Blackstone 10-Q 2022-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number:

001-33551

Blackstone Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		20-8875684 (I.R.S. Employer Identification No.)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices)(Zip Code)

(212)

583-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BX		New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒

No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒

No

☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer ☒						Accelerated filer ☐
Non-accelerated filer ☐						Smaller reporting company ☐
						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes

☐

No

☒

As of April 29, 2022, there were 700,724,002 shares of common stock of the registrant outstanding.

Table of Contents

				Page
Part I.		Financial Information
Item 1.		Financial Statements			6
		Unaudited Condensed Consolidated Financial Statements:
		Condensed Consolidated Statements of Financial Condition as of March 31, 2022 and December 31, 2021			6
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021			8
		Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2022 and 2021			9
		Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2022 and 2021			10
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021			12
		Notes to Condensed Consolidated Financial Statements			14
Item 1A.		Unaudited Supplemental Presentation of Statements of Financial Condition			59
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			61
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			125
Item 4.		Controls and Procedures			126
Part II.		Other Information
Item 1.		Legal Proceedings			126
Item 1A.		Risk Factors			126
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			127
Item 3.		Defaults Upon Senior Securities			127
Item 4.		Mine Safety Disclosures			127
Item 5.		Other Information			127
Item 6.		Exhibits			128
Signatures					130

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which reflect our current views with respect to, among other things, our operations, taxes, earnings and financial performance, and share repurchases and dividends. 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,” “estimates,” “anticipates,” “opportunity,” “leads,” “forecast” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to the impact of the novel coronavirus

(“COVID-19”),

as well as those described under the section entitled “Risk Factors” in our Annual Report on

Form 10-K

for the year ended December 31, 2021, as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Website and Social Media Disclosure

We use our website (www.blackstone.com), Facebook page (www.facebook.com/blackstone), Twitter (www.twitter.com/blackstone), LinkedIn (www.linkedin.com/company/blackstonegroup), Instagram (www.instagram.com/blackstone), SoundCloud (www.soundcloud.com/blackstone-300250613), PodBean (www.blackstone.podbean.com), Spotify (https://spoti.fi/2LJ1tHG), YouTube (www.youtube.com/user/blackstonegroup) and Apple Podcast (https://apple.co/31Pe1Gg) accounts

Showing the first 8K of 220K characters. Open the full section

Blackstone Inc.

Unaudited Consolidating Statements of Financial Condition

(Dollars in Thousands)

		March 31, 2022
		Consolidated				Consolidated
		Operating				Blackstone				Reclasses and
		Partnerships				Funds (a)				Eliminations				Consolidated
Assets
Cash and Cash Equivalents		$	3,868,567			$	—			$	—			$	3,868,567
Cash Held by Blackstone Funds and Other			—				110,648				—				110,648
Investments			28,422,512				2,045,156				(399,194	)			30,068,474
Accounts Receivable			466,421				51,044				—				517,465
Due from Affiliates			3,986,925				42,230				(24,796	)			4,004,359
Intangible Assets, Net			265,686				—				—				265,686
Goodwill			1,890,202				—				—				1,890,202
Other Assets			422,546				240				—				422,786
Right-of-Use Assets			868,437				—				—				868,437
Deferred Tax Assets			1,327,454				—				—				1,327,454
Total Assets		$	41,518,750			$	2,249,318			$	(423,990	)		$	43,344,078
Liabilities and Equity
Loans Payable		$	8,937,456			$	—			$	—			$	8,937,456
Due to Affiliates			1,799,505				106,344				(24,795	)			1,881,054
Accrued Compensation and Benefits			8,140,773				—				—				8,140,773
Securities Sold, Not Yet Purchased			4,063				23,215				—				27,278
Repurchase Agreements			72,211				5,078				—				77,289
Operating Lease Liabilities			986,073				—				—				986,073
Accounts Payable, Accrued Expenses and Other Liabilities			1,029,012				24,116				—				1,053,128
Total Liabilities			20,969,093				158,753				(24,795	)			21,103,051
Redeemable Non-Controlling Interests in Consolidated Entities			2				41,428				—				41,430
Equity
Common Stock			7				—				—				7
Series I Preferred Stock			—				—				—				—
Series II Preferred Stock			—				—				—				—
Additional Paid-in-Capital			5,879,796				350,456				(350,456	)			5,879,796
Retained Earnings			3,805,918				48,739				(48,739	)			3,805,918
Accumulated Other Comprehensive Loss			(25,754	)			—				—				(25,754	)
Non-Controlling Interests in Consolidated Entities			4,097,756				1,649,942				—				5,747,698
Non-Controlling Interests in Blackstone Holdings			6,791,932				—				—				6,791,932
Total Equity			20,549,655				2,049,137				(399,195	)			22,199,597
Total Liabilities and Equity		$	41,518,750			$	2,249,318			$	(423,990	)		$	43,344,078

Blackstone Inc.

Unaudited Consolidating Statements of Financial Condition - Continued

(Dollars in Thousands)

		December 31, 2021
		Consolidated				Consolidated
		Operating				Blackstone				Reclasses and
		Partnerships				Funds (a)				Eliminations				Consolidated
Assets
Cash and Cash Equivalents		$	2,119,738			$	—			$	—			$	2,119,738
Cash Held by Blackstone Funds and Other			—				79,994				—				79,994
Investments			27,041,225				2,018,829				(395,011	)			28,665,043
Accounts Receivable			571,936				64,680				—				636,616
Due from Affiliates			4,652,295				15,031				(10,459	)			4,656,867
Intangible Assets, Net			284,384				—				—				284,384
Goodwill			1,890,202				—				—				1,890,202
Other Assets			492,685				251				—				492,936
Right-of-Use Assets			788,991				—				—				788,991
Deferred Tax Assets			1,581,637				—				—				1,581,637
Total Assets		$	39,423,093			$	2,178,785			$	(405,470	)		$	41,196,408
Liabilities and Equity
Loans Payable		$	7,748,062			$	101			$	—			$	7,748,163
Due to Affiliates			1,812,223				104,334				(10,459	)			1,906,098
Accrued Compensation and Benefits			7,905,070				—				—				7,905,070
Securities Sold, Not Yet Purchased			4,292				23,557				—				27,849
Repurchase Agreements			42,000				15,980				—				57,980
Operating Lease Liabilities			908,033				—				—				908,033
Accounts Payable, Accrued Expenses and Other Liabilities			926,749				10,420				—				937,169
Total Liabilities			19,346,429				154,392				(10,459	)			19,490,362
Redeemable Non-Controlling Interests in Consolidated Entities			22,002				46,026				—				68,028
Equity
Common Stock			7				—				—				7
Series I Preferred Stock			—				—				—				—
Series II Preferred Stock			—				—				—				—
Additional Paid-in-Capital			5,794,727				349,822				(349,822	)			5,794,727
Retained Earnings			3,647,785				45,189				(45,189	)			3,647,785
Accumulated Other Comprehensive Loss			(19,626	)			—				—				(19,626	)
Non-Controlling Interests in Consolidated Entities			4,017,297				1,583,356				—				5,600,653
Non-Controlling Interests in Blackstone Holdings			6,614,472				—				—				6,614,472
Total Equity			20,054,662				1,978,367				(395,011	)			21,638,018
Total Liabilities and Equity		$	39,423,093			$	2,178,785			$	(405,470	)		$	41,196,408

(a)	The Consolidated Blackstone Funds consisted of the following:

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 Annex Onshore Fund L.P.

Blackstone Horizon Fund L.P.

Blackstone Real Estate Special Situations Holdings L.P.

Blackstone Strategic Alliance Fund L.P.

BTD CP Holdings LP

Mezzanine

side-by-side

investment vehicles

Private equity

side-by-side

investment vehicles

Real estate

side-by-side

investment vehicles

Hedge Fund Solutions

side-by-side

investment vehicles.

The following discussion and analysis should be read in conjunction with Blackstone Inc.’s condensed consolidated financial statements and the related notes included within this Quarterly Report on

Form 10-Q.

Effective August 6, 2021, The Blackstone Group Inc. changed its name to Blackstone Inc. In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to Blackstone Inc. and its consolidated subsidiaries.

Effective February 26, 2021, Blackstone effectuated changes to rename its Class A common stock as “common stock,” and to reclassify its Class B and Class C common stock into a new “Series I preferred stock” and “Series II preferred stock,” respectively. Each new stock has the same rights and powers of its predecessor. See “— Organizational Structure.”

Our Business

Blackstone is one of the world’s leading investment firms. Our business is organized into four segments:

Real Estate

Our real estate business is a global leader in real estate investing. Our Real Estate segment operates as one globally integrated business, with investments in the Americas, Europe and Asia. Our real estate investment teams seek to utilize our global expertise and presence to generate attractive risk-adjusted returns for our investors.

Our Blackstone Real Estate Partners (“BREP”) business is geographically diversified and targets a broad range of opportunistic real estate and real estate-related investments. The BREP funds include global funds as well as funds focused specifically on Europe or Asia investments. BREP seeks to invest thematically in high-quality assets, focusing where we see outsized growth potential driven by global economic and demographic trends. BREP has made significant investments in logistics, office, rental housing, hospitality and retail properties around the world, as well as in a variety of real estate operating companies.

Our Core+ strategy invests in substantially stabilized real estate globally with long-term growth potential. Our institutional North America, Europe and Asia Core+ strategies, Blackstone Property Partners (“BPP”), focus on logistics, residential, office, life science office and retail assets in global gateway cities. The Core+ Real Estate business also comprises strategies tailored for income-focused individual investors including, Blackstone Real Estate Income Trust, Inc. (“BREIT”), a U.S.

non-listed

REIT, and Blackstone European Property Income (“BEPIF”) funds.

Our Blackstone Real Estate Debt Strategies (“BREDS”) vehicles primarily target real estate-related debt investment opportunities. BREDS invests in both public and private markets, primarily in the U.S. and Europe. 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 loans, residential mortgage loan pools and liquid real estate-related debt securities. The BREDS platform includes high-yield real estate debt funds, liquid real estate debt funds and Blackstone Mortgage Trust, Inc. (“BXMT”), a NYSE-listed real estate investment trust (“REIT”).

Private Equity

Our Private Equity segment includes our corporate private equity business, which consists of (a) our global private equity funds, Blackstone Capital Partners (“BCP”), (b) our sector-focused funds, including our energy-focused funds, Blackstone Energy Partners (“BEP”), (c) our Asia-focused private equity funds, Blackstone Capital Partners Asia and (d) our core private equity funds, Blackstone Core Equity Partners (“BCEP”). Our Private Equity segment also includes (a) our opportunistic investment platform that invests globally across asset classes, industries and geographies, Blackstone Tactical Opportunities (“Tactical Opportunities”), (b) our secondary fund of funds business, Strategic Partners Fund Solutions (“Strategic Partners”), (c) our infrastructure-focused funds, Blackstone Infrastructure Partners (“BIP”), (d) our life sciences investment platform, Blackstone Life Sciences (“BXLS”), (e) our growth equity investment platform, Blackstone Growth (“BXG”), (f) our multi-asset investment program for eligible high net worth investors offering exposure to certain of Blackstone’s key illiquid investment strategies through a single commitment, Blackstone Total Alternatives Solution (“BTAS”) and (g) our capital markets services business, Blackstone Capital Markets (“BXCM”).

We are a global leader in private equity investing. Our corporate private equity business pursues transactions across industries on a global basis. It strives to create value by investing in great businesses where our capital, strategic insight, global relationships and operational support can drive transformation. Our corporate private equity business’s investment strategies and core themes continually evolve in anticipation of, or in response to, changes in the global economy, local markets, regulation, capital flows and geopolitical trends. We seek to construct a differentiated portfolio of investments with a well-defined, post-acquisition value creation strategy. Similarly, we seek investments that can generate strong unlevered returns regardless of entry or exit cycle timing. Blackstone Core Equity Partners pursues control-oriented investments in high-quality companies with durable businesses and seeks to offer a lower level of risk and a longer hold period than traditional private equity.

Tactical Opportunities pursues a thematically driven, opportunistic investment strategy. Our flexible, global mandate enables us to find differentiated opportunities across asset classes, industries, and geographies and invest behind them with the frequent use of structure to generate attractive risk-adjusted returns. With a focus on businesses and/or asset-backed investments in market sectors that are benefitting from long-term transformational tailwinds, Tactical Opportunities seeks to leverage the full power of Blackstone to help those businesses grow and improve. Tactical Opportunities’ ability to dynamically shift focus to the most compelling opportunities in any market environment, combined with the business’ expertise in structuring complex transactions, enables Tactical Opportunities to invest behind attractive market areas often with securities that provide downside protection and maintain upside return.

Strategic Partners, our secondary fund of funds business, is a total fund solutions provider. As a secondary investor it acquires interests in high-quality private funds from original holders seeking liquidity. 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

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

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 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.

BXLS is our investment platform with capabilities to invest across the life cycle of companies and products within the life sciences sector. BXLS primarily focuses on investments in life sciences products in late stage clinical development within the pharmaceutical and biotechnology sectors.

BXG is our growth equity platform that seeks to deliver att

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Our predominant exposure to market risk is related to our role as general partner or investment adviser to the Blackstone Funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance revenues and investment income.

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 Condensed Consolidated Financial Statements. Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV, GAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the fair value of our investments in the related funds. The proportion of our management fees that are based on NAV or GAV is dependent on the number and types of Blackstone Funds, vehicles, or separately managed accounts in existence and the current stage of each fund’s life cycle. For the three months ended March 31, 2022, the percentage of our fund management fees based on the NAV or GAV of the applicable funds, vehicles or separately managed accounts was 49%. Based on the fair value as of March 31, 2022, we estimate that a 10% decline in the fair value of investments would result in a decline of $293.3 million in Management and Advisory Fees on an annualized basis.

There were no other material changes in our market risks as of March 31, 2022 as compared to December 31, 2021. For additional information, refer to our Annual Report on Form

10-K

for the year ended December 31, 2021.

We maintain “disclosure controls and procedures,” as such term is defined in

Rules 13a-15(e)

and

15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to

Rule 13a-15

under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in

Rule 13a-15(e)

under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No change in our internal control over financial reporting (as such term is defined in

Rules 13a-15(f)

and

15d-15(f)

under the Exchange Act) occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. See “Part I. Item 1A. Risk Factors” in our Annual Report on

Form 10-K

for the year ended December 31, 2021. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our condensed consolidated financial statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could have a material effect on Blackstone’s financial results in any particular period. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 17. Commitments and Contingencies — Contingencies — Litigation.”

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on

Form 10-K

for the year ended December 31, 2021 and in our subsequently filed periodic reports as such factors may be updated from time to time, all of which are accessible on the Securities and Exchange Commission’s website at www.sec.gov.

See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Environment” in this report for a discussion of the conditions in the financial markets and economic conditions affecting our businesses. This discussion updates, and should be read together with, the risk factor entitled “Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.” in our Annual Report on

Form 10-K

for the year ended December 31, 2021.

The risks described in our Annual Report on

Form 10-K

and in our subsequently filed periodic reports are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On December 7, 2021, Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. 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. During the three months ended March 31, 2022, no shares of common stock were repurchased. As of March 31, 2022, the amount remaining available for repurchases under the program was $1.5 billion. See “Part I. Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 14. Earnings Per Share and Stockholders’ Equity — Share Repurchase Program” and “Part I. Item 2. 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

Rule 10b5-1

under the Exchange Act, and similar plans and arrangements relating to our common stock and Blackstone Holdings Partnership Units.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

In connection with the previously disclosed retirement of Hamilton E. James on January 31, 2022 (the “Effective Date”), Blackstone and Mr. James entered into a withdrawal agreement dated as of May 3, 2022, pursuant to which Mr. James and Blackstone clarified certain agreements and understandings regarding his retirement from his positions as a director and Executive Vice Chairman of Blackstone as of the Effective Date.

Under the terms of the withdrawal agreement, Mr. James agreed to enter into a general release of claims in favor of Blackstone and its related parties and affirmed his

non-competition,

non-solicitation,

non-disparagement

and confidentiality covenants contained in his

Non-Competition

and

Non-Solicitation

Agreement subject to certain limited exceptions and clarifications. Payments and benefits provided under the withdrawal agreement are generally subject to Mr. James’ timely execution and

non-revocation

of the release and compliance with these restrictive covenants.

The withdrawal agreement provides that Mr. James will receive certain transitional period benefits and services generally for up to six months following his resignation, which include, among other items, technology and operational support, as mutually agreed with Blackstone.

In addition, the withdrawal agreement specifies that Mr. James’ Blackstone Holdings Partnership Units and shares of common stock in Blackstone will not continue to vest following the Effective Date. Mr. James is vested in and will retain (a) any carried interest awards that relate to portfolio company investments that closed prior to the Effective Date, (b) any carried interest awards that relate to the tranches of certain “life of fund” investments covering periods that commenced prior to the Effective Date and (c) any allocations of incentive fees that crystalized prior to the Effective Date. Per the withdrawal agreement, Mr. James will also be eligible to participate in an annual

side-by-side

election program to invest up to a specified cap per each election period in 2022 and 2023 across all funds with respect to which an investment opportunity is offered generally to senior managing directors during such election periods. Mr. James’ investments will be subject to certain fees as further described in the withdrawal agreement.

The foregoing summary of the withdrawal is qualified in its entirety by reference to the full text of the withdrawal agreement, which is filed herewith as Exhibit 10.2.

Exhibit Number		Exhibit Description
4.1		Twentieth Supplemental Indenture dated as of January 10, 2022 among Blackstone Holdings 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., Blackstone Holdings IV L.P. and The Bank of New York Mellon, 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 January 10, 2022).
4.2		Form of 2.550% Senior Note due 2032 (included in Exhibit 4.1 hereto).
4.3		Twenty-First Supplemental Indenture dated as of January 10, 2022 among Blackstone Holdings 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., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current report on Form 8-K filed with the SEC on January 10, 2022).
4.4		Form of 3.200% Senior Note due 2052 (included in Exhibit 4.3 hereto).
10.1*		Form of Amended & Restated Aircraft Dry Lease Agreement (N113CS) between 113CS LLC and Blackstone Administrative Services Partnership L.P.
10.2*+		Withdrawal Agreement between Blackstone Holdings I L.P. and Hamilton E. James dated May 3, 2022.
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).

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 2002 (furnished herewith).
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 2002 (furnished herewith).
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

+	Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 5, 2022

Blackstone Inc.
/s/ Michael S. Chae
Name:		Michael S. Chae
Title:		Chief Financial Officer
		(Principal Financial Officer and
		Authorized Signatory)