8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2025

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

001-42297

99-1116001

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


50 Hudson Yards, New York, New York		10001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of exchange

on which registered

Common Stock, $.01 par value

BLK

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On March 25, 2025, BlackRock, Inc. (“BlackRock”) and its wholly owned subsidiary, BlackRock Finance, Inc. (“BlackRock Finance”), entered into an underwriting agreement (the “Underwriting Agreement”) with BNP PARIBAS, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which BlackRock agreed to sell to the Underwriters €1,000,000,000 aggregate principal amount of its 3.750% Notes due 2035 (the “Notes”), for resale by the Underwriters (the “Offering”) pursuant to BlackRock’s registration statement on Form S-3 (File No. 333-286025). The Notes are expected to be issued on or around April 3, 2025, subject to customary closing conditions.

The Notes will be BlackRock’s unsecured and unsubordinated debt obligations and will be fully and unconditionally guaranteed, on a senior unsecured basis, by BlackRock Finance. BlackRock intends to use the net proceeds from the Offering for general corporate purposes, which may include repayment of any or all of its outstanding 1.25% Notes due 2025.

The Underwriters and their affiliates have provided, and may in the future provide, investment banking, commercial lending, financial advisory and other services for BlackRock. The Underwriters have received customary fees and expenses for these services. In particular, certain of the Underwriters and/or their affiliates are dealers under BlackRock’s commercial paper program. Certain of the Underwriters or their affiliates may own a portion of our outstanding 1.25% Notes due 2025, any or all of which may be repaid using a portion of the net proceeds from the Offering. In addition, certain of the Underwriters and/or their affiliates are lenders under BlackRock’s $5.4 billion revolving credit facility maturing in March 2029.

The foregoing summary of the Underwriting Agreement is qualified by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


1.1		Underwriting Agreement, dated March 25, 2025, among BlackRock, Inc., BlackRock Finance, Inc. and BNP PARIBAS, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc, as representatives of the several underwriters named therein.

104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BlackRock, Inc.
	(Registrant)

	By:	/s/ R. Andrew Dickson III
Date: March 26, 2025	R. Andrew Dickson III
	Managing Director and Corporate Secretary

BlackRock Inc. filed SEC Form 8-K: Other Events