Block applies to become a trust bank, and keeps the business plan back

What happened

Block, Inc. has applied to the Office of the Comptroller of the Currency to organize Builders Bank & Trust, N.A., and has published the public volume of the application on its investor relations site. The volume runs to 20 pages: a three page transmittal letter from Davis Polk & Wardwell LLP, signed for David L. Portilla and addressed to Sebastian Astrada, Deputy Comptroller for Chartering, Organization and Structure, followed by the Interagency Charter and Federal Deposit Insurance Application itself. The letter and the application cover page are both dated 4 September 2026. On the application form the charter type is National Bank, the chartering agency is the Comptroller of the Currency, the special focus is Trust, the Federal Reserve status is Member Bank and the OCC processing box is marked Standard rather than Expedited. The proposed bank's main office is in Sioux Falls, South Dakota; the street address and the zip code are both given as forthcoming. The holding company is Block, Inc. of 1955 Broadway, Suite 600, Oakland, California, and the named contact is Lee Woolley, described as Digital Asset Strategy Lead at Block and Proposed Board Chair, President and CEO of the bank. The overview states that the organizers seek approval 'to establish and operate a de novo non-depository national bank', that 'The Bank will not maintain deposit insurance from the Federal Deposit Insurance Corporation', and that it 'will be a wholly owned subsidiary of Block, Inc., held indirectly through two intermediate holding companies'. Block sets out its existing position in the same section: it 'has operated regulated digital asset services for approximately eight years and currently conducts its digital assets business under more than 50 state money transmitter licenses ("MTLs") and virtual currency licenses', and through Cash App Bitcoin and Square Bitcoin it 'facilitated approximately $10.7 billion in annual Bitcoin transaction volume in fiscal year 2025 and, as of the second quarter of 2026, serves approximately two million digital-asset monthly transacting actives through Cash App'. The proposed business is four activities rather than the custody line the reports carry: 'custody and safekeeping of bitcoin and other digital assets, consolidating Block's existing bitcoin custody operations under a federally chartered trust bank framework'; 'execution of customer buy and sell orders for digital assets on a riskless principal basis'; 'execution of customer instructions to deposit, withdraw and transfer digital assets'; and 'stablecoin settlement and transfer services'. The organizers say they have identified no permissibility issue and that the activities are ones the OCC has treated as trust company operations under 12 U.S.C. 92a and 12 U.S.C. 24(Seventh). Five organizers are named, and they are also the five initial directors: Lee Woolley as chair, Richard Rosenthal, Laurence Aderemi, Tyler Hand and Mark Carawan, four of them outside directors and one independent of Block. The senior executive team names Woolley as president, chief executive and chief fiduciary officer, Liat Shetret as chief compliance and Bank Secrecy Act officer, Chanda Mafuka as chief information security officer, Mark Pocock as chief financial officer and Wei Tan as chief operating officer. Because none of the five directors will live in South Dakota or within 100 miles of Sioux Falls, the bank asks for a waiver of the director residency requirement at 12 U.S.C. 72. It will have no physical branches, all products will be offered electronically, and it will be affiliated with Huinaha Reinsurance, Inc., a Hawaii-domiciled captive that reinsures Block's own corporate risks. The reports date the filing to Tuesday 8 September rather than to the 4th, and the OCC's own Corporate Applications Search, which replaced the Weekly Bulletin on 19 December 2025, returned no record for Builders across 1 January to 9 September 2026 when queried at 13:06 UTC on 9 September; the same search returns Revolut Bank US, NA with a receipt in March 2026 and an approval on 2 September. The Block quotes Woolley saying that 'Building on Block's experience in the digital asset space, our history with Square Financial Services, and the deep banking expertise of the team we've assembled, we believe Builders Bank is well positioned to support Block's broader vision of economic empowerment', and reports that the OCC has received 40 de novo charter applications since 2025, approving 21 and denying 2.

Why it matters

The interesting part of this application is what is missing from it, and the document says so itself. The public exhibit volume index has one line, Form of Public Notice. The confidential exhibit volume index has seven: the business plan, the residency waiver request, the request to exercise fiduciary powers, the form of stock certificate, the articles of association, the bylaws and Block's equity incentive plan. Nearly every substantive question the form asks is answered by a cross-reference into that volume, so the reader gets the shape of the proposal and none of its numbers. Capital is the clearest case. Section 3 asks for authorised shares, par value and the justification for the proposed capital against the bank's risk profile; the answers are that there is a single class of voting common stock, that the amount of authorised stock and its par value will be settled only before the organizers file the articles of association and the organization certificate with the OCC, and that the adequacy discussion is in Confidential Exhibit A. So the one figure that determines whether a custody bank can absorb an operational loss is not in the public record, and the OCC will decide on material nobody else can see. The legal basis for that is set out at length and is worth reading on its own terms: the letter argues FOIA Exemption 4 for 'trade secrets and commercial or financial information obtained from a person and privileged or confidential', leaning on Food Marketing Institute v. Argus Leader Media for the proposition that information is confidential if it is customarily and actually treated as private and provided under an assurance of privacy. That is a straightforward and probably correct reading of the law. It also means that the wave of digital asset charters now going through the Comptroller is being decided almost entirely on documents the public will not see, at the same time as the OCC has stopped announcing charters through press releases at all. The second thing the application settles is what these trust banks are actually for. Custody is the headline, but riskless-principal execution of customer buy and sell orders is a trading permission, and stablecoin settlement and transfer services is a payments permission. A national trust charter is being used to assemble a custody, execution and settlement stack inside a single federally supervised entity, without deposit insurance, without lending and without a branch. The state licences it replaces are more than fifty, which is the actual commercial argument: a firm doing $10.7bn of bitcoin volume a year currently answers to fifty-odd supervisors and would answer to one.

What is not settled

The filing date is not settled by anything the desk can read. The document is dated 4 September, the reports say the application went in on Tuesday 8 September, and the OCC's own corporate applications register carried no entry for the bank on the morning of the 9th, which is consistent with a filing that has not yet been posted and equally consistent with a document published before it was lodged. Nothing here resolves it, and pages 1 to 3 of the published volume carry a DRAFT watermark that the application pages do not. The capital is unknown, and so is the business plan, the fee model, the projected revenue and every counterparty. Whether the OCC treats riskless-principal execution and stablecoin settlement as trust company operations within 12 U.S.C. 92a is the substantive legal question and the application asserts rather than argues it, saying no permissibility issue was identified. The relationship with Square Financial Services, the Utah industrial bank Block already owns and which Woolley's statement invokes, is not addressed in the public volume at all, so a reader cannot tell whether the group intends to run two banking charters or to consolidate. Nothing is said about which stablecoins the settlement service would touch or under what reserve arrangements, which matters because the GENIUS Act rules are still being written and the OCC has already made compliance with them a condition of another charter this month. And the register the desk checked is new enough to be worth naming: the OCC replaced the Weekly Bulletin with the Corporate Applications Search on 19 December 2025, so the absence of a record is an absence in a nine-month-old system rather than in the long-standing one.