Small Martin 4

What Happened
Martin Small, CFO & Senior Managing Director of BlackRock, had a performance-based award vest at the end of January 2026. The filing shows 5,292 shares were acquired as an award (code A, reported $0 acquisition value) and, separately, 3,756 shares were disposed/withheld (code F) to satisfy tax obligations at $1,118.94 per share for a withholding value of $4,202,739. Net retained from the vesting event = 5,292 − 3,756 = 1,536 shares. This was a company tax-withholding event (not an open-market sale).

Key Details

• Transaction dates/prices:
  • 2026-01-30: 3,756 shares withheld for taxes at $1,118.94 — $4,202,739 (disposition / withholding, code F)
  • 2026-01-31: 5,292 shares granted/vested (code A), acquisition reported at $0
• Net shares retained from this vesting: 1,536 shares (5,292 vested − 3,756 withheld)
• Footnotes:
  • F1: Withholding by BlackRock to satisfy tax obligations on vesting under the company plan.
  • F2: Awards include Common Stock and Restricted Stock Units (RSUs) that vest over 1–3 years; each RSU is payable in shares.
  • F3: The award originated as a 2022 Performance Incentive Plan award ($3,375,246) converted to 4,539 RSUs (based on a $743.61 per-share reference) and adjusted to 116.6% based on performance, resulting in 5,292 RSUs vesting.
• Filing: Report filed 2026-02-03 for transactions at end of Jan 2026 — appears to be timely (Form 4 is generally due within two business days).

Context
This was a vesting/award event with shares withheld to cover taxes (a routine "sell-to-cover"/withholding), not an open-market sale or a purchase signaling additional insider buying. The award stems from a 2022 performance grant that was adjusted upward based on company performance; the transaction reflects vesting mechanics and tax withholding rather than a trade motivated by market views.