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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

1. Financial Statements

The Company’s consolidated financial statements are included beginning on page F-1.

2. Financial Statement Schedules

Financial statement schedules have been omitted because they are not applicable, not required or the information required is included in the Company’s consolidated financial statements or notes thereto.

3. Exhibit Index

Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about BlackRock or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit No.Description
3.1(1)Restated Certificate of Incorporation of BlackRock, Inc.
3.2(2)Amended and Restated Bylaws of BlackRock, Inc.
4.1Description of Securities
4.2(3)Indenture, dated September 17, 2007, between BlackRock Finance, Inc. and The Bank of New York, as trustee
4.3(4)Form of 3.200% Notes due 2027
4.4(5)Form of 3.250% Notes due 2029
4.5(6)Form of 2.400% Notes due 2030
4.6(7)Form of 1.900% Notes due 2031
4.7(8)Form of 2.10% Notes due 2032
4.8(9)Form of 4.750% Notes due 2033
4.9(10)Indenture, dated March 14, 2024, among BlackRock, Inc., BlackRock Finance, Inc. and The Bank of New York Mellon, as trustee.
4.10(10)First Supplemental Indenture, dated March 14, 2024, among BlackRock, Inc., BlackRock Finance, Inc. and The Bank of New York Mellon, as trustee.
4.11(11)Second Supplemental Indenture, dated July 26, 2024, among BlackRock, Inc., BlackRock Finance, Inc. and The Bank of New York Mellon, as trustee
4.12(10)Form of Note for the 4.700% Notes due 2029
4.13(10)Form of Note for the 5.000% Notes due 2034
4.14(10)Form of Note for the 5.250% Notes due 2054
4.15(11)Form of Note for the 4.600% Notes due 2027
4.16(11)Form of Note for the 4.900% Notes due 2035
4.17(11)Form of Note for the 5.350% Notes due 2055
4.18(2)Guarantee of BlackRock Finance, Inc. Indebtedness, dated October 1, 2024
4.19(12)Indenture, dated April 3, 2025, among BlackRock, Inc., BlackRock Finance, Inc. and The Bank of New York Mellon, as trustee
4.20(12)First Supplemental Indenture, dated April 3, 2025, among BlackRock, Inc., BlackRock Finance, Inc., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent
4.21(12)Form of Note for the 3.750% Notes due 2035
10.1(13)BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.2(14)Amended and Restated BlackRock, Inc. 1999 Annual Incentive Performance Plan+
10.3(15)Amendment No. 1 to the BlackRock, Inc. Amended and Restated 1999 Annual Incentive Performance Plan+
10.4(16)Form of Restricted Stock Unit Agreement under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.5(16)Form of Performance-Based Restricted Stock Unit Agreement (BPIP) under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.6(17)Form of Performance-Based Stock Option Agreement under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.7(18)Form of Stock Option Agreement expected to be used in connection with future grants of Stock Options under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.8(18)Form of Restricted Stock Agreement expected to be used in connection with future grants of Restricted Stock under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.9(18)Form of Directors’ Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.10(19)BlackRock, Inc. Amended and Restated Voluntary Deferred Compensation Plan, as amended and restated as of November 16, 2015+
Exhibit No.Description
10.11(20)Five-Year Revolving Credit Agreement, dated as of March 10, 2011, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender and L/C agent, Sumitomo Mitsui Banking Corporation, as Japanese Yen lender, a group of lenders, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital, J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, Citibank, N.A., as syndication agent and Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as documentation agents
10.12(21)Amendment No. 1, dated as of March 30, 2012, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.13(22)Amendment No. 2, dated as of March 28, 2013, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.14(23)Amendment No. 3, dated as of March 28, 2014, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.15(24)Amendment No. 4, dated as of April 2, 2015, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.16(25)Amendment No. 5, dated as of April 8, 2016, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.17(26)Amendment No. 6, dated as of April 6, 2017, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.18(27)Amendment No. 7, dated as of April 3, 2018, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.19(28)Amendment No. 8, dated as of March 29, 2019, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.20(29)Amendment No. 9, dated as of March 31, 2020, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.21(30)Amendment No. 10, dated as of March 31, 2021, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.22(31)Amendment No. 11, dated as of December 13, 2021, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.23(32)Amendment No. 12, dated as of March 31, 2022, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.24(33)Amendment No. 13, dated as of March 31, 2023, by and among BlackRock Finance, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.25(34)Amendment No. 14, dated as of March 12, 2024, by and among BlackRock, Inc., BlackRock Finance, Inc., certain subsidiaries of BlackRock, Inc., Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein**
10.26(35)Amendment No. 15, dated as of May 31, 2024, by and among BlackRock, Inc., BlackRock Finance, Inc., certain subsidiaries of BlackRock, Inc., Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.27(36)Amendment No. 16, dated as of April 4, 2025, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein
10.28(37)Form of Commercial Paper Dealer Agreement among BlackRock, Inc., as issuer, BlackRock Finance, Inc., as guarantor, and the applicable Dealer party thereto
10.29(38)Lease Agreement, dated as of February 17, 2010, among BlackRock Investment Management (UK) Limited and Mourant & Co Trustees Limited and Mourant Property Trustees Limited as Trustees of the Drapers Gardens Unit Trust for the lease of Drapers Gardens, 12 Throgmorton Avenue, London, EC2, United Kingdom
10.30(39)Lease, by and between BlackRock Finance, Inc. and 50 HYMC Holdings LLC*
10.31(40)BlackRock, Inc. Leadership Retention Carry Plan+
10.32(41)Form of Percentage Points Award Agreement pursuant to the BlackRock, Inc. Leadership Retention Carry Plan+
10.33(42)Form of Performance-Based Stock Option Agreement under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan+
10.34(1)Adebayo O. Ogunlesi Offer Letter+
10.35(1)Form of Carry Points Award Letter for Adebayo O. Ogunlesi+**
10.36(43)Form of Carry Incentive Award Letter for Laurence D. Fink+**
10.37(44)Executive Carry Program: Form of Award Letter+**
19.1Global Insider Trading Policy
Exhibit No.Description
21.1Subsidiaries of Registrant
22.1Subsidiary Guarantor and Issuer of Guaranteed Securities
23.1Deloitte & Touche LLP Consent
31.1Section 302 Certification of Chief Executive Officer
31.2Section 302 Certification of Chief Financial Officer
32.1Section 906 Certification of Chief Executive Officer and Chief Financial Officer
97.1(45)Policy Relating to Recovery of Erroneously Awarded Compensation
99.1Section 13(r) Disclosure
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema with Embedded Linkbases Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)

Incorporated by reference to BlackRock, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024.

(2)

Incorporated by reference to BlackRock, Inc.’s Current Report on Form 8-K12B filed on October 1, 2024.

(3)

Incorporated by reference to BlackRock Finance, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.

(4)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on March 28, 2017.

(5)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 29, 2019.

(6)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on January 27, 2020.

(7)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on May 6, 2020.

(8)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on December 10, 2021.

(9)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on May 25, 2023.

(10)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on March 14, 2024.

(11)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on July 26, 2024.

(12)

Incorporated by reference to BlackRock, Inc.'s Current Report on Form 8-K filed on April 3, 2025.

(13)

Incorporated by reference to BlackRock Finance, Inc.'s Definitive Proxy Statement on Schedule 14A filed on April 4, 2024.

(14)

Incorporated by reference to BlackRock Holdco 2, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002.

(15)

Incorporated by reference to BlackRock Holdco 2, Inc.’s Current Report on Form 8-K filed on May 24, 2006.

(16)

Incorporated by reference to BlackRock Finance, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

(17)

Incorporated by reference to BlackRock Finance, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.

(18)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on October 5, 2006.

(19)

Incorporated by reference to BlackRock Finance, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.

(20)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K/A filed on August 24, 2012.

(21)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 4, 2012.

(22)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 3, 2013.

(23)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on March 28, 2014.

(24)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 3, 2015.

(25)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 14, 2016.

(26)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 11, 2017.

(27)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 6, 2018.

(28)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on March 29, 2019.

(29)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 1, 2020.

(30)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 6, 2021.

(31)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on December 13, 2021.

(32)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 1, 2022.

(33)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on April 3, 2023.

(34)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on March 15, 2024.

(35)

Incorporated by reference to BlackRock Finance, Inc.’s Current Report on Form 8-K filed on May 31, 2024.

(36)

Incorporated by reference to BlackRock, Inc.'s Current Report on Form 8-K on April 7, 2025.

(37)

Incorporated by reference to BlackRock, Inc.’s Current Report on Form 8-K filed on November 8, 2024.

(38)

Incorporated by reference to BlackRock Finance, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.

(39)

Incorporated by reference to BlackRock Finance, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

(40)

Incorporated by reference to BlackRock Finance, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

(41)

Incorporated by reference to BlackRock Finance, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

(42)

Incorporated by reference to BlackRock Finance, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

(43)

Incorporated by reference to BlackRock, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

(44)

Incorporated by reference to BlackRock, Inc.’s Current Report on Form 8-K filed on January 16, 2026.

(45)

Incorporated by reference to BlackRock Finance, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

+ Denotes compensatory plans or arrangements.

  • Portions of this exhibit have been omitted pursuant to a confidential treatment order from the SEC.

** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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