贝莱德美股招股说明书(2026-06-30版)

Up to 12,035,866 Shares of Common Stock Issuable Upon the Redemption of SubCo Units This prospectus supplement is a supplement to the accompanying prospectus, dated March21, 2025, and relates to the issuance by us of up to12,035,866 shares (the “Shares”) of our common stock, $0.01 par value per share (the “common stock”), to the holders of ClassB-2 membership units(“SubCo Units”) of BlackRock Saturn Subco, LLC (“Subco”), a consolidated subsidiary of BlackRock (as defined herein), from time to time uponredemption of an equal number of such SubCo Units pursuant to the terms of the Amended and Restated Operating Agreement of Subco (the “LLCAgreement”). The Shares consist of (i)up to 7,606,927 shares of common stock issuable upon redemption of 7,606,927 SubCo Units (the “ClosingConsideration Units”) that were issued as closing date consideration for BlackRock’s acquisition of 100% of the business and assets of HPS InvestmentPartners (the “HPS Transaction”) at the closing of the HPS Transaction on July1, 2025 (the “Closing”) and (ii)up to 4,428,939 shares of common stockissuable upon redemption of up to an additional 4,428,939 SubCo Units (the “Deferred Consideration Units”) that may be issued in the future asdeferred consideration for the HPS Transaction, subject to the achievement of certain post-Closing conditions and financial performance milestones.Pursuant to the LLC Agreement, the SubCo Units will be redeemable, at the option of the Subco members holding such SubCo Units, at certain timesfollowing the one-year anniversary of the Closing (or, in the case of the Deferred Consideration Units, upon issuance) for either (i)one share of commonstock (subject to certain proportionate adjustments) or (ii)a cash settlement amount (solely at the option of Subco). Under the LLC Agreement,BlackRock may elect to assume and perform SubCo’s redemption obligations by effecting the exchange of SubCo Units for common stock (or the cashsettlement amount) through a direct exchange of such common stock (or cash settlement amount) with a redeeming member of Subco in exchange forsuch member’s SubCo Units on a one-for-one basis (subject to certain proportionate adjustments) (a “Direct Exchange”). We expect to elect to assumeand perform Subco’s redemption obligations by way of Direct Exchanges for common stock pursuant to which the Shares registered pursuant to thisprospectus supplement may be issued from time to time. We will not receive any cash proceeds from the issuance of the Shares if we assume and perform Subco’s redemption obligations by way of aDirect Exchange. Our common stock is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “BLK.” The last reported sale price of ourcommon stock on June29, 2026 was $950.17 per share. Investing in our common stock involves risks, including those described in the “RiskFactors” section beginning onpageS-6of this prospectus supplement and the section entitled “Risk Factors” beginning on page 20 of BlackRock’sAnnual Report on Form10-Kfor the year ended December31, 2025, which is incorporated by reference into thisprospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Prospectus Supplement dated June30, 2026 Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSU.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSPLAN OF DISTRIBUTIONVALIDITY OF THE COMMON STOCKEXPERTSWHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSBLACKROCK, INC.BLACKROCK FINANCE, INC.RISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF BLACKROCK’S CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT When used in this prospectus supplement, the terms “BlackRock,” “the Company,” “we,” “our,” “ours,” and “us” refer to BlackRock, Inc. and itsconsolidated subsidiaries, except where the context otherwise requires or as otherwise clearly indicated. This document is in two parts. The first part is this prospectus supplement, which contains specific information about us and the specific terms ofthis offering. The second part is the accompanying prospectus, dated March21, 2025, which contains and incorporates by reference important businessand financial information about us and other information about the offering. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC using a “shelf”registration process. Under this shelf process, we may, from time to time, offer shares of our