Blackstone (BX) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A348 rewritten687 added122 removed726 unchanged
All filing items2,063 rewritten1,918 added963 removed5,026 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 1,918 added, 963 removed, 2,063 rewritten and 5,026 unchanged across 20 items that differ.
Sentences by item
25 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
348 rewritten, 687 added, 122 removed, 726 unchanged
[removed: Such conditions and/or events can adversely affect our business in many ways, including] reducing the ability of our funds to raise or deploy capital, reducing the value or performance of our funds’ investments and making it more difficult for our funds to exit and realize value from existing [removed: investment.][added: investments.]
[removed: In addition, in the face of a difficult market or economic environment, we] [added: This] may [removed: need to reduce our fixed costs and other expenses in order to maintain profitability, including] [added: include] cutting back or eliminating the use of certain services or service providers, or terminating the employment of a significant number of our personnel that, in each case, could be important to our business and without which our operating results could be adversely affected.
[removed: This can have a material and rapid impact on our mark-to-market] valuations, particularly with respect to our public holdings and credit investments.
The valuations of our funds’ real estate assets, and fundraising in certain of our real estate strategies targeting [removed: high-net-worth investors, have been adversely impacted by elevated interest rates and a high cost of capital.]
[removed: An extended period of high] [added: decrease, or a further increase, in] interest rates would continue to present a challenge to real estate valuations.
As publicly traded equity securities have in recent years represented [added: a] meaningful proportion of the assets of many of our funds, stock market volatility, including a sharp decline in the stock market, may adversely affect our results, including our revenues and net income.
Moreover, our public equity holdings have at times been concentrated in a few large positions, thereby making our unrealized [removed: mark-to-market valuations particularly sensitive to sharp changes in the price of any of these positions.]
Geopolitical concerns and other global events outside of our control have [added: also] contributed and may continue to contribute to volatile global equity and debt [removed: markets.][added: markets, particularly as geopolitical instability has in recent years become more prevalent.]
These concerns and events include, without limitation, trade conflict, civil unrest, threats to national security, [added: and] national and international [removed: political circumstances] [added: security events] (including war, terrorist acts or [removed: security operations) and pandemics or] other [removed: severe public health events.][added: hostilities).]
[removed: In addition, slowing growth in certain real estate sectors with excess near-term] supply, such as life sciences office and U.S. multifamily, has negatively impacted and may continue to negatively impact the valuations of assets in such sectors in the [removed: near-term.]
[removed: To the extent the performance of] [added: We,] our [added: funds, our portfolio companies and our] funds’ investments [removed: in such companies, as well as valuation][added: could be exposed to risks to the extent]
In addition, as the governing agreements of our funds contain only limited [removed: requirements] [added: requirements, if any,] regarding diversification of fund investments (by, for example, sector or geographic region), during periods of economic slowdown in certain sectors or regions, the impact on our funds may be exacerbated by concentration of investments in such sectors or regions.
[removed: Furthermore, negative market conditions] [added: This] could [removed: potentially] result in a [removed: portfolio company entering bankruptcy proceedings, thereby potentially resulting in a] complete loss of the fund’s investment in such portfolio company and a significant negative impact to the fund’s performance and consequently to our operating results and cash flow, as well as to our reputation.
In addition, negative market conditions would also increase the risk of default with respect to investments held by our funds that have significant debt investments, such as our [removed: credit-focused funds.]
High interest rates and challenging debt market conditions have negatively impacted and could continue to negatively impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access [removed: the] capital markets, which could adversely affect investment and realization opportunities, lead to lower-yielding investments and potentially decrease our net income.
[removed: High] [added: Elevated] interest rates create downward pressure on the value of certain assets owned by our funds, including, among others, real estate and [removed: fixed-rate debt.]
[removed: An extended period of high] [added: decrease, or a further increase in,] interest rates would continue to present a challenge for the valuations of such assets, as well as for fundraising in certain of our [removed: real estate] strategies targeting [removed: high-net-worth investors.]
Relatedly, opportunities to realize value from certain of our [added: funds’] investments are likely to continue to be more limited if interest rates remain at high levels for an extended [removed: period, such as, in certain real estate sectors and operating companies given the potential adverse impact on equity prices and caution on the part of potential acquirers.][added: period.]
For example, a portion of the indebtedness used to finance certain fund investments often includes [removed: high-yield debt securities issued in the capital markets.]
[removed: Availability of capital from the high-yield] debt markets is subject to significant volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all, when completing an investment.
If our funds [removed: are] [added: were] unable to obtain committed debt financing for potential acquisitions, [removed: can] [added: or could] only obtain debt financing at an increased interest rate or on unfavorable terms or the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an [removed: acquisition,][added: acquisition.]
In addition, [removed: rising] [added: high] interest rates, coupled with periods of significant equity and credit market [removed: volatility] [added: volatility,] may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments.
In addition, to the extent that [added: (a)] market conditions, and/or tax or other regulatory changes make it difficult or not possible to refinance debt that is maturing in the near term, or [removed: to the extent that] [added: (b)] such refinancing would result in a rating agency viewing a portfolio company as having incurred an excessive amount of debt, some of our funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection.
A number of our [removed: funds, including our real estate and private equity funds,] [added: funds] have invested and intend to continue to invest in large transactions or transactions that otherwise have substantial business, regulatory or legal complexity and may be more difficult to execute successfully than smaller or less complex investments.
We may also fail to consummate identified investment opportunities because of regulatory or legal complexities or uncertainty and adverse developments in the U.S. or global economy, financial markets or geopolitical [removed: conditions, and our ability to deploy capital in certain countries may be adversely impacted by U.S. and foreign government policy changes and regulations.][added: conditions.]
[removed: For example,] [added: In addition,] the ability to deploy capital in China has been adversely impacted by policies and regulations in [removed: China and] the U.S., which may be exacerbated prospectively.
[removed: For example, the President signed an Executive Order in August 2023 that established an outbound investment screening regime intended to regulate or prohibit certain investments by U.S. persons in advanced technology sectors in China and other jurisdictions that may be designated as a “country of concern.”] See [removed: “— Laws] [added: “—Laws] and regulations on foreign direct investment applicable to us and our funds’ portfolio companies, both within and outside the [removed: U.S,] [added: U.S.,] may make it more difficult for us to deploy capital in certain jurisdictions or to sell assets to certain buyers.”
Our revenue, earnings, net income and cash flow can all vary [removed: materially,] [added: materially due to our reliance on Performance Revenues,] which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our common stock to decline.
[removed: We may experience fluctuations in our results, including our revenue and net income, from quarter to quarter due to a number of other factors, including] [added: These include] timing of realizations, changes in the valuations of our funds’ investments, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses and the degree to which we encounter [removed: competition, each of which may be impacted by economic and market conditions.][added: competition.]
For certain of our [added: perpetual capital] vehicles, including [removed: our] [added: certain] Core+ real estate [removed: and] [added: funds,] infrastructure [removed: funds and] [added: focused funds,] BCRED and other of our perpetual capital vehicles, [removed: which] [added: that] have in recent years become increasingly large contributors to our earnings, [removed: our] incentive income is paid [removed: between] [added: to us in varying frequencies, ranging from] quarterly [removed: and] [added: to] every five years.
If one of these vehicles experiences losses, we will not earn incentive income from it until it surpasses the previous [removed: high-water mark.]
[removed: Our cash flow may fluctuate significantly because] [added: For our carry funds,] we receive Performance Allocations [removed: from our carry funds] only when investments are realized and achieve a certain preferred return.
Even if an investment proves to be profitable, it may be a number of years before any profits can be realized, particularly if market conditions [removed: were unaccomodating.][added: are unaccommodating.]
We recognize revenue on investments in our investment funds based on our allocable share of realized and unrealized gains (or losses) reported by such investment [removed: funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue and possibly cash flow, which could further increase the volatility of our quarterly results.][added: funds.]
[removed: We primarily use cash to, without limitation (a) provide capital] [added: commitments] to [removed: facilitate the growth of] our [removed: existing businesses, which principally includes funding our general partner] [added: funds] and [removed: co-investment commitments to] [added: warehousing investments for] our funds, (b) provide capital for business expansion, (c) pay operating expenses, including cash compensation to our employees, and other obligations as they arise, including servicing our debt and (d) pay dividends to our stockholders, make distributions to the holders of Blackstone Holdings Partnership Units and make repurchases under our share repurchase program.
Our principal sources of cash are: (a) cash we received in connection with our prior bond [removed: offerings,] [added: offerings and other borrowings,] (b) management fees, (c) realized incentive fees and (d) realized performance allocations, which is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensation.
We have also entered into a $4.325 billion revolving credit facility with a final maturity date of December 15, [removed: 2028.][added: 2028 the (“Revolving Credit Facility”).]
Our long-term debt totaled [removed: $10.7] [added: $11.3] billion in borrowings from our prior bond issuances.
As of December 31, [removed: 2023,] [added: 2024,] we had no borrowings outstanding under [removed: our revolving credit facility.][added: the Revolving Credit Facility.]
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $3.0] [added: $2.0] billion in Cash and Cash Equivalents, [removed: $803.9 million] [added: $1.1 billion] invested in Corporate Treasury Investments and [removed: $4.3] [added: $5.8] billion in Other Investments.
Such conditions and/or events can adversely affect our business in many ways, including
In addition, in the face of a difficult market or economic environment, we may need to reduce our fixed costs and other expenses in order to maintain profitability.
This can have a material and rapid impact on our
mark-to-market
mark-to-market
valuations particularly sensitive to sharp changes in the price of any of these positions.
Although decelerating, inflation remains above the U.S. Federal Reserve’s target levels.
Despite multiple federal fund rate decreases over the course of 2024, interest rates have remained elevated, with the U.S. Federal Reserve indicating in early 2025 an expectation of slower rate decreases moving forward.
Periods of elevated inflation and high interest rates, such as that experienced in recent years, can contribute to significant volatility in debt and equity markets and economic deceleration or contraction in the rate of growth in certain industries, sectors or geographies.
Economic slowdown may contribute to poor financial results for our funds’ portfolio companies or assets, which may result in lower investment returns for our funds.
high-net-worth
investors, have been adversely impacted by elevated interest rates and a high cost of capital.
slower-than-expected
Such factors are even more challenging in the life science office and traditional office market, as well as other properties with
long-term
leases that do not provide for
short-term
rent increases.
For example, in the U.S., the current Presidential administration has stated its intention to make governmental policy and regulatory changes in a variety of areas, including the imposition of tariffs or other trade barriers.
In that connection, certain countries subject to those changes have expressed an intent to impose similar measures in return.
Outside the U.S., ongoing wars in the Middle East and Ukraine, as well as concern as to whether China’s stimulus measures will effectively stabilize slowing economic growth in the country, have further contributed to global economic uncertainty and volatility in the global financial markets.
This may adversely impact our performance and the performance of our funds and their respective portfolio companies.
In addition, severe public health events, such as those caused by the
COVID-19
pandemic, may occur from time to time, and could directly and indirectly impact us in material respects that we are unable to predict or control, including by threatening our employees’
well-being
and morale and interrupting business activities.
In addition, related factors may materially and adversely affect us, including the effectiveness of governmental responses, the extension, amendment or withdrawal of any government programs or initiatives and the timing and speed of economic recovery.
Actions taken in response may contribute to significant volatility in the financial markets, resulting in increased volatility in equity prices, material interest rate changes, supply chain disruptions, such as simultaneous supply and demand shock to global, regional and national economies, and an increase in inflationary pressures.
In addition, slowing growth in certain markets and real estate sectors with excess
near-term
near-term.
A sustained high interest rate environment could increase the likelihood of an economic slowdown.
While inflation decelerated over 2024, profit margins may be pressured if inflation
re-accelerates,
particularly for companies that lack pricing power.
Furthermore, negative market conditions could potentially result in a portfolio company entering bankruptcy proceedings.
credit-focused
funds.
Although the U.S. Federal Reserve lowered interest rates three times over the course of 2024, it has expressed an expectation that any such decreases would be slower going forward.
While inflation in the U.S. has decreased significantly in recent months, 2023 was characterized by elevated inflation and high interest rates, which contributed to significant volatility in debt and equity markets.
Such factors could be even more challenging for traditional office properties and those properties with long-term leases that do not provide for short-term rent increases.
In addition, should inflation begin to increase again, some of our funds’ portfolio companies’ profit margins may be pressured, particularly against a backdrop of economic slowdown or contraction.
In China, after a period of measures instituted to control the rate of economic growth in the country, the China growth rate has been slowing, and further slowing could have a systemic impact on the global economy and on equity and debt markets.
Geopolitical instability has in recent years become more prevalent.
For example, the ongoing war between Russia and Ukraine, and Israel’s war against Hamas, and the global responses thereto, have contributed to volatility in the global financial markets, which may adversely impact our performance and the performance of our funds and their respective portfolio companies.
Should inflation, which recently has decreased significantly, begin to increase again, our funds’ portfolio companies profit margins may be pressured, particularly if such companies lack pricing power against a backdrop of economic slowdown or contraction.
For example, high rates of inflation and significant interest rate increases contributed to significant market volatility in 2022 and 2023, which disproportionately negatively impacted the value of future cash flows of technology and growth companies.
These companies may be subject to continued depressed, or even further declines in, values in a challenging market environment.
multiples, do not ultimately improve, our funds may sell those assets at values that are less than we projected or even at a loss, thereby significantly affecting those investment funds’ performance.
In light of elevated inflation, the U.S. Federal Reserve increased interest rates eleven times over the course of 2022 and 2023.
In addition, during 2023, financing markets experienced challenges amid the failure of multiple U.S. regional banks.
or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our funds’ performance and therefore our revenues.
The varying frequency of these payments will contribute to the volatility of our cash flow.
Our ability to raise capital from third-party investors depends on a number of factors, including certain factors that are outside our control.
not be able to maintain our current fund fee and carried interest terms.
Fee or carried interest income reductions, or placement fee increases, on existing or future products, without corresponding decreases in our cost structure, would adversely affect our revenues and profitability.
In addition, such agreements may not be
For example, the U.S. Federal Trade Commission (the “FTC”) published a proposed rule in January 2023 that, if issued in its current form, would generally prohibit post-employment non-competition provisions in agreements between employers and their employees.
Further, in 2023, legislation that would ban post-employment non-competition agreements was introduced in New York, but subsequently vetoed by the Governor.
Similar legislation is likely to be reintroduced in 2024 and if enacted, would generally prohibit some or all post-employment non-competition provisions in employment agreements.
For example, the Inflation Reduction Act of 2022 imposes, among other things, a minimum “book” tax on certain large corporations and creates a new excise tax on net stock repurchases made by certain publicly traded corporations.
At the U.S. federal level, the SEC has proposed changes to Regulation S-P, which would require, among other things, that investment companies, broker-dealers, and SEC-registered investment advisers notify affected individuals of a breach involving their personal financial information within 30 days of becoming aware that it occurred.
We intend to seek to avail ourselves of the potential benefits, insights and efficiencies that are available through the use of AI Technologies, which presents a number of potential risks that cannot be fully mitigated.
The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions.
In addition to the U.S. regulatory framework, the EU is in the process of introducing a new regulation applicable to certain AI Technologies and the data used to train, test and deploy them, which if enacted, could impose significant requirements on both the providers and deployers of AI Technologies.
The SEC’s stated examination priorities also include investment advisers’ and funds’ compliance with recently adopted rules, including those referenced herein.
Statements by SEC staff in 2023 and the SEC’s enforcement and rulemaking activities reflected a focus on certain of these topics and on bolstering transparency in the private funds industry, including with respect to fees earned and expenses charged by advisers.
Most significantly, in August 2023, the SEC adopted new rules and amendments to existing rules under the Advisers Act (collectively, the “Private Fund Adviser Rules”).
The Private Fund Adviser Rules require registered investment advisers to distribute quarterly statements containing detailed information about, among other things, compensation, fees and expenses, investments, and performance; obtain an annual audit for private funds; and obtain a fairness or valuation opinion and make certain disclosures in connection with adviser-led secondary transactions.
In addition, the rules restrict all investment advisers from engaging in certain practices unless they satisfy specified disclosure, and in some cases, consent requirements.
The Private Fund Adviser Rules also prohibit providing preferential liquidity and information rights to investors unless certain conditions are met.
Although there is a pending legal challenge to the Private Fund Adviser Rules, whether such legal challenge will succeed is uncertain.
The Private Fund Adviser Rules are complemented by amended rules that require enhanced record retention and documentation.
Certain investors have demonstrated increased concern with respect to asset managers taking certain actions that could adversely impact the value of, or, refraining from taking certain actions that could improve the value of, an existing or potential investment.
Other investors have voiced concern with respect to asset managers’ policies that may result in such managers subordinating the interests of investors based solely or in part on ESG considerations.
There has been increased regulatory focus on ESG-related practices by investment managers, particularly with respect to the accuracy of statements made regarding ESG practices, initiatives and investment strategies.
The SEC maintains an enforcement task force to examine ESG practices and disclosures by public companies and investment managers and identify inaccurate or misleading statements, often referred to as “greenwashing.” The SEC has commenced enforcement actions against at least three investment advisers relating to ESG disclosures and policies and procedures failures, and we expect that there will continue to be significant enforcement activity in this area.
The SEC has also proposed or adopted two ESG-related rules for investment advisers and for 1940 Act funds that address, among other things, enhanced ESG-related disclosure requirements concerning the use of ESG themes in their investing practices.
This could increase the risk that we are perceived as, or accused of, greenwashing.
An excerpt. Shown here: 40 of 348 rewritten, 40 of 687 added and 40 of 122 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
526 rewritten, 533 added, 373 removed, 862 unchanged
The following discussion and analysis should be read in conjunction with Blackstone Inc.’s consolidated financial statements and the related notes included within this Annual Report on [removed: Form 10-K.]
Our business is organized into four segments: Real Estate, Private Equity, Credit & Insurance and [removed: Hedge Fund Solutions.][added: Multi-Asset Investing.]
We generate revenue [removed: primarily] from fees earned pursuant to contractual arrangements with [removed: funds] [added: funds, fund investors] and [removed: investors,] [added: fund portfolio companies,] and [added: from] capital markets services.
We also invest in the funds we manage and we are entitled to a [removed: pro-rata share of the income of the fund (a “pro-rata allocation”).]
[removed: In addition to a pro-rata] allocation, and assuming certain investment returns are achieved, we are entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”).
In certain structures, we receive a contractual incentive fee from an investment [removed: fund] [added: vehicle] based on achieving certain investment returns (an “Incentive Fee,” and together with Performance Allocations, “Performance Revenues”).
Fair values are affected by changes in the fundamentals of our [added: portfolio companies and other] investments, the industries in which they operate, the overall economy and other market conditions.
[removed: The Bureau of Economic Analysis’] [added: In Japan, the] advance estimate of [removed: U.S.] real GDP indicated [removed: growth] [added: a contraction] of [removed: 2.5%] [added: 0.2%] year-over-year in [removed: 2023, up] [added: 2024, down] from [removed: 1.9%] [added: 1.5% growth] in [removed: 2022.][added: 2023.]
In China, real GDP [removed: growth increased to 5.2% year over year] [added: grew 5.0% year-over-year] in [removed: 2023, up] [added: 2024, down] from [removed: 3%] [added: 5.4%] in [removed: 2022, but] [added: 2023 and] below the [removed: yearly] average of [removed: 6% over] the [removed: last] [added: preceding] ten years.
The S&P 500 [removed: rose 12%] [added: delivered a total return of 2.0%] in the fourth quarter and [removed: increased 26%] [added: 25.0%] for the full year.
[removed: Most] [added: All] sectors gained during the year, led by [removed: information technology,] [added: the telecom sector,] which rose [removed: 58%.][added: 40.2%.]
Oil prices [removed: declined during the year,] [added: were largely unchanged,] with the price of West Texas Intermediate crude oil [removed: down 11%] [added: up 0.1%] in [removed: 2023] [added: 2024] to [removed: $72] [added: $71.72] per barrel.
The Henry Hub Natural Gas spot price [removed: decreased 44% in 2023] [added: increased 45% year-over-year] to [removed: $2.51.][added: $3.63.]
Capital markets activity [removed: declined,] [added: expanded moderately,] with global initial public offering volumes [removed: down 31%] [added: up 4%] and global announced merger and acquisition volumes [removed: down 16%] [added: up 12%] compared to [removed: 2022.][added: 2023; however, both metrics remain below prior peak levels.]
In credit markets, the S&P leveraged loan index increased [removed: 13%] [added: 9.0%] in [removed: 2023,] [added: 2024] while the Credit Suisse high yield bond index rose [removed: 14%.][added: 7.9%.]
High yield spreads tightened [removed: 135] [added: 57] basis points in [removed: 2023,] [added: 2024,] while issuance increased 64% year-over-year.
Short-term [removed: rates, however, increased] [added: rates decreased] in [removed: 2023] [added: 2024] with three-month SOFR [removed: up 74] [added: down 103] basis points to [removed: 5.33% at year end.][added: 4.31%.]
For additional information see Note [removed: 13.][added: 12.]
Financial Statements and Supplementary [removed: Data.”][added: Data — Notes to Consolidated Financial Statements — Note 14.]
[removed: ][added: ]
Summary of Significant Accounting Policies” and “— Critical Accounting Policies.” Our key [removed: non-GAAP financial measures and operating indicators and metrics are discussed below.]
[removed: See “— Non-GAAP] Financial Measures” for our reconciliation of Distributable Earnings.
Further, the current tax provision utilized when calculating Taxes and Related Payables and Distributable Earnings reflects the benefit of deductions available to the company on certain expense items that are excluded from the underlying calculation of Segment Distributable Earnings and Total Segment Distributable Earnings, such as equity-based compensation charges and certain Transaction-Related and [removed: Non-Recurring Items where there is a current tax provision or benefit.]
[removed: Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling] ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related and [removed: Non-Recurring Items.]
[removed: Transaction-Related and Non-Recurring] Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and [removed: non-recurring gains, losses, or other charges, if any.]
They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and [removed: non-recurring gains, losses or other charges that affect period-to-period comparability and are not reflective of Blackstone’s operational performance.]
[removed: See “— Non-GAAP] Financial Measures” for our reconciliation of Segment Distributable Earnings.
In the year ended December 31, 2023, Realized Performance Compensation [removed: was] increased by an aggregate of $65.0 million and Fee Related Compensation [removed: was] decreased by a corresponding amount.
In the year ended December 31, [removed: 2022,] [added: 2024,] Realized Performance Compensation [removed: was] increased by an aggregate of [removed: $77.0] [added: $83.1] million and Fee Related Compensation decreased by a corresponding amount.
These changes to Realized Performance Compensation and Fee Related Compensation reduced Net Realizations, increased Fee Related Earnings and had a neutral impact to Income Before Provision (Benefit) for Taxes and Distributable Earnings in the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]
[removed: See “— Non-GAAP] Financial Measures” for our reconciliation of Fee Related Earnings.
[removed: Other Operating Expenses is presented on a segment basis and is equal to General, Administrative and Other Expenses, adjusted to (a) remove the amortization of transaction-related intangibles,] [added: gains, losses or other charges, if any,] (b) remove certain expenses reimbursed by the Blackstone Funds which are netted against Management and Advisory Fees, Net in Blackstone’s segment presentation and (c) give effect to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units.
[removed: See “— Non-GAAP] Financial Measures” for our reconciliation of Adjusted EBITDA.
[removed: Net Accrued Performance Revenues is a non-GAAP] financial measure Blackstone believes is useful to stockholders as an indicator of potential future realized performance revenues based on the current investment portfolio of the funds and vehicles we manage.
[removed: See “— Non-GAAP] Financial Measures” for our reconciliation of Net Accrued Performance Revenues and Note 2 “Summary of Significant Accounting Policies — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8.
The alternative asset management business is primarily based on managing [removed: third party] [added: third-party] capital and does not require substantial capital investment to support rapid growth.
Total [removed: and Fee-Earning] Assets Under Management [added: and]
[removed: Total] Assets Under Management [removed: refers to the assets we manage.]
[removed: Our] Total Assets Under Management [added: generally] equals the sum [removed: of:][added: of the following across Blackstone-managed or advised vehicles, as applicable:]
[removed: | | (a) | the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us plus] [added: Uncalled commitments represent] the capital [removed: that] we are entitled to call from investors [removed: in those funds and entities] pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment [removed: periods, |][added: periods.]
Form 10-K.
For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, see “Part II.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Exhibit 99.1 of Blackstone’s Current Report on
Form 8-K
filed on November 25, 2024.
pro-rata
share of the income of the fund (a
“pro-rata
allocation”).
In addition to a
pro-rata
Global markets experienced volatility in 2024, due to significant movement in Treasury yields, a strong U.S. Dollar, global geopolitical instability and macroeconomic uncertainty.
The
10-year
Treasury yield increased 86 basis points from the beginning of 2024 to an intraday high of 4.74% in April, declined 114 basis points to an intraday low of 3.6% in September, and subsequently rose again to end the year at 4.57%.
The U.S. Dollar appreciated against major currencies in the fourth quarter and full year, including the Pound Sterling, Euro, Canadian Dollar, and Indian Rupee.
Most major equity markets appreciated in the fourth quarter of 2024.
Base rates were volatile during the year.
Equity market volatility increased, with the CBOE Volatility Index up 39% year-over-year.
The U.S. economy exhibited steady growth in 2024, underpinned by a healthy labor market and consumer spending.
The advance estimate of U.S. real GDP for 2024 indicated growth of 2.8% year-over-year, in line with 2.9% growth recorded in 2023.
Inflation decreased moderately over the course of 2024, with headline CPI decreasing from 3.1% year-over-year growth in January 2024 to 2.9% in December 2024, and Core CPI decreasing from 3.9% year-over-year growth in January 2024 to 3.2% year-over-year in December 2024.
The Federal Reserve decreased the federal funds target range three times in 2024 to
4.25%-4.50%
by year end.
The Federal Reserve held rates steady in January 2025, indicating its expectations for a slower pace of rate cuts moving forward.
The U.S. unemployment rate was 4.1% in December 2024, but further decreased below forecasts to 4.0% in January 2025, suggesting a tightening labor market.
Average hourly earnings increasing 4.1% year-over-year and 0.5% month-over-month in January 2025.
Meanwhile, shelter cost inflation has decreased since the end of 2023, declining to 4.6% in December 2024 as compared to 6.2% the prior year.
In manufacturing, the Institute for Supply Management Purchasing Managers’ Index increased to 49.2 in December 2024 compared to 46.9 in 2023.
Outside the U.S., several major economies demonstrated slower GDP growth and began loosening monetary policy after an extended period of tightening due to decreasing inflation.
Eurozone real GDP declined to 2.4% annual growth in December 2024 from 2.9% in December 2023.
Inflation in the Eurozone fell from 2.8% year-over-year growth in January 2024 to 2.4% at year end despite the European Central Bank lowering its deposit facility by 100 basis points during the year and an additional 25 basis points in February 2025.
During 2024, the U.S. made meaningful progress on inflation and maintained a healthy economy, which helped improve investor sentiment.
Nonetheless, continued geopolitical turbulence, the potential for slower-than-anticipated interest rate decreases, and U.S. trade, immigration and other policy and regulatory changes are contributing to economic outlook uncertainty, including a potential economic slowdown.
On December 6, 2024, Blackstone, through its indirect subsidiary Blackstone Reg Finance Co. L.L.C., issued $750 million aggregate principal amount of 5.000% senior notes due December 6, 2034 pursuant to a Registration Statement on
Form S-3
(the “Registered 2034 Notes”).
Financial Statements and Supplementary Data” and “— Liquidity and Capital Resources —Sources and Uses of Liquidity.”
financial measures and operating indicators and metrics are discussed below.
This section of this Form 10-K generally discusses 2023 and 2022 items and year to year comparisons between 2023 and 2022.
[For the discussion of 2022 compared to 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/1393818/000119312523048733/d459795d10k.htm) see “Part II.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Blackstone’s Annual Report on Form 10-K for the year ended December 31, 2022, which specific discussion is incorporated herein by reference.
2023 was a volatile year for global markets, driven by historic movements in U.S. Treasury bond yields, geopolitical instability, including in the Middle East and economic uncertainty.
Major central banks globally continued monetary policy tightening in the context of historically elevated inflation.
In the U.S., the Federal Reserve increased the federal funds target range four times over the course of 2023, which reached 5.25%-5.50% in July — the highest level in 22 years.
Accordingly, inflation in the U.S. decelerated throughout the year, with the U.S. consumer price index decreasing from 6.4% annual growth in January 2023 to 3.4% in December 2023, at which time the Federal Reserve signaled that a reduction in the federal funds target range could be appropriate in 2024.
Similarly, in the Eurozone economy, the European Central bank raised its deposit facility rate by 200 basis points in 2023.
Consequently, Eurozone inflation slowed from 8.6% annual growth in January 2023 to 2.9% at year end.
Nevertheless, the U.S. economy continued to show resiliency in 2023, underpinned by a strong labor market.
The U.S. unemployment rate remained largely stable with pre-pandemic levels at 3.7% in both December 2023 and subsequent to year end in January 2024.
U.S. retail sales increased 3.2% year-over-year in 2023, driven in part by higher prices.
In manufacturing, however, the Institute for Supply Management
Purchasing Managers’ Index decreased moderately to 47.4 in December 2023, compared to 48.4 in December 2022, signaling a continued contraction in the U.S. manufacturing sector.
Growth in major economies outside of the U.S. was mixed in 2023.
In Europe, Eurozone real GDP growth contracted to 0.1% year-over-year in the fourth quarter from 1.8% in the fourth quarter of 2022.
In the fourth quarter of 2023, major equity markets rallied sharply on increasing expectations that the current cycle of monetary policy tightening was at or nearing its end.
Base rates were highly volatile during the year, with the ten-year Treasury yield increasing 114 basis points from the beginning of 2023 to an intraday high of 5.02% in October — representing a 16-year high — but ended the year lower at 3.88%.
Moderating inflation and economic resiliency in the U.S. have led to an increase in investor confidence in recent months.
However, the potential for sustained high interest rates and decelerating economic growth may contribute to continued market volatility in the U.S. and globally.
On December 15, 2023, Blackstone entered into an amended and restated $4.325 billion revolving credit facility.
The amendment and restatement, among other things, increased the amount of available borrowings and extended the maturity date to December 15, 2028.
Effective September 30, 2023, Blackstone redefined Segment Distributable Earnings to exclude the impact of non-recurring gains, losses or other charges that affect period-to-period comparability and are not reflective of Blackstone’s operational performance.
Blackstone believes the exclusion of such amounts is useful to investors as it assists in the comparison of Blackstone’s operational performance across different periods.
The updated definition had no impact to the current or any previously reported period.
We believe this measure is useful to stockholders as it represents the total capital for which we provide investment management services.
| --- | --- | --- |
| | (b) | the net asset value of (1) our hedge funds, real estate debt carry funds, BPP, certain co-investments managed by us, certain credit-focused funds and our Hedge Fund Solutions drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods) and (2) our funds of hedge funds, our Hedge Fund Solutions registered investment companies, BREIT and BEPIF, |
| | (c) | the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts, |
| | (d) | the amount of debt and equity outstanding for our CLOs during the reinvestment period, |
| | (f) | the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies and BDCs, |
| | (g) | the fair value of common stock, preferred stock, convertible debt, term loans or similar instruments issued by BXMT and |
| | (h) | borrowings under and any amounts available to be borrowed under certain credit facilities of our funds. |
In our Perpetual Capital vehicles where redemption rights exist, Blackstone has the ability
to fulfill redemption requests only (a) in Blackstone’s or the vehicles’ board’s discretion, as applicable, or (b) to the extent there is sufficient new capital.
We believe this measure is useful to stockholders as it provides insight into the capital base upon which we can earn management fees and/or performance revenues.
Our Fee-Earning Assets Under Management equals the sum of:
| | (a) | for our Private Equity segment funds, Real Estate segment carry funds including certain BREDS funds and certain Hedge Fund Solutions funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund, |
| | (b) | for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund, |
| | (c) | the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees, |
An excerpt. Shown here: 40 of 526 rewritten, 40 of 533 added and 40 of 373 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
19 rewritten, 17 added, 6 removed, 75 unchanged
[added: Financial Statements and Supplementary Data.”] Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV, [removed: GAV] [added: gross asset value (“GAV”),] or represent permanent impairments of value.
For the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] the percentages of our fund management fees based on the NAV or GAV of the applicable funds or separately managed accounts, were as follows:
| Fund Management Fees Based on the NAV or GAV of the Applicable Funds or Separately Managed Accounts | | | 47 | % | | | [removed: 49] [added: 47] | % |
Based on the fair value as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] we estimate that a 10% decline in the fair value of investments, excluding equity securities without a readily determinable fair value measured in accordance with the measurement alternative, and certain freestanding derivative instruments would result in the following declines in Management and Advisory Fees, Net, Unrealized Performance Allocations, Net and Unrealized Principal Investment Income:
| 10% Decline in Fair Value of the Investments | | $ | [removed: 392,340] [added: 424,575] | | | $ | [removed: 2,172,376] [added: 2,399,495] | | | $ | [removed: 835,037] [added: 802,964] | | | $ | [removed: 319,183] [added: 392,340] | | | $ | [removed: 2,249,535] [added: 2,172,376] | | | $ | [removed: 549,836] [added: 835,037] | |
Also see [removed: “—] [added: “ —] Item 7.
[removed: Blackstone and the Blackstone Funds hold investments that are denominated in non-U.S.] dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and [removed: non-U.S. dollar currencies.]
Additionally, a portion of our management fees are denominated in [removed: non-U.S. dollar currencies.]
We estimate that as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in the following declines in Management and Advisory Fees, Net, Unrealized Performance Allocations, Net and Unrealized Principal Investment Income:
| 10% Decline in the Rate of Exchange of All Foreign Currencies Against the U.S. Dollar | | $ | [removed: 40,373] [added: 52,416] | | | $ | [removed: 596,201] [added: 683,852] | | | $ | [removed: 74,707] [added: 82,194] | | | $ | [removed: 38,466] [added: 40,373] | | | $ | [removed: 850,109] [added: 596,201] | | | $ | [removed: 79,333] [added: 74,707] | |
As of December 31, [added: 2024 and] 2023, Blackstone had $39.9 million outstanding under the Secured Borrowings that is subject to interest at a variable rate.
The annualized increase in interest expense due to a 1% increase in interest rates would be $0.4 million as a result of these [removed: borrowings.][added: borrowings for the year ended December 31, 2024 and 2023.]
| One Percentage Point Increase in Interest Rates | | $ | [removed: 6,504] [added: 4,042] | (a) | | $ | [removed: 12,881] [added: 4,807] | | | $ | [removed: 9,295] [added: 6,504] | (a) | | $ | [removed: 28,676] [added: 12,881] | |
| (a) | As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] this represents [added: less than] 0.1% and [removed: 0.2%] [added: 0.1%] of our portfolio of liquid assets, respectively. |
[removed: Blackstone has U.S.] dollar [removed: and non-U.S. dollar] based interest rate derivatives whose future cash flows and present value may be affected by movement in their respective underlying yield curves.
We estimate that as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] a one percentage point increase parallel shift in global yield curves would result in the following impact on Other Revenue:
| Annualized Increase (Decrease) in Other Revenue Due to a One Percentage Point Increase in Interest Rates | | $ | [removed: 1,352] [added: 2,388] | | | $ | [removed: (4,373] [added: 1,352] | [removed: )] |
| Decrease in Annualized Investment Income Due to a One Percentage Point Increase in Credit Spreads (a) | | $ | [removed: 5,343] [added: 1,524] | | | $ | [removed: 12,605] [added: 5,343] | |
| (a) | As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] this represents 0.1% [removed: and 0.3%] of our portfolio of liquid [removed: assets, respectively.] [added: assets.] |
Blackstone earns base management fees from its customers at a fixed percentage of a calculation base.
For a description of our accounting policy on revenue recognition and management fee calculation bases, generally, see Note 2.
“Summary of Significant Accounting Policies — Revenue Recognition” in the “Notes to Consolidated Financial Statements” in “ — Item 8.
| | 2024 | | | | 2023 | | | |
| | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | |
Blackstone and the Blackstone Funds hold investments that are denominated in
non-U.S.
non-U.S.
dollar currencies.
non-U.S.
dollar currencies.
| | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | |
| | | 2024 | | | | | | | | 2023 | | | | | | |
Blackstone has U.S. dollar and
non-U.S.
| | | 2024 | | | | 2023 | | |
| | | 2024 | | | | 2023 | | |
Our management fees are based on (a) third parties’ capital commitments to a Blackstone Fund, (b) third parties’ capital invested in a Blackstone Fund or (c) the net asset value (“NAV”) or gross asset value (“GAV”) of a Blackstone Fund, vehicle or separately managed account, as described in our Consolidated Financial Statements.
| | 2023 | | | | 2022 | | | |
| | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | |
Blackstone did not have variable interest based debt obligations payable as of December 31, 2022 and therefore, interest expense was not impacted by changes in interest rates for the year ended December 31, 2022.
| | | 2023 | | | | | | | | 2022 | | | | | | |
| | | 2023 | | | | 2022 | | |
Item 1. Business
107 rewritten, 127 added, 48 removed, 240 unchanged
Our more than [removed: $1.0] [added: $1.1] trillion in Total Assets Under Management as of December 31, [removed: 2023] [added: 2024] include global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds.
As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 4,735] [added: 4,895] people, including our [removed: 239] [added: 254] senior managing directors, at our headquarters in New York and around the world.
Our four business segments are: (a) Real Estate, (b) Private Equity, (c) Credit & Insurance and (d) [removed: Hedge Fund Solutions.][added: Multi-Asset Investing.]
[added: Management’s Discussion and Analysis of Financial Condition and Results of Operations.”] For more information concerning the revenues and fees we derive from our business segments, see [removed: “— Fee] [added: “—Fee] Structure/Incentive Arrangements.”
Our Real Estate business is a global leader in real estate investing, with [removed: $336.9] [added: $315.4] billion of Total Assets Under Management as of December 31, [removed: 2023.][added: 2024.]
Our Real Estate segment operates as one globally integrated business with approximately [removed: 870] [added: 835] employees and has investments across the globe, including in the Americas, Europe and Asia.
BREP has made significant investments in logistics, [added: data centers,] rental housing, hospitality, office and retail properties around the world, as well as in a variety of real estate operating companies.
[removed: Our Core+] real estate [removed: strategy includes our (a) Blackstone Property Partners (“BPP”) funds, which is focused on high-quality assets in the Americas, Europe and Asia and (b) our non-listed REIT,] [added: investment trust (“REIT”)] Blackstone Real Estate Income Trust, Inc. (“BREIT”) and our Blackstone European Property Income (“BEPIF”) vehicles, which provide income-focused individual investors access to institutional quality real estate primarily in the Americas and Europe, respectively.
BREDS’ scale and investment mandates enable it to provide a variety of lending options for our borrowers and investment options for our investors, including commercial real estate and mezzanine [removed: loans, residential mortgage loan pools] [added: loans] and liquid real estate-related debt securities.
The BREDS platform includes high-yield real estate debt funds, liquid real estate debt [removed: funds] [added: funds, capital managed on behalf of our Credit & Insurance segment,] and Blackstone Mortgage Trust, Inc. (“BXMT”), a NYSE-listed [removed: real estate investment trust (“REIT”).][added: REIT.]
Our Private Equity segment encompasses global businesses with a total of approximately [removed: 625] [added: 675] employees managing [removed: $304.0] [added: $352.2] billion of Total Assets Under Management as of December 31, [removed: 2023.][added: 2024.]
Our [removed: Private Equity segment includes our] Corporate Private Equity [removed: business, which] [added: business] consists of: (a) our global private equity [removed: funds, Blackstone] [added: funds (Blackstone] Capital Partners [removed: (“BCP”),] [added: or “BCP”),] (b) our sector-focused funds, including our energy- and energy transition-focused [removed: funds, Blackstone] [added: funds (Blackstone] Energy Transition Partners [removed: (“BETP”),] [added: or “BETP”),] (c) our Asia-focused private equity [removed: funds, Blackstone] [added: funds (Blackstone] Capital Partners Asia [added: or “BCP Asia”)] and (d) our core private equity [removed: funds, Blackstone] [added: funds (Blackstone] Core Equity Partners [removed: (“BCEP”).][added: or “BCEP”).]
Our Private Equity segment [removed: also] includes (a) [removed: our opportunistic investment platform that invests flexibly across asset classes, industries and geographies, Blackstone Tactical Opportunities (“Tactical Opportunities”),] [added: Private Equity Strategies (described below),] (b) [removed: our secondary fund business, Strategic Partners Fund Solutions (“Strategic Partners”), (c)] [added: Infrastructure, which includes (1)] our infrastructure-focused [removed: funds, Blackstone] [added: funds for institutional investors with a primary focus on the U.S. and Europe (Blackstone] Infrastructure Partners [removed: (“BIP”), (d) our life sciences investment platform, Blackstone Life Sciences (“BXLS”), (e) our growth equity investment platform, Blackstone Growth (“BXG”), (f) our investment] [added: or “BIP”) and (2) a private wealth-focused] platform offering eligible individual investors access to [removed: Blackstone’s private equity capabilities, Blackstone Private Equity] [added: our infrastructure capabilities (Blackstone Infrastructure] Strategies [added: or “BXINFRA”), (c) our secondaries business (“Secondaries”), which includes Strategic Partners] Fund [removed: (“BXPE”), (g)] [added: Solutions (“Strategic Partners”) and] our [removed: multi-asset investment program for eligible high-net-worth investors] [added: GP Stakes business (“GP Stakes”), (d) our capital markets services business (Blackstone Capital Markets or “BXCM”) and (e) a private wealth-focused platform] offering [added: eligible individuals] exposure to certain of Blackstone’s key illiquid investment strategies through a single [removed: commitment, Blackstone] [added: commitment (Blackstone] Total Alternatives Solution [removed: (“BTAS”) and (h) our capital markets services business, Blackstone Capital Markets (“BXCM”).][added: or “BTAS”).]
Strategic Partners focuses on a range of opportunities in underlying funds such as private equity, real estate, infrastructure, venture and growth capital, credit and other types of funds, as well as general [removed: partner-led transactions and primary investments and co-investments with financial sponsors.]
Strategic Partners also provides investment advisory services to separately managed account clients investing in primary and secondary investments in private funds and [removed: co-investments.]
Our Credit & Insurance segment [added: (“BXCI”)] has approximately [removed: 640] [added: 685] employees and manages [removed: $318.9] [added: $375.5] billion of Total Assets Under Management as of December 31, [removed: 2023.][added: 2024.]
BXCI offers its clients and borrowers a comprehensive solution across corporate and asset [removed: based, as well as] [added: based credit, including] investment grade and [removed: non-investment grade, private credit.]
BXCI is one of the largest [removed: credit-oriented] [added: credit] managers and CLO managers in the world.
[removed: The investment portfolios of the funds BXCI’s credit platform manages or sub-advises consist primarily of loans] and [removed: securities of non-investment and] investment grade companies spread across the capital structure including senior debt, subordinated debt, preferred stock and common equity.
The private corporate credit strategies include mezzanine and direct lending funds, private placement [added: strategies, stressed/distressed] strategies and [removed: stressed/distressed strategies.][added: SMAs.]
The liquid corporate credit strategies consist of CLOs, closed-ended funds, open-ended funds, systematic strategies and [removed: separately managed accounts.][added: SMAs.]
The infrastructure and asset based credit strategies include [removed: our] energy strategies (including our sustainable resources platform) and asset based finance strategies focused on privately originated, income-oriented credit assets secured by [removed: physical or] [added: physical,] financial [added: or residential real estate] collateral.
Our insurance platform focuses on providing full investment management services for [removed: insurers’ general] [added: insurance and reinsurance] accounts, seeking to deliver customized and diversified portfolios [removed: that include allocations to Blackstone managed products and strategies across asset classes and] [added: consisting primarily of investment grade credit, including through] Blackstone’s private credit origination capabilities.
Through this platform, we provide our clients tailored portfolio [removed: construction and] [added: construction,] strategic asset allocation, [removed: seeking to generate risk-managed, capital-efficient returns, diversification] and [removed: capital preservation that meets clients’ objectives.][added: specialized analytical tools.]
[removed: We also provide similar services to clients through separately managed accounts or by sub-managing] assets for certain insurance-dedicated funds and special purpose vehicles.
[removed: In addition, as reflected in this Annual Report on Form 10-K, our Credit & Insurance segment] [added: BXMA] also includes a platform managed by Harvest Fund Advisors LLC (“Harvest”), which primarily invests in publicly traded energy infrastructure, renewables and master limited partnerships holding midstream energy assets in North America.
[removed: In addition, as reflected in this Annual Report on Form 10-K, our Hedge Fund Solutions segment also includes our] GP [removed: stakes business (“GP Stakes”), which] [added: Stakes] targets minority investments in the general partners of private equity and other private market alternative asset management firms globally, with a focus on delivering a combination of recurring annual cash flow yield and long-term capital appreciation.
Each of our business segments currently includes Perpetual Capital assets under management, which refers to assets under management with an indefinite term, that are not in liquidation and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital [removed: inflows.][added: inflows or where required redemptions are limited in quantum.]
[removed: Among the strategies in each of our segments,] Perpetual Capital strategies include, without limitation, (a) in our Real Estate segment, Core+ real estate (including BREIT and BEPIF) and BXMT, (b) in our Private Equity segment, [removed: BIP and] [added: BIP,] BXPE, [added: BXINFRA and vehicles in GP Stakes, and] (c) in our Credit & Insurance segment, BXSL and [removed: BCRED and (d) in our Hedge Fund Solutions segment, GP Stakes.][added: BCRED.]
We maintain a rigorous investment process across all [removed: of] our investment vehicles.
In addition, our investment [removed: professionals,] [added: professionals and] Portfolio Operations professionals work with our portfolio company senior executives to identify opportunities to drive operational efficiencies and growth.
[removed: In addition, before deciding to invest in an investment fund or an alternative asset manager, as applicable, our Hedge Fund Solutions and Strategic Partners teams conduct diligence in a number of areas, which, depending] [added: Depending] on the nature of the investment, [added: these areas] may include, among others, the fund’s/manager’s performance, investment terms, investment strategy and investment personnel, as well as its operations, processes, risk management and internal controls.
This investment process is assisted by a variety of proprietary and [removed: non-proprietary research models and methods.]
Our asset management businesses include private investment funds, registered funds, BDCs, REITs, CLOs, SMAs and other vehicles focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets and secondary [removed: funds, all on a global basis.][added: funds.]
We also have several [removed: products, such as BREIT, BCRED and BXPE, among others,] [added: products] that are targeted at individual investors, including [removed: high-net-worth investors (“Private Wealth Products”).]
Our private investment funds are generally organized as limited partnerships with respect to U.S. domiciled vehicles and limited partnerships or other similar limited liability entities with respect to [removed: non-U.S. domiciled vehicles.]
These funds accept commitments and/or subscriptions for investment from institutional investors and/or [removed: high-net-worth individuals.]
[removed: Our Private Wealth Products are organized using a variety of structures, including] corporations, statutory trusts, limited partnerships or other vehicles, and accept subscriptions for investment from [removed: high-net-worth individuals and/or other individual investors.]
[removed: Our private investment funds are generally either commitment-structured funds, where commitments are generally drawn down from investors on an as-needed] basis to fund investments (or for other permitted purposes) over a specified term, or open-ended funds, where the investor’s capital may be fully funded on or shortly after the investor’s subscription date and cash proceeds resulting from the disposition of investments can be reinvested, subject to certain limitations and limited investor withdrawal rights.
Our BXCI insurance platform is generally structured around [removed: separately managed accounts] [added: SMAs] and our BXCI CLO vehicles are generally private companies with limited liability.
The strategy includes our (a) Blackstone Property Partners (“BPP”) funds, which are focused on high-quality assets in the Americas, Europe and Asia and (b) our
non-listed
Our Private Equity Strategies include: (a) our Corporate Private Equity business (described below), (b) our opportunistic investment platform that invests flexibly across asset classes, industries and geographies (Blackstone Tactical Opportunities or “Tactical Opportunities”), (c) our life sciences investment platform (Blackstone Life Sciences or “BXLS”), (d) our growth equity investment platform (Blackstone Growth or “BXG”) and (e) a private wealth-focused platform offering eligible individual investors access to Blackstone’s private equity capabilities (Blackstone Private Equity Strategies Fund or “BXPE”).
partner-led
transactions and primary investments and
co-investments
with financial sponsors.
co-investments.
BIP targets a diversified mix of core+, core and public-private partnership investments across all infrastructure sectors, including energy infrastructure, transportation, digital infrastructure and water and waste.
BIP applies a disciplined, operationally intensive investment approach to investments, seeking to apply a long-term
buy-and-hold
strategy to large-scale infrastructure assets with a focus on delivering stable, long-term capital appreciation together with a predictable annual cash flow yield.
BXINFRA invests primarily in infrastructure equity, secondaries and credit strategies, leveraging Blackstone’s infrastructure talent and investment capabilities to create an attractive portfolio of alternative infrastructure investments.
non-investment
grade.
The investment portfolios BXCI’s credit platform manages or
sub-advises
consist primarily of loans and securities of
non-investment
While focusing on policyholder protection, we seek to achieve risk-managed, liability-matched and capital-efficient returns, as well as diversification and capital preservation.
We also provide similar services to clients through SMAs or by
sub-managing
Multi-Asset Investing
Our Multi-Asset Investing segment (“BXMA”) has approximately 240 employees managing $84.2 billion of Total Assets Under Management as of December 31, 2024.
BXMA, the world’s largest discretionary allocator to hedge funds, seeks to grow investors’ assets through investment strategies designed to deliver, primarily through the public markets, compelling risk-adjusted returns.
BXMA is organized into two primary platforms: Absolute Return and Multi-Strategy.
Absolute Return is designed to pursue consistent, efficient and diversifying returns across multiple market environments.
Absolute Return manages a broad range of commingled and customized fund solutions, a seeding business and registered funds that provide alternative asset solutions through daily liquidity products.
Multi-Strategy aims to generate strong risk-adjusted returns through opportunistic, asset-class agnostic investing, including structured risk transfer and equity capital markets strategies.
Blackstone’s business now also includes a substantial number of investment products that are offered through various distribution channels to certain
high-net-worth
and mass affluent individual investors in the U.S. and other jurisdictions around the world.
We expect to continue to expand the number and type of such products that we offer.
In addition, certain of our business units maintain their own sustainability policies that address, among other things, sustainability factors applicable to their respective investment strategies.
Before our BXMA and Secondaries teams decide to invest in an investment fund or an alternative asset manager, as applicable, they conduct diligence in a number of areas.
non-proprietary
research models and methods.
high-net-worth
investors (“Private Wealth Products”).
non-U.S.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
BIP targets a diversified mix of core+, core and public-private partnership investments across all infrastructure sectors, including energy infrastructure, transportation, digital infrastructure and water and waste, with a primary focus in the U.S. BIP applies a disciplined, operationally intensive investment approach to investments, seeking to apply a long-term buy-and-hold strategy to large-scale infrastructure assets with a focus on delivering stable, long-term capital appreciation together with a predictable annual cash flow yield.
Effective January 1, 2024, our corporate credit (formerly Blackstone Credit or BXC), asset based finance and insurance (“insurance platform” and formerly Blackstone Insurance Solutions or BIS) groups were integrated into a single new unit, Blackstone Credit & Insurance (“BXCI”).
Through the insurance platform, we currently manage assets for clients that include Corebridge Financial Inc., Everlake Life Insurance Company, Fidelity & Guaranty Life Insurance Company and Resolution Life Group, among others.
Effective the second quarter of 2024, Harvest will be included in the Hedge Fund Solutions segment.
Hedge Fund Solutions
Working with our clients for more than 30 years, our Hedge Fund Solutions group is a leading manager of institutional funds with approximately 255 employees managing $80.3 billion of Total Assets Under Management as of December 31, 2023.
The principal component of our Hedge Fund Solutions segment is Blackstone Alternative Asset Management (“BAAM”).
BAAM is the world’s largest discretionary allocator to hedge funds, managing a broad range of commingled and customized fund solutions since its inception in 1990.
The Hedge Fund Solutions segment also includes (a) investment platforms that invest directly, including our Blackstone Strategic Opportunity Fund, which seeks to produce long term, risk-adjusted returns by investing in a wide variety of securities, assets and instruments, often sourced and/or managed by third party subadvisors or affiliated Blackstone managers, (b) our hedge fund seeding business and (c) registered funds that provide alternative asset solutions through daily liquidity products.
Effective the second quarter of 2024, GP Stakes will be included in the Private Equity segment.
In addition, effective the first quarter of 2024, the Hedge Fund Solutions segment will be renamed “Multi-Asset Investing.” Hedge Fund Solutions seeks to grow investors’ assets through both commingled and custom-tailored investment strategies designed to deliver compelling risk-adjusted returns.
Diversification, risk management and due diligence are key tenets of that approach.
In recent years, we have considerably expanded the number and type of investment products we offer through various distribution channels to certain high-net-worth and mass affluent individual investors in the U.S. and other jurisdictions around the world.
In addition, the majority of our businesses have ESG policies that address, among other things, the review of ESG risks in the respective business’s investment process.
Section 3(c)(7) of the 1940 Act exempts from its registration requirements investment vehicles privately placed in the United States whose securities are beneficially owned exclusively by persons who, at the time of acquisition of such securities, are “qualified purchasers” as defined under the 1940 Act.
In addition, under current interpretations of the SEC, Section 3(c)(7) of the 1940 Act exempts from registration any non-U.S. investment vehicle all of whose outstanding securities are beneficially owned either by non-U.S. residents or by U.S. residents that are qualified purchasers.
Section 3(c)(5)(C)
of the 1940 Act exempts from its registration requirements certain companies engaged primarily in investment in mortgages and other liens or investments in real estate.
Section 3(c)(1) of the 1940 Act exempts from its registration requirements privately placed investment vehicles whose securities are beneficially owned by not more than 100 persons.
Additionally, under current interpretations of the SEC, Section 3(c)(1) of the 1940 Act exempts from registration any non-U.S. investment vehicle not publicly offered in the U.S. all of whose outstanding securities are beneficially owned by not more than 100 U.S. residents.
cumulative net profits over the life of the fund, or (in certain cases) (b) the carry fund has not achieved investment returns that exceed the preferred return threshold (if applicable), then we will be obligated to repay an amount equal to the carried interest that was previously distributed to us that exceeds the amounts to which we were ultimately entitled, up to the amount of carried interest received on an after-tax basis.
Environmental, Social and Governance
Our integrated team includes dedicated coverage at the firm level and at individual business units.
Our strategy prioritizes (a) reinforcing strong governance, a foundation of resilient companies, (b) accelerating decarbonization by investing in the energy transition and driving value-accretive emissions reduction in our portfolio and (c) building workplaces by expanding talent pools.
We are also focused on helping select portfolio companies capture cost savings through greenhouse gas emission reduction efforts as part of our Emissions Reduction Program.
This program aims to reduce Scope 1 and Scope 2 carbon emissions by 15% on average across certain new investments where we control energy usage during the first three full calendar years of ownership.
At a corporate level, we seek to advance corporate sustainability, energy efficiency and environmental performance at out global office locations.
We seek to attract, develop and retain outstanding talent across a wide spectrum of disciplines.
The intellectual capital collectively possessed by our employees is our most important asset.
As of December 31, 2023, we employed approximately 4,735 people.
During 2023, our total number of employees increased by approximately 40.
We are therefore focused on hiring, training, motivating and retaining talented individuals.
We also enter into non-competition and non-solicitation agreements with certain employees.
We also provide our employees robust health and retirement offerings, as well as a variety of quality of life benefits, including time-off options and well-being and family planning resources.
We continually evaluate and enhance our offerings to meet the needs of our employees.
We offer employee well-being programs, including an online therapy program and access to an education platform with coaching to support working parents and caretakers caring for children who have behavioral problems, autism or developmental disabilities.
We also provide access to programs to further assist our employees in managing their lives outside of work, such as group legal services to help with estate planning and surrogacy agreements.
These topics are included in routine training received at least once annually by employees.
Senior management oversees privacy, data protection and information risk management efforts, leading the privacy and data protection function, which conducts privacy impact assessments, implements privacy-by-design initiatives and reconciles global privacy programs with local privacy requirements.
An excerpt. Shown here: 40 of 107 rewritten, 40 of 127 added and 40 of 48 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 10 unchanged
Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 19.][added: 18.]
Cover and table of contents
51 rewritten, 39 added, 23 removed, 167 unchanged
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023] [added: 2024] |
[removed: ][added: ]
As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the shares of common stock held by non-affiliates of the registrant was [removed: $65.5] [added: $88.2] billion.
As of February [removed: 16, 2024,] [added: 21, 2025,] there were [removed: 714,644,445] [added: 729,415,925] shares of common stock of the registrant outstanding.
| Item 1. | | [removed: [Business](#tx734131_2)] [added: [Business](#tx912273_2)] | | | 7 | |
| Item 1A. | | [Risk [removed: Factors](#tx734131_3)] [added: Factors](#tx912273_3)] | | | [removed: 24] [added: 22] | |
| Item 1B. | | [Unresolved Staff [removed: Comments](#tx734131_4)] [added: Comments](#tx912273_4)] | | | [removed: 81] [added: 80] | |
| Item 1C. | | [removed: [Cybersecurity](#tx734131_5)] [added: [Cybersecurity](#tx912273_5)] | | | 81 | |
| Item 2. | | [removed: [Properties](#tx734131_6)] [added: [Properties](#tx912273_6)] | | | 83 | |
| Item 3. | | [Legal [removed: Proceedings](#tx734131_7)] [added: Proceedings](#tx912273_7)] | | | 83 | |
| Item 4. | | [Mine Safety [removed: Disclosures](#tx734131_8)] [added: Disclosures](#tx912273_8)] | | | 83 | |
| [Part [removed: II.](#tx734131_9)] [added: II.](#tx912273_9)] | | | | | | |
| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx734131_10)] [added: Securities](#tx912273_10)] | | | 84 | |
| Item 6. | | [removed: [(Reserved)](#tx734131_11)] [added: [(Reserved)](#tx912273_11)] | | | 86 | |
| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx734131_12)] [added: Operations](#tx912273_12)] | | | 86 | |
| Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx734131_13)] [added: Risk](#tx912273_13)] | | | [removed: 149] [added: 148] | |
| Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx734131_14)] [added: Data](#tx912273_14)] | | | [removed: 153] [added: 152] | |
| Item 8A. | | [Unaudited Supplemental Presentation of Statements of Financial [removed: Condition](#tx734131_15)] [added: Condition](#tx912273_15)] | | | [removed: 228] [added: 225] | |
| Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#tx734131_16)] [added: Disclosure](#tx912273_16)] | | | [removed: 231] [added: 228] | |
| Item 9A. | | [Controls and [removed: Procedures](#tx734131_17)] [added: Procedures](#tx912273_17)] | | | [removed: 231] [added: 228] | |
| Item 9B. | | [Other [removed: Information](#tx734131_18)] [added: Information](#tx912273_18)] | | | [removed: 232] [added: 229] | |
| Item 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#tx734131_19)] [added: Inspections](#tx912273_19)] | | | [removed: 232] [added: 229] | |
| [Part [removed: III.](#tx734131_20)] [added: III.](#tx912273_20)] | | | | | | |
| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx734131_21)] [added: Governance](#tx912273_21)] | | | [removed: 233] [added: 230] | |
| Item 11. | | [Executive [removed: Compensation](#tx734131_22)] [added: Compensation](#tx912273_22)] | | | [removed: 240] [added: 237] | |
| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx734131_23)] [added: Matters](#tx912273_23)] | | | [removed: 260] [added: 255] | |
| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx734131_24)] [added: Independence](#tx912273_24)] | | | [removed: 264] [added: 258] | |
| Item 14. | | [Principal Accountant Fees and [removed: Services](#tx734131_25)] [added: Services](#tx912273_25)] | | | [removed: 270] [added: 263] | |
| [Part [removed: IV.](#tx734131_26)] [added: IV.](#tx912273_26)] | | | | | | |
| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx734131_27)] [added: Schedules](#tx912273_27)] | | | [removed: 271] [added: 264] | |
| Item 16. | | [Form 10-K [removed: Summary](#tx734131_28)] [added: Summary](#tx912273_28)] | | | [removed: 287] [added: 283] | |
You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “estimates,” “anticipates,” “opportunity,” “leads,” [removed: “forecast”] [added: “forecast,” “possible”] or the negative version of these words or other comparable words.
| | • | | Our business could be adversely affected by difficult [removed: market and economic conditions, including an] [added: market,] economic [removed: slowdown, as well as] [added: and] geopolitical [removed: conditions or other global events, such as a pandemic or global health crisis,] [added: conditions,] each of which could materially reduce our revenue, earnings and cash flow and adversely affect our operating results and financial prospects and condition. |
| | • | | [removed: An] [added: A slower than expected decrease, or an] increase [removed: in] [added: in,] interest rates and other [removed: changes] [added: challenges] in the financial markets could negatively impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the capital [removed: markets on attractive terms,] [added: markets,] which could adversely affect investment and realization opportunities. |
| | • | | The asset management business depends in large part on our ability to raise capital from [removed: third party] [added: third-party] investors and is intensely competitive. |
| | • | | We are subject to increasing scrutiny from regulators and certain investors with respect to [removed: the environmental, social] [added: sustainability matters, including climate change,] and [removed: governance] [added: the] impacts of investments made by our funds. |
| | • | | Certain of our investment funds may invest in securities of companies that [added: rank junior to others’ investments or] are experiencing significant financial or business [removed: difficulties.] [added: difficulties, exposing us to greater risk of loss.] |
[removed: “Total] [added: Total] Assets Under [removed: Management” refers to] [added: Management are reported in] the [added: segment where the] assets [removed: we manage.][added: are managed.]
[removed: Our] Total Assets Under Management [added: generally] equals the sum [removed: of:][added: of the following across Blackstone-managed or advised vehicles, as applicable:]
[removed: | | (a) | the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us plus] [added: Uncalled commitments represent] the capital [removed: that] we are entitled to call from investors [removed: in those funds and entities] pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment [removed: periods, |][added: periods.]
| [Part I.](#tx912273_1) | | | | | | |
| [Signatures](#tx912273_29) | | | | | 284 | |
| | • | | Our underwriting activities, borrowings for our operations and dependence on significant leverage in investments by our funds exposes us to risks. |
“Blackstone Holdings,” “Blackstone Holdings Partnerships” or “Holdings Partnerships” refer to Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., collectively.
“Total Assets Under Management” refers to the invested and available capital in Blackstone-managed or advised vehicles (including, without limitation, investment funds and SMAs).
The Total Assets Under Management attributable to an individual vehicle is dependent on the structure and investment strategy of such vehicle and accordingly, will vary from vehicle to vehicle.
| | (a) | a vehicle’s invested capital at fair value which, as applicable, is measured as (1) total investments measured at fair value, or gross asset values, each of which may include the fair value of investments purchased with leverage under certain credit facilities, (2) net asset value, or (3) amount of debt and equity outstanding or aggregate par amount of assets, including principal cash for collateralized loan obligation vehicles (“CLOs”), and |
| | (b) | a vehicle’s available capital, if any, which represents (1) uncalled commitments made by investors and (2) available borrowing capacity under certain credit facilities. |
Drawdown funds, perpetual capital vehicles,
co-investment
vehicles, and SMAs can each be structured with a commitment from an investor that is called over time as opposed to fully funded upon subscription.
Assets may be raised in one vehicle or business unit and subsequently invested in or managed or advised by another vehicle or business unit.
Our definition of Total Assets Under Management differs from the manner in which affiliated investment advisors report regulatory assets under management and may differ from the definition set forth in the agreements governing the vehicles we manage or advise.
“Fee-Earning
The
Fee-Earning
Assets Under Management attributable to an individual vehicle is driven by the basis on which fees are earned and accordingly, will vary from vehicle to vehicle.
Fee-Earning
Assets Under Management generally equals the sum of the following across Blackstone-managed or advised vehicles, as applicable: (a) net asset value, (b) committed capital and remaining invested capital during the investment period and post-investment period, respectively, (c) invested capital (including leverage to the extent management
fee-eligible),
Assets may be raised in one vehicle or business unit and subsequently invested in or managed or advised by another vehicle or business unit.
Fee-Earning
Assets Under Management are reported in the segment where the Total Assets Under Management are reported to the extent
fee-paying
to Blackstone.
While
Fee-Earning
Assets Under Management generally reflects Total Assets Under Management on which we are entitled to earn management fees,
Fee-Earning
Assets Under Management may also include Total Assets Under Management on which we are entitled to earn only performance revenues.
Our calculation of
Fee-Earning
Assets Under Management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers.
Our definition of
Fee-Earning
Assets Under Management may differ from the definition set forth in the agreements governing the vehicles that we manage or advise.
Perpetual Capital includes
co-investment
redemptions are limited in quantum, such as interval funds or in certain insurance-dedicated vehicles.
| --- | --- | --- |
| [Part I.](#tx734131_1) | | | | | | |
| [Signatures](#tx734131_29a) | | | | | 288 | |
| | • | | Dependence on significant leverage in investments by our funds could adversely affect our ability to achieve attractive rates of return on those investments. |
| | (b) | the net asset value of (1) our hedge funds, real estate debt carry funds, Blackstone Property Partners (“BPP”) funds, certain co-investments managed by us, certain credit-focused funds and our Hedge Fund Solutions drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods) and (2) our funds of hedge funds, our Hedge Fund Solutions registered investment companies, Blackstone Real Estate Income Trust, Inc. (“BREIT”) and Blackstone European Property Income (“BEPIF”) funds, |
| | (c) | the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts, |
| | (d) | the amount of debt and equity outstanding for our collateralized loan obligations (“CLO”) during the reinvestment period, |
| | (f) | the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies and business development companies (“BDCs”), |
| | (g) | the fair value of common stock, preferred stock, convertible debt, term loans or similar instruments issued by Blackstone Mortgage Trust, Inc. (“BXMT”) and |
| | (h) | borrowings under and any amounts available to be borrowed under certain credit facilities of our funds. |
Our Fee-Earning Assets Under Management equals the sum of:
| | (a) | for our Private Equity segment funds, Real Estate segment carry funds including certain Blackstone Real Estate Debt Strategies (“BREDS”) funds and certain Hedge Fund Solutions funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund, |
| | (b) | for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund, |
| | (c) | the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees, |
| | (d) | the net asset value of our funds of hedge funds, hedge funds, BPP, certain co-investments managed by us, certain registered investment companies, BREIT, BEPIF and certain of our Hedge Fund Solutions drawdown funds, |
| | (e) | the invested capital, fair value of assets or the net asset value we manage pursuant to separately managed accounts, |
| | (f) | the net proceeds received from equity offerings and accumulated distributable earnings of BXMT, subject to certain adjustments, |
| | (g) | the aggregate par amount of collateral assets, including principal cash, of our CLOs and |
| | (h) | the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies and BDCs. |
Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees.
Our definitions of Total Assets Under Management and Fee-Earning Assets Under Management are not based on any definition of Total Assets Under Management and Fee-Earning Assets Under Management that is set forth in the agreements governing the investment funds that we manage.
For our carry funds, Total Assets Under Management includes the fair value of the investments held and uncalled capital commitments, whereas Fee-Earning Assets Under Management may include the total amount of capital commitments or the remaining amount of invested capital at cost, depending on whether the investment period has expired or as specified by the fee terms of the fund.
As such, in certain carry funds Fee-Earning Assets Under Management may be greater than Total Assets Under Management when the aggregate fair value of the remaining investments is less than the cost of those investments.
An excerpt. Shown here: 40 of 51 rewritten, all 39 added and all 23 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2024 filing and the FY2023 filing.
Item 1C. Cybersecurity
16 rewritten, 9 added, 10 removed, 23 unchanged
These measures include, where appropriate, physical and digital access controls, patch management, identity verification and mobile device management software, [added: new hire and] annual employee cybersecurity awareness and best practices training programs, security baselines and tools to report anomalous activity, and monitoring of data usage, hardware and software.
Further, we engage in [removed: cyber] [added: cybersecurity] incident tabletop exercises and scenario planning exercises involving hypothetical cybersecurity incidents [added: to test our cybersecurity incident response processes.]
Learnings from these tabletop exercises and any [added: cybersecurity] events we experience are reviewed, discussed and incorporated into our cybersecurity [removed: framework] [added: incident response processes,] as appropriate.
We have a comprehensive Security Incident Response Plan (the “IRP”) designed to inform the proper escalation of [removed: non-routine suspected or confirmed information security or cybersecurity events based on the expected risk an event presents.]
The IRP is reviewed at least annually by [removed: our CSO and] members of BXTI and Legal and Compliance.
Blackstone maintains a formal cybersecurity risk management process and cybersecurity risk register, designed to [added: identify,] track [added: and treat] cybersecurity risks at the firm, and integrates these processes into the firm’s overall risk management practices described above.
Blackstone has a process designed to [removed: assess,] [added: assess] the cybersecurity risks associated with the engagement of [removed: third-party vendors.]
In addition, where appropriate, Blackstone seeks to include in its contractual arrangements with certain of its third-party vendors provisions addressing [added: its requirements and industry] best practices with respect to data and cybersecurity, as well as the right to assess, monitor, audit and test such vendors’ cybersecurity programs and practices.
For a discussion of how risks from cybersecurity threats affect our business, see [removed: “Part 1.][added: “—Item 1A.]
Risk Factors — Risk Related to our Business — Cybersecurity and data protection risks could result in the loss of data, interruptions in our business, and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.” in this Annual Report on [removed: Form 10-K.]
Blackstone has a dedicated cybersecurity team, led by our CSO, who works closely with our senior management, including our Chief Technology Officer (“CTO”), to develop and advance the firm’s cybersecurity [added: program and] strategy.
Our [removed: CSO, Adam Fletcher,] [added: CSO] is a Senior Managing Director in BXTI and is responsible for all aspects of cyber and physical security across Blackstone.
Our [removed: CTO, John Stecher] [added: CTO] is a Senior Managing Director and [added: the] head of BXTI.
[removed: Mr. Stecher also] [added: Our CTO is responsible for all aspects of technology across Blackstone,] advises our investment teams and acts as a resource to portfolio companies on technology-related matters.
The CSO and CTO [added: are responsible for the] review [added: of] Blackstone’s cybersecurity framework annually as well as on an event-driven basis as necessary.
[removed: The audit committee] of our board of directors is responsible for reviewing with management the areas of material risk to our operations and financial results (including, without limitation, applicable major financial and cybersecurity risks and exposures) and our guidelines and policies with respect to risk assessment and risk management.
non-routine
suspected or confirmed information security or cybersecurity events based on the expected risk an event presents.
third-party
vendors.
Form 10-K.
He has over 25 years of information security, technology and engineering experience, including having previously led the international security organization at a large credit bureau.
Our CTO has over 23 years of information security, technology and engineering experience, including having previously served as the Chief Technology and Chief Innovation Officer at a large financial institution.
The audit
committee
to test our cyber incident response processes.
Item 1A.
Prior to his appointment as CSO in 2017, Mr. Fletcher was Blackstone’s Deputy CSO.
Before joining Blackstone in 2014, Mr. Fletcher led the International Security organization for Equifax from 2012 to 2014.
Mr. Fletcher received a B.S. in Operations Research and Industrial Engineering from Cornell University.
Mr. Stecher is responsible for all aspects of technology across Blackstone.
Before joining Blackstone in 2020, Mr. Stecher was a Managing Director and the Chief Technology Officer and Chief Innovation Officer at Barclays.
He was also a member of the Barclays Technology Management Committee.
Prior to joining Barclays in 2017, Mr. Stecher held a variety of senior management and engineering roles across Goldman Sachs’ capital markets and technology divisions.
Mr. Stecher received a B.S. in Computer Science from the University of Wisconsin — Madison and a M.S. in Computer Science from the University of Minnesota.
Item 2. Properties
1 rewritten, 0 added, 0 removed, 3 unchanged
As of December 31, [removed: 2023,] [added: 2024,] in addition to our offices in New York, we also leased offices in Hong Kong, London, Miami, [added: New Jersey,] San Francisco, Singapore, Tokyo and other cities around the world.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
14 rewritten, 16 added, 7 removed, 28 unchanged
The number of holders of record of our common stock as of February [removed: 16, 2024] [added: 21, 2025] was [removed: 65.][added: 60.]
| First Quarter | | $ | [removed: 0.82] [added: 0.83] | | | $ | [removed: 1.32] [added: 0.82] | |
| Second Quarter | | | [removed: 0.79] [added: 0.82] | | | | [removed: 1.27] [added: 0.79] | |
| Third Quarter | | | [removed: 0.80] [added: 0.86] | | | | [removed: 0.90] [added: 0.80] | |
| Fourth Quarter | | | [removed: 0.94] [added: 1.44] | | | | [removed: 0.91] [added: 0.94] | |
Our intention is to pay to holders of common stock a quarterly dividend representing approximately 85% of Blackstone Inc.’s share of Distributable Earnings, subject to adjustment by amounts determined by our board of directors to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as [removed: tax-related payments, clawback obligations and dividends to stockholders for any ensuing quarter.]
If Blackstone Holdings makes such distributions, the limited partners of Blackstone Holdings will be entitled to receive equivalent distributions [removed: pro-rata based on their partnership interests in Blackstone Holdings.]
Blackstone Inc. then dividends its share of such distributions, net of taxes and amounts payable under the tax receivable agreements, to our stockholders on a [removed: pro-rata basis.]
Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 18.][added: 17.]
Generally, these tax distributions will be computed based on our estimate of the net taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the [removed: non-deductibility of certain expenses and the character of our income).]
Share Repurchases in the Fourth Quarter of [removed: 2023][added: 2024]
The following table sets forth information regarding repurchases of shares of our common stock during the quarter ended December 31, [removed: 2023:][added: 2024:]
| (a) | On [removed: December 7, 2021,] [added: July 16, 2024,] Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. [added: This authorization replaced Blackstone’s prior $2.0 billion repurchase authorization.] Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. See “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 16.] [added: 15.] Earnings Per Share and Stockholders’ Equity — Share Repurchase Program” and “— Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Share Repurchase Program” for further information regarding this repurchase program. |
As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with [removed: Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our shares and Blackstone Holdings Partnership Units.]
| | | 2024 | | | | 2023 | | |
| | | $ | 3.95 | | | $ | 3.35 | |
tax-related
payments, clawback obligations and dividends to stockholders for any ensuing quarter.
pro-rata
based on their partnership interests in Blackstone Holdings.
pro-rata
basis.
non-deductibility
of certain expenses and the character of our income).
| Oct. 1 - Oct. 31, 2024 | | | 77,777 | | | $ | 169.32 | | | | 77,777 | | | $ | 1,846,014 | |
| Nov. 1 - Nov. 30, 2024 | | | 186,576 | | | $ | 180.89 | | | | 186,576 | | | $ | 1,812,265 | |
| Dec. 1 - Dec. 31, 2024 | | | — | | | $ | — | | | | — | | | $ | 1,812,265 | |
| | | | 264,353 | | | | | | | | 264,353 | | | | | |
Rule 10b5-1
under the Exchange Act, and similar plans and arrangements relating to our shares and Blackstone Holdings Partnership Units.
| | | 2023 | | | | 2022 | | |
| | | $ | 3.35 | | | $ | 4.40 | |
Following Blackstone’s conversion from a limited partnership to a corporation, we expect to pay more corporate income taxes than we would have as a limited partnership, which will increase this difference between the per share dividend and per unit distribution amounts.
| Oct. 1 - Oct. 31, 2023 | | | — | | | $ | — | | | | — | | | $ | 797,628 | |
| Nov. 1 - Nov. 30, 2023 | | | 399,994 | | | $ | 102.15 | | | | 399,994 | | | $ | 756,769 | |
| Dec. 1 - Dec. 31, 2023 | | | — | | | $ | — | | | | — | | | $ | 756,769 | |
| | | | 399,994 | | | | | | | | 399,994 | | | | | |
Item 8. Financial Statements and Supplementary Data
704 rewritten, 308 added, 221 removed, 1,619 unchanged
Index to Consolidated Financial [added: Statements]
| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: 34)](#tx734131_29)] [added: 34)](#fin912273_1)] | | | [removed: 15 4] [added: 153] | |
| [Consolidated Statements of Financial Condition as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#tx734131_30)] [added: 2023](#fin912273_2)] | | | [removed: 15 7] [added: 156] | |
| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#tx734131_31)] [added: 2022](#fin912273_3)] | | | [removed: 1 59] [added: 158] | |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#tx734131_32)] [added: 2022](#fin912273_4)] | | | [removed: 16 0] [added: 159] | |
| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#tx734131_33)] [added: 2022](#fin912273_5)] | | | [removed: 16 1] [added: 160] | |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#tx734131_34)] [added: 2022](#fin912273_6)] | | | [removed: 16 4] [added: 163] | |
| [Notes to Consolidated Financial [removed: Statements](#tx734131_35)] [added: Statements](#fin912273_7)] | | | [removed: 16 6] [added: 165] | |
We have audited the accompanying consolidated statements of financial condition of Blackstone Inc. and subsidiaries (“Blackstone”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “financial statements”).
We also have audited Blackstone’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in
Internal [removed: Control — Integrated] [added: Control—Integrated] Framework (2013)
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blackstone as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, Blackstone maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in
A company’s internal control over financial reporting includes those policies and procedures that [removed: (a)] [added: (1)] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, [removed: (b)] [added: (2)] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and [removed: (c)] [added: (3)] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that [removed: (a)] [added: (1)] relates to accounts or disclosures that are material to the financial statements and [removed: (b)] [added: (2)] involved our especially challenging, subjective, or complex judgments.
Performance Allocations [removed: in carry fund structures] are made based on [added: either] cumulative fund performance to date, subject to a preferred return to limited [removed: partners.][added: partners or based on fund or vehicle performance over a period of time, subject to a high water mark and preferred return to investors.]
Performance Allocations [removed: in open-ended structures] are [added: made to the general partner] based [added: either] on [added: cumulative] fund [added: performance to date, subject to a preferred return to limited partners] or [added: based on] vehicle performance over a period of time, subject to a high water mark and preferred return to [removed: limited partners or] investors.
| | • | | We [removed: evaluate] [added: evaluated] the appropriateness of management’s assumptions through independent analysis and comparison to external sources. |
| | • | | We [added: performed an iterative risk assessment and based on our evaluation] altered the nature, timing and extent of our procedures to focus our [removed: test] [added: testing] on [removed: evaluating] [added: the] relevant inputs that required a higher degree of management judgment (e.g., cash flow projections, guideline public companies, certain components of the discount rates, [removed: yields,] capitalization rates and exit multiples used in the calculation of the terminal value). Our procedures included testing the underlying source information of the assumptions, as well as developing a range of independent estimates and comparing those to the inputs used by management. |
| | • | | We evaluated management’s valuation methodologies and modeling techniques for [removed: consistency] [added: appropriateness] with the expected methodologies of market participants in developing [removed: an estimate of] [added: a] fair [removed: value.] [added: value estimate.] |
| | • | | We evaluated the impact of current market events and conditions, as well as relevant comparable transactions, on the valuation techniques and assumptions used by management (e.g., [removed: industry, sector] [added: industry] and [removed: geographic location] [added: sector] performance, cash flow projections, other market fundamentals, and interest rates). |
| | • | | We evaluated management’s ability to accurately estimate fair value by comparing previous estimates of fair value to [added: subsequent executed] investment transactions with third parties. |
| | | December 31, 2023 | | | | [removed: December 31, 2022] | | | [added: | | | | | | | | | | | |]
| Cash and Cash Equivalents | | $ | [removed: 2,955,866] [added: 1,972,140] | | | $ | [removed: 4,252,003] [added: 2,955,866] | |
| Cash Held by Blackstone Funds and Other | | | [removed: 316,197] [added: 204,052] | | | | [removed: 241,712] [added: 316,197] | |
| Investments | | | [removed: 26,146,622] [added: 29,800,566] | | | | [removed: 27,553,251] [added: 26,146,622] | |
| Accounts Receivable | | | [removed: 193,365] [added: 237,930] | | | | [removed: 462,904] [added: 193,365] | |
| Due from Affiliates | | | [removed: 4,466,521] [added: 5,409,315] | | | | [removed: 4,146,707] [added: 4,466,521] | |
| Intangible Assets, Net | | | [removed: 201,208] [added: 165,243] | | | | [removed: 217,287] [added: 201,208] | |
| Other Assets | | | [removed: 944,848] [added: 947,859] | | | | [removed: 800,458] [added: 944,848] | |
| Right-of-Use Assets | | | [removed: 841,307] [added: 838,620] | | | | [removed: 896,981] [added: 841,307] | |
| Deferred Tax Assets | | | [removed: 2,331,394] [added: 2,003,948] | | | | [removed: 2,062,722] [added: 2,331,394] | |
| Total Assets | | $ | [removed: 40,287,530] [added: 43,469,875] | | | $ | [removed: 42,524,227] [added: 40,287,530] | |
| Loans Payable | | $ | [removed: 11,304,059] [added: 11,320,956] | | | $ | [removed: 12,349,584] [added: 11,304,059] | |
| Due to Affiliates | | | [removed: 2,393,410] [added: 2,808,148] | | | | [removed: 2,118,481] [added: 2,393,410] | |
| Accrued Compensation and Benefits | | | [removed: 5,247,766] [added: 6,087,700] | | | | [removed: 6,101,801] [added: 5,247,766] | |
| Operating Lease Liabilities | | | [removed: 989,823] [added: 965,742] | | | | [removed: 1,021,454] [added: 989,823] | |
| Accounts Payable, Accrued Expenses and Other Liabilities | | | [removed: 2,277,258] [added: 2,792,314] | | | | [removed: 1,251,840] [added: 2,277,258] | |
| Total Liabilities | | | [removed: 22,212,316] [added: 23,974,860] | | | | [removed: 22,843,160] [added: 22,212,316] | |
| Redeemable Non-Controlling Interests in Consolidated Entities | | | [removed: 1,179,073] [added: 801,399] | | | | [removed: 1,715,006] [added: 1,179,073] | |
| | | Page | | |
| February 28, 2025 |
| Deferred Tax Effects on Equity Transactions | | | — | | | | — | | | | 6,690 | | | | — | | | | — | | | | 6,690 | | | | — | | | | — | | | | 6,690 | | | | — | |
| Deferred Tax Effects on Equity Transactions | | | — | | | | — | | | | 2,467 | | | | — | | | | — | | | | 2,467 | | | | — | | | | — | | | | 2,467 | | | | — | |
| Balance at December 31, 2023 | | | 719,358,114 | | | $ | 7 | | | $ | 6,175,190 | | | $ | 660,734 | | | $ | (19,133 | ) | | $ | 6,816,798 | | | $ | 5,177,255 | | | $ | 4,902,088 | | | $ | 16,896,141 | | | $ | 1,179,073 | |
| Transfer In Due to Consolidation of Fund Entities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 87,643 | | | | — | | | | 87,643 | | | | 1,065 | |
| Net Income (Loss) | | | — | | | | — | | | | — | | | | 2,776,508 | | | | — | | | | 2,776,508 | | | | 473,826 | | | | 2,248,764 | | | | 5,499,098 | | | | (61,289 | ) |
| Currency Translation Adjustment | | | — | | | | — | | | | — | | | | — | | | | (21,193 | ) | | | (21,193 | ) | | | — | | | | (21,502 | ) | | | (42,695 | ) | | | (33,967 | ) |
| Capital Contributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 936,217 | | | | 11,588 | | | | 947,805 | | | | 70,483 | |
| Capital Distributions | | | — | | | | — | | | | — | | | | (2,629,163 | ) | | | — | | | | (2,629,163 | ) | | | (579,631 | ) | | | (1,806,608 | ) | | | (5,015,402 | ) | | | (284,875 | ) |
| Deferred Tax Effects on Equity Transactions | | | — | | | | — | | | | (196,172 | ) | | | — | | | | — | | | | (196,172 | ) | | | — | | | | — | | | | (196,172 | ) | | | — | |
| Equity-Based Compensation | | | — | | | | — | | | | 686,218 | | | | — | | | | — | | | | 686,218 | | | | — | | | | 432,546 | | | | 1,118,764 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2024 | | | 731,925,965 | | | $ | 7 | | | $ | 7,444,561 | | | $ | 808,079 | | | $ | (40,326 | ) | | $ | 8,212,321 | | | $ | 6,154,943 | | | $ | 4,326,352 | | | $ | 18,693,616 | | | $ | 801,399 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Income | | $ | 5,437,809 | | | $ | 2,444,253 | | | $ | 2,988,909 | |
| Change in Due to Affiliates Related to the Impact of Conversions on Tax Receivable Agreements | | $ | 208,676 | | | $ | 114,992 | | | $ | 113,477 | |
| Cash and Cash Equivalents | | $ | 1,972,140 | | | $ | 2,955,866 | |
| Cash Held by Blackstone Funds and Other | | | 204,052 | | | | 316,197 | |
| | | $ | 2,176,192 | | | $ | 3,272,063 | |
to have control.
In cases where the Blackstone Funds are determined to be the customer in the arrangement, placement fees are generally expensed as incurred.
Blackstone may also pay ongoing investor servicing fees to certain distributors of its products.
Where Blackstone is the principal in those arrangements, ongoing investor servicing fees are expensed as incurred and are recorded within General, Administrative and Other expense.
As such, the accrual for potential repayment of previously received Performance Allocations, which is a component of Due to Affiliates, represents all amounts previously distributed to Blackstone Holdings and
non-controlling
The methods used to estimate the fair value of private equity investments include the discounted cash flow method.
The terms
Performance Allocation to the general partner.
in-kind).
Non-Controlling
Income (Loss) and other comprehensive income, if applicable, arising from the respective entities is allocated to
non-controlling
Non-Controlling
Interests in Consolidated Entities within the Consolidated Statements of Financial Condition.
non-controlling
interests are presented within Equity in the Consolidated Statements of Financial Condition as
Non-Controlling
Interests in Consolidated Entities.
The new guidance was effective for Blackstone beginning January 1, 2024, was adopted on a prospective basis and did not result in a change in measurement of equity securities upon adoption.
Statements
| February 23, 2024 |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2020 | | | 683,875,544 | | | $ | 7 | | | $ | 6,332,105 | | | $ | 335,762 | | | $ | (15,831 | ) | | $ | 6,652,043 | | | $ | 4,042,157 | | | $ | 3,831,148 | | | $ | 14,525,348 | | | $ | 65,161 | |
| Net Income | | | — | | | | — | | | | — | | | | 5,857,397 | | | | — | | | | 5,857,397 | | | | 1,625,306 | | | | 4,886,552 | | | | 12,369,255 | | | | 5,740 | |
| Currency Translation Adjustment | | | — | | | | — | | | | — | | | | — | | | | (3,795 | ) | | | (3,795 | ) | | | — | | | | (2,019 | ) | | | (5,814 | ) | | | — | |
| Capital Contributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,280,938 | | | | 10,187 | | | | 1,291,125 | | | | — | |
| Capital Distributions | | | — | | | | — | | | | — | | | | (2,545,374 | ) | | | — | | | | (2,545,374 | ) | | | (1,344,754 | ) | | | (2,067,387 | ) | | | (5,957,515 | ) | | | (2,873 | ) |
| Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders | | | — | | | | — | | | | 58,788 | | | | — | | | | — | | | | 58,788 | | | | — | | | | — | | | | 58,788 | | | | — | |
| Equity-Based Compensation | | | — | | | | — | | | | 369,517 | | | | — | | | | — | | | | 369,517 | | | | — | | | | 263,082 | | | | 632,599 | | | | — | |
| Balance at December 31, 2021 | | | 704,339,774 | | | $ | 7 | | | $ | 5,794,727 | | | $ | 3,647,785 | | | $ | (19,626 | ) | | $ | 9,422,893 | | | $ | 5,600,653 | | | $ | 6,614,472 | | | $ | 21,638,018 | | | $ | 68,028 | |
| Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders | | | — | | | | — | | | | 6,690 | | | | — | | | | — | | | | 6,690 | | | | — | | | | — | | | | 6,690 | | | | — | |
| Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders | | | — | | | | — | | | | 2,467 | | | | — | | | | — | | | | 2,467 | | | | — | | | | — | | | | 2,467 | | | | — | |
| Conversion of Blackstone Holdings Units to Common Stock | | $ | 55,836 | | | $ | 58,249 | | | $ | 296,597 | |
| Acquisition of Ownership Interests from Non-Controlling Interest Holders | | | | | | | | | | | | |
| Due to Affiliates | | $ | 114,992 | | | $ | 113,477 | | | $ | 748,521 | |
| Equity | | $ | 2,467 | | | $ | 6,690 | | | $ | 58,788 | |
| | | $ | 3,272,063 | | | $ | 4,493,715 | |
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
1.
Blackstone’s business is organized into
one of Blackstone’s founders, Stephen A.
2.
lackstone Inc.
Notes to Consolidated Financial Statements—Continued
Performance Allocations in carry fund structures are made to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners.
Performance Allocations in open-ended structures are based on vehicle performance over a period of time, subject to a high water mark and preferred return to investors.
other valuation techniques, including the discounted cash flow method or a market approach.
Certain investments of Blackstone and of the consolidated Blackstone funds of hedge funds and credit-focused funds measure their investments in underlying funds at fair value using NAV per share without adjustment.
A side-pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction.
Redemptions are generally not permitted until the investments within a side-pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side-pocket no longer exist.
As the timing of either of these events is uncertain, the timing at which Blackstone may redeem an investment held in a side-pocket cannot be estimated.
Further disclosure on instruments for which fair value is measured using NAV per share is presented in Note 5.
“Net Asset Value as Fair Value.”
Goodwill
except in the case of (a) equity-based awards that do not require future service, which are expensed immediately, and (b) certain awards to recipients that meet criteria making them eligible for retirement (allowing such recipient to keep a percentage of those awards upon departure from Blackstone after becoming eligible for retirement), for which the expense for the portion of the award that would be retained in the event of retirement is either expensed immediately or amortized to the retirement date.
of
investments, the net change in unrealized gains (losses) resulting from changes in the fair value of investments and interest income and expense and dividends attributable to the consolidated Blackstone Funds’ investments.
Operations.
An excerpt. Shown here: 40 of 704 rewritten, 40 of 308 added and 40 of 221 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 8A. Unaudited Supplemental Presentation of Statements of Financial Condition
23 rewritten, 23 added, 22 removed, 77 unchanged
| Cash and Cash Equivalents | | $ | [removed: 4,252,003] [added: 1,972,140] | | | $ | — | | | $ | — | | | $ | [removed: 4,252,003] [added: 1,972,140] | |
| Cash Held by Blackstone Funds and Other | | | — | | | | [removed: 241,712] [added: 204,052] | | | | — | | | | [removed: 241,712] [added: 204,052] | |
| Intangible Assets, Net | | | [removed: 217,287] [added: 165,243] | | | | — | | | | — | | | | [removed: 217,287] [added: 165,243] | |
| Right-of-Use Assets | | | [removed: 896,981] [added: 838,620] | | | | — | | | | — | | | | [removed: 896,981] [added: 838,620] | |
| Deferred Tax Assets | | | [removed: 2,062,722] [added: 2,003,948] | | | | — | | | | — | | | | [removed: 2,062,722] [added: 2,003,948] | |
| Accrued Compensation and Benefits | | | [removed: 6,101,801] [added: 6,087,700] | | | | — | | | | — | | | | [removed: 6,101,801] [added: 6,087,700] | |
| Operating Lease Liabilities | | | [removed: 1,021,454] [added: 965,742] | | | | — | | | | — | | | | [removed: 1,021,454] [added: 965,742] | |
| Accounts Payable, Accrued Expenses and Other Liabilities | | | [removed: 1,225,982] [added: 2,723,551] | | | | [removed: 25,858] [added: 68,763] | | | | — | | | | [removed: 1,251,840] [added: 2,792,314] | |
| Redeemable Non-Controlling Interests in Consolidated Entities | | | [removed: 3] [added: 1] | | | | [removed: 1,715,003] [added: 801,398] | | | | — | | | | [removed: 1,715,006] [added: 801,399] | |
| Non-Controlling Interests in Blackstone Holdings | | | [removed: 5,253,670] [added: 4,326,352] | | | | — | | | | — | | | | [removed: 5,253,670] [added: 4,326,352] | |
BX Shipston [removed: SCSp][added: SCSp]
Blackstone Private Equity Strategies Fund [removed: L.P.][added: L.P.]
Blackstone Private Equity Strategies Fund [removed: SICAV][added: SICAV]
Blackstone Private Equity Strategies Fund (Master) [removed: FCP*][added: FCP]
Blackstone Infrastructure [removed: Hogan Co-Invest] [added: Partners Europe F] (CYM) [removed: L.P.][added: L.P.*]
Clover Credit Partners CLO III, [removed: Ltd.*][added: Ltd.]
Bayswater Park CLO, [removed: Ltd.*][added: Ltd.]
Peebles Park CLO, [removed: Ltd.*][added: Ltd.]
[removed: Mezzanine side-by-side] investment [removed: vehicles][added: vehicles]
Private equity [removed: side-by-side investment vehicles]
Real estate [removed: side-by-side investment vehicles]
| [removed: *] | Consolidated as of December 31, 2023 only |
| [added: *] | Consolidated as of December 31, [removed: 2022] [added: 2024] only |
| | | December 31, 2024 | | | | | | | | | | | | | | |
| Investments | | | 26,791,383 | | | | 3,890,732 | | | | (881,549 | ) | | | 29,800,566 | |
| Accounts Receivable | | | 191,937 | | | | 45,993 | | | | — | | | | 237,930 | |
| Due from Affiliates | | | 5,436,866 | | | | 21,089 | | | | (48,640 | ) | | | 5,409,315 | |
| Other Assets | | | 938,052 | | | | 9,807 | | | | — | | | | 947,859 | |
| Total Assets | | $ | 40,228,391 | | | $ | 4,171,673 | | | $ | (930,189 | ) | | $ | 43,469,875 | |
| Loans Payable | | $ | 11,233,468 | | | $ | 87,488 | | | $ | — | | | $ | 11,320,956 | |
| Due to Affiliates | | | 2,582,178 | | | | 276,789 | | | | (50,819 | ) | | | 2,808,148 | |
| Total Liabilities | | | 23,592,639 | | | | 433,040 | | | | (50,819 | ) | | | 23,974,860 | |
| Additional Paid-in-Capital | | | 7,444,561 | | | | 878,014 | | | | (878,014 | ) | | | 7,444,561 | |
| Retained Earnings | | | 808,079 | | | | 1,356 | | | | (1,356 | ) | | | 808,079 | |
| Accumulated Other Comprehensive Loss | | | (20,590 | ) | | | (19,736 | ) | | | — | | | | (40,326 | ) |
| Non-Controlling Interests in Consolidated Entities | | | 4,077,342 | | | | 2,077,601 | | | | — | | | | 6,154,943 | |
| Total Equity | | | 16,635,751 | | | | 2,937,235 | | | | (879,370 | ) | | | 18,693,616 | |
| Total Liabilities and Equity | | $ | 40,228,391 | | | $ | 4,171,673 | | | $ | (930,189 | ) | | $ | 43,469,875 | |
Blackstone European Property Income Fund (Master) FCP*
Blackstone European Property Income Fund SICAV*
Blackstone Infrastructure Partners Europe Lower Fund 1 (LUX) SCSp*
Blackstone Infrastructure Partners F.4 L.P.*
Blackstone Infrastructure Strategies L.P.*
side-by-side
side-by-side
investment vehicles
| | | December 31, 2022 | | | | | | | | | | | | | | |
| Investments | | | 23,236,603 | | | | 5,136,542 | | | | (819,894 | ) | | | 27,553,251 | |
| Accounts Receivable | | | 407,681 | | | | 55,223 | | | | — | | | | 462,904 | |
| Due from Affiliates | | | 4,185,982 | | | | 8,417 | | | | (47,692 | ) | | | 4,146,707 | |
| Other Assets | | | 798,299 | | | | 2,159 | | | | — | | | | 800,458 | |
| Total Assets | | $ | 37,947,760 | | | $ | 5,444,053 | | | $ | (867,586 | ) | | $ | 42,524,227 | |
| Loans Payable | | $ | 10,899,584 | | | $ | 1,450,000 | | | $ | — | | | $ | 12,349,584 | |
| Due to Affiliates | | | 2,039,549 | | | | 128,681 | | | | (49,749 | ) | | | 2,118,481 | |
| Total Liabilities | | | 21,288,370 | | | | 1,604,539 | | | | (49,749 | ) | | | 22,843,160 | |
| Additional Paid-in-Capital | | | 5,935,273 | | | | 800,381 | | | | (800,381 | ) | | | 5,935,273 | |
| Retained Earnings | | | 1,748,106 | | | | 17,456 | | | | (17,456 | ) | | | 1,748,106 | |
| Accumulated Other Comprehensive Income (Loss) | | | (35,346 | ) | | | 7,871 | | | | — | | | | (27,475 | ) |
| Non-Controlling Interests in Consolidated Entities | | | 3,757,677 | | | | 1,298,803 | | | | — | | | | 5,056,480 | |
| Total Equity | | | 16,659,387 | | | | 2,124,511 | | | | (817,837 | ) | | | 17,966,061 | |
| Total Liabilities and Equity | | $ | 37,947,760 | | | $ | 5,444,053 | | | $ | (867,586 | ) | | $ | 42,524,227 | |
Blackstone / GSO Global Dynamic Credit Feeder Fund (Cayman) LP
Blackstone / GSO Global Dynamic Credit Funding Designated Activity Company
Blackstone / GSO Global Dynamic Credit Master Fund
Blackstone / GSO Global Dynamic Credit USD Feeder Fund (Ireland)
Blackstone Real Estate Special Situations Holdings L.P.
Blackstone Strategic Alliance Fund L.P.
Hedge Fund Solutions side-by-side investment vehicles.
Item 9A. Controls and Procedures
3 rewritten, 0 added, 0 removed, 34 unchanged
Management conducted an assessment of the effectiveness of Blackstone’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on the framework established in
Based on this assessment, management has determined that Blackstone’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] was effective.
and issued its report on the effectiveness of Blackstone’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] which is included herein.
Item 9B. Other Information
1 rewritten, 0 added, 2 removed, 2 unchanged
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, Blackstone hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures provided to us by [removed: Atlantia] [added: Mundys] S.p.A.
2007 Equity Incentive Plan
On February 22, 2024, upon approval of the Series II Preferred Stockholder, the 2007 Equity Incentive Plan was amended and restated to extend the term of the plan until February 22, 2034.
Item 10. Directors, Executive Officers and Corporate Governance
37 rewritten, 19 added, 38 removed, 191 unchanged
| Stephen A. Schwarzman | | [removed: 77] [added: 78] | | Co-Founder, Chairman and Chief Executive Officer and Director |
| Jonathan D. Gray | | [removed: 54] [added: 55] | | President, Chief Operating Officer and Director |
| Michael S. Chae | | [removed: 55] [added: 56] | | [added: Vice Chairman and] Chief Financial Officer |
| John G. Finley | | [removed: 67] [added: 68] | | Chief Legal Officer |
| Vikrant Sawhney | | [removed: 53] [added: 54] | | Chief Administrative Officer and Global Head of Institutional Client Solutions |
| Joseph P. Baratta | | [removed: 53] [added: 54] | | Director |
| James W. Breyer | | [removed: 62] [added: 63] | | Director |
| Reginald J. Brown | | [removed: 56] [added: 57] | | Director |
| Rochelle B. Lazarus | | [removed: 76] [added: 77] | | Director |
| William G. Parrett | | [removed: 78] [added: 79] | | Director |
| Ruth Porat | | [removed: 66] [added: 67] | | Director |
of the Partnership for New York City and serves on the boards of The Asia Society and New York Presbyterian Hospital, as [added: well as on The Advisory Board of the School of Economics and Management at Tsinghua University, Beijing.]
is President and Chief Operating Officer of Blackstone and [added: has been] a member of our board of [removed: directors.][added: directors since February 2012.]
[removed: He also sits on the firm’s Management Committee and] [added: Mr. Gray] previously served as Global Head of Real Estate, [removed: which he helped] [added: helping] build [added: that business] into the largest commercial real estate platform in the world.
Mr. Gray and his wife, Mindy, established the Basser Center for BRCA at the University of Pennsylvania School of Medicine [added: in 2012] focused on the prevention and treatment of [removed: certain genetically caused] [added: BRCA-related] cancers.
They [added: have] also established [removed: NYC Kids RISE] [added: numerous programs for low-income children] in [removed: partnership with the City of] New [removed: York to accelerate] [added: York, including creating NYC Kids RISE,] college savings [removed: for low income children.][added: initiative provided to every NYC public school kindergartner.]
[added: The Grays have been named to The Chronicle of Philanthropy’s list of the largest donors in the U.S.] Mr. Gray received a BS in Economics from the Wharton School, as well as a BA in English from the College of Arts and Sciences at the University of Pennsylvania.
is Blackstone’s [added: Vice Chairman and] Chief Financial Officer and a member of the firm’s Management Committee and investment committees across most of the firm’s businesses.
Mr. Chae has served as Blackstone’s [added: Vice Chairman and] Chief Financial Officer since [added: January 2025 and] August [removed: 2015.][added: 2015, respectively.]
Mr. Chae serves on the boards of the [added: Harvard Management Company, the] Robin Hood Foundation, the Asia Society and St. Bernard’s School.
He is a member of the Council on Foreign Relations and founded the Chae Initiative [added: in] Private Sector Leadership at Yale Law School.
Mr. Finley is an Adviser on the American Law Institute’s Restatement of the Law, Corporate Governance project and a member of the Dean’s Advisory Board of Harvard Law School, [removed: Advisory Board of the Harvard Law School Program on Corporate Governance,] Gettysburg Foundation, and Board of Advisors of the Penn Institute for Law and Economics.
He has served on the [added: U.S. Advisory Council on Historic Preservation, the] Committee of Securities Regulation of the New York State Bar Association and the Board of Advisors of the Knight-Bagehot Fellowship in Economics and Business Journalism at Columbia University.
Mr. [removed: Sawney] [added: Sawhney] has served as Blackstone’s Chief Administrative Officer and Global Head of Institutional Client Services since September 2019.
is Global Head of Private Equity [added: Strategies] at Blackstone and a member of the board of directors.
[added: Mr. Breyer is currently a] member of Harvard Business School’s Board of Dean’s Advisors, a member of Harvard University’s Global Advisory Council, a founding member of the Dean’s Advisory Board of Stanford University’s School of Engineering, Chairman of the Stanford Engineering Venture Fund and founding member of the Stanford Institute for Human-Assisted Artificial Intelligence Advisory Board.
Mr. Parrett is a member of the [removed: boards] [added: board] of directors [removed: of ThoughtWorks, where he is the chair of the audit committee] and [removed: a member of] the nominating and governance [removed: committee, and Oracle Corporation, where he is a member] [added: committee] of [removed: the nominating and governance committee.][added: Oracle Corporation.]
Mr. Parrett was also previously a member of the boards of directors of Eastman Kodak Company, Thermo Fisher Scientific Inc., UBS AG, UBS [removed: Americas and] [added: Americas,] Conduent Inc. [added: and ThoughtWorks, Inc.] Mr. Parrett is a past Senior Trustee of the United States Council for International Business and a past Chairman of the Board of Trustees of United Way Worldwide.
Ms. Porat is President and Chief Investment [removed: Officer, and Chief Financial] Officer of Alphabet and Google.
Ms. Porat is a member of the boards of directors of the [removed: Stanford Management Company, the] Council on Foreign [removed: Relations,] [added: Relations] and Bloomberg Philanthropies, and the Board of Trustees of Memorial Sloan Kettering Cancer Center.
She previously spent ten years on Stanford University’s Board of [removed: Trustees.][added: Trustees and on the Board of the Stanford Management Company.]
Mr. [removed: Schwarzman] [added: Schwarzman,] will have the power to vote upon, act upon, consent to, approve or otherwise determine any matters to be voted upon, acted upon, consented to, approved or otherwise determined by the members of the Series II Preferred Stockholder.
[removed: With] [added: In particular, with] regard to Mr. Breyer, Mr. Schwarzman considered his extensive financial background and significant investment experience at Breyer Capital and Accel Partners.
Our board of directors has a total of [removed: ten] [added: eight] members, including [removed: seven] [added: five] members, Messrs.
Breyer, [removed: Brown, Mulroney] [added: Brown] and Parrett, and Mses.
[removed: Ayotte,] Lazarus and Porat, who are independent under NYSE rules relating to corporate governance matters and the independence standards described in our governance policy.
The audit committee’s responsibilities also include reviewing with management, the independent auditors and internal audit, the areas of [added: material risk to our operations and financial results, including, without limitation, major financial and cybersecurity risks and exposures and our guidelines and policies with respect to risk assessment and risk management.]
In 2024, Mr. Schwarzman was appointed as an Honorary Knight of the Most Excellent Order of the British Empire (KBE) in recognition of his services to philanthropy.
He sits on the firm’s Management Committee and nearly all of its investment committees.
Mr. Gray was appointed to his current role in 2018.
He joined Blackstone in 1992 in the M&A and Private Equity areas.
Mr. Gray has served as chairman of the board of directors of Hilton Worldwide Holdings Inc. since 2007 and is also on the board of directors of XRG.
He previously served on the board of directors of Corebridge Financial.
Mr. Baratta graduated magna cum laude from Georgetown University.
In addition, Mr. Mulroney and Ms. Ayotte, who ceased to be directors on our board of directors effective February 29, 2024 and November 14, 2024, respectively, each satisfied the independence requirements of the NYSE during his or her respective tenure.
Securities Trading Policies and Procedures
We have adopted policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees and by Blackstone that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange.
A copy of our Securities Trading Policies and Procedures Governing Transactions Blackstone Securities is filed as Exhibit 19.1 to this Annual Report on
Form 10-K.
Delinquent Section 16(a) Reports
On August 5, 2024, Blackstone discovered that a filing it had scheduled to be made for its Principal Accounting Officer via its filing agent’s software had not been properly transmitted by the software to the SEC on August 2nd as Blackstone had scheduled.
Immediately after the error was discovered, Blackstone contacted its filing agent.
The filing agent notified Blackstone that this was due to a technical error in the filing agent’s software.
The filing agent
re-filed
the Form 4 that same day.
| Kelly A. Ayotte | | 55 | | Director |
| The Right Honorable Brian Mulroney | | 84 | | Director |
well as on The Advisory Board of the School of Economics and Management at Tsinghua University, Beijing.
Mr. Gray joined the board of directors in February 2012 and has served as Blackstone’s President and Chief Operating Officer since March 2018.
Mr. Gray joined Blackstone in 1992.
He currently serves on the boards of directors of Hilton Worldwide Holdings Inc, including as its Chairman, and Corebridge Financial.
He also serves on the board of Harlem Village Academies.
Kelly A.
Ayotte
is a member of our board of directors.
Ms. Ayotte joined the board of directors in May 2019.
Ms. Ayotte represented New Hampshire in the United States Senate from 2011 to 2016, where she chaired the Armed Services Subcommittee on Readiness and the Commerce Subcommittee on Aviation Operations.
Ms. Ayotte also served on the Homeland Security and Governmental Affairs, Budget, Small Business and Entrepreneurship, and Aging Committees.
Ms. Ayotte served as the “Sherpa” for Justice Neil Gorsuch, leading the effort to secure his confirmation to the United States Supreme Court.
From 2004 to 2009, Ms. Ayotte served as New Hampshire’s first female Attorney General having been appointed to that position by Republican Governor Craig Benson and reappointed twice by Democratic Governor John Lynch.
Prior to that, she served as the Deputy Attorney General, Chief of the Homicide Prosecution Unit and as Legal Counsel to Governor Craig Benson.
Ms. Ayotte began her career as a law clerk to the New Hampshire Supreme Court and as an associate at the McLane Middleton law firm.
Ms. Ayotte serves on the boards of directors of News Corporation, including as a member of its nomination and governance committee and as chair of its compensation committee; Blink Health LLC; BAE Systems Inc., including as a member of its compensation committee; and Boston Properties, Inc., including as a member of its compensation committee.
Ms. Ayotte previously served on the boards of directors of Bloom Energy Corporation and Caterpillar, Inc. Ms. Ayotte also serves on the advisory boards of Microsoft, Chubb Insurance and Cirtronics.
Ms. Ayotte is a Senior Advisor to Citizens for Responsible Energy Solutions.
Ms. Ayotte also serves on the
non-profit
boards of the International Republican Institute, NH Veteran’s Count and NH Swim with a Mission.
Ms. Ayotte is also a member of the board of advisors for the Center on Military and Political Power at the Foundation for Defense of Democracies.
Mr. Breyer is currently a
The Right Honorable Brian Mulroney
Mr. Mulroney joined the board of directors in June 2007.
Mr. Mulroney is a senior partner for Norton Rose Fulbright Canada LLP.
Prior to joining Norton Rose Fulbright Canada, Mr. Mulroney was the eighteenth Prime Minister of Canada from 1984 to 1993 and leader of the Progressive Conservative Party of Canada from 1983 to 1993.
He served as the Executive Vice President of the Iron Ore Company of Canada and President beginning in 1977.
Prior to that, Mr. Mulroney served on the Cliché Commission of Inquiry in 1974.
Mr. Mulroney is a Senior Advisor of Global Affairs at Barrick Gold Corporation, where he previously served as a member of the board of directors, and is the Chairman of their International Advisory Board.
Mr. Mulroney is also Chairman of the board of directors of Quebecor Inc., and he previously served on the boards of directors of Acreage Holdings Inc., Wyndham Hotels & Resorts, Inc., Archer Daniels Midland Company and Quebecor World Inc.
In particular, with regard to Ms. Ayotte, Mr. Schwarzman
considered her distinguished career in government and public service, especially her service as a United States Senator and as New Hampshire Attorney General.
With regard to Mr. Mulroney, Mr. Schwarzman considered his distinguished career of government service, especially his service as the Prime Minister of Canada.
In addition, Sir John Antony Hood, who stepped down from our board of directors effective August 25, 2023, satisfied the independence requirements of the NYSE during his tenure.
material risk to our operations and financial results, including major financial and cybersecurity risks and exposures and our guidelines and policies with respect to risk assessment and risk management.
Item 11. Executive Compensation
137 rewritten, 66 added, 72 removed, 350 unchanged
Moreover, if a carry fund fails to achieve specified investment returns due to diminished performance of later investments, our Performance Plans entitle us to [removed: “clawback”] [added: “claw back”] carried interest payments previously made to an employee for the benefit of the limited partner investors in that fund, and we escrow a portion of all carried interest payments made to employees to help fund their potential future “clawback” obligations, all of which further discourages excessive risk-taking by our employees.
In most cases, the carried interest earned on these investments [removed: represent] [added: represents] a significant percentage of such professional employees’
In applicable jurisdictions, specifically in the European Union and the United Kingdom, our compensation program includes additional remuneration policies that may limit or otherwise alter the compensation for certain [removed: employees] [added: employees,] consistent with local regulatory [removed: requirements] [added: requirements,] and are aimed at, among other things, discouraging inappropriate risk-taking and aligning compensation with the firm’s strategy and long-term [removed: interests] [added: interests,] consistent with our general compensation program.
[removed: (See “— Item] [added: See “—Item] 13.
Certain Relationships and Related Transactions, and Director Independence — Investment In or Alongside Our [removed: Funds.”)] [added: Funds.”] In determining compensation for our named executive officers, we do not take into account the gains or losses attributable to the personal investments by our named executive officers in our investment funds.
The minimum retained ownership requirements for our named executive officers are further described below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in [removed: 2023] [added: 2024] — Terms of Discretionary Equity Awards — Minimum Retained Ownership Requirements.”
In [removed: 2023,] [added: 2024,] our named executive officers were:
| Michael S. Chae | | [added: Vice Chairman and] Chief Financial Officer |
The key elements of the compensation of our named executive officers for [removed: 2023] [added: 2024] were base compensation, which is composed of base salary, cash bonus and equity-based compensation, and performance compensation, which is composed of carried interest and incentive fee allocations:
Each named executive officer received a $350,000 annual base salary in [removed: 2023,] [added: 2024,] which equals the total yearly partnership drawings that were received by each of our senior managing directors prior to our initial public offering in 2007.
Annual [removed: Cash] Bonus Payments / Deferred Equity Awards
Each of our named executive officers other than Mr. Schwarzman received annual [removed: cash] bonus payments in respect of [removed: 2023] [added: 2024] in addition to their base salary.
These [removed: cash] bonus payments included participation interests in the earnings of the firm’s various investment businesses.
For all named executive officers, the amount of [removed: cash] [added: bonus] payments paid to such named executive officer at the end of the year in respect of such year was determined in the discretion of Mr. Schwarzman and Mr. Gray, as described below.
[removed: The ultimate cash payment amounts were] based on (a) the prior and anticipated performance of the named executive officer, (b) the prior and anticipated performance of the firm’s segments and product lines, (c) the overall success of the firm and (d) where applicable, the estimated participation interests given to the named executive officer at the beginning of the year in respect of the investments to be made in that year.
We make annual [removed: cash] bonus payments in the first quarter of the ensuing year to reward individual performance for the prior year.
The ultimate [removed: cash] [added: bonus] payments that are made are fully discretionary as further discussed below under “— Determination of Incentive Compensation.”
For [removed: 2023,] [added: 2024,] all named executive officers other than Mr. Schwarzman were selected to participate in the Bonus Deferral Plan.
On January [removed: 8, 2024,] [added: 10, 2025,] Mr. Gray, Mr. Chae, Mr. Finley and Mr. Sawhney each received a deferral award under the Bonus Deferral Plan of deferred restricted common stock units in respect of their service in [removed: 2023.][added: 2024.]
The percentage of the [removed: 2023] [added: 2024] annual cash bonus payment mandatorily deferred into deferred restricted common stock units for Messrs.
Gray, Chae, Finley and Sawhney was approximately 100%, [removed: 30%,] [added: 100%,] 40% and [removed: 25%,] [added: 100%,] respectively.
These awards are reflected as stock awards for fiscal year [removed: 2023] [added: 2024] in the Summary Compensation Table and in the Grants of Plan-Based Awards in [removed: 2023] [added: 2024] table.
On April 1, [removed: 2023,] [added: 2024,] Mr. Gray, Mr. Chae, Mr. Finley and Mr. Sawhney were awarded a discretionary award of [removed: 349,191, 116,397, 104,758] [added: 197,896, 79,159, 71,243] and [removed: 104,758] [added: 71,243] deferred restricted common stock units, respectively.
These awards reflected [removed: 2022] [added: 2023] performance and were intended to further promote retention and to incentivize future performance.
The awards will vest 10% on July 1, [removed: 2024,] [added: 2025,] 10% on July 1, [removed: 2025,] [added: 2026,] 20% on July 1, [removed: 2026,] [added: 2027,] 30% on July 1, [removed: 2027] [added: 2028] and 30% on July 1, [removed: 2028.][added: 2029.]
These awards are reflected as stock awards for fiscal [removed: 2023] [added: 2024] in the Summary Compensation Table and in the Grants of Plan-Based Awards in [removed: 2023] [added: 2024] table.
In January [removed: 2024,] [added: 2025,] Mr. Gray, Mr. Chae, Mr. Finley and Mr. Sawhney were each informed of anticipated discretionary awards of deferred restricted common stock units with values of [removed: $25,000,000, $10,000,000, $9,000,000] [added: $30,000,000, $15,000,000, $15,000,000] and [removed: $9,000,000,] [added: $12,750,000,] respectively.
These anticipated awards reflect [removed: 2023] [added: 2024] performance and are intended to further promote retention and to incentivize future performance.
These awards are expected to be granted under the 2007 Equity Incentive Plan on April 1, [removed: 2024,] [added: 2025,] subject to the named executive officer’s continued employment through such date.
Once granted, these awards will vest 10% on July 1, [removed: 2025,] [added: 2026,] 10% on July 1, [removed: 2026,] [added: 2027,] 20% on July 1, [removed: 2027,] [added: 2028,] 30% on July 1, [removed: 2028] [added: 2029] and 30% on July 1, [removed: 2029] [added: 2030] and will be reflected as stock awards for fiscal [removed: 2024] [added: 2025] in the Summary Compensation Table and in the Grants of Plan-Based Awards in [removed: 2024] [added: 2025] table.
During [removed: 2023,] [added: 2024,] all of our named executive officers participated in the carried interest [removed: of our carry funds] and/or the incentive fees of our funds [removed: that pay incentive fees] through their participation interests in the carry or incentive fee pools generated by these funds.
We refer to these pools and employee participation therein as our “Performance Plans” and payments made thereunder as “performance payments.” The aggregate amount of performance payments payable through our Performance Plans is directly tied to the performance of the funds, which we believe [removed: fosters] [added: benefits our stockholders by fostering] a strong alignment of interests between the investors in those funds and the named executive [removed: officers, and therefore benefits our stockholders.][added: officers.]
For purposes of our financial statements, we treat the income allocated to all our personnel who have participation interests in the carried interest or incentive fees generated by our funds as compensation, and the amounts of carried interest and [removed: incentive fees earned by named executive officers are reflected as “All Other Compensation” in the Summary Compensation Table.]
In addition, any named executive officer who is [added: Tier I or Tier II] retirement eligible [added: (as defined below)] will automatically vest in 50% of their otherwise unvested carried interest allocation upon retirement.
[removed: Agreements — Retirement.”)] We believe that vesting requirements of carried interest participation enhances the stability of our senior management team and provides greater incentives for our named executive officers to remain at the firm.
Compensation we receive from investment advisory clients in the form of securities may be allocated to employees [removed: and senior managing directors.]
(See “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in [removed: 2023 — Schwarzman] [added: 2024 —Schwarzman] Founding Member Agreement.”) Mr. Schwarzman is provided certain security services, which may include home security systems and monitoring, and personal and related security services.
Mr. Schwarzman’s compensation has been established pursuant to the terms of his amended and restated founding member agreement, which is described below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in [removed: 2023] [added: 2024] — Schwarzman Founding Member Agreement.” For [removed: 2023,] [added: 2024,] these decisions were based primarily on Mr. Schwarzman’s and Mr. Gray’s assessment of such named executive officer’s individual performance, operational performance for the areas of the business for which the named executive officer has responsibility, and the named executive officer’s potential to enhance investment returns for the investors in our funds and service to our [added: investment] advisory clients, and to contribute to long-term stockholder value.
For [removed: 2023,] [added: 2024,] Messrs.
During [removed: 2023,] [added: 2024,] our compensation committee was comprised of Mr. Schwarzman, and none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our compensation committee or our board of directors.
The ultimate bonus payment amounts were
incentive fees earned by named executive officers are reflected as “All Other Compensation” in the Summary Compensation Table.
BXMT is an investment advisory client of Blackstone.
and senior managing directors.
In 2024, Messrs.
Policies and Practices Related to the Timing of Equity Awards
Our executive compensation program has historically not included awards of stock options.
Accordingly, we have no policy, program, practice, or plan pertaining to the timing of stock option grants with respect to the release of material
non-public
information.
We also have not timed the release of material
non-public
information for the purpose of affecting the value of executive compensation.
| Stephen A. Schwarzman | | | 2024 | | | $ | 350,000 | | | $ | — | | | $ | — | | | $ | 83,677,074 | | | $ | 84,027,074 | |
| Jonathan D. Gray | | | 2024 | | | $ | 350,000 | | | $ | — | | | $ | 32,821,208 | | | $ | 44,141,580 | | | $ | 77,312,788 | |
| Michael S. Chae | | | 2024 | | | $ | 350,000 | | | $ | — | | | $ | 15,911,823 | | | $ | 5,224,642 | | | $ | 21,486,465 | |
| John G. Finley | | | 2024 | | | $ | 350,000 | | | $ | 3,382,867 | | | $ | 11,377,132 | | | $ | 2,043,192 | | | $ | 17,153,191 | |
| Vikrant Sawhney | | | 2024 | | | $ | 350,000 | | | $ | — | | | $ | 13,298,294 | | | $ | 8,571,538 | | | $ | 22,219,832 | |
| | Amounts reported for 2024 reflect the following deferred restricted common stock units granted on January 10, 2025, for the 2024 performance under the Bonus Deferral Plan: Mr. Gray, 41,801 deferred restricted common stock units with a grant date fair value of $6,890,895, Mr. Chae, 33,604 deferred restricted common stock units with a grant date fair value of $5,539,619, Mr. Finley, 12,388 deferred restricted common stock units with a grant date fair value of $2,042,162 and Mr. Sawhney, 24,042 deferred restricted common stock units with a grant date fair value of $3,963,324. The grant date fair value of these equity awards is computed in accordance with GAAP and generally differs from the dollar amount of such awards. For additional information on the Bonus Deferral Plan, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024 — Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan.” |
| (c) | Amounts reported for 2024 include distributions, whether in cash or in-kind, in respect of carried interest or incentive fee allocations relating to our Performance Plans to the named executive officer in 2024 as follows: $71,857,251 for Mr. Schwarzman, $43,309,973 for Mr. Gray, $5,137,289 for Mr. Chae, $2,008,251 for Mr. Finley and $8,484,185 for Mr. Sawhney. Any in-kind distributions in respect of carried interest are reported based on the market value of the securities distributed as of the date of distribution. For 2024, no named executive officers received such in-kind distributions. We have determined to present compensation relating to carried interest and incentive fees within the Summary Compensation Table in the year in which such |
| | Amounts shown for 2024 also include the value of restricted shares of listed common stock of BXMT allocated to our named executive officers based on the closing price of BXMT’s common stock on the date of the award as follows: $789,606 for Mr. Schwarzman, $831,607 for Mr. Gray, $87,353 for Mr. Chae, $34,941 for Mr. Finley and 87,353 for Mr. Sawhney. These restricted BXMT shares will vest over three years with one-sixth of the shares vesting at the end of the second quarter after the date of the award and the remaining shares vesting in ten equal quarterly installments thereafter. With the exception of $11,030,216 of expenses related to security services in 2024 for Mr. Schwarzman and members of his family, there were no perquisites or other personal benefits provided to the other named executive officers for which the aggregate incremental cost to the Company exceeded $10,000, and information regarding any such perquisites or other personal benefits has therefore not been included. As noted above under “— Compensation Discussion and Analysis — Compensation Elements for Named Executive Officers — Other Benefits,” we consider the expenses for security services for Mr. Schwarzman to be for our benefit and appropriate business expenses rather than personal benefits for Mr. Schwarzman. Mr. Schwarzman makes business and personal use of a car and driver and he and members of his family may also make occasional business and personal use of an airplane in which we have a fractional interest. In each case, he bears the full cost of such personal usage. In addition, certain Blackstone personnel administer personal matters for Mr. Schwarzman and members of his family and certain matters for the Stephen A. Schwarzman Education Foundation (“SASEF”) and the Stephen A. Schwarzman Foundation (“SASF”), and Mr. Schwarzman, SASEF and SASF, as applicable, respectively, bear the full incremental cost to us of such personnel, if any. There is no incremental expense incurred by us in connection with the use of any car and driver, airplane or personnel by Mr. Schwarzman, as described above. |
| Jonathan D. Gray | | | 4/1/2024 | | | | 197,896 | (a) | | $ | 25,930,313 | |
| | | | 1/10/2025 | | | | 41,801 | (b) | | $ | 6,890,895 | |
| Michael S. Chae | | | 4/1/2024 | | | | 79,159 | (a) | | $ | 10,372,204 | |
| | | | 1/10/2025 | | | | 33,604 | (b) | | $ | 5,539,619 | |
| John G. Finley | | | 4/1/2024 | | | | 71,243 | (a) | | $ | 9,334,970 | |
| | | | 1/10/2025 | | | | 12,388 | (b) | | $ | 2,042,162 | |
| Vikrant Sawhney | | | 4/1/2024 | | | | 71,243 | (a) | | $ | 9,334,970 | |
| | | | 1/10/2025 | | | | 24,042 | (b) | | $ | 3,963,324 | |
Upon the effectiveness of the Tier II Retirement Amendment (defined below), Blackstone personnel will be deemed Tier II retirement eligible upon reaching the age of 60 and having at least ten full years of service with our firm.
not necessarily be selected to participate in a subsequent year.
Gray, Chae and Sawhney would be deferred.
| $5,000,000 + | | | 65 | % | | | 52.8 | % |
on January 1, 2024,
on
on January 1, 2027 and
on January 1, 2028.
Each senior managing director will be
| Jonathan D. Gray | | | 1,561,967 | | | $ | 268,997,917 | |
| Michael S. Chae (c) | | | 468,845 | | | $ | 80,583,873 | |
(See “—
Non-Competition
and
Non-Solicitation
BXMT and Blackstone Real Estate Income Trust (“BREIT”) are investment advisory clients of Blackstone.
In 2023, Messrs.
Schwarzman, Gray, Chae, Finley and Sawhney were also allocated fully vested shares of BREIT.
The BREIT shares were allocated in the first quarter of 2023 in respect of 2022 performance.
| Chief Executive Officer | | | 2021 | | | $ | 350,000 | | | $ | — | | | $ | — | | | $ | 159,931,754 | | | $ | 160,281,754 | |
| Chief Operating Officer | | | 2021 | | | $ | 350,000 | | | $ | — | | | $ | 52,408,134 | | | $ | 103,836,036 | | | $ | 156,594,170 | |
| | | | 2021 | | | $ | 350,000 | | | $ | 4,566,274 | | | $ | 11,278,331 | | | $ | 14,610,658 | | | $ | 30,805,263 | |
| | | | 2021 | | | $ | 350,000 | | | $ | 3,558,699 | | | $ | 9,623,557 | | | $ | 4,260,136 | | | $ | 17,792,392 | |
| Chief Administrative Officer | | | | | | | | | | | | | | | | | | | | | | | | |
The amount reported as “bonus” for 2023 for Mr. Gray, Mr. Chae, Mr. Finley and Mr. Sawhney is shown net of their mandatory deferral pursuant to the Bonus Deferral Plan.
The deferred amounts for 2023 were as follows: Mr. Gray, $6,650,000, Mr. Chae, $1,853,591, Mr. Finley, $2,058,009 and Mr. Sawhney $1,042,359.
The grant date fair value of these equity awards is computed in accordance with GAAP and generally differs from the dollar amount of such awards.
To the extent compensation expense recorded by us on an accrual basis in respect of carried interest or incentive fee allocations (rather than cash or
in-kind
distributions) were to be included for 2023, the amounts would be $32,347,255 for Mr. Schwarzman, $(991,108) for Mr. Gray, $3,362,698 for Mr. Chae, $933,029 for Mr. Finley and $8,394,392 for Mr. Sawhney.
Amounts shown for 2023 also include the value of restricted shares of listed common stock of BXMT allocated to our named executive officers based on the closing price of BXMT’s common stock on the date of the award as follows: $976,418 for Mr. Schwarzman, $766,122 for Mr. Gray, $80,475 for Mr. Chae, $32,211 for Mr. Finley and $80,496 for Mr. Sawhney.
These restricted BXMT shares will vest over three years with
one-sixth
of the shares vesting at the end of the second quarter after the date of the award and the remaining shares vesting in ten equal quarterly installments thereafter.
In addition, amounts shown for 2023 also include the value of BREIT shares allocated to our named executive officers based on BREIT’s 2022
year-end
net asset value as follows: $34,287,068 for Mr. Schwarzman, $49,051,599 for Mr. Gray, $2,452,580 for Mr. Chae, $981,032 for Mr. Finley and $2,452,580 for Mr. Sawhney.
These BREIT shares are fully vested upon delivery.
With the exception of $4,579,444 of expenses related to security services in 2023 for Mr. Schwarzman and members of his family, there were no perquisites or other personal benefits provided to the other named executive officers for which the aggregate incremental cost to the Company exceeded $10,000, and information regarding any such perquisites or other personal benefits has therefore not been included.
As noted above under “— Compensation Discussion and Analysis — Compensation Elements for Named Executive Officers — Other Benefits,” we consider the expenses for security services for Mr. Schwarzman to be for our benefit and appropriate business expenses rather than personal benefits for Mr. Schwarzman.
Mr. Schwarzman makes business and personal use of a car and driver and he and members of his family may also make occasional business and personal use of an airplane in which we have a fractional interest.
In each case, he bears the full cost of such personal usage.
In addition, certain Blackstone personnel administer personal matters for Mr. Schwarzman and members of his family and certain matters for the Stephen A.
Schwarzman Education Foundation (“SASEF”) and the Stephen A.
Schwarzman Foundation (“SASF”), and Mr. Schwarzman, SASEF and SASF, as applicable, respectively, bear the full incremental cost to us of such personnel, if any.
There is no incremental expense incurred by us in connection with the use of any car and driver, airplane or personnel by Mr. Schwarzman, as described above.
| Jonathan D. Gray | | | 4/1/2023 | | | | 349,191 | (a) | | $ | 30,672,936 | |
| | | | 1/8/2024 | | | | 55,837 | (b) | | $ | 6,831,098 | |
| Michael S. Chae | | | 4/1/2023 | | | | 116,397 | (a) | | $ | 10,224,312 | |
| | | | 1/8/2024 | | | | 15,564 | (b) | | $ | 1,904,100 | |
| John G. Finley | | | 4/1/2023 | | | | 104,758 | (a) | | $ | 9,201,942 | |
An excerpt. Shown here: 40 of 137 rewritten, 40 of 66 added and 40 of 72 removed. The counts are complete. For every sentence, read Item 11. Executive Compensation in the FY2024 filing and the FY2023 filing.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
22 rewritten, 12 added, 9 removed, 38 unchanged
The following table sets forth information regarding the beneficial ownership of our common stock and Blackstone Holdings Partnership Units as of February [removed: 16, 2024] [added: 21, 2025] by:
A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of February [removed: 16, 2024.][added: 21, 2025.]
| The Vanguard Group, Inc. (b) | | | 62,972,154 | | | | [removed: 8.8] [added: 8.6] | % | | | — | | | | — | |
| BlackRock, Inc. (c) | | | 45,986,530 | | | | [removed: 6.4] [added: 6.3] | % | | | — | | | | — | |
| Stephen A. Schwarzman (f)(g) | | | — | | | | — | | | | 231,924,793 | | | | [removed: 51.2] [added: 51.8] | % |
| Kelly [removed: A.] Ayotte | | | [removed: 13,989] [added: 16,514] | | | | * | | | | — | | | | — | |
| James W. Breyer | | | [removed: 36,886] [added: 38,905] | | | | * | | | | — | | | | — | |
| Reginald J. Brown | | | [removed: 12,707] [added: 16,949] | | | | * | | | | — | | | | — | |
| Rochelle B. Lazarus (g) | | | [removed: 55,343] [added: 57,626] | | | | * | | | | — | | | | — | |
| William G. Parrett (g) | | | [removed: 90,112] [added: 91,781] | | | | * | | | | — | | | | — | |
| Ruth Porat | | | [removed: 40,195] [added: 43,712] | | | | * | | | | — | | | | — | |
| All current executive officers and directors as a group (13 persons) | | | [removed: 2,507,757] [added: 3,367,969] | | | | * | | | | [removed: 286,353,011] [added: 287,408,042] | | | | [removed: 63.2] [added: 64.2] | % |
| [removed: (a)] | [removed: Subject to certain requirements and restrictions, the partnership units of Blackstone Holdings are exchangeable for shares of our common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the five Blackstone Holdings Partnerships to effect] an exchange for a share of our common stock. See [removed: “— Item] [added: “—Item] 13. Certain Relationships and Related Transactions, and Director Independence — Exchange Agreement.” Beneficial ownership of Blackstone Holdings Partnership Units reflected in this table has not been also reflected as beneficial ownership of our shares of common stock for which such units may be [removed: exchanged on a one-for-one basis.] [added: exchanged.] |
| (b) | Reflects shares of common stock beneficially owned by The Vanguard Group, Inc. and its subsidiaries based on the amended Schedule 13G filed by The Vanguard Group, Inc. on February 13, 2024. The [removed: Vanguard Group, Inc. reports shared voting power, sole dispositive power and shared dispositive power over 945,756; 59,792,095 and 3,180,059 shares, respectively. The] address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
| (c) | Reflects shares of common stock beneficially owned by BlackRock, Inc. and its subsidiaries based on the Schedule 13G filed by BlackRock, Inc. on January 29, 2024. [removed: BlackRock, Inc. reports sole voting power and sole dispositive power over 41,657,836 and 45,986,530 shares, respectively.] The address of BlackRock, Inc. is 50 Hudson [removed: Yards,] [added: Yards] New York, NY 10001. |
| (d) | The shares of common stock [removed: and Blackstone Holdings Partnership Units] beneficially owned by the directors and executive officers reflected above do not include the following number of securities that will be delivered to the respective individual more than 60 days after February [removed: 16, 2024:] [added: 28, 2025:] Mr. Gray [removed: — 354,301 deferred restricted Blackstone Holdings Partnership Units and 1,722,555] [added: – 1,449,292] deferred restricted common stock; Mr. Chae [removed: — 187,269 deferred restricted Backstone Holdings Partnership Units and 462,386] [added: – 439,815] deferred restricted common stock; Mr. Finley [removed: — 23,621 deferred restricted Blackstone Holdings Partnership Units and 357,818] [added: – 347,728] deferred restricted common stock; Mr. Baratta [removed: — 650,115 deferred restricted Blackstone Holdings Partnership Units and 663,213] [added: – 467,588] deferred restricted common stock; Mr. Sawhney [removed: — 4,725 deferred restricted Blackstone Holdings Partnership Units and 449,586 deferred restricted common stock; Ms. Ayotte — 2,525 deferred restricted common stock; Mr. Mulroney — 2,339] [added: – 411,973] deferred restricted common stock; Mr. Parrett [removed: — 2,244] [added: – 1,242] deferred restricted common stock; Ms. Lazarus [removed: — 2,283] [added: – 1,736] deferred restricted common stock; Mr. Breyer [removed: — 2,019] [added: – 1,636] deferred restricted common stock; Ms. Porat [removed: — 2,378] [added: – 1,692] deferred restricted common stock; and Mr. Brown [removed: — 1,842] [added: – 1,402] deferred restricted common stock. |
| (e) | The Blackstone Holdings Partnership Units shown in the table above include the following number of vested units being held back under our minimum retained ownership requirements: Mr. Schwarzman [removed: — 11,728,830] [added: – 9,472,688] Blackstone Holdings Partnership Units; Mr. Gray [removed: — 11,566,546] [added: – 11,619,691] Blackstone Holdings Partnership Units and [removed: 91,340] [added: 271,816] deferred restricted common units; Mr. Chae [removed: — 3,392,625] [added: – 3,437,080] Blackstone Holdings Partnership Units and [removed: 23,666] [added: 71,230] deferred restricted common units; and Mr. Finley [removed: — 193,786] [added: – 197,329] Blackstone Holdings Partnership Units and [removed: 14,540] [added: 51,797] deferred restricted common units; Mr. Baratta [removed: — 3,883,368] [added: – 4,045,306] Blackstone Holdings Partnership Units and [removed: 315,767] [added: 373,962] deferred restricted common units; and Mr. Sawhney [removed: — 219,676] [added: – 220,385] Blackstone Holdings Partnership Units and [removed: 107,313] [added: 151,664] deferred restricted common units. |
| [removed: (g)] | [removed: The Blackstone Holdings Partnership Units shown in the table above for such named executive officers] and [removed: directors include: (a) the following units held for the benefit of family members with respect to which the named executive officer or director, as applicable, disclaims beneficial ownership:] Mr. [removed: Schwarzman — 3,686,266 units held in various trusts for which Mr. Schwarzman is the investment trustee, Mr. Gray — 18,742,340 units held in a trust for which Mr. Gray is the investment trustee, Mr. Chae — 1,150,070 units held in a trust for which Mr. Chae is the investment trustee, Mr. Finley — 80,964 units held in a trust for which Mr. Finley is the investment trustee, Mr. Baratta — 142,237 units held in a trust for which Mr. Baratta is the investment trustee, and Mr.] Sawhney [removed: 104,000 units held in a trust for which Mr. Sawhney is the investment trustee (b) the following units held in grantor retained annuity trusts for which the named executive officer or director, as applicable, is the investment trustee: Mr. Gray — 889,575 units, and (c) the following units held by a corporation for which the named executive officer is a controlling stockholder: Mr. Schwarzman — 1,438,529 units, Mr. Baratta — 4,413,950 units, and Mr. Sawhney —] [added: –] 56,000 units. Mr. Schwarzman also directly, or through a corporation for which he is the controlling [removed: stockholder,] [added: shareholder,] beneficially owns an additional 364,278 partnership units in each of Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. In addition, with respect to Mr. Schwarzman, the above table excludes partnership units of Blackstone Holdings held by his children or in trusts for the benefit of his family as to which he has no voting or investment control. The Blackstone common stock shown in the table above for each named executive officer and director include: (a) the following shares held for the benefit of family members with respect to which the named executive officer or director, as applicable, disclaims beneficial ownership: Mr. Finley [removed: —] [added: –] 32,523 shares held in a family limited liability company and 4,000 shares held in a trust for the benefit of his spouse of which he is a trustee, and Ms. Lazarus [removed: —] [added: –] 2,950 shares held in a trust for the benefit of family members over which she shares investment control (b) Mr. Finley [removed: —] [added: –] 11,000 shares held in a trust for the benefit of Mr. Finley and his family of which he is a trustee; and (c) [removed: 34,155] [added: 32,523] and 10,000 shares that have been pledged by Messrs. Finley and Parrett, respectively, to a third party to secure payment for a loan. |
The table set forth below provides information concerning the awards that may be issued under the 2007 Equity Incentive Plan as of December 31, [removed: 2023:][added: 2024:]
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | [removed: Weighted-Average] [added: Weighted- Average] Exercise Price of Outstanding Options, Warrants and Rights | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (b) | | |
| (a) | Reflects the outstanding number of our deferred restricted common stock units and deferred restricted Blackstone Holdings Partnership Units granted under the 2007 Equity Incentive Plan as of December 31, [removed: 2023.] [added: 2024.] |
| (b) | The aggregate number of our common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incentive Plan is increased on the first day of each fiscal year during its term by a number of shares of common stock equal to the positive difference, if any, of (a) 15% of the aggregate number of shares of our common stock and Blackstone Holdings Partnership Units outstanding on the last day of the immediately preceding fiscal year (excluding Blackstone Holdings Partnership Units held by Blackstone Inc. or its wholly owned subsidiaries) minus (b) the aggregate number of shares of our common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incentive Plan as of such date (unless the administrator of the 2007 Equity Incentive Plan should decide to increase the number of shares of our common stock and Blackstone Holdings Partnership Units covered by the plan by a lesser amount). As of January 1, [removed: 2024,] [added: 2025,] pursuant to this formula, [removed: 173,443,452] [added: 174,967,230] shares of common stock, which is equal to 0.15 times the number of shares of our common stock and Blackstone Holdings Partnership Units outstanding on December 31, [removed: 2023,] [added: 2024,] were available for issuance under the 2007 Equity Incentive Plan. We have filed a registration statement and intend to file additional registration statements on Form S-8 under the Securities Act to register shares of common stock covered by the 2007 Equity Incentive Plan (including pursuant to automatic annual increases). Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares of common stock registered under such registration statement will be available for sale in the open market. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
| Jonathan D. Gray (g) | | | 1,673,626 | | | | * | | | | 41,293,901 | | | | 9.2 | % |
| Michael S. Chae (g) | | | 433,868 | | | | * | | | | 6,500,556 | | | | 1.5 | % |
| John G. Finley (g) | | | 99,320 | | | | * | | | | 434,776 | | | | * | |
| Vikrant Sawhney (g) | | | 341,936 | | | | * | | | | 639,771 | | | | * | |
| Joseph P. Baratta | | | 373,962 | | | | * | | | | 6,614,245 | | | | 1.5 | % |
| Brian Mulroney | | | 179,770 | | | | * | | | | — | | | | — | |
| (a) | Subject to certain requirements and restrictions, the partnership units of Blackstone Holdings are exchangeable for shares of our common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the five Blackstone Holdings Partnerships to effect |
| (g) | The Blackstone Holdings Partnership Units shown in the table above for such named executive officers and directors include: (a) the following units held for the benefit of family members with respect to which the named executive officer or director, as applicable, disclaims beneficial ownership: Mr. Schwarzman – 3,686,266 units held in various trusts for which Mr. Schwarzman is the investment trustee, Mr. Gray – 5,204,356 units held in a trust for which Mr. Gray is the investment trustee, Mr. Chae – 1,150,070 units held in a trust for which Mr. Chae is the investment trustee, Mr. Finley – 80,964 units held in a trust for which Mr. Finley is the investment trustee, Mr. Baratta – 142,237 units held in a trust for which Mr. Baratta is the investment trustee, and Mr. Sawhney 104,000 units held in a trust for which Mr. Sawhney is the investment trustee (b) the following units held in grantor retained annuity trusts for which the named executive officer or director, as applicable, is the investment trustee: Mr. Gray – 14,359,231 units, and (c) the following units held by a separate legal entity and for which the named executive officer maintains voting and investment control: Mr. Schwarzman – 1,438,529 units, Mr. Finley – 72,000 units, Mr. Baratta – 4,248,950 units, |
| Equity Compensation Plans Approved by Security Holders | | | 54,575,634 | | | | — | | | | 161,555,099 | |
| | | | 54,575,634 | | | | — | | | | 161,555,099 | |
| --- | --- |
| | | | | | | | | | | | | | | | | |
| Jonathan D. Gray (g) | | | 1,160,666 | | | | * | | | | 40,939,600 | | | | 9.0 | % |
| Michael S. Chae (g) | | | 298,534 | | | | * | | | | 6,313,287 | | | | 1.4 | % |
| John G. Finley (g) | | | 82,848 | | | | * | | | | 411,155 | | | | * | |
| Vikrant Sawhney (g) | | | 220,038 | | | | * | | | | 635,046 | | | | * | |
| Joseph P. Baratta | | | 319,008 | | | | * | | | | 6,129,130 | | | | 1.4 | % |
| The Right Honorable Brian Mulroney | | | 177,431 | | | | * | | | | — | | | | — | |
| Equity Compensation Plans Approved by Security Holders | | | 60,137,420 | | | | — | | | | 156,583,532 | |
| | | | 60,137,420 | | | | — | | | | 156,583,532 | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
27 rewritten, 7 added, 2 removed, 118 unchanged
Other Blackstone Holdings Partnerships and certain subsidiary partnerships are expected to make such elections for the [removed: 2023] [added: 2024] and subsequent taxable years with the filing of their federal income tax returns for such tax years.
Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreement (which are taxable to the recipients) in respect of the purchase and exchanges will aggregate [removed: $1.7] [added: $1.8] billion over the next 15 years.
net present value of these estimated payments totals [removed: $522.6] [added: $529.9] million assuming a 15% discount rate and using an estimate of timing of the benefit to be received.
Subsequent to December 31, [removed: 2023,] [added: 2024,] payments totaling [removed: $92.4] [added: $46.3] million were made to certain holders of Blackstone Holdings Partnership Units mentioned above in accordance with the tax receivable agreement and related to tax benefits the Partnership received for the [removed: 2022] [added: 2023] taxable year.
Such payments included [removed: $3.1] [added: $1.5] million to Mr. Schwarzman, [removed: $0.3] [added: $0.2] million to Mr. Chae, [removed: $0.2] [added: $0.08] million to Mr. Finley, [removed: $0.1] [added: $0.04] million to Mr. Sawhney, and [removed: $1.2] [added: $0.6] million to Mr. Baratta, which amounts include payments to vehicles controlled by such persons or their relatives, as applicable.
owners, which was subsequently amended in connection with [removed: the Conversion,] [added: Blackstone’s conversion from a limited partnership to a corporation,] pursuant to which we granted them, their affiliates and certain of their transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of common stock delivered in exchange for Blackstone Holdings Partnership Units or shares of common stock (and other securities convertible into or exchangeable or exercisable for our shares of common stock) otherwise held by them.
Mr. Baratta received a base salary of $350,000 and [removed: an annual cash] [added: a] bonus payment of [removed: $4,650,000.][added: $6,890,895.]
The [removed: cash] [added: bonus] payment was based upon the performance of our private equity business, including the contribution of all current and past [removed: funds within the business dating back to before the IPO.]
The ultimate [removed: cash] [added: bonus] payment to Mr. Baratta was, however, determined in the discretion of Mr. Schwarzman and Mr. Gray.
On January [removed: 8, 2024,] [added: 10, 2025,] Mr. Baratta was granted [removed: 25,190] [added: 41,801] shares of deferred restricted common stock with a grant date fair value of [removed: $3,081,744,] [added: $6,890,895,] reflecting [removed: the portion] [added: 100%] of his annual [removed: cash] bonus payment mandatorily deferred into deferred restricted common stock pursuant to the Bonus Deferral Plan.
In April [removed: 2023,] [added: 2024,] Mr. Baratta was awarded a discretionary award of [removed: 23,280] [added: 55,411] deferred restricted common stock units with a grant date fair value of [removed: $2,044,915.][added: $7,260,503.]
This award reflected [removed: 2022] [added: 2023] performance and was intended to further promote retention and to incentivize future performance.
See [removed: “— Item] [added: “—Item] 11.
Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in [removed: 2023] [added: 2024] — Terms of Discretionary Equity Awards” for discussion of the vesting terms applicable to Mr. Baratta’s equity awards.
in respect of carried interest or incentive fee allocations to Mr. Baratta for [removed: 2023] [added: 2024] was [removed: $18,724,362.][added: $26,095,196.]
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities — Dividend] [added: Securities—Dividend] Policy.” The partnership agreements of the Blackstone Holdings Partnerships provide for cash distributions, which we refer to as “tax distributions,” to the partners of such partnerships if the wholly owned subsidiaries of Blackstone Inc. which are the general partners of the Blackstone Holdings Partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners.
Subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings Partnerships, Blackstone Holdings Partnership Units may be exchanged for shares of common stock as described under [removed: “—] [added: “-] Exchange Agreement” below.
Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in [removed: 2023] [added: 2024] — Terms of Discretionary Equity Awards” for a discussion of minimum retained ownership requirements and transfer restrictions applicable to the Blackstone Holdings Partnership Units.
Under the exchange agreement, as amended, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings Partnerships, each such holder of Blackstone Holdings Partnership Units [added: (and certain transferees thereof) may up to four times each year (subject to the terms of the exchange agreement) exchange these partnership units for shares of our common stock on a]
During [removed: 2023,] [added: 2024,] we paid Kirkland approximately [removed: $41.6] [added: $101.3] million in legal fees (the “Fees”), and Mr. Brown’s interest in the Fees is estimated to be less than 1% of the Fees.
Certain entities controlled by Mr. Schwarzman wholly own aircraft that we use for business purposes in the course of our operations, and in [removed: 2023,] [added: 2024,] we made payments of [removed: $2.5] [added: $4.0] million for the use of such aircraft, which included [removed: $1.8 million paid directly to the managers of the aircraft.]
An entity controlled by Mr. Gray wholly owns aircraft that we use for business purposes in the course of our operations, and in [removed: 2023,] [added: 2024,] we made payments of [removed: $2.0] [added: $4.8] million for the use of such aircraft, which included [removed: $1.5] [added: $2.3] million paid directly to the manager of the aircraft.
An entity jointly controlled by Mr. Baratta and two other individuals owns aircraft that we use for business purposes in the course of our operations, and in [removed: 2023,] [added: 2024,] we made payments of [removed: $1.8] [added: $1.5] million for the use of such aircraft, which included [removed: $1.3] [added: $0.9] million paid directly to the manager of the aircraft.
During the year ended December 31, [removed: 2023,] [added: 2024,] our directors and executive officers (and, in some cases, certain investment trusts or other family vehicles or charitable organizations controlled by them or their immediate family members) had the following gross contributions relating to their personal investments (and the investments of any such trusts) in Blackstone funds and other Blackstone-managed vehicles: Mr. Schwarzman, Mr. Gray, Mr. Baratta, Mr. [removed: Chae, Mr.] Breyer, [added: Mr. Chae,] Ms. Porat, Mr. Sawhney, Mr. Finley, Mr. Brown, [removed: Mr. Parrett, Mr. Mulroney,] and [removed: Ms. Ayotte] [added: Mr. Parrett] made gross contributions of [removed: $256.2] [added: $281.6] million, [removed: $24.0] [added: $39.9] million, [removed: $5.3] [added: $6.1] million, $4.3 million, [removed: $3.4] [added: $2.8] million, [removed: $1.5] [added: $1.3] million, [removed: $0.8] [added: $1.1] million, [removed: $0.5] [added: $0.6] million, $0.3 million, [removed: $0.2 million, $0.1 million,] and [removed: $0.001] [added: $0.2] million, respectively.
[added: —] Non-Competition
Executive [removed: Compensation—][added: Compensation]
See [removed: “— Item] [added: “—Item] 10.
funds within the business dating back to before the IPO.
See “—Item 11.
See “—Item 11.
$2.6 million paid directly to the managers of the aircraft.
As part of these arrangements, when we use such aircraft for business purposes from time to time, Messrs.
Schwarzman, Gray and Baratta or their affiliated entities, as applicable, receive from their respective manager all or substantially all of the charter charges, net of any fee retained by such manager.
See “—Item 11.
| --- | --- |
(and certain transferees thereof) may up to four times each year (subject to the terms of the exchange agreement) exchange these partnership units for shares of our common stock on a
Item 14. Principal Accountant Fees and Services
2 rewritten, 4 added, 5 removed, 34 unchanged
| All Other Fees | | | — | | | | [removed: —] [added: 78] | | | | — | | | | [removed: —] [added: 78] | |
| | | Year Ended December 31, [removed: 2022] [added: 2024] | | | | | | | | | | | | | | |
| Audit Fees | | $ | 9,725 | (a) | | $ | 64,272 | | | $ | — | | | $ | 73,997 | |
| Audit-Related Fees | | | — | | | | 1,355 | | | | 29,949 | | | | 31,304 | |
| Tax Fees | | | 802 | (b) | | | 97,582 | | | | 11,260 | | | | 109,644 | |
| | | $ | 10,527 | | | $ | 163,287 | | | $ | 41,209 | | | $ | 215,023 | |
| --- | --- |
| Audit Fees | | $ | 10,123 | (a) | | $ | 51,916 | | | $ | — | | | $ | 62,039 | |
| Audit-Related Fees | | | — | | | | 370 | | | | 22,395 | | | | 22,765 | |
| Tax Fees | | | 775 | (b) | | | 84,828 | | | | 22,845 | | | | 108,448 | |
| | | $ | 10,898 | | | $ | 137,114 | | | $ | 45,240 | | | $ | 193,252 | |
Item 15. Exhibits and Financial Statement Schedules
18 rewritten, 51 added, 1 removed, 399 unchanged
| 4.1 | | [Description of Capital Stock (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] filed with the SEC on February [removed: 26, 2021).](http://www.sec.gov/Archives/edgar/data/0001393818/000119312521060361/d105584dex41.htm)] [added: 25, 2022).](http://www.sec.gov/Archives/edgar/data/1393818/000119312522054433/d299999dex41.htm)] |
| 10.1 | | [Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P., dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings I L.P. party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020] [added: 2021] filed with the SEC on May 7, 2021).](http://www.sec.gov/Archives/edgar/data/0001393818/000119312521154893/d174285dex101.htm) |
| [removed: 10.9+*] [added: 10.143*+] | | [removed: [Blackstone] [added: [Form of Omnibus Amendment to Deferred Unit and Phantom Unit Agreement under Blackstone] Inc. Amended and Restated 2007 Equity Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex109.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex10143.htm)] |
| 10.13+ | | [Form of Senior Managing Director Agreement by and among Blackstone Holdings I L.P. and each of the Senior Managing Directors from time to time party thereto (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1/A filed with the SEC on June 14, 2007). (Applicable to all executive officers other than Mr. [removed: Schwarzman.)](http://www.sec.gov/Archives/edgar/data/1393818/000104746907004999/a2178442zex-10_12.htm)] [added: Schwarzman).](http://www.sec.gov/Archives/edgar/data/1393818/000104746907004999/a2178442zex-10_12.htm)] |
| 10.61 | | [Form of Amended [removed: &] [added: and] Restated Aircraft Dry Lease Agreement (N113CS) between 113CS LLC and Blackstone Administrative Services Partnership L.P. (incorporated herein by reference to Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 24, 2023).](http://www.sec.gov/Archives/edgar/data/1393818/000119312523048733/d459795dex1061.htm) |
| 10.64+ | | [Amended and Restated Agreement of [removed: Exempt] [added: Exempted] Limited Partnership of Blackstone AG Associates L.P., dated as of February 16, 2016 and deemed effective as of May 30, 2014 (incorporated herein by reference to Exhibit 10.77 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).](http://www.sec.gov/Archives/edgar/data/1393818/000119312516481948/d129194dex1077.htm) |
| 10.73+ | | [Amended and Restated Agreement of [removed: Exempt] [added: Exempted] Limited Partnership of Blackstone Property Associates International L.P., dated as of February 16, 2016 and deemed effective as of July 15, 2015 (incorporated herein by reference to Exhibit 10.86 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).](http://www.sec.gov/Archives/edgar/data/1393818/000119312516481948/d129194dex1086.htm) |
| 10.74+ | | [Amended and Restated Agreement of [removed: Exempt] [added: Exempted] Limited Partnership of Blackstone Property Associates International-NQ L.P., dated as of February 16, 2016 and deemed effective July 28, 2015 (incorporated herein by reference to Exhibit 10.87 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).](http://www.sec.gov/Archives/edgar/data/1393818/000119312516481948/d129194dex1087.htm) |
| [removed: 10.82*] [added: 10.82] | | [Form of Aircraft Dry Lease Agreement between GH4 Partners LLC and Blackstone Administrative Services Partnership [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex1082.htm)] [added: L.P. (incorporated herein by reference to Exhibit 10.82 to the Registrant’s Annual Report on Form 10 K for the year ended December 31, 2023 filed with the SEC on February 23, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex1082.htm)] |
| 10.85 | | [Amended and Restated Credit Agreement dated as of March 23, 2010, as amended and restated as of May 29, 2014, as further amended and restated as of August 31, 2016, as further amended and restated as of September 21, 2018, as further amended and restated as of November 24, 2020, as further amended and restated as of June 3, 2022, and as further amended and restated as of December 15, 2023, among Blackstone Holdings Finance Co. L.L.C., as borrower, Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., as guarantors, Citibank, N.A., as administrative agent and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/1393818/000119312520302831/d70478dex101.htm)] [added: 2023).](http://www.sec.gov/Archives/edgar/data/1393818/000119312523299933/d669280dex101.htm)] |
| [removed: 10.121*] [added: 10.121] | | [Form of Aircraft Dry Lease Agreement between GH4 Partners LLC and Blackstone Administrative Services Partnership [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex10121.htm)] [added: L.P. (incorporated herein by reference to Exhibit 10.121 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 23, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex10121.htm)] |
| 21.1* | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex211.htm)] |
| 23.1* | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex231.htm)] |
| 31.1* | | [Certification of the Chief Executive Officer pursuant to Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex311.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex311.htm)] |
| 31.2* | | [Certification of the Chief Financial Officer pursuant to Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex312.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex312.htm)] |
| 32.1 | | [Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex321.htm)] |
| 32.2 | | [Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex322.htm)] |
| 99.1* | | [Section 13(r) [removed: Disclosure.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex991.htm)] [added: Disclosure.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex991.htm)] |
| 4.47 | | [Indenture dated as of December 6, 2024 among Blackstone Reg Finance Co. L.L.C., Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 6, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524272512/d635130dex41.htm) |
| 4.48 | | [First Supplemental Indenture dated as of December 6, 2024 among Blackstone Reg Finance Co. L.L.C., Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 6, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524272512/d635130dex42.htm) |
| 4.49 | | [Form of 5.000% Senior Note due 2034 (included in Exhibit 4.48 hereto).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524272512/d635130dex42.htm) |
| 10.9+ | | [Blackstone Inc. Amended and Restated 2007 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 23, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex109.htm) |
| 10.128+ | | [Amended and Restated Limited Partnership Agreement of BMA IX GP L.P., dated as of May 3, 2024. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 3, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524130670/d806510dex101.htm) |
| 10.129 | | [Amended and Restated Agreement of Exempted Limited Partnership of BREA Europe VII (Cayman) L.P., dated as of May 3, 2024 and deemed effective as of June 30, 2023. (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 3, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524130670/d806510dex102.htm) |
| 10.130+ | | [Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates GP Solutions L.P., dated as of November 1, 2024 and deemed effective as of June 16, 2021. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex101.htm) |
| 10.131+ | | [Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates Infrastructure IV L.P., dated November 1, 2024 and deemed effective as of December 11, 2023. (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex102.htm) |
| 10.132+ | | [Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates IX L.P., dated as of November 1, 2024 and deemed effective as of October 7, 2021. (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex103.htm) |
| --- | --- | --- |
| 10.133+ | | [Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates Real Estate VIII L.P., dated as of November 1, 2024 and deemed effective as of May 3, 2022. (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex104.htm) |
| 10.134+ | | [Second Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates – NC Real Asset Opportunities, L.P., dated as of November 1, 2024 and deemed effective as of May 23, 2023. (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex105.htm) |
| 10.135+ | | [Second Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates Infrastructure III L.P., dated as of November 1, 2024 and deemed effective as of May 23, 2023. (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex106.htm) |
| 10.136+ | | [Second Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates RA II L.P., dated as of November 1, 2024 and deemed effective as of May 23, 2023. (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex107.htm) |
| 10.137+ | | [Second Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates Real Estate VI L.P., dated as of November 1, 2024 and deemed effective as of May 23, 2023. (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex108.htm) |
| 10.138+ | | [Second Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates Real Estate VII L.P., dated as of November 1, 2024 and deemed effective as of May 23, 2023 (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex109.htm) |
| 10.139+ | | [Second Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates VII L.P., dated as of November 1, 2024 and deemed effective as of May 23, 2023. (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex1010.htm) |
| | | |
| 10.140+ | | [Second Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solutions Associates VIII L.P., dated as of November 1, 2024 and deemed effective as of May 23, 2023. (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex1011.htm) |
| | | |
| 10.141+ | | [Amended and Restated Limited Partnership Agreement of Blackstone ETMA IV GP L.P., dated as of November 1, 2024 and deemed effective as of June 4, 2024 (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 1, 2024).](http://www.sec.gov/Archives/edgar/data/1393818/000119312524249809/d896208dex1012.htm) |
| | | |
| 10.142*+ | | [Omnibus Amendment to Certain GP Carry Plan Governing Agreements, dated as of January 23, 2025 and deemed effective as of January 1, 2025.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex10142.htm) |
| | | |
| | | |
| 10.144*+ | | [Form of Deferred Unit Agreement under Blackstone Inc. Amended and Restated 2007 Equity Incentive Plan (2024).](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex10144.htm) |
| | | |
| 10.145*+ | | [Form of Deferred Unit Agreement under Blackstone Inc. Amended and Restated 2007 Equity Incentive Plan (Termination Vesting 2024).](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex10145.htm) |
| | | |
| 10.146* | | [Form of Deferred Unit Agreement under Blackstone Inc. Amended and Restated 2007 Equity Incentive Plan (Blackstone Inc. Board of Directors).](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex10146.htm) |
| | | |
| --- | --- | --- |
| 19.1* | | [Blackstone Inc. Securities Trading Policy and Procedures Governing Transactions in Blackstone Securities.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex191.htm) |
| | | |
| | | |
| 22.1* | | [Subsidiary Guarantors and Issuers of Registered Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant.](https://www.sec.gov/Archives/edgar/data/1393818/000119312525042469/d912273dex221.htm) |
| | | |
| | | |
| | | |
| | | |
| 97.1* | | [Blackstone Inc. Incentive Compensation Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1393818/000119312524044485/d734131dex971.htm) |
An excerpt. Shown here: all 18 rewritten, 40 of 51 added and all 1 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
6 rewritten, 0 added, 2 removed, 19 unchanged
Date: February [removed: 23, 2024][added: 28, 2025]
| Title: | | [added: Vice Chairman and] Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this [removed: 23rd] [added: 28th] day of February, [removed: 2024.][added: 2025.]
| /s/ Michael S. Chae Michael S. Chae, [added: Vice Chairman and] Chief Financial Officer (Principal Financial Officer) | | /s/ Rochelle B. Lazarus Rochelle B. Lazarus, Director |
| /s/ David Payne David Payne, Chief Accounting Officer (Principal Accounting Officer) | | /s/ [removed: Brian Mulroney Brian Mulroney,] [added: William G. Parrett William G. Parrett,] Director |
| /s/ Joseph P. Baratta Joseph P. Baratta, Director | | /s/ [removed: William G. Parrett William G. Parrett,] [added: Ruth Porat Ruth Porat,] Director |
| | | |
| /s/ Kelly A. Ayotte Kelly A. Ayotte, Director | | /s/ Ruth Porat Ruth Porat, Director |