used to support underwriting decisions, credit limit management, portfolio monitoring, and product eligibility across our lending offerings. We expect our credit models and scoring infrastructure to support responsible borrowing and the disciplined expansion of access to credit within the Cash App ecosystem.
Instant Deposit: Customers are able to instantly transfer funds from Cash App to a bank account for a fee. We believe our customer base values fast access to funds, and this speed is one example of how we differentiate our ecosystem.
Peer-to-peer: Payments form the basis of our Community development pillar because customers engage in financial transactions with other members of the Cash App community. When customers use peer-to-peer, they are inviting their friends, family, and coworkers to download Cash App so that they can send each other money. Peer-to-peer becomes more useful for our customers as their communities expand, so our customers are naturally incentivized to bring more people into their networks. We offer the peer-to-peer service to our Cash App customers for free when a linked debit account is used to fund a transaction, as we consider peer-to-peer to be a marketing tool to encourage Cash App usage. We charge a fee to the sender when transactions are funded using a credit card, and a fee to the recipient if it is a business account.
Direct deposit capabilities, in alliance with our bank partner and system processor, allow customers to receive their recurring paycheck, tax refund, or government disbursement into their Cash App account, which they can then use to send, spend, store, or invest.
Savings allows customers to designate a separate savings balance, and easily set and track towards financial goals. Customers can add money to their savings balance using their Cash App balance, a linked debit card, or direct deposit through Round Ups on purchases with Cash App Card.
Stock Brokerage: Customers can use Cash App to invest their funds for free in U.S. listed stocks and ETFs for as little as $1.
Tax Preparation: Cash App Taxes provides a seamless, mobile-first solution for consumers to file their taxes for free.
Bitcoin EcosystemWe have a simple bitcoin exchange and custody solution that provides customers with an on-ramp and off-ramp to buy and sell bitcoin with Cash App for as little as $1 and a custodial account to store it securely without needing to keep track of any private keys. Our solution offers features that allow customers to complete auto buys and custom limit orders, as well as direct deposit to auto-convert their paycheck into bitcoin and earn instant bitcoin rewards on Cash App Card purchases. We also allow U.S. actives to send and receive bitcoin to/from anyone with a compatible wallet via the Lightning Network.
Other
In addition to Cash App and Square, we operate other businesses that advance our purpose of economic empowerment, primarily through bitcoin innovation and infrastructure.
Bitcoin EcosystemBitkey: Bitkey is a self-custody bitcoin wallet that gives individuals secure control over their bitcoin without relying on third-party custodians. Bitkey combines a mobile application, a hardware device, and recovery options that balance accessibility with security. Bitkey supports customers globally and is designed to increase individual participation in the bitcoin network by simplifying self-custody.
Proto: Proto designs mining systems and firmware in order to make the bitcoin network more decentralized, efficient, and accessible. Proto's work includes the design of mining systems and open-source firmware that aim to lower barriers to entry for miners while promoting transparency in bitcoin mining.
Open-Source and Network Initiatives: We also support Spiral, an independent team focused on contributing to open-source bitcoin development and ecosystem growth. Spiral's efforts advance the scalability, security, and usability of the bitcoin protocol and related tools, benefiting the broader bitcoin community.
Sales and Marketing
Square
The Square ecosystem has a strong brand affinity among its sellers, which we believe strengthens the Square brand and helps drive efficient customer acquisition.
Direct marketing, online and offline, has also been an effective customer acquisition channel. These tactics include online search engine optimization and marketing, online display advertising, direct mail campaigns, direct response television advertising, mobile advertising, and affiliate and seller referral programs.
Our direct sales and account management teams also contribute to the acquisition and support of larger sellers. Historically, our sales team was primarily focused on converting inbound leads from interest generated through other acquisition channels, and in more recent years, we have built out an outbound sales team focused on outreach to new prospective sellers. In the fourth quarter of 2024, we began hiring a field sales team to focus exclusively on in-person seller outreach to further increase acquisition of larger sellers. In 2025, we continued expanding our field sales organization, which now has approximately 150 representatives. We intend to continue expanding our field sales presence in domestic and international markets.
Our direct, ongoing interactions with our sellers help us tailor offerings to them, at scale, and in the context of their usage. We use various scalable communication channels such as email marketing, in-product notifications and messaging, and Square Communities, our online forum for sellers, to increase the awareness and usage of our products and services with little incremental sales and marketing expense. Our customer support team also helps increase awareness and usage of our products as part of helping sellers address inquiries and issues.
In addition to direct channels, we work with third-party developers and other partners who offer our solutions to their customers. As of December 31, 2025, Square had more than 1,000 managed partners connected to its platform.
Cash App
Cash App has also developed a strong brand, which can be traced back to our compelling features, self-serve experience, unique design, and engaging marketing.
Peer-to-peer transactions serve as the primary acquisition channel for Cash App. Peer-to-peer transactions have powerful network effects as every time a customer sends or requests money, Cash App can potentially acquire a new customer or re-engage an existing customer. We have enhanced the efficiency of peer-to-peer transfers by streamlining the onboarding process for Cash App, enabling customers to sign up in minutes. We offer the peer-to-peer service to our Cash App customers for free, and we consider it to be a marketing tool to encourage the usage of Cash App. We do not generate revenue on the majority of peer-to-peer transactions and for these transactions we characterize card issuance costs, peer-to-peer costs, and risk loss as a sales and marketing expense.
We continued to increase the pace of product development to support customer acquisition and retention.
Cash App also uses paid marketing, including referrals, advertising spend, partnerships, and social media campaigns, to expand its network, as these programs help reach new customers, enhance its brand, and improve retention among existing customers. Cash App has a dedicated sales team focused on products like BNPL, Monthly Payment Solution, Cash App Pay, and other new and emerging products. This team builds relationships with several of the largest and most well known merchants in the US and relevant international markets for BNPL.
Product Development and Technology
We design both our Square and Cash App products and services to be cohesive, fast, self-serve, and elegant, and product development is a cross-functional effort combining individuals from product management, engineering, data science, analytics, design, and product marketing. Our products and services are platform-agnostic with most supporting iOS, Android, and web. We frequently update our software products and have a rapid software release schedule with improvements deployed regularly. Our services are built on a scalable technology platform, and we place a strong emphasis on data analytics and machine learning to maximize the efficacy, efficiency, and scalability of our services.
In our Square ecosystem, this technology platform enables us to capture and analyze billions of transactions per year and automate risk assessment for more than 99.95% of all transactions. Our Square hardware is designed and developed in-house, and we contract with third-party manufacturers for production.
Our Competition
Square
The markets in which our Square ecosystem operates are competitive and evolving. Our competitors range from large, well-established vendors to smaller, earlier-stage companies. We seek to differentiate ourselves from competitors primarily on the basis of our extensive commerce ecosystem and our focus on building remarkable products and services that are cohesive, fast, self-serve, and elegant. In addition, we differentiate ourselves by offering transparent pricing, no mandatory long-term contracts, and our ability to innovate and reshape the industries we operate in to expand access to traditionally unserved or underserved sellers. With respect to each of these factors, we believe that we compare favorably to our competitors. Competitors that overlap with certain functions and features that we provide include:
Business software providers such as those that provide point of sale, website building, inventory management, employee management, customer relationship management invoicing, and appointment booking solutions;
Payment terminal vendors;
Merchant acquirers;
Banks that provide payment processing, checking, savings, loans, and payroll;
Pen and paper, manual processes, and paper currency;
Payroll processors; and
Established or new alternative lenders.
Cash App
Cash App competes with other companies in peer-to-peer payments, debit and prepaid cards, credit card rewards, stock trading, tax filing, digital wallet, bitcoin exchanges, BNPL providers, and shopping and consumer demand generation. Our competitors include money transfer apps, debit card offerings, brokerage firms, tax firms, financial technology apps, banks, and crypto trading services.
We compete primarily on our differentiated lifestyle brand, the breadth of our network, the range of products in our ecosystem, and the simplicity and quality of our customer experience. We invest in brand, design, and technology with an aim to keep our products fast and simple, while also improving and expanding our features.
Intellectual Property
We seek to protect our intellectual property rights by relying on a combination of federal, state, and common law rights in the United States and other countries, as well as on contractual measures. It is our practice to enter into confidentiality, non-disclosure, and invention assignment agreements with our employees and contractors, and into confidentiality and non-disclosure agreements with other third parties, in order to limit access to, and disclosure and use of, our confidential information and proprietary technology. In addition to these contractual measures, we also rely on a combination of trademarks, trade dress, domain names, copyrights, trade secrets, and patent rights to help protect our brand and our other intellectual property. Additionally, we regularly contribute software source code under open source and other permissive licenses and have made other technology we developed, such as AI agents, available under such licenses, and we include open source software in our products.
We have developed a patent program and strategy to identify, apply for, and secure patents for innovative aspects of our products, services, and technologies where appropriate. We also pursue registration of our trademarks, logos, service marks, trade dress, and domain names in the United States and in other jurisdictions. We intend to file additional patent applications as we continue to innovate through our research and development efforts and to pursue additional patent protection to the extent we deem it beneficial and cost-effective, including acquiring patent assets or licensing patent rights from third parties. In addition, we participate in a number of industry organizations that facilitate patent pools or non-assertion commitments, such as the Cryptocurrency Open Patent Alliance that we co-founded, LOT Network, and Open Invention Network.
Government Regulation
Foreign and domestic legal requirements apply to many key aspects of our business. Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, monetary penalties, and constraints on our ability to continue to operate. It is also possible that current or future laws or regulations could be interpreted or applied in a manner that would prohibit, alter, or impair our existing or planned products and services, or that could require costly, time-consuming, or otherwise burdensome compliance measures from us.
Payments Regulation
Various laws and regulations govern the payments industry in the United States and globally. For example, certain jurisdictions in the United States require a license to offer money transmission services, such as Cash App's peer-to-peer payments, and we maintain a license in each of those jurisdictions and comply with new license requirements as they arise. We are also registered as a "Money Services Business" with the U.S. Department of Treasury's Financial Crimes Enforcement Network ("FinCEN"). These licenses and registrations subject us, among other things, to record-keeping requirements, reporting requirements, bonding requirements, limitations on the investment of customer funds, and examination by state and federal regulatory agencies.
Outside the United States, we provide localized versions of some of our services to customers, including through various foreign subsidiaries. The activities of those non-U.S. entities are, or may be, supervised by regulatory authorities in the jurisdictions in which they operate. For instance, we hold an Australian Financial Services License issued by the Australian Securities and Investments Commission to provide non-cash payments in Australia, and we are licensed as an Electronic Money Institution to provide payments services and electronic money in the United Kingdom by the Financial Conduct Authority and in the European Union by the Central Bank of Ireland.
Our payments services may be or become subject to regulation by other authorities, and the laws and regulations applicable to the payments industry in any given jurisdiction are always subject to interpretation and change.
Consumer Protection
Federal, local, state, and foreign regulatory and law enforcement agencies regulate financial products and enforce consumer protection laws, including those applicable to credit, deposit, and payments services, and other similar services. These agencies have broad consumer protection mandates, and they promulgate, interpret, and enforce rules and regulations that affect our business.
Anti-Money Laundering, Anti-Corruption, and Sanctions
We are subject to anti-money laundering ("AML"), anti-corruption, and economic and trade sanctions laws and regulations in the United States and other jurisdictions in which we operate. The anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, generally prohibit companies from making or offering improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage. Economic and trade sanctions programs that are administered by the U.S. Department of the Treasury's Office of Foreign Assets Controls and equivalent applicable foreign authorities prohibit or restrict transactions to or from, or dealings with, specified countries, governments, individuals and entities, including narcotics traffickers and terrorists or terrorist organizations. We have implemented compliance programs and controls designed to comply with the laws and regulations to which we are subject.
Bank Regulation
Our subsidiary, Square Financial Services, operates as a Utah-chartered industrial loan company governed by the Utah Department of Financial Institutions and the Federal Deposit Insurance Corporation ("FDIC"). Deposit insurance is provided by the FDIC. Our partnerships with FDIC-insured financial institutions to offer certain banking products to customers also subject us to certain federal banking regulations.
Lending Regulation
Various laws and regulations govern lending in the United States and internationally. In the United States, Square Capital, LLC holds and maintains lending and collections licenses with state regulators to support lending products offered across the United States. Afterpay US Services, LLC holds and maintains lending licenses to support its product offerings. These lending licenses subject us to the supervision and examination authority of state regulators, and our partnerships with FDIC-insured financial institutions to offer certain lending products to customers subjects us to federal regulation and supervision.
Outside the United States, we provide localized versions of some of our lending services to customers, including through our various foreign subsidiaries. The activities of our foreign subsidiaries are, or may be, supervised by regulatory authorities in the jurisdictions in which they operate. For example, we hold an Australian Credit Licence issued by the Australian Securities and Investments Commission.
Our lending services have been and may continue to be subject to regulation by other applicable authorities or jurisdictions, and the laws and regulations applicable to the lending industry in any given jurisdiction are always subject to interpretation and change.
Broker-Dealer Regulation
Our subsidiary, Cash App Investing LLC ("Cash App Investing"), operates as a broker-dealer and is therefore registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). As a broker-dealer, Cash App Investing is subject to SEC and FINRA rules and regulations concerning matters that include, without limitation, how it markets its services, handles customer assets, keeps records, and reports to the SEC and FINRA. Cash App Investing is also registered in each state where it conducts business, and subject to those states' securities laws and regulations.
Virtual Currency Regulation
We are subject to certain licensing and supervisory frameworks as a result of our virtual currency offerings, through which customers can buy, receive, hold and sell bitcoin, and transfer bitcoin. Square sellers can also receive bitcoin as a form of payment. We currently hold a New York State BitLicense and a Virtual Currency Business License in Louisiana. The laws and regulations applicable to virtual currency are evolving and subject to interpretation and change. Therefore, our current and future virtual currency services may be or become subject to additional licensing, regulatory requirements and oversight by other state and federal authorities.
Protection and Use of Information
We collect and use a wide variety of information for various purposes in our business, including to help ensure the integrity of our services and to provide features and functionality to our customers. This aspect of our business, including the collection, use, disclosure, and protection of the information we acquire from our own services as well as from third-party sources, is subject to laws and regulations in the United States, the European Union, and elsewhere. Accordingly, we publish our privacy notices and terms of service, which describe our practices concerning the use, transmission, and disclosure of information. As our business continues to expand in the United States and worldwide, and as laws and regulations continue to be passed and their interpretations continue to evolve in numerous jurisdictions, additional laws and regulations may become relevant to us.
Communications Regulation
We send texts, emails, and other communications in a variety of contexts, such as when providing digital receipts and marketing. Communications laws and regulations, including those promulgated by the Federal Communications Commission, apply to certain aspects of this activity in the United States and elsewhere.
Additional Developments
Various legislative bodies and regulatory agencies in the United States and elsewhere in our international markets continue to examine a wide variety of issues that could impact our business, including privacy, data protection, information security, virtual currencies, identity theft, tax, marketing, and labor and employment matters. As our business continues to develop and expand, additional laws, rules and regulations may become relevant.
Seasonality
Historically, commerce enablement revenue for our Square ecosystem has been strongest in our fourth quarter and weakest in our first quarter, as our sellers typically generate additional GPV during the holiday season. Financial solutions and bitcoin ecosystem revenues generally demonstrate less seasonality than commerce enablement revenue.
Historically, our Cash App ecosystem has experienced improvements in revenue, gross profit, and inflows related to the distribution of government funds as customers have deposited more funds into Cash App during these times, including during the first quarter when U.S. tax refunds are typically distributed. Certain products within Cash App may also experience stronger fourth quarters and weaker first quarters, such as our BNPL products, which typically generates additional revenue and gross profit during the holiday season. Typical seasonality trends for the Cash App ecosystem are also impacted by bitcoin revenue, which is driven by customer demand and the current market price of bitcoin, and as such, may not be indicative of future performance and skew typical seasonality trends in the Cash App ecosystem.
Human Capital
Our employees are a driving force behind our purpose of economic empowerment. Attracting, developing, and retaining top talent remain a focus in the development of our human capital programs. As of December 31, 2025, we had 10,205 full-time employees worldwide with 2,472 full-time employees outside the US. We also engage temporary employees and consultants as needed to support our operations. In February 2026 we announced a workforce reduction restructuring plan (the "Workforce Plan") designed to better align our organizational structure with our operating model and strategic priorities. As part of the Workforce Plan, we expect to reduce our current workforce by more than 40%. We expect that the execution of the Workforce Plan will be substantially complete by the end of the second quarter of fiscal 2026.
We have a purpose-driven culture, with a focus on employee input and well-being, which we believe enables us to attract and retain exceptional talent. We offer learning and development programs for all employees, including manager enablement offerings. Employees have the opportunity to actively voice their questions and thoughts through many internal channels, including our company townhall meetings. Our distributed work model means that we no longer have a designated headquarters location and, for the vast majority of roles, employees have the flexibility to work within or outside a Block office space. Our distributed work model has unlocked opportunities to hire and retain talent in more locations, as we can hire employees in locations where we do not have office space, and employees can continue to work for us if they need or want to relocate.
A key focus of our human capital management approach is our commitment to promoting inclusion and fairness in our workplace. We consider it a business requirement to build a company that reflects the customers and communities we serve. We have established company-wide manager expectations, including their responsibility to break down silos and hierarchy, maintain physiological safety and seek divergent perspectives. Across our employee programs, we have embedded policies and practices to ensure that hiring, promotion and compensation decisions are based on merit alone.
From a total rewards perspective, Block offers a competitive compensation and benefits package, which is reviewed and updated each year. Our annual compensation planning coincides with our feedback cycle during which employees and managers have performance conversations to facilitate learning and career development. As part of our compensation review program, pay equity analyses are conducted annually.
Corporate Information
Block was incorporated in Delaware in June 2009. In 2020, we adopted a distributed work model and we no longer have a designated headquarters location. Our principal executive office, which we are required to identify under SEC rules, is 1955 Broadway, Suite 600 Oakland, CA 94612. Our telephone number is (415) 375-3176. Our website is located at https://www.block.xyz, and our investor relations website is located at investors.block.xyz. The information contained in, or accessible through, our website (including any referenced reports or documents) is not part of or incorporated into, this Annual Report on Form 10-K.
We use various trademarks and trade names in our business, including "Block," "Square," "Cash App," "Afterpay," and "Proto," which we have registered in the United States and in various other countries. This Annual Report on Form 10-K also contains trademarks and trade names of other businesses that are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks we name in this Annual Report on Form 10-K.
Available Information
Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available, free of charge, on our investor relations website as soon as reasonably practicable after we electronically file or furnish such material with the SEC. The SEC also maintains a website that contains our SEC filings. The address of the site is https://www.sec.gov.
We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website. We have used, and intend to continue to use, our investor relations website, as well as the X (formerly known as Twitter) accounts @Blocks and @BlockIR, as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Further corporate governance information, including our board committee charters, code of business conduct and ethics, and corporate governance guidelines, is also available on our investor relations website under the heading "Governance Documents." The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
ITEM 1A. RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled Management's Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes, before making any investment decision with respect to our securities. The risks and uncertainties described below may not be the only ones we face. If any of the risks actually occur, our business could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.
Risk Factors Summary
Our business operations are subject to numerous risks and uncertainties, including those outside of our control, that could cause our actual results to be harmed, including risks regarding the following:
Risks related to our business and our industry:
our ability to retain existing sellers and customers, attract new sellers and customers, and increase sales to both new and existing sellers and customers;
our investments in our business and ability to maintain profitability;
our recently announced workforce reduction and related reorganization, including the potential for increased reliance on proactive intelligence and artificial intelligence tools;
our ability to maintain, protect, and enhance our brands;
our efforts to expand our product portfolio and market reach;
our ability to develop products and services to address the rapidly evolving market for commerce and financial services;
competition in our markets and industry;
risks related to disruptions in or negative perceptions of the cryptocurrency market;
development and use of AI, including generative AI, in our products;
any acquisitions, strategic investments, new businesses, joint ventures, divestitures, and other transactions that we may undertake;
operating or expanding our business globally;
risks related to the banking ecosystem, including through Square Financial Services, our bank partnerships, and FDIC and other regulatory obligations;
risks related to our loan products such as repayments and general macroeconomic conditions; and
risks related to our majority interest in TIDAL.
Operational risks:
real or perceived improper or unauthorized use of, disclosure of, or access to data;
real or perceived security breaches or incidents or human error in administering our software, hardware, and systems;
systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services or those of our sellers;
any failure to safeguard the bitcoin we hold on behalf of ourselves and other parties;
our risk management efforts;
our dependence on payment card networks and acquiring processors;
our reliance on third parties and their systems for a variety of services, including the processing of transaction data and settlement of funds;
our dependence on key management and any failure to attract, motivate, and retain our employees;
our operational, financial, and other internal controls and systems;
any shortage, price increases, tariffs, changes, delay or discontinuation of our key components; and
the integration of our services and our products with a variety of operating systems.
Economic, financial, and tax risks:
a deterioration of general macroeconomic conditions;
any inability to secure financing on favorable terms, or at all;
our ability to service our debt, including our Convertible Notes and our Senior Notes (each as defined below);
counterparty risk with respect to our convertible note hedge transactions;
our bitcoin investments being subject to volatile market prices and other risks of loss;
foreign exchange rates risks; and
any greater-than-anticipated tax liabilities or significant valuation allowances on our deferred tax assets.
Legal, regulatory, and compliance risks:
extensive regulation and oversight in a variety of areas of our business;
complex and evolving regulations and oversight related to privacy, data protection, and cybersecurity;
litigation, including intellectual property claims, government investigations or inquiries, and legal and regulatory matters;
obligations and restrictions as a licensed money transmitter and virtual currency business;
regulatory scrutiny or changes in the BNPL space;
regulation and scrutiny of our subsidiary Cash App Investing, which is a broker-dealer registered with the SEC and a member of FINRA, including net capital and other regulatory capital requirements;
regulation and scrutiny of our subsidiary Square Financial Services, which is a Utah state-chartered industrial loan company, including the requirement that we serve as a source of financial strength to it;
any inability to protect our intellectual property rights;
assertions by third parties of infringement of intellectual property rights by us; and
increased scrutiny from investors, regulators, and other stakeholders relating to environmental, social, and governance issues.
Risks related to ownership of our common stock:
the dual class structure of our common stock;
volatility of the market price of our Class A common stock;
the dual-listing of our Class A common stock on the NYSE and our CHESS Depositary Interests ("CDIs") on the Australian Securities Exchange ("ASX");
our convertible note hedge and warrant transactions;
anti-takeover provisions contained in our amended and restated certificate of incorporation, our amended and restated bylaws, and provisions of Delaware law; and
exclusive forum provisions in our bylaws.
Risks Related to Our Business and Our Industry
Our growth rate has slowed at times and may slow or decline in the future, and our growth rates in each of our reporting segments may vary. Future revenue and gross profit growth depends on our ability to retain existing sellers and customers, attract new sellers and customers, and increase sales to both new and existing sellers and customers.Our rate of revenue and gross profit growth has slowed at times and may decline in the future, and it may slow or decline more quickly than we expect for a variety of reasons, including the risks described in this Annual Report on Form 10-
K. Additionally, our rate of revenue and gross profit growth may vary between our reporting segments. For example, in recent periods our Cash App segment revenue and gross profit growth has varied and may continue to vary from the growth rate of our Square segment. Our sellers and customers have no obligation to continue to use our services, and we cannot assure you that they will. We generally do not have long-term contracts with our sellers and customers, and the difficulty and costs associated with switching to a competitor may not be significant for many of the services we offer. Our sellers' activity with us may decrease for a variety of reasons, including sellers' level of satisfaction with our products and services, our pricing and the pricing and quality of competing products or services, conditions impacting their businesses, including the effects of economic conditions, or reductions in the aggregate spending of our sellers' customers. Growth in transacting actives on Cash App and customers' level of engagement with our products and services on Cash App are important to our success and long-term financial performance. However, the growth rate of transacting actives has fluctuated over time and may slow or decline in the future. A number of factors have affected and could negatively affect Cash App customer growth, inflows, and engagement levels, including our ability to introduce new products and services that are compelling to our customers and that they adopt, changes to our systems, competitive offerings in the market, processes or other technical or operational requirements that impact how customers use or access our products and services, the impact on our network of other customers choosing whether to use Cash App, our decision to expand into or exit certain markets, technical or other problems that affect customer experience, failure to provide sufficient customer support, fraud and scams targeting Cash App customers, changes in the regulatory environment or regulations applicable to us, and harm to our reputation and brand. Further, certain events or programs, such as government stimulus programs may correlate with periods of significant growth, but such growth may not be sustainable. Additionally, the growth rate of Cash App revenue may be distorted by the prices of bitcoin, as bitcoin revenue may increase or decrease due to changes in the price of, and demand for, bitcoin and may not correlate to customer or engagement growth rates.
The growth of our business depends in part on our existing sellers and customers expanding their use of our products and services. If we are unable to increase broader use of our products and services, our growth may slow or stop, and our business may be materially and adversely affected. The growth of our business also depends on our ability to attract new sellers and customers, to encourage sellers and customers to use our products and services, and to introduce successful new products and services. We have invested and will continue to invest in our business in order to offer better or new features, products, and services and to adjust our product offerings to changing economic conditions, but if those features, products, services, and changes fail to be successful on the expected timeline or at all, our growth may slow or decline.
We have generated significant net losses in the past, and we intend to continue to invest in our business. Thus, our profitability may decline.We intend to continue to make investments in our business, including with respect to our employee base, sales and marketing, development of new products, services, and features; acquisitions; infrastructure; expansion of international operations, and general administration, including legal, finance, and other compliance expenses related to our business. We also plan to continue to invest in the development of new technologies and initiatives, which may not be successful or may not generate sufficient returns to offset the investment. If the costs associated with acquiring and supporting new or larger sellers, attracting and supporting new Cash App customers, or with developing and supporting products, services and technologies increase in the future, including the fees we pay to third parties to advertise our products and services and compliance costs, our total expenses may rise significantly. In addition, increases in our seller base could result in increased expenses because costs associated with new sellers are generally incurred up front, while revenue is recognized in future periods as our products and services are used by our sellers. Moreover, businesses we acquire may have different profitability than our existing business, which may affect our overall profitability. If we are unable to generate adequate revenue growth and manage our expenses with respect to acquired businesses or our business as a whole, we may incur significant losses and may not maintain profitability on a consistent basis.
From time to time, we have made and we may in the future make decisions that will have a negative effect on our short-term operating results if we believe those decisions will improve our operating results over the long-term. For example, we have implemented, and may in the future implement, expense cuts and reductions in the size of our workforce to, among other things, align our cost structure with our business and longer term strategies. In February 2026 we announced a workforce reduction restructuring plan designed to better align our organizational structure with our operating model and strategic priorities. We expect these actions and decisions will result in increased expenses in the short term, could materially impact our operating results in the periods incurred, may impact our ability to generate and increase revenue and may impact our ability to grow or quickly develop and introduce products. Actual costs related to these changes may also exceed our estimates due to changes in assumptions, additional actions, or unforeseen circumstances. Similarly, any future actions and decisions could likewise result in increased expenses and may impact our ability to grow or quickly develop and introduce products. Further, these decisions may not be consistent with the expectations of investors and may not produce the long-term benefits that we expect, in which case our business may be materially and adversely affected.
Our recently announced workforce reduction and related reorganization, including the potential for increased reliance on proactive intelligence and artificial intelligence tools, may not achieve their intended benefits and could adversely affect our business, financial condition and results of operations.In February 2026 we announced a workforce reduction restructuring plan designed to better align our organizational structure with our operating model and strategic priorities. As part of this plan, we expect an increased reliance on automation, proactive intelligence capabilities and AI tools that we believe will enhance productivity and maintain operational efficiency. In addition, these actions will result in severance and other restructuring charges, and may require additional investments in technology and systems. We may not realize the expected cost savings, operating efficiencies or other anticipated benefits of these initiatives within the anticipated timeframe, or at all.
The workforce reduction and reorganization may disrupt our operations and adversely affect employee morale and productivity. The departure of employees, including experienced personnel, may result in the loss of institutional knowledge and expertise, and remaining employees may experience increased workloads, which could lead to increased error rates, reduced innovation and attrition of key talent. Our ability to successfully operate with a reduced workforce is expected to depend in part on the effectiveness, reliability and adoption of our proactive intelligence and AI tools. These technologies may not perform as expected, may require more time or expense to implement effectively, may introduce operational or cybersecurity risks, or may fail to enhance productivity and maintain operational efficiency as expected. These actions could increase the risk of operational disruptions, service interruptions, control failures or other significant events, particularly during transition periods, as responsibilities are reassigned and processes are adjusted. We expect to continue to invest in employees we wish to retain and attract, including through increased compensation. In addition, evolving regulatory requirements and public scrutiny relating to AI technologies could increase compliance costs or limit our ability to deploy such tools as intended.
We may also incur additional costs not currently contemplated, including costs related to technology implementation, operational disruptions, employee claims, regulatory compliance, or other matters arising from the workforce reduction and reorganization. We may also suffer indirect harm to our business as a result of reputational harm or concerns our customers have regarding the use of AI. Any failure to successfully implement these actions, or any unintended consequences resulting from them, could result in delays in product development or strategic initiatives and could materially and adversely affect our business, financial condition and results of operations.
In addition, any reassignment of responsibilities, together with potential increased reliance on automation and AI tools to support certain legal, regulatory compliance and risk management functions, may limit our capacity and introduce additional oversight risks. If such tools do not perform as anticipated or are not effectively implemented and monitored, our ability to maintain effective governance, compliance, and risk processes during and after the transition could be impaired, which could increase the risk of regulatory inquiries, investigations, litigation, enforcement actions, control deficiencies and penalties.
Our business depends on our ability to maintain, protect, and enhance our brands.Having a strong and trusted brand has contributed significantly to the success of our business. We believe that maintaining, promoting, and enhancing Square, Cash App, TIDAL, Afterpay, Proto, and our other brands is critical to achieving widespread acceptance of our products and services and expanding our base of customers. Maintaining and promoting our brands will depend largely on our ability to continue to provide useful, reliable, secure, and innovative products and services, as well as our ability to maintain trust and be a technology leader. We may introduce, or make changes to, features, products, services, privacy practices, or terms of service that customers do not like, which may materially and adversely affect our brands. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brands. If we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our business could be materially and adversely affected.
The introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms, such as Google or Facebook. Changes in the way these platforms operate or changes in their advertising prices, data use practices or other terms could make the maintenance and promotion of our products and services and our brands more expensive or more difficult. If we are unable to market and promote our brands effectively, our ability to acquire new customers would be materially harmed. We also use retail partners to sell hardware and acquire sellers for Square. Our ability to acquire new sellers could be materially harmed if we are unable to enter into or maintain these partnerships on terms that are commercially reasonable to us, or at all.
Harm to our brands can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality; inadequate protection or misuse of sensitive information; fraud committed by third parties using our products or applications; compliance failures and claims; litigation, regulatory claims, investigations, enforcement actions, settlements or consent orders; errors caused by us or our partners; and misconduct by our partners, service providers, or other counterparties. Even allegations regarding the foregoing may harm our reputation and brands and have an adverse impact on the market price on our Class A common stock. Our recent significant workforce reduction may create uncertainty regarding our financial condition, growth prospects, or operational stability. Sellers, customers and business partners may delay or reconsider relationships, and investors may react negatively, which could adversely affect our reputation, relationships, and stock price. We have also been from time to time in the past, and may in the future be, the target of incomplete, inaccurate, and misleading or false statements about our company and our business that could damage our reputation and brands and deter customers from adopting our services or our products. In addition, negative statements about us can cause and have caused a decline in the market price of our Class A common stock, divert our management's attention and resources, and could cause other adverse impacts to our business. Partners and influencers, employees, former employees or other third parties with whom we maintain relationships or have maintained relationships with could engage in behavior or use their platforms to communicate directly with our sellers and customers in a manner that reflects poorly on our brands and such behavior or communications may adversely affect us. Further, negative publicity or commentary regarding the partners and influencers or other third parties who are, or are perceived to be, or have been affiliated with us may also damage our reputation, even if the negative publicity or commentary is not directly related to us. Any negative publicity about the industries we operate in or our company, the quality, reliability, or the way in which we market, disclose, or represent our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our sellers, customers, employees and former employees with us, our products or services could adversely affect our reputation and the confidence in and use of our products and services. If we do not successfully maintain, protect or enhance our brands, our business could be materially and adversely affected.
Our efforts to expand our product portfolio and market reach, including through acquisitions, may not succeed and may reduce our revenue growth and profitability.We intend to continue to broaden the scope of products and services we offer. However, we may not be successful in maintaining or growing our revenue, or deriving any significant new revenue streams from these products and services. Failure to successfully introduce new or enhanced products and services that are attractive may inhibit our growth and harm our business. Furthermore, we expect to continue to expand our markets in the future, and we may have limited or no experience in such newer markets. We cannot assure you that any of our products or services will be widely accepted in any market or that they will grow in revenue or contribute to our profitability. Our offerings may present new and difficult technological, operational, and regulatory risks, and other challenges, and if we experience service disruptions, failures, or other issues, our business may be materially and adversely affected. Our expansion into newer markets may not lead to growth and may require significant investment of financial resources and of management time and attention, and we may not be able to recoup our investments in a timely manner or at all. In addition, our reduced headcount, any future reduction in headcount or the attrition of key talent may limit our capacity to pursue new product development, geographic expansion, acquisitions, or other growth initiatives. If we are unable to allocate sufficient resources to key priorities, our competitive position and long-term growth prospects could be adversely affected. If any of this were to occur, it could damage our reputation, limit our growth, and materially and adversely affect our business.
Our long-term success depends on our ability to develop products and services to address the rapidly evolving market for commerce and financial services, and, if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.Rapid and significant technological changes continue to confront the industries in which we operate, including developments in omnichannel commerce, proximity payment devices (including contactless payments via NFC technology), digital banking, mobile financial apps, cryptocurrencies, tokenization (e.g., replacing sensitive data such as payment card information with symbols (tokens) to keep the data safe), blockchain, and AI, including machine learning.
These new and evolving services and technologies may be superior to, impair, or render obsolete the products and services we currently offer or the technologies we currently use to provide them. Our ability to develop new products and services may be inhibited by industry-wide standards, payment card networks, existing and future laws and regulations, resistance to change from our customers, which includes our sellers and their customers, or third parties' intellectual property rights. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time, and we may not be successful in realizing a return on our efforts in a timely manner or at all.
Our success depends in part on our ability to develop new technologies, to adapt to technology changes and evolving industry standards, to incorporate new technologies into our products and services, and to provide products and services that are tailored to specific needs and requirements of our customers. For example, generative AI has become more publicly available and enterprise adoption of generative AI has grown. We have incorporated and expect to continue to incorporate AI features into our products and technologies and our success will depend in part on our ability to do so in a way that is compelling to our customers and cost-effective. We are unable to predict all of the risks related to the use of AI because laws, rules, directives, and regulations governing the use of AI are evolving rapidly and our ability to develop or use AI may be adversely affected. Refer to the risk factor titled "Our recently announced workforce reduction and related reorganization, including the potential for increased reliance on proactive intelligence and artificial intelligence tools, may not achieve their intended benefits and could adversely affect our business, financial condition and results of operations." for additional risks related to our expected and planned use of AI. If we are unable to provide enhancements and new features for our products and services or to develop new products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business would be materially and adversely affected.
We often rely on third parties, including some of our competitors, for the development of and access to new technologies and development of a robust market for these new products and technologies. Failure to accurately predict or to respond effectively to developments in our industry may significantly impair our business. In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in technologies. Any failure of our products and services to continue to operate effectively with third-party infrastructures and technologies could reduce the demand for our products and services, result in dissatisfaction of our customers, and materially and adversely affect our business.
Substantial and increasingly intense competition in our markets and industry may harm our business.We compete in markets characterized by vigorous competition, changing technology, evolving industry standards, changing customer needs, and frequent introductions of new products and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. For example, companies not traditionally associated with the payments industry have introduced products or services that are or may become competitive with our business. We compete against many companies to attract customers across our products and services, and some of these companies have greater financial resources and substantially larger bases of customers than we do, which may provide them with significant competitive advantages. These companies may devote greater resources to the development, promotion, and sale of products and services, may achieve economies of scale due to the size of their customer bases, and may more effectively introduce their own innovative products and services that adversely impact our growth. For example, we offer Cash App customers access to banking services and products through our bank partners, as well as through Square Financial Services. We compete with established banks, neobanks, and other financial technology companies that provide access to similar offerings, some of which have larger established customer bases or provide customers with a different range of offerings than we do. We also compete in the BNPL market and a number of our competitors have introduced or offer BNPL products. Competitors in the BNPL space have engaged in, and may continue to engage in, aggressive consumer acquisition campaigns, may develop superior technology offerings, or consolidate with other entities and achieve benefits of scale. Such competitive pressures may materially erode our existing market share in the BNPL space and may hinder our expansion into new markets. In addition, mergers and acquisitions by, and collaborations between, the companies we compete against may lead to even larger competitors with more resources.
Certain sellers have long-standing exclusive, or nearly exclusive, relationships with our competitors to accept payment cards and other services that compete with what we offer. These relationships can make it difficult or cost-prohibitive for us to conduct material amounts of business with them. Competing services tied to established brands may engender greater confidence in the safety and efficacy of their services. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will be materially and adversely affected.
We may also face pricing pressures from competitors. Some competitors may offer lower prices by cross-subsidizing certain services that we also provide through other products they offer. Such competition may result in the need for us to alter our pricing and could reduce our gross profit. Also, sellers may demand more customized and favorable pricing from us, and competitive pressures may require us to agree to such pricing, reducing our gross profit. We currently negotiate pricing discounts and other incentive arrangements with certain large sellers to increase acceptance and usage of our products and services. If we continue this practice and if an increasing proportion of our sellers are large sellers, we may have to increase the discounts or incentives we provide, which could also reduce our gross profit.
Developments in the cryptocurrency market subject us to additional risks.Our investments in bitcoin, our bitcoin ecosystem, and our Cash App and Square features that facilitate transactions in bitcoin by our customers and sellers each subject us to additional risks related to developments in the cryptocurrency markets and the resulting impact on customer and investor behavior. Actions taken by regulators, legislatures, and other government actors, including the current U.S. administration, in the cryptocurrency industry, may impact market demand for bitcoin and the supply and pricing for bitcoin. If the cryptocurrency environment deteriorates or improves based on these or other factors, our customers may wish to sell their bitcoin at a price or volume that exceeds the market demand for bitcoin, which could cause disruptions in our operations and have a material and adverse effect on our business and financial condition. If demand increases sharply, either to buy or to sell bitcoin, we may not be able to fulfill that demand in a timely manner or at all, which could result in customer frustration or movement to other platforms. If our customers experience losses due to market fluctuations in the prices of bitcoin, they may reduce or cease their use of our product features that facilitate transactions in bitcoin, or other bitcoin-related products, which could adversely impact our results of operations. Further, our customers could attempt to seek compensation from us for their financial investment losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.
Any deterioration in the cryptocurrency markets may have an adverse effect on our reputation, and any negative perception by our customers of one or more cryptocurrencies, or our bitcoin operations, may lead to a loss of customer demand for our products and services, any of which could have an adverse impact on our business and financial condition. We may also suffer a decline in the market price of our Class A common stock due to any negative perception by our customers, investors, or the general public, of bitcoin or the cryptocurrency markets.
The development and use of AI in our products may result in reputational and competitive harm and could adversely impact our business.We have incorporated and expect to continue to incorporate AI technologies, including generative AI and AI agents, into our products and technologies. Our use of AI depends on third-party large language models that we do not control, and these models may generate inaccurate, biased, or unexpected outputs that conflict with our business objectives or brand standards.
Consumer and societal attitudes toward AI are evolving and there is a risk that customers, regulators or the public may perceive AI technologies negatively. Concerns about automation, privacy, security, bias, transparency, flawed datasets, or other ethical considerations could reduce trust in our products and services or deter customer adoption of AI-enabled features in our products or services. Our customers and sellers may become increasingly reliant on AI outputs in our products and services when making financial or operational decisions. AI-enabled features in our products may generate outputs that could be interpreted as regulated advice, even if unintended or automated. If such AI outputs are, or are perceived to be, inaccurate, biased, flawed, or otherwise determined as providing regulated advice without appropriate authorization, we could face reputational harm, regulatory scrutiny, enforcement actions or liability claims, any of which could materially and adversely affect our business, financial condition, and results of operations.
Our ability to develop and deploy AI features depends on the availability and pricing of third-party AI models, tools, and technical infrastructure, and increases in such costs or constraints on availability could adversely affect our ability to scale and our business. Further, evolving and inconsistent legal frameworks governing AI across different jurisdictions, such as the EU AI Act, other international regimes, and emerging U.S. state regulations may create conflicting compliance obligations, all of which may impose additional costs on us, increase our risk of liability and fines, and may require us to modify, limit, or withdraw certain AI-enabled products or services in particular markets, and adversely affect our ability to scale globally.
Our AI initiatives may not improve efficiency, performance, or profitability as expected, and may underperform or fail entirely due to technological limitations, regulatory requirements, or other factors. If our investments in AI do not produce expected benefits, our operating results and long-term growth could be materially and adversely affected.
Acquisitions, strategic investments, new businesses, joint ventures, divestitures, and other transactions we enter into could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.In pursuing our business strategy, we routinely conduct discussions and evaluate opportunities for possible acquisitions, strategic investments, new businesses, joint ventures, divestitures, and other transactions. We have in the past acquired or invested in, and we continue to seek to acquire or invest in, businesses, technologies, or other assets that we believe could complement or expand our business, including acquisitions of new lines of business that are adjacent to or outside of our existing ecosystems or geographic territories. As we grow, the pace and scale of our acquisitions may increase and may include larger acquisitions than we have done historically. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities. In addition to transaction and opportunity costs, these transactions involve large challenges and risks, whether or not such transactions are completed, including risks that:
the transaction may not advance our business strategy or may harm our growth, profitability, or reputation;
we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all;
the transaction may subject us to additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways;
we may not realize a satisfactory return on our investment or increase our revenue;
we may experience difficulty, and may not be successful in, integrating technologies, IT or business enterprise systems, culture, or management or other personnel of the acquired business;
we may incur significant acquisition costs and transition costs, including in connection with the assumption of ongoing expenses of the acquired business;
we may not realize the expected benefits or synergies from the transaction in the expected time period, or at all, which may result in impairment charges, costs of winding down acquired operations or other negative impacts to our business;
we may be unable to retain key personnel;
acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and cybersecurity, and our due diligence process may not identify compliance issues or other liabilities. Moreover, acquired businesses' technology stacks may add complexity, resource constraints, and legacy technological challenges that make it difficult and time consuming to achieve such adequate controls, processes, and procedures;
we may fail to identify or assess the magnitude of certain liabilities, shortcomings, or other circumstances prior to acquiring or investing in a business, which could result in additional financial, legal, regulatory, or tax exposure and may subject us to additional controls, policies, procedures, liabilities, litigation, costs of compliance or remediation, or other adverse effects on our business, operating results, or financial condition;
we may have difficulty entering into new market segments or new geographic territories;
we may be unable to retain the customers, vendors, and partners of acquired businesses;
there may be lawsuits or regulatory actions resulting from the transaction;
there may be risks associated with undetected security weaknesses, cyber-attacks, or security breaches or incidents at companies that we acquire or with which we may combine or partner;
there may be local and foreign regulations applicable to the international activities of our business and the businesses we acquire; and
acquisitions could result in dilutive issuances of equity securities or the incurrence of additional debt.
We have experienced certain of these risks in connection with our past acquisitions, and any of the foregoing could harm our business and negatively impact our results of operations.
We have in the past, and may in the future, choose to divest certain businesses or product lines. If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all. Additionally, we may experience difficulty separating out portions of, or entire, businesses, incur loss of revenue or experience negative impact on margins, or we may not achieve the desired strategic and financial benefits. Such potential transactions may also delay achievement of our strategic objectives, cause us to incur additional expenses, disrupt customer or employee relationships, and expose us to unanticipated or ongoing obligations and liabilities, including as a result of our indemnification obligations. Further, during the pendency of a divestiture, we may be subject to risks such as a decline in the business to be divested, loss of employees, customers, or suppliers and the risk that the transaction may not close, any of which would have a material adverse effect on the business to be divested and our retained business. If a divestiture is not completed for any reason, we may not be able to find another buyer on the same terms, and we may have incurred significant costs without any corresponding benefit.

