One of the world's largest investment managers, BlackRock looks after money for pensions, governments, and everyday savers through funds and its famous iShares exchange-traded products, and also sells its Aladdin software to other financial firms. It began in 1988 as a risk-focused offshoot of Blackstone, founded by Larry Fink and partners. When the two split in 1994, Fink considered calling the new firm "Black Pebble," but a Blackstone leader thought that sounded too puny — so they settled on BlackRock instead.
BlackRock files prospectus supplement to register up to 12,035,866 shares for HPS acquisition consideration.
The shares are issuable upon redemption of Class B-2 membership units of BlackRock Saturn Subco, LLC, a consolidated subsidiary.
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On June 30, 2026, BlackRock filed a prospectus supplement with the SEC to register up to 12,035,866 shares of common stock.
The registered shares include 7,606,927 shares issued as closing consideration and up to 4,428,939 shares as potential deferred consideration for the HPS Investment Partners acquisition.
Redemptions may occur after the one-year anniversary of the July 1, 2025 closing, with each unit exchangeable for one share or cash at Subco's option.
The filing includes a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP on the validity of the shares.
8.01 Other Events · 9.01 Financial Statements and Exhibits
BlackRock shareholders elected all 19 director nominees and approved executive compensation, auditor ratification, and a charter amendment at the 2026 Annual Meeting.
The non-binding advisory vote on named executive officer compensation passed with 78,657,599 for, 42,362,921 against, and 212,514 abstentions.
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At the May 20, 2026 Annual Meeting, all 19 director nominees were elected, with votes ranging from about 114.1 million to 119.9 million in favor.
Shareholders ratified Deloitte & Touche LLP as independent auditor for fiscal year 2026 with 125,908,412 for, 5,750,963 against, and 90,826 abstentions.
An amendment to BlackRock Finance, Inc.'s certificate of incorporation removing the pass-through voting provision was approved with 120,975,330 for, 118,819 against, and 138,885 abstentions.
The report was filed under Item 5.07 to disclose the voting results of matters submitted to shareholders at the annual meeting.
5.07 Submission of Matters to a Vote of Security Holders
BlackRock amends credit agreement, increasing revolving commitments to $6.3B and extending maturity to 2031
The amendment increases revolving commitments by $400 million to an aggregate $6.3 billion.
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On March 31, 2026, BlackRock entered into Amendment No. 17 to its Five-Year Revolving Credit Agreement.
The maturity date is extended to March 31, 2031 for most lenders, with two non-extending lenders maturing March 31, 2028.
The amendment removes the SOFR adjustment for all SOFR-based loans.
Wells Fargo Bank serves as administrative agent, swingline lender, issuing lender, L/C agent, and a lender.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
BlackRock elects Gregg R. Lemkau as independent director on January 27, 2026.
Lemkau is Co-Chief Executive Officer of BDT & MSD Partners, a merchant bank, and previously served as Co-Head of Investment Banking at Goldman Sachs.
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Gregg R. Lemkau was elected to BlackRock's Board of Directors as an independent director, effective January 27, 2026.
He will be appointed to one or more Board committees after a review of committee composition, and will rotate through committees until then.
Lemkau will participate in BlackRock's standard compensation program for non-employee directors.
With his election, BlackRock's Board has 19 members, including 16 independent directors.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
BlackRock adopts Executive Carry Program linking senior executive pay to private markets fund performance.
On January 13, 2026, BlackRock's Management Development and Compensation Committee adopted the Executive Carry Program (ECP).
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The ECP makes selected senior executives (excluding the CEO) eligible for awards representing a percentage of carry distributions from a pool of BlackRock's flagship private markets funds.
Awards under the ECP have no value at grant and are 100% at-risk, with distributions based on fund performance over an extended period.
ECP awards vest over 5 years, with no vesting until the 3rd anniversary, then 1/3 vesting on each of the 3rd, 4th, and 5th anniversaries.
BlackRock expects to identify participants and grant awards under the ECP beginning in 2026.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
BlackRock reports Q4 2025 diluted EPS of $7.16, full year 2025 diluted EPS of $35.31
Q4 2025 revenue was $7,008 million, up 23% year-over-year; full year 2025 revenue was $24,216 million, up 19%.
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Q4 2025 GAAP operating income was $1,661 million (margin 23.7%); full year GAAP operating income was $7,045 million (margin 29.1%).
As adjusted Q4 2025 diluted EPS was $13.16, up 10% year-over-year; full year as adjusted diluted EPS was $48.09, up 10%.
AUM reached $14.0 trillion at year-end 2025, with record full year net inflows of $698 billion, including $342 billion in Q4.
Board approved a 10% increase in quarterly cash dividend to $5.73 per share, payable March 24, 2026, and authorized 7 million additional shares for repurchase.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits