filings.toolsItem 16. Form 10-K Summary
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Item 16. Form 10-K Summary
Not applicable.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLACKROCK, INC.
| By: | /s/ Laurence D. Fink |
| Laurence D. Fink | |
| Chairman, Chief Executive Officer and Director |
February 25, 2026
Each of the officers and directors of BlackRock, Inc. whose signature appears below, in so signing, also makes, constitutes and appoints Laurence D. Fink, Martin S. Small, Christopher J. Meade, Laura Hildner and R. Andrew Dickson III, his or her true and lawful attorneys-in-fact, with full power and substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments to the Annual Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorney-in-fact or his or her substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Laurence D. Fink | Chairman, Chief Executive Officer and Director | February 25, 2026 |
| Laurence D. Fink | (Principal Executive Officer) | |
| /s/ Martin S. Small | Senior Managing Director and Chief Financial Officer | February 25, 2026 |
| Martin S. Small | (Principal Financial Officer) | |
| /s/ Marc D. Comerchero | Managing Director and Chief Accounting Officer | February 25, 2026 |
| Marc D. Comerchero | (Principal Accounting Officer) | |
| /s/ Pamela Daley | Director | February 25, 2026 |
| Pamela Daley | ||
| /s/ Gregory J. Fleming | Director | February 25, 2026 |
| Gregory J. Fleming | ||
| /s/ William E. Ford | Director | February 25, 2026 |
| William E. Ford | ||
| /s/ Fabrizio Freda | Director | February 25, 2026 |
| Fabrizio Freda | ||
| /s/ Murry S. Gerber | Director | February 25, 2026 |
| Murry S. Gerber | ||
| /s/ Margaret L. Johnson | Director | February 25, 2026 |
| Margaret L. Johnson | ||
| /s/ Robert S. Kapito | Director | February 25, 2026 |
| Robert S. Kapito | ||
| /s/ Cheryl D. Mills | Director | February 25, 2026 |
| Cheryl D. Mills | ||
| /s/ Kathleen Murphy | Director | February 25, 2026 |
| Kathleen Murphy | ||
| /s/ Amin. H. Nasser | Director | February 25, 2026 |
| Amin H. Nasser | ||
| /s/ Gordon M. Nixon | Director | February 25, 2026 |
| Gordon M. Nixon | ||
| /s/ Adebayo Ogunlesi | Director | February 25, 2026 |
| Adebayo Ogunlesi | ||
| /s/ Kristin Peck | Director | February 25, 2026 |
| Kristin Peck | ||
| /s/ Charles H. Robbins | Director | February 25, 2026 |
| Charles H. Robbins | ||
| /s/ Hans E. Vestberg | Director | February 25, 2026 |
| Hans E. Vestberg | ||
| /s/ Susan L. Wagner | Director | February 25, 2026 |
| Susan L. Wagner | ||
| /s/ Mark Wilson | Director | February 25, 2026 |
| Mark Wilson | ||
| /s/ Gregg R. Lemkau | Director | February 25, 2026 |
| Gregg R. Lemkau |
Index to Financial Statements
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of BlackRock, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of BlackRock, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Acquisition of HPS Investment Partners (“HPS”) – Fair Value of intangible assets related to management contracts and contingent consideration — Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
On July 1, 2025, the Company completed the acquisition of HPS for consideration at close of approximately 8.5 million Class B-2 common units (“Subco Units”) of BlackRock Saturn Subco, LLC (“Subco”). In addition, as part of the purchase consideration, a contingent consideration payment, all in Subco units, may be due subject to achieving certain performance targets. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the Company allocated the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the date of the transaction close. The Company recorded approximately $5.7 billion of intangible assets related to management contracts as of the acquisition date (the “acquired management contracts”), of which $2.7 billion are finite-lived intangible assets and $3.0 billion are indefinite-lived intangible assets. Additionally, the Company recorded an estimated contingent consideration liability of approximately $3.4 billion.
Acquired management contracts are valued using discounted cash flow methods based on future cash flows specific to the type of intangible asset acquired. The determination of fair value requires management to make estimates and assumptions related to forecasted revenue and cash flows and the determination of the discount rates and a long-term growth rate for the acquired management contracts.
The fair value of the contingent consideration was determined using an income approach where management develops projections during the contingent consideration period utilizing various potential pay-out scenarios. The determination of fair value requires management to make estimates and assumptions related to projected fee related earnings (“FRE”), discount rate and common stock volatility.
Given the fair value determination of acquired management contracts and contingent consideration requires management to make significant estimates and assumptions, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation of acquired management contracts and contingent consideration included the following, among others:
We tested the design and operating effectiveness of controls over the Company’s valuation of acquired management contracts and contingent consideration, including management’s controls over forecasts of future revenue and cash flows, projected FRE, and determination of discount rates and a long-term growth rate.
We evaluated the reasonableness of management’s forecasted revenue and cash flows and projected FRE, by comparing management’s projections to historical results, contractual revenue agreements in place, and relevant industry reports and evaluated whether the forecasted revenue and cash flows and projected FRE were consistent with evidence obtained in other areas of the audit.
F-2
With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s valuation methodologies and valuation assumptions used in the fair value analysis by:
o
Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the valuation.
o
For acquired management contracts, evaluating the reasonableness of the methodology used, and developing a range of independent estimates and comparing those to the discount rates and a long-term growth rate selected by management.
o
For contingent consideration, evaluating the reasonableness of the methodology used, the acceptability of the valuation assumptions used, as well as evaluating the probability of contingent future events.
Impairment of indefinite-lived intangible assets related to certain management contracts — Refer to Notes 2 and 12 to the financial statements
Critical Audit Matter Description
The Company’s indefinite-lived intangible assets are comprised of management contracts, trade names/trademarks and licenses acquired in business acquisitions. The Company performs its impairment assessment of its indefinite-lived intangible assets at least annually, as of July 31st. In 2025, the annual assessment excluded indefinite-lived intangible assets related to HPS as the acquisition was finalized July 1, 2025; therefore, the fair value calculation was done in close proximity to the annual impairment assessment date. Refer to Acquisition of HPS – fair value of intangible assets related to management contracts and contingent consideration critical audit matter for discussion of the acquisition of HPS. In evaluating whether it is more likely than not that the fair value of indefinite-lived intangibles is less than carrying value, the Company performs certain quantitative assessments and assesses various significant qualitative factors. If an indefinite-lived intangible asset is determined to be more likely than not impaired, the fair value of the asset is then compared with its carrying value. Any excess of the carrying value over the fair value would be recognized as an expense in the period in which the impairment occurs. The determination of fair value requires management to make estimates and assumptions related to revenue basis points, projected AUM growth rates, operating margins, tax rates, and discount rates.
Given the significant judgments made by management to estimate the fair value of indefinite-lived intangible assets related to certain management contracts, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to projected AUM growth rates, revenue basis points, operating margins, tax rates, and discount rates, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of fair value of indefinite-lived intangible assets related to certain management contracts included the following, among others:
We tested the design and operating effectiveness of controls over the Company’s indefinite-lived intangible asset impairment analysis, including those related to management’s assessment of the factors that impact the fair value of the Company’s indefinite-lived intangible assets. These factors include revenue basis points, projected AUM growth rates, operating margins, tax rates, and the determination of the discount rates.
We evaluated the reasonableness of management’s assumptions related to revenue basis points, projected AUM growth rates, operating margins, tax rates and discount rates by comparing management’s projections to historical amounts, internal communications to management and the Board of Directors, and forecasted information included in analyst and industry reports for the Company and certain of its peer companies.
We evaluated management’s ability to accurately project revenue basis points, AUM growth rates, operating margins and tax rates, by comparing actual results to management’s historical forecasts.
With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s valuation methodology and assumptions, including the determination of the discount rates by: (1) testing the source information underlying the determination of the discount rate and the mathematical accuracy of the evaluation and (2) developing a range of independent estimates and comparing those to the discount rate selected by management.
We evaluated the impact of changes in management’s forecasts from July 31, 2025, the annual impairment assessment date, to December 31, 2025.
/s/ Deloitte & Touche LLP
New York, New York
February 25, 2026
We have served as the Company's auditor since 2002.
F-3
BlackRock, Inc.
Consolidated Statements of Financial Condition
| (in millions, except shares and per share data) | December 31, 2025 | December 31, 2024 | ||||||
| Assets | ||||||||
| Cash and cash equivalents(1) | $ | 11,468 | $ | 12,762 | ||||
| Accounts receivable | 5,158 | 4,304 | ||||||
| Investments(1) | 13,271 | 9,769 | ||||||
| Separate account assets | 60,098 | 52,811 | ||||||
| Separate account collateral held under securities lending agreements | 7,922 | 6,059 | ||||||
| Property and equipment (net of accumulated depreciation and amortization of $1,692 and $1,553 at December 31, 2025 and 2024, respectively) | 1,256 | 1,103 | ||||||
| Intangible assets (net of accumulated amortization of $1,482 and $782 at December 31, 2025 and 2024, respectively) | 27,968 | 20,743 | ||||||
| Goodwill | 35,283 | 25,949 | ||||||
| Operating lease right-of-use assets | 1,874 | 1,519 | ||||||
| Other assets(1) | 5,700 | 3,596 | ||||||
| Total assets | $ | 169,998 | $ | 138,615 | ||||
| Liabilities | ||||||||
| Accrued compensation and benefits | $ | 3,830 | $ | 2,964 | ||||
| Accounts payable and accrued liabilities | 1,740 | 1,536 | ||||||
| Borrowings | 12,768 | 12,314 | ||||||
| Separate account liabilities | 60,098 | 52,811 | ||||||
| Separate account collateral liabilities under securities lending agreements | 7,922 | 6,059 | ||||||
| Contingent consideration liabilities | 8,429 | 4,302 | ||||||
| Deferred income tax liabilities | 4,618 | 3,334 | ||||||
| Operating lease liabilities | 2,228 | 1,908 | ||||||
| Other liabilities(1) | 6,823 | 4,032 | ||||||
| Total liabilities | 108,456 | 89,260 | ||||||
| Commitments and contingencies (Note 16) | ||||||||
| Temporary equity | ||||||||
| Redeemable noncontrolling interests ("NCI") - consolidated sponsored investment products ("CIPs") | 2,636 | 1,691 | ||||||
| Redeemable NCI - Subco | 2,791 | — | ||||||
| Permanent equity | ||||||||
| BlackRock, Inc. stockholders’ equity | ||||||||
| Common stock, $0.01 par value; | 2 | 2 | ||||||
| Shares authorized: 500,000,000 at December 31, 2025 and 2024; Shares issued: 156,276,289 and 155,318,170 at December 31, 2025 and 2024, respectively; Shares outstanding: 155,069,171 and 154,947,813 at December 31, 2025 and 2024, respectively | ||||||||
| Additional paid-in capital | 19,748 | 13,446 | ||||||
| Retained earnings | 37,899 | 35,611 | ||||||
| Accumulated other comprehensive loss | **(**545 | ) | (1,178 | ) | ||||
| Treasury stock, common, at cost (1,207,118 and 370,357 shares held at December 31, 2025 and 2024, respectively) | **(**1,216 | ) | (386 | ) | ||||
| Total BlackRock, Inc. stockholders’ equity | 55,888 | 47,495 | ||||||
| Nonredeemable NCI - CIPs | 227 | 169 | ||||||
| Total permanent equity | 56,115 | 47,664 | ||||||
| Total liabilities, temporary equity and permanent equity | $ | 169,998 | $ | 138,615 |
(1)
At December 31, 2025, cash and cash equivalents, investments, other assets and other liabilities include $428 million, $8.5 billion, $76 million and $4.1 billion, respectively, related to consolidated variable interest entities (“VIEs”). At December 31, 2024, cash and cash equivalents, investments, other assets and other liabilities include $125 million, $5.1 billion, $45 million and $2.1 billion, respectively, related to consolidated VIEs.
See accompanying notes to consolidated financial statements.
F-4
BlackRock, Inc.
Consolidated Statements of Income
| (in millions, except per share data) | 2025 | 2024 | 2023 | |||||||||
| Revenue | ||||||||||||
| Investment advisory, administration fees and securities lending revenue: | ||||||||||||
| Investment advisory and administration fees | $ | 18,474 | $ | 15,485 | $ | 13,724 | ||||||
| Securities lending revenue | 705 | 615 | 675 | |||||||||
| Total investment advisory, administration fees and securities lending revenue | 19,179 | 16,100 | 14,399 | |||||||||
| Investment advisory performance fees | 1,424 | 1,207 | 554 | |||||||||
| Technology services and subscription revenue | 1,981 | 1,603 | 1,485 | |||||||||
| Distribution fees | 1,355 | 1,273 | 1,262 | |||||||||
| Advisory and other revenue | 277 | 224 | 159 | |||||||||
| Total revenue | 24,216 | 20,407 | 17,859 | |||||||||
| Expense | ||||||||||||
| Employee compensation and benefits | 8,446 | 6,546 | 5,779 | |||||||||
| Sales, asset and account expense: | ||||||||||||
| Distribution and servicing costs | 2,460 | 2,171 | 2,051 | |||||||||
| Direct fund expense | 1,767 | 1,464 | 1,331 | |||||||||
| Sub-advisory and other | 233 | 140 | 116 | |||||||||
| Total sales, asset and account expense | 4,460 | 3,775 | 3,498 | |||||||||
| General and administration expense | 2,731 | 2,257 | 2,092 | |||||||||
| Change in fair value of contingent consideration | 720 | (36 | ) | 3 | ||||||||
| Restructuring charge | 39 | — | 61 | |||||||||
| Amortization and impairment of intangible assets | 775 | 291 | 151 | |||||||||
| Total expense | 17,171 | 12,833 | 11,584 | |||||||||
| Operating income | 7,045 | 7,574 | 6,275 | |||||||||
| Nonoperating income (expense) | ||||||||||||
| Net gain (loss) on investments | 634 | 492 | 699 | |||||||||
| Interest and dividend income | 554 | 767 | 473 | |||||||||
| Interest expense | **(**614 | ) | (538 | ) | (292 | ) | ||||||
| Total nonoperating income (expense) | 574 | 721 | 880 | |||||||||
| Income before income taxes | 7,619 | 8,295 | 7,155 | |||||||||
| Income tax expense | 1,677 | 1,783 | 1,479 | |||||||||
| Net income | 5,942 | 6,512 | 5,676 | |||||||||
| Less: | ||||||||||||
| Net income (loss) attributable to NCI - CIPs | 262 | 143 | 174 | |||||||||
| Net income (loss) attributable to NCI - Subco | 127 | — | — | |||||||||
| Net income attributable to BlackRock, Inc. | $ | 5,553 | $ | 6,369 | $ | 5,502 | ||||||
| Earnings per share attributable to BlackRock, Inc. common stockholders: | ||||||||||||
| Basic | $ | 35.83 | $ | 42.45 | $ | 36.85 | ||||||
| Diluted | $ | 35.31 | $ | 42.01 | $ | 36.51 | ||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 155.0 | 150.0 | 149.3 | |||||||||
| Diluted (including Subco Units) | 160.9 | 151.6 | 150.7 |
See accompanying notes to consolidated financial statements.
F-5
BlackRock, Inc.
Consolidated Statements of Comprehensive Income
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Net income | $ | 5,942 | $ | 6,512 | $ | 5,676 | ||||||
| Other comprehensive income (loss): | ||||||||||||
| Foreign currency translation adjustments(1) | 606 | (338 | ) | 261 | ||||||||
| Comprehensive income (loss) | 6,548 | 6,174 | 5,937 | |||||||||
| Less: | ||||||||||||
| Comprehensive income (loss) attributable to NCI - CIPs | 262 | 143 | 174 | |||||||||
| Comprehensive income (loss) attributable to NCI - Subco | 127 | — | — | |||||||||
| Comprehensive income attributable to BlackRock, Inc. | $ | 6,159 | $ | 6,031 | $ | 5,763 |
(1)
Amount for 2025 includes a loss from a net investment hedge of $96 million (net of tax benefit of $30 million). Amount for 2024 includes a gain from a net investment hedge of $37 million (net of tax expense of $12 million). Amount for 2023 includes a loss from a net investment hedge of $20 million (net of tax benefit of $6 million).
See accompanying notes to consolidated financial statements.
F-6
BlackRock, Inc.
Consolidated Statements of Changes in Equity
| (in millions, except per share data) | Additional Paid-in Capital**(1)** | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock Common | Total BlackRock Stockholders’ Equity | Nonredeemable Noncontrolling Interests - CIPs | Total Permanent Equity | Redeemable Noncontrolling Interests / Temporary Equity - CIPs | Redeemable Noncontrolling Interests / Temporary Equity - Subco | |||||||||||||||||||||||||||
| December 31, 2022 | $ | 19,774 | $ | 29,876 | $ | (1,101 | ) | $ | (10,805 | ) | $ | 37,744 | $ | 132 | $ | 37,876 | $ | 909 | $ | — | ||||||||||||||||
| Net income | — | 5,502 | — | — | 5,502 | 16 | 5,518 | 158 | — | |||||||||||||||||||||||||||
| Dividends declared ($20.00 per share) | — | (3,035 | ) | — | — | (3,035 | ) | — | (3,035 | ) | — | — | ||||||||||||||||||||||||
| Stock-based compensation | 630 | — | — | — | 630 | — | 630 | — | — | |||||||||||||||||||||||||||
| Issuance of common shares related to employee stock transactions | (569 | ) | — | — | 698 | 129 | — | 129 | — | — | ||||||||||||||||||||||||||
| Employee tax withholdings related to employee stock transactions | — | — | — | (375 | ) | (375 | ) | — | (375 | ) | — | — | ||||||||||||||||||||||||
| Shares repurchased | — | — | — | (1,509 | ) | (1,509 | ) | — | (1,509 | ) | — | — | ||||||||||||||||||||||||
| Subscriptions (redemptions/distributions) — noncontrolling interest holders | — | — | — | — | — | (16 | ) | (16 | ) | 1,643 | — | |||||||||||||||||||||||||
| Net consolidations (deconsolidations) of sponsored investment funds | — | — | — | — | — | 21 | 21 | (970 | ) | — | ||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | 261 | — | 261 | — | 261 | — | — | |||||||||||||||||||||||||||
| December 31, 2023 | $ | 19,835 | $ | 32,343 | $ | (840 | ) | $ | (11,991 | ) | $ | 39,347 | $ | 153 | $ | 39,500 | $ | 1,740 | $ | — | ||||||||||||||||
| Net income | — | 6,369 | — | — | 6,369 | — | 6,369 | 143 | — | |||||||||||||||||||||||||||
| Dividends declared ($20.40 per share) | — | (3,101 | ) | — | — | (3,101 | ) | — | (3,101 | ) | — | — | ||||||||||||||||||||||||
| Stock-based compensation | 753 | — | — | — | 753 | — | 753 | — | — | |||||||||||||||||||||||||||
| Issuance of common shares related to employee stock transactions | (215 | ) | — | — | 706 | 491 | — | 491 | — | — | ||||||||||||||||||||||||||
| Issuance of common shares in connection with the GIP Transaction | 5,904 | — | — | — | 5,904 | — | 5,904 | — | — | |||||||||||||||||||||||||||
| Cancellation of treasury stock, common in connection with the GIP Transaction | (12,829 | ) | — | — | 12,829 | — | — | — | — | — | ||||||||||||||||||||||||||
| Employee tax withholdings related to employee stock transactions | — | — | — | (305 | ) | (305 | ) | — | (305 | ) | — | — | ||||||||||||||||||||||||
| Shares repurchased | — | — | — | (1,625 | ) | (1,625 | ) | — | (1,625 | ) | — | — | ||||||||||||||||||||||||
| Subscriptions (redemptions/distributions) — noncontrolling interest holders | — | — | — | — | — | 16 | 16 | 2,389 | — | |||||||||||||||||||||||||||
| Net consolidations (deconsolidations) of sponsored investment funds | — | — | — | — | — | — | — | (2,581 | ) | — | ||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | (338 | ) | — | (338 | ) | — | (338 | ) | — | — | ||||||||||||||||||||||||
| December 31, 2024 | $ | 13,448 | $ | 35,611 | $ | (1,178 | ) | $ | (386 | ) | $ | 47,495 | $ | 169 | $ | 47,664 | $ | 1,691 | $ | — | ||||||||||||||||
| Net income | — | 5,553 | — | — | 5,553 | (2 | ) | 5,551 | 264 | 127 | ||||||||||||||||||||||||||
| Dividends/distributions declared ($20.84 per share) | — | (3,265 | ) | — | — | (3,265 | ) | — | (3,265 | ) | — | (82 | ) | |||||||||||||||||||||||
| Stock-based compensation | 1,307 | — | — | — | 1,307 | — | 1,307 | — | — | |||||||||||||||||||||||||||
| Issuance of common shares related to employee stock transactions | (151 | ) | — | — | 346 | 195 | — | 195 | — | — | ||||||||||||||||||||||||||
| Employee tax withholdings related to employee stock transactions | — | — | — | (326 | ) | (326 | ) | — | (326 | ) | — | — | ||||||||||||||||||||||||
| Issuance of Subco Units/common shares in connection with acquisitions | 5,713 | — | — | — | 5,713 | — | 5,713 | — | 2,981 | |||||||||||||||||||||||||||
| Shares/Subco Units repurchased | (524 | ) | — | — | (850 | ) | (1,374 | ) | — | (1,374 | ) | — | (251 | ) | ||||||||||||||||||||||
| Subscriptions (redemptions/distributions) — noncontrolling interest holders | — | — | — | — | — | 16 | 16 | 3,811 | — | |||||||||||||||||||||||||||
| Net consolidations (deconsolidations) of sponsored investment funds | — | — | — | — | — | 44 | 44 | (3,130 | ) | — | ||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | 606 | — | 606 | — | 606 | — | — | |||||||||||||||||||||||||||
| Change in BlackRock, Inc.'s ownership interest | (43 | ) | — | 27 | — | (16 | ) | — | (16 | ) | — | 16 | ||||||||||||||||||||||||
| December 31, 2025 | $ | 19,750 | $ | 37,899 | $ | **(**545 | ) | $ | **(**1,216 | ) | $ | 55,888 | $ | 227 | $ | 56,115 | $ | 2,636 | $ | 2,791 |
(1)
Amounts include $2 million of common stock at December 31, 2025, 2024, 2023 and 2022.
See accompanying notes to consolidated financial statements.
F-7
BlackRock, Inc.
Consolidated Statements of Cash Flows
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Operating activities | ||||||||||||
| Net income | $ | 5,942 | $ | 6,512 | $ | 5,676 | ||||||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | ||||||||||||
| Depreciation and amortization | 1,126 | 529 | 427 | |||||||||
| Impairment of intangible assets | — | 50 | — | |||||||||
| Noncash lease expense | 148 | 129 | 140 | |||||||||
| Stock-based compensation | 1,307 | 753 | 630 | |||||||||
| Deferred income tax expense (benefit) | **(**631 | ) | (106 | ) | 124 | |||||||
| Charitable Contribution | 109 | — | — | |||||||||
| Change in fair value of contingent consideration | 720 | (36 | ) | 3 | ||||||||
| Other investment gains | **(**289 | ) | (126 | ) | — | |||||||
| Net (gains) losses within CIPs | **(**480 | ) | (269 | ) | (380 | ) | ||||||
| Net (purchases) proceeds within CIPs | **(**4,214 | ) | (2,672 | ) | (1,780 | ) | ||||||
| (Earnings) losses from equity method investees | **(**51 | ) | (41 | ) | (378 | ) | ||||||
| Distributions of earnings from equity method investees | 429 | 57 | 49 | |||||||||
| Other adjustments | ||||||||||||
| Accounts receivable | **(**619 | ) | (443 | ) | (586 | ) | ||||||
| Investments, trading | 193 | 58 | 72 | |||||||||
| Other assets | **(**722 | ) | 317 | (326 | ) | |||||||
| Accrued compensation and benefits | 659 | 367 | 145 | |||||||||
| Accounts payable and accrued liabilities | 75 | 259 | (26 | ) | ||||||||
| Other liabilities | 225 | (382 | ) | 375 | ||||||||
| Net cash provided by/(used in) operating activities | 3,927 | 4,956 | 4,165 | |||||||||
| Investing activities | ||||||||||||
| Purchases of investments | **(**1,384 | ) | (818 | ) | (846 | ) | ||||||
| Proceeds from sales and maturities of investments | 544 | 766 | 400 | |||||||||
| Distributions of capital from equity method investees | 390 | 366 | 46 | |||||||||
| Net consolidations (deconsolidations) of sponsored investment funds | **(**97 | ) | (127 | ) | (26 | ) | ||||||
| Acquisitions, net of cash acquired | **(**3,496 | ) | (2,936 | ) | (189 | ) | ||||||
| Purchases of property and equipment | **(**375 | ) | (255 | ) | (344 | ) | ||||||
| Net cash provided by/(used in) investing activities | **(**4,418 | ) | (3,004 | ) | (959 | ) | ||||||
| Financing activities | ||||||||||||
| Repayments of long-term borrowings | **(**796 | ) | (1,000 | ) | — | |||||||
| Proceeds from long-term borrowings | 1,080 | 5,474 | 1,238 | |||||||||
| Dividends/Subco distributions paid | **(**3,347 | ) | (3,101 | ) | (3,035 | ) | ||||||
| Proceeds from stock options exercised | 167 | 464 | 95 | |||||||||
| Shares/Subco Units repurchased | **(**1,951 | ) | (1,930 | ) | (1,884 | ) | ||||||
| Net proceeds from (repayments of) borrowings by CIPs | **(**112 | ) | (58 | ) | (59 | ) | ||||||
| Net subscriptions received/(redemptions/distributions paid) from noncontrolling interest holders | 3,827 | 2,405 | 1,627 | |||||||||
| Other financing activities | 5 | (18 | ) | 26 | ||||||||
| Net cash provided by/(used in) financing activities | **(**1,127 | ) | 2,236 | (1,992 | ) | |||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 329 | (162 | ) | 106 | ||||||||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | **(**1,289 | ) | 4,026 | 1,320 | ||||||||
| Cash, cash equivalents and restricted cash, beginning of year | 12,779 | 8,753 | 7,433 | |||||||||
| Cash, cash equivalents and restricted cash, end of year | $ | 11,490 | $ | 12,779 | $ | 8,753 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for: | ||||||||||||
| Interest | $ | 482 | $ | 289 | $ | 200 | ||||||
| Income taxes (net of refunds) | $ | 2,298 | $ | 1,699 | $ | 1,392 | ||||||
| Supplemental schedule of noncash investing and financing transactions: | ||||||||||||
| Issuance of common shares related to employee stock transactions | $ | 151 | $ | 215 | $ | 569 | ||||||
| Issuance of Subco Units/common shares in connection with acquisitions | $ | 8,694 | $ | 5,904 | $ | — | ||||||
| Cancellation of treasury stock, common in connection with the GIP Transaction | $ | — | $ | (12,829 | ) | $ | — | |||||
| Increase/(decrease) in noncontrolling interests due to net consolidation (deconsolidation) of sponsored investment funds | $ | **(**3,086 | ) | $ | (2,581 | ) | $ | (949 | ) | |||
| Established contingent consideration liabilities in connection with acquisitions | $ | 3,413 | $ | 4,246 | $ | — |
See accompanying notes to consolidated financial statements.
F-8
BlackRock, Inc.
Notes to the Consolidated Financial Statements
1**. Business Overview**
BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “BlackRock” or the “Company”) is a leading publicly traded investment management firm providing a broad range of investment management and technology services to institutional and retail clients worldwide. On July 1, 2025, BlackRock completed the acquisition of 100% of the business and assets of HPS Investment Partners (the "HPS Transaction" or "HPS"), a leading global credit investment manager, with substantially all consideration paid in Class B-2 common units ("Subco Units") of BlackRock Saturn Subco, LLC ("Subco"), a consolidated subsidiary of the Company. Concurrent with the acquisition, BlackRock Finance, Inc., Global Infrastructure Management, LLC ("GIP"), HPS, and their respective subsidiaries became wholly owned subsidiaries of Subco. See Note 3, Acquisitions, for information on the HPS Transaction.
BlackRock’s diverse platform of alpha-seeking active, private markets, index and cash management investment strategies across asset classes enables the Company to offer choice and tailor investment and asset allocation solutions for clients. Product offerings include single- and multi-asset portfolios investing in equities, fixed income, private markets, liquid alternatives, digital assets, currencies and commodities, and money market instruments. Products are offered directly and through intermediaries in a variety of vehicles, including open-end and closed-end mutual funds, iShares® exchange-traded funds (“ETFs”), separate accounts, collective trust funds and other pooled investment vehicles. BlackRock also offers technology and subscription services, including the investment and risk management technology platform, Aladdin®, Aladdin WealthTM, eFront®, Preqin and Cachematrix®, as well as advisory services and solutions to a broad base of institutional and wealth management clients.
2. Significant Accounting Policies
Basis of Presentation
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its controlled subsidiaries. NCI on the consolidated statements of financial condition represent the portion of CIPs and a consolidated affiliate. In addition, as of July 1, 2025, and subsequent to the HPS Transaction, NCI also represent Subco Units that are held by former equityholders of HPS. Intercompany balances and transactions have been eliminated upon consolidation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates.
Certain prior period presentations were reclassified to ensure comparability with current period classifications.
Accounting Pronouncements Adopted in 2025
Income Tax Disclosure Requirements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances annual income tax disclosures. The two primary enhancements disaggregate existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. The Company adopted disclosure requirements of ASU 2023-09 prospectively during the year ended December 31, 2025. See Note 25, Income Taxes, for further information.
Recent Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires entities to disaggregate in a tabular presentation disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and are required to be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company does not expect the additional disclosure requirements under ASU 2024-03 to have a material impact on the consolidated financial statements.
Accounting for Internal-Use Software Costs. In September 2025, the FASB issued ASU 2025-06, Target Improvements to Accounting for Internal-Use Software (“ASU 2025-06”), to better align the guidance (1) for development of software to be sold via SaaS and software to be sold via license by introducing new capitalization considerations and (2) with agile software development by eliminating the existing software project staging guidance. ASU 2025-06 is effective for annual and interim periods in fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of ASU 2025-06 on its consolidated financial statements.
Cash and Cash Equivalents. Cash and cash equivalents primarily consists of cash, money market funds and short-term, highly liquid investments with original maturities of three months or less. Cash and cash equivalent balances that are legally restricted from use by the Company are recorded in other assets on the consolidated statements of financial condition. Cash balances maintained by consolidated VIEs and voting rights entities (“VREs”) are not considered legally restricted and are included in cash and cash equivalents on the consolidated statements of financial condition.
Investments
Investments in Debt Securities. The Company classifies debt investments as held-to-maturity or trading based on the Company’s intent and ability to hold the debt security to maturity or its intent to sell the security.
Held-to-maturity securities are purchased with the positive intent and ability to be held to maturity and are recorded at amortized cost on the consolidated statements of financial condition.
F-9
Trading securities are those investments that are purchased principally for the purpose of selling them in the near term. Trading securities are carried at fair value on the consolidated statements of financial condition with changes in the fair value recorded through net income (“FVTNI”) within nonoperating income (expense). Trading securities include certain investments in collateralized loan obligations (“CLOs”) for which the fair value option is elected in order to reduce operational complexity of bifurcating embedded derivatives.
Investments in Equity Securities. Equity securities are generally carried at fair value on the consolidated statements of financial condition with changes in the FVTNI within nonoperating income (expense). For nonmarketable equity securities, the Company generally elects to apply the practicality exception to fair value measurement, under which such securities will be measured at cost, less impairment, plus or minus observable price changes for identical or similar securities of the same issuer with such changes recorded through net income within nonoperating income (expense). Dividends received are recorded as dividend income within nonoperating income (expense).
Equity Method. The Company applies the equity method of accounting for equity investments where the Company does not consolidate the investee, but can exert significant influence over the financial and operating policies of the investee. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees is based on the facts and circumstances surrounding each individual investment and is generally considered to exist when the Company's ownership interest in the investee is between 20% and 50%, or lower for co-investments in certain sponsored investment funds generally structured as partnerships or similar vehicles. Factors considered in these evaluations may include the type of investment, the legal structure of the investee, the terms of BlackRock's contractual agreements, including investor voting or other rights, any influence BlackRock may have on the governing board of the investee, the legal rights of other investors in the entity pursuant to the entity’s operating documents and the relationship between BlackRock and other investors in the entity. The Company’s share of the investee’s underlying net income or loss is recorded as net gain (loss) on investments within nonoperating income (expense) and as other revenue for certain strategic investments since such investees are considered to be an extension of the Company’s core business. The Company’s share of net income of the investee is recorded based upon the most current information available at the time, which may precede the date of the consolidated statement of financial condition. Distributions received reduce the Company’s carrying value of the investment and the cost basis if deemed to be a return of capital. The Company classifies distributions in the consolidated statements of cash flows as either distributions of earnings (operating) or distributions of capital (investing) based on the nature of the distribution.
Impairments of Investments. Management periodically assesses equity method, nonmarketable investments, and held-to-maturity investments for impairment. If impairment exists, an impairment charge would be recorded for the excess of the carrying amount of the investment over its estimated fair value in the consolidated statements of income.
For equity method investments and nonmarketable investments, impairment evaluation considers qualitative factors, including the financial conditions and specific events related to an investee, that may indicate the fair value of the investment is less than its carrying value. For held-to-maturity investments, impairment is evaluated using market values, where available, or the expected future cash flows of the investment.
For the Company’s investments in CLOs, the Company reviews cash flow estimates over the life of each CLO investment. On a quarterly basis, if the present value of the estimated future cash flows is lower than the carrying value of the investment and there is an adverse change in estimated cash flows, an impairment is considered to be other-than-temporary.
Consolidation. The Company performs an analysis for investment products to determine if the product is a VIE or a VRE. Factors considered in this analysis include the entity’s legal organization, the entity’s capital structure, the rights of equity investment holders and the Company’s contractual involvement with, and economic interest in, the entity and any related party or de facto agent implications of the Company’s involvement with the entity. Entities that are determined to be VIEs are consolidated if the Company is the primary beneficiary (“PB”) of the entity. VREs are typically consolidated if the Company holds the majority voting interest. Upon the occurrence of certain events (such as contributions and redemptions, either by the Company, or third parties, or amendments to an entity’s governing documents), management reviews and reconsiders its previous conclusion regarding the status of an entity as a VIE or a VRE.
Consolidation of Variable Interest Entities. Certain investment products for which a controlling financial interest is achieved through arrangements that do not involve or are not directly linked to voting interests are deemed consolidated VIEs. BlackRock reviews factors, including whether or not (1) the entity has equity at risk that is sufficient to permit the entity to finance its activities without additional subordinated support from other parties and (2) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns, and the right to direct the activities of the entity that most significantly impact the entity’s economic performance, to determine if the investment product is a VIE.
The PB of a VIE is defined as the variable interest holder that has a controlling financial interest in the VIE. A controlling financial interest is defined as (1) the power to direct the activities of the VIE that most significantly impact its economic performance and (2) the obligation to absorb losses of the entity or the right to receive benefits from the entity that potentially could be significant to the VIE. The Company generally consolidates VIEs in which it holds an economic interest of 10% or greater and deconsolidates such VIEs once economic interest falls below 10%. Management continually reconsiders whether the Company is deemed to be a VIE’s PB.
Consolidation of Voting Rights Entities. BlackRock is required to consolidate an investee to the extent that BlackRock can exert absolute control over the financial and operating policies of the investee, which generally exists if there is a greater than 50% voting equity interest.
Retention of Specialized Investment Company Accounting Principles. Upon consolidation of sponsored investment products, the Company retains the specialized investment company accounting principles of the underlying funds. All of the underlying investments held by such CIPs are carried at fair value with corresponding changes in the investments’ fair values reflected in net income within nonoperating income (expense). When the Company no longer controls these funds due to reduced ownership percentage or other reasons, the funds are deconsolidated and accounted for as an equity method investment or equity securities FVTNI.
Separate Account Assets and Liabilities**.** Separate account assets are maintained by BlackRock Life Limited, a wholly owned subsidiary of the Company, which is a registered life insurance company in the United Kingdom ("UK"), and represent segregated assets held for purposes of funding individual and group pension contracts. The life insurance company does not underwrite any insurance contracts that involve any insurance risk transfer from the insured to the life insurance company. The separate account assets primarily include equity securities, debt securities, money market funds and derivatives. The separate account assets are not subject to general claims of the creditors of BlackRock. These separate account assets and the related equal and offsetting liabilities are recorded as separate account assets and separate account liabilities on the consolidated statements of financial condition.
F-10
The net investment income attributable to separate account assets supporting individual and group pension contracts accrues directly to the contract owner and is not reported on the consolidated statements of income. While BlackRock has no economic interest in these separate account assets and liabilities, BlackRock earns policy administration and management fees associated with these products, which are included in investment advisory, administration fees and securities lending revenue on the consolidated statements of income.
Separate Account Collateral Assets Held and Liabilities Under Securities Lending Agreements. The Company facilitates securities lending arrangements whereby securities held by separate accounts maintained by BlackRock Life Limited are lent to third parties under global master securities lending agreements. In exchange, the Company obtains either (1) the legal title or (2) a first ranking priority security interest, in the collateral. The minimum collateral values generally range from approximately 102% to 112% of the value of the securities lent in order to reduce counterparty risk. The required collateral value is calculated on a daily basis. The global master securities lending agreements provide the Company the right to request additional collateral or, in the event of borrower default, the right to liquidate collateral. The securities lending transactions entered into by the Company are accompanied by an agreement that entitles the Company to request the borrower to return the securities at any time; therefore, these transactions are not reported as sales.
In situations where the Company obtains the legal title to collateral under these securities lending arrangements, the Company records an asset on the consolidated statements of financial condition in addition to an equal collateral liability for the obligation to return the collateral. Additionally, in situations where the Company obtains a first ranking priority security interest in the collateral, the Company does not have the ability to pledge or resell the collateral and therefore does not record the collateral on the consolidated statements of financial condition. At December 31, 2025 and 2024, the fair value of loaned securities held by separate accounts was approximately $13.3 billion and $9.9 billion, respectively, and the fair value of the collateral under these securities lending agreements was approximately $14.4 billion and $10.6 billion, respectively, of which approximately $7.9 billion as of 2025 and $6.1 billion as of 2024 was recognized on the consolidated statements of financial condition. During 2025 and 2024, the Company had not resold or repledged any of the collateral received under these arrangements. The securities lending revenue earned from lending securities held by the separate accounts is included in investment advisory, administration fees and securities lending revenue on the consolidated statements of income.
Property and Equipment. Property and equipment are recorded at cost less accumulated depreciation. Depreciation is generally determined by cost less any estimated residual value using the straight-line method over the estimated useful lives of the various classes of property and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life or the remaining lease term.
The Company capitalizes certain costs incurred in connection with developing or obtaining software within property and equipment. Capitalized software costs are amortized, beginning when the software product is ready for its intended use, over the estimated useful life of the software of approximately three years.
Goodwill and Intangible Assets. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. The Company has determined that it has one reporting unit for goodwill impairment testing purposes, the consolidated BlackRock single operating segment, which is consistent with internal management reporting and management's oversight of operations. The Company performs an impairment assessment of its goodwill at least annually, as of July 31. In its assessment of goodwill for impairment, the Company considers such factors as the book value and market capitalization of the Company as well as other qualitative factors. See Note 11, Goodwill, for further information on the Company's goodwill.
Intangible assets are comprised of indefinite-lived intangible assets and finite-lived intangible assets acquired in a business acquisition. The value of contracts to manage assets in proprietary open-end funds and collective trust funds and certain other commingled products without a specified termination date is generally classified as indefinite-lived intangible assets. In addition, trade names/trademarks are considered indefinite-lived intangible assets when they are expected to generate cash flows indefinitely.
Indefinite-lived intangible assets and goodwill are not amortized. Finite-lived investor/customer relationships, technology-related assets, and management contracts, which relate to acquired separate accounts and funds, that are expected to contribute to the future cash flows of the Company for a specified period of time, are amortized over their estimated useful lives. On a quarterly basis, the Company considers whether the indefinite-lived and finite-lived classifications are still appropriate.
The Company performs assessments to determine if any intangible assets are potentially impaired at least annually, as of July 31. The carrying value of finite-lived assets and their remaining useful lives are reviewed to determine if circumstances exist which may indicate a potential impairment or revisions to the amortization period.
In evaluating whether it is more likely than not that the fair value of indefinite-lived intangibles is less than its carrying value, BlackRock assesses various significant quantitative factors, including assets under management (“AUM”), revenue basis points, projected AUM growth rates, operating margins, tax rates and discount rates. If an indefinite-lived intangible is determined to be more likely than not impaired, then the fair value of the asset is compared with its carrying value and any excess of the carrying value over the fair value would be recognized as an expense in the period in which the impairment occurs. See Note 12, Intangible Assets, for further information on the Company’s intangible assets.
For finite-lived intangible assets, if potential impairment circumstances are considered to exist, the Company will perform a recoverability test using an undiscounted cash flow analysis. If the carrying value of the asset is determined not to be recoverable based on the undiscounted cash flow test, the excess of the carrying value of the asset over its fair value would be recognized as an expense in the period in which the impairment occurs.
Noncontrolling Interests. Prior to July 1, 2025, NCI consisted of third-party ownership interests in the Company’s CIPs (“NCI – CIPs”) and 49.9% of an asset management company in China - BlackRock CCB Wealth Management Company Ltd. (“WMC”). The Company consolidates WMC, which it deems to be a VRE, because it exerts control over the financial and operating policies of the entity, based on the Company’s 50.1% ownership and voting rights.
Beginning on July 1, 2025, in connection with the HPS Transaction, NCI (redeemable) also represents Subco Units that were issued to former equityholders of HPS and will be exchangeable on a one-for-one basis into BlackRock common stock at the option of the holders when exchange rights begin. NCI - Subco is measured based on the Class B-2 common units' proportionate ownership in Subco.
F-11
NCI that are redeemable at the option of the holders are classified as temporary equity at estimated redemption value or carrying value if it is not probable that they will become redeemable. Nonredeemable NCI are classified as a component of permanent equity in the consolidated statements of financial condition. The Company reports net income (loss) attributable to redeemable and nonredeemable NCI holders within net income (loss) attributable to NCI in the consolidated statements of income.
Treasury Stock. The Company records common stock purchased for treasury at cost. At the date of subsequent reissuance, the treasury stock account is reduced by the cost of such stock using the average cost method.
Revenue Recognition. Revenue is recognized upon transfer of control of promised services to customers in an amount to which the Company expects to be entitled in exchange for those services. The Company enters into contracts that can include multiple services, which are accounted for separately if they are determined to be distinct. Consideration for the Company’s services is generally in the form of variable consideration because the amount of fees is subject to market conditions that are outside of the Company’s influence. The Company includes variable consideration in revenue when it is no longer probable of significant reversal, i.e. when the associated uncertainty is resolved. For some contracts with customers, the Company has discretion to involve a third-party in providing services to the customer. Generally, the Company is deemed to be the principal in these arrangements because the Company controls the promised services before they are transferred to customers, and accordingly presents the revenue gross of related costs.
Investment Advisory, Administration Fees and Securities Lending Revenue. Investment advisory and administration fees are recognized as the services are performed over time because the customer is receiving and consuming the benefits as they are provided by the Company. Fees are primarily based on agreed-upon percentages of AUM and recognized for services provided during the period, which are distinct from services provided in other periods. Such fees are affected by changes in AUM, including market appreciation or depreciation, foreign exchange translation and net inflows or outflows. Investment advisory and administration fees for investment funds are shown net of fee waivers. In addition, the Company may contract with third parties to provide sub-advisory services on its behalf. The Company presents the investment advisory fees and associated costs to such third-party advisors on a gross basis where it is deemed to be the principal and on a net basis where it is deemed to be the agent. Management judgment involved in making these assessments is focused on ascertaining whether the Company is primarily responsible for fulfilling the promised service.
The Company also earns revenue by lending securities on behalf of clients, primarily to highly rated banks and broker-dealers. The securities loaned are collateralized by either cash or securities, generally ranging from 102% to 112% of the value of the loaned securities. Securities lending fees are based on (1) a percentage of the notional value of the loaned securities and (2) a spread between the interest earned on the reinvested cash collateral and the amount rebated to the borrower. Revenue is recognized over time as services are performed. Generally, the securities lending fees are shared between the Company and the funds or other third-party accounts managed by the Company from which the securities are borrowed. Securities lending revenue earned by the Company is recorded in investment advisory, administration and securities lending revenue on the consolidated statements of income. Investment advisory, administration fees and securities lending revenue are reported together as the fees for these services often are agreed upon with clients as a bundled fee.
Investment Advisory Performance Fees / Carried Interest. The Company receives investment advisory performance fees, including incentive allocations (carried interest) from certain actively managed investment funds and certain separately managed accounts. These performance fees are dependent upon exceeding specified relative or absolute investment return thresholds, which vary by product or account, and include monthly, quarterly, annual or longer measurement periods.
Performance fees, including carried interest, are generated on certain management contracts when performance hurdles are achieved. Such performance fees are recognized when the contractual performance criteria have been met and when it is determined that they are no longer probable of significant reversal. Given the unique nature of each fee arrangement, contracts with customers are evaluated on an individual basis to determine the timing of revenue recognition. Significant judgment is involved in making such determination. Performance fees typically arise from investment management services that began in prior reporting periods. Consequently, a portion of the fees the Company recognizes may be partially related to the services performed in prior periods that meet the recognition criteria in the current period. At each reporting date, the Company considers various factors in estimating performance fees to be recognized, including carried interest.
The Company is allocated carried interest from certain alternative investment products upon exceeding performance thresholds. The Company may be required to reverse/return all, or part, of such carried interest allocations/distributions depending upon future performance of these funds. Carried interest subject to such clawback provisions is recorded in investments or cash and cash equivalents to the extent that it is distributed, on the Company's consolidated statements of financial condition.
The Company records a liability for deferred carried interest to the extent it receives cash or capital allocations related to carried interest prior to meeting the revenue recognition criteria. A portion of the deferred carried interest may also be paid to certain employees. The ultimate timing of the recognition of performance fee revenue and related compensation expense, if any, is unknown.
Technology services and subscription revenue. The Company offers investment management technology systems, risk management services, wealth management and digital distribution tools and subscriptions, all on a fee basis. Clients include banks, insurance companies, official institutions, pension funds, asset managers, retail distributors and other investors. Fees earned for technology services are primarily recorded as services are performed over time and are generally determined using the value of positions on the Aladdin platform, or on a fixed-rate basis. Revenue derived from the sale of software licenses is recognized upon the granting of access rights.
Distribution Fees. The Company earns distribution and service fees related to distributing investment products and shareholder support services for investment portfolios. Distribution fees are passed-through to third-party distributors, which perform various fund distribution services and shareholder servicing of certain funds on the Company’s behalf, and are recognized as distribution and servicing costs. The Company presents distribution fees and related distribution and servicing costs incurred on a gross basis.
F-12
Distribution fees primarily consist of ongoing distribution fees, shareholder servicing fees and upfront sales commissions for serving as the principal underwriter and/or distributor for certain managed mutual funds. The service of distribution is satisfied at the point in time when an investor makes an investment in a share class of the managed mutual funds. Fees are generally considered variable consideration because they are based on the value of AUM and are uncertain on trade date. Accordingly, the Company recognizes distribution fees when the amounts become known and the portion recognized in the current period may relate to distribution services performed in prior periods. Upfront sales commissions are recognized on a trade date basis. Shareholder servicing fees are based on AUM and recognized in revenue as the services are performed.
Advisory and other revenue. Advisory and other revenue primarily includes fees earned for advisory services, fees earned for transition management services primarily comprised of commissions recognized in connection with buying and selling securities on behalf of customers, and equity method investment earnings related to certain strategic investments.
Advisory services fees are determined using fixed-rate fees and are recognized over time as the related services are completed.
Commissions related to transition management services are recorded on a trade-date basis as transactions occur.
Stock-based Compensation. The Company recognizes compensation cost for equity classified awards based on the grant-date fair value of the award. The compensation cost is recognized over the period during which an employee is required to provide service (usually the vesting period) in exchange for the stock-based award.
The Company generally measures the grant-date fair value of restricted stock units (“RSUs”) using the Company’s stock price on the date of grant. For incentive retention RSUs granted in connection with the GIP Transaction in October 2024, the grant-date fair value was reduced by the present value of the dividends expected to be paid on the shares during the vesting period discounted at the appropriate risk-free interest rate, given that they are not entitled to participate in dividends until they vest (See Note 3, Acquisitions and Note 18, Stock-Based Compensation for further information on the GIP Transaction). For certain incentive retention RSUs granted in connection with the HPS Transaction in July 2025 and which are subject to a mandatory holding period post vesting, the grant-date fair value was discounted for the lack of marketability related to the holding period. Stock-based awards may have performance, market and/or service conditions. For employee stock options and awards with market conditions, the Company uses pricing models. Compensation cost for awards containing performance conditions is recognized if it is probable that the conditions will be achieved. The probability of achievement is assessed on a quarterly basis. If a stock-based award is modified after the grant-date, incremental compensation cost is recognized for an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Awards under the Company’s stock-based compensation plans vest over various periods. Compensation cost is recorded by the Company on a straight-line basis over the requisite service period for each separate vesting portion of the award as if the award is, in-substance, multiple awards and is adjusted for actual forfeitures as they occur.
The Company amortizes the grant-date fair value of stock-based compensation awards made to retirement-eligible employees over the requisite service period. Upon notification of retirement, the Company accelerates the unamortized portion of the award over the contractually required retirement notification period.
The Company recognizes all excess tax benefits and deficiencies in income tax expense on the consolidated statements of income, which results in volatility of income tax expense as a result of fluctuations in the Company’s stock price. Accordingly, the Company recorded a discrete income tax benefit of $67 million, $37 million and $41 million during 2025, 2024 and 2023, respectively, for vested RSUs where the grant date stock price was lower than the vesting date stock price.
Distribution and Servicing Costs. Distribution and servicing costs include payments to third parties, primarily associated with distribution and servicing of client investments in certain BlackRock products. Distribution and servicing costs are expensed as incurred.
Direct Fund Expense. Direct fund expense, which is expensed as incurred, primarily consists of third-party non-advisory expense incurred by BlackRock related to certain investment products for the use of certain index trademarks, reference data for certain indices, custodial services, fund administration, fund accounting, transfer agent services, shareholder reporting services, audit and tax services as well as other fund-related expense directly attributable to the non-advisory operations of the fund.
Leases. The Company determines if a contract is a lease or contains a lease at inception. The Company accounts for its office facility leases as operating leases, which may include escalation clauses that are based on an index or market rate. The Company accounts for lease and non-lease components, including common areas maintenance charges, as a single component for its leases. The Company elected the short-term lease exception for leases with an initial term of 12 months or less. Consequently, such leases are not recorded on the consolidated statements of financial condition. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain they will be exercised or not.
The Company recognizes operating right-of-use (“ROU”) assets and operating lease liabilities on the consolidated statements of financial condition based on the present value of future lease payments over the lease term at the commencement date discounted using an incremental borrowing rate (“IBR”). The IBR for individual leases is estimated considering the Company’s or a subsidiary’s credit rating using various financial metrics, such as revenue, operating margin and revenue growth, and, as appropriate, performing market analysis of yields on publicly traded bonds (secured or unsecured) with similar terms of comparable companies in a similar economic environment. ROU assets are tested for impairment when there is an indication that the carrying value of an asset may not be recoverable. Fixed lease payments made over the lease term are recorded as lease expense on a straight-line basis. Variable lease payments based on usage, changes in an index or market rate are expensed as incurred.
Foreign Exchange. Foreign currency transactions are recorded at the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities that are denominated in foreign currencies are subsequently remeasured into the functional currencies of the Company's subsidiaries at the rates prevailing at each statement of financial condition date. Gains and losses arising on remeasurement are included in general and administration expense on the consolidated statements of income. Revenue and expenses are translated at average exchange rates during the period. Gains or losses resulting from translating foreign currency financial statements into United States ("US") dollars are included in accumulated other comprehensive income (loss) (“AOCI”), a separate component of stockholders’ equity, on the consolidated statements of financial condition.
F-13
Income Taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using currently enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized on the consolidated statements of income in the period that includes the enactment date.
Management periodically assesses the recoverability of its deferred income tax assets based upon expected future earnings, taxable income in prior carryback years, future deductibility of the asset, changes in applicable tax laws and other factors. If management determines that it is not more likely than not that the deferred tax asset will be fully recoverable in the future, a valuation allowance will be established for the difference between the asset balance and the amount expected to be recoverable in the future. This allowance will result in additional income tax expense. Further, the Company records its income taxes receivable and payable based upon its estimated income tax position.
Earnings per Share (“EPS”). Basic EPS is calculated by dividing net income applicable to common shareholders by the weighted-average number of shares outstanding during the period. Diluted EPS includes the determinants of basic EPS and common stock equivalents outstanding during the period. The Company applies the treasury stock method to determine the dilutive weighted-average common shares outstanding for RSUs and stock options. The Company applies the “if-converted” method to the Subco Units to determine the dilutive impact, if any, of the exchange right included in the Subco Units.
Business Segments. The Company’s management directs BlackRock’s operations as one business, the asset management business. The Company utilizes a consolidated approach to assess performance and allocate resources. As such, the Company operates in one business segment.
Fair Value Measurements
Hierarchy of Fair Value Inputs. The Company uses a fair value hierarchy that prioritizes inputs to valuation approaches used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:
Level 1 Inputs:
Quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date.
Level 1 assets may include listed mutual funds, ETFs, listed equities, commodities and certain exchange-traded derivatives.
Level 2 Inputs:
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; quotes from pricing services or brokers for which the Company can determine that orderly transactions took place at the quoted price or that the inputs used to arrive at the price are observable; and inputs other than quoted prices that are observable, such as models or other valuation methodologies.
Level 2 assets may include debt securities, loans held within consolidated CLOs, short-term floating-rate notes, asset-backed securities, as well as over-the-counter derivatives, including interest rate swaps and foreign currency exchange contracts that have inputs to the valuations that generally can be corroborated by observable market data.
Level 3 Inputs:
Unobservable inputs for the valuation of the asset or liability, which may include nonbinding broker quotes. Level 3 assets include investments for which there is little, if any, market activity. These inputs require significant management judgment or estimation.
Level 3 assets may include direct private equity investments, including those held within CIPs, investments in CLOs and loans held within consolidated CLOs and CIPs.
Level 3 liabilities may include borrowings of consolidated CLOs and contingent liabilities related to acquisitions valued using the income approach based on unobservable market data, or other valuation techniques.
Significance of Inputs. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
Valuation Approaches. The fair values of certain Level 3 assets and liabilities were determined using various valuation approaches as appropriate, including third-party pricing vendors, broker quotes and market and income approaches.
A significant number of inputs used to value equity, debt securities, and loans held within CLOs and CIPs are sourced from third-party pricing vendors. Generally, prices obtained from pricing vendors are categorized as Level 1 inputs for identical securities traded in active markets and as Level 2 for other similar securities if the vendor uses observable inputs in determining the price.
In addition, quotes obtained from brokers generally are nonbinding and categorized as Level 3 inputs. However, if the Company is able to determine that market participants have transacted for the asset in an orderly manner near the quoted price or if the Company can determine that the inputs used by the broker are observable, the quote is classified as a Level 2 input.
Investments Measured at Net Asset Value. As a practical expedient, the Company uses net asset value (“NAV”) as the fair value for certain investments. The inputs to value these investments may include the Company’s capital accounts for its partnership interests in various alternative investments, including hedge funds, real assets and private equity funds. The various partnerships are investment companies, which record their underlying investments at fair value based on fair value policies established by management of the underlying fund. Fair value policies at the underlying fund generally require the fund to utilize pricing/valuation information from third-party sources, including independent appraisals. However, in some instances, current valuation information for illiquid securities or securities in markets that are not active may not be available from any third-party source or fund management may conclude that the valuations that are available from third-party sources are not reliable. In these instances, fund management may perform model-based analytical valuations that could be used as an input to value these investments.
F-14
Fair Value Assets and Liabilities of Consolidated CLO. The Company applies the fair value option provisions for eligible assets, including loans, held by a consolidated CLO. As the fair value of the financial assets of the consolidated CLO is more observable than the fair value of the borrowings of the consolidated CLO, the Company measures the fair value of the borrowings of the consolidated CLO equal to the fair value of the assets of the consolidated CLO less the fair value of the Company’s economic interest in the CLO.
Derivatives and Hedging Activities. The Company does not use derivative financial instruments for trading or speculative purposes. The Company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates of certain assets and liabilities, and market price and interest rate exposures with respect to its total portfolio of seed investments in sponsored investment products. In addition, certain CIPs also utilize derivatives as a part of their investment strategies.
In addition, the Company uses derivatives and makes investments to economically hedge market valuation changes on certain deferred cash compensation plans, for which the final value of the deferred amount distributed to employees in cash upon vesting is determined based on the returns of specified investment funds. The Company recognizes compensation expense for the appreciation (depreciation) of the deferred cash compensation liability in proportion to the vested amount of the award during a respective period, while the gain (loss) to economically hedge these plans is immediately recognized in nonoperating income (expense). See Note 5, Investments, and Note 9, Derivatives and Hedging, for further information on the Company’s investments and derivatives, respectively, used to economically hedge these deferred cash compensation plans.
The Company records all derivative financial instruments as either assets or liabilities at fair value on a gross basis in the consolidated statements of financial condition. Credit risks are managed through master netting and collateral support agreements. The amounts related to the right to reclaim or the obligation to return cash collateral may not be used to offset amounts due under the derivative instruments in the normal course of settlement. Therefore, such amounts are not offset against fair value amounts recognized for derivative instruments with the same counterparty and are included in other assets and other liabilities. Changes in the fair value of the Company’s derivative financial instruments are recognized in earnings and, where applicable, are offset by the corresponding gain or loss on the related foreign-denominated or hedged assets or liabilities, on the consolidated statements of income.
The Company may also use financial instruments designated as net investment hedges for accounting purposes to hedge net investments in international subsidiaries, the functional currency of which is not US dollars. The gain or loss from revaluing net investment hedges at the spot rate is deferred and reported within AOCI on the consolidated statements of financial condition. The Company reassesses the effectiveness of its net investment hedge at least quarterly.
3. Acquisitions
HPS Investment Partners
On July 1, 2025, BlackRock completed the acquisition of 100% of the business and assets of HPS, a leading global credit investment manager, with substantially all consideration paid in Subco Units. The HPS Transaction, which added $165 billion of client AUM and $118 billion of fee-paying AUM, positions the Company to provide an integrated private credit platform with both public and private income solutions for clients across their whole portfolios. At close, approximately 8.5 million Subco Units were delivered to former equityholders of HPS and valued at $8.5 billion, based on the price of BlackRock's common stock on June 30, 2025 of approximately $1,049 and discounted for a one-year lack of marketability before exchange rights begin. Such Subco Units are exchangeable on a one-for-one basis into BlackRock common stock (accordingly, the value of each unit delivered was based on the price of a share of BlackRock's common stock and the specific terms of the Subco Units). Subco Units are also eligible to receive distributions at an amount equal to the dividend amount paid on each share of BlackRock common stock.
In addition, as part of the purchase consideration, a contingent consideration payment, all in Subco Units, may be due subject to the achievement of certain post-closing conditions and financial performance milestones. The contingent consideration, if any, ranges from approximately 2.8 million to 4.4 million Subco Units and is expected to be payable approximately five years following the closing of the HPS Transaction. The fair value of the contingent consideration payment, which was determined by using the income approach with the assistance of a third-party valuation specialist, was $3.4 billion at close, and was recorded within contingent consideration liabilities in the consolidated statements of financial condition. Certain significant inputs were used to determine the fair value, including assumptions on discount rates as well as estimates of the timing and amounts of fundraising and fee related earnings forecasts, cost of equity, and future stock price performance (Level 3 inputs). The contingent consideration was classified as a liability as the value of the consideration to be delivered in Subco Units is predominately based on achieving certain performance targets or certain settlement provisions of the Subco Units. See Note 8, Fair Value Disclosures and Note 16, Commitments and Contingencies for additional information on the contingent consideration related to HPS.
In addition, at the time of close, the Company granted incentive retention awards to certain employees of approximately 680,000 RSUs that vest in increasing yearly increments over five years valued at $675 million and approximately 270,000 RSUs valued at $260 million that cliff vested 100% at December 31, 2025. See Note 18, Stock-Based Compensation, for additional information on the incentive retention awards issued in connection with the HPS Transaction.
In general, if (i) the maximum amount of contingent consideration is achieved, (ii) all Subco Units are exchanged for shares of the Company's common stock (including those issued on the closing date), and (iii) all RSUs vest and are settled in the form of shares of the Company's common stock, the Company does not expect to issue more than approximately 13.8 million shares of common stock in the aggregate.
The HPS Transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price of the HPS Transaction was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition is non-deductible for tax purposes and includes future benefits for BlackRock as a result of scale and anticipated synergies from combining the Company's and HPS's capabilities by creating one integrated private financing solutions platform.
F-15
The following table summarizes the consideration paid for HPS and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date:
| (in millions) | Fair Value Estimate | |||
| Investments | $ | 1,972 | ||
| Finite-lived intangible assets: | ||||
| Management contracts(1) | 2,660 | |||
| Investor relationships(1) | 965 | |||
| Indefinite-lived intangible assets - management contracts(2) | 3,000 | |||
| Goodwill | 6,841 | |||
| Operating lease ROU assets | 178 | |||
| Other assets | 644 | |||
| Accrued compensation and benefits | **(**262 | ) | ||
| Accounts payable and accrued liabilities | **(**162 | ) | ||
| Operating lease liabilities | **(**150 | ) | ||
| Deferred income tax liabilities | **(**1,585 | ) | ||
| Other liabilities assumed(3) | **(**1,880 | ) | ||
| Total consideration, net of cash acquired | $ | 12,221 | ||
| Summary of consideration, net of cash acquired: | ||||
| Closing consideration at fair value - Subco Units(4) | $ | 8,452 | ||
| Cash acquired | **(**244 | ) | ||
| Deferred consideration at fair value - Subco Units(4) | 3,400 | |||
| Debt repayment | 613 | |||
| Total consideration, net of cash acquired | $ | 12,221 |
(1)
The fair value for finite-lived management contracts and investor relationships was determined using the excess earnings method (Level 3 inputs), have weighted-average estimated useful lives of approximately 8 years and 12 years, respectively, and are amortized based on the straight-line method.
(2)
The fair value for indefinite-lived management contracts was determined using the excess earnings method (Level 3 inputs).
(3)
Other liabilities assumed primarily included deferred carried interest.
(4)
The fair value for the closing consideration was determined based on approximately 8.5 million of Subco Units, which were delivered to former equityholders of HPS. The fair value of the deferred consideration was determined based on approximately 2.8 million to 4.4 million of Subco Units, and is subject to the achievement of certain post-closing conditions and financial performance milestones.
Transaction and integration costs incurred in connection with the HPS Transaction were approximately $525 million in 2025. These costs were primarily comprised of $465 million of compensation expense, mostly nonrecurring retention-related deferred compensation and $60 million of other acquisition-related transaction costs, largely related to advisory fees, legal fees and consulting expenses, recorded in general and administration expense.
At this time, the Company does not expect material changes to the value of the assets acquired or liabilities assumed in conjunction with the HPS Transaction.
Finite-lived intangible assets are amortized over their estimated useful lives, which range from 3 to 12 years. Amortization expense related to the finite-lived intangible assets was $234 million for 2025. The finite-lived intangible assets had a weighted-average remaining useful life of approximately nine years with remaining amortization expense as follows:
| (in millions) | ||||
| Year | Amount | |||
| 2026 | $ | 467 | ||
| 2027 | 467 | |||
| 2028 | 442 | |||
| 2029 | 368 | |||
| 2030 | 318 | |||
| Thereafter | 1,329 | |||
| Total | $ | 3,391 |
Preqin Holding Limited
On March 3, 2025, BlackRock completed the acquisition of 100% of the shares of Preqin Holding Limited (the "Preqin Transaction" or "Preqin"), a leading provider of private markets data, for £2.5 billion (or approximately $3.2 billion) in cash.
The purchase price for the Preqin Transaction was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition is non-deductible for tax purposes and includes anticipated synergies from incorporating Preqin data, insight and analytics into BlackRock's investment technology, presenting an opportunity for Aladdin to bridge a transparency gap between public and private markets.
F-16
The following table summarizes the consideration paid for Preqin and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date:
| (in millions) | Fair Value Estimate | |||
| Finite-lived intangible assets: | ||||
| Customer relationships(1) | $ | 1,050 | ||
| Technology-related(2) | 125 | |||
| Trade name | 7 | |||
| Goodwill | 2,377 | |||
| Other assets | 59 | |||
| Deferred revenue | **(**104 | ) | ||
| Deferred income tax liabilities | **(**298 | ) | ||
| Other liabilities assumed | **(**93 | ) | ||
| Total consideration, net of cash acquired | $ | 3,123 | ||
| Summary of consideration, net of cash acquired: | ||||
| Cash paid | $ | 3,219 | ||
| Cash acquired | **(**96 | ) | ||
| Total consideration, net of cash acquired | $ | 3,123 |
(1)
The fair value was determined using an income approach (Level 3 inputs), has a weighted-average estimated useful life of approximately 8 years and is amortized based on its expected pattern of economic benefit.
(2)
The fair value was determined using a replacement cost approach (Level 3 inputs), has a weighted-average estimated useful life of approximately 5 years and is amortized based on the straight-line method.
At this time, the Company does not expect material changes to the value of the assets acquired or liabilities assumed in conjunction with the Preqin Transaction.
Finite-lived intangible assets are amortized over their estimated useful lives, which range from 5 to 10 years. Amortization expense related to the finite-lived intangible assets was $95 million for 2025. The finite-lived intangible assets had a weighted-average remaining useful life of approximately eight years with remaining amortization expense as follows:
| (in millions) | ||||
| Year | Amount | |||
| 2026 | $ | 136 | ||
| 2027 | 143 | |||
| 2028 | 154 | |||
| 2029 | 163 | |||
| 2030 | 146 | |||
| Thereafter | 345 | |||
| Total | $ | 1,087 |
See Note 11, Goodwill, Note 12, Intangible Assets, and Note 17, Revenue for further information regarding goodwill, intangible assets, and deferred revenue acquired, respectively.
Global Infrastructure Management, LLC
On October 1, 2024, BlackRock completed the acquisition of 100% of the issued and outstanding limited liability company interests of GIP (the "GIP Transaction"), a leading infrastructure fund manager. BlackRock expects the combination of GIP with BlackRock’s complementary infrastructure offerings will create a broad global infrastructure franchise with differentiated origination and asset management capabilities. Consideration at close included approximately $3 billion in cash, funded through the issuance of long-term notes in March 2024 (See Note 15, Borrowings, for more information regarding the Company's borrowings), and 6.9 million of unregistered shares of BlackRock common stock. The shares were valued at $5.9 billion at close, based on the price of BlackRock's common stock on September 30, 2024 of approximately $950, discounted for security-specific registration restrictions for two years after closing, resulting in a value of approximately $855 per share. In addition, as part of the purchase consideration, a contingent consideration payment, all in stock, may be due subject to achieving certain performance targets. The contingent consideration payment, if any, ranges from 4.0 million to 5.2 million shares, and will ultimately be valued based on the price of BlackRock's common stock at the time the contingency is resolved. The payment is expected to be payable no later than December 31, 2028 and is based on the achievement of the agreed upon performance targets. The fair value of the contingent consideration payment, which was determined by using the income approach with the assistance of a third-party valuation specialist, was $4.2 billion at close, and was recorded within contingent consideration liabilities in the consolidated statements of financial condition. Certain significant inputs were used to determine the fair value, including assumptions on discount rates as well as estimates of the timing and amounts of fundraising forecasts, stock and AUM volatility, and correlation between stock price and AUM (Level 3 inputs). The contingent consideration payment was classified as a liability as the value of the consideration to be delivered in shares is predominately based on achieving certain performance targets. See Note 8, Fair Value Disclosures and Note 16, Commitments and Contingencies for additional information on the contingent consideration related to GIP.
The GIP Transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition includes future benefits for BlackRock as a result of scale and anticipated synergies from a combined global infrastructure franchise. The amount of goodwill expected to be deductible for tax purposes is approximately $180 million.
F-17
The following table summarizes the consideration paid for GIP and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date:
| (in millions) | Fair Value | |||
| Finite-lived intangible assets: | ||||
| Management contracts(1) | $ | 1,840 | ||
| Investor relationships(1) | 820 | |||
| Trade name(2) | 80 | |||
| Goodwill | 10,278 | |||
| Operating lease ROU assets | 75 | |||
| Other assets | 116 | |||
| Accrued compensation and benefits | (154 | ) | ||
| Operating lease liabilities | (96 | ) | ||
| Other liabilities assumed | (10 | ) | ||
| Total consideration, net of cash acquired | $ | 12,949 | ||
| Summary of consideration, net of cash acquired: | ||||
| Cash paid | $ | 2,913 | ||
| Cash acquired | (68 | ) | ||
| Closing stock consideration at fair value | 5,904 | |||
| Deferred stock consideration at fair value | 4,200 | |||
| Total consideration, net of cash acquired | $ | 12,949 |
(1)
The fair value for management contracts and investor relationships was determined based on a discounted cash flow analysis (Level 3 inputs), have weighted-average estimated useful lives of approximately 8 years and 14 years, respectively, and are amortized based on their expected pattern of economic benefit.
(2)
The fair value was determined based upon a relief from royalty method (Level 3 inputs), has a weighted-average estimated useful life of approximately 10 years and is amortized based on its expected pattern of economic benefit.
ElmTree Funds
On September 2, 2025, BlackRock completed the acquisition of 100% of the equity interests in ElmTree Funds (the "ElmTree Transaction" or "ElmTree"), a net-lease real estate investment firm, with consideration paid primarily in BlackRock common stock. The acquisition of ElmTree positions the Company to scale its real estate-related offerings, while expanding into new markets as an owner-operator. See Note 11, Goodwill and Note 12, Intangible Assets for additional information on the goodwill and intangible assets related to ElmTree.
SpiderRock Advisors
In May 2024, BlackRock completed the acquisition of the remaining equity interest in SpiderRock Advisors (“SRA”), a leading provider of customized option overlay strategies in the US wealth market (the "SpiderRock Transaction"). This transaction expands on BlackRock’s minority investment in SRA made in 2021 and reinforces BlackRock’s commitment to personalized separately managed accounts.
Unaudited Pro Forma Information
The following unaudited pro forma information presents combined results of operations of the Company as if the GIP Transaction and HPS Transaction had occurred on January 1, 2023 and January 1, 2024, respectively. The unaudited pro forma financial information is not indicative of the actual results of operations that would have been achieved nor is it indicative of future results of operations of the combined Company. The pro forma combined provision for income taxes may not represent the amount that would have resulted had BlackRock, GIP and HPS filed consolidated tax returns during the years presented.
| (Unaudited) (in millions) | 2025**(1)** | 2024 | ||||||
| Total revenue | $ | 24,984 | $ | 22,479 | ||||
| Net income attributable to BlackRock, Inc. | $ | 5,645 | $ | 5,469 |
(1)
Subsequent to the closing of the HPS Transaction on July 1, 2025, HPS contributed approximately $900 million of revenue and $230 million of net income.
Pro forma adjustments related to GIP include compensation expense for retention-related deferred compensation awards, amortization of finite-lived intangible assets, interest expense for the $3.0 billion of notes, which were issued in March 2024 in connection with the GIP Transaction, acquisition-related transaction costs and related tax effects. See Note 3, Acquisitions, and Note 15, Borrowings, in the 2024 Form 10-K for more information regarding the Company's pro forma adjustments and borrowings, respectively.
HPS's results are included in the Company's consolidated financial statements from the acquisition date on July 1, 2025, through the year ended December 31, 2025. Accordingly, the following pro forma adjustments and related tax effects have been included as if the HPS Transaction occurred on January 1, 2024 (unaudited).
Compensation expense included retention-related deferred compensation awards of approximately $575 million for the year ended 2024. In addition, 2025 compensation expense included a $285 million pro forma reduction in 2025 (see HPS Transaction above and Note 18, Stock-Based Compensation, for further information on retention related deferred compensation issued in connection with the HPS Transaction);
Acquisition-related transaction costs of approximately $60 million which were recorded in the year ended 2025, were included in the year ended 2024 results, and removed from the 2025 results;
Amortization of finite-lived intangible assets of approximately $500 million for the year ended 2024. 2025 amortization expense included an additional $250 million of amortization for 2025;
Adjustments to reflect the tax effects of the HPS Transaction, as if HPS had been included in the Company's results as of January 1, 2024; and
Adjustments for the allocation of net income to NCI - Subco, based on the unit holders pro rata ownership percentage for the respective periods.
F-18
Pro forma financial information for SpiderRock, ElmTree and Preqin has not been presented, as the effects were not material to net income attributable to BlackRock, Inc.
4**. Cash, Cash Equivalents, and Restricted Cash**
The following table provides a reconciliation of cash and cash equivalents reported within the consolidated statements of financial condition to the cash, cash equivalents, and restricted cash reported within the consolidated statements of cash flows.
| December 31, | December 31, | |||||||
| (in millions) | 2025 | 2024 | ||||||
| Cash and cash equivalents | $ | 11,468 | $ | 12,762 | ||||
| Restricted cash included in other assets | 22 | 17 | ||||||
| Total cash, cash equivalents and restricted cash | $ | 11,490 | $ | 12,779 |
5**. Investments**
A summary of the carrying value of total investments is as follows:
| (in millions) | December 31, 2025 | December 31, 2024 | ||||||
| Debt securities: | ||||||||
| Trading securities (including $2,782 and $1,743 held by CIPs at December 31, 2025 and December 31, 2024, respectively) | $ | 2,789 | $ | 1,751 | ||||
| Held-to-maturity investments | 507 | 547 | ||||||
| Total debt securities | 3,296 | 2,298 | ||||||
| Equity securities at FVTNI (including $1,681 and $1,556 held by CIPs at December 31, 2025 and December 31, 2024, respectively)(1) | 2,282 | 1,950 | ||||||
| Equity method investments: | ||||||||
| Equity method investments(2) | 1,833 | 2,610 | ||||||
| Investments related to deferred cash compensation plans(1) | 300 | 173 | ||||||
| Total equity method investments | 2,133 | 2,783 | ||||||
| Loans held by CIPs | — | 145 | ||||||
| CLOs held at fair value | 568 | 72 | ||||||
| Federal Reserve Bank stock(3) | 87 | 93 | ||||||
| Carried interest(4) | 3,710 | 1,983 | ||||||
| Other investments(5) | 1,195 | 445 | ||||||
| Total investments | $ | 13,271 | $ | 9,769 |
(1)
Amounts include investments held to economically hedge the impact of market valuation changes on certain deferred cash compensation plans. Amounts related to deferred cash compensation plans included within equity securities held at FVTNI comprised $37 million and $12 million at December 31, 2025 and 2024, respectively.
(2)
Equity method investments include BlackRock’s direct investments in certain BlackRock sponsored investment funds.
(3)
Federal Reserve Bank stock is held for regulatory purposes and is restricted from sale.
(4)
Carried interest represents allocations to BlackRock’s general partner capital accounts from certain sponsored investment funds. These balances are subject to change upon cash distributions, additional allocations or reallocations back to limited partners within the respective funds.
(5)
Other investments include BlackRock’s investments in private equity, private credit, real asset, commodity, and digital asset investments held by CIPs, which are measured at fair value.
Held-to-Maturity Investments
Held-to-maturity investments included certain investments in BlackRock sponsored CLOs. The amortized cost (carrying value) of these investments approximated fair value (primarily a Level 2 input). At December 31, 2025, $13 million mature between one and five years, $316 million mature between five and ten years and $178 million mature after ten years.
Trading Debt Securities and Equity Securities at FVTNI
A summary of the cost and carrying value of trading debt securities and equity securities at FVTNI is as follows:
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| (in millions) | Cost | Carrying Value | Cost | Carrying Value | ||||||||||||
| Trading debt securities: | ||||||||||||||||
| Corporate debt | $ | 1,153 | $ | 1,185 | $ | 957 | $ | 989 | ||||||||
| Government debt | 430 | 430 | 578 | 557 | ||||||||||||
| Asset/mortgage-backed debt | 1,185 | 1,174 | 222 | 205 | ||||||||||||
| Total trading debt securities | $ | 2,768 | $ | 2,789 | $ | 1,757 | $ | 1,751 | ||||||||
| Equity securities at FVTNI: | ||||||||||||||||
| Equity securities/mutual funds | $ | 2,049 | $ | 2,282 | $ | 1,843 | $ | 1,950 |
F-19
6**. Consolidated Sponsored Investment Products**
In the normal course of business, the Company is the manager of various types of sponsored investment products, which may be considered VIEs or VREs. The Company consolidates certain sponsored investment funds accounted for as VREs because it is deemed to control such funds. In addition, the Company may from time to time own equity or debt securities issued by vehicles or enter into derivatives or loan arrangements with the vehicles, each of which are considered variable interests. The Company’s involvement in financing the operations of the VIEs is generally limited to its economic interest in the entity. The Company’s consolidated VIEs include certain sponsored investment products in which BlackRock has an economic interest and as the investment manager, is deemed to have both the power to direct the most significant activities of the products and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these sponsored investment products. The assets of these VIEs are not available to creditors of the Company. In addition, the investors in these VIEs have no recourse to the credit of the Company.
The following table presents the balances related to these CIPs accounted for as VIEs and VREs that were recorded on the consolidated statements of financial condition, including BlackRock’s net interest in these products:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
| (in millions) | VIEs | VREs | Total | VIEs | VREs | Total | ||||||||||||||||||
| Cash and cash equivalents(1) | $ | 428 | $ | 33 | $ | 461 | $ | 125 | $ | 44 | $ | 169 | ||||||||||||
| Investments: | ||||||||||||||||||||||||
| Trading debt securities | 2,350 | 432 | 2,782 | 1,497 | 246 | 1,743 | ||||||||||||||||||
| Equity securities at FVTNI | 1,537 | 144 | 1,681 | 1,179 | 377 | 1,556 | ||||||||||||||||||
| Loans | — | — | — | 141 | 4 | 145 | ||||||||||||||||||
| Other investments | 946 | 68 | 1,014 | 370 | 33 | 403 | ||||||||||||||||||
| Carried interest | 3,654 | — | 3,654 | 1,905 | — | 1,905 | ||||||||||||||||||
| Total investments | 8,487 | 644 | 9,131 | 5,092 | 660 | 5,752 | ||||||||||||||||||
| Other assets | 76 | 111 | 187 | 45 | 31 | 76 | ||||||||||||||||||
| Other liabilities(2) | **(**4,052 | ) | **(**60 | ) | **(**4,112 | ) | (2,130 | ) | (93 | ) | (2,223 | ) | ||||||||||||
| Noncontrolling interest - CIPs | **(**2,521 | ) | **(**236 | ) | **(**2,757 | ) | (1,672 | ) | (130 | ) | (1,802 | ) | ||||||||||||
| BlackRock's net interest in CIPs | $ | 2,418 | $ | 492 | $ | 2,910 | $ | 1,460 | $ | 512 | $ | 1,972 |
(1)
The Company generally cannot readily access cash and cash equivalents held by CIPs to use in its operating activities.
(2)
At both December 31, 2025 and 2024, other liabilities of VIEs primarily include deferred carried interest liabilities and borrowings of a consolidated CLO.
BlackRock’s total exposure to CIPs represents the value of its economic interest in these CIPs. Valuation changes associated with financial instruments held at fair value by these CIPs are reflected in nonoperating income (expense) and partially offset in net income (loss) attributable to NCI for the portion not attributable to BlackRock.
Net gain (loss) related to consolidated VIEs is presented in the following table:
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Nonoperating net gain (loss) on consolidated VIEs | $ | 399 | $ | 234 | $ | 310 | ||||||
| Net income (loss) attributable to NCI on consolidated VIEs | $ | 248 | $ | 132 | $ | 174 |
7**. Variable Interest Entities**
Nonconsolidated VIEs. At December 31, 2025 and 2024, the Company’s carrying value of assets and liabilities included on the consolidated statements of financial condition pertaining to nonconsolidated VIEs and its maximum risk of loss related to VIEs in which it held a variable interest, but for which it was not the PB, was as follows:
| (in millions) | Investments | Advisory Fee Receivables | Other Net Assets (Liabilities) | Maximum Risk of Loss**(1)** | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| Sponsored investment products | $ | 2,325 | $ | 101 | $ | **(**12 | ) | $ | 2,443 | |||||||
| December 31, 2024 | ||||||||||||||||
| Sponsored investment products | $ | 2,330 | $ | 158 | $ | (11 | ) | $ | 2,505 |
(1)
At both December 31, 2025 and 2024, BlackRock’s maximum risk of loss associated with these VIEs primarily related to BlackRock’s investments and the collection of receivables.
The net assets of sponsored investment products that are nonconsolidated VIEs approximated $53 billion and $46 billion at December 31, 2025 and 2024, respectively.
F-20
8. Fair Value Disclosures
Fair Value Hierarchy
Assets and liabilities measured at fair value on a recurring basis
| December 31, 2025*(in millions)* | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Investments Measured at NAV**(1)** | Other**(2)** | December 31, 2025 | |||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Trading securities | $ | — | $ | 2,782 | $ | 7 | $ | — | $ | — | $ | 2,789 | |||||||||||
| Held-to-maturity investments | — | — | — | — | 507 | 507 | |||||||||||||||||
| Total debt securities | — | 2,782 | 7 | — | 507 | 3,296 | |||||||||||||||||
| Equity securities at FVTNI: | |||||||||||||||||||||||
| Equity securities/mutual funds | 2,146 | — | 136 | — | — | 2,282 | |||||||||||||||||
| Equity method: | |||||||||||||||||||||||
| Equity, fixed income, and multi-asset mutual funds | 205 | 148 | — | — | — | 353 | |||||||||||||||||
| Hedge funds/funds of hedge funds/other | — | — | — | 446 | — | 446 | |||||||||||||||||
| Private equity funds | — | — | — | 510 | — | 510 | |||||||||||||||||
| Real assets funds | — | — | — | 524 | — | 524 | |||||||||||||||||
| Investments related to deferred cash compensation plans | — | — | — | 300 | — | 300 | |||||||||||||||||
| Total equity method | 205 | 148 | — | 1,780 | — | 2,133 | |||||||||||||||||
| Loans held by CIPs | — | — | — | — | — | — | |||||||||||||||||
| CLOs held at fair value | — | 495 | 73 | — | — | 568 | |||||||||||||||||
| Federal Reserve Bank stock | — | — | — | — | 87 | 87 | |||||||||||||||||
| Carried interest | — | — | — | — | 3,710 | 3,710 | |||||||||||||||||
| Other investments | — | — | — | 1,078 | 117 | 1,195 | |||||||||||||||||
| Total investments | 2,351 | 3,425 | 216 | 2,858 | 4,421 | 13,271 | |||||||||||||||||
| Other assets(3) | 113 | 10 | 151 | — | — | 274 | |||||||||||||||||
| Separate account assets | 38,688 | 20,895 | — | — | 515 | 60,098 | |||||||||||||||||
| Separate account collateral held under securities lending agreements: | |||||||||||||||||||||||
| Equity securities | 4,194 | — | — | — | — | 4,194 | |||||||||||||||||
| Debt securities | — | 3,728 | — | — | — | 3,728 | |||||||||||||||||
| Total separate account collateral held under securities lending agreements | 4,194 | 3,728 | — | — | — | 7,922 | |||||||||||||||||
| Total | $ | 45,346 | $ | 28,058 | $ | 367 | $ | 2,858 | $ | 4,936 | $ | 81,565 | |||||||||||
| Liabilities: | |||||||||||||||||||||||
| Separate account collateral liabilities under securities lending agreements | $ | 4,194 | $ | 3,728 | $ | — | $ | — | $ | — | $ | 7,922 | |||||||||||
| Contingent consideration liabilities | — | — | 8,429 | — | — | 8,429 | |||||||||||||||||
| Other liabilities(4) | — | 13 | — | — | — | 13 | |||||||||||||||||
| Total | $ | 4,194 | $ | 3,741 | $ | 8,429 | $ | — | $ | — | $ | 16,364 |
(1)
Amounts are comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient.
(2)
Amounts are comprised of investments held at amortized cost and cost, adjusted for observable price changes, and carried interest.
(3)
Level 1 amount includes a minority investment in a publicly traded company. Level 3 amount includes corporate minority private debt investments with changes in fair value recorded in AOCI, net of tax.
(4)
Level 2 amount primarily includes fair value of derivatives (See Note 9, Derivatives and Hedging, for more information).
F-21
| December 31, 2024*(in millions)* | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Investments Measured at NAV**(1)** | Other**(2)** | December 31, 2024 | |||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Trading securities | $ | — | $ | 1,744 | $ | 7 | $ | — | $ | — | $ | 1,751 | |||||||||||
| Held-to-maturity investments | — | — | — | — | 547 | 547 | |||||||||||||||||
| Total debt securities | — | 1,744 | 7 | — | 547 | 2,298 | |||||||||||||||||
| Equity securities at FVTNI: | |||||||||||||||||||||||
| Equity securities/mutual funds | 1,950 | — | — | — | — | 1,950 | |||||||||||||||||
| Equity method: | |||||||||||||||||||||||
| Equity, fixed income, and multi-asset mutual funds | 347 | 131 | — | — | — | 478 | |||||||||||||||||
| Hedge funds/funds of hedge funds/other | — | — | — | 552 | — | 552 | |||||||||||||||||
| Private equity funds | — | — | — | 1,060 | — | 1,060 | |||||||||||||||||
| Real assets funds | — | — | — | 520 | — | 520 | |||||||||||||||||
| Investments related to deferred cash compensation plans | — | — | — | 173 | — | 173 | |||||||||||||||||
| Total equity method | 347 | 131 | — | 2,305 | — | 2,783 | |||||||||||||||||
| Loans held by CIPs | — | 10 | 135 | — | — | 145 | |||||||||||||||||
| CLOs held at fair value | — | — | 72 | — | — | 72 | |||||||||||||||||
| Federal Reserve Bank stock | — | — | — | — | 93 | 93 | |||||||||||||||||
| Carried interest | — | — | — | — | 1,983 | 1,983 | |||||||||||||||||
| Other investments | 18 | — | — | 274 | 153 | 445 | |||||||||||||||||
| Total investments | 2,315 | 1,885 | 214 | 2,579 | 2,776 | 9,769 | |||||||||||||||||
| Other assets(3) | — | 7 | 149 | — | — | 156 | |||||||||||||||||
| Separate account assets | 32,933 | 19,346 | — | — | 532 | 52,811 | |||||||||||||||||
| Separate account collateral held under securities lending agreements: | |||||||||||||||||||||||
| Equity securities | 2,719 | — | — | — | — | 2,719 | |||||||||||||||||
| Debt securities | — | 3,340 | — | — | — | 3,340 | |||||||||||||||||
| Total separate account collateral held under securities lending agreements | 2,719 | 3,340 | — | — | — | 6,059 | |||||||||||||||||
| Total | $ | 37,967 | $ | 24,578 | $ | 363 | $ | 2,579 | $ | 3,308 | $ | 68,795 | |||||||||||
| Liabilities: | |||||||||||||||||||||||
| Separate account collateral liabilities under securities lending agreements | $ | 2,719 | $ | 3,340 | $ | — | $ | — | $ | — | $ | 6,059 | |||||||||||
| Contingent consideration liabilities | — | — | 4,302 | — | — | 4,302 | |||||||||||||||||
| Other liabilities(4) | — | 46 | 129 | — | — | 175 | |||||||||||||||||
| Total | $ | 2,719 | $ | 3,386 | $ | 4,431 | $ | — | $ | — | $ | 10,536 |
(1)
Amounts are comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient.
(2)
Amounts are comprised of investments held at amortized cost and cost, adjusted for observable price changes, and carried interest.
(3)
Level 3 amount includes corporate minority private debt investments with changes in fair value recorded in AOCI, net of tax.
(4)
Level 2 amount primarily includes fair value of derivatives (See Note 9, Derivatives and Hedging, for more information). Level 3 amount primarily includes borrowings of a consolidated CLO classified based on the significance of unobservable inputs used for calculating the fair value of consolidated CLO assets.
Level 3 Assets. Level 3 assets predominantly include investments in nonconsolidated CLOs, loans of consolidated CIPs, and corporate minority private debt investments. Investments in CLOs and loans were valued based on single-broker nonbinding quotes or quotes from pricing services which use significant unobservable inputs. BlackRock's corporate minority private debt investments were primarily valued using the income approach by discounting the expected cash flows to a single present value. For investments utilizing a discounted cashflow valuation technique, an increase (decrease) in the discount rate or risk premium in isolation could have resulted in a significantly lower (higher) fair value measurement as of December 31, 2025 and 2024.
Level 3 Liabilities. Level 3 liabilities primarily include borrowings of a consolidated CLO, which were valued based on the fair value of the assets of the consolidated CLO less the fair value of the Company’s economic interest in the CLO, as well as contingent consideration liabilities related to certain acquisitions, which were valued based upon discounted cash flow analyses using unobservable market data inputs or other valuation techniques.
At December 31, 2025 and 2024, the contingent consideration liability related to the GIP Transaction was estimated using the income approach, with certain significant inputs including risk-free discount rates of approximately 3.5% and 4.3%, respectively, as well as current estimates of the timing and amounts of fundraising forecasts, stock and AUM volatility, and correlation between stock price and AUM (Level 3 inputs). At December 31, 2025, the contingent consideration liability related to the HPS Transaction was estimated using the income approach, with certain significant inputs including a risk-free discount rate of approximately 3.7%, as well as estimates of the timing and amounts of fundraising and fee related earnings forecasts, cost of equity, and future stock price performance (Level 3 inputs). Accordingly, changes in key inputs and assumptions described will impact the amount of contingent consideration expense recorded in a reporting period until the contingency is resolved.
F-22
Nonrecurring Fair Value Measurements. During the year ended 2024, the Company assessed its intangible assets for impairment during the annual impairment assessment as of July 31, 2024 and concluded that an impairment charge was required for indefinite-lived intangible assets related to certain open-end management contracts, which reduced the carrying value of these management contracts to a fair value of $87 million. See Note 12, Intangible Assets, for more information. The fair value of these contracts was determined using a discounted cash flow analysis. The most sensitive assumptions used to determine present value were growth expectations, revenue basis points, revenue forecast, and the discount rate applied to the cash flow forecast, which are considered Level 3 inputs in the valuation hierarchy.
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for 2025
| (in millions) | December 31, 2024 | Realized and Unrealized Gains (Losses) | Purchases | Sales and Maturities | Issuances and Other Settlements**(1)** | Transfers into Level 3 | Transfers out of Level 3 | December 31, 2025 | Total Net Unrealized Gains (Losses) Included in Earnings**(2)** | ||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||||||||||||||
| Trading debt securities | $ | 7 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 7 | $ | — | |||||||||||||||||
| Equity securities/mutual funds | — | — | 136 | — | — | — | — | 136 | — | ||||||||||||||||||||||||||
| Loans | 135 | (8 | ) | 15 | (142 | ) | — | — | — | — | — | ||||||||||||||||||||||||
| CLOs held at fair value | 72 | (11 | ) | 10 | (3 | ) | 21 | — | (16 | ) | 73 | (10 | ) | ||||||||||||||||||||||
| Total investments | 214 | (19 | ) | 161 | (145 | ) | 21 | — | (16 | ) | 216 | (10 | ) | ||||||||||||||||||||||
| Other assets | 149 | 18 | — | — | — | — | (16 | ) | 151 | 18 | |||||||||||||||||||||||||
| Total assets | $ | 363 | $ | (1 | ) | $ | 161 | $ | (145 | ) | $ | 21 | $ | — | $ | (32 | ) | $ | 367 | $ | 8 | ||||||||||||||
| (in millions) | December 31, 2024 | Realized and Unrealized (Gains) Losses**(3)** | Purchases | Sales and Maturities | Issuances and Other Settlements**(1)** | Transfers into Level 3 | Transfers out of Level 3 | December 31, 2025 | Total Net Unrealized (Gains) Losses Included in Earnings**(2)(3)** | ||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Contingent consideration liabilities | $ | 4,302 | $ | 729 | $ | — | $ | — | $ | 3,398 | $ | — | $ | — | $ | 8,429 | $ | 729 | |||||||||||||||||
| Other liabilities | 129 | (17 | ) | — | — | (112 | ) | — | — | — | — | ||||||||||||||||||||||||
| Total liabilities | $ | 4,431 | $ | 712 | $ | — | $ | — | $ | 3,286 | $ | — | $ | — | $ | 8,429 | $ | 729 |
(1)
Issuances and other settlements amounts include acquired CLOs and a contingent liability primarily related to the HPS Transaction, and repayments of borrowings of a consolidated CLO.
(2)
Earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at the reporting date.
(3)
Amount includes changes in fair value of contingent consideration recorded within expense on the consolidated statements of income.
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for 2024
| (in millions) | December 31, 2023 | Realized and Unrealized Gains (Losses) | Purchases | Sales and Maturities | Issuances and Other Settlements**(1)** | Transfers into Level 3 | Transfers out of Level 3 | December 31, 2024 | Total Net Unrealized Gains (Losses) Included in Earnings**(2)** | ||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||||||||||||||
| Trading debt securities | $ | 42 | $ | 3 | $ | 35 | $ | (1 | ) | $ | — | $ | — | $ | — | $ | 79 | $ | 3 | ||||||||||||||||
| Loans | 175 | 7 | 402 | (455 | ) | — | 12 | (6 | ) | 135 | 7 | ||||||||||||||||||||||||
| Total investments | 217 | 10 | 437 | (456 | ) | — | 12 | (6 | ) | 214 | 10 | ||||||||||||||||||||||||
| Other assets | 120 | (8 | ) | 37 | — | — | — | — | 149 | (8 | ) | ||||||||||||||||||||||||
| Total assets | $ | 337 | $ | 2 | $ | 474 | $ | (456 | ) | $ | — | $ | 12 | $ | (6 | ) | $ | 363 | $ | 2 | |||||||||||||||
| (in millions) | December 31, 2023 | Realized and Unrealized (Gains) Losses | Purchases | Sales and Maturities | Issuances and Other Settlements**(1)** | Transfers into Level 3 | Transfers out of Level 3 | December 31, 2024 | Total Net Unrealized (Gains) Losses Included in Earnings**(2)** | ||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Contingent consideration liabilities | $ | 99 | $ | (42 | ) | $ | — | $ | — | $ | 4,245 | $ | — | $ | — | $ | 4,302 | $ | (42 | ) | |||||||||||||||
| Other liabilities | 180 | 7 | — | — | (58 | ) | — | — | 129 | 7 | |||||||||||||||||||||||||
| Total liabilities | $ | 279 | $ | (35 | ) | $ | — | $ | — | $ | 4,187 | $ | — | $ | — | $ | 4,431 | $ | (35 | ) |
(1)
Issuances and other settlements amounts include contingent consideration liabilities related to the SpiderRock and GIP Transactions and repayments of borrowings of a consolidated CLO.
(2)
Earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at the reporting date.
Realized and Unrealized Gains (Losses) for Level 3 Assets and Liabilities. Realized and unrealized gains (losses) recorded for Level 3 assets and liabilities are reported in nonoperating income (expense) or AOCI for corporate minority private debt investments. A portion of net income (loss) related to securities held by CIPs is allocated to NCI - CIPs to reflect net income (loss) not attributable to the Company.
Transfers in and/or out of Levels. Transfers in and/or out of levels are reflected when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable/unobservable.
F-23
Disclosures of Fair Value for Financial Instruments Not Held at Fair Value. At December 31, 2025 and 2024, the fair value of the Company’s financial instruments not held at fair value are categorized in the table below:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||
| (in millions) | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | Fair Value Hierarchy | ||||||||||||||
| Financial assets**(1)****:** | |||||||||||||||||||
| Cash and cash equivalents | $ | 11,468 | $ | 11,468 | $ | 12,762 | $ | 12,762 | Level 1 | (2)(3) | |||||||||
| Other assets | 103 | 103 | 86 | 86 | Level 1 | (2)(4) | |||||||||||||
| Financial liabilities: | |||||||||||||||||||
| Long-term borrowings | $ | 12,768 | $ | 12,546 | $ | 12,314 | $ | 11,680 | Level 2 | (5) | |||||||||
| Other liabilities | 302 | 302 | — | — | Level 2 | (6) |
(1)
See Note 5*, Investments*, for further information on investments not held at fair value.
(2)
Cash and cash equivalents, other than money market funds, are carried at either cost or amortized cost, which approximates fair value due to their short-term maturities.
(3)
At December 31, 2025 and 2024, approximately $5.3 billion and $6.2 billion, respectively, of money market funds were recorded within cash and cash equivalents on the consolidated statements of financial condition. Money market funds are valued based on quoted market prices, or $1.00 per share, which generally is the NAV of the fund.
(4)
At December 31, 2025 and 2024, other assets included cash collateral of approximately $81 million and $69 million, respectively. See Note 9, Derivatives and Hedging for further information on derivatives held by the Company. In addition, other assets included $22 million and $17 million of restricted cash at December 31, 2025 and 2024, respectively.
(5)
Long-term borrowings are recorded at amortized cost, net of debt issuance costs. The fair value of the long-term borrowings, including the current portion of long-term borrowings, is determined using market prices and the EUR/USD foreign exchange rate at the end of December 2025 and 2024, respectively. See Note 15, Borrowings, for the fair value of each of the Company’s long-term borrowings.
(6)
Other liabilities include repurchase agreements related to CLO financing arrangements to finance portions of investments in certain CLOs managed by the Company. Repurchase agreements were recorded at amortized cost, which approximates fair value, with maturity dates ranging from 2034 to 2039.
F-24
Investments in Certain Entities that Calculate NAV Per Share
As a practical expedient to value certain investments that do not have a readily determinable fair value and have attributes of an investment company, the Company uses NAV as the fair value. The following tables list information regarding all investments that use a fair value measurement to account for both their financial assets and financial liabilities in their calculation of a NAV per share (or equivalent).
December 31, 2025
| (in millions) | Ref | Fair Value | Total Unfunded Commitments | Redemption Frequency | Redemption Notice Period | ||||||||
| Equity method**(1)****:** | |||||||||||||
| Hedge funds/funds of hedge funds/other | (a) | $ | 446 | $ | 150 | Quarterly (12%) N/R (88%) | 1 – 90 days | ||||||
| Private equity funds | (b) | 510 | 225 | N/R | N/R | ||||||||
| Real assets funds | (c) | 524 | 1,870 | Quarterly (7%) N/R (93%) | 60 days | ||||||||
| Investments related to deferred cash compensation plan | (d) | 300 | — | Monthly | 1 – 90 days | ||||||||
| Other investments: | |||||||||||||
| Private credit fund | (a) | 140 | — | Quarterly | 30 days | ||||||||
| Consolidated sponsored investment products: | |||||||||||||
| Real assets funds | (c) | 372 | 29 | N/R | N/R | ||||||||
| Private equity funds | (e) | 181 | 34 | N/R | N/R | ||||||||
| Hedge funds/other | (a) | 385 | 48 | Quarterly (89%) N/R (11%) | 60 – 90 days | ||||||||
| Total | $ | 2,858 | $ | 2,356 |
December 31, 2024
| (in millions) | Ref | Fair Value | Total Unfunded Commitments | Redemption Frequency | Redemption Notice Period | |||||||||
| Equity method**(1)****:** | ||||||||||||||
| Hedge funds/funds of hedge funds/other | (a) | $ | 552 | $ | 138 | Daily/Monthly (2%) Quarterly (10%) N/R (88%) | 1 – 90 days | |||||||
| Private equity funds | (b) | 1,060 | 227 | N/R | N/R | |||||||||
| Real assets funds | (c) | 520 | 710 | Quarterly (7%) N/R (93%) | 60 days | |||||||||
| Investments related to deferred cash compensation plan | (d) | 173 | — | Monthly | 1 – 90 days | |||||||||
| Consolidated sponsored investment products: | ||||||||||||||
| Real assets funds | (c) | 175 | 40 | N/R | N/R | |||||||||
| Private equity funds | (e) | 7 | 42 | N/R | N/R | |||||||||
| Hedge funds/other | (a) | 92 | 58 | Quarterly (64%) N/R (36%) | 90 days | |||||||||
| Total | $ | 2,579 | $ | 1,215 |
N/R – Not Redeemable
(1)
Comprised of equity method investments, which include investment companies that account for their financial assets and most financial liabilities under fair value measures; therefore, the Company’s investment in such equity method investees approximates fair value.
(a)
This category includes hedge funds, funds of hedge funds, and other funds that invest primarily in equities, fixed income securities, private credit, opportunistic and mortgage instruments and other third-party hedge funds. The fair values of the investments have been estimated using the NAV of the Company’s ownership interest in partners’ capital. The liquidation period for the investments in the funds that are not subject to redemption is unknown at both December 31, 2025 and 2024.
(b)
This category includes private equity funds that initially invest in nonmarketable securities of private companies, which ultimately may become public in the future. The fair values of these investments have been estimated using capital accounts representing the Company’s ownership interest in the funds and may also include other performance inputs. The Company’s investment in each fund is not subject to redemption and is normally returned through distributions as a result of the liquidation of the underlying assets of the private equity funds. The liquidation period for the investments in these funds is unknown at both December 31, 2025 and 2024.
(c)
This category includes several real assets funds that invest directly and indirectly in real estate or infrastructure. The fair values of the investments have been estimated using capital accounts representing the Company’s ownership interest in the funds. The Company’s investments that are not subject to redemption or are not currently redeemable are normally returned through distributions and realizations of the underlying assets of the funds. The liquidation period for the investments in the funds that are not subject to redemptions is unknown at both December 31, 2025 and 2024. The total remaining unfunded commitments were $1.9 billion and $750 million at December 31, 2025 and 2024, respectively. The Company’s portion of the total remaining unfunded commitments was $1.9 billion and $736 million at December 31, 2025 and 2024, respectively.
(d)
This category includes hedge funds and funds of hedge funds that invest primarily in equities, fixed income securities, mortgage instruments and other third-party hedge funds. The fair values of the investments have been estimated using the NAV of the Company's ownership interest in partners' capital. The investments in hedge funds will be redeemed upon settlement of certain deferred cash compensation liabilities.
(e)
This category includes the underlying third-party private equity funds within consolidated BlackRock sponsored private equity funds of funds. These investments are not subject to redemption or are not currently redeemable; however, for certain funds, the Company may sell or transfer its interest, which may need approval by the general partner of the underlying funds. Due to the nature of the investments in this category, the Company reduces its investment by distributions that are received through the realization of the underlying assets of the funds. The liquidation period for the underlying assets of these funds is unknown.
F-25
Fair Value Option
At December 31, 2025 and 2024, the Company elected the fair value option for certain investments in CLOs of approximately $568 million and $72 million, respectively, reported within investments.
In addition, the Company had elected the fair value option for the bank loans and borrowings of a previously consolidated CLO, which was recorded within investments and other liabilities, respectively. The following table summarizes the information related to these bank loans and borrowings at December 31, 2025 and 2024:
| December 31, | December 31, | |||||||
| (in millions) | 2025 | 2024 | ||||||
| CLO loans: | ||||||||
| Aggregate principal amounts outstanding | $ | — | $ | 156 | ||||
| Fair value | — | 141 | ||||||
| Aggregate unpaid principal balance in excess of (less than) fair value | $ | — | $ | 15 | ||||
| CLO borrowings: | ||||||||
| Aggregate principal amounts outstanding | $ | — | $ | 146 | ||||
| Fair value | — | 129 | ||||||
| Aggregate unpaid principal balance in excess of (less than) fair value | $ | — | $ | 17 |
During the year ended December 31, 2025 and 2024, the net gains (losses) from the change in fair value of the bank loans and borrowings held by the previously consolidated CLO were not material and were recorded in net gain (loss) on the consolidated statements of income. The change in fair value of the assets and liabilities included interest income and expense, respectively.
9**. Derivatives and Hedging**
The Company maintains a program to enter into exchange traded futures as a macro hedging strategy to hedge market price and interest rate exposures with respect to its total portfolio of seed investments in sponsored investment products. The Company had outstanding exchange traded futures related to this macro hedging strategy with aggregate notional values of approximately $1.7 billion and $1.8 billion at December 31, 2025 and 2024, with expiration dates during the first quarter of 2026 and 2025, respectively.
In addition, the Company enters into exchange traded futures to economically hedge the exposure to market movements on certain deferred cash compensation plans. The Company had outstanding exchange traded futures with aggregate notional values related to its deferred cash compensation hedging program of approximately $231 million and $197 million at December 31, 2025 and 2024, with expiration dates during the first quarter of 2026 and 2025, respectively.
Changes in the value of the futures contracts are recognized as gains or losses within nonoperating income (expense). Variation margin payments, which represent settlements of profit/loss, are generally received or made daily, and are reflected in other assets and other liabilities on the consolidated statements of financial condition. These amounts were not material as of December 31, 2025 and 2024.
The Company executes forward foreign currency exchange contracts to mitigate the risk of certain foreign exchange movements. At December 31, 2025 and 2024, the Company had outstanding forward foreign currency exchange contracts with aggregate notional values of approximately $3.0 billion and $3.6 billion, with expiration dates during the first quarter of 2026 and 2025, respectively.
At both December 31, 2025 and 2024, the Company had a derivative providing credit protection with a notional amount of approximately $17 million to a counterparty, representing the Company’s maximum risk of loss with respect to the derivative. The Company carries the derivative at fair value based on the expected discounted future cash outflows under the arrangement.
The following table presents the fair values of derivative instruments recognized in the consolidated statements of financial condition at December 31, 2025:
| Assets | Liabilities | ||||||||||||||||||
| Statement of Financial Condition | December 31, | December 31, | Statement of Financial Condition | December 31, | December 31, | ||||||||||||||
| (in millions) | Classification | 2025 | 2024 | Classification | 2025 | 2024 | |||||||||||||
| Derivative instruments | |||||||||||||||||||
| Forward foreign currency exchange contracts | Other assets | $ | 10 | $ | 7 | Other liabilities | $ | 1 | $ | 35 |
The following table presents realized and unrealized gains (losses) recognized in the consolidated statements of income on derivative instruments:
| Gains (Losses) | ||||||||||||||
| (in millions) | Statement of Income Classification | 2025 | 2024 | 2023 | ||||||||||
| Derivative instruments | ||||||||||||||
| Exchange traded futures(1) | Net gain (loss) on investments | $ | **(**199 | ) | $ | (30 | ) | $ | (88 | ) | ||||
| Forward foreign currency exchange contracts | General and administration expense | 72 | 5 | 98 | ||||||||||
| Total gain (loss) from derivative instruments | $ | **(**127 | ) | $ | (25 | ) | $ | 10 |
(1)
Amounts for 2025, 2024 and 2023 include $230 million, $48 million and $112 million of losses on futures used as a macro hedging strategy of seed investments, respectively. In addition, amounts for 2025, 2024 and 2023 include $31 million, $18 million and $24 million of gains on futures used to economically hedge certain deferred cash compensation plans, respectively.
The Company's CIPs may utilize derivative instruments as a part of the funds' investment strategies. The change in fair value of such derivatives, which is recorded in nonoperating income (expense), was not material for 2025, 2024 and 2023.
See Note 15, Borrowings, for more information on the Company’s net investment hedge.
F-26
10**. Property and Equipment**
Property and equipment consists of the following:
| Estimated Useful | December 31, | |||||||||
| (in millions) | Life-In Years | 2025 | 2024 | |||||||
| Property and equipment: | ||||||||||
| Land | N/A | $ | 6 | $ | 6 | |||||
| Building | 39 | 33 | 33 | |||||||
| Building improvements | 15 | 34 | 32 | |||||||
| Leasehold improvements | 1-15 | 1,256 | 1,048 | |||||||
| Equipment and computer software | 3 | 1,213 | 1,136 | |||||||
| Other transportation equipment | 8-10 | 199 | 198 | |||||||
| Furniture and fixtures | 7 | 141 | 101 | |||||||
| Construction in progress | N/A | 66 | 102 | |||||||
| Total | 2,948 | 2,656 | ||||||||
| Less: Accumulated depreciation and amortization | 1,692 | 1,553 | ||||||||
| Property and equipment, net | $ | 1,256 | $ | 1,103 |
N/A – Not Applicable
Qualifying software costs of approximately $121 million, $105 million and $103 million have been capitalized within equipment and computer software during 2025, 2024 and 2023, respectively, and are being amortized over an estimated useful life of three years.
Depreciation and amortization expense was $297 million, $270 million and $263 million for 2025, 2024 and 2023, respectively.
11**. Goodwill**
Goodwill activity during 2025 and 2024 was as follows:
| (in millions) | 2025 | 2024 | ||||||
| Beginning of year balance | $ | 25,949 | $ | 15,524 | ||||
| Acquisitions(1) | 9,343 | 10,428 | ||||||
| Other | **(**9 | ) | (3 | ) | ||||
| End of year balance | $ | 35,283 | $ | 25,949 |
(1)
2025 amount primarily includes goodwill of $6.8 billion and $2.4 billion and $0.2 billion in connection with the HPS, Preqin and ElmTree Transactions, respectively. 2024 amount represents goodwill of $10.3 billion related to the GIP Transaction and $0.1 billion related to the SpiderRock Transaction. See Note 3, Acquisitions, for further information.
BlackRock assessed its goodwill for impairment as of July 31, 2025, 2024 and 2023 and considered such factors as the book value and the market capitalization of the Company. The impairment assessment indicated no impairment charges were required. The Company continues to monitor its book value per share compared with closing prices of its common stock as well as qualitative factors for potential indicators of impairment. At December 31, 2025, the Company’s common stock closed at a market price of $1,070, which exceeded its book value of $360 per share.
F-27
12**. Intangible Assets**
Intangible assets at December 31, 2025 and 2024 consisted of the following:
| (in millions) | Remaining Weighted-Average Estimated Useful Life (years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
| At December 31, 2025 | ||||||||||||||
| Indefinite-lived intangible assets**(1)****:** | ||||||||||||||
| Management contracts | N/A | $ | 19,019 | $ | — | $ | 19,019 | |||||||
| Trade names/trademarks | N/A | 1,403 | — | 1,403 | ||||||||||
| License | N/A | 6 | — | 6 | ||||||||||
| Total indefinite-lived intangible assets | 20,428 | — | 20,428 | |||||||||||
| Finite-lived intangible assets**(1)****:** | ||||||||||||||
| Management contracts | 7.1 | 4,927 | 665 | 4,262 | ||||||||||
| Investor/customer relationships | 10.3 | 3,617 | 592 | 3,025 | ||||||||||
| Technology-related | 3.4 | 382 | 206 | 176 | ||||||||||
| Trade names/trademarks | 8.6 | 96 | 19 | 77 | ||||||||||
| Total finite-lived intangible assets | 8.3 | 9,022 | 1,482 | 7,540 | ||||||||||
| Total intangible assets | $ | 29,450 | $ | 1,482 | $ | 27,968 | ||||||||
| At December 31, 2024 | ||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||
| Management contracts | N/A | $ | 16,119 | $ | — | $ | 16,119 | |||||||
| Trade names/trademarks | N/A | 1,403 | — | 1,403 | ||||||||||
| License | N/A | 6 | — | 6 | ||||||||||
| Total indefinite-lived intangible assets | 17,528 | — | 17,528 | |||||||||||
| Finite-lived intangible assets**(2)****:** | ||||||||||||||
| Management contracts | 7.6 | 2,028 | 215 | 1,813 | ||||||||||
| Investor/customer relationships | 11.2 | 1,623 | 414 | 1,209 | ||||||||||
| Technology-related | 3.5 | 257 | 144 | 113 | ||||||||||
| Trade names/trademarks | 9.6 | 89 | 9 | 80 | ||||||||||
| Total finite-lived intangible assets | 8.9 | 3,997 | 782 | 3,215 | ||||||||||
| Total intangible assets | $ | 21,525 | $ | 782 | $ | 20,743 |
N/A – Not Applicable
(1)
Amount primarily includes approximately $3.0 billion of indefinite-lived management contracts, $2.7 billion of finite-lived management contracts and $1 billion of finite-lived investor relationships acquired in connection with the HPS Transaction and $1.1 billion of finite-lived customer relationships and $125 million of finite-lived technology-related intangible assets acquired in connection with the Preqin Transaction (see Note 3, Acquisitions, for further information). Additionally, in connection with the ElmTree Transaction, the Company acquired approximately $115 million of finite-lived management contracts and investor relationships.
(2)
In connection with the GIP Transaction, the Company acquired approximately $1.8 billion of finite-lived management contracts, $820 million of finite-lived investor relationships and $80 million of a finite-lived trade name (see Note 3, Acquisitions, for further information).
The impairment test performed for intangible assets as of July 31, 2025 and 2023 indicated no impairment charges were required.
The impairment tests performed for intangible assets as of July 31, 2024 indicated that an impairment charge was required for indefinite-lived intangible assets related to certain acquired open-end management contracts, primarily driven by quantitative factors, such as reduced growth expectations, a decrease in revenue basis points and net client outflows. As a result, the Company recorded a noncash impairment charge of $50 million, which is included within amortization and impairment of intangible assets expense on the consolidated statements of income for the year ended December 31, 2024. No impairment charges were required for any other intangible assets.
Estimated amortization expense for finite-lived intangible assets for each of the five succeeding years is as follows:
| (in millions) | ||||
| Year | Amount | |||
| 2026 | $ | 1,104 | ||
| 2027 | 1,038 | |||
| 2028 | 927 | |||
| 2029 | 852 | |||
| 2030 | 809 |
F-28
13**. Leases**
The following table presents components of lease cost included in general and administration expense on the consolidated statements of income:
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Lease cost: | ||||||||||||
| Operating lease cost(1) | $ | 233 | $ | 183 | $ | 189 | ||||||
| Variable lease cost(2) | 69 | 60 | 49 | |||||||||
| Total lease cost | $ | 302 | $ | 243 | $ | 238 |
(1)
Amounts include short-term leases, which are immaterial for 2025, 2024 and 2023.
(2)
Amounts include operating lease payments, which may be adjusted based on usage, changes in an index or market rate, as well as common area maintenance charges and other variable costs not included in the measurement of ROU assets and operating lease liabilities.
Supplemental information related to operating leases is summarized below:
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Supplemental cash flow information: | |||||||||||
| Operating cash flows from operating leases included in the measurement of operating lease liabilities | $ | 210 | $ | 183 | $ | 142 | |||||
| Supplemental noncash information: | |||||||||||
| ROU assets in exchange for operating lease liabilities(1) | $ | 489 | $ | 235 | $ | 32 |
(1) Amount for 2025 includes $178 million of ROU assets obtained in connection with the HPS Transaction. Amount for 2024 includes $75 million of ROU assets obtained in connection with the GIP Transaction. See Note 3, Acquisitions, for further information.
| December 31, 2025 | December 31, 2024 | |||||||
| Lease term and discount rate: | ||||||||
| Weighted-average remaining lease term | 13 | years | 14 | years | ||||
| Weighted-average discount rate | 4 | % | 3 | % |
| (in millions) | ||||
| Maturity of operating lease liabilities at December 31, 2025 | Amount | |||
| 2026 | $ | 237 | ||
| 2027 | 246 | |||
| 2028 | 239 | |||
| 2029 | 227 | |||
| 2030 | 218 | |||
| Thereafter | 1,617 | |||
| Total lease payments | 2,784 | |||
| Less: Imputed interest | **(**556 | ) | ||
| Present value of lease liabilities | $ | 2,228 |
14. Other Assets
The Company records certain corporate investments, which exclude seed and co-investments in the Company's sponsored investment products, within other assets on the consolidated statements of financial condition.
At December 31, 2025 and 2024, the Company had $1.6 billion and $888 million, respectively, of corporate equity method investments, recorded within other assets. At December 31, 2025 and 2024, the Company's ownership interest in its minority investment in iCapital Network Inc. ("iCapital") was approximately 22% and 24%, respectively, and the carrying value of the Company's interest was $711 million and $652 million, respectively. In accordance with GAAP, certain equity method investees, including iCapital, do not account for both their financial assets and liabilities under fair value measures; therefore, the Company’s investment in such equity method investees may not represent fair value.
At December 31, 2025 and 2024, the Company had $780 million and $438 million, respectively, of other nonequity method corporate minority investments recorded within other assets. These investments include equity securities, generally measured at fair value or under the measurement alternative to fair value for nonmarketable securities, and corporate minority private debt investments measured at fair value. Changes in value of the equity securities are recorded in nonoperating income (expense) and changes in value of the debt securities are recorded in AOCI, net of tax. See Note 2, Significant Accounting Policies, for further information.
F-29
15**. Borrowings**
Short-Term Borrowings
2025 Revolving Credit Facility. The Company maintains an unsecured revolving credit facility, which is available for working capital and general corporate purposes (the “2025 Credit Facility”). In April 2025, the 2025 Credit Facility was amended to, among other things, (1) increase the aggregate commitment amount by $500 million to $5.9 billion, (2) extend the maturity date to March 2030 for lenders (other than one non-extending lender) pursuant to the Company's option to request extensions of the maturity date available under the 2025 Credit Facility (with the commitment of the non-extending lender maturing in March 2028) and (3) change the threshold for the maximum consolidated leverage ratio covenant to 3.5 to 1. The amended 2025 Credit Facility permits the Company to request up to an additional $1.4 billion of borrowing capacity, subject to lender credit approval, which could increase the overall size of the 2025 Credit Facility to an aggregate principal amount of up to $7.3 billion. Interest on outstanding borrowings accrues at an applicable benchmark rate for the denominated currency of the loan, plus a spread. The 2025 Credit Facility requires the Company not to exceed a maximum consolidated leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less unrestricted cash) of 3.5 to 1, which was satisfied with a ratio of less than 1 to 1 at December 31, 2025. At December 31, 2025, the Company had no amount outstanding under the 2025 Credit Facility.
Commercial Paper Program. The Company may issue short-term unsecured commercial paper notes (the “CP Notes”) on a private-placement basis up to a maximum aggregate amount outstanding at any time of $5 billion. The payments of the CP Notes have been unconditionally guaranteed by BlackRock Finance, Inc. (formerly known as BlackRock, Inc.) ("Old BlackRock") (the "CP Notes Guarantee"). The CP Notes will rank equal in right of payment with all of BlackRock's other unsubordinated indebtedness, and the obligations of Old BlackRock under the CP Notes Guarantee will rank equal in right of payment with all of Old BlackRock's other unsubordinated indebtedness. Net proceeds of issuances of the CP Notes are expected to be used for general corporate purposes. The commercial paper program is currently supported by the 2025 Credit Facility. At December 31, 2025, BlackRock had no CP Notes outstanding.
Subsidiary Credit Facility. BlackRock Investment Management (UK) Limited ("BIM UK"), a wholly owned subsidiary of the Company, maintains a revolving credit facility (the “Subsidiary Credit Facility”) in the amount of £25 million (or approximately $34 million based on the GBP/USD foreign exchange rate at December 31, 2025) with a rolling 364-day term structure. The Subsidiary Credit Facility is available for BIM UK's general corporate and working capital purposes. At December 31, 2025, there was no amount outstanding.
Long-Term Borrowings
The carrying value and fair value of long-term borrowings determined using market prices and EUR/USD foreign exchange rate at December 31, 2025 included the following:
| (in millions) | Maturity Amount | Unamortized Discount and Debt Issuance Costs**(1)** | Carrying Value | Fair Value | |||||||||||
| 3.20% Notes due 2027(2) | $ | 700 | $ | **(**1 | ) | $ | 699 | $ | 696 | ||||||
| 4.60% Notes due 2027 | 800 | **(**2 | ) | 798 | 810 | ||||||||||
| 4.70% Notes due 2029 | 500 | **(**3 | ) | 497 | 511 | ||||||||||
| 3.25% Notes due 2029(2) | 1,000 | **(**5 | ) | 995 | 978 | ||||||||||
| 2.40% Notes due 2030(2) | 1,000 | **(**3 | ) | 997 | 935 | ||||||||||
| 1.90% Notes due 2031(2) | 1,250 | **(**6 | ) | 1,244 | 1,123 | ||||||||||
| 2.10% Notes due 2032(2) | 1,000 | **(**9 | ) | 991 | 883 | ||||||||||
| 4.75% Notes due 2033(2) | 1,250 | **(**15 | ) | 1,235 | 1,277 | ||||||||||
| 5.00% Notes due 2034 | 1,000 | **(**6 | ) | 994 | 1,032 | ||||||||||
| 4.90% Notes due 2035 | 500 | **(**5 | ) | 495 | 510 | ||||||||||
| 3.75% Notes due 2035 | 1,175 | **(**8 | ) | 1,167 | 1,187 | ||||||||||
| 5.25% Notes due 2054 | 1,500 | **(**30 | ) | 1,470 | 1,436 | ||||||||||
| 5.35% Notes due 2055 | 1,200 | **(**14 | ) | 1,186 | 1,168 | ||||||||||
| Total long-term borrowings | $ | 12,875 | $ | **(**107 | ) | $ | 12,768 | $ | 12,546 |
(1)
The unamortized discount and debt issuance costs are being amortized over the term of the notes.
(2)
Issued by Old BlackRock and guaranteed by BlackRock, Inc.
Long-term borrowings at December 31, 2024 had a carrying value of $12.3 billion and a fair value of $11.7 billion determined using market prices at the end of December 2024.
2035 Notes. In April 2025, the Company issued €1.0 billion (or approximately $1.2 billion based on the EUR/USD foreign exchange rate at December 31, 2025) in aggregate principal amount of 3.75% senior unsecured and unsubordinated notes maturing July 18, 2035 (the "2035 Notes"). The 2035 Notes are listed on the New York Stock Exchange. Net proceeds are being used for general corporate purposes, which included the repayment of the 2025 Notes at maturity. Interest of approximately €38 million (or approximately $44 million based on the EUR/USD foreign exchange rate at December 31, 2025) per year is payable annually on July 18 of each year which commenced on July 18, 2025. The 2035 Notes are fully and unconditionally guaranteed (the "Guarantee") on a senior unsecured basis by Old BlackRock. The 2035 Notes and the Guarantee rank equally in right of payment with all of the Company and Old BlackRock's other unsubordinated indebtedness, respectively. The 2035 Notes may be redeemed at the option of the Company, in whole or in part, at any time prior to April 18, 2035 at a "make-whole" redemption price, or thereafter at 100% of the principal amount of the 2035 Notes, in each case plus accrued but unpaid interest. The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2035 Notes. The Company designated a portion of the 2035 Notes as a net investment hedge to offset the currency exposure related to its net investment in certain euro functional currency operations. Gain (loss) associated with the net investment hedge is recognized on the consolidated statements of comprehensive income.
The Company designated a portion of the 2035 Notes and prior to repayment, the 2025 Notes described below, as a net investment hedge to offset its currency exposure relating to its net investment in certain euro functional currency operations. A loss of $96 million (net of tax benefit of $30 million), gain of $37 million (net of tax expense of $12 million), and a loss of $20 million (net of tax benefit of $6 million) were recognized in other comprehensive income for 2025, 2024 and 2023, respectively. No hedge ineffectiveness was recognized during 2025, 2024 and 2023.
F-30
March 2024 Notes. In March 2024, the Company issued $3.0 billion in aggregate principal amount of senior unsecured and unsubordinated notes. These notes were issued as three separate series of senior debt securities including $500 million of 4.70% notes maturing on March 14, 2029 (the "March 2029 Notes"), $1.0 billion of 5.00% notes maturing on March 14, 2034 (the "2034 Notes") and $1.5 billion of 5.25% notes maturing on March 14, 2054 (the "2054 Notes") (collectively, the "March 2024 Notes"). Net proceeds were used to fund a portion of the cash consideration for the GIP Transaction, which closed in October 2024. Interest on the March 2024 Notes of approximately $152 million per year is payable semi-annually on March 14 and September 14 of each year, which commenced on September 14, 2024. The March 2024 Notes are fully and unconditionally guaranteed (the “March 2024 Notes Guarantee”) on a senior unsecured basis by Old BlackRock. The March 2024 Notes and the March 2024 Notes Guarantee rank equally in right of payment with all of BlackRock and Old BlackRock’s other unsubordinated indebtedness, respectively. The March 2024 Notes may be redeemed prior to maturity at any time in whole or in part at the option of BlackRock at the redemption prices set forth in the applicable series of March 2024 Notes.
July 2024 Notes. In July 2024, the Company issued $2.5 billion in aggregate principal amount of senior unsecured and unsubordinated notes. These notes were issued as three separate series of senior debt securities including $800 million of 4.60% notes maturing on July 26, 2027 (the "July 2027 Notes"), $500 million of 4.90% notes maturing on January 8, 2035 (the "2035 Notes") and $1.2 billion of 5.35% notes maturing on January 8, 2055 (the "2055 Notes") (collectively, the "July 2024 Notes"). Net proceeds were used to fund a portion of the cash consideration for the Preqin Transaction. The July 2024 Notes are fully and unconditionally guaranteed (the “July 2024 Notes Guarantee”) on a senior unsecured basis by Old BlackRock. The July 2024 Notes and the July 2024 Notes Guarantee rank equally in right of payment with all of BlackRock's and Old BlackRock’s other unsubordinated indebtedness, respectively. Interest on the July 2027 Notes of approximately $37 million per year is payable semi-annually on January 26 and July 26 of each year, beginning January 26, 2025. Interest on the 2035 Notes and 2055 Notes of approximately $25 million and $64 million per year, respectively, is payable semi-annually on January 8 and July 8 of each year, beginning January 8, 2025. The July 2024 Notes may be redeemed prior to maturity at any time in whole or in part at the option of BlackRock at the redemption prices set forth in the applicable series of July 2024 Notes.
2033 Notes. In May 2023, the Company issued $1.25 billion in aggregate principal amount of 4.75% senior unsecured notes maturing on May 25, 2033 (the “2033 Notes”). The net proceeds of the 2033 Notes are being used for general corporate purposes. Interest of approximately $59 million per year is payable semi-annually on May 25 and November 25 of each year, commencing on November 25, 2023. The 2033 Notes may be redeemed at the option of the Company, in whole or in part, at any time prior to February 25, 2033 at a "make-whole" redemption price, or thereafter at 100% of the principal amount of the 2033 Notes, in each case plus accrued but unpaid interest.
2032 Notes. In December 2021, the Company issued $1 billion in aggregate principal amount of 2.10% senior unsecured and unsubordinated notes maturing on February 25, 2032 (the “2032 Notes”). The net proceeds of the 2032 Notes were used for general corporate purposes, which included the repayment of the $750 million 3.375% Notes in June 2022. Interest of approximately $21 million per year is payable semi-annually on February 25 and August 25 of each year, which commenced on February 25, 2022. The 2032 Notes may be redeemed prior to November 25, 2031 in whole or in part at any time, at the option of the Company, at a “make-whole” redemption price or at 100% of the principal amount of the 2032 Notes thereafter.
2031 Notes. In April 2020, the Company issued $1.25 billion in aggregate principal amount of 1.90% senior unsecured and unsubordinated notes maturing on January 28, 2031 (the “2031 Notes”). The net proceeds of the 2031 Notes were used for general corporate purposes. Interest of approximately $24 million per year is payable semi-annually on January 28 and July 28 of each year, which commenced on July 28, 2020. The 2031 Notes may be redeemed prior to October 28, 2030 in whole or in part at any time, at the option of the Company, at a “make-whole” redemption price or at 100% of the principal amount of the 2031 Notes thereafter.
2030 Notes. In January 2020, the Company issued $1 billion in aggregate principal amount of 2.40% senior unsecured and unsubordinated notes maturing on April 30, 2030 (the “2030 Notes”). The net proceeds of the 2030 Notes were used for general corporate purposes. Interest of approximately $24 million per year is payable semi-annually on April 30 and October 30 of each year, which commenced on April 30, 2020. The 2030 Notes may be redeemed prior to January 30, 2030 in whole or in part at any time, at the option of the Company, at a “make-whole” redemption price or at 100% of the principal amount of the 2030 Notes thereafter.
2029 Notes. In April 2019, the Company issued $1 billion in aggregate principal amount of 3.25% senior unsecured and unsubordinated notes maturing on April 30, 2029 (the “2029 Notes”). The net proceeds of the 2029 Notes were used for general corporate purposes, which included a portion of the purchase price for the acquisition of eFront Holdings SAS, repayment of a portion of the $1 billion 5.00% notes in December 2019 and repayment of borrowings under its commercial paper program. Interest is payable semi-annually on April 30 and October 30 of each year, which commenced on October 30, 2019, and is approximately $33 million per year. The 2029 Notes may be redeemed prior to January 30, 2029 in whole or in part at any time, at the option of the Company, at a “make-whole” redemption price or at par thereafter.
2027 Notes. In March 2017, the Company issued $700 million in aggregate principal amount of 3.20% senior unsecured and unsubordinated notes maturing on March 15, 2027 (the “2027 Notes”). The net proceeds of the 2027 Notes were used to fully repay $700 million in aggregate principal amount outstanding of 6.25% notes in April 2017 prior to their maturity in September 2017. Interest is payable semi-annually on March 15 and September 15 of each year, and is approximately $22 million per year. The 2027 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price.
2025 Notes. In May 2015, the Company issued €700 million of 1.25% senior unsecured notes, which were repaid in May 2025 at maturity (the “2025 Notes” and, together with the 2027 Notes, the 2029 Notes, the 2030 Notes, the 2031 Notes, the 2032 Notes and the 2033 Notes, the “Old BlackRock Notes”). The notes were listed on the Official List of The International Stock Exchange. The net proceeds of the 2025 Notes were used for general corporate purposes, including refinancing of outstanding indebtedness. Interest of approximately $11 million per year based on current exchange rates was payable annually on May 6 of each year.
New BlackRock Guarantee. On October 1, 2024, in connection with the closing of the GIP Transaction, BlackRock, Inc. also entered into a guarantee (the “New BlackRock Guarantee”) pursuant to which BlackRock, Inc. fully and unconditionally guaranteed, on a senior unsecured basis, the obligations of Old BlackRock with respect to the Old BlackRock Notes. The New BlackRock Guarantee ranks equally in right of payment with all of BlackRock, Inc.'s other unsubordinated indebtedness. The New BlackRock Guarantee will be automatically and unconditionally released and discharged, and BlackRock, Inc. will be released from all obligations under the New BlackRock Guarantee, in certain circumstances as described in the New BlackRock Guarantee.
F-31
16**. Commitments and Contingencies**
Investment Commitments*.* At December 31, 2025, the Company had $2.4 billion of various capital commitments to fund sponsored investment products, including CIPs. These products include various private market products, including private equity funds, real assets funds and opportunistic funds. This amount excludes additional commitments made by consolidated funds of funds to underlying third-party funds as third-party noncontrolling interest holders have the legal obligation to fund the respective commitments of such funds of funds. Generally, the timing of the funding of these commitments is unknown and the commitments are callable on demand at any time prior to the expiration of the commitment. These unfunded commitments are not recorded on the consolidated statements of financial condition. These commitments do not include potential future commitments approved by the Company that are not yet legally binding. The Company intends to make additional capital commitments from time to time to fund additional investment products for, and with, its clients.
Contingencies
Contingent Consideration Liabilities. In connection with certain acquisitions, BlackRock is required to make contingent payments, subject to the achievement of specified performance targets or satisfaction of certain post-closing events. The fair value of this contingent consideration is estimated at the time of acquisition closing and is included in contingent consideration liabilities on the consolidated statements of financial condition. The fair value of the remaining aggregate contingent payments at December 31, 2025 totaled $8.4 billion, including $4.8 billion and $3.5 billion related to the GIP and HPS Transactions, respectively. The contingent payments related to the GIP Transaction, if any, will be settled all in stock, for a number of shares ranging from 4.0 million to 5.2 million shares, subject to achieving certain performance targets. The contingent payments related to the HPS Transaction, if any, will be delivered all in Subco Units of approximately 2.8 million to 4.4 million, subject to achieving certain post-closing conditions and financial performance milestones. See Note 3, Acquisitions, for more information.
Legal Proceedings. From time to time, BlackRock receives subpoenas or other requests for information from various US federal and state governmental and regulatory authorities and international governmental and regulatory authorities in connection with industry-wide or other investigations or proceedings. It is BlackRock’s policy to cooperate fully with such matters. The Company, certain of its subsidiaries and employees have been named as defendants in various legal actions, including arbitrations and other litigations arising in connection with BlackRock's activities. Additionally, BlackRock-advised investment portfolios may be subject to lawsuits, any of which potentially could harm the investment returns of the applicable portfolio or result in the Company being liable to the portfolios for any resulting damages.
BlackRock is currently defending a lawsuit filed by thirteen state Attorneys General in Federal Court in the Eastern District of Texas against BlackRock, State Street, and Vanguard, alleging antitrust violations on the theory that the three companies conspired to artificially suppress coal supply. Four states are also pursuing alleged violations of state consumer protection laws regarding statements on BlackRock fund websites. In 2025, the court largely denied defendants' motion to dismiss.
Management, after consultation with legal counsel, currently does not anticipate that the aggregate liability arising out of regulatory matters or lawsuits will have a material effect on BlackRock’s results of operations, financial position, or cash flows. However, there is no assurance as to whether any such pending or threatened matters will have a material effect on BlackRock’s results of operations, financial position or cash flows in any future reporting period. Due to uncertainties surrounding the outcome of these matters, management cannot reasonably estimate the possible loss or range of loss that may arise from these matters.
Indemnifications. In the ordinary course of business or in connection with certain acquisition agreements, BlackRock enters into contracts pursuant to which it may agree to indemnify third parties in certain circumstances. The terms of these indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined or the likelihood of any liability is considered remote. Consequently, no liability has been recorded on the consolidated statements of financial condition.
In connection with securities lending transactions, BlackRock has agreed to indemnify certain securities lending clients against potential loss resulting from a borrower’s failure to fulfill its obligations under the securities lending agreement should the value of the collateral pledged by the borrower at the time of default be insufficient to cover the borrower’s obligation under the securities lending agreement. The amount of securities on loan as of December 31, 2025 and subject to this type of indemnification was approximately $353 billion. In the Company’s capacity as lending agent, cash and securities totaling approximately $375 billion were held as collateral for indemnified securities on loan at December 31, 2025. The fair value of these indemnifications was not material at December 31, 2025.
F-32
17**. Revenue**
The table below presents detail of revenue for 2025, 2024 and 2023 and includes the product type mix of investment advisory, administration fees and securities lending revenue and performance fees.
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Revenue: | |||||||||||
| Investment advisory, administration fees and securities lending revenue(1): | |||||||||||
| Equity: | |||||||||||
| Active | $ | 2,167 | $ | 2,166 | $ | 2,000 | |||||
| ETFs | 6,043 | 5,124 | 4,418 | ||||||||
| Equity subtotal | 8,210 | 7,290 | 6,418 | ||||||||
| Fixed income: | |||||||||||
| Active | 2,018 | 1,952 | 1,897 | ||||||||
| ETFs | 1,532 | 1,367 | 1,230 | ||||||||
| Fixed income subtotal | 3,550 | 3,319 | 3,127 | ||||||||
| Active multi-asset | 1,332 | 1,248 | 1,172 | ||||||||
| Alternatives: | |||||||||||
| Private markets | 2,350 | 1,196 | 889 | ||||||||
| Liquid alternatives | 669 | 568 | 572 | ||||||||
| Alternatives subtotal | 3,019 | 1,764 | 1,461 | ||||||||
| Non-ETF index | 1,321 | 1,183 | 1,127 | ||||||||
| Digital assets, commodities and multi-asset ETFs(2) | 502 | 247 | 185 | ||||||||
| Long-term | 17,934 | 15,051 | 13,490 | ||||||||
| Cash management | 1,245 | 1,049 | 909 | ||||||||
| Total investment advisory, administration fees and securities lending revenue**(3)** | 19,179 | 16,100 | 14,399 | ||||||||
| Investment advisory performance fees: | |||||||||||
| Equity | 132 | 161 | 99 | ||||||||
| Fixed income | 16 | 34 | 4 | ||||||||
| Multi-asset | 23 | 24 | 28 | ||||||||
| Alternatives: | |||||||||||
| Private markets | 695 | 308 | 273 | ||||||||
| Liquid alternatives | 558 | 680 | 150 | ||||||||
| Alternatives subtotal | 1,253 | 988 | 423 | ||||||||
| Total investment advisory performance fees | 1,424 | 1,207 | 554 | ||||||||
| Technology services and subscription revenue | 1,981 | 1,603 | 1,485 | ||||||||
| Distribution fees | 1,355 | 1,273 | 1,262 | ||||||||
| Advisory and other revenue: | |||||||||||
| Advisory | 50 | 49 | 81 | ||||||||
| Other | 227 | 175 | 78 | ||||||||
| Total advisory and other revenue | 277 | 224 | 159 | ||||||||
| Total revenue | $ | 24,216 | $ | 20,407 | $ | 17,859 |
(1)
Beginning in the first quarter of 2025, BlackRock reclassified the presentation of the Company's investment advisory, administration fees and securities lending revenue line items to align with the updated presentation of the Company's AUM line items. Such line items have been reclassified for 2024 and 2023 to conform to this new presentation. See page 11 of Exhibit 99.2 to the Current Report on Form 8-K furnished on April 11, 2025 for the reclassified presentation of the 2024 and 2023 investment advisory, administration fees and securities lending revenue line items.
(2)
Amounts include commodity ETFs and exchange-traded products ("ETPs").
(3)
Amounts include $705 million, $615 million and $675 million of securities lending revenue for 2025, 2024 and 2023, respectively.
The tables below present the investment advisory, administration fees and securities lending revenue by client type and investment style:
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| By client type**(1)****:** | |||||||||||
| Retail | $ | 4,534 | $ | 4,284 | $ | 4,115 | |||||
| ETFs | 8,077 | 6,738 | 5,833 | ||||||||
| Institutional: | |||||||||||
| Active | 4,313 | 3,089 | 2,624 | ||||||||
| Index | 1,010 | 940 | 918 | ||||||||
| Institutional subtotal | 5,323 | 4,029 | 3,542 | ||||||||
| Long-term | 17,934 | 15,051 | 13,490 | ||||||||
| Cash management | 1,245 | 1,049 | 909 | ||||||||
| Total | $ | 19,179 | $ | 16,100 | $ | 14,399 | |||||
| By investment style**(1)****:** | |||||||||||
| Active | $ | 8,536 | $ | 7,130 | $ | 6,530 | |||||
| ETFs | 8,077 | 6,738 | 5,833 | ||||||||
| Non-ETF index | 1,321 | 1,183 | 1,127 | ||||||||
| Long-term | 17,934 | 15,051 | 13,490 | ||||||||
| Cash management | 1,245 | 1,049 | 909 | ||||||||
| Total | $ | 19,179 | $ | 16,100 | $ | 14,399 |
(1)
Beginning in the first quarter of 2025, BlackRock reclassified the presentation of the Company's investment advisory, administration fees and securities lending revenue line items to align with the updated presentation of the Company's AUM line items. Such line items have been reclassified for 2024 and 2023 to conform to this new presentation. See page 11 of Exhibit 99.2 to the Current Report on Form 8-K furnished on April 11, 2025 for the reclassified presentation of the 2024 and 2023 investment advisory, administration fees and securities lending revenue line items.
F-33
Investment Advisory and Administration Fees – Remaining Performance Obligation
The tables below present estimated investment advisory and administration fees expected to be recognized in the future related to the unsatisfied portion of the performance obligations at December 31, 2025 and 2024:
December 31, 2025
| (in millions) | 2026 | 2027 | 2028 | Thereafter | Total | ||||||||||||||
| Investment advisory and administration fees: | |||||||||||||||||||
| Alternatives(1)(2) | $ | 492 | $ | 459 | $ | 226 | $ | 75 | $ | 1,252 |
December 31, 2024
| (in millions) | 2025 | 2026 | 2027 | Thereafter | Total | ||||||||||||||
| Investment advisory and administration fees: | |||||||||||||||||||
| Alternatives(1)(2) | $ | 427 | $ | 381 | $ | 353 | $ | 142 | $ | 1,303 |
(1)
Investment advisory and administration fees include management fees related to certain private markets products, which are determined based on known contractual committed capital outstanding at December 31, 2025 and 2024. Revenue attributed to future periods could be subject to change due to a change in business activities (e.g. post-investment period) and actual amounts could differ from amounts disclosed in the table above.
(2)
The Company elected practical expedients to exclude amounts related to (a) performance obligations with an original duration of one year or less, and (b) variable consideration related to future service periods.
Change in Deferred Carried Interest Liability
The table below presents changes in the deferred carried interest liability, which is included in other liabilities on the consolidated statements of financial condition, for the year ended December 31, 2025 and 2024:
| (in millions) | 2025 | 2024 | |||||
| Beginning balance | $ | 1,860 | $ | 1,783 | |||
| Acquisition(1) | 1,441 | — | |||||
| Net increase (decrease) in unrealized allocations | 706 | 364 | |||||
| Performance fee revenue recognized | **(**492 | ) | (287 | ) | |||
| Ending balance | $ | 3,515 | $ | 1,860 |
(1)
Amount for 2025 includes deferred carried interest acquired in connection with the HPS Transaction. See Note 3, Acquisitions, for information on the HPS Transaction.
Technology Services and Subscription Revenue – Remaining Performance Obligation
The tables below present estimated technology services and subscription revenue expected to be recognized in the future related to the unsatisfied portion of the performance obligations at December 31, 2025 and 2024:
December 31, 2025
| (in millions) | 2026 | 2027 | 2028 | Thereafter | Total | ||||||||||||||
| Technology services and subscription revenue(1)(2) | $ | 208 | $ | 121 | $ | 73 | $ | 95 | $ | 497 |
December 31, 2024
| (in millions) | 2025 | 2026 | 2027 | Thereafter | Total | ||||||||||||||
| Technology services and subscription revenue(1)(2) | $ | 134 | $ | 81 | $ | 50 | $ | 69 | $ | 334 |
(1)
Technology services and subscription revenue includes upfront payments from customers, which the Company recognizes as services are performed. Revenue attributed to future periods could be subject to change due to a change in business activities and actual amounts could differ from amounts disclosed in the table above.
(2)
The Company elected practical expedients to exclude amounts related to (a) performance obligations with an original duration of one year or less, and (b) variable consideration related to future service periods.
In addition to amounts disclosed in the tables above, certain technology services and subscription contracts require fixed minimum fees, which are billed on a monthly or quarterly basis in arrears. The Company recognizes such revenue as services are performed. As of December 31, 2025, the estimated annual fixed minimum fees for 2026 for outstanding contracts approximated $1.3 billion. The term for these contracts, which are either in their initial or renewal period, ranges from one to five years.
The table below presents changes in the technology services and subscription deferred revenue liability for the year ended December 31, 2025 and 2024, which is included in other liabilities on the consolidated statements of financial condition:
| (in millions) | 2025 | 2024 | |||||
| Beginning balance | $ | 124 | $ | 133 | |||
| Acquisition(1) | 3 | — | |||||
| Additions(2) | 218 | 84 | |||||
| Revenue recognized that was included in the beginning balance | **(**85 | ) | (93 | ) | |||
| Ending balance | $ | 260 | $ | 124 |
(1)
Amount for 2025 includes deferred revenue acquired in connection with the Preqin Transaction, net of revenue recognized. See Note 3, Acquisitions, for information on the Preqin Transaction.
(2)
Amounts are net of revenue recognized.
F-34
18**. Stock-Based Compensation**
Prior to May 15, 2024, the Company maintained the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan. On May 15, 2024, the Company adopted, pursuant to shareholder approval, the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan (the "Award Plan"). Any awards granted on or after May 15, 2024 are granted pursuant to such plan.
The components of stock-based compensation expense are as follows:
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Stock-based compensation: | |||||||||||
| RSUs(1) | $ | 1,282 | $ | 718 | $ | 596 | |||||
| Stock options | 25 | 35 | 34 | ||||||||
| Total stock-based compensation(2) | $ | 1,307 | $ | 753 | $ | 630 |
(1)
Amount for 2025 includes incentive retention awards granted in connection with the HPS and GIP Transactions of $394 million and $142 million, respectively. Amount for 2024 includes $71 million of incentive retention awards granted in connection with the GIP Transaction.
(2)
Amounts for 2025 and 2023 include $12 million and $14 million, respectively, of compensation expense for accelerated vesting of previously granted stock-based compensation awards recognized as part of restructuring charges. See Note 24, Restructuring Charge for more information*.*
Stock Award and Incentive Plan. Pursuant to the Award Plan, options to purchase shares of the Company’s common stock at an exercise price not less than the market value of BlackRock’s common stock on the date of grant in the form of stock options, restricted stock or RSUs may be granted to employees and nonemployee directors. A maximum of 48,500,000 shares of common stock were authorized for issuance under the Award Plan. Of this amount, 6,154,871 shares remain available for future awards at December 31, 2025. Upon exercise of employee stock options, the issuance of restricted stock or the vesting of RSUs, the Company generally issues shares out of treasury to the extent available.
RSUs
Time-Based RSUs
Pursuant to the Award Plan, RSUs may be granted to certain employees. Substantially all RSUs vest over periods ranging from one to five years and are expensed using the straight-line method over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. RSUs are not considered participating securities for purposes of calculating EPS as the dividend equivalents are subject to forfeiture prior to vesting of the award.
RSU activity for 2025 is summarized below.
| Outstanding at | RSUs | Weighted- Average Grant Date Fair Value | |||||
| December 31, 2024 | 2,297,665 | $ | 793.08 | ||||
| Granted | 1,745,842 | $ | 991.30 | ||||
| Converted | (649,378 | ) | $ | 796.68 | |||
| Forfeited | (156,422 | ) | $ | 851.75 | |||
| December 31, 2025 | 3,237,707 | $ | 896.41 |
In July 2025, in connection with the HPS Transaction, the Company granted incentive retention awards of approximately 680,000 RSUs that vest in increasing yearly increments over five years from the date of grant and approximately 270,000 RSUs that cliff vested 100% as of December 31, 2025. The weighted-average grant date fair value of these awards were $991.52 and $957.42, respectively.
The Company values RSUs at their grant-date fair value as measured by BlackRock’s common stock price. For certain incentive retention RSUs, which were granted in connection with the HPS Transaction in July 2025, and which are subject to a mandatory holding period post vesting, the grant-date fair value was discounted for the lack of marketability related to the holding period. For certain incentive retention RSUs, which were granted in connection with the GIP Transaction in October of 2024, and which are not entitled to participate in dividends until they vest, the grant-date fair value was reduced by the present value of the dividends expected to be paid on the common shares during the vesting period (present value was determined using a risk-free interest rate). The grant-date fair market value of RSUs granted to employees during 2025, 2024 and 2023 was $1.7 billion, $1.1 billion and $565 million, respectively. The total grant-date fair market value of RSUs converted to common stock during 2025, 2024 and 2023 was $517 million, $592 million and $592 million, respectively.
RSUs granted under the Award Plan in connection with annual incentive compensation and incentive retention awards in connection with the GIP and HPS Transactions primarily related to the following:
| 2025 | 2024 | 2023 | |||||||||
| Awards granted that vest ratably over three years from the date of grant | 369,169 | 346,831 | 342,706 | ||||||||
| Awards granted that vest with varying vesting periods | 173,599 | 204,622 | 169,764 | ||||||||
| Awards granted that vest in increasing yearly increments over five years(1) | 680,691 | — | — | ||||||||
| Awards granted that cliff vest 100% on: | |||||||||||
| December 31, 2025(1) | 269,930 | — | — | ||||||||
| January 31, 2026 | — | — | 259,465 | ||||||||
| January 31, 2027 | — | 343,418 | — | ||||||||
| January 31, 2028 | 221,825 | — | — | ||||||||
| October 1, 2029(1) | 30,628 | 500,440 | — | ||||||||
| Total awards granted | 1,745,842 | 1,395,311 | 771,935 |
(1)
Includes incentive retention awards granted in connection with the HPS and GIP Transactions.
At December 31, 2025, the intrinsic value of outstanding RSUs was $3.5 billion, reflecting a closing stock price of $1,070.
At December 31, 2025, total unrecognized stock-based compensation expense related to unvested RSUs was $1.4 billion. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2 years.
F-35
In January 2026, pursuant to the Award Plan, the Company granted approximately:
342,000 RSUs to employees as part of annual incentive compensation that vest ratably over three years from the date of grant;
320,000 RSUs to employees that cliff vest 100% on January 31, 2029; and
36,000 RSUs to employees with various vesting schedules.
Performance-Based RSUs
Pursuant to the Award Plan, performance-based RSUs may be granted to certain employees. Each performance-based award consists of a “base” number of RSUs granted to the employee. The number of shares that an employee ultimately receives at vesting will be equal to the base number of performance-based RSUs granted, multiplied by a predetermined percentage determined in accordance with the level of attainment of Company performance measures during the performance period and could be higher or lower than the original RSU grant. Performance-based RSUs are not considered participating securities as the dividend equivalents are subject to forfeiture prior to vesting of the award.
In the first quarter of 2025, 2024 and 2023, the Company granted approximately 136,000, 166,000 and 170,000, respectively, performance-based RSUs to certain employees that cliff vest 100% on January 31, 2028, 2027 and 2026, respectively. These awards are amortized over a service period of three years. In 2025, the Company reduced the number of original shares granted in 2022 by 71,866 RSUs based on the level of attainment of Company performance measures during the performance period.
In October 2024, in connection with the GIP Transaction, the Company awarded a target amount of approximately 210,000 incentive retention performance-based RSUs to certain employees subject to achievement of certain performance targets. The number of shares that an employee ultimately receives at vesting could be higher or lower than the original target amount, based on the achievement of certain performance targets.
Performance-based RSU activity for 2025 is summarized below.
| Outstanding at | Performance- Based RSUs | Weighted- Average Grant Date Fair Value | Performance- Based RSUs in Connection with the GIP Transaction | Weighted- Average Grant Date Fair Value | Total Performance- Based RSUs | Weighted- Average Grant Date Fair Value | |||||||||||||||||
| December 31, 2024 | 451,042 | $ | 788.61 | 210,505 | $ | 845.48 | 661,547 | $ | 806.71 | ||||||||||||||
| Granted | 167,962 | $ | 991.38 | 769 | $ | 952.02 | 168,731 | $ | 991.20 | ||||||||||||||
| Reduction of shares due to performance measures | (71,866 | ) | $ | 832.07 | — | $ | — | (71,866 | ) | $ | 832.07 | ||||||||||||
| Converted | (54,212 | ) | $ | 832.07 | — | $ | — | (54,212 | ) | $ | 832.07 | ||||||||||||
| Forfeited | (14,690 | ) | $ | 798.13 | (11,530 | ) | $ | 845.48 | (26,220 | ) | $ | 818.95 | |||||||||||
| December 31, 2025 | 478,236 | $ | 848.08 | 199,744 | $ | 845.89 | 677,980 | $ | 847.43 |
The Company values performance-based RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The total grant-date fair market value of performance-based RSUs granted (including impact due to performance measures) to employees during 2025, 2024 and 2023 was $107 million, $279 million and $142 million, respectively.
At December 31, 2025, the intrinsic value of outstanding performance-based RSUs was $726 million reflecting a closing stock price of $1,070. At December 31, 2025, total unrecognized stock-based compensation expense related to unvested performance-based awards was $290 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.9 years.
In January 2026, the Company granted approximately 137,000 performance-based RSUs to certain employees that cliff vest 100% on January 31, 2029. These awards are amortized over a service period of three years. The number of shares distributed at vesting could be higher or lower than the original grant based on the level of attainment of predetermined Company performance measures.
Stock Options
Stock option activity and ending balance for year-end December 31, 2025 is summarized below.
| 2017 Performance-based Options | 2023 Performance-based Options | 2023 Time-based Options | |||||||||||||||||||||
| Shares Under Option | Weighted Average Exercise Price | Shares Under Option | Weighted Average Exercise Price | Shares Under Option | Weighted Average Exercise Price | ||||||||||||||||||
| Outstanding at December 31, 2024 | 625,825 | $ | 513.50 | 766,970 | $ | 673.58 | 299,686 | $ | 673.58 | ||||||||||||||
| Exercised | (325,469 | ) | $ | 513.50 | — | $ | — | — | $ | — | |||||||||||||
| Forfeited | — | $ | — | (88,238 | ) | $ | 673.58 | (18,309 | ) | $ | 673.58 | ||||||||||||
| Outstanding at December 31, 2025 | 300,356 | $ | 513.50 | 678,732 | $ | 673.58 | 281,377 | $ | 673.58 |
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||
| Option Type | Exercise Prices | Options Outstanding | Weighted Average Remaining Life (years) | Aggregate Intrinsic Value (in millions) | Exercise Prices | Options Exercisable | Weighted Average Remaining Life (years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||||||
| 2017 Performance-based | $ | 513.50 | 300,356 | 0.9 | $ | 167 | $ | 513.50 | 300,356 | 0.9 | $ | 167 | ||||||||||||||||||||
| 2023 Performance-based | $ | 673.58 | 678,732 | 6.4 | 269 | $ | 673.58 | — | — | — | ||||||||||||||||||||||
| 2023 Time-based | $ | 673.58 | 281,377 | 6.4 | 112 | $ | 673.58 | — | — | — | ||||||||||||||||||||||
| Total | 1,260,465 | 5.1 | $ | 548 | 300,356 | 0.9 | $ | 167 |
At December 31, 2025, total unrecognized stock-based compensation expense related to unvested performance-based and time-based stock options was $72 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2.7 years.
F-36
Performance-Based Stock Options
In 2017, pursuant to the Award Plan, the Company awarded performance-based stock option grants to certain employees ("2017 Performance-based Options"). Vesting of 2017 Performance-based Options was contingent upon the achievement of obtaining 125% of BlackRock's grant-date stock price within five years from the grant date and the attainment of Company performance measures during the four-year performance period. Both hurdles have been achieved, and each of the three tranches of the awards vested in equal installments at the end of 2022, 2023 and 2024, respectively. Vested 2017 Performance-based Options are exercisable for up to nine years following the grant date. The expense for each tranche has been amortized over the respective requisite service period. The aggregate intrinsic value of 2017 Performance-based Options exercised during 2025 was $171 million.
The options have a strike price of $513.50, which was the closing price of the shares on the grant date. The grant-date fair value of the awards issued in 2017 was $208 million and was estimated using a Monte Carlo simulation with an embedded lattice model using the assumptions included in the following table:
| Grant Year | Expected Term (Years)****(1) | Expected Stock Volatility**(2)** | Expected Dividend Yield**(3)** | Risk-Free Interest Rate**(4)** | ||||||||||||
| 2017 | 6.56 | 22.23 | % | 2.16 | % | 2.33 | % |
(1)
The expected term was derived using a Monte Carlo simulation with the embedded lattice model and represents the period of time that options granted are expected to be outstanding.
(2)
The expected stock volatility was based upon an average of historical stock price fluctuations of BlackRock’s common stock and an implied volatility at the grant date.
(3)
The expected dividend yield was calculated as the most recent quarterly dividend divided by the average three-month stock price as of the grant date.
(4)
The risk-free interest rate is based on the US Treasury Constant Maturities yield curve at grant date.
On May 30, 2023, pursuant to the Award Plan, the Company awarded performance-based options to purchase 814,482 shares of BlackRock common stock to certain employees as long-term incentive compensation ("2023 Performance-based Options"). Vesting of 2023 Performance-based Options is contingent upon the achievement of obtaining 130% of grant-date stock price over 60 calendar days within four years from the grant date and attainment of a predetermined Company performance measure during the three-year performance period. As of December 31, 2025, the price hurdle was achieved and the Company assumes that the performance measure will be achieved. Accordingly, the awards are expected to vest in three tranches of 25%, 25% and 50% in May 2027, 2028 and 2029, respectively. Vested 2023 Performance-based Options are exercisable for up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date. The expense for each tranche is amortized over the respective requisite service period.
The 2023 Performance-based Options have a strike price of $673.58 which was the closing price of the shares on the grant date. The grant-date fair value of the 2023 Performance-based Options was $120 million and was estimated using a Monte Carlo simulation with an embedded lattice model using the assumptions included in the following table:
| Grant Year | Expected Term (Years)****(1) | Expected Stock Volatility**(2)** | Expected Dividend Yield**(3)** | Risk-Free Interest Rate**(4)** | |||||||||
| 2023 | 6.02 | 27.73 | % | 3.02 | % | 3.61 | % |
(1)
The expected term was derived using a Monte Carlo simulation with the embedded lattice model and represents the period of time that options granted are expected to be outstanding.
(2)
The expected stock volatility was based upon an average of historical stock price fluctuations of BlackRock’s common stock and an implied volatility at the grant date.
(3)
The expected dividend yield was calculated as the most recent quarterly dividend divided by the average three-month stock price as of the grant date.
(4)
The risk-free interest rate is based on the US Treasury Constant Maturities yield curve at grant date.
Time-Based Stock Options
On May 30, 2023, pursuant to the Award Plan, the Company awarded time-based stock options to purchase 326,391 shares of BlackRock common stock to certain employees as long-term incentive compensation ("2023 Time-based Options"). These awards will vest in three tranches of 25%, 25% and 50% in May 2027, 2028 and 2029, respectively. Vested 2023 Time-based Options can be exercised up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date. The expense is amortized over the respective requisite service period.
The 2023 Time-based Options have a strike price of $673.58 which was the closing price of the shares on the grant date. The grant-date fair value of the 2023 Time-based Options was $55 million and was estimated using a Black-Scholes-Merton model using the assumptions included in the following table:
| Grant Year | Expected Term (Years)****(1) | Expected Stock Volatility**(2)** | Expected Dividend Yield**(3)** | Risk-Free Interest Rate**(4)** | |||||||||||
| 2023 | 7.13 | 28.29 | % | 3.02 | % | 3.65 | % |
(1)
The expected term represents the period of time that options granted are expected to be outstanding, and was calculated as the midpoint between the weighted average time to vest and expiration.
(2)
The expected stock volatility was based upon an average of historical stock price fluctuations of BlackRock’s common stock and an implied volatility at the grant date.
(3)
The expected dividend yield was calculated as the most recent quarterly dividend divided by the average three-month stock price as of the grant date.
(4)
The risk-free interest rate is based on the US Treasury Constant Maturities yield curve at grant date.
Employee Stock Purchase Plan (“ESPP”). The ESPP allows eligible employees to purchase the Company’s common stock at 95% of the fair market value on the last day of each three-month offering period; therefore, the Company does not record compensation expense related to employees purchasing shares under the ESPP.
F-37
19**. Deferred Cash Compensation and Employee Benefit Plans**
Deferred Cash Compensation Plans
The components of deferred cash compensation expense are as follows:
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Deferred cash compensation expense: | |||||||||||
| IPDCP | $ | 225 | $ | 155 | $ | 195 | |||||
| VDCP | 26 | 26 | 17 | ||||||||
| Other(1) | 120 | 31 | 14 | ||||||||
| Total deferred cash compensation expense | $ | 371 | $ | 212 | $ | 226 |
(1)
Amounts primarily relate to deferred cash compensation in connection with certain acquisitions.
Investment Professional Deferred Compensation Program (“IPDCP”). The Company adopted IPDCP for the purpose of providing deferred compensation and retention incentives to certain employees. For this plan, the final value of the deferred amount to be distributed in cash upon vesting is associated with investment returns of certain investment funds. In January 2025, 2024 and 2023, the Company granted approximately $264 million, $114 million, and $90 million of deferred compensation that will fluctuate with investment returns and will vest ratably over three years from the date of grant. The liabilities for this plan were $272 million and $220 million at December 31, 2025 and 2024, respectively, and are reflected in the consolidated statements of financial condition as accrued compensation and benefits. In January 2026, the Company granted approximately $251 million of additional deferred compensation that will fluctuate with investment returns and will vest ratably over three years from the date of grant.
Voluntary Deferred Compensation Plan. The Company adopted a Voluntary Deferred Compensation Plan (“VDCP”) that allows eligible employees in the US to elect to defer between 1% and 100% of their annual cash incentive compensation. The participants must specify a deferral period of up to 10 years from the year of deferral and additionally elect to receive distributions in the form of a lump sum or in up to 10 annual installments. VDCP deferred cash compensation expense includes the mark-to-market impact of investment returns. The liability balance of $208 million and $170 million at December 31, 2025 and 2024, respectively, is reflected on the consolidated statements of financial condition as accrued compensation and benefits.
Other Deferred Cash Plans. The liabilities related to other deferred cash plans were $62 million and $34 million at December 31, 2025 and 2024, respectively, primarily related to deferred cash plans granted in connection with certain acquisitions.
In 2019, the Company adopted a carried interest retention incentive program referred to as the BlackRock Leadership Retention Carry Plan, pursuant to which senior-level employees (but not including the Chief Executive Officer), as may be determined by the Company from time to time, will be eligible to receive a portion of the cash payments, based on their percentage points, in the total carried interest distributions paid to the Company from participating carry funds. Cash payments, if any, with respect to these percentage points will be made over time following the recipient’s termination of employment due to qualified retirement, death or disability, subject to his or her execution of a release of claims and continued compliance with his or her restrictive covenant obligations following termination. There was no material impact to the consolidated financial statements.
Defined Contribution Plans
The Company has several defined contribution plans primarily in the US and UK.
Certain of the Company’s US employees participate in a defined contribution plan. Employee contributions of up to 8% of eligible compensation, as defined by the plan and subject to Internal Revenue Code limitations, are matched by the Company at 50% up to a maximum of $5,000 annually. In addition, the Company makes an annual retirement contribution to eligible participants generally equal to 3-5% of eligible compensation. The Company’s contribution expense related to this plan was $118 million in 2025, $149 million in 2024, and $86 million in 2023.
Certain UK wholly owned subsidiaries of the Company contribute to defined contribution plans for their employees. The contributions range between 9% and 15% of each employee’s eligible compensation as of December 31, 2025. The Company’s contribution expense related to these plans was $77 million in 2025, $66 million in 2024, and $64 million in 2023.
In addition, the contribution expense related to defined contribution plans in other regions was $70 million in 2025, $50 million in 2024 and $42 million in 2023.
Defined Benefit Plans. The Company has several defined benefit pension plans with plan assets of approximately $28 million and $27 million at December 31, 2025 and 2024, respectively. The underfunded obligations at December 31, 2025 and 2024 were not material. Benefit payments for the next five years and in aggregate for the five years thereafter are not expected to be material.
F-38
20**. Related Party Transactions**
The Company derives a significant portion of its investment advisory, administration fees and investment advisory performance fees from investment funds that it manages. In addition, equity method investments are considered related parties, due to the Company’s influence over the financial and operating policies of the investee. As a result, a majority of BlackRock's investment advisory, administration fees and investment advisory performance fees as well as accounts receivable related to such revenue are from related parties.
Due from related parties, which is included within other assets on the consolidated statements of financial condition, was $377 million and $245 million at December 31, 2025 and 2024, respectively, and represented receivables from certain investment products managed by BlackRock.
Due to related parties, which is included within other liabilities on the consolidated statements of financial condition, was $9 million and $11 million at December 31, 2025 and 2024, respectively, and primarily represented payables to certain investment products managed by BlackRock.
21**. Net Capital Requirements**
The Company is required to maintain net capital in certain regulated subsidiaries within a number of jurisdictions, which is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries of the Company may be restricted in their ability to transfer cash between different jurisdictions and to their parents. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.
Bank Regulatory Requirements. BlackRock Institutional Trust Company, N.A. ("BTC") is a consolidated subsidiary of the Company that is chartered as a national bank whose operations are limited to trust and other fiduciary activities and is subject to regulatory capital requirements administered by the US Office of the Comptroller of the Currency ("OCC"). The OCC would be required to take certain actions and permitted to take certain actions in the event of BTC’s failure to meet minimum capital requirements that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.
Quantitative measures established by federal banking regulators to ensure capital adequacy require BTC to maintain a minimum Common Equity Tier 1 capital and Tier 1 leverage ratio, as well as Tier 1 and total risk-based capital ratios. Based on BTC’s calculations as of December 31, 2025 and 2024, it exceeded the applicable capital adequacy requirements.
| Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | ||||||||||||||||||||||
| (in millions) | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Total capital (to risk weighted assets) | $ | 851 | 114.6 | % | $ | 59 | 8.0 | % | $ | 74 | 10.0 | % | ||||||||||||
| Common Equity Tier 1 capital (to risk weighted assets) | $ | 846 | 114.0 | % | $ | 33 | 4.5 | % | $ | 48 | 6.5 | % | ||||||||||||
| Tier 1 capital (to risk weighted assets) | $ | 846 | 114.0 | % | $ | 45 | 6.0 | % | $ | 59 | 8.0 | % | ||||||||||||
| Tier 1 capital (to average assets) | $ | 846 | 67.6 | % | $ | 50 | 4.0 | % | $ | 63 | 5.0 | % | ||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| Total capital (to risk weighted assets) | $ | 961 | 153.2 | % | $ | 50 | 8.0 | % | $ | 63 | 10.0 | % | ||||||||||||
| Common Equity Tier 1 capital (to risk weighted assets) | $ | 953 | 151.9 | % | $ | 28 | 4.5 | % | $ | 41 | 6.5 | % | ||||||||||||
| Tier 1 capital (to risk weighted assets) | $ | 953 | 151.9 | % | $ | 38 | 6.0 | % | $ | 50 | 8.0 | % | ||||||||||||
| Tier 1 capital (to average assets) | $ | 953 | 71.3 | % | $ | 53 | 4.0 | % | $ | 67 | 5.0 | % |
Broker-dealers. BlackRock Investments, LLC and BlackRock Execution Services are registered broker-dealers and wholly owned subsidiaries of BlackRock that are subject to the Uniform Net Capital requirements under the Securities Exchange Act of 1934, which requires maintenance of certain minimum net capital levels.
Capital Requirements. At December 31, 2025 and 2024, the Company was required to maintain approximately $2.2 billion and $1.8 billion, respectively, in net capital in certain regulated subsidiaries, including BTC, entities regulated by the Financial Conduct Authority and Prudential Regulation Authority in the UK, and the Company’s broker-dealers. The Company was in compliance with all applicable regulatory net capital requirements.
22**. Accumulated Other Comprehensive Income (Loss)**
The following table presents changes in AOCI for 2025, 2024 and 2023:
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Beginning balance | $ | **(**1,178 | ) | $ | (840 | ) | $ | (1,101 | ) | |||
| Foreign currency translation adjustments(1) | 606 | (338 | ) | 261 | ||||||||
| Change in BlackRock, Inc.'s ownership interest | 27 | — | — | |||||||||
| Ending balance | $ | **(**545 | ) | $ | (1,178 | ) | $ | (840 | ) |
(1)
Amount for 2025 includes a loss from a net investment hedge of $96 million (net of tax benefit of $30 million). Amount for 2024 includes a gain from a net investment hedge of $37 million (net of tax expense of $12 million). Amount for 2023 includes a loss from a net investment hedge of $20 million (net of tax benefit of $6 million).
23**. Capital Stock**
Cash Dividends for Common Shares / RSUs. During 2025, 2024 and 2023, the Company paid cash dividends of $20.84 per share (or $3.3 billion), $20.40 per share (or $3.1 billion) and $20.00 per share (or $3.0 billion), respectively.
The HPS Transaction. On July 1, 2025, as part of the closing of the HPS Transaction, the Company issued approximately 8.5 million Subco Units to former equity holders of HPS. See Note 1*, Business Overview*, Note 2, Significant Accounting Policies, and Note 3, Acquisitions, for additional information. As of December 31, 2025, there were approximately 7.7 million Subco Units outstanding.
F-39
Share Repurchases. During 2025, under the Company’s existing share repurchase program, the Company repurchased an aggregate of 1.6 million shares and share equivalents for approximately $1.6 billion. At December 31, 2025, there were approximately 2.2 million shares still authorized to be repurchased under the program. The timing and actual number of shares repurchased will depend on a variety of factors, including legal limitations, price and market conditions.
In January 2026, the Company announced that the Board of Directors authorized the repurchase of an additional seven million shares under the Company's existing share repurchase program for a total of up to approximately 9.2 million shares of BlackRock common stock.
The Company’s common shares issued and outstanding and related activity consist of the following:
| Shares Issued | Shares Outstanding | ||||||||||||||||||||
| Common Shares | Treasury Common Shares | Subco Units | Common Shares | Subco Units | |||||||||||||||||
| December 31, 2022 | 172,075,373 | (22,318,881 | ) | — | 149,756,492 | — | |||||||||||||||
| Shares repurchased | — | (2,176,538 | ) | — | (2,176,538 | ) | — | ||||||||||||||
| Net issuance of common shares related to employee stock transactions | — | 920,120 | — | 920,120 | — | ||||||||||||||||
| December 31, 2023 | 172,075,373 | (23,575,299 | ) | — | 148,500,074 | — | |||||||||||||||
| Shares repurchased | — | (1,909,964 | ) | — | (1,909,964 | ) | — | ||||||||||||||
| Net issuance of common shares related to employee stock transactions | 456,182 | 993,105 | — | 1,449,287 | — | ||||||||||||||||
| Issuance of common shares in connection with the GIP Transaction | 6,908,416 | — | — | 6,908,416 | — | ||||||||||||||||
| Cancellation of treasury stock, common in connection with the GIP Transaction | (24,121,801 | ) | 24,121,801 | — | — | — | |||||||||||||||
| December 31, 2024 | 155,318,170 | (370,357 | ) | — | 154,947,813 | — | |||||||||||||||
| Issuance of Subco Units/common shares in connection with acquisitions | 244,240 | — | 8,448,427 | 244,240 | 8,448,427 | ||||||||||||||||
| Shares/Subco Units repurchased | — | (872,569 | ) | (705,118 | ) | (872,569 | ) | (705,118 | ) | ||||||||||||
| Net issuance of common shares related to employee stock transactions | 713,879 | 35,808 | — | 749,687 | — | ||||||||||||||||
| December 31, 2025 | 156,276,289 | **(**1,207,118 | ) | 7,743,309 | 155,069,171 | 7,743,309 |
24**. Restructuring Charge**
A restructuring charge of $39 million ($29 million after-tax), comprised of $27 million of severance and $12 million of compensation expense for accelerated vesting of previously granted deferred compensation awards, was recorded in the second quarter of 2025 in connection with an initiative to modify the Company's organization to fit more closely with strategic priorities.
The table below presents a rollforward of the Company’s restructuring liability for 2025 and 2024, which is included in other liabilities on the consolidated statements of financial condition:
| (in millions) | ||||
| Liability as of December 31, 2023 | $ | 47 | ||
| Cash payments | (47 | ) | ||
| Liability as of December 31, 2024 | $ | — | ||
| Additions | 39 | |||
| Accelerated amortization expense of equity-based awards | (12 | ) | ||
| Cash payments | (27 | ) | ||
| Liability as of December 31, 2025 | $ | — |
F-40
25**. Income Taxes**
The components of income tax expense for 2025, 2024 and 2023, are as follows:
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Current income tax expense: | ||||||||||||
| Federal | $ | 1,250 | $ | 960 | $ | 641 | ||||||
| State and local | 214 | 142 | 176 | |||||||||
| Foreign | 844 | 787 | 538 | |||||||||
| Total net current income tax expense | 2,308 | 1,889 | 1,355 | |||||||||
| Deferred income tax expense (benefit): | ||||||||||||
| Federal | **(**530 | ) | (105 | ) | 101 | |||||||
| State and local | **(**30 | ) | — | 11 | ||||||||
| Foreign | **(**71 | ) | (1 | ) | 12 | |||||||
| Total net deferred income tax expense (benefit) | **(**631 | ) | (106 | ) | 124 | |||||||
| Total income tax expense | $ | 1,677 | $ | 1,783 | $ | 1,479 |
Income tax expense has been based on the following components of income before taxes, less net income (loss) attributable to NCI - CIPs:
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Domestic | $ | 3,837 | $ | 5,139 | $ | 4,565 | ||||||
| Foreign | 3,520 | 3,013 | 2,416 | |||||||||
| Total | $ | 7,357 | $ | 8,152 | $ | 6,981 |
The foreign income before taxes includes countries that have statutory tax rates that are different than the US federal statutory tax rate of 21%, such as the UK, Channel Islands, British Virgin Islands and Germany.
The components of cash paid for income taxes, net of refunds for 2025 are as follows:
| (in millions) | 2025 | |||
| Federal | $ | 1,089 | ||
| State and local | 307 | |||
| Foreign | 902 | |||
| Total | $ | 2,298 |
Income taxes paid, net of refunds exceeded five percent of the total in the following jurisdictions:
| (in millions) | 2025 | |||
| State and local: | ||||
| New York City | $ | 163 | ||
| Foreign: | ||||
| United Kingdom | $ | 410 |
A reconciliation of income tax expense with expected federal income tax expense computed at the applicable federal income tax rate of 21% for 2025 is as follows:
| (in millions) | 2025 | |||||||
| Statutory income tax expense | $ | 1,545 | 21 | % | ||||
| State and local income taxes, net of federal income tax effect(1) | 137 | 2 | ||||||
| Foreign tax effects | ||||||||
| United Kingdom | ||||||||
| Statutory tax rate difference between United Kingdom and United States | 79 | 1 | ||||||
| Nontaxable income from Partnerships | **(**169 | ) | **(**2 | ) | ||||
| Other | 21 | — | ||||||
| Channel Islands | ||||||||
| Statutory tax rate difference between Channel Islands and United States | 79 | 1 | ||||||
| Other | 1 | — | ||||||
| Other foreign jurisdictions | 56 | 1 | ||||||
| Effect of cross-border tax laws | ||||||||
| Subpart F Income (net of FTC) | 112 | 2 | ||||||
| Global intangible low-taxed income (net of FTC) | 100 | 1 | ||||||
| Base erosion and anti-abuse tax | 106 | 1 | ||||||
| Tax benefit from changes in organizational structure | **(**366 | ) | **(**5 | ) | ||||
| Losses from foreign partnerships | **(**107 | ) | **(**1 | ) | ||||
| Other | **(**60 | ) | **(**1 | ) | ||||
| Tax credits | **(**10 | ) | — | |||||
| Nontaxable & nondeductible items | ||||||||
| Nontaxable interest income | **(**88 | ) | **(**1 | ) | ||||
| Nondeductible fair value adjustment on contingent consideration | 142 | 2 | ||||||
| Other | 7 | — | ||||||
| Changes in unrecognized tax benefits | **(**18 | ) | — | |||||
| Changes in Valuation Allowances | ||||||||
| Valuation allowance from changes in organizational structure | 92 | 1 | ||||||
| Other Adjustments | ||||||||
| Other | 18 | — | ||||||
| Income tax expense | $ | 1,677 | 23 | % |
(1)
State taxes in New York State, New York City and California make up the majority (greater than 50 percent) of the tax effect in this category.
F-41
A reconciliation of income tax expense with expected federal income tax expense computed at the applicable federal income tax rate of 21% for 2024 and 2023 is as follows:
| (in millions) | 2024 | 2023 | ||||||||||||||
| Statutory income tax expense | $ | 1,712 | 21 | % | $ | 1,466 | 21 | % | ||||||||
| Increase (decrease) in income taxes resulting from: | ||||||||||||||||
| State and local taxes (net of federal benefit) | 130 | 2 | 110 | 2 | ||||||||||||
| Impact of federal, foreign, state, and local tax rate changes on deferred taxes | 12 | — | — | — | ||||||||||||
| Stock-based compensation awards | (37 | ) | — | (41 | ) | (1 | ) | |||||||||
| Resolution of outstanding tax matters | — | — | (204 | ) | (3 | ) | ||||||||||
| Intellectual property reorganization | (137 | ) | (2 | ) | — | — | ||||||||||
| Effect of foreign tax rates | 84 | 1 | 112 | 2 | ||||||||||||
| Other | 19 | — | 36 | — | ||||||||||||
| Income tax expense | $ | 1,783 | 22 | % | $ | 1,479 | 21 | % |
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements. These temporary differences result in taxable or deductible amounts in future years.
The components of deferred income tax assets and liabilities are shown below:
| December 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Deferred income tax assets: | ||||||||
| Compensation and benefits | $ | 534 | $ | 354 | ||||
| Realized investment gains | 24 | — | ||||||
| Loss carryforwards | 115 | 103 | ||||||
| Foreign tax credit carryforward | 105 | 39 | ||||||
| Capitalized costs | 313 | 276 | ||||||
| Outside basis differences on foreign subsidiaries | 389 | — | ||||||
| Other | 855 | 795 | ||||||
| Gross deferred tax assets | 2,335 | 1,567 | ||||||
| Less: Deferred tax valuation allowances | **(**181 | ) | (69 | ) | ||||
| Deferred tax assets net of valuation allowances | 2,154 | 1,498 | ||||||
| Deferred income tax liabilities: | ||||||||
| Goodwill and acquired indefinite-lived intangibles | 4,943 | 4,199 | ||||||
| Acquired finite-lived intangibles | 1,147 | 53 | ||||||
| Unrealized investment gains | — | 58 | ||||||
| Other | 493 | 341 | ||||||
| Gross deferred tax liabilities | 6,583 | 4,651 | ||||||
| Net deferred tax (liabilities) | $ | **(**4,429 | ) | $ | (3,153 | ) |
Deferred income tax assets and liabilities are recorded net when related to the same tax jurisdiction. At December 31, 2025, the Company recorded on the consolidated statement of financial condition deferred income tax assets, within other assets, and deferred income tax liabilities of $189 million and $4.6 billion, respectively. At December 31, 2024, the Company recorded on the consolidated statement of financial condition deferred income tax assets, within other assets, and deferred income tax liabilities of $181 million and $3.3 billion, respectively.
Income tax expense for 2025 included a net discrete tax benefit of $251 million realized from changes in the Company's organizational entity structure, $67 million related to vested stock-based compensation awards, and $29 million recognized in connection with the Charitable Contribution. Income tax expense for 2024 included discrete tax benefits of $137 million, recognized in connection with the reorganization and establishment of a more efficient global intellectual property and technology platform and corporate structure, $63 million related to the realization of capital losses from changes in the Company's organizational entity structure, $37 million related to vested stock-based compensation awards, and a net noncash discrete tax expense of $14 million related to the revaluation of deferred income tax liabilities
At December 31, 2025 and 2024, the Company had available state net operating loss carryforwards of $2.8 billion and $2.9 billion, respectively, which will begin to expire in 2027. At December 31, 2025 and 2024, the Company had foreign net operating loss carryforwards of $266 million and $193 million, respectively, of which $21 million will begin to expire in 2026. At December 31, 2025, the Company had foreign tax credit carryforwards for income tax purposes of $105 million which will begin to expire in 2034.
At December 31, 2025 and 2024, the Company had $181 million and $69 million of valuation allowances for deferred income tax assets, respectively, recorded on the consolidated statements of financial condition.
Current income taxes are recorded net on the consolidated statements of financial condition when related to the same tax jurisdiction. At December 31, 2025, the Company had current income taxes receivable and payable of $247 million and $188 million, respectively, recorded in other assets and accounts payable and accrued liabilities, respectively. At December 31, 2024, the Company had current income taxes receivable and payable of $215 million and $134 million, respectively, recorded in other assets and accounts payable and accrued liabilities, respectively.
The following tabular reconciliation presents the total amounts of gross unrecognized tax benefits:
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Balance at January 1 | $ | 517 | $ | 749 | $ | 912 | ||||||
| Additions for tax positions of prior years | 15 | 30 | 25 | |||||||||
| Reductions for tax positions of prior years | **(**8 | ) | (10 | ) | (22 | ) | ||||||
| Additions based on tax positions related to current year | 79 | 51 | 49 | |||||||||
| Additions related to business combinations | — | — | 16 | |||||||||
| Lapse of Statute Limitation | **(**5 | ) | — | — | ||||||||
| Settlements | **(**87 | ) | (303 | ) | (231 | ) | ||||||
| Balance at December 31 | $ | 511 | $ | 517 | $ | 749 |
F-42
Included in the balance of unrecognized tax benefits at December 31, 2025, 2024 and 2023, respectively, are $435 million, $431 million and $505 million of tax benefits that, if recognized, would affect the effective tax rate.
The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. Related to the unrecognized tax benefits noted above, the Company accrued interest and penalties of $(30) million during 2025 and in total, as of December 31, 2025, had recognized a liability for interest and penalties of $173 million. The Company accrued interest and penalties of $63 million during 2024 and in total, as of December 31, 2024, had recognized a liability for interest and penalties of $203 million. The Company accrued interest and penalties of $(20) million during 2023 and in total, as of December 31, 2023, had recognized a liability for interest and penalties of $140 million.
BlackRock is subject to US federal income tax, state and local income tax, and foreign income tax in multiple jurisdictions. Tax years after 2016 remain open to US federal income tax examination.
During 2020 and 2021, the Internal Revenue Service commenced its examination of BlackRock’s 2017 through 2018 tax years and 2019 tax year, respectively. During 2023, the Internal Revenue Service commenced its examination of BlackRock's 2016 tax year, for which the examination was concluded in 2025.
The Company is currently under audit in several state and local jurisdictions. The significant state and local income tax examinations are in New York State for tax years 2015 through 2020, and New York City for tax years 2015 through 2017. New York City tax examination for 2012 through 2014 was concluded during 2025. No open state and local tax examinations cover years earlier than 2015.
From time to time, BlackRock may receive or be subject to tax authorities’ assessments and challenges related to income taxes. BlackRock does not currently expect the ultimate resolution of any other existing matters to be material to the consolidated financial statements.
26**. Earnings Per Share**
The following table sets forth the computation of basic and diluted EPS for 2025, 2024 and 2023:
| (in millions, except shares and per share data) | 2025 | 2024 | 2023 | |||||||||
| Basic net income attributable to BlackRock, Inc. | $ | 5,553 | $ | 6,369 | $ | 5,502 | ||||||
| Add: Incremental net income from dilutive securities - NCI - Subco | 127 | — | — | |||||||||
| Diluted net income attributable to BlackRock, Inc. | $ | 5,680 | $ | 6,369 | $ | 5,502 | ||||||
| Basic weighted-average shares outstanding | 154,984,319 | 150,042,269 | 149,327,558 | |||||||||
| Dilutive effect of: | ||||||||||||
| Nonparticipating RSUs | 1,383,325 | 1,034,323 | 969,089 | |||||||||
| Stock options | 460,656 | 538,493 | 409,804 | |||||||||
| Subco Units | 4,038,221 | — | — | |||||||||
| Total diluted weighted-average shares outstanding | 160,866,521 | 151,615,085 | 150,706,451 | |||||||||
| Basic earnings per share | $ | 35.83 | $ | 42.45 | $ | 36.85 | ||||||
| Diluted earnings per share | $ | 35.31 | $ | 42.01 | $ | 36.51 |
The Company applies the treasury stock method to determine the dilutive weighted-average common shares outstanding for RSUs and stock options. The Company applies the “if-converted” method to the Subco Units to determine the dilutive impact, if any, of the exchange right included in the Subco Units.
The amount of anti-dilutive RSUs and stock options were immaterial for 2025 and 2024. For 2023, 194,240 shares primarily related to stock options were excluded from the calculation of diluted EPS because to include them would have an anti-dilutive effect. Certain performance-based awards were excluded from the diluted EPS calculation because the designated contingencies were not met.
27**. Segment Information**
The Company’s management directs BlackRock’s operations as one business, the asset management business. As such, the Company operates in one asset management operating segment. The Company's chief operating decision maker ("CODM") is its Chairman and Chief Executive Officer, who reviews financial information presented, including significant expenses on a consolidated basis, as presented in the consolidated statements of income. The CODM utilizes a consolidated approach to assess performance and allocates resources using key financial metrics including total revenue, operating income and net income attributable to BlackRock, Inc. These financial metrics are used by the CODM to make key operating decisions, including capital allocation, determining annual and long-term compensation and managing costs in relation to revenue. Furthermore, these financial metrics are used to evaluate financial performance based on consolidated specific business objectives, contributions to the total firm operating margin and to evaluate the Company's relative performance against industry peers. See the consolidated financial statements for key financial metrics used by the CODM and for more financial information regarding the Company’s operating segment. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The following table illustrates total revenue for 2025, 2024 and 2023 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the customer resides, or affiliated services are provided.
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Revenue | |||||||||||
| Americas | $ | 15,956 | $ | 13,411 | $ | 11,899 | |||||
| Europe | 7,166 | 6,137 | 5,209 | ||||||||
| Asia-Pacific | 1,094 | 859 | 751 | ||||||||
| Total revenue | $ | 24,216 | $ | 20,407 | $ | 17,859 |
See Note 17, Revenue, for further information on the Company’s sources of revenue.
F-43
The following table illustrates long-lived assets that consist of goodwill and property and equipment at December 31, 2025 and 2024 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the asset is physically located.
| (in millions) | 2025 | 2024 | |||||
| Long-lived Assets | |||||||
| Americas | $ | 32,492 | $ | 25,515 | |||
| Europe | 3,921 | 1,437 | |||||
| Asia-Pacific | 126 | 100 | |||||
| Total long-lived assets | $ | 36,539 | $ | 27,052 |
Americas is primarily comprised of the US, and also includes Latin America and Canada. Europe is primarily comprised of the UK, Luxembourg and the Netherlands, and also includes Switzerland, Ireland and France. Asia-Pacific is primarily comprised of Hong Kong, Japan, India, Singapore and Australia.
28**. Subsequent Events**
On January 15, 2026, the Company announced that the Board of Directors approved BlackRock’s quarterly dividend of $5.73 per share to be paid on March 24, 2026 to stockholders of record at the close of business on March 6, 2026.
The Company conducted a review for additional subsequent events and determined that no subsequent events had occurred that would require accrual or additional disclosures.
F-44
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