UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 26~~September 13, 2024

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		001-33099		32-0174431
(State or other jurisdictionof incorporation)		(~~CommissionFile~~Commission File Number)		(IRS EmployerIdentification No.)


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

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

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

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

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

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

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

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

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

Title of each class	TradingSymbol(s)	Name of ~~exchangeon~~exchange on which registered
Common Stock, $.01 par value	BLK	New York Stock Exchange
1.250% Notes due 2025	BLK25	New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~July~~September 2613, 2024, BlackRock ~~Funding~~, Inc. (~~“BlackRock~~the ~~Funding~~“Company”), issued a ~~wholly~~press ~~owned~~release ~~subsidiary~~announcing ofthat ~~BlackRock,~~it ~~Inc.~~expects ~~(“BlackRock”),~~to ~~completed~~close its ~~underwritten~~previously ~~public~~announced ~~offering~~acquisition of ~~$800,000,000~~Global ~~aggregate~~Infrastructure ~~principal~~Partners ~~amount of 4.600% Notes due 2027~~ (~~the~~ “~~2027 Notes~~GIP”), ~~$500,000,000~~on ~~aggregate principal amount of 4.900% Notes due 2035 (the “2035 Notes”) and $~~October 1,~~200~~ 2024,~~000,000~~ ~~aggregate~~subject ~~principal~~to ~~amount~~customary ofclosing ~~5.350% Notes due 2055 (the “2055 Notes” and together with the 2027 Notes and the 2035 Notes~~conditions, ~~the~~including ~~“Notes”) pursuant to~~ the ~~registration~~receipt ~~statement~~of onspecified ~~Form~~regulatory ~~S-3~~approvals ~~(File Nos. 333-278583~~ and ~~333-278583-01),~~clearances ~~filed with the Securities and Exchange Commission~~ (the “~~Commission~~GIP Transaction”) ~~on April 9, 2024~~. ~~The Notes are BlackRock Funding’s unsecured and unsubordinated debt obligations and are fully and unconditionally guaranteed, on a senior unsecured basis, by BlackRock.~~

The ~~Notes~~Company ~~were~~also ~~issued~~announced ~~under~~in ~~the~~such ~~Indenture,~~press ~~dated~~release asthat ofit ~~March 14,~~has ~~2024~~notified the New York Stock Exchange (the “~~Base Indenture~~NYSE”), ~~among~~of ~~BlackRock~~its ~~Funding,~~intention ~~BlackRock~~to ~~and~~voluntarily ~~The~~delist ~~Bank~~from ofthe ~~New~~NYSE ~~York~~and ~~Mellon,~~deregister asits ~~trustee~~Euro-denominated 1.250% Notes due 2025 (the “~~Trustee~~2025 Notes”), asin ~~amended~~connection ~~and~~with ~~supplemented~~the byclosing of the ~~Second~~GIP ~~Supplemental~~Transaction. ~~Indenture,~~The ~~dated~~2025 asNotes ofwill ~~July 26,~~remain ~~2024~~outstanding ~~(the~~and ~~“Second~~BlackRock ~~Supplemental~~has ~~Indenture”~~applied ~~and~~for ~~together~~admission ~~with~~of the ~~Base~~2025 ~~Indenture,~~Notes to the ~~“Indenture”~~Official List of The International Stock Exchange (TISE), ~~among~~to ~~BlackRock~~be ~~Funding,~~effective ~~BlackRock~~following ~~and~~the closing of the ~~Trustee~~GIP Transaction.

~~The~~To ~~net~~delist ~~proceeds of~~ the ~~offering~~2025 ~~of the~~ Notes ~~are~~from ~~intended to be used to fund a portion of~~ the ~~consideration for BlackRock’s proposed acquisition of Preqin Holding Limited~~NYSE, ~~which is referred to herein as~~ the ~~“Preqin~~Company ~~Transaction.”~~will ~~BlackRock~~file ~~currently~~a ~~expects~~Notification ~~the~~of ~~Preqin~~Removal ~~Transaction~~from toListing ~~close~~on ~~before~~Form ~~year-end~~25 ~~2024,~~relating ~~subject~~ to ~~regulatory approvals and customary closing conditions. If (i)~~ the ~~Preqin~~delisting ~~Transaction is not consummated~~ on or ~~before the later of (x)~~about September 2 23, ~~2025 and (y)~~2024 (the ~~date that is five business days after any later date upon which~~ “~~Completion~~Form 25”) ~~may~~with ~~occur under~~ the Securities ~~terms~~and ofExchange ~~the~~Commission. ~~transaction~~The ~~agreement~~delisting ~~related~~will tobe ~~the~~effective ~~Preqin~~on ~~Transaction (including any such later date as mutually agreed upon by~~ the ~~parties to such transaction agreement) or (ii)~~10th ~~BlackRock~~day ~~Funding~~following ~~notifies~~filing ~~the Trustee that BlackRock will not pursue consummation~~ of the ~~Preqin~~Form ~~Transaction~~25, ~~BlackRock~~and ~~Funding~~the ~~will~~2025 beNotes ~~required~~will tono ~~redeem~~longer ~~all~~trade ~~outstanding~~on ~~2027 Notes (~~the ~~“Special~~NYSE ~~Mandatory~~effective ~~Redemption”),~~on atsuch adate. ~~special~~BlackRock ~~mandatory~~reserves ~~redemption~~the ~~price~~right ~~equal~~ to ~~101%~~delay of the ~~aggregate~~filing ~~principal amount~~ of the ~~2027~~Form ~~Notes,~~25 ~~plus~~for ~~accrued~~any ~~and unpaid interest~~reason, ~~if any~~including, ~~to,~~without ~~but excluding~~limitation, ~~the~~in ~~special mandatory redemption date. In~~ the event ofthat ~~a Special Mandatory Redemption,~~ the ~~net~~GIP ~~proceeds~~Transaction ofis ~~the~~delayed ~~2035~~or ~~Notes~~is ~~and~~not ~~2055~~completed ~~Notes will be used~~ for ~~general~~any ~~corporate purposes, which may include repayment of outstanding indebtedness~~reason.

~~Prior~~A tocopy ~~(i) June 26, 2027 (one month prior to the maturity date~~ of the ~~2027~~Company’s ~~Notes)~~press ~~with~~release ~~respect~~is toattached ~~the~~hereto 2027 Notes (the “2027 Notes Par Call Date”), (ii) October 8, 2034 (three months prior to the maturity date of the 2035 Notes) with respect to the 2035 Notes (the “2035 Notes Par Call Date”) and (iii) July 8, 2054 (six months prior to the maturity date of the 2055 Notes) with respect to the 2055 Notes (together with the 2027 Par Call Date and the 2035 Par Call Date, each a “Par Call Date”), BlackRock Funding may redeem the applicable series of the Notes at its option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price (calculated as ~~set~~Exhibit ~~forth in the Indenture and applicable series of Notes), plus, in each case, accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date~~99.1 ~~On or after the applicable Par Call Date, BlackRock Funding may redeem each series of Notes, in whole or in part, at any time~~ and ~~from~~is ~~time~~incorporated toherein ~~time,~~by ~~at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date~~reference.

Each of the following constitutes an event of default under the Indenture: (1) failure to pay any interest on any debt security of such series when due and payable, continued for 30 days; (2) failure to pay any principal when due of such series at its maturity; (3) failure to observe or perform any other covenants or agreements of BlackRock or BlackRock Funding with respect to such debt securities for 90 days after receiving notice of such failure; (4) certain events of bankruptcy, insolvency or reorganization; or (5) BlackRock’s guarantee ceasing to be in full force and effect or BlackRock denying its obligations under the guarantee (in each case, other than in accordance with the terms of the Indenture or the applicable series of debt securities).

The Indenture includes requirements that must be met if BlackRock or BlackRock Funding consolidates or merges with, or sells all or substantially all of their assets to, another entity.

The foregoing summary is qualified in its entirety by reference to the text of the Base Indenture and Second Supplemental Indenture, copies of which are filed herewith or incorporated by reference herein, as applicable, as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the Notes, forms of which are filed herewith as Exhibits 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

Item 9.01

Financial Statements and Exhibits.

(d)		Exhibits
4.1*		Indenture, dated March 14, 2024, among BlackRock Funding, Inc., BlackRock, Inc. and The Bank of New York Mellon, as trustee.
99.1		Press Release, dated September 13, 2024.
4.2		Second Supplemental Indenture, dated July 26, 2024, among BlackRock Funding, Inc., BlackRock, Inc. and The Bank of New York Mellon, as trustee.
4.3		Form of Note for the 4.600% Notes due 2027 (included in Exhibit 4.2).
4.4		Form of Note for the 4.900% Notes due 2035 (included in Exhibit 4.2).
4.5		Form of Note for the 5.350% Notes due 2055 (included in Exhibit 4.2).
5.1		Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes.
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1).
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

*2 ~~Incorporated by reference to Exhibit 4.1 to BlackRock’s Current Report on Form 8-K, filed with the Commission on March 14, 2024.~~

SIGNATURES

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

	BlackRock, Inc.
	(Registrant)
Date: July 26, 2024
Date: September 13, 2024
	By:	/s/ R. Andrew Dickson III
		R. Andrew Dickson III
		Managing Director and Corporate Secretary

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