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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This report, and other statements that BlackRock may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” and similar expressions.

BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and may contain information that is not purely historical in nature. Such information may include, among other things, projections and forecasts. There is no guarantee that any forecasts made will come to pass. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

BlackRock has previously disclosed risk factors in its Securities and Exchange Commission reports. These risk factors and those identified elsewhere in this report, among others, could cause actual results to differ materially from forward-looking statements or historical performance and include: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management (“AUM”); (3) the relative and absolute investment performance of BlackRock’s investment products; (4) BlackRock’s ability to develop new products and services that address client preferences; (5) the impact of increased competition; (6) the impact of recent or future acquisitions or divestitures, including the acquisitions of Global Infrastructure Management, LLC (“GIP” or the “GIP Transaction”), Preqin Holding Limited (“Preqin” or the “Preqin Transaction”) and HPS Investment Partners (“HPS” or the “HPS Transaction” and together with the GIP Transaction and the Preqin Transaction, the “Transactions”); (7) BlackRock’s ability to integrate acquired businesses successfully, including the Transactions; (8) the unfavorable resolution of legal proceedings; (9) the extent and timing of any share repurchases; (10) the impact, extent and timing of technological changes and the adequacy of intellectual property, data, information and cybersecurity protection; (11) the failure to effectively manage the development and use of artificial intelligence; (12) attempts to circumvent BlackRock’s operational control environment or the potential for human error in connection with BlackRock’s operational systems; (13) the impact of legislative and regulatory actions and reforms, supervisory or enforcement actions of government agencies and governmental scrutiny relating to BlackRock; (14) changes in law and policy and uncertainty pending any such changes; (15) any failure to effectively manage conflicts of interest; (16) damage to BlackRock’s reputation; (17) increasing focus from stakeholders regarding environmental and social-related matters; (18) geopolitical unrest, terrorist activities, civil or international hostilities, and other events outside BlackRock’s control, including the Middle East conflicts, wars, global trade tensions, tariffs, natural disasters and health crises, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (19) climate-related risks to BlackRock’s business, products, operations and clients; (20) the ability to attract, train and retain highly qualified professionals; (21) fluctuations in the carrying value of BlackRock’s economic investments; (22) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products, which could affect the value proposition to clients and, generally, the tax position of BlackRock; (23) BlackRock’s success in negotiating distribution arrangements and maintaining distribution channels for its products; (24) the failure by key third-party providers to fulfill their obligations to BlackRock; (25) operational, technological and regulatory risks associated with BlackRock’s major technology partnerships; (26) any disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded funds (“ETFs”) platform; (27) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (28) the impact of problems, instability or failure of other financial institutions or the failure or negative performance of products offered by other financial institutions.

OVERVIEW

BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “BlackRock” or the “Company”) is a leading publicly traded investment management firm with $13.5 trillion of AUM at September 30, 2025. With approximately 24,600 employees in more than 30 countries, BlackRock provides a broad range of investment management and technology services to institutional and retail clients in more than 100 countries across the globe.

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 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® 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. The Company is highly regulated and manages its clients’ assets as a fiduciary. The Company does not engage in proprietary trading activities that could conflict with the interests of its clients.

BlackRock serves a diverse mix of institutional and retail clients across the globe. Clients include tax-exempt institutions, such as defined benefit and defined contribution pension plans, charities, foundations and endowments; official institutions, such as central banks, sovereign wealth funds, supranationals and other government entities; taxable institutions, including insurance companies, financial institutions, corporations and third-party fund sponsors, and retail intermediaries.

BlackRock maintains a significant global sales and marketing presence that is focused on establishing and maintaining retail and institutional investment management and technology service relationships by marketing its services to investors directly and through third-party distribution relationships, including financial professionals and pension consultants.

Certain prior period presentations were reclassified to ensure comparability with current period classifications.

Acquisitions

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 Class B-2 common units ("Subco Units") of BlackRock Saturn Subco, LLC ("Subco"), a consolidated subsidiary of the Company. 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). 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 vest 100% after six months. Furthermore, deferred consideration, which is to be delivered all in Subco Units of approximately 2.8 million to 4.4 million, and initially valued at $3.4 billion at close, may be paid in approximately five years, subject to achievement of certain post-closing conditions and financial performance milestones. 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.

On March 3, 2025, BlackRock completed the acquisition of 100% of the shares of Preqin, a leading provider of private markets data, for £2.5 billion (or approximately $3.2 billion) in cash. The Company believes bringing together Preqin's data and research tools with the complementary workflows of Aladdin and eFront in a unified platform will create a preeminent private markets technology and data provider.

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.

For additional information see Note 1, Business Overview, Note 2, Significant Accounting Policies and Note 3, Acquisitions, in the notes to the condensed consolidated financial statements.

EXECUTIVE SUMMARY

Three Months EndedNine Months Ended
September 30,September 30,
(in millions, except per share data)2025202420252024
GAAP basis**(1)****:**
Total revenue$6,509$5,197$17,208$14,730
Total expense4,5543,19111,8249,231
Operating income$1,955$2,006$5,384$5,499
Operating margin30.0%38.6%31.3%37.3%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests ("NCI") - consolidated sponsored investment products ("CIPs")(92)199417541
Income tax expense4705741,3051,341
Less: Net income (loss) attributable to NCI - Subco70—70—
Net income attributable to BlackRock$1,323$1,631$4,426$4,699
Diluted earnings per common share$8.43$10.90$28.21$31.37
Effective tax rate25.2%26.0%22.5%22.2%
As adjusted**(2)****:**
Operating income$2,621$2,128$6,752$5,784
Operating margin44.6%45.8%43.8%44.1%
Nonoperating income (expense), less net income (loss) attributable to NCI - CIPs$(106)$190$373$494
Net income attributable to BlackRock(3)$1,907$1,715$5,560$4,738
Diluted earnings per common share(3)$11.55$11.46$34.89$31.63
Effective tax rate24.2%26.0%22.0%24.5%
Other**:**
Assets under management (end of period)$13,463,625$11,475,362$13,463,625$11,475,362
Diluted weighted-average common shares outstanding165.2149.6159.4149.8
Shares outstanding including Subco Units(4)163.2148.0163.2148.0
Book value per share(5)$357.90$278.32$357.90$278.32
Cash dividends declared and paid per share$5.21$5.10$15.63$15.30

(1)

Accounting principles generally accepted in the United States (“GAAP”).

(2)

As adjusted items are described in more detail in Non-GAAP Financial Measures.

(3)

Beginning in the third quarter of 2025, net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, assume all Subco Units have been exchanged in accordance with their terms on a one-for-one basis into common stock of BlackRock. Accordingly, the noncontrolling interest related to these Subco Units has been included as part of net income attributable to BlackRock, Inc., as adjusted. See Non-GAAP Financial Measures for further information.

(4)

As of September 30, 2025, there were 155.1 million shares of common stock and 8.1 million Subco Units outstanding.

(5)

Total BlackRock stockholders’ equity divided by total shares of common stock outstanding at September 30 of the respective period-end.

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024

GAAP. Operating income of $2.0 billion decreased $51 million and operating margin of 30.0% decreased 860 bps from the three months ended September 30, 2024. Operating income and operating margin reflected higher revenue, driven by organic base fee growth, positive impact of markets, and fees related to the HPS and GIP Transactions, and higher technology services and subscription revenue. Decreases in GAAP operating income and operating margin were driven by noncash acquisition-related expenses in connection with the HPS, GIP and Preqin Transactions. Operating income and operating margin for the three months ended September 30, 2024 also included the impact of a $50 million noncash impairment charge related to certain indefinite-lived open-end management contracts.

Nonoperating income (expense), net of NCI - CIPs decreased $291 million from the three months ended September 30, 2024, driven primarily by a $115 million noncash mark-to-market loss related to Circle Internet Group, Inc. ("Circle") and lower net interest income (expense).

Earnings per diluted common share decreased $2.47, or 23%, from the three months ended September 30, 2024, reflecting lower operating income, driven by higher noncash acquisition-related costs, lower nonoperating results, and a higher diluted share count in connection with HPS and GIP Transactions, partially offset by a lower effective tax rate in the current quarter.

As Adjusted. Operating income of $2.6 billion increased $493 million and operating margin of 44.6% decreased 120 bps from the three months ended September 30, 2024. The acquisition-related expenses and noncash impairment charge described above have been excluded from as adjusted results. Earnings per diluted common share increased $0.09, or 1%, from the three months ended September 30, 2024, primarily reflecting higher operating income and a lower effective tax rate, partially offset by lower nonoperating income and a higher diluted share count in the current quarter.

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

GAAP. Operating income of $5.4 billion decreased $115 million and operating margin of 31.3% decreased 600 bps from the nine months ended September 30, 2024. Operating income and operating margin reflected higher revenue, driven by organic base fee growth, positive impact of markets and fees related to the HPS and GIP Transactions, as well as higher technology services and subscription revenue, partially offset by lower performance fees. Decreases in GAAP operating income and operating margin were driven by noncash acquisition-related expenses in connection with the HPS, GIP and Preqin Transactions. Operating income and operating margin for the nine months ended September 30, 2025 included the impact of a $39 million restructuring charge, comprised of severance and compensation expense for accelerated vesting of previously granted deferred compensation awards, in connection with an initiative to modify the Company's organization to fit more closely with strategic priorities. In addition, operating income and operating margin for the nine months ended September 30, 2024 included the impact of the previously described $50 million noncash impairment charge.

Nonoperating income (expense) net of NCI - CIPs decreased $124 million from the nine months ended September 30, 2024, driven by lower net interest income (expense), partially offset by higher noncash mark-to-market gains on revaluation of investments, including the impact of a $215 million noncash pre-tax gain related to Circle.

Income tax expense for the nine months ended September 30, 2025, included a $149 million discrete tax benefit related to the realization of capital losses from changes in the Company's organizational structure and a $62 million discrete tax benefit related to stock-based compensation awards that vested in 2025. Income tax expense for the nine months ended September 30, 2024 included a discrete tax benefit of $137 million recognized in connection with the reorganization and establishment of a more efficient global intellectual property and technology platform and corporate structure.

Earnings per diluted common share decreased $3.16, or 10%, from the nine months ended September 30, 2024, reflecting lower operating income, driven by higher noncash acquisition-related costs, lower nonoperating results and a higher diluted share count.

As Adjusted. Operating income of $6.8 billion increased $968 million, while operating margin of 43.8% decreased 30 bps from the nine months ended September 30, 2024. The acquisition-related expenses, restructuring charge and noncash impairment charge previously described have been excluded from as adjusted results. Earnings per diluted common share increased $3.26, or 10%, from the nine months ended September 30, 2024, reflecting higher operating income and a lower effective tax rate, partially offset by lower nonoperating results and a higher diluted share count in the current period. Income tax expense, as adjusted, for the nine months ended September 30, 2024 excluded the $137 million of benefit described above.

See Non-GAAP Financial Measures for further information on as adjusted items and the reconciliation to GAAP. Beginning in the third quarter of 2025, net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, assume all Subco Units have been exchanged in accordance with their terms on a one-for-one basis into common stock of BlackRock. Accordingly, the noncontrolling interest related to these Subco Units has been included as part of net income attributable to BlackRock, Inc., as adjusted.

For further discussion of BlackRock’s revenue, expense, nonoperating results and income tax expense, see Discussion of Financial Results herein.

NON-GAAP FINANCIAL MEASURES

BlackRock reports its financial results in accordance with GAAP; however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Adjustments to GAAP financial measures (“non-GAAP adjustments”) include certain items management deems nonrecurring or that occur infrequently, transactions that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow. Management reviews non-GAAP financial measures, in addition to GAAP financial measures, to assess ongoing operations and considers them to be helpful, for both management and investors, in evaluating BlackRock’s financial performance over time. Management also uses non-GAAP financial measures as a benchmark to compare its performance with other companies and to enhance comparability for the reporting periods presented. Non-GAAP financial measures may pose limitations because they do not include all of BlackRock’s revenue and expense. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Computations and reconciliations for all periods are derived from the condensed consolidated statements of income as follows:

(1) Operating income, as adjusted, and operating margin, as adjusted:

Three Months EndedNine Months Ended
September 30,September 30,
(in millions)2025202420252024
Operating income, GAAP basis$1,955$2,006$5,384$5,499
Non-GAAP expense adjustments:
Compensation expense related to appreciation (depreciation) on deferred cash compensation plans (a)1474143
Amortization and impairment of intangible assets (b)25389507166
Acquisition-related compensation costs (b)2621142332
Acquisition-related transaction costs (b)(1)44179352
Contingent consideration fair value adjustments (b)93(2)265(8)
Restructuring charge (c)——39—
Operating income, as adjusted$2,621$2,128$6,752$5,784
Revenue, GAAP basis$6,509$5,197$17,208$14,730
Non-GAAP adjustments:
Distribution fees(355)(323)(996)(951)
Investment advisory fees(283)(226)(788)(655)
Revenue used for operating margin measurement$5,871$4,648$15,424$13,124
Operating margin, GAAP basis30.0%38.6%31.3%37.3%
Operating margin, as adjusted44.6%45.8%43.8%44.1%

(1)

Amounts included within general and administration expense.

(2) Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted:

Three Months EndedNine Months Ended
September 30,September 30,
(in millions)2025202420252024
Nonoperating income (expense), GAAP basis$42$259$628$693
Less: Net income (loss) attributable to NCI - CIPs13460211152
Nonoperating income (expense), net of NCI - CIPs(92)199417541
Less: Hedge gain (loss) on deferred cash compensation plans (a)1494447
Nonoperating income (expense), less net income (loss) attributable to NCI - CIPs, as adjusted$(106)$190$373$494

(3) Net income attributable to BlackRock, Inc., as adjusted**:**

Three Months EndedNine Months Ended
September 30,September 30,
(in millions, except per share data)2025202420252024
Net income attributable to BlackRock, Inc., GAAP basis$1,323$1,631$4,426$4,699
Non-GAAP adjustments(1):
Net impact of hedged deferred cash compensation plans (a)—(2)(2)(3)
Amortization and impairment of intangible assets (b)18967378124
Acquisition-related compensation costs (b)198831823
Acquisition-related transaction costs (b)33137138
Contingent consideration fair value adjustments (b)94(2)263(6)
Restructuring charge (c)——29—
Income tax matters——7(137)
Noncontrolling interest - Subco70—70—
Net income attributable to BlackRock, Inc., as adjusted$1,907$1,715$5,560$4,738
Diluted weighted-average common shares outstanding165.2149.6159.4149.8
Diluted earnings per common share, GAAP basis$8.43$10.90$28.21$31.37
Diluted earnings per common share, as adjusted$11.55$11.46$34.89$31.63

(1)

Non-GAAP adjustments, excluding income tax matters, are net of tax.

(1) Operating income, as adjusted, and operating margin, as adjusted: Management believes operating income, as adjusted, and operating margin, as adjusted, are effective indicators of BlackRock’s financial performance over time, and, therefore, provide useful disclosure to investors. Management believes that operating margin, as adjusted, reflects the Company’s long-term ability to manage ongoing costs in relation to its revenues. The Company uses operating margin, as adjusted, to assess the Company’s financial performance, to determine the long-term and annual compensation of the Company’s senior-level employees and to evaluate the Company’s relative performance against industry peers. Furthermore, this metric eliminates margin variability arising from the accounting of revenues and expenses related to distributing different product structures in multiple distribution channels utilized by asset managers.

Operating income, as adjusted, includes the following non-GAAP expense adjustments:

(a)

Compensation expense related to appreciation (depreciation) on deferred cash compensation plans. The Company excludes compensation expense related to the market valuation changes on certain deferred cash compensation plans, which the Company hedges economically. For these deferred cash compensation plans, the final value of the deferred amount to be distributed to employees in cash upon vesting is determined based on the returns on 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 net gain (loss) to economically hedge these plans is immediately recognized in nonoperating income (expense), which creates a timing difference impacting net income. This timing difference will reverse and offset to zero over the life of the award at the end of the multi-year vesting period. Management believes excluding market valuation changes related to the deferred cash compensation plans in the calculation of operating income, as adjusted, provides useful disclosure to both management and investors of the Company’s financial performance over time as these amounts are economically hedged, while also increasing comparability with other companies.

(b)

Acquisition-related costs. Acquisition-related costs include adjustments related to amortization and noncash impairment of intangible assets, contingent consideration fair value adjustments (primarily associated with noncash contingent consideration) incurred in connection with certain acquisitions and other acquisition-related costs, including compensation costs for nonrecurring retention-related deferred compensation and general and administration expense primarily related to professional services. Management believes excluding the impact of these expenses when calculating operating income, as adjusted, provides a helpful indication of the Company’s financial performance over time, thereby providing helpful information for both management and investors while also increasing comparability with other companies.

(c)

Restructuring charge. In the second quarter of 2025, the Company recorded a restructuring charge, comprised of severance and compensation expense for accelerated vesting of previously granted deferred compensation awards, in connection with an initiative to modify the Company's organization to fit more closely with strategic priorities. Management believes excluding the impact of this restructuring charge when calculating operating income, as adjusted, is useful to assess the Company’s financial performance and ongoing operations, and enhances comparability among periods presented.

Revenue used for calculating operating margin, as adjusted, is reduced to exclude all of the Company’s distribution fees, which are recorded as a separate line item on the condensed consolidated statements of income, as well as a portion of investment advisory fees received that is used to pay distribution and servicing costs. For certain products, based on distinct arrangements, distribution fees are collected by the Company and then passed-through to third-party client intermediaries. For other products, investment advisory fees are collected by the Company and a portion is passed-through to third-party client intermediaries. However, in both structures, the third-party client intermediary similarly owns the relationship with the retail client and is responsible for distributing the product and servicing the client. The amount of distribution and investment advisory fees fluctuates each period primarily based on a predetermined percentage of the value of AUM during the period. These fees also vary based on the type of investment product sold and the geographic location where it is sold. In addition, the Company may waive fees on certain products that could result in the reduction of payments to the third-party intermediaries.

(2) Nonoperating income (expense), less net income (loss) attributable to NCI - CIPs, as adjusted: Management believes nonoperating income (expense), less net income (loss) attributable to NCI - CIPs, as adjusted, is an effective measure for reviewing BlackRock’s nonoperating contribution to its results and provides comparability of this information among reporting periods. Nonoperating income (expense), less net income (loss) attributable to NCI - CIPs, as adjusted, excludes the gain (loss) on the economic hedge of certain deferred cash compensation plans. As the gain (loss) on investments and derivatives used to hedge these compensation plans over time substantially offsets the compensation expense related to the market valuation changes on these deferred cash compensation plans, which is included in operating income, GAAP basis, management believes excluding the gain (loss) on the economic hedge of the deferred cash compensation plans when calculating nonoperating income (expense), less net income (loss) attributable to NCI - CIPs, as adjusted, provides a useful measure for both management and investors of BlackRock’s nonoperating results that impact book value.

(3) Net income attributable to BlackRock, Inc., as adjusted:

Management believes net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, are useful measures of BlackRock’s profitability and financial performance. Net income attributable to BlackRock, Inc., as adjusted, equals net income attributable to BlackRock, Inc., GAAP basis, adjusted for certain items management deems nonrecurring or that occur infrequently, transactions that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow.

For each period presented, the non-GAAP adjustments were tax effected at the respective blended rates applicable to the adjustments. In addition, the non-GAAP adjustment in 2025 related to contingent consideration fair value adjustments includes a tax impact associated with the deductibility of contingent consideration. In addition, the amount for income tax matters in 2024 included a discrete tax benefit of $137 million recognized in connection with the reorganization and establishment of a more efficient global intellectual property and technology platform and corporate structure. This discrete tax benefit has been excluded from as adjusted results due to the nonrecurring nature of the intellectual property reorganization.

In addition, beginning in the third quarter of 2025, in connection with the HPS Transaction, the Company updated its definition of net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, to assume all outstanding Subco Units issued as part of the consideration for the HPS Transaction have been exchanged in accordance with the terms on a one-for-one basis into common stock of BlackRock, as Subco Units will be exchangeable at the option of the holder when exchange rights begin. Accordingly, the noncontrolling interest related to these Subco Units has been included as part of net income attributable to BlackRock, Inc., as adjusted. Management believes that these updated non-GAAP measures are useful indicators of BlackRock’s profitability and enhance comparability among periods presented, and therefore are useful to investors.

Per share amounts reflect net income attributable to BlackRock, Inc., as adjusted, divided by diluted weighted-average common shares outstanding.

ASSETS UNDER MANAGEMENT

AUM for reporting purposes generally is based upon how investment advisory and administration fees are calculated for each portfolio. Net asset values, total assets, committed assets or other measures may be used to determine portfolio AUM.

AUM and Net Inflows (Outflows) by Product Type**(1)**
AUMNet inflows (outflows)
September 30,June 30,December 31,September 30,Three Months Ended September 30,Nine Months Ended September 30,Twelve Months Ended September 30,
(in millions)2025202520242024202520252025
Equity$7,459,075$6,905,438$6,310,191$6,280,999$45,978$94,072$220,638
Fixed income3,178,9653,087,2972,905,6693,023,69447,55480,628104,412
Multi-asset1,161,9571,076,709992,9211,001,51533,59835,40159,707
Alternatives:
Private markets320,886215,244211,974141,40913,16327,12631,856
Liquid alternatives97,44886,67076,39075,9903,1788,2819,446
Alternatives subtotal418,334301,914288,364217,39916,34135,40741,302
Digital assets103,96579,55155,30624,23816,69134,18552,317
Currency and commodities(2)136,600106,98078,13778,13010,38419,99621,981
Long-term12,458,89611,557,88910,630,58810,625,975170,546299,689500,357
Cash management1,004,729969,701920,663849,38734,09656,861137,610
Total$13,463,625$12,527,590$11,551,251$11,475,362$204,642$356,550$637,967
AUM and Net Inflows (Outflows) by Client Type and Product Type**(1)**
AUMNet inflows (outflows)
September 30,June 30,December 31,September 30,Three Months Ended September 30,Nine Months Ended September 30,Twelve Months Ended September 30,
(in millions)2025202520242024202520252025
Retail$1,173,568$1,100,997$1,015,221$1,040,547$9,724$24,799$29,453
ETFs5,193,3144,748,7684,230,3754,188,335152,956345,228487,870
Institutional:
Active2,475,6142,277,8772,135,0952,109,16622,26737,36562,494
Index3,616,4003,430,2473,249,8973,287,927(14,401)(107,703)(79,460)
Institutional subtotal6,092,0145,708,1245,384,9925,397,0937,866(70,338)(16,966)
Long-term12,458,89611,557,88910,630,58810,625,975170,546299,689500,357
Cash management1,004,729969,701920,663849,38734,09656,861137,610
Total$13,463,625$12,527,590$11,551,251$11,475,362$204,642$356,550$637,967
AUM and Net Inflows (Outflows) by Investment Style and Product Type**(1)**
AUMNet inflows (outflows)
September 30,June 30,December 31,September 30,Three Months Ended September 30,Nine Months Ended September 30,Twelve Months Ended September 30,
(in millions)2025202520242024202520252025
Active$3,294,619$3,051,873$2,868,402$2,869,366$26,640$38,362$61,199
ETFs5,193,3144,748,7684,230,3754,188,335152,956345,228487,870
Non-ETF index3,970,9633,757,2483,531,8113,568,274(9,050)(83,901)(48,712)
Long-term12,458,89611,557,88910,630,58810,625,975170,546299,689500,357
Cash management1,004,729969,701920,663849,38734,09656,861137,610
Total$13,463,625$12,527,590$11,551,251$11,475,362$204,642$356,550$637,967

(1)

Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)

Amounts include commodity ETFs and exchange-traded products ("ETPs").

Component Changes in AUM for the Three Months Ended September 30, 2025

The following table presents the component changes in AUM by product type for the three months ended September 30, 2025.

June 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2025(outflows)Realizations**(1)**Acquisitions**(2)**changeimpact**(3)**2025AUM**(4)**
Equity$6,905,438$45,978$—$—$519,260$(11,601)$7,459,075$7,135,969
Fixed income3,087,29747,554(1,265)13,56740,100(8,288)3,178,9653,122,878
Multi-asset1,076,70933,598——55,276(3,626)1,161,9571,119,948
Alternatives:
Private markets215,24413,163(5,996)101,017(2,364)(178)320,886291,901
Liquid alternatives86,6703,178(30)6,3771,2371697,44893,382
Alternatives subtotal301,91416,341(6,026)107,394(1,127)(162)418,334385,283
Digital assets79,55116,691——7,728(5)103,96594,980
Currency and commodities(5)106,98010,384——19,323(87)136,600117,115
Long-term11,557,889170,546(7,291)120,961640,560(23,769)12,458,89611,976,173
Cash management969,70134,096——2,266(1,334)1,004,729984,600
Total$12,527,590$204,642$(7,291)$120,961$642,826$(25,103)$13,463,625$12,960,773

The following table presents the component changes in AUM by client type and product type for the three months ended September 30, 2025.

June 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2025(outflows)Realizations**(1)**Acquisitions**(2)**changeimpact**(3)**2025AUM**(4)**
Retail:
Equity$557,833$2,094$—$—$38,693$(1,358)$597,262$573,760
Fixed income333,6245,588——4,845594344,651338,726
Multi-asset162,852(2,386)——8,435(18)168,883165,225
Private markets16,8231,521(163)11,674(60)(25)29,77026,274
Liquid alternatives29,8652,907(3)—265(32)33,00231,358
Retail subtotal1,100,9979,724(166)11,67452,178(839)1,173,5681,135,343
ETFs:
Equity3,455,11779,429——255,812(1,927)3,788,4313,593,742
Fixed income1,101,22446,018——10,926(586)1,157,5821,122,763
Multi-asset11,926599——673(87)13,11112,432
Digital assets79,55116,691——7,728(5)103,96594,980
Commodities100,95010,219——19,096(40)130,225111,087
ETFs subtotal4,748,768152,956——294,235(2,645)5,193,3144,935,004
Institutional:
Active:
Equity242,098(17,995)——18,938(1,039)242,002238,071
Fixed income881,932(6,984)(1,265)13,56715,914(1,588)901,576892,490
Multi-asset898,62135,333——46,033(3,513)976,474938,905
Private markets198,42111,642(5,833)89,343(2,304)(153)291,116265,627
Liquid alternatives56,805271(27)6,3779724864,44662,024
Active subtotal2,277,87722,267(7,125)109,28779,553(6,245)2,475,6142,397,117
Index3,430,247(14,401)——214,594(14,040)3,616,4003,508,709
Institutional subtotal5,708,1247,866(7,125)109,287294,147(20,285)6,092,0145,905,826
Long-term11,557,889170,546(7,291)120,961640,560(23,769)12,458,89611,976,173
Cash management969,70134,096——2,266(1,334)1,004,729984,600
Total$12,527,590$204,642$(7,291)$120,961$642,826$(25,103)$13,463,625$12,960,773

(1)

Realizations represent return of capital/return on investments.

(2)

Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(3)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into United States ("US") dollars for reporting purposes.

(4)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing four months.

(5)

Amounts include commodity ETFs and ETPs.

The following table presents the component changes in AUM by investment style and product type for the three months ended September 30, 2025.

June 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2025(outflows)Realizations**(1)**Acquisitions**(2)**changeimpact**(3)**2025AUM**(4)**
Active:
Equity$504,554$(20,463)$—$—$34,462$(1,377)$517,176$504,575
Fixed income1,183,948(2,184)(1,265)13,56720,430(725)1,213,7711,199,173
Multi-asset1,061,45732,946——54,468(3,533)1,145,3381,104,113
Private markets215,24413,163(5,996)101,017(2,364)(178)320,886291,901
Liquid alternatives86,6703,178(30)6,3771,2371697,44893,382
Active subtotal3,051,87326,640(7,291)120,961108,233(5,797)3,294,6193,193,144
ETFs:
Equity3,455,11779,429——255,812(1,927)3,788,4313,593,742
Fixed income1,101,22446,018——10,926(586)1,157,5821,122,763
Multi-asset11,926599——673(87)13,11112,432
Digital assets79,55116,691——7,728(5)103,96594,980
Commodities100,95010,219——19,096(40)130,225111,087
ETFs subtotal4,748,768152,956——294,235(2,645)5,193,3144,935,004
Non-ETF index3,757,248(9,050)——238,092(15,327)3,970,9633,848,025
Long-term11,557,889170,546(7,291)120,961640,560(23,769)12,458,89611,976,173
Cash management969,70134,096——2,266(1,334)1,004,729984,600
Total$12,527,590$204,642$(7,291)$120,961$642,826$(25,103)$13,463,625$12,960,773

The following table presents the component changes in AUM by private markets product type for the three months ended September 30, 2025.

June 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2025(outflows)Realizations**(1)**Acquisitions**(2)**changeimpact**(3)**2025AUM**(4)**
Private markets:
Infrastructure$112,323$2,884$(2,337)$—$(2,718)$(51)$110,101$111,319
Private equity33,743583(610)—313434,03333,889
Private credit35,9857,851(2,588)101,017(276)(15)141,974112,505
Real estate25,276341(275)—272(89)25,52525,326
Multi-alternatives7,9171,504(186)—45(27)9,2538,862
Total private markets$215,244$13,163$(5,996)$101,017$(2,364)$(178)$320,886$291,901

(1)

Realizations represent return of capital/return on investments.

(2)

Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(3)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(4)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing four months.

AUM increased $936 billion to $13.5 trillion at September 30, 2025 from $12.5 trillion at June 30, 2025, driven by market appreciation, net inflows and AUM added from the HPS and ElmTree Transactions, partially offset by the negative impact of foreign exchange movements.

Long-term net inflows of $171 billion were comprised of net inflows of $153 billion, $10 billion and $8 billion from ETFs, retail and institutional clients, respectively. Net flows in long-term products are described below.

ETFs net inflows of $153 billion were led by equity and fixed income ETFs net inflows of $79 billion and $46 billion, respectively. Active ETFs contributed $21 billion of net inflows and digital asset ETPs generated $17 billion of net inflows.

Retail net inflows of $10 billion reflected client demand for BlackRock's active fixed income strategies, systematic liquid alternatives funds and Aperio.

Institutional active net inflows of $22 billion were driven by multi-asset net inflows, which included the impact of a large outsourcing mandate, and private markets net inflows, partially offset by equity and fixed income net outflows, including a single-client transfer to institutional index equity. Private markets net inflows were led by infrastructure and credit.

Institutional index net outflows of $14 billion were concentrated in low fee equity offerings, and included the previously mentioned transfer above.

Cash management net inflows of $34 billion were primarily due to net inflows into US government, international and prime money market funds.

Net market appreciation of $643 billion was primarily driven by US and global equity market appreciation.

AUM decreased $25 billion due to the impact of foreign exchange movements, primarily due to the strengthening of the US dollar, largely against the British pound and the Japanese yen.

Component Changes in AUM for the Nine Months Ended September 30, 2025

The following table presents the component changes in AUM by product type for the nine months ended September 30, 2025(1).

December 31,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Equity$6,310,191$94,072$—$—$944,792$110,020$7,459,075$6,688,463
Fixed income2,905,66980,628(2,526)13,567104,15377,4743,178,9653,035,408
Multi-asset992,92135,401——108,65924,9761,161,9571,056,211
Alternatives:
Private markets211,97427,126(19,472)101,017(4,844)5,085320,886243,925
Liquid alternatives76,3908,281(58)6,3775,60485497,44885,226
Alternatives subtotal288,36435,407(19,530)107,3947605,939418,334329,151
Digital assets55,30634,185——14,4731103,96573,321
Currency and commodities(6)78,13719,996——38,055412136,600101,863
Long-term10,630,588299,689(22,056)120,9611,210,892218,82212,458,89611,284,417
Cash management920,66356,861——7,80819,3971,004,729954,223
Total$11,551,251$356,550$(22,056)$120,961$1,218,700$238,219$13,463,625$12,238,640

The following table presents the component changes in AUM by client type and product type for the nine months ended September 30, 2025(1).

December 31,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Retail:
Equity$505,118$10,236$—$—$70,090$11,818$597,262$539,347
Fixed income318,6416,947——10,5728,491344,651329,805
Multi-asset150,978(1,381)——18,1051,181168,883158,518
Private markets15,7492,615(818)11,674(13)56329,77020,194
Liquid alternatives24,7356,382(3)—1,64624233,00228,655
Retail subtotal1,015,22124,799(821)11,674100,40022,2951,173,5681,076,519
ETFs:
Equity3,106,398166,494——485,90229,6373,788,4313,341,638
Fixed income985,652123,408——33,35715,1651,157,5821,067,883
Multi-asset10,734908——1,33513413,11111,455
Digital assets55,30634,185——14,4731103,96573,321
Commodities72,28520,233——37,486221130,22595,876
ETFs subtotal4,230,375345,228——572,55345,1585,193,3144,590,173
Institutional:
Active:
Equity218,848(16,317)——32,4287,043242,002229,587
Fixed income840,328(8,546)(2,526)13,56743,40015,353901,576869,568
Multi-asset828,03935,818——88,99523,622976,474882,968
Private markets196,22524,511(18,654)89,343(4,831)4,522291,116223,731
Liquid alternatives51,6551,899(55)6,3773,95861264,44656,571
Active subtotal2,135,09537,365(21,235)109,287163,95051,1522,475,6142,262,425
Index3,249,897(107,703)——373,989100,2173,616,4003,355,300
Institutional subtotal5,384,992(70,338)(21,235)109,287537,939151,3696,092,0145,617,725
Long-term10,630,588299,689(22,056)120,9611,210,892218,82212,458,89611,284,417
Cash management920,66356,861——7,80819,3971,004,729954,223
Total$11,551,251$356,550$(22,056)$120,961$1,218,700$238,219$13,463,625$12,238,640

(1)

Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)

Realizations represent return of capital/return on investments.

(3)

Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(4)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(5)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing ten months.

(6)

Amounts include commodity ETFs and ETPs.

The following table presents the component changes in AUM by investment style and product type for the nine months ended September 30, 2025(1).

December 31,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Active:
Equity$467,163$(25,421)$—$—$62,859$12,575$517,176$485,644
Fixed income1,133,874(6,060)(2,526)13,56753,07021,8461,213,7711,170,209
Multi-asset979,00134,436——107,10024,8011,145,3381,041,470
Private markets211,97427,126(19,472)101,017(4,844)5,085320,886243,925
Liquid alternatives76,3908,281(58)6,3775,60485497,44885,226
Active subtotal2,868,40238,362(22,056)120,961223,78965,1613,294,6193,026,474
ETFs:
Equity3,106,398166,494——485,90229,6373,788,4313,341,638
Fixed income985,652123,408——33,35715,1651,157,5821,067,883
Multi-asset10,734908——1,33513413,11111,455
Digital assets55,30634,185——14,4731103,96573,321
Commodities72,28520,233——37,486221130,22595,876
ETFs subtotal4,230,375345,228——572,55345,1585,193,3144,590,173
Non-ETF index3,531,811(83,901)——414,550108,5033,970,9633,667,770
Long-term10,630,588299,689(22,056)120,9611,210,892218,82212,458,89611,284,417
Cash management920,66356,861——7,80819,3971,004,729954,223
Total$11,551,251$356,550$(22,056)$120,961$1,218,700$238,219$13,463,625$12,238,640

The following table presents the component changes in AUM by private markets product type for the nine months ended September 30, 2025.

December 31,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Private markets:
Infrastructure$109,606$10,771$(8,978)$-$(3,145)$1,847$110,101$109,550
Private equity36,3272,552(4,967)-(204)32534,03335,499
Private credit32,42511,433(4,145)101,017(440)1,684141,97465,074
Real estate26,147312(926)-(1,069)1,06125,52525,690
Multi-alternatives7,4692,058(456)-141689,2538,112
Total private markets$211,974$27,126$(19,472)$101,017$(4,844)$5,085$320,886$243,925

(1)

Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)

Realizations represent return of capital/return on investments.

(3)

Amounts include AUM attributable to the HPS Transaction and the ElmTree Transaction.

(4)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(5)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing ten months.

AUM increased $1.9 trillion to $13.5 trillion at September 30, 2025 from $11.6 trillion at December 31, 2024, driven by market appreciation, net inflows, the positive impact of foreign exchange movements and AUM added from the HPS and ElmTree Transactions.

Long-term net inflows of $300 billion were comprised of net inflows of $345 billion and $25 billion from ETFs and retail clients, respectively, partially offset by net outflows of $70 billion from institutional clients. Net flows in long-term products are described below.

ETFs net inflows of $345 billion were led by equity and fixed income ETFs net inflows of $166 billion and $123 billion, respectively. Active ETFs contributed $41 billion of net inflows and digital asset ETPs generated $34 billion of net inflows.

Retail net inflows of $25 billion were driven by net inflows into equity products, reflecting demand for Aperio, systematic liquid alternatives funds and fixed income strategies.

Institutional active net inflows of $37 billion were driven by multi-asset and private markets, partially offset by net outflows from equity and fixed income, including a single-client transfer to institutional index equity. Multi-asset net inflows included the impact of several large outsourcing mandates and continued growth of the Company's LifePath® target-date strategies. Private markets net inflows were led by infrastructure and credit.

Institutional index net outflows of $108 billion were concentrated in low-fee index equity and fixed income offerings and included the impact of a single client's $52 billion partial redemption in the second quarter.

Cash management net inflows of $57 billion were led by net inflows into US government, international and prime money market funds.

Net market appreciation of $1.2 trillion was primarily driven by US and global equity market appreciation.

AUM increased $238 billion due to the impact of foreign exchange movements, primarily due to the weakening of the US dollar, largely against the euro, the British pound and the Japanese yen.

Component Changes in AUM for the Twelve Months Ended September 30, 2025

The following table presents the component changes in AUM by product type for the twelve months ended September 30, 2025(1).

September 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)****(2)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Equity$6,280,999$220,638$—$—$943,333$14,105$7,459,075$6,604,454
Fixed income3,023,694104,412(2,526)13,56731,7288,0903,178,9653,021,938
Multi-asset1,001,51559,707——98,4552,2801,161,9571,044,197
Alternatives:
Private markets141,40931,856(19,472)170,892(5,590)1,791320,886230,865
Liquid alternatives75,9909,446(58)6,3775,844(151)97,44883,133
Alternatives subtotal217,39941,302(19,530)177,2692541,640418,334313,998
Digital assets24,23852,317——27,4082103,96564,622
Currency and commodities(6)78,13021,981——36,41574136,60096,947
Long-term10,625,975500,357(22,056)190,8361,137,59326,19112,458,89611,146,156
Cash management849,387137,610——10,3297,4031,004,729935,144
Total$11,475,362$637,967$(22,056)$190,836$1,147,922$33,594$13,463,625$12,081,300

The following table presents the component changes in AUM by client type and product type for the twelve months ended September 30, 2025(1).

September 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)****(2)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Retail:
Equity$521,270$10,107$—$—$62,880$3,005$597,262$534,448
Fixed income324,24511,100——5,7503,556344,651328,200
Multi-asset154,078(1,804)——16,196413168,883157,141
Private markets16,2162,787(818)11,674(293)20429,77019,234
Liquid alternatives24,7387,263(3)—9594533,00227,724
Retail subtotal1,040,54729,453(821)11,67485,4927,2231,173,5681,066,747
ETFs:
Equity3,061,840277,095——442,2887,2083,788,4313,282,511
Fixed income1,019,176135,243——(1,599)4,7621,157,5821,054,908
Multi-asset10,0361,978——1,181(84)13,11111,149
Digital assets24,23852,317——27,4082103,96564,622
Commodities73,04521,237——35,88261130,22591,103
ETFs subtotal4,188,335487,870——505,16011,9495,193,3144,504,293
Institutional:
Active:
Equity225,361(18,366)——34,860147242,002228,092
Fixed income873,385(10,054)(2,526)13,56725,1422,062901,576866,384
Multi-asset833,97559,662——80,8541,983976,474872,612
Private markets125,19329,069(18,654)159,218(5,297)1,587291,116211,631
Liquid alternatives51,2522,183(55)6,3774,885(196)64,44655,409
Active subtotal2,109,16662,494(21,235)179,162140,4445,5832,475,6142,234,128
Index3,287,927(79,460)——406,4971,4363,616,4003,340,988
Institutional subtotal5,397,093(16,966)(21,235)179,162546,9417,0196,092,0145,575,116
Long-term10,625,975500,357(22,056)190,8361,137,59326,19112,458,89611,146,156
Cash management849,387137,610——10,3297,4031,004,729935,144
Total$11,475,362$637,967$(22,056)$190,836$1,147,922$33,594$13,463,625$12,081,300

(1)

Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)

Beginning in the first quarter of 2025, BlackRock updated the presentation of net flows to separately disclose realizations, which represent return of capital/return on investments. Realizations in 2024 have not been recast.

(3)

Amounts include AUM attributable to the HPS Transaction, the ElmTree Transaction and the GIP Transaction.

(4)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(5)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing thirteen months.

(6)

Amounts include commodity ETFs and ETPs.

The following table presents the component changes in AUM by investment style and product type for the twelve months ended September 30, 2025(1).

September 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)****(2)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Active:
Equity$492,193$(33,478)$—$—$56,661$1,800$517,176$485,407
Fixed income1,171,739(4,481)(2,526)13,56730,4485,0241,213,7711,166,258
Multi-asset988,03557,856——97,0502,3971,145,3381,029,737
Private markets141,40931,856(19,472)170,892(5,590)1,791320,886230,865
Liquid alternatives75,9909,446(58)6,3775,844(151)97,44883,133
Active subtotal2,869,36661,199(22,056)190,836184,41310,8613,294,6192,995,400
ETFs:
Equity3,061,840277,095——442,2887,2083,788,4313,282,511
Fixed income1,019,176135,243——(1,599)4,7621,157,5821,054,908
Multi-asset10,0361,978——1,181(84)13,11111,149
Digital assets24,23852,317——27,4082103,96564,622
Commodities73,04521,237——35,88261130,22591,103
ETFs subtotal4,188,335487,870——505,16011,9495,193,3144,504,293
Non-ETF index3,568,274(48,712)——448,0203,3813,970,9633,646,463
Long-term10,625,975500,357(22,056)190,8361,137,59326,19112,458,89611,146,156
Cash management849,387137,610——10,3297,4031,004,729935,144
Total$11,475,362$637,967$(22,056)$190,836$1,147,922$33,594$13,463,625$12,081,300

The following table presents the component changes in AUM by private markets product type for the twelve months ended September 30, 2025.

September 30,Net inflowsMarketFXSeptember 30,Average
(in millions)2024(outflows)****(2)Realizations**(2)**Acquisitions**(3)**changeimpact**(4)**2025AUM**(5)**
Private markets:
Infrastructure$38,871$13,359$(8,978)$69,875$(3,676)$650$110,101$103,931
Private equity35,8073,207(4,967)—(161)14734,03335,586
Private credit32,22212,615(4,145)101,017(487)752141,97457,499
Real estate27,033498(926)—(1,296)21625,52525,897
Multi-alternatives7,4762,177(456)—30269,2537,952
Total private markets$141,409$31,856$(19,472)$170,892$(5,590)$1,791$320,886$230,865

(1)

Beginning in the first quarter of 2025, BlackRock updated the presentation of the Company's AUM line items. Such line items have been reclassified for 2024 to conform to this new presentation.

(2)

Beginning in the first quarter of 2025, BlackRock updated the presentation of net flows to separately disclose realizations, which represent return of capital/return on investments. Realizations in 2024 have not been recast.

(3)

Amounts include AUM attributable to the HPS Transaction, the ElmTree Transaction and the GIP Transaction.

(4)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(5)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing thirteen months.

AUM increased $2.0 trillion to $13.5 trillion at September 30, 2025 from $11.5 trillion at September 30, 2024, driven by net market appreciation, net inflows, AUM added from the GIP, HPS and ElmTree Transactions and the positive impact of foreign exchange movements.

Long-term net inflows of $500 billion were comprised of net inflows of $488 billion and $29 billion from ETFs, and retail clients, respectively, partially offset by net outflows of $17 billion from institutional clients. Net flows in long-term products are described below.

ETFs net inflows of $488 billion were led by equity and fixed income ETFs, which saw $277 billion and $135 billion of net inflows, respectively. Digital assets ETPs generated $52 billion of net inflows and Active ETFs contributed $45 billion of net inflows.

Retail net inflows of $29 billion were led by net inflows into fixed income strategies, equity products, reflecting demand for Aperio, and systematic liquid alternatives funds.

Institutional active net inflows of $62 billion were led by multi-asset and private markets net inflows, partially offset by net outflows from equity and fixed income, including a single-client transfer to institutional index equity. Multi-asset net inflows included the impact of several large outsourcing mandates and continued growth of the Company's LifePath target-date strategies. Private markets net inflows were led by infrastructure and credit.

Institutional index net outflows of $79 billion were concentrated in low-fee index equity and fixed income offerings and included the impact of a single client's $52 billion partial redemption in the second quarter of 2025.

Cash management net inflows of $138 billion were primarily due to net inflows into US government, international and prime money market funds.

Net market appreciation of $1.1 trillion was primarily driven by US and global equity market appreciation.

AUM increased $34 billion due to the impact of foreign exchange movements, primarily resulting from the weakening of the US dollar, largely against the euro, partially offset by the strengthening of the US dollar, primarily against the Japanese yen.

DISCUSSION OF FINANCIAL RESULTS

The Company’s results of operations for the three and nine months ended September 30, 2025 and 2024 are discussed below. For a further description of the Company’s revenue and expense, see the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 25, 2025 ("2024 Form 10-K").

Revenue

The table below presents detail of revenue for the three and nine months ended September 30, 2025 and 2024 and includes the product type mix of base fees and securities lending revenue and performance fees.

Three Months EndedNine Months Ended
September 30,September 30,
(in millions)2025202420252024
Revenue
Investment advisory, administration fees and securities lending revenue(1):
Equity:
Active$557$553$1,582$1,608
ETFs1,5971,3094,3473,749
Equity subtotal2,1541,8625,9295,357
Fixed income:
Active5134931,4921,458
ETFs3933541,1111,007
Fixed income subtotal9068472,6032,465
Active multi-asset344318969929
Alternatives:
Private markets6532351,687716
Liquid alternatives178143485422
Alternatives subtotal8313782,1721,138
Non-ETF index353298973871
Digital assets, commodities and multi-asset ETFs(2)14063340167
Long-term4,7283,76612,98610,927
Cash management318264915756
Total investment advisory, administration fees and securities lending revenue**(3)**5,0464,03013,90111,683
Investment advisory performance fees:
Equity14133649
Fixed income—31412
Multi-asset211214
Alternatives:
Private markets2987361200
Liquid alternatives202364247481
Alternatives subtotal500371608681
Total investment advisory performance fees516388670756
Technology services and subscription revenue5154031,4501,175
Distribution fees355323996951
Advisory and other revenue:
Advisory12113935
Other6542152130
Total advisory and other revenue7753191165
Total revenue$6,509$5,197$17,208$14,730

(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 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 investment advisory, administration fees and securities lending revenue line items.

(2)

Amounts include commodity ETFs and ETPs.

(3)

Amounts include securities lending revenue of $203 million and $149 million for the three months ended September 30, 2025 and 2024, respectively, and $531 million and $454 million for the nine months ended September 30, 2025 and 2024, respectively.

The table below lists a percentage breakdown of base fees and securities lending revenue and average AUM by product type:

Three Months Ended September 30,Nine Months Ended September 30,
Percentage of Base Fees and Securities Lending Revenue**(1)**Percentage of Average AUM by Product Type**(1)(2)**Percentage of Base Fees and Securities Lending Revenue**(1)**Percentage of Average AUM by Product Type**(1)(3)**
20252024202520242025202420252024
Equity:
Active10%14%4%4%11%14%4%4%
ETFs31%32%27%27%32%32%27%26%
Equity subtotal41%46%31%31%43%46%31%30%
Fixed income:
Active10%12%9%10%11%12%9%11%
ETFs8%9%9%9%8%9%9%9%
Fixed income subtotal18%21%18%19%19%21%18%20%
Active multi-asset7%8%9%9%7%8%9%9%
Alternatives:
Private markets13%6%2%1%12%6%2%1%
Liquid alternatives4%3%1%1%3%4%1%1%
Alternatives subtotal17%9%3%2%15%10%3%2%
Non-ETF index8%7%30%31%7%7%30%31%
Digital assets, commodities and multi-asset ETFs(4)3%2%1%1%2%1%1%1%
Long-term94%93%92%93%93%93%92%93%
Cash management6%7%8%7%7%7%8%7%
Total AUM100%100%100%100%100%100%100%100%

(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 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 investment advisory, administration fees and securities lending revenue line items.

(2)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing four months.

(3)

Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing ten months.

(4)

Amounts include commodity ETFs and ETPs.

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024

Revenue increased $1.3 billion, or 25%, from the three months ended September 30, 2024, primarily driven by organic base fee growth, the impact of market beta on average AUM, fees related to the GIP and HPS Transactions, and higher technology services and subscription revenue, including the impact of the Preqin Transaction.

Investment advisory, administration fees (collectively "base fees") and securities lending revenue of $5.0 billion increased $1.0 billion from $4.0 billion for the three months ended September 30, 2024, primarily driven by organic base fee growth, the impact of market beta on average AUM, and approximately $215 million and $225 million of fees related to the GIP and HPS Transactions, respectively. Securities lending revenue of $203 million increased from $149 million for the three months ended September 30, 2024, primarily reflecting higher spreads and average balances of securities on loan.

Investment advisory performance fees of $516 million increased $128 million from $388 million for the three months ended September 30, 2024, primarily reflecting higher revenue from private markets, including the impact of the HPS Transaction, partially offset by lower revenue from liquid alternative products, largely related to the strong performance from a single hedge fund in the third quarter 2024 with an annual performance measurement period that ends in the third quarter.

Technology services and subscription revenue of $515 million increased $112 million from $403 million for the three months ended September 30, 2024, reflecting the sustained demand for Aladdin technology offerings and approximately $65 million of revenue related to the Preqin Transaction.

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Revenue increased $2.5 billion, or 17%, from the nine months ended September 30, 2024, primarily driven by organic base fee growth, the impact of market beta and foreign exchange movements on average AUM, fees related to the GIP and HPS Transactions and higher technology services and subscription revenue, including the impact of the Preqin Transaction, partially offset by lower performance fees.

Investment advisory, administration fees and securities lending revenue of $13.9 billion increased $2.2 billion from $11.7 billion for the nine months ended September 30, 2024, primarily driven by organic base fee growth, the impact of market beta and foreign exchange movements on average AUM and approximately $740 million and $225 million of fees related to the GIP and HPS Transactions, respectively. Securities lending revenue of $531 million increased from $454 million for the nine months ended September 30, 2024, primarily reflecting higher average balances of securities on loan.

Investment advisory performance fees of $670 million decreased $86 million from $756 million for the nine months ended September 30, 2024, primarily reflecting lower revenue from liquid alternative products, largely related to the strong performance from a single hedge fund in the third quarter 2024 with an annual performance measurement period that ends in the third quarter, partially offset by higher revenue from private markets, including the impact of the HPS Transaction.

Technology services and subscription revenue of $1.5 billion increased $275 million from $1.2 billion for the nine months ended September 30, 2024, reflecting the sustained demand for Aladdin technology offerings and approximately $145 million of revenue related to the Preqin Transaction.

Expense

The following table presents expense for the three and nine months ended September 30, 2025 and 2024.

Three Months EndedNine Months Ended
September 30,September 30,
(in millions)2025202420252024
Expense
Employee compensation and benefits$2,357$1,578$5,862$4,661
Sales, asset and account expense:
Distribution and servicing costs6385491,7841,606
Direct fund expense4643791,2971,075
Sub-advisory and other603415398
Total sales, asset and account expense1,1629623,2342,779
General and administration expense:
Marketing and promotional8264272222
Occupancy and office related137105371308
Portfolio services6965195194
Technology213175600492
Professional services10467228189
Communications12103329
Foreign exchange remeasurement(3)3(7)7
Contingent consideration fair value adjustments93(2)265(8)
Other general and administration7575225192
Total general and administration expense7825622,1821,625
Restructuring charge——39—
Amortization and impairment of intangible assets25389507166
Total expense$4,554$3,191$11,824$9,231

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024

Expense increased $1.4 billion, or 43%, from the three months ended September 30, 2024, reflecting higher employee compensation and benefits expense, general and administration expense, sales, asset and account expense and amortization of intangible assets. Expense for the three months ended September 30, 2025 was impacted by the previously described acquisition-related expenses incurred in connection with the GIP, HPS and Preqin Transactions(1). Expense for the three months ended September 30, 2024 also included the previously described noncash impairment charge of $50 million.

Employee compensation and benefits expense of $2.4 billion increased $779 million from $1.6 billion for the three months ended September 30, 2024, primarily reflecting the impact of the GIP and HPS Transactions, including nonrecurring retention-related deferred compensation expense(1) and the impact of higher performance fees.

Sales, asset and account expense of $1.2 billion increased $200 million from $962 million for the three months ended September 30, 2024, driven by higher distribution and servicing costs and direct fund expense, primarily reflecting higher average AUM.

General and administration expense of $782 million increased $220 million from $562 million for the three months ended September 30, 2024, primarily associated with the impact of the GIP and HPS Transactions, including higher noncash contingent consideration fair value adjustments(1) and higher acquisition-related transaction costs(1) recorded in professional services, as well as higher technology expense, and occupancy and office related expense.

Amortization and impairment of intangible assets(1) of $253 million increased $164 million from $89 million for the three months ended September 30, 2024, primarily reflecting amortization of intangible assets acquired in the HPS, GIP and Preqin Transactions, partially offset by a $50 million previously described noncash impairment charge recorded for the three months ended September 30, 2024.

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Expense increased $2.6 billion, or 28%, from the nine months ended September 30, 2024, reflecting higher employee compensation and benefits expense, general and administration expense, sales, asset and account expense and amortization of intangible assets. Expense for the nine months ended September 30, 2025 was impacted by the previously described acquisition-related expenses incurred in connection with the GIP, Preqin and HPS Transactions(1) and a restructuring charge(1) of $39 million. Expense for the nine months ended September 30, 2024 also included the previously mentioned noncash impairment charge of $50 million.

Employee compensation and benefits expense of $5.9 billion increased $1.2 billion from $4.7 billion for the nine months ended September 30, 2024, primarily reflecting the impact of the GIP, HPS and Preqin Transactions, including nonrecurring retention-related deferred compensation expense(1), partially offset by the impact of lower performance fees.

Sales, asset and account expense of $3.2 billion increased $455 million from $2.8 billion for the nine months ended September 30, 2024, driven by higher direct fund expense and distribution and servicing costs, primarily reflecting higher average AUM.

General and administration expense of $2.2 billion increased $557 million from $1.6 billion for the nine months ended September 30, 2024, primarily associated with the impact of the GIP, HPS and Preqin Transactions, including higher noncash contingent consideration fair value adjustments(1) and higher acquisition-related transaction costs(1) recorded in professional services, as well as higher technology expense, higher occupancy and office related expense and marketing and promotional expense, including the impact from higher travel and entertainment expense.

Amortization and impairment of intangible assets(1) of $507 million increased $341 million from $166 million for the nine months ended September 30, 2024, primarily reflecting amortization of intangible assets acquired in the GIP, HPS and Preqin Transactions, partially offset by a $50 million previously described noncash impairment charge recorded for the nine months ended September 30, 2024.

(1)

These expenses have been excluded from the Company's "as adjusted" financial results under the expense adjustment for acquisition-related costs and a restructuring charge, as applicable. See Non-GAAP Financial Measures for further information on as adjusted items.

Nonoperating Results

The summary of nonoperating income (expense), less net income (loss) attributable to NCI - CIPs for the three and nine months ended September 30, 2025 and 2024 was as follows:

Three Months EndedNine Months Ended
September 30,September 30,
(in millions)2025202420252024
Nonoperating income (expense), GAAP basis$42$259$628$693
Less: Net income (loss) attributable to NCI - CIPs13460211152
Nonoperating income (expense), net of NCI - CIPs(92)199417541
Less: Hedge gain (loss) on deferred cash compensation plans(1)1494447
Nonoperating income (expense), net of NCI - CIPs, as adjusted(2)$(106)$190$373$494
Three Months EndedNine Months Ended
September 30,September 30,
(in millions)2025202420252024
Net gain (loss) on investments, net of NCI - CIPs
Private equity$(14)$9$59$32
Real assets313219
Other alternatives(3)892033
Other investments(4)26202785
Hedge gain (loss) on deferred cash compensation plans(1)1494447
Subtotal3760152216
Other income/gain (expense/loss)(5)(107)57309142
Total net gain (loss) on investments, net of NCI - CIPs(70)117461358
Interest and dividend income113236430555
Interest expense(135)(154)(474)(372)
Net interest income (expense)(22)82(44)183
Nonoperating income (expense), net of NCI - CIPs(92)199417541
Less: Hedge gain (loss) on deferred cash compensation plans(1)1494447
Nonoperating income (expense), net of NCI - CIPs, as adjusted(2)$(106)$190$373$494

(1)

Amount relates to the gain (loss) from economically hedging BlackRock's deferred cash compensation plans.

(2)

Management believes nonoperating income (expense), net of NCI - CIPs, as adjusted, is an effective measure for reviewing BlackRock’s nonoperating results, which ultimately impacts BlackRock’s book value. See Non-GAAP Financial Measures for further information on other non-GAAP financial measures.

(3)

Amounts primarily include net gains (losses) related to credit funds, direct hedge fund strategies and hedge fund solutions.

(4)

Amounts primarily include net gains (losses) related to BlackRock's seed investment portfolio, net of impact of certain hedges.

(5)

Amounts for the three months ended September 30, 2025, include nonoperating noncash pre-tax loss in connection with the Company’s minority investment in Circle of approximately $115 million and nonoperating noncash pre-tax gain in connection with the Company’s minority investment in iCapital Network, Inc. (“iCapital”) of approximately $24 million. Amounts for the nine months ended September 30, 2025, include nonoperating noncash pre-tax gains in connection with the Company’s minority investments in Circle of approximately $215 million, iCapital of approximately $89 million and Scalable Capital Limited of approximately $32 million. Additional amounts include earnings (losses) from certain equity method minority investments and noncash pre-tax gains (losses) related to the revaluation of certain other minority investments.

Income Tax Expense

GAAPAs Adjusted**(1)**
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
September 30,September 30,September 30,September 30,
(in millions)20252024202520242025202420252024
Operating income$1,955$2,006$5,384$5,499$2,621$2,128$6,752$5,784
Total nonoperating income (expense)(2)$(92)$199$417$541$(106)$190$373$494
Income before income taxes(2)$1,863$2,205$5,801$6,040$2,515$2,318$7,125$6,278
Income tax expense$470$574$1,305$1,341$608$603$1,565$1,540
Effective tax rate25.2%26.0%22.5%22.2%24.2%26.0%22.0%24.5%

(1)

As adjusted items are described in more detail in Non-GAAP Financial Measures.

(2)

Net of net income (loss) attributable to NCI - CIPs.

2025. Income tax expense for the nine months ended September 30, 2025 includes a $149 million discrete tax benefit related to the realization of capital losses from changes in the Company's organizational structure and a $62 million discrete tax benefit related to stock-based compensation awards that vested in 2025.

On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, which includes permanently extending key tax provisions from the Tax Cuts and Jobs Act and modifications to the international tax framework. The Company is evaluating the impact of these provisions on the Company's condensed consolidated financial statements.

2024. Income tax expense for the nine months ended September 30, 2024 included a discrete tax benefit of $137 million recognized in connection with the reorganization and establishment of a more efficient global intellectual property and technology platform and corporate structure. This discrete tax benefit has been excluded from as adjusted results due to the nonrecurring nature of the reorganization. In addition, for the nine months ended September 30, 2024 income tax expense included $13 million of discrete tax benefits, including a benefit related to stock-based compensation awards that vested in 2024.

STATEMENT OF FINANCIAL CONDITION OVERVIEW

As Adjusted Statement of Financial Condition

The following table presents a reconciliation of the condensed consolidated statement of financial condition presented on a GAAP basis to the condensed consolidated statement of financial condition, excluding the impact of separate account assets and separate account collateral held under securities lending agreements (directly related to lending separate account securities) and separate account liabilities and separate account collateral liabilities under securities lending agreements and CIPs.

The Company presents the as adjusted statement of financial condition as additional information to enable investors to exclude certain assets that have equal and offsetting liabilities or NCI - CIPs that ultimately do not have an impact on stockholders’ equity or cash flows. Management views the as adjusted statement of financial condition, which contains non-GAAP financial measures, as an economic presentation of the Company’s total assets and liabilities; however, it does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Separate Account Assets and Liabilities and Separate Account Collateral Held under Securities Lending Agreements

Separate account assets are maintained by BlackRock Life Limited, a wholly owned subsidiary of the Company that is a registered life insurance company in the UK, and represent segregated assets held for purposes of funding individual and group pension contracts. The Company records equal and offsetting separate account liabilities. The separate account assets are not available to creditors of the Company and the holders of the pension contracts have no recourse to the Company’s assets. The net investment income attributable to separate account assets accrues directly to the contract owners and is not reported on the condensed consolidated statements of income. While BlackRock has no economic interest in these assets or liabilities, BlackRock earns an investment advisory fee for the service of managing these assets on behalf of its clients.

In addition, the Company records on its condensed consolidated statements of financial condition the separate account collateral obtained under BlackRock Life Limited securities lending arrangements for which it has legal title as its own asset in addition to an equal and offsetting separate account collateral liability for the obligation to return the collateral. The collateral is not available to creditors of the Company, and the borrowers under the securities lending arrangements have no recourse to the Company’s assets.

Consolidated Sponsored Investment Products

The Company consolidates certain sponsored investment products accounted for as variable interest entities (“VIEs”) and voting rights entities (“VREs”). See Note 2, Significant Accounting Policies, in the notes to the consolidated financial statements contained in the 2024 Form 10-K for more information on the Company’s consolidation policy.

The Company cannot readily access cash and cash equivalents, or other assets held by CIPs to use in its operating activities. In addition, the Company cannot readily sell investments held by CIPs in order to obtain cash for use in the Company’s operations.

September 30, 2025
(in millions)GAAP BasisSeparate Account Assets/ Collateral**(1)**CIPs**(2)**As Adjusted
Assets
Cash and cash equivalents$9,979$—$205$9,774
Accounts receivable4,796——4,796
Investments13,669—3,20410,465
Separate account assets and collateral held under securities lending agreements59,80859,808——
Operating lease right-of-use assets1,909——1,909
Other assets(3)9,003—2308,773
Subtotal99,16459,8083,63935,717
Goodwill and intangible assets, net63,518——63,518
Total assets$162,682$59,808$3,639$99,235
Liabilities
Accrued compensation and benefits$2,785$—$—$2,785
Accounts payable and accrued liabilities1,646——1,646
Borrowings12,766——12,766
Separate account liabilities and collateral liabilities under securities lending agreements59,80859,808——
Contingent consideration liabilities7,978——7,978
Deferred income tax liabilities(4)4,997——4,997
Operating lease liabilities2,277——2,277
Other liabilities8,570—3088,262
Total liabilities100,82759,80830840,711
Equity
Total BlackRock, Inc. stockholders’ equity55,519——55,519
Noncontrolling interests6,336—3,3313,005
Total equity61,855—3,33158,524
Total liabilities and equity$162,682$59,808$3,639$99,235

(1)

Amounts represent segregated client assets and related liabilities, in which BlackRock has no economic interest. BlackRock earns an investment advisory fee for the service of managing these assets on behalf of its clients.

(2)

Amounts represent the impact of consolidating CIPs.

(3)

Amount includes property and equipment and other assets.

(4)

Amount includes approximately $6.0 billion of deferred income tax liabilities related to goodwill and intangibles.

The following discussion summarizes the significant changes in assets and liabilities on a GAAP basis. Please see the condensed consolidated statements of financial condition as of September 30, 2025 and December 31, 2024 contained in Part I, Item 1 of this filing. The discussion does not include changes related to assets and liabilities that are equal and offsetting and have no impact on BlackRock’s stockholders’ equity.

Assets. Cash and cash equivalents at September 30, 2025 included $205 million of cash held by CIPs (see Liquidity and Capital Resources for details on the change in cash and cash equivalents during the nine months ended September 30, 2025). Accounts receivable at September 30, 2025 increased $492 million from December 31, 2024, primarily due to higher base fee and technology services receivables. Investments at September 30, 2025 increased $3.9 billion from December 31, 2024 (for more information see Investments herein). Goodwill and intangible assets at September 30, 2025 increased $16.8 billion from December 31, 2024, primarily due to the Preqin, HPS and ElmTree Transactions, partially offset by amortization of intangible assets. Operating lease right-of-use ("ROU") assets at September 30, 2025 increased $390 million from December 31, 2024 (substantially offset by an increase in operating lease liabilities), primarily related to the HPS Transaction. Other assets at September 30, 2025 increased $4.3 billion from December 31, 2024, primarily related to an increase in unit trust receivables (substantially offset by an increase in unit trust payables recorded within other liabilities) and an increase in certain minority investments.

Liabilities. Accrued compensation and benefits at September 30, 2025 decreased $179 million from December 31, 2024, primarily due to 2024 incentive compensation cash payments in the first quarter of 2025, partially offset by 2025 incentive compensation accruals. Contingent consideration liabilities at September 30, 2025 increased $3.7 billion from December 31, 2024, primarily due to the contingent consideration liabilities in connection with the HPS Transaction and a contingent consideration fair value adjustment in connection with the GIP Transaction, largely related to changes in discount rate and passage of time. Operating lease liabilities at September 30, 2025 increased $369 million from December 31, 2024 (substantially offset by an increase in ROU assets), primarily related to the HPS Transaction. Other liabilities at September 30, 2025 increased $4.5 billion from December 31, 2024, primarily due to higher unit trust payables (substantially offset by an increase in unit trust receivables recorded within other assets) and an increase in the deferred carried interest liability, including the deferred carried interest acquired in connection with the HPS Transaction. Net deferred income tax liabilities at September 30, 2025 increased $1.7 billion from December 31, 2024, primarily due to the effects of temporary differences associated with the Preqin, HPS, and ElmTree Transactions, partially offset by the stock-based compensation and realization of capital losses from changes in the Company's organizational structure.

Investments

The Company’s investments were $13.7 billion and $9.8 billion at September 30, 2025 and December 31, 2024, respectively. Investments include CIPs accounted for as VIEs and VREs. Management reviews BlackRock’s investments on an “economic” basis, which eliminates the NCI - CIPS portion of investments that does not impact BlackRock’s book value or net income attributable to BlackRock. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

The Company presents investments, as adjusted, to enable investors to understand the economic portion of investments that is owned by the Company as a gauge to measure the impact of changes in net nonoperating income (expense) on investments to net income (loss) attributable to BlackRock.

The Company further presents net “economic” investment exposure, net of deferred cash compensation investments and hedged exposures, to reflect another helpful measure for investors. The economic impact of investments held pursuant to deferred cash compensation plans is substantially offset by a change in associated compensation expense, and the impact of the portfolio of seed investments is mitigated by futures entered into as part of the Company's macro hedging strategy. Carried interest capital allocations are excluded as there is no impact to BlackRock’s stockholders’ equity until such amounts are realized as performance fees. Finally, the Company’s regulatory investment in Federal Reserve Bank stock, which is not subject to market or interest rate risk, is excluded from the Company’s net economic investment exposure.

September 30,December 31,
(in millions)20252024
Investments, GAAP$13,669$9,769
Investments held by CIPs(9,283)(5,752)
Net interest in CIPs(1)6,0793,877
Investments, as adjusted10,4657,894
Investments related to deferred cash compensation plans(330)(185)
Hedged exposures(1,686)(1,757)
Federal Reserve Bank stock(94)(93)
Carried interest(3,490)(1,983)
Total “economic” investment exposure**(2)**$4,865$3,876

(1)

Amounts include $3.4 billion and $1.9 billion of carried interest (VIEs) at September 30, 2025 and December 31, 2024, respectively, which has no impact on the Company’s “economic” investment exposure.

(2)

Amounts do not include investments in corporate minority investments included in other assets on the condensed consolidated statements of financial condition.

The following table represents the carrying value of the Company’s economic investment exposure, by asset type, at September 30, 2025 and December 31, 2024:

September 30,December 31,
(in millions)20252024
Equity/Fixed income/Multi-asset(1)$3,859$3,025
Alternatives:
Private equity1,0311,199
Real assets686629
Other alternatives(2)975780
Alternatives subtotal2,6922,608
Hedged exposures(1,686)(1,757)
Total “economic” investment exposure$4,865$3,876

(1)

Amounts include seed investments in equity, fixed income, and multi-asset ETFs/mutual funds/strategies.

(2)

Other alternatives primarily include co-investments in credit funds, direct hedge fund strategies, and hedge fund solutions.

As adjusted investment activity for the nine months ended September 30, 2025 was as follows:

(in millions)Nine Months Ended September 30,
Investments, as adjusted, beginning balance$7,894
Acquisition(1)1,972
Purchases/capital contributions1,649
Sales/maturities(1,082)
Distributions(2)(485)
Market appreciation(depreciation)/earnings from equity method investments302
Carried interest capital allocations/(distributions)66
Other(3)149
Investments, as adjusted, ending balance$10,465

(1)

Amount represents investments acquired in connection with the HPS Transaction. See Note 3, Acquisitions, for further information.

(2)

Amount includes distributions representing return of capital and return on investments.

(3)

Amount includes the impact of foreign exchange movements.

LIQUIDITY AND CAPITAL RESOURCES

BlackRock Cash Flows Excluding the Impact of CIPs

The condensed consolidated statements of cash flows include the cash flows of the CIPs. The Company uses an adjusted cash flow statement, which excludes the impact of CIPs, as a supplemental non-GAAP measure to assess liquidity and capital requirements. The Company believes that its cash flows, excluding the impact of the CIPs, provide investors with useful information on the cash flows of BlackRock relating to its ability to fund additional operating, investing and financing activities. BlackRock’s management does not advocate that investors consider such non-GAAP measures in isolation from, or as a substitute for, its cash flows presented in accordance with GAAP.

The following table presents a reconciliation of the condensed consolidated statements of cash flows presented on a GAAP basis to the condensed consolidated statements of cash flows, excluding the impact of the cash flows of CIPs:

(in millions)GAAP BasisImpact on Cash Flows of CIPsCash Flows Excluding Impact of CIPs
Cash, cash equivalents and restricted cash, December 31, 2024$12,779$169$12,610
Net cash provided by/(used in) operating activities1,650(3,037)4,687
Net cash provided by/(used in) investing activities(4,206)117(4,323)
Net cash provided by/(used in) financing activities(539)2,956(3,495)
Effect of exchange rate changes on cash, cash equivalents and restricted cash317—317
Net increase/(decrease) in cash, cash equivalents and restricted cash(2,778)36(2,814)
Cash, cash equivalents and restricted cash, September 30, 2025$10,001$205$9,796

Sources of BlackRock’s operating cash primarily include base fees and securities lending revenue, performance fees, technology services and subscription revenue, advisory and other revenue and distribution fees. BlackRock uses its cash to pay all operating expenses, interest and principal on borrowings, income taxes, dividends/Subco distributions and repurchases of shares and share equivalents, acquisitions, capital expenditures and purchases of co-investments and seed investments.

For details of the Company’s GAAP cash flows from operating, investing and financing activities, see the condensed consolidated statements of cash flows contained in Part I, Item 1 of this filing.

Cash flows provided by/(used in) operating activities, excluding the impact of CIPs, primarily include the receipt of base fees, securities lending revenue, performance fees and technology services and subscription revenue, offset by the payment of operating expenses incurred in the normal course of business, including year-end incentive and deferred cash compensation accrued during prior years, and income tax payments.

Cash flows used in investing activities, excluding the impact of CIPs, for the nine months ended September 30, 2025 were $4.3 billion, primarily reflecting $3.1 billion related to the Preqin Transaction, $369 million related to the HPS Transaction, $879 million of net purchases of investments and $245 million of purchases of property and equipment, partially offset by $297 million of distributions of capital from equity method investees.

Cash flows used in financing activities, excluding the impact of CIPs, for the nine months ended September 30, 2025 were $3.5 billion, primarily resulting from $2.5 billion of dividends/Subco distributions, $1.4 billion worth of share and share equivalents repurchases, including $312 million of employee tax withholdings related to employee stock transactions, and repayment of $796 million of long-term borrowings, partially offset by $1.1 billion of proceeds from long-term borrowings and $153 million from stock options exercised.

The Company manages its financial condition and funding to maintain appropriate liquidity for the business. Management believes that the Company’s liquid assets, continuing cash flows from operations, borrowing capacity under the Company’s existing revolving credit facility and uncommitted commercial paper private placement program, provide sufficient resources to meet the Company’s short-term and long-term cash needs, including operating, debt and other obligations as they come due and anticipated future capital requirements. Liquidity resources at September 30, 2025 and December 31, 2024 were as follows:

September 30,December 31,
(in millions)20252024
Cash and cash equivalents(1)$9,979$12,762
Cash and cash equivalents held by CIPs(2)(205)(169)
Subtotal(3)9,77412,593
Credit facility – undrawn5,9005,400
Total liquidity resources$15,674$17,993

(1)

Amounts exclude restricted cash.

(2)

The Company cannot readily access such cash and cash equivalents to use in its operating activities.

(3)

The percentage of cash and cash equivalents held by the Company’s US subsidiaries was approximately 50% and 65% at September 30, 2025 and December 31, 2024, respectively. See Net Capital Requirements herein for more information on net capital requirements in certain regulated subsidiaries.

Total liquidity resources decreased $2.3 billion during the nine months ended September 30, 2025, primarily reflecting $3.1 billion related to the Preqin Transaction, dividends/distributions of $2.5 billion, share and share equivalent repurchases of $1.4 billion, $879 million of net purchases of investments, and $369 million related to the HPS Transaction, partially offset by a $500 million increase in the aggregate commitment amount under the credit facility, approximately $285 million of net proceeds from long-term borrowings, and cash flows from operating activities.

A significant portion of the Company’s $10.5 billion of investments, as adjusted, is illiquid in nature and, as such, cannot be readily convertible to cash.

Share Repurchases. During the nine months ended September 30, 2025, under the Company’s existing share repurchase program, the Company repurchased an aggregate of 1.1 million shares and share equivalents for approximately $1.1 billion. At September 30, 2025, there were approximately 2.7 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.

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.

BlackRock Institutional Trust Company, N.A. (“BTC”) is chartered as a national bank that does not accept deposits or make commercial loans and whose powers are limited to trust and other fiduciary activities. BTC provides investment management and other fiduciary services, including investment advisory and securities lending agency services, to institutional clients. BTC is subject to regulatory capital and liquid asset requirements administered by the US Office of the Comptroller of the Currency.

At September 30, 2025 and December 31, 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.

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 September 30, 2025. At September 30, 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 September 30, 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 September 30, 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 September 30, 2025, there was no amount outstanding.

Long-Term Borrowings

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 September 30, 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 €700 million (or approximately $823 million based on the EUR/USD foreign exchange rate at September 30, 2025) 1.25% Notes in May 2025 at maturity. Interest of approximately €38 million (or approximately $44 million based on the EUR/USD foreign exchange rate at September 30, 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.

At September 30, 2025, the principal amount of long-term notes outstanding was $12.9 billion. See Note 15, Borrowings, in the 2024 Form 10-K for more information on overall borrowings outstanding as of December 31, 2024.

During the nine months ended September 30, 2025, the Company paid approximately $421 million of interest on long-term notes. Future principal repayments and interest requirements at September 30, 2025 were as follows:

(in millions)
YearPrincipalInterest**(1)**Total Payments
Remainder of 2025$—$58$58
2026—505505
20271,5004941,994
2028—446446
20291,5004181,918
20301,0003781,378
Thereafter(1)8,8754,12212,997
Total$12,875$6,421$19,296

(1)

The amounts related to the 2035 Notes are calculated using the EUR/USD foreign exchange rate as of September 30, 2025.

Supplemental Guarantor Information

BlackRock, Inc. (“New BlackRock”) is the issuer of 4.6% Notes due 2027, 4.7% Notes due 2029, 5.0% Notes due 2034, 4.9% Notes due 2035, 3.75% Notes due 2035, 5.25% Notes due 2054 and 5.35% Notes due 2055 (collectively the "New BlackRock Notes"), which are fully and unconditionally guaranteed on a senior unsecured basis by Old BlackRock ("Notes Guarantees"). The New BlackRock Notes and the Notes Guarantees rank equally in right of payment with all of BlackRock's and Old BlackRock's other unsubordinated indebtedness, respectively. No other subsidiary of New BlackRock or Old BlackRock guarantees the New BlackRock Notes. The Notes Guarantees will be automatically and unconditionally released and discharged, and Old BlackRock will be released from all obligations under the indenture in its capacity as guarantor, in certain circumstances as described in the separate indentures governing the New BlackRock Notes. See Note 14, Borrowings, in the notes to the condensed consolidated financial statements and Note 15, Borrowings, in the 2024 Form 10-K for further information on New BlackRock Notes.

In October 2024, in connection with the closing of the GIP Transaction, New BlackRock also entered into a guarantee (the “New BlackRock Guarantee”) pursuant to which New BlackRock fully and unconditionally guaranteed, on a senior unsecured basis, the remaining obligations of Old BlackRock with respect to its previously issued senior unsecured notes. The New BlackRock Guarantee ranks equally in right of payment with all of New BlackRock's other unsubordinated indebtedness. In certain circumstances as described in the New BlackRock Guarantee, the New BlackRock Guarantee will be automatically and unconditionally released and discharged, and New BlackRock will be released from all obligations under the New BlackRock Guarantee.

The following presents unaudited summarized financial information of New BlackRock and Old BlackRock (together with New BlackRock, the "Obligor Group") on a combined basis as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025. Intercompany balances and transactions between New BlackRock and Old BlackRock have been eliminated, and balances and transactions with subsidiaries, which are not part of the Obligor Group, have been separately presented, and investments in and equity in earnings related to subsidiaries of New BlackRock and Old BlackRock, which are not members of the Obligor Group, have been excluded.

Summarized Balance Sheet (unaudited)

September 30,December 31,
(in millions)20252024
Assets
Receivables from non-guarantor subsidiaries$3,195$7,681
Goodwill and intangible assets27,34927,273
Other assets428362
Total assets$30,972$35,316
Liabilities
Borrowings$12,766$12,314
Payable to non-guarantor subsidiaries4,79710,206
Other liabilities3,0903,278
Total liabilities$20,653$25,798

Summarized Income Statement (unaudited)

For the three months ended September 30, 2025, net loss of the Obligor Group was $272 million, primarily comprised of $72 million amortization expense, a loss of $52 million primarily related to a contingent consideration fair value adjustment, and $131 million of interest expense, partially offset by a tax benefit. Revenue during this period was not material.

For the nine months ended September 30, 2025, net loss of the Obligor Group was $738 million, primarily comprised of $213 million amortization expense, a loss of $219 million primarily related to a contingent consideration fair value adjustment, and $383 million of interest expense, partially offset by a tax benefit. Revenue during this period was not material.

Commitments and 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 any contingent consideration is estimated at the time of acquisition closing and is included in contingent consideration liabilities on the condensed consolidated statements of financial condition. The fair value of the remaining aggregate contingent payments at September 30, 2025 totaled $8.0 billion, including $4.4 billion and $3.4 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, in the notes to the condensed consolidated financial statements for more information.

Investment Commitments. At September 30, 2025, the Company had $1.2 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 condensed 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.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ significantly from those estimates. These estimates, judgments and assumptions are affected by the Company’s application of accounting policies. Management considers the following accounting policies and estimates critical to understanding the condensed consolidated financial statements. These policies and estimates are considered critical because they had a material impact, or are reasonably likely to have a material impact on the Company’s condensed consolidated financial statements and because they require management to make significant judgments, assumptions or estimates. For a summary of these and additional accounting policies as well as recent accounting developments, see Note 2, Significant Accounting Policies, in the notes to the condensed consolidated financial statements. In addition, see Critical Accounting Policies and Estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2, Significant Accounting Policies, in the 2024 Form 10-K for further information.

Consolidation. The Company consolidates entities in which the Company has a controlling financial interest. The Company has a controlling financial interest when it owns a majority of the VRE or is a primary beneficiary (“PB”) of a VIE. Assessing whether an entity is a VIE or a VRE involves judgment and analysis on a structure-by-structure basis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure, the rights of equity investment holders, 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 VREs are consolidated if the Company can exert absolute control over the financial and operating policies of the investee, which generally exists if there is greater than 50% voting interest. Entities that are determined to be VIEs are consolidated if the Company is the PB of the entity. BlackRock is deemed to be the PB of a VIE if it (1) has the power to direct the activities that most significantly impact the entities’ economic performance and (2) has the obligation to absorb losses or the right to receive benefits that potentially could be significant to the VIE. There is judgment involved in assessing whether the Company is the PB of a VIE. In addition, the Company’s ownership interest in VIEs is subject to variability and is impacted by actions of other investors such as ongoing redemptions and contributions. The Company generally consolidates VIEs in which it holds an economic interest of 10% or greater and deconsolidates such VIEs once its economic interest falls below 10%. As of September 30, 2025, the Company was deemed to be the PB of approximately 120 VIEs, which are BlackRock sponsored investment products. See Note 6, Consolidated Sponsored Investment Products, in the notes to the condensed consolidated financial statements for more information.

Fair Value Measurements. The Company’s assessment of the significance of a particular input to the fair value measurement according to the fair value hierarchy (i.e., Level 1, 2 and 3 inputs, as defined) in its entirety requires judgment and considers factors specific to the financial instrument. See Note 2, Significant Accounting Policies, and Note 8, Fair Value Disclosures, in the notes to the condensed consolidated financial statements for more information on fair value measurements.

Goodwill and Intangible Assets. The Company accounts for business combinations using the acquisition method of accounting, where the purchase price is allocated to the assets acquired and liabilities assumed based on their fair values at the date of the transaction. Any excess purchase consideration over the fair value of net assets acquired is recorded as goodwill.

The Company determines fair value of identifiable intangible assets acquired using the best available information which incorporates various estimates and assumptions, including, but not limited to, future expected cash flows, fundraising assumptions, useful lives, and discount rates. These estimates are based on historical data, internal estimates, or external sources. Unanticipated events may affect these assumptions. During the nine months ended September 30, 2025, BlackRock recorded approximately $3.0 billion of indefinite-lived management contracts, $2.7 billion of finite-lived management contracts and $965 million of finite-lived investor relationships 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 in connection with the Preqin Transaction.

The acquisition date fair value of the indefinite and finite-lived management contracts as well as finite-lived investor relationships recorded in connection with the HPS Transaction were determined using an income approach. The assumptions used in the income approach primarily included discount rates ranging from 8.0%-12.0%, as well as estimated revenue projections, synergies, investor attrition, operating profits and tax rates.

The acquisition date fair value of customer relationships and technology-related intangible assets recorded in connection with the Preqin Transaction were determined using an income approach and a replacement cost approach, respectively. The assumptions used in the income approach primarily included discount rates ranging from 11.0%-11.5%, as well as estimated revenue projections, operating profits and tax rates. The assumptions used in the replacement cost approach primarily included a discount rate of 10.5% as well as estimated reproduction costs and third-party developer's profit and opportunity cost of capital invested.

Both the income and the replacement cost approaches include certain significant assumptions, which are inherently uncertain and unpredictable. While the Company believes these assumptions to be reasonable and appropriate, changes in these estimates could produce different fair value amounts.

During the nine months ended September 30, 2025 and 2024, the Company assessed its intangible assets for impairment as of July 31, 2025 and 2024, respectively. During the nine months ended September 30, 2025, the Company determined that no impairment charges were required and that the classification of indefinite-lived versus finite-lived intangibles was still appropriate and no changes were required to the expected lives of the finite-lived intangibles. During the nine months ended September 30, 2024, the Company determined that the indefinite-lived intangible assets related to certain acquired open-end management contracts were impaired, and as a result, recorded a noncash impairment charge of $50 million, included within amortization and impairment of intangible assets expense on the condensed consolidated statements of income. The impairment was primarily the result of a decrease in certain quantitative factors, including reduced growth expectation, lower revenue basis points and net client outflows, which caused the fair value to decline below its carrying value. While the Company believes all assumptions utilized in the analysis are reasonable and appropriate, changes in these estimates could produce different fair value amounts, which could drive additional impairment in future periods. In addition, the Company determined, that no impairment charges were required for any other intangible assets, and that the classification of indefinite-lived versus finite-lived intangibles was still appropriate and no changes were required to the expected lives of the finite-lived intangibles. The Company continuously monitors various factors, including AUM, for potential indicators of impairment.

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 condensed consolidated statements of financial condition. The fair value of the remaining aggregate contingent payments at September 30, 2025 totaled $8.0 billion, including $4.4 billion and $3.4 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, ranging from 4.0 million to 5.2 million shares, subject to achieving certain performance targets. The fair value of the GIP Transaction contingent consideration is estimated using the income approach, which included certain significant inputs such as a risk-free discount rate of approximately 3.6% 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).

The 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. The fair value of the HPS Transaction contingent consideration is estimated using the income approach, which included certain significant inputs such as 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 stock price performance (Level 3 inputs).

Subsequent changes of estimated fair value of contingent consideration are recorded within general and administration expense of the condensed consolidated statements of income until the contingency is resolved. Accordingly, changes in the key inputs and assumptions described will impact the amount of contingent consideration expense recorded in a reporting period.

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 ("SMAs"). 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. These factors include but are not limited to whether: (1) the amounts are dependent on the financial markets and, thus, are highly susceptible to factors outside the Company’s influence; (2) the ultimate payments have a large number and a broad range of possible amounts; and (3) the funds or SMAs have the ability to (a) invest or reinvest their sales proceeds or (b) distribute their sales proceeds and determine the timing of such distributions.

The Company is allocated/distributed 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 products. Carried interest subject to such clawback provisions is recorded in investments or cash and cash equivalents to the extent that it is distributed, on its condensed 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. At September 30, 2025 and December 31, 2024, the Company had $3.4 billion and $1.9 billion, respectfully, of deferred carried interest recorded in other liabilities on the condensed consolidated statements of financial condition. A portion of the deferred carried interest may also be paid to certain employees and other third parties. The ultimate timing of the recognition of performance fee revenue and related compensation expense, if any, is unknown. See Note 16*, Revenue,* in the notes to the condensed consolidated financial statements for detailed changes in the deferred carried interest liability balance for the three and nine months ended September 30, 2025 and 2024.

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