NYSE: BLK

BlackRock serves a diverse mix of institutional and retail clients across the globe. Clients include tax-exempt institutions, such as defined benefit and defined contribution pension plans, charities, foundations and endowments; official institutions, such as central banks, sovereign wealth funds, supranationals and other government entities; taxable institutions, including insurance companies, financial institutions, corporations and third-party fund sponsors, and retail intermediaries.

BlackRock maintains a significant global sales and marketing presence that is focused on establishing and maintaining retail and institutional investment management and technology service relationships by marketing its services to investors directly and through third-party distribution relationships, including financial professionals and pension consultants.

BlackRock is an independent, publicly traded company, with no single majority shareholder and over 80% of its Board of Directors consisting of independent directors.

Management seeks to deliver value for stockholders over time by, among other things, capitalizing on BlackRock’s differentiated competitive position, including:

•
the Company’s longstanding model of client choice, through which it offers a wide range of index, active, private markets, and whole portfolio solutions across broad markets, themes, regions, and investment styles;

•
the Company's focus on strong investment performance, seeking the best risk-adjusted returns for client portfolios, within the mandates given by clients, to help them meet their investment objectives;

•
the Company's research, data and analytics, which are at the center of BlackRock's investment approach and processes. They inform BlackRock's pursuit of the best risk-adjusted returns, and underpin product creation and innovation;

•
the Company’s global reach and commitment to best practices around the world, with approximately 60% of employees outside the United States (“US”) serving clients locally and supporting local investment capabilities. Approximately 35% of total AUM is managed for clients domiciled outside the US;

•
the Company’s differentiated client relationships and fiduciary focus, which enable effective positioning toward changing client needs and industry trends including the secular shift to ETFs; growing allocations to private markets, such as infrastructure and private credit; increasing demand for outsourcing and whole portfolio solutions using index, active and private markets products; anticipated reallocations to fixed income; demand for high-performing active strategies; interest in sustainable investment strategies; and a continued focus on income and retirement; and

•
the Company’s longstanding commitment to innovation, technology services and the continued development of, and increased interest in, BlackRock technology products and solutions, including Aladdin, Aladdin Wealth, eFront, Preqin, and Cachematrix. This commitment is further extended by minority investments in financial technology and digital distribution providers, data and whole portfolio capabilities including Viridium, Generation Life, Securitize, Upvest, Avaloq, Human Interest, Circle, Clarity AI, Envestnet, Acorns, Scalable Capital and iCapital.

BlackRock operates in a global marketplace impacted by changing market dynamics and economic uncertainty, factors that can significantly affect earnings and stockholder returns in any given period.

The Company’s ability to increase revenue, earnings and stockholder value over time is predicated on its ability to generate new business, including business in Aladdin and other technology products and services. New business efforts depend on BlackRock’s ability to achieve clients’ investment objectives, in a manner consistent with their risk preferences, to deliver excellent client service and to innovate in technology to serve clients’ evolving needs. All of these efforts require the commitment and contributions of BlackRock employees. Accordingly, the ability to attract, develop and retain qualified professionals is critical to the Company’s long-term success.

1

Financial Highlights

(in millions, except per share data)

GAAP:

2025

2024

2023

2022

2021

Total revenue

$

24,216

$

20,407

$

17,859

$

17,873

$

19,374

Operating income

$

7,045

$

7,574

$

6,275

$

6,385

$

7,450

Operating margin

29.1

%

37.1

%

35.1

%

35.7

%

38.5

%

Nonoperating income (expense)(1)

$

312

$

578

$

706

$

89

$

419

Net income attributable to BlackRock, Inc.

$

5,553

$

6,369

$

5,502

$

5,178

$

5,901

Diluted earnings per common share

$

35.31

$

42.01

$

36.51

$

33.97

$

38.22

(in millions, except per share data)

As adjusted(2):

2025

2024

2023

2022

2021

Operating income

$

9,600

$

8,110

$

6,593

$

6,711

$

7,747

Operating margin

44.1

%

44.5

%

41.7

%

42.8

%

46.8

%

Nonoperating income (expense)(1)

$

251

$

533

$

648

$

89

$

419

Net income attributable to BlackRock, Inc.

$

7,736

$

6,612

$

5,692

$

5,391

$

6,254

Diluted earnings per common share

$

48.09

$

43.61

$

37.77

$

35.36

$

40.51

(1)
Net of net income (loss) attributable to noncontrolling interests ("NCI") - consolidated sponsored investment products ("CIPs") (redeemable and nonredeemable).

(2)
BlackRock reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”); however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures.

Beginning in the third quarter of 2025, net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, assume all Subco units have been exchanged in accordance with their terms on a one-for-one basis into common stock of BlackRock. Accordingly, the noncontrolling interest allocated to these Subco Units has been included as part of net income attributable to BlackRock Inc., as adjusted. Beginning in the first quarter of 2023, BlackRock updated the definitions of its non-GAAP financial measures to exclude the impact of market valuation changes on certain deferred cash compensation plans which the Company began economically hedging in 2023. For further information on non-GAAP financial measures and for as adjusted items for 2025 and 2024, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures. For further information on non-GAAP financial measures and for as adjusted items for 2023, 2022 and 2021, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures, of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and December 31, 2022.

Assets Under Management

The Company’s AUM by product type for the years 2021 through 2025 is presented below(1).

December 31,

(in millions)

2025

2024

2023

2022

2021

5-Year

CAGR(2)

Equity

$

7,793,875

$

6,310,191

$

5,293,344

$

4,435,354

$

5,342,360

12

%

Fixed income

3,272,021

2,905,669

2,804,026

2,536,823

2,822,041

4

%

Multi-asset

1,223,625

992,921

870,804

684,904

816,494

13

%

Alternatives

423,614

288,364

211,142

198,405

189,927

22

%

Digital assets

78,435

55,306

—

—

—

—

Currency and commodities(3)

169,216

78,137

64,842

67,805

74,954

17

%

Long-term

12,960,786

10,630,588

9,244,158

7,923,291

9,245,776

10

%

Cash management

1,080,732

920,663

764,837

671,194

755,057

10

%

Advisory

—

—

—

—

9,310

—

Total

$

14,041,518

$

11,551,251

$

10,008,995

$

8,594,485

$

10,010,143

10

%

(1)
Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for prior periods to conform to this new presentation.

(2)
Percentage represents compound annual growth rate (“CAGR”) over a five-year period (December 31, 2020 – December 31, 2025).

(3)
Amounts include commodity ETFs and exchange-traded products ("ETPs").

Component changes in AUM by product type for the five years ended December 31, 2025 are presented below(1).

(in millions)

December 31,

2020

Net inflows

(outflows)(2)

Realizations(2)

Acquisitions(3)

Market

change

FX

impact(4)

December 31,

2025

Equity

$

4,419,806

$

640,988

$

—

$

45,399

$

2,790,286

$

(102,604

)

$

7,793,875

Fixed income

2,674,488

951,273

(2,752

)

13,567

(253,548

)

(111,007

)

3,272,021

Multi-asset

658,733

335,785

—

—

247,409

(18,302

)

1,223,625

Alternatives

158,988

101,929

(30,372

)

179,445

13,624

—

423,614

Digital assets

—

75,578

—

—

2,851

6

78,435

Currency and

commodities(5)

76,054

12,121

—

—

82,098

(1,057

)

169,216

Long-term

7,988,069

2,117,674

(33,124

)

238,411

2,882,720

(232,964

)

12,960,786

Cash management

666,252

379,421

—

—

29,321

5,738

1,080,732

Advisory

22,359

(22,564

)

—

—

191

14

—

Total

$

8,676,680

$

2,474,531

$

(33,124

)

$

238,411

$

2,912,232

$

(227,212

)

$

14,041,518

(1)
Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for prior periods to conform to this new presentation.

(2)
Beginning in the first quarter of 2025, BlackRock updated the presentation of net flows to separately disclose realizations, which represent return of capital/return on investments. Realizations in prior periods have not been recast.

(3)
Amounts include the following: (a) net AUM from the acquisition of Aperio Group, LLC (“Aperio Transaction”) in February 2021, (b) net AUM from the acquisition of Kreos Capital (the “Kreos Transaction”) in August 2023, (c) net AUM from the acquisition of SpiderRock Advisors (the "SpiderRock Transaction") in May 2024, (d) net AUM from the acquisition of GIP (the "GIP Transaction") in October 2024, (e) net AUM from the HPS Transaction in July 2025 and (f) net AUM from the acquisition of ElmTree Funds (the "ElmTree Transaction") in September 2025.

(4)
Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(5)
Amounts include commodity ETFs and ETPs.

2

AUM represents the broad range of financial assets managed for clients on a discretionary basis pursuant to investment management and trust agreements that are expected to continue for at least 12 months. In general, reported AUM reflects the valuation methodology that corresponds to the basis used for determining revenue (for example, net asset value). Reported AUM does not include assets for which BlackRock provides risk management or other forms of nondiscretionary advice, or assets that the Company is retained to manage on a short-term, temporary basis.

Investment management fees are typically earned as a percentage of AUM. BlackRock also earns performance fees on certain portfolios relative to an agreed-upon benchmark or return hurdle. On some products, the Company also may earn securities lending revenue. In addition, BlackRock offers its proprietary Aladdin investment system as well as risk management, outsourcing, advisory and other technology and subscription services to institutional investors and wealth management intermediaries. Revenue for these services may be based on several criteria including value of positions, number of subscriptions, implementation go-lives and software solution delivery and support.

At December 31, 2025, total AUM was $14.0 trillion, representing a CAGR of 10% over the last five years. AUM growth during the period was achieved through the combination of net market valuation gains, net inflows, realizations and acquisitions, including the AUM impact from the Aperio Transaction, which added $41 billion of AUM in February 2021, the Kreos Transaction, which added $2 billion of AUM in August 2023, the SpiderRock Transaction, which added $4 billion of AUM in May 2024, the GIP Transaction, which added $70 billion of AUM in October 2024, the HPS Transaction, which added $118 billion of AUM in July 2025, and the ElmTree Transaction, which added $3 billion of AUM in September 2025. BlackRock's AUM mix encompasses a broadly diversified product range, as described below.

The Company considers the categorization of its AUM by client type, product type, investment style, and client region useful to understanding its business. The following discussion of the Company’s AUM will be organized as follows:

Client Type

Product Type

Investment Style

Client Region

 Retail

 Equity

 Active

 Americas

 ETFs

 Fixed Income

 Index and ETFs

 Europe, the Middle East and Africa (“EMEA”)

 Institutional

 Multi-asset

 Cash Management

 Asia-Pacific

 Alternatives

 Digital Assets

 Currency and Commodities

 Cash Management

Client Type

BlackRock serves a diverse mix of institutional and retail clients across the globe, with a regionally focused business model. BlackRock leverages the benefits of scale across global investment, risk and technology platforms while at the same time using local distribution presence to deliver solutions for clients. Furthermore, the Company's structure facilitates strong teamwork globally across both functions and regions in order to enhance BlackRock's ability to leverage best practices to serve our clients and continue to develop our talent.

Clients include tax-exempt institutions, such as defined benefit and defined contribution pension plans, charities, foundations and endowments; official institutions, such as central banks, sovereign wealth funds, supranationals and other government entities; taxable institutions, including insurance companies, financial institutions, corporations and third-party fund sponsors, and retail intermediaries.

ETFs are a growing component of both institutional and retail client portfolios. However, as ETFs are traded on exchanges, complete transparency on the ultimate end-investor is unavailable. Therefore, ETFs are presented as a separate client type below, with investments in ETFs by institutions and retail clients excluded from figures and discussions in their respective sections.

AUM by investment style and client type at December 31, 2025 is presented below.

(in millions)

Retail

ETFs

Institutional

Total

Active

$

914,573

$

—

$

2,518,170

$

3,432,743

Non-ETF index

364,159

—

3,696,174

4,060,333

ETFs

—

5,467,710

—

5,467,710

Long-term

1,278,732

5,467,710

6,214,344

12,960,786

Cash management

21,104

1,473

1,058,155

1,080,732

Total

$

1,299,836

$

5,469,183

$

7,272,499

$

14,041,518

Retail

BlackRock serves retail investors globally through a wide array of products across the investment spectrum, including separate accounts, open-end and closed-end funds, unit trusts and private investment funds. Retail investors are served principally through intermediaries, including broker-dealers, banks, trust companies, insurance companies and independent financial advisors. Technology solutions, digital distribution tools and a shift toward portfolio construction are increasing the number of financial advisors and end-retail investors using BlackRock products.

Retail represented 10% of long-term AUM at December 31, 2025 and 25% of long-term investment advisory and administration fees (collectively “base fees”) and securities lending revenue for 2025.

ETFs have a significant retail component but are shown separately below. With the exclusion of ETFs, the majority of retail AUM is comprised of active mutual funds. In the aggregate, active and index mutual funds totaled $860 billion, or approximately 70%, of retail long-term AUM at year-end, with the remainder invested in separately managed accounts ("SMA") and private investment funds. Approximately 70% of retail long-term AUM is invested in active products.

3

Component changes in retail long-term AUM for 2025 are presented below(1).

(in millions)

December 31,

2024

Net inflows

(outflows)

Realizations(2)

Acquisitions(3)

Market

change

FX

impact(4)

December 31,

2025

Equity

$

505,118

$

25,465

$

—

$

—

$

86,921

$

11,577

$

629,081

Fixed income

318,641

44,523

—

—

12,623

9,100

384,887

Multi-asset

150,978

24,657

—

—

22,817

1,203

199,655

Private markets

15,749

3,905

(1,389

)

11,674

182

560

30,681

Liquid alternatives

24,735

8,007

(32

)

—

1,482

236

34,428

Total

$

1,015,221

$

106,557

$

(1,421

)

$

11,674

$

124,025

$

22,676

$

1,278,732

(1)
Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)
Realizations represent return of capital/return on investments.

(3)
Amounts include AUM attributable to the HPS Transaction.

(4)
Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

The retail client base is diversified geographically, with 67% of long-term AUM managed for investors based in the Americas, 28% in EMEA and 5% in Asia-Pacific at year-end 2025.

•
US retail long-term net inflows of $62 billion were driven by fixed income and equity net inflows of $25 billion and $16 billion, respectively, driven by a significant SMA outsourcing mandate. Fixed income also included net inflows into active mutual funds, while equity net inflows also reflected demand for Aperio, BlackRock’s customized index SMA equity solution. Multi-asset, liquid alternatives, and private markets added $11 billion, $7 billion, and $3 billion, respectively.

•
International retail long-term net inflows of $45 billion reflected fixed income and multi-asset net inflows of $20 billion and $14 billion, respectively, driven by wealth outsourcing solutions. Equity net inflows were $10 billion, while liquid alternatives and private markets each added $1 billion.

ETFs

BlackRock is the leading ETF provider in the world with $5.5 trillion of iShares ETF AUM as of December 31, 2025. BlackRock generated ETF net inflows of $527 billion in 2025. The Company offers both index-tracking ETFs, which seek to replicate the performance of a specific index, and active ETFs. Active ETFs are managed by professional portfolio managers who actively select and adjust the fund’s holdings in an effort to outperform the market, deliver a specific outcome or gain exposure to hard-to-index markets.

Equity ETF net inflows of $289 billion were driven by flows into core and active ETFs, as well as continued client use of BlackRock’s broad-based precision exposure ETFs to express risk preferences and make tactical allocation changes. Fixed income ETF net inflows of $175 billion were diversified across exposures, led by flows into treasury, core and corporate credit ETFs. Digital assets ETPs had net inflows of $35 billion, driven by cryptocurrency exposures. Commodities net inflows of $25 billion were led by demand for gold exposures.

ETFs represented 42% of long-term AUM at December 31, 2025 and 45% of long-term base fees and securities lending revenue for 2025.

Component changes in ETFs AUM for 2025 are presented below(1).

(in millions)

December 31,

2024

Net inflows

(outflows)

Market

change

FX

impact(2)

December 31,

2025

Equity

$

3,106,398

$

289,263

$

580,684

$

29,669

$

4,006,014

Fixed income

985,652

175,328

29,682

15,291

1,205,953

Multi-asset

10,734

1,978

1,477

213

14,402

Digital assets

55,306

34,763

(11,640

)

6

78,435

Commodities

72,285

25,379

64,992

250

162,906

Total

$

4,230,375

$

526,711

$

665,195

$

45,429

$

5,467,710

(1)
Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)
Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

BlackRock’s ETF product range offers investors a precise, transparent and efficient way to gain exposure to a full range of asset classes and global markets that have been difficult for many investors to access, as well as the liquidity required to make adjustments to their exposures quickly and cost-efficiently.

•
US ETF* AUM ended 2025 at $3.9 trillion with $367 billion of net inflows, diversified across product categories, and led by net inflows into core equity, fixed income, active, digital assets and precision exposure ETFs.

•
International ETF* AUM ended 2025 at $1.6 trillion with $160 billion of net inflows, led by net inflows into core equity, fixed income and precision exposure ETFs.

* Regional ETF amounts based on jurisdiction of product, not underlying client.

4

Institutional

BlackRock serves institutional investors on six continents in sub-categories including: pensions, endowments and foundations, official institutions, and financial institutions; institutional AUM is diversified across product and region.

Component changes in institutional long-term AUM for 2025 are presented below(1).

(in millions)

December 31,

2024

Net inflows

(outflows)

Realizations(2)

Acquisitions(3)

Market

change

FX

impact(4)

December 31,

2025

Active:

Equity

$

218,848

$

(20,573

)

$

—

$

—

$

43,419

$

6,299

$

247,993

Fixed income

840,328

(10,637

)

(2,752

)

13,567

50,878

14,182

905,566

Multi-asset

828,039

45,636

—

—

108,194

24,237

1,006,106

Private markets

196,225

35,929

(28,789

)

89,343

(5,343

)

4,578

291,943

Liquid alternatives

51,655

3,136

(163

)

6,377

4,910

647

66,562

Active subtotal

2,135,095

53,491

(31,704

)

109,287

202,058

49,943

2,518,170

Index

3,249,897

(119,272

)

—

—

482,297

83,252

3,696,174

Total

$

5,384,992

$

(65,781

)

$

(31,704

)

$

109,287

$

684,355

$

133,195

$

6,214,344

(1)
Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)
Realizations represent return of capital/return on investments.

(3)
Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(4)
Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

Institutional active AUM ended 2025 at $2.5 trillion, reflecting $53 billion of net inflows, driven by the funding of several significant outsourcing mandates and continued growth in BlackRock's LifePath® target-date and private markets platforms.

Multi-asset net inflows of $46 billion reflected continued growth from significant outsourcing mandates and LifePath target-date offerings. Fixed income net outflows of $11 billion were impacted by client specific partial redemptions from insurance clients. Equity net outflows of $21 billion primarily reflected a single-client transfer from a quantitative equity to index equity strategy.

Private markets net inflows of $36 billion were led by private credit and infrastructure. Private markets realizations of $29 billion were primarily from infrastructure, private credit and private equity. At year-end, BlackRock had approximately $91 billion of non-fee paying, unfunded, uninvested commitments to deploy, primarily for institutional clients, which is not included in AUM. Liquid alternatives net inflows of $3 billion were across direct hedge funds and hedge fund solutions.

Institutional active represented 19% of long-term AUM and 24% of long-term base fees and securities lending revenue for 2025.

Institutional index AUM totaled $3.7 trillion at December 31, 2025, reflecting $119 billion of net outflows, driven by equity and fixed income. Net outflows were primarily driven by a single client's partial redemptions.

Institutional index represented 29% of long-term AUM and 6% of long-term base fees and securities lending revenue for 2025.

The Company’s institutional clients consist of the following:

•
Pensions, Foundations and Endowments BlackRock is among the world’s largest managers of pension plan assets with $3.9 trillion, or 62%, of long-term institutional AUM managed for defined benefit, defined contribution and other pension plans for corporations, governments and unions at December 31, 2025. The market landscape continues to shift from defined benefit to defined contribution, and BlackRock's defined contribution channel represented $2.1 trillion of total pension AUM. BlackRock remains well positioned for the ongoing evolution of the defined contribution market and demand for outcome-oriented solutions. An additional $104 billion, or 2%, of long-term institutional AUM was managed for other tax-exempt investors, including charities, foundations and endowments.

•
Financial and Other Institutions BlackRock is a top independent manager of assets for insurance companies, which accounted for $720 billion, or 12%, of long-term institutional AUM at year-end 2025. Assets managed for other taxable institutions, including corporations, banks and third-party fund sponsors for which the Company provides sub-advisory services, totaled $1.2 trillion, or 19%, of long-term institutional AUM at year-end.

•
Official Institutions BlackRock managed $348 billion, or 5%, of long-term institutional AUM for official institutions, including central banks, sovereign wealth funds, supranationals, multilateral entities and government ministries and agencies at year-end 2025.

5

Client Type and Product Type

Component changes in AUM by client type and product type for 2025 are presented below(1).

(in millions)

December 31,

2024

Net inflows

(outflows)

Realizations(2)

Acquisitions(3)

Market

change

FX

impact(4)

December 31,

2025

Retail:

Equity

$

505,118

$

25,465

$

—

$

—

$

86,921

$

11,577

$

629,081

Fixed income

318,641

44,523

—

—

12,623

9,100

384,887

Multi-asset

150,978

24,657

—

—

22,817

1,203

199,655

Private markets

15,749

3,905

(1,389

)

11,674

182

560

30,681

Liquid alternatives

24,735

8,007

(32

)

—

1,482

236

34,428

Retail subtotal

1,015,221

106,557

(1,421

)

11,674

124,025

22,676

1,278,732

ETFs:

Equity

3,106,398

289,263

—

—

580,684

29,669

4,006,014

Fixed income

985,652

175,328

—

—

29,682

15,291

1,205,953

Multi-asset

10,734

1,978

—

—

1,477

213

14,402

Digital assets

55,306

34,763

—

—

(11,640

)

6

78,435

Commodities

72,285

25,379

—

—

64,992

250

162,906

ETFs subtotal

4,230,375

526,711

—

—

665,195

45,429

5,467,710

Institutional:

Active:

Equity

218,848

(20,573

)

—

—

43,419

6,299

247,993

Fixed income

840,328

(10,637

)

(2,752

)

13,567

50,878

14,182

905,566

Multi-asset

828,039

45,636

—

—

108,194

24,237

1,006,106

Private markets

196,225

35,929

(28,789

)

89,343

(5,343

)

4,578

291,943

Liquid alternatives

51,655

3,136

(163

)

6,377

4,910

647

66,562

Active subtotal

2,135,095

53,491

(31,704

)

109,287

202,058

49,943

2,518,170

Index

3,249,897

(119,272

)

—

—

482,297

83,252

3,696,174

Institutional subtotal

5,384,992

(65,781

)

(31,704

)

109,287

684,355

133,195

6,214,344

Long-term

10,630,588

567,487

(33,125

)

120,961

1,473,575

201,300

12,960,786

Cash management

920,663

130,774

—

—

10,054

19,241

1,080,732

Total

$

11,551,251

$

698,261

$

(33,125

)

$

120,961

$

1,483,629

$

220,541

$

14,041,518

(1)
Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)
Realizations represent return of capital/return on investments.

(3)
Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(4)
Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

Long-term product offerings include active and index strategies. BlackRock's active strategies seek to earn attractive returns in excess of a market benchmark or performance hurdle while maintaining an appropriate risk profile and leverage fundamental research and quantitative models to drive portfolio construction. In contrast, index strategies seek to closely track the returns of a corresponding index, generally by investing in substantially the same underlying securities within the index or in a subset of those securities selected to approximate a similar risk and return profile of the index. Index products include both BlackRock's non-ETF index products and iShares ETFs.

Although many clients use both active and index strategies, the application of these strategies may differ. For example, clients may use index products to gain exposure to a market or asset class or may use a combination of index strategies to target active returns. In addition, institutional non-ETF index assignments tend to be very large (multi-billion dollars) and typically reflect low fee rates. Net flows in institutional index products generally have a small impact on BlackRock’s revenues and earnings.

Equity

Year-end 2025 equity AUM totaled $7.8 trillion, reflecting net inflows of $220 billion. Net inflows included ETF net inflows of $289 billion, partially offset by net outflows of $55 billion and $14 billion from non-ETF index and active, respectively.

BlackRock’s effective fee rates fluctuate due to changes in AUM mix. Approximately half of BlackRock’s equity AUM is tied to international market strategies, including emerging markets, which tend to have higher fee rates than US equity strategies. Accordingly, fluctuations in international equity markets, which may not consistently move in tandem with US markets, have a greater impact on BlackRock’s equity revenues and effective fee rate.

Equity represented 61% of long-term AUM and 50% of long-term base fees and securities lending revenue for 2025.

Fixed Income

Fixed income AUM ended 2025 at $3.3 trillion, reflecting net inflows of $164 billion. Net inflows included $175 billion and $29 billion into ETFs and active, respectively, partially offset by net outflows of $40 billion from non-ETF index. Fixed income ETF net inflows were diversified across BlackRock's product offerings and included strong flows into US treasury, core and corporate credit ETFs.

Fixed income represented 25% of long-term AUM and 22% of long-term base fees and securities lending revenue for 2025.

6

Multi-Asset

BlackRock manages a variety of multi-asset funds and bespoke mandates for a diversified client base that leverages the Company's broad investment expertise in global equities, bonds, and private markets, and the Company's extensive risk management capabilities. Investment solutions may include a combination of long-only portfolios and private markets investments as well as tactical asset allocation overlays.

Multi-asset represented 9% of long-term AUM and 8% of long-term base fees and securities lending revenue for 2025.

Component changes in multi-asset AUM for 2025 are presented below.

(in millions)

December 31,

2024

Net inflows

(outflows)

Market

change

FX

impact

December 31,

2025

Target date/risk

$

581,542

$

18,875

$

98,106

$

5,486

$

704,009

Asset allocation and balanced

277,129

18,492

34,452

6,478

336,551

Fiduciary

134,250

34,902

204

13,709

183,065

Total

$

992,921

$

72,269

$

132,762

$

25,673

$

1,223,625

Multi-asset net inflows reflected ongoing institutional demand for BlackRock's solutions-based advice with $46 billion of net inflows coming from institutional clients, including the funding of several significant outsourcing mandates. Defined contribution plans remained a significant driver of flows and contributed $17 billion to institutional multi-asset net inflows in 2025, primarily into target date and target risk product offerings. Retail net inflows of $25 billion in 2025 were driven by the onboarding of a significant wealth SMA mandate in the fourth quarter.

The Company’s multi-asset strategies include the following:

•
Target date and target risk strategies generated net inflows of $19 billion. Institutional investors represented 91% of target date and target risk AUM, with defined contribution plans representing 81% of AUM. Flows were driven by defined contribution investments across BlackRock's LifePath franchise, including BlackRock's LifePath Paycheck offering. LifePath products utilize a proprietary active asset allocation model that seeks to balance risk and return over an investment horizon based on the investor’s expected retirement timing. Underlying investments are primarily index products.

•
Asset allocation and balanced strategies generated $18 billion of net inflows. These strategies combine equity, fixed income and private markets components for investors seeking a tailored solution relative to a specific benchmark and within a risk budget. In certain cases, these strategies seek to minimize downside risk through diversification, derivatives strategies and tactical asset allocation decisions. Flows in this category included a significant SMA wealth outsourcing mandate that funded in the fourth quarter. Flagship products also include BlackRock's Global Allocation and Multi-Asset Income fund families.

•
Fiduciary management services generated net inflows of $35 billion. These are complex mandates in which pension plan sponsors or endowments and foundations retain BlackRock to assume responsibility for some or all aspects of investment management, often with BlackRock acting as outsourced chief investment officer. These customized services require strong partnership with the clients’ investment staff and trustees in order to tailor investment strategies to meet client-specific risk budgets and return objectives.

Alternatives

BlackRock alternatives focus on sourcing and managing high-alpha investments with lower correlation to public markets and developing a holistic approach to address client needs in alternatives investing. The Company's alternatives products fall into two main categories — (1) private markets, and (2) liquid alternatives. Private markets include offerings in infrastructure, private credit, private equity, real estate and multi-alternative solutions. Liquid alternatives include offerings in direct hedge funds and hedge fund solutions (funds of funds).

In 2025, private markets generated $40 billion of net inflows and saw realizations of $30 billion. Net inflows were driven by private credit, infrastructure and private equity. The largest contributors to realizations were infrastructure, private equity and private credit. At year-end, BlackRock had approximately $91 billion of non-fee paying, unfunded, uninvested commitments, which are expected to be deployed in future years; these commitments are not included in AUM or flows until they are fee-paying. Liquid alternatives saw net inflows of $11 billion, driven by direct hedge funds.

Private markets continue to see increasing allocations from institutional and wealth investors, and BlackRock’s highly diversified franchise is well positioned to continue to meet growing demand. The closing of the HPS Transaction added $165 billion of client AUM and $118 billion of fee-paying AUM in July. The completed acquisitions of HPS, GIP and Preqin position the Company's platform ahead of evolving client needs and structural industry trends. The private markets capabilities the Company has added through these transactions will allow it to serve clients even more comprehensively and position the Company to raise significant private capital.

Alternatives represented 3% of long-term AUM and 17% of long-term base fees and securities lending revenue for 2025.

7

Component changes in alternatives AUM for 2025 are presented in the table below(1).

(in millions)

December 31,

2024

Net

inflows

(outflows)

Realizations(2)

Acquisitions(3)

Market

change

FX

impact(4)

December 31,

2025

Memo:

committed capital(5)

Private markets:

Infrastructure

$

109,606

$

15,757

$

(11,975

)

$

—

$

(3,150

)

$

1,878

$

112,116

$

36,257

Private equity

36,327

2,975

(8,747

)

—

(256

)

324

30,623

5,859

Private credit

32,425

18,703

(7,717

)

101,017

(726

)

1,683

145,385

45,558

Real estate

26,147

123

(1,181

)

—

(1,111

)

1,084

25,062

499

Multi-alternatives

7,469

2,276

(558

)

—

82

169

9,438

2,860

Total private markets

211,974

39,834

(30,178

)

101,017

(5,161

)

5,138

322,624

91,033

Liquid alternatives:

Direct hedge fund strategies

48,774

9,809

—

6,377

3,915

517

69,392

—

Hedge fund solutions

27,616

1,334

(195

)

—

2,477

366

31,598

—

Total liquid alternatives

76,390

11,143

(195

)

6,377

6,392

883

100,990

—

Total

$

288,364

$

50,977

$

(30,373

)

$

107,394

$

1,231

$

6,021

$

423,614

$

91,033

(1)
Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)
Realizations represent return of capital/return on investments.

(3)
Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(4)
Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(5)
Amount represents client assets that are uninvested commitments, which are currently non-fee paying and are not included in AUM. These commitments are expected to generate fees and will be counted in AUM and flows as the capital is deployed over time.

Private Markets

The Company’s private markets strategies include the following:

•
Infrastructure includes offerings across equity, debt and solutions, which totaled $112 billion in AUM. Net inflows were $16 billion and realizations were $12 billion.

•
Private Equity AUM of $31 billion included AUM of $29 billion in private equity solutions. Private equity net inflows were $3 billion and realizations were $9 billion, primarily from a direct private equity strategy.

•
Private Credit primarily represents direct lending, junior and opportunistic capital, and venture debt strategies, with AUM of $145 billion at December 31, 2025. Private credit does not include private credit assets included in infrastructure and real estate debt, as well as assets in private placements and multi-strategy credit funds, which are reported within fixed income and multi-asset. In 2025, the HPS and ElmTree transactions added $118 billion and $3 billion to AUM, respectively. Net inflows were $19 billion and realizations were $8 billion.

•
Real Estate had $25 billion in AUM at December 31, 2025.

•
Multi-Alternatives represents highly customized portfolios of alternative investments, with $9 billion in AUM at December 31, 2025.

Liquid Alternatives

Liquid alternatives had $101 billion in AUM at December 31, 2025. Net inflows of $11 billion reflected client demand across direct hedge funds and hedge fund solutions. Direct hedge fund strategies include a variety of single- and multi-strategy offerings.

In addition, the Company manages $105 billion in liquid credit strategies which is included in active fixed income.

Digital Assets

Digital assets AUM totaled $78 billion at December 31, 2025, which included $35 billion of net inflows. The Company's digital assets products consist of Bitcoin ETPs listed in the US, Canada, Europe, the United Kingdom ("UK"), and Australia, and an Ethereum ETP listed in the US.

Currency and Commodities

Currency and commodities AUM totaled $169 billion at December 31, 2025, which included $25 billion of net inflows. Net inflows were led by commodities ETPs, which represented $163 billion of AUM and are not eligible for performance fees.

Cash Management

Cash management AUM totaled $1.1 trillion at December 31, 2025, reflecting $131 billion of net inflows. Cash management products include taxable and tax-exempt money market funds, short-term investment funds, tokenized liquidity offerings, and customized separate accounts. Portfolios are denominated in US dollars, euros, British pounds, Swiss francs, Canadian dollars, New Zealand dollars or Australian dollars.

8

Client Region

BlackRock's footprints in the Americas, EMEA and Asia-Pacific regions reflect strong relationships with intermediaries and an established ability to deliver the Company's global investment expertise in funds and other products tailored to local regulations and requirements.

AUM by product type and client region at December 31, 2025 is presented below.

(in millions)

Americas

EMEA

Asia-Pacific

Total

Equity

$

5,352,026

$

1,940,043

$

501,806

$

7,793,875

Fixed income

2,066,131

906,063

299,827

3,272,021

Multi-asset

866,443

281,272

75,910

1,223,625

Alternatives

282,320

103,405

37,889

423,614

Digital assets

77,681

749

5

78,435

Currency and commodities

120,020

46,571

2,625

169,216

Long-term

8,764,621

3,278,103

918,062

12,960,786

Cash management

756,022

304,511

20,199

1,080,732

Total

$

9,520,643

$

3,582,614

$

938,261

$

14,041,518

Component changes in AUM by client region for 2025 are presented below.

(in millions)

December 31,

2024

Net inflows

(outflows)

Realizations(1)

Acquisitions(2)

Market

change

FX

impact(3)

December 31,

2025

Americas

$

7,861,846

$

524,001

$

(23,041

)

$

98,982

$

1,037,112

$

21,743

$

9,520,643

EMEA

2,819,058

236,157

(8,762

)

21,922

332,585

181,654

3,582,614

Asia-Pacific

870,347

(61,897

)

(1,322

)

57

113,932

17,144

938,261

Total

$

11,551,251

$

698,261

$

(33,125

)

$

120,961

$

1,483,629

$

220,541

$

14,041,518

(1)
Realizations represent return of capital/return on investments.

(2)
Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(3)
Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

Americas

Americas net inflows of $524 billion were driven by equity, fixed income, cash, digital assets, and multi-asset net inflows of $171 billion, $132 billion, $105 billion, $34 billion, and $32 billion, respectively. Private markets, currency and commodities, and liquid alternatives added $25 billion, $18 billion, and $7 billion, respectively. BlackRock served clients through offices across the US as well as in Mexico, Canada, Brazil, Colombia, Chile, and the Dominican Republic.

The Americas represented 68% of total AUM and 67% of total base fees and securities lending revenue for 2025.

EMEA

EMEA net inflows of $236 billion were driven by equity, fixed income, multi-asset, and cash net inflows of $87 billion, $68 billion, $39 billion, and $21 billion, respectively. Private markets and currency and commodities added $13 billion and $6 billion, respectively, while digital assets and liquid alternatives each saw $1 billion of net inflows. Offerings include fund families in the UK, the Netherlands, Luxembourg, and Dublin and ETFs listed on stock exchanges throughout Europe, as well as separate accounts and pooled investment products.

EMEA represented 25% of total AUM and 28% of total base fees and securities lending revenue for 2025.

Asia-Pacific

Asia-Pacific net outflows of $62 billion were driven by equity and fixed income net outflows of $38 billion and $35 billion, respectively, largely driven by the impact of a single client's partial redemption from lower-fee institutional index. These were partially offset by cash, liquid alternatives, and private markets net inflows of $4 billion, $3 billion, and $2 billion, respectively. Multi-asset and currency and commodities each saw net inflows of $1 billion. Clients in the Asia-Pacific region are served through offices in India, Singapore, Hong Kong, Japan, Australia, China, Taiwan, Korea, New Zealand, and the Philippines.

Asia-Pacific represented 7% of total AUM and 5% of total base fees and securities lending revenue for 2025.

Investment Performance

Investment performance across active and index products as of December 31, 2025 was as follows:

One-year

period

Three-year

period

Five-year

period

Fixed income:

Actively managed AUM above benchmark or peer median

Taxable

76%

86%

82%

Tax-exempt

46%

53%

62%

Index AUM within or above applicable tolerance

99%

99%

99%

Equity:

Actively managed AUM above benchmark or peer median

Fundamental

40%

71%

46%

Systematic

78%

95%

94%

Index AUM within or above applicable tolerance

95%

96%

99%

Performance Notes

Past performance is not indicative of future results. Except as specified, the performance information shown is as of December 31, 2025 and is based on preliminary data available at that time. The performance data shown reflects information for all actively and passively managed equity and fixed income accounts, including US registered investment companies, European-domiciled retail funds and separate accounts for which performance data is available, including performance data for high net worth accounts available as of November 30, 2025. The performance data does not include accounts terminated prior to December 31, 2025 and accounts for which data has not yet been verified. If such accounts had been included, the performance data provided may have substantially differed from that shown.

9

Performance comparisons shown are gross-of-fees for institutional and high net worth separate accounts, and net-of-fees for retail funds. The performance tracking shown for index accounts is based on gross-of-fees performance and includes all institutional accounts and all iShares funds globally using an index strategy. AUM information is based on AUM available as of December 31, 2025 for each account or fund in the asset class shown without adjustment for overlapping management of the same account or fund. Fund performance reflects the reinvestment of dividends and distributions.

Performance shown is derived from applicable benchmarks or peer median information, as selected by BlackRock. Peer medians are based in part on data either from Lipper, Inc. or Morningstar, Inc. for each included product.

TECHNOLOGY SERVICES AND SUBSCRIPTION

BlackRock offers investment management technology systems, risk analytics, private markets data subscriptions, investment accounting services and wealth management tools on a fee basis. Aladdin Enterprise is the Company's proprietary technology platform, providing an end-to-end, investment and risk management solution for both BlackRock and a growing number of institutional investors around the world. BlackRock offers risk analytics via Aladdin Risk, as well as investment accounting capabilities. eFront is a leading end-to-end alternative investment management software and solutions provider to enable clients to manage portfolios across public and private asset classes on a single platform. eFront is offered to clients both as a standalone offering and as part of an integrated “Whole Portfolio” solution that provides transparency across clients’ public and private assets. Aladdin Wealth provides wealth management firms and their financial professionals with institutional-quality business management, portfolio construction, modeling and risk analytics capabilities.

Through the Company's Cachematrix platform, BlackRock is also a leading provider of financial technology which simplifies the cash management process for banks and their corporate clients in a streamlined, open-architecture platform. In March 2025, BlackRock completed the acquisition of 100% of the shares of Preqin Holding Limited ("Preqin"), a leading provider of private markets data, for £2.5 billion (or approximately $3.2 billion) in cash (the "Preqin Transaction").

At year-end, BlackRock technology services and subscription clients included asset managers, insurance companies, wealth managers, pension funds, official institutions, banks, asset servicers, corporations, law firms, consultants and other investors across North America, South America, Europe, the Middle East, Asia, Africa and Australia.

Technology services and subscription revenue of $2.0 billion was up 24% year-over-year. Annual contract value (“ACV”) increased 31% year-over-year including ACV related to Preqin, and increased 16% excluding ACV related to Preqin, driven by strong net sales of Aladdin in 2025. Aladdin assignments are typically long-term contracts that provide recurring revenue. At the end of any period, BlackRock generally has recurring revenue contracts in place for a large portion of total annual revenue. BlackRock measures the fees related to these agreements and refers to this as ACV. For further information on ACV, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.

Aladdin, which represented the majority of technology services and subscription revenue for the year, continues to benefit from trends favoring global platform and multi-asset risk solutions across public and private markets. In addition, while Aladdin is a multi-asset system, the majority of positions managed on the platform are fixed income. Revenue growth in 2025 reflected the successful onboarding of a number of new clients and expanding relationships with existing clients.

The Company’s acquisition of Preqin in March 2025 added private markets data capabilities to its existing Aladdin and eFront workflow offerings, creating a preeminent private markets technology and data provider. As clients’ private market allocations continue to grow, they will require more standardized and transparent data on their investments, creating an additional growth opportunity for Preqin.

BlackRock is focused on enhancing Aladdin, with continued investment into areas such as AI, whole portfolio, private markets, and wealth. BlackRock continues to evolve and enable clients to further simplify their operating infrastructure with Aladdin. Clients increasingly want to tailor how they use Aladdin to meet their specific needs, and BlackRock is providing them with choice and flexibility. BlackRock is empowering clients with data and APIs, as well as creating connectivity with ecosystem providers and third-party technology solutions, which include asset servicers, cloud providers, digital asset platforms, trading systems and others. This connectivity helps clients work in their Aladdin environments with a more customized and seamless end-to-end experience.

In addition, BlackRock has made minority investments in financial technology and digital distribution providers, data and whole portfolio capabilities including Viridium, Generation Life, Securitize, Upvest, Avaloq, Human Interest, Circle, Clarity AI, Envestnet, Acorns, Scalable Capital and iCapital. BlackRock records its share of income related to certain minority investments accounted for under the equity method within nonoperating income (expense) beginning in the first quarter of 2024 and within other revenue in 2023. In addition, BlackRock records gains and losses related to changes in value of other minority investments in nonoperating income (expense).

Securities Lending

Securities lending is managed by a dedicated team, supported by quantitative analysis, proprietary technology and disciplined risk management. BlackRock receives both cash (primarily for US domiciled portfolios) and noncash collateral under securities lending arrangements. The cash management team invests the cash received as collateral for securities on loan in other portfolios. Fees for securities lending for US domiciled portfolios can be structured as a share of earnings, or as a management fee based on a percentage of the value of the cash collateral or both. The value of the securities on loan and the revenue earned are captured in the corresponding asset class being managed. The value of the collateral is not included in AUM.

Outstanding loan balances ended the year at approximately $455 billion, up from $412 billion at year-end 2024. More demand along with increased equity valuations resulted in higher balances year-over-year. Lending spreads remained stable, and cash reinvestment spreads increased year-over-year.

10

BlackRock employs a conservative investment style for cash and securities lending collateral that emphasizes quality, liquidity, and interest rate risk management. Disciplined risk management, including a rigorous credit surveillance process, is an integral part of the investment process. BlackRock’s Cash Management Credit Committee has established risk limits, such as aggregate issuer exposure limits and maturity limits, across many of the products BlackRock manages, including over all of its cash management products. In the ordinary course of BlackRock's business, there may be instances when a portfolio may exceed an internal risk limit or when an internal risk limit may be changed. No such instances, individually or in the aggregate, have been material to the Company. To the extent that daily evaluation and reporting of the profile of the portfolios identify that a limit has been exceeded, the relevant portfolio will be adjusted. To the extent a portfolio manager would like to obtain a temporary waiver of a risk limit, the portfolio manager must obtain approval from the credit research team, which is independent from the cash management portfolio managers. While a risk limit may be waived temporarily, such waivers are infrequent.

Risk and Quantitative Analysis

Across all asset classes, in addition to the efforts of the portfolio management teams, the Risk and Quantitative Analysis (“RQA”) group at BlackRock draws on extensive analytical systems and proprietary and third-party data to identify, measure and manage a wide range of risks. RQA provides risk management advice and independent risk oversight of the investment management processes, identifies and helps manage counterparty and enterprise risks, coordinates standards for firm wide investment performance measurement and determines risk management-related analytical and information requirements. Where appropriate, RQA will work with portfolio managers and developers to facilitate the development or improvement of risk models and analytics.

COMPETITION

BlackRock competes with investment management firms, mutual fund complexes, insurance companies, banks, brokerage firms, financial technology providers and other financial institutions that offer products that are similar to, or alternatives to, those offered by BlackRock. In order to grow its business, BlackRock must be able to compete effectively for AUM. Key competitive factors include investment performance track records, the efficient delivery of beta for index products, investment style and discipline, price, client service and brand name recognition. Historically, the Company has competed principally on the basis of its long-term investment performance track record, its investment process, its risk management and analytic capabilities and the quality of its client service.

HUMAN CAPITAL

With approximately 24,900 employees in more than 30 countries as of December 31, 2025, BlackRock provides a broad range of investment management and technology services to institutional and retail clients in more than 100 countries across the globe. As an asset manager, BlackRock’s long-term success depends on its people and how it manages its workforce.

Culture and Principles

BlackRock believes that maintaining a strong corporate culture is an important component of its human capital management practices and critical to the firm’s long-term success.

BlackRock’s culture is underpinned by five core principles that unify its workforce and guide how it interacts with its employees, its clients, the communities in which it operates and its other stakeholders: (1) We are a fiduciary to our clients; (2) We are One BlackRock (1BLK); (3) We are passionate about performance; (4) We take emotional ownership; and (5) We are committed to a better future.

Connectivity and Inclusivity

BlackRock’s approach to building a connected and inclusive culture is aligned with the firm’s business priorities and long-term objectives. Delivering for the firm’s clients requires attracting the best people from across the world. BlackRock is committed to creating an environment that supports top talent and fosters diverse perspectives to avoid groupthink. Creating a connected and inclusive culture where people with new ideas and fresh perspectives can thrive is core to our 1BLK principle. These values have been fundamental to BlackRock since its founding 38 years ago.

Over the past two years, the firm welcomed thousands of new colleagues through acquisitions. These employees play a crucial role in driving the firm’s success forward, and a connected and inclusive culture is imperative to enabling that objective.

Since 2020, BlackRock has published annual SASB-aligned disclosure and EEO-1 reports, which provide information about the firm’s workforce, including workforce composition. Of the Company’s approximately 24,900 employees as of December 31, 2025, 40% were based in the Americas, 31% were based in EMEA, and 29% were based in the Asia-Pacific region.

Board Oversight of Human Capital Management

BlackRock’s Board of Directors (the “Board”) plays an important role in the oversight of human capital management and devotes one Board meeting annually to an in-depth review of BlackRock’s culture, talent development, retention and recruiting initiatives, human capital management strategy, leadership and succession planning and employee feedback. Moreover, the Board’s Management Development and Compensation Committee periodically reviews efforts and developments related to the firm’s human capital management strategy.

Succession planning for BlackRock’s Chief Executive Officer and other senior executives is a key part of the Board’s annual review of human capital management issues. As part of this review, the Board focuses on whether BlackRock has the right people in place to execute the Company’s long-term strategic plans, and on BlackRock’s ability to identify, attract, develop, promote and retain future senior executives. An important element of the succession planning across the organization is a commitment to building leadership from within.

Employee Engagement

BlackRock values continuous dialogue with its employees to better understand their experiences at the firm and assess the efficacy of its human capital management practices. The Company uses several employee engagement mechanisms, including: (1) global employee opinion surveys; (2) interactive events and communications; (3) the sponsorship of employee networks; and (4) local community involvement. The employee opinion pulse surveys, which BlackRock conducts throughout the year, provide the Company with actionable feedback for its teams and for the Company as a whole. Additionally, BlackRock uses ongoing lifecycle surveys to collect feedback at various points along the employee journey.

11

BlackRock works to keep employees informed and engaged through a regular cadence of communications and events, including newsletters, global and local townhalls and messages from leaders with timely business and organizational updates and culture-building opportunities.

BlackRock believes that employees value opportunities to give back to their communities. Through local, employee-led BlackRock Gives committees, the Company supports nonprofit organizations nominated by employees in the communities where it operates. In addition, the Company has a matching gifts program that matches an employee’s donations to IRS qualified charitable organizations for up to $10,000 a year. BlackRock also matches volunteer time with eligible charities and full-time employees may take up to two paid volunteer days.

Compensation, Wellness and Benefits

BlackRock’s compensation and benefits practices are designed to: (1) attract, motivate and retain talented employees; (2) align employee incentives and risk-taking with that of the firm and the interests of its clients; and (3) support employees and their families across many aspects of their lives. The Company has a strong pay-for-performance culture and an annual compensation process that takes into consideration firmwide results, individual business results and employee performance, as well as market benchmarks. BlackRock also offers a wide range of benefits that it regularly reviews in accordance with market practices and the local requirements of its offices, including, where applicable, retirement savings plans, a Flexible Time Off (“FTO”) policy and flexible working arrangements, parental leave and family forming benefits, such as fertility benefits, adoption and surrogacy assistance, and backup elder and childcare benefits. The Company provides comprehensive healthcare and mental-health benefits to eligible employees, including medical, dental and vision coverage, health savings and spending accounts, counseling services, an employee assistance program and access to telemedicine services, where available. The Company also offers a Mental Health Ambassador program that is comprised of global volunteers across office locations who are trained in empathetic listening skills and direct interested colleagues to benefits, tools and resources to support mental health.

BlackRock prioritizes protecting the rights of its workforce. The Company has implemented policies related to harassment prevention and compliance with applicable equal employment opportunity and overtime regulations. BlackRock is also committed to providing a safe and healthy work environment for its workforce. To do this, it designs global programs, including environmental and occupational health and safety programs, to meet or exceed local requirements. Moreover, BlackRock encourages all of its employees to raise issues of concern and assures employees that they may do so without fear of retaliation.

Recruiting, Training and Development

BlackRock recognizes that, like all companies, it is operating in an increasingly competitive environment. As such, the Company engages in efforts to reach top talent. In the spirit of attracting talent from broad backgrounds, BlackRock also provides formal recruiting programs for Veterans (former service members transitioning to civilian careers) and Returners (individuals who have taken a career break of 18 months or more).

BlackRock’s culture of learning is designed to help employees grow and thrive at each stage of their career. One example is the BlackRock Academies, the firm’s online, on-demand suite of interactive resources and courses, which enable employees to build skills in specific facets of BlackRock’s business and purpose. The Company believes these opportunities play an important role in engaging BlackRock’s employees.

In addition, BlackRock believes that a critical driver of its future success is its ability to grow strong leaders and people managers. The Company invests in leadership development programs designed to foster career growth. People managers have access to coaching and the Managing at BlackRock program to assist in building valuable skills.

REGULATION

Virtually all aspects of BlackRock’s business are subject to various laws and regulations around the world, some of which are summarized below. These laws and regulations are primarily intended to protect investment advisory clients, investors in registered and unregistered investment companies, and trust and other fiduciary clients of BlackRock Institutional Trust Company, N.A. (“BTC”). Under these laws and regulations, agencies that regulate investment advisers, investment funds and trust banks and other individuals and entities have broad administrative powers, including the power to limit, restrict or prohibit the regulated entity or person from carrying on business if it fails to comply with such laws and regulations. Possible sanctions for significant compliance failures include the suspension of individual employees, limitations on engaging in certain lines of business for specified periods of time, revocation of investment adviser and other registrations or bank charters, censures and fines both for individuals and BlackRock. The rules governing the regulation of financial institutions and their holding companies and subsidiaries are very detailed and technical. Accordingly, the discussion below is general in nature, does not purport to be complete and is current only as of the date of this report.

BlackRock’s business may be impacted by numerous regulatory reform initiatives occurring around the world. Any such initiative, or any new laws or regulations or changes to, or in the enforcement of, existing laws or regulations, could materially and adversely impact the scope or profitability of BlackRock’s business activities, lead to business disruptions, require BlackRock to alter its business or operating activities and expose BlackRock to additional costs (including compliance and legal costs) as well as reputational harm. BlackRock’s profitability also could be materially and adversely affected by modification of the rules and regulations that impact the business and financial communities in general, including changes to the laws governing banking, securities, taxation, antitrust regulation and electronic commerce.

GLOBAL REGULATORY REFORM

Policymaking workstreams focused on the financial services sector led by global standard setters, such as the Financial Stability Board (“FSB”) and International Organization of Securities Commissions (“IOSCO”), may lead to or inform new regulations in multiple jurisdictions in which BlackRock operates. Such workstreams have focused on areas such as money market funds (“MMFs”), open-ended funds (“OEFs”) and sustainability regulations.

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Macroprudential Policies for Asset Managers

Concerns about liquidity and leverage risks in the asset management industry and wider market-based finance sector have prompted a broad review of existing regulations globally, including an assessment of the adequacy of certain structural market components in mitigating risks, by the FSB, IOSCO, the US Securities and Exchange Commission (“SEC”) and the Financial Stability Oversight Council (“FSOC”). The EU launched a consultation on macroprudential policies in 2024, including enhanced requirements for liquidity management tools, which may lead to increased oversight or new requirements for the management of OEFs. If these regulatory or policy actions result in broad application of macroprudential tools to OEFs or require changes to structural features of certain OEFs, it could limit BlackRock’s ability to offer products to certain clients and/or result in clients altering their investment strategies or allocations in a manner that is adverse to BlackRock.

Global MMF Reforms

Following the market events of March 2020, US, UK and EU authorities initiated a review of existing regulatory frameworks with the aim of improving the resilience of MMFs in market downturns. The UK released a consultation in December 2023 indicating their intent to change regulatory requirements for MMFs domiciled in the UK and non-UK MMFs sold into the UK, including material increases in required liquidity levels. The EU is considering similar and further changes to the regulations of EU-domiciled MMFs and non-EU MMFs sold into the EU. In the US, the SEC adopted changes to Rule 2a-7, the primary rule under the Investment Company Act of 1940 governing MMFs, including changes to required liquidity levels and requiring mandatory liquidity fees under certain circumstances. New regulations or changes to existing regulations in the UK and EU may adversely impact BlackRock’s MMFs.

Sustainability

Sustainability has been the subject of regulatory focus across jurisdictions. The International Sustainability Standards Board's (“ISSB”) disclosure standards have been adopted by several national regulators, including in Hong Kong, Mexico, Singapore and Australia, while others, including the UK, Canada and Japan, are expected to issue ISSB-aligned standards. In 2023, California passed several laws requiring certain companies doing business in California to publish certain types of climate-related disclosures. In November 2025, the Ninth Circuit granted an injunction pending appeal staying the enforcement of one such law, California Senate Bill 261. Other states have proposed and may adopt similar laws.

The EU has enacted numerous sustainability regulations which continue to evolve. In December 2025, the European Parliament and Council approved proposals to simplify and reduce the scope of the Corporate Sustainability Due Diligence Directive ("CSDDD") and the Corporate Sustainability Reporting Directive ("CSRD”). Furthermore, in November 2025, the European Commission (“EC”) published its proposal (“SFDR 2.0”) to revise the Sustainable Finance Disclosure Regulation, which requires sustainability-related disclosures by financial market participants. SFDR 2.0 proposes significant changes, including reducing sustainability disclosures by EU firms and simplifying product-level disclosures as well as introducing three new categories of sustainable and transition products.

The EU and the UK are developing rules for ESG ratings providers to improve quality, transparency, consistency and independence of ESG ratings in the market. Japan, Singapore and India have published codes of conduct or regulatory frameworks for ESG data and rating providers, while Hong Kong is considering a similar approach.

As jurisdictions continue to develop and implement sustainability regulations and litigation challenging such regulations increases, BlackRock faces greater fragmentation risk related to local application of regulations, resulting in complex and conflicting compliance obligations and legal and regulatory uncertainty.

Taxation

BlackRock’s businesses may be directly or indirectly affected by tax legislation and regulation, or the modification of existing tax laws, by US or non-US tax authorities. Legislation at both the US federal and state level has been previously proposed to enact a financial transaction tax (“FTT”) on stocks, bonds and a broad range of financial instruments and derivative transactions. In the EU, certain Member States have enacted similar FTTs and the EC has proposed legislation to harmonize these taxes and provide for the adoption of EU-level legislation applicable to some (but not all) EU Member States. If enacted as proposed, FTTs could have an adverse effect on BlackRock’s financial results and clients’ performance results.

The Organisation for Economic Cooperation and Development (“OECD”) has proposed certain international tax reforms, which would (1) shift taxing rights to the jurisdiction of the consumer (“Pillar One”) and (2) establish a global minimum tax for multinational companies of 15% (“Pillar Two”). In response, EU member states and several other countries, including the UK, have adopted laws implementing the OECD’s minimum tax rules under Pillar Two since the beginning of 2024. In January 2026, the OECD announced a package of measures relating to the global minimum tax consisting of material simplifications, greater alignment of substance-based tax incentives with qualified refundable tax credits, and a Side-by-Side system for multinational companies with a parent entity organized in certain jurisdictions, such as the US (the “Side by Side System”). As a result, the tax laws of certain countries in which BlackRock does business have changed and may continue to change. Any such changes could increase the Company’s tax liabilities, although the adoption of the Side by Side System is generally expected to mitigate some of the potential adverse impacts of Pillar Two. The Company is continuing to monitor legislative developments and evaluate the potential impact of the Pillar Two Framework and the Side by Side System on future periods.

The application of tax regulations involves numerous uncertainties and, in the normal course of business, US and non-US tax authorities may review and challenge tax positions adopted by BlackRock. These challenges may result in adjustments to, or impact the timing or amount of, taxable income, deductions or other tax allocations, which may adversely affect BlackRock’s effective tax rate and overall financial condition. Similarly, the Company manages assets in products and accounts that have investment objectives which may conform to tax positions adopted by BlackRock or to specific tax rules. To the extent there are changes in tax law or policy, or regulatory challenges to tax positions adopted by BlackRock, the value or attractiveness of such investments may be diminished and BlackRock may suffer financial or reputational harm.

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US REGULATORY REFORM

Antitrust Rules and Guidance

In October 2024, the Federal Trade Commission (“FTC”), with concurrence from the Antitrust Division of the Department of Justice (the “DOJ”) approved amendments to rules enacted under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) that require parties in certain transactions to provide the FTC and DOJ prior notice and observe a waiting period before consummation of such transactions. The final amendments significantly expanded the information required to be reported and documents submitted in connection with an HSR filing, which generally increases any pre-merger notification expenses and may delay transactions. The continued applicability of the final amendments is uncertain as the FTC's adoption of these rules faces litigation challenges. In December 2023, the FTC and DOJ also jointly issued updated merger guidelines which could impact (1) the ability of the Company to expand its services through strategic investments or acquisitions and (2) funds that engage in transactions affecting US commerce.

Designation as a Systemically Important Financial Institution (“SIFI”)

The FSOC has the authority to designate nonbank financial institutions as SIFIs in the US under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In November 2023, the FSOC finalized amendments to its existing interpretive guidance to remove the prioritization of an activities-based approach over an entity-specific approach to designation in connection with addressing potential risks to financial stability, although the amendment clarified that the FSOC retained the ability to use an activities-based approach when appropriate. The FSOC has stated that it intends to review this guidance and the FSOC’s analytic framework for financial stability risks, which could increase regulatory uncertainty. If BlackRock is designated as a SIFI, it could become subject to enhanced regulatory and capital requirements and direct supervision by the Federal Reserve.

Public Company Disclosure Requirements

The SEC has announced that it is considering recommending rule amendments to revise US public companies’ reporting requirements. Potential amendments include giving companies the option to change their quarterly financial reports to a semi-annual reporting schedule and changes in executive compensation disclosure requirements, Rule 14a-8 on shareholder proposals and the shelf registration process. The SEC has also requested public comment on Regulation S-K in general. Depending on the form of any such final rules, they could impact BlackRock’s reporting and compliance obligations.

SEC US Treasury Clearing Mandate

In December 2023, the SEC adopted rules mandating central clearing of US Treasury repurchases and certain other Treasury transactions. The rules require many market participants, including a large number of BlackRock funds and accounts, to clear Treasury repurchase transactions and potentially certain cash Treasury securities transactions through a clearing agency registered with the SEC, which could increase transaction costs for BlackRock’s clients.

SEC Rules on Reporting of Short Positions and Securities Loans

In 2023, the SEC adopted a new rule requiring certain institutional managers to report short positions and activity to the SEC for publication on an aggregate basis, which could impact investment strategies and result in greater operational burdens and cost for BlackRock. The SEC also adopted a new rule requiring certain persons to report information on securities loan transactions to a registered national securities association which will then publish certain information. The rule may increase BlackRock’s operational burdens and costs. The SEC has granted temporary exemptions from compliance with these rules until 2028 and indicated it may make changes to the rules prior to the compliance dates.

US Outbound Investment Regime

Beginning in January 2025, the US government has implemented an outbound investment screening program restricting certain investments in designated “countries of concern.” The program: (1) prohibits US persons from engaging in specified transactions; and (2) requires notification to regulators of other transactions involving companies in those jurisdictions operating in sensitive technology sectors such as advanced semiconductors, AI and quantum computing. The Fiscal 2026 National Defense Authorization Act further authorizes the US Treasury to expand the scope of this regime, potentially adding more countries, technologies, or transaction types to the restrictions. These rules, especially if broadened, could limit BlackRock’s ability to invest in certain companies or markets on behalf of clients and may increase the firm’s compliance costs.

Beneficial Ownership Reporting

In 2025, the SEC clarified its guidance on when a 5% shareholder’s engagement with an issuer could lead to the shareholder being considered to hold shares with the “purpose or effect of changing or influencing control of the issuer,” and therefore cause the shareholder to lose eligibility to report its beneficial ownership on short-form Schedule 13G. The guidance explains that shareholder engagement that “exerts pressure on management to implement specific measures or changes to a policy” may be considered “influencing” control of the issuer.

Proxy Voting Reform

Reform of the proxy voting system is an area of increased interest among US policymakers. In 2025, the SEC indicated that they are considering regulatory changes related to proxy voting. As an asset manager that exercises voting rights on behalf of certain clients, such reforms could increase regulatory scrutiny and uncertainty for BlackRock and affect its business or operating activities.

Financial Crimes Enforcement Network (“FinCEN”) Rule for Registered Investment Advisers

In 2024, FinCEN issued a final rule requiring registered investment advisers to adopt new anti-money laundering requirements. Under the rule, registered investment advisers will be required to establish written risk-based anti-money laundering programs and report suspicious activity to FinCEN under the Bank Secrecy Act of 1970 (the “Bank Secrecy Act”), as well as comply with Bank Secrecy Act reporting and recordkeeping requirements, which may increase BlackRock’s compliance burdens and costs. In 2025, the effective date of the rule was pushed back to January 2028.

SEC Rules on Form PF

In 2024, the SEC adopted new rules and amendments to Form PF for registered investment advisers requiring new disclosures, filing obligations and enhanced reporting. In September 2025, the SEC extended the compliance deadline until October 2026. Implementing these rules and amendments may significantly increase BlackRock’s reporting, disclosure and compliance obligations and create operational complexity for BlackRock’s alternatives products.

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Regulation of US Registered Funds and Investment Advisers

Regulation of US registered funds and investment advisers may change over time as a result of rulemaking, exemptive and no-action relief and interpretative positions by the SEC, any of which could impact the Company’s US registered investment advisers and the registered funds they manage.

INTERNATIONAL REGULATORY REFORM

Enhanced Regulatory Scrutiny of Technology Service Providers to Financial Services Firms

The EU’s Digital Operational Resilience Act (“DORA”), which focuses on direct regulation of providers and users of technology and data services, became applicable in 2025. DORA, among other things: (1) introduced additional governance, risk management, incident reporting, resilience testing and information sharing requirements to several of BlackRock’s European entities and certain Aladdin clients; and (2) may potentially subject Aladdin to additional oversight. The European Supervisory Authorities are using data collected under DORA to assess which third party suppliers should be designated as critical to the EU financial system and become subject to further regulatory oversight.

Retail Investment Strategy

The EU continues to consider a proposed Retail Investment Strategy package of amendments intended to improve retail investor access to financial markets while ensuring investor protections. When enacted, these changes could impact clients’ product preferences and may increase costs for BlackRock in European markets due to additional requirements on distributors and product providers.

EMIR 3.0

The EU legislative package known as “EMIR 3.0” introduces key changes to derivatives clearing, margining and reporting requirements in the European Market Infrastructure Regulation (EMIR), including: (1) a requirement to hold an “active account” with an EU central counterparty for clearing certain euro-denominated instruments; (2) new reporting requirements for cleared trades; (3) revised clearing thresholds for financial and non-financial counterparties; and (4) amendments related to clearing to the UCITS directive. EMIR 3.0 was adopted in December 2024 and is being implemented in phases, with initial compliance obligations effective from June 2025 and further reporting obligations expected through 2026. EMIR 3.0 is expected to impact EU counterparties as well as UK and non-EU entities trading with EU firms, and the collective impact of the package may increase operational complexity, necessitate a reassessment of clearing and trading strategies, and lead to higher transaction costs for BlackRock and its clients.

Digital Omnibus

In November 2025, the EC proposed a Digital Omnibus package intended to take a holistic view across digital legislation at the EU level, including the EU AI Act, GDPR, Data Act, ePrivacy Directive and cybersecurity laws to reduce complexity and duplication. The package proposes a delay to the introduction of rules relating to high-risk AI uses pending development of compliance guidance, targeted changes to data protection rules under GDPR to facilitate data use in the development and operation of AI models and systems, and streamlining incident reporting obligations.

T+1 Settlement

Regulators in the EU, UK, and Switzerland have announced plans to transition to a T+1 settlement cycle for securities transactions with implementation in October 2027. The change shortens the standard settlement period from two business days (T+2) to one business day (T+1), requiring significant operational and technological adjustments across the investment lifecycle. The multi-jurisdictional nature of the transition may result in a lack of consistency between regulators, increasing the complexity of implementation. The transition could increase BlackRock’s operational complexity, settlement risk, and costs, particularly in cross-border transactions, FX settlement, and coordination with third-party providers.

EU Supervisory Reform

In December 2025, the EC published a proposal for wide-ranging reforms to EU capital markets rules, including changes to the supervisory regime for asset managers. Depending on the terms of the final reforms, such changes could add additional layers of supervisory oversight to asset managers at the EU level and slow supervisory outcomes and authorisations.

UK Operational Resilience

The UK’s policies regulating services provided by certain third parties designated by His Majesty's Treasury as “critical” to the financial sector became effective in January 2025. Entities designated as “critical” will be required to provide additional information to financial regulators, engage in resilience testing and report major incidents like cyber-attacks, natural disasters and power outages. If BlackRock is designated as critical, its operational costs and regulatory oversight may increase. The FCA will also introduce further rules on supply chain oversight and incident reporting, potentially increasing regulatory compliance costs.

Conduct Regulation

The FCA continues to focus on conduct regulation, including the effectiveness of implementation of the Consumer Duty by all asset management firms, including BlackRock’s UK subsidiaries and across a range of product types sold to retail investors including those related to digital assets. The Consumer Duty rules require firms to act to deliver good outcomes for retail customers in their manufacture and distribution of products and services, in respect of price and value, consumer understanding and consumer support. Any failure to meet the FCA’s regulatory expectations could expose BlackRock to regulatory sanctions and increased reputational risk.

Consumer Composite Investments

The FCA has finalized product information requirements for consumer composite investments (CCIs) replacing the current PRIIPs regime, which was derived from EU law and was assimilated into UK law after Brexit. The transition to the CCI regime may increase operational complexity and regulatory compliance costs for BlackRock.

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Regulatory Environment in China

The Company’s operations in China are subject to a number of regulatory risks, including an evolving regulatory environment, frequent policy changes and complex data security and data transfer regulations. These factors may increase compliance risk and costs, limit the Company’s ability to source and execute new investment opportunities and potentially lead to impairment losses on its investments. Restrictions on transfers of certain types of onshore data of the Company’s Chinese entities to offshore entities also may limit BlackRock’s ability to aggregate, report and monitor such data on its global platform. In addition, multiple regulators in China have jurisdiction over BlackRock’s business operations, increasing operational and regulatory engagement complexity. These risks may be further heightened by additional scrutiny by Chinese regulators of certain sectors, such as technology and other industries that might be deemed to be of national importance.

EXISTING US REGULATION — OVERVIEW

BlackRock and certain of its US subsidiaries are currently subject to extensive regulation, primarily at the federal level, by the SEC, the US Department of Labor ("DOL"), the Federal Reserve, the Office of the Comptroller of the Currency (“OCC”), the Financial Industry Regulatory Authority (“FINRA”), the National Futures Association (“NFA”), the FTC, the Department of Justice, the CFTC and other federal government agencies and regulatory bodies. In addition, BlackRock’s interactions with government entities, public officials, and candidates for public office are subject to federal, state, and local laws and rules.

Certain of BlackRock’s US subsidiaries are also subject to various anti-terrorist financing, privacy, anti-money laundering and economic sanctions laws and regulations established by various agencies. In addition, the Investment Advisers Act of 1940 (the “Advisers Act”) imposes numerous obligations on registered investment advisers such as certain BlackRock subsidiaries, including record-keeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. State level oversight and regulation through attorneys general, insurance commissioners and other state level agencies also applies to certain BlackRock activities.

The Investment Company Act of 1940 (the “Investment Company Act”) imposes stringent governance, compliance, operational, disclosure and related obligations on registered investment companies and their investment advisers and distributors, such as certain BlackRock subsidiaries and affiliates. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act and the Investment Company Act, ranging from fines and censure to termination of an investment adviser’s registration. Investment advisers also are subject to certain state securities laws and regulations. Non-compliance with the Advisers Act, the Investment Company Act or other federal or state securities laws and regulations could result in investigations, sanctions, disgorgement, fines and reputational damage.

BlackRock’s trading and investment activities for client accounts are regulated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended and the Commodity Exchange Act, as well as the rules of various securities exchanges and self-regulatory organizations, including laws governing trading on inside information, market manipulation and a broad number of technical requirements (e.g., short sale limits, volume limitations and reporting obligations) and market regulation policies. Violation of any of these laws and regulations could result in fines or sanctions, as well as restrictions on BlackRock’s activities and damage to its reputation. Furthermore, the Dodd-Frank Act requires one of BlackRock’s subsidiaries, BTC, to register as a municipal advisor (as that term is defined in the Exchange Act) with the SEC and Municipal Securities Rulemaking Board (“MSRB”). BTC's registration as a municipal advisor subjects BTC to additional regulation by the SEC and MSRB.

BlackRock and its subsidiaries are more broadly subject to comprehensive regulation of their derivatives businesses, including regulations promulgated by US regulators such as the CFTC, the NFA and the SEC that, among other things, impose margin requirements, public and regulatory reporting, central clearing and mandatory trading on regulated exchanges or execution facilities for certain types of swaps and security-based swaps.

BlackRock manages a variety of private pools of capital, including hedge funds, funds of hedge funds, private equity funds, collateralized debt obligations, collateralized loan obligations, real estate funds, collective trust funds, managed futures funds and hybrid funds. Congress, regulators, tax authorities and others continue to explore, on their own and in response to demands from the investment community and the public, increased regulation related to private pools of capital, including changes with respect to investor eligibility, certain limitations on trading activities, record-keeping and reporting, the scope of anti-fraud protections, safekeeping of client assets and a variety of other matters. BlackRock may be materially and adversely affected by new legislation, rulemaking or changes in the interpretation or enforcement of existing rules and regulations imposed by various regulators in this area.

The activities of certain BlackRock subsidiaries are subject to the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and to regulations promulgated thereunder by the DOL, insofar as they act as a “fiduciary” under ERISA with respect to benefit plan clients that are subject to ERISA. ERISA and applicable provisions of the Internal Revenue Code, including applicable related regulations, impose certain duties on persons who are fiduciaries under ERISA, prohibit certain transactions involving ERISA plan clients (clients subject to the prohibited transaction rules under Section 4975 of the Code), and, among other things, mandate certain required periodic reporting and disclosures and require certain BlackRock entities to carry bonds insuring against losses caused by fraud or dishonesty. ERISA and other applicable regulations also impose additional compliance, reporting and operational requirements on BlackRock that otherwise are not applicable to clients that are not subject to ERISA. Excise taxes and other potential penalties could apply as a result of violations of the above-described prohibitions and requirements.

BlackRock has eight subsidiaries that are registered as commodity pool operators and/or commodity trading advisors with the CFTC and are members of the NFA. The CFTC and NFA each administer a comparable regulatory system covering futures contracts and various other financial instruments, including swaps as a result of the Dodd-Frank Act, in which certain BlackRock clients may invest. In addition, three of BlackRock’s subsidiaries are registered with the SEC as broker-dealers and are member-firms of FINRA. Each broker-dealer has a membership agreement with FINRA that limits the scope of such broker-dealer’s permitted activities. Certain broker-dealers are also members of the MSRB and are subject to MSRB rules.

BlackRock’s business activity in California that involves the processing of personal information is subject to the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”), which provide for enhanced consumer protections for California residents. The CCPA and CPRA impose obligations on BlackRock for the handling, disclosure and deletion of personal information for California residents. In addition, several other US states have proposed or adopted similar privacy laws. Any failure by BlackRock to comply with the CCPA, CPRA or similar state privacy laws may result in fines, heightened regulatory scrutiny, litigation and/or reputational harm.

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US Banking Regulation

One of BlackRock’s subsidiaries, BTC, is organized as a nationally-chartered limited purpose trust company that does not accept deposits or make commercial loans. Accordingly, BTC is examined and supervised by the OCC and is subject to various banking laws and regulations enforced by the OCC, such as laws and regulations governing capital adequacy, fiduciary activities, conflicts of interest, self-dealing, and the prevention of financial crime, including money laundering. BTC is also a member of the Federal Reserve System and is subject to various Federal Reserve regulations applicable to member institutions, such as regulations restricting transactions with affiliates. Many of these laws and regulations are meant for the protection of BTC and/or BTC’s customers rather than BlackRock, its affiliates or stockholders.

EXISTING INTERNATIONAL REGULATION — OVERVIEW

BlackRock’s international operations are subject to the laws and regulations of a number of international jurisdictions, as well as oversight by numerous regulatory agencies and bodies in those jurisdictions. In some instances, these operations are also affected by US laws and regulations that have extra-territorial application.

Below is a summary of certain international regulatory standards to which BlackRock is subject. It is not meant to be comprehensive as there are parallel legal and regulatory arrangements in force in many jurisdictions where BlackRock’s subsidiaries conduct business.

Of note among the various other international regulations to which BlackRock is subject, are the extensive and complex regulatory reporting requirements that necessitate the monitoring and reporting of issuer exposure levels (thresholds) across the holdings of managed funds and accounts and those of the Company.

Regulation in EMEA

The FCA currently regulates certain BlackRock subsidiaries in the UK. It is also responsible for the conduct of business regulation of the UK branch of one of BlackRock’s US subsidiaries. In addition, the Prudential Regulation Authority (“PRA”) regulates one BlackRock UK insurance subsidiary. Authorization by the FCA and (where relevant) the PRA is required to conduct certain financial services-related business in the UK under the Financial Services and Markets Act 2000 (the “FSMA”). The FCA’s rules adopted under the FSMA govern the majority of a firm’s capital and liquidity resources requirements, senior management arrangements, conduct of business and client assets requirements, interaction with clients, and systems and controls, whereas the rules of the PRA focus solely on the prudential requirements that apply to BlackRock’s UK-based insurance subsidiary. The FCA supervises BlackRock’s UK-regulated subsidiaries through a combination of proactive engagement, event-driven and reactive supervision and thematic reviews in order to monitor BlackRock’s compliance with regulatory requirements. Breaches of the FCA’s rules may result in a wide range of disciplinary actions against BlackRock’s UK-regulated subsidiaries and/or its employees. The FCA’s Consumer Duty requires BlackRock’s UK authorized firms to act to deliver good outcomes for retail customers taking into account products and services, price and value and consumer understanding and support.

In addition, BlackRock has regulated entities in France, Germany, Ireland, Jersey, Luxembourg, the Netherlands and Switzerland. Each of these entities is required to comply with regulatory rules in the country in which it has been established, including the branches of the Netherlands entity which operate across the EU.

BlackRock’s EU and UK-regulated subsidiaries and branches must comply with the EU regulatory regime set out in MiFID II and its UK equivalent, respectively. These rules set out detailed requirements governing the organization and conduct of business of investment firms and regulated markets. The legislation also includes pre- and post-trade transparency requirements for equity and non-equity markets and extensive transaction reporting requirements. BlackRock’s UK insurance subsidiary must also comply with the UK regulation which implemented Solvency II and the Insurance Distribution Directive. In addition, relevant entities must comply with revised obligations on capital resources for certain investment firms arising out of the Investment Firms Prudential Review. These include requirements to ensure capital adequacy and liquidity, as well as matters of governance and remuneration. Relevant BlackRock entities must also comply with the requirements of the UCITS Directive and the AIFMD, as implemented in the relevant EU Member States and in the UK, which impose obligations on the authorization and capital, conduct of business, organization, transparency and marketing of retail and alternative investment funds respectively that are sold in, or marketed to, the EU. The obligations introduced through these regulations and directives (and the UK implementation and onshoring of the same) affects certain of BlackRock’s European and UK operations. The AIFMD and UCITS Directives, as amended by AIFMD II, introduce enhanced requirements for liquidity management, loan origination, costs disclosures and organizational requirements with changes being phased in over two years. Compliance with the UCITS Directives and the AIFMD (and the UK implementation and onshoring of the same) may subject BlackRock to additional expenses associated with depositary oversight and other organizational requirements. The UK Government and the FCA have also enacted the new OFR providing a fast-track framework for non-UK funds to be recognized and registered for marketing to retail investors in the UK after Brexit.

The EU has seen an increase in Common Supervisory Actions by ESMA to coordinate supervisory action by national EU regulators, most notably in areas such as sustainability-related product features and disclosures, product governance, liquidity management and fund costs and charges. BlackRock’s EU operations may be affected to the extent this initiative results in formal legislation or action.

In the European Union, BlackRock’s business operations that involve the processing of personal information are subject to the General Data Protection Regulation (“GDPR”), which became effective in 2018. Following the United Kingdom’s withdrawal from the European Union, the GDPR was incorporated into UK law as the UK GDPR, effective in 2021. Other jurisdictions in which BlackRock operates, including Saudi Arabia and Dubai, have also adopted privacy and data protection regimes that are broadly aligned with GDPR principles. These laws impose significant compliance obligations, including requirements relating to transparency, limitations on the use of personal information, the administration of individual rights requests, privacy incident notification, and restrictions on international data transfers. The interpretation and application of these requirements continue to evolve and may vary across jurisdictions. Failure, or perceived failure, to comply with applicable privacy and data protection laws could result in regulatory investigations or enforcement actions, substantial fines and penalties, litigation, increased compliance costs, operational restrictions, and reputational damage.

In addition, BlackRock maintains a number of branches and subsidiaries across the Middle East, including regulated branches in Dubai, Abu Dhabi, Kuwait City, and Doha, and a regulated subsidiary in Riyadh, Saudi Arabia. These entities are overseen respectively by the Dubai Financial Services Authority, the Financial Services Regulatory Authority in Abu Dhabi, the Kuwait Capital Markets Authority, the Qatar Financial Centre Regulatory Authority, and the Saudi Capital Markets Authority. Each branch and subsidiary is authorized to provide specific investment services and supports BlackRock’s business in its jurisdiction. Other countries across the Middle Eastern region are serviced on a cross-border basis.

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In South Africa, BlackRock Investment Management (UK) Limited operates a branch in Cape Town under the supervision of the Financial Sector Conduct Authority (FSCA). The branch supports BlackRock’s investment advisory and client engagement activities in the Africa region.

Regulation in the Asia-Pacific Region

In Japan, a BlackRock subsidiary is subject to the Financial Instruments and Exchange Act (“FIEA”) and the Act on Investment Trusts and Investment Corporations. These laws are administered and enforced by the Japanese Financial Services Agency (“JFSA”), which establishes standards for compliance, including capital adequacy and financial soundness requirements, customer protection requirements and conduct of business rules. The JFSA is empowered to conduct administrative proceedings that can result in censure, fines, cease and desist orders or the suspension or revocation of registrations and licenses granted under the FIEA. This Japanese subsidiary also holds a license for real estate brokerage activities which subjects it to the regulations set forth in the Real Estate Brokerage Act.

In Australia, BlackRock’s main operating entities are principally regulated under the Corporations Act 2001 (Cth) by the Australian Securities and Investments Commission (“ASIC”), which includes holding an Australian financial services license and operating registered managed investment schemes. ASIC is Australia’s integrated corporate, markets, financial services and consumer credit regulator.

In New Zealand, certain BlackRock subsidiaries are primarily regulated by the Financial Markets Authority (“FMA”). The FMA is responsible for overseeing and enforcing financial markets legislation including the licensing of firms to provide certain financial products and services in New Zealand and administering anti-money laundering and terrorism financing legislation, amongst other functions.

The activities of certain BlackRock subsidiaries in Hong Kong are subject to the Securities and Futures Ordinance (“SFO”), which governs the securities and futures markets, and regulates, among others, offers of investments to the public, and provides for the licensing of intermediaries. The SFO is administered by the Securities & Futures Commission (“SFC”). The SFC is also empowered to establish standards for compliance as well as codes and guidelines. The relevant BlackRock subsidiaries and the employees conducting any of the regulated activities specified in the SFO are required to be licensed with the SFC, and are subject to the rules, codes and guidelines issued by the SFC.

BlackRock’s operations in Taiwan are subject to the Securities Investment Trust and Consulting Act and other regulations, rules or guidelines thereunder (collectively, “SITE and SICE Requirements”). BlackRock’s subsidiary in Taiwan is governed and regulated by the Securities & Futures Bureau (“SFB”) under the Taiwan Financial Supervisory Commission, which is responsible for regulating securities markets (including the Taiwan Stock Exchange, the Taipei Exchange and the Taiwan Futures Exchange), the asset management industry, the broker and futures commission merchant sector, the banking industry and the insurance sector. The relevant BlackRock subsidiary and employees conducting regulated activities are required to be licensed with the SFB and subject to the SITE and SICE Requirements.

BlackRock’s Fund Management Company in China (“BlackRock FMC”) is regulated by the China Securities Regulatory Commission and is subject to the Securities Investment Fund Law and Measures for the Supervision and Administration of Mutual Fund Managers for the overall oversight from incorporation to the corporate governance and operations of fund managers and funds. BlackRock FMC is also subject to the China Securities Law and various other financial laws and regulations. BlackRock CCB Wealth Management Limited, which is BlackRock’s wealth management joint venture company with CCB Wealth Management Co., Ltd. and Fullerton Management Pte Ltd. in China, is regulated by the National Financial Regulatory Administration (“NFRA”, formerly known as the China Banking and Insurance Regulatory Commission). They have enacted Bank Wealth Management Supervision and Management Measures and Management Measures of Bank Wealth Management Subsidiaries and other relevant rules to regulate the setup, conduct of business and risk management of bank wealth management companies.

In Singapore, a BlackRock subsidiary is regulated by the Monetary Authority of Singapore (“MAS”) and its business activities are subject to the Securities and Futures Act 2001 (“SFA”). The SFA governs the regulation of activities and institutions in the securities and derivatives industry, including fund management, dealing in capital markets products and leveraged foreign exchange trading. The MAS is Singapore’s central bank and integrated financial regulator, which regulates the financial services sector in Singapore and conducts integrated supervision of financial services and financial stability surveillance. This BlackRock subsidiary and the employees conducting any of the regulated activities specified in the SFA are required to be licensed with the MAS, and are subject to the SFA and the regulations, rules, codes, notices and guidelines issued by the MAS.

In India, the Jio BlackRock joint venture entities, Jio BlackRock Asset Management Private Limited, Jio BlackRock Investment Advisers Private Limited, Jio BlackRock Broking Private Limited and Jio BlackRock Trustee Private Limited, are governed by the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs in India and the Securities and Exchange Board of India (“SEBI”). The Jio BlackRock joint venture entities have received approvals from SEBI with respect to asset management, registered investment adviser and registered brokerage services, as applicable.

Other financial regulators oversee BlackRock subsidiaries, branches and representative offices across the Asia-Pacific region, including in South Korea. Regulators in all of these jurisdictions have authority with respect to financial services including, among other things, the authority to grant, suspend or cancel required licenses or registrations. In addition, these regulators may subject certain BlackRock subsidiaries to net capital requirements.

Several jurisdictions cross the Asia‑Pacific region, including Australia, India, China, Japan, Singapore, and South Korea, have continued to modernize or strengthen their privacy and data protection regimes. These developments introduce or expand obligations relating to transparency, limitations on the processing of personal information, administration of individual rights requests, breach notification requirements, and increasingly stringent controls on cross‑border data transfers. Interpretation and enforcement of these laws continue to evolve across jurisdictions.

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AVAILABLE INFORMATION

BlackRock files annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. BlackRock makes available free-of-charge, on or through its website at https://www.blackrock.com, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The Company also makes available on its website the charters for the Audit Committee, Management Development and Compensation Committee, Nominating and Governance Committee and Risk Committee of the Board of Directors, its Code of Business Conduct and Ethics, its Code of Ethics for Chief Executive and Senior Financial Officers and its Corporate Governance Guidelines. Further, BlackRock will provide, without charge, upon written request, a copy of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings as well as the committee charters, its Code of Business Conduct and Ethics, its Code of Ethics for Chief Executive and Senior Financial Officers and its Corporate Governance Guidelines. Requests for copies should be addressed to Investor Relations, BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including BlackRock’s filings, are also available to the public from the SEC’s website at https://www.sec.gov.

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