Comerchero Marc D. 4

What Happened
Marc D. Comerchero, BlackRock’s Principal Accounting Officer, had 549 restricted stock units (RSUs) vest on Jan 31, 2026 (granted/received at $0). To satisfy tax withholding on vested awards, BlackRock withheld and disposed of 558 shares on Jan 30, 2026 at $1,118.94 per share, generating $624,369. The transactions result in a net change of nine fewer shares (558 disposed vs. 549 acquired). These withholding sales are a routine method to cover tax obligations and do not necessarily signal a voluntary market sale.

Key Details

• Transaction dates and amounts:
  • 2026-01-30: 558 shares withheld/disposed (code F) at $1,118.94 — proceeds $624,369.
  • 2026-01-31: 549 shares acquired as vested RSUs (code A) at $0 — no cash paid.
• Shares owned after transaction: Not disclosed in the filing.
• Notable footnotes:
  • Withholding was done by BlackRock to satisfy tax obligations on vested awards (F1).
  • The reported award includes common stock and RSUs that vest over 1–4 years; each RSU is payable in one share of common stock (F2).
  • The 549 RSUs reflect a 2022 Performance Incentive award: $350,240 converted to 471 RSUs (using a $743.61 price) and then adjusted to 116.6% based on performance, resulting in 549 RSUs (F3).
• Filing: Reported on Form 4 filed 2026-02-03 for transactions around Jan 30–31, 2026 — filed within the required reporting window (not late).

Context

• This filing shows a standard tax-withholding disposition tied to RSU vesting rather than an open-market sale initiated by the insider. Such dispositions commonly occur when a company withholds shares to cover tax withholding obligations.
• The award conversion and performance adjustment explain why 549 RSUs were delivered; the withholding quantity can differ from the vested amount based on tax calculations.