XYZBlock, Inc.
Deals between XYZ and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-24 reports that the one filed 2025-04-25 did not, quoted as filed.
New this year
7 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-25.
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“the amounts involved exceeded or will exceed $120,000; and • any of our directors, nominees for director, executive officers, or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.”
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CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“We engage Roc Nation LLC and certain Roc Nation-managed artists (collectively, “Roc Nation”) to provide certain artist, marketing and concert services (the “Roc Nation Services”). Payments to Roc Nation in connection with the Roc Nation Services proposed for 2026 may exceed $120,000.”
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CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“Shawn Carter, a member of our board of directors, has an ownership interest in Roc Nation and is its co-founder. As a result, Mr. Carter may be deemed to have an indirect material interest in the Roc Nation Services.”
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St. Louis Lease“We are party to a lease agreement with 900 N. Tucker Building, LLC (“900 N. Tucker”) for a 15.5-year lease of office space in St. Louis, Missouri (the “St. Louis Lease”). During the fiscal year ended December 31, 2025, we made approximately $1.3 million in payments in connection with the St. Louis Lease. In addition, during the three months ended March 31, 2025, we expanded the square footage we lease under the St. Louis Lease. During the fiscal year ending December 31, 2026, we expect to make monthly lease payments in accordance with the terms of the St. Louis Lease, as well as associated costs such as parking fees, management fees, and annual direct expenses (e.g., operating and tax expenses). We expect these lease payments will be offset, in part, by tenant improvement allowances under the terms of the St. Louis Lease. During the three months ended March 31, 2026, we made approximately $0.3 million in payments toward the St. Louis Lease.”
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St. Louis Lease“James McKelvey, our co-founder and a member of our board of directors, is affiliated with 900 N. Tucker. As a result, Mr. McKelvey may be deemed to have an indirect material interest in the St. Louis Lease.”
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Other Transactions“A family member of Brian Grassadonia, our Ecosystem Lead, is employed by us in a non-executive position. The approximate dollar value of the employee’s total cash and equity compensation for the year ended December 31, 2025 was $298,529. The family member also receives benefits consistent with other employees serving in the same capacity.”
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Other Transactions“Other than as described above, since January 1, 2025, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.”
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New wording of the review policy 4 paragraphs without an amount or a name
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a participant or will be a participant, in which:”
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CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“Our audit and risk committee reviewed and approved each of the transactions described below pursuant to our related person transactions policy. All dollar amounts are as of March 31, 2026.”
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Other Transactions“We have entered into change of control and severance agreements with our current executive officers that, among other matters, provide for certain severance and change of control benefits. For additional information, refer to the section entitled “Executive Compensation - Potential Payments upon Termination or Change of Control.””
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Other Transactions“We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements, our amended and restated certificate of incorporation, and amended and restated bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.”
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The whole section 13 paragraphs, proxy filed 2026-04-24
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a participant or will be a participant, in which:”
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CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“the amounts involved exceeded or will exceed $120,000; and • any of our directors, nominees for director, executive officers, or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.”
Read it in the proxy ↗
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“Our audit and risk committee reviewed and approved each of the transactions described below pursuant to our related person transactions policy. All dollar amounts are as of March 31, 2026.”
Read it in the proxy ↗
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“We engage Roc Nation LLC and certain Roc Nation-managed artists (collectively, “Roc Nation”) to provide certain artist, marketing and concert services (the “Roc Nation Services”). Payments to Roc Nation in connection with the Roc Nation Services proposed for 2026 may exceed $120,000.”
Read it in the proxy ↗
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS“Shawn Carter, a member of our board of directors, has an ownership interest in Roc Nation and is its co-founder. As a result, Mr. Carter may be deemed to have an indirect material interest in the Roc Nation Services.”
Read it in the proxy ↗
St. Louis Lease“We are party to a lease agreement with 900 N. Tucker Building, LLC (“900 N. Tucker”) for a 15.5-year lease of office space in St. Louis, Missouri (the “St. Louis Lease”). During the fiscal year ended December 31, 2025, we made approximately $1.3 million in payments in connection with the St. Louis Lease. In addition, during the three months ended March 31, 2025, we expanded the square footage we lease under the St. Louis Lease. During the fiscal year ending December 31, 2026, we expect to make monthly lease payments in accordance with the terms of the St. Louis Lease, as well as associated costs such as parking fees, management fees, and annual direct expenses (e.g., operating and tax expenses). We expect these lease payments will be offset, in part, by tenant improvement allowances under the terms of the St. Louis Lease. During the three months ended March 31, 2026, we made approximately $0.3 million in payments toward the St. Louis Lease.”
Read it in the proxy ↗
St. Louis Lease“James McKelvey, our co-founder and a member of our board of directors, is affiliated with 900 N. Tucker. As a result, Mr. McKelvey may be deemed to have an indirect material interest in the St. Louis Lease.”
Read it in the proxy ↗
Other Transactions“We have entered into change of control and severance agreements with our current executive officers that, among other matters, provide for certain severance and change of control benefits. For additional information, refer to the section entitled “Executive Compensation - Potential Payments upon Termination or Change of Control.””
Read it in the proxy ↗
Other Transactions“We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements, our amended and restated certificate of incorporation, and amended and restated bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.”
Read it in the proxy ↗
Other Transactions“A family member of Brian Grassadonia, our Ecosystem Lead, is employed by us in a non-executive position. The approximate dollar value of the employee’s total cash and equity compensation for the year ended December 31, 2025 was $298,529. The family member also receives benefits consistent with other employees serving in the same capacity.”
Read it in the proxy ↗
Other Transactions“Other than as described above, since January 1, 2025, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.”
Read it in the proxy ↗
Policies and Procedures for Related Party Transactions“Our audit and risk committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. The charter of our audit and risk committee provides that our audit and risk committee shall review and approve any related party transaction for which review or oversight is required by applicable law or that is required to be disclosed in our financial statements or SEC filings.”
Read it in the proxy ↗
Policies and Procedures for Related Party Transactions“We have a formal written policy providing that our audit and risk committee must pre-approve any transaction that exceeds $120,000 and in which any related person has a direct or indirect material interest. In approving or rejecting any such transaction, our audit and risk committee is to consider the relevant facts and circumstances available and deemed relevant to our audit and risk committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, whether such transaction would impair the independence of an outside director, whether such transaction would present an improper conflict of interest for any director or executive officer of our Company, whether the transaction is part of the ordinary course of business, and the extent of the related person’s interest in the transaction. Any member of our audit and risk committee who has an interest in a potential related party transaction under discussion will abstain from voting on the approval of such transaction. If a related party transaction will be ongoing, our audit and risk committee may establish guidelines for us to follow in our ongoing dealings with the related party.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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