How are the 12,035,866 BlackRock shares related to the HPS Investment Partners deal?

The 12,035,866 shares back SubCo Units issued as consideration for acquiring HPS Investment Partners’ business. 7,606,927 shares relate to closing-date units and 4,428,939 shares relate to Deferred Consideration Units tied to post-closing performance milestones.

What legal documents accompany BlackRock’s share registration in this filing?

The filing includes an opinion of Skadden, Arps, Slate, Meagher & Flom LLP as Exhibit 5.1. That opinion addresses the validity of the registered shares, and a related consent is included within the same exhibit as required for the registration.

BlackRock (NYSE: BLK) clears 12.0M new shares for HPS SubCo redemptions

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BlackRock, Inc. filed a prospectus supplement to register the issuance of up to 12,035,866 shares of its common stock. These shares are issuable over time to holders of Class B-2 SubCo Units of BlackRock Saturn Subco, LLC in connection with the HPS Investment Partners acquisition.

The registered shares include up to 7,606,927 shares tied to SubCo Units issued at the July 1, 2025 closing and up to 4,428,939 shares tied to Deferred Consideration Units that may be issued if post-closing performance milestones are met. BlackRock expects to satisfy redemptions mainly through direct exchanges of SubCo Units for common stock. The 8-K also provides a legal opinion on the validity of these shares as Exhibit 5.1.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Registered common shares: 12,035,866 shares Closing-date consideration units: 7,606,927 shares Deferred consideration units: 4,428,939 shares +2 more

5 metrics

Registered common shares 12,035,866 shares Shares of BlackRock common stock registered for issuance under prospectus supplement

Closing-date consideration units 7,606,927 shares Shares issuable upon redemption of SubCo Units issued at HPS deal closing

Deferred consideration units 4,428,939 shares Shares issuable upon redemption of Deferred Consideration Units if milestones are met

SubCo LLC Agreement date July 1, 2025 Date of Amended and Restated Operating Agreement governing SubCo Units

Prospectus supplement filing date June 30, 2026 Date BlackRock filed the prospectus supplement registering the shares

Key Terms

prospectus supplement, automatic shelf registration statement, Deferred Consideration Units, Direct Exchange, +1 more

5 terms

prospectus supplement regulatory

"filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to register the issuance"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

automatic shelf registration statement regulatory

"part of the Company’s existing automatic shelf registration statement on Form S-3ASR"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Deferred Consideration Units financial

"up to an additional 4,428,939 SubCo Units (the “Deferred Consideration Units”) that may be issued in the future"

Direct Exchange financial

"by effecting the exchange of SubCo Units for common stock ... on a one-for-one basis ... (a “Direct Exchange”)"

LLC Agreement regulatory

"pursuant to the terms of the Amended and Restated Operating Agreement of Subco ... (the “LLC Agreement”)"

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 05:19 PM Accepted by SEC EDGAR 06/30/2026 - 05:18 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42297

99-1116001

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


50 Hudson Yards, New York, New York		10001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	BLK	New York Stock Exchange
3.750% Notes due 2035	BLK 35	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01.

Other Events.

On June 30, 2026, BlackRock, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to register the issuance by the Company of up to 12,035,866 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “common stock”), to the holders of Class B-2 membership units (“SubCo Units”) of BlackRock Saturn Subco, LLC (“Subco”), a consolidated subsidiary of the Company, from time to time upon redemption of an equal number of such SubCo Units pursuant to the terms of the Amended and Restated Operating Agreement of Subco, dated as of July 1, 2025 (the “LLC Agreement”). The Shares consist of (i) up to 7,606,927 shares of common stock issuable upon redemption of 7,606,927 SubCo Units that were issued as closing date consideration for the Company’s acquisition of 100% of the business and assets of HPS Investment Partners (the “HPS Transaction”) at the closing of the HPS Transaction on July 1, 2025 (the “Closing”) and (ii) up to 4,428,939 shares of common stock issuable upon redemption of up to an additional 4,428,939 SubCo Units (the “Deferred Consideration Units”) that may be issued in the future as deferred 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 times following the one-year anniversary of the Closing (or, in the case of the Deferred Consideration Units, upon issuance) for either (i) one share of common stock (subject to certain proportionate adjustments) or (ii) a cash settlement amount (solely at the option of Subco). Under the LLC Agreement, the Company may elect to assume and perform Subco’s redemption obligations by effecting the exchange of SubCo Units for common stock (or the cash settlement amount) through a direct exchange of such common stock (or cash settlement amount) with a redeeming member of Subco in exchange for such member’s SubCo Units on a one-for-one basis (subject to certain proportionate adjustments) (a “Direct Exchange”). The Company expects to elect to assume and perform Subco’s redemption obligations by way of Direct Exchanges for common stock pursuant to which the Shares registered pursuant to the Prospectus Supplement may be issued from time to time.

The Prospectus Supplement was filed to supplement and amend the base prospectus, dated March 21, 2025, which together form a part of the Company’s existing automatic shelf registration statement on Form S-3ASR (File No. 333-286025), filed by the Company with the SEC on March 21, 2025, and effective upon that filing.

The Company is filing this current report to provide the legal opinion as to the validity of the Shares covered by the Prospectus Supplement, which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.


BlackRock, Inc.

(Registrant)

By:		/s/ R. Andrew Dickson III
Name:		R. Andrew Dickson III
Title:		Managing Director and Corporate Secretary

Date: June 30, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did BlackRock (BLK) register in this 8-K filing?

BlackRock registered up to 12,035,866 shares of common stock. These shares may be issued over time to holders of BlackRock Saturn Subco, LLC units in connection with the HPS Investment Partners acquisition and related deferred consideration arrangements.

When can BlackRock Saturn Subco unit holders redeem their units for BLK shares?

SubCo Units become redeemable at certain times following the one-year anniversary of the July 1, 2025 closing. Deferred Consideration Units, if issued, become redeemable upon issuance, all under timing and mechanics set by the SubCo LLC Agreement.

How will BlackRock typically deliver shares for SubCo Unit redemptions?

Under the LLC Agreement, BlackRock may assume SubCo’s redemption obligations through direct exchanges. In these Direct Exchanges, holders swap SubCo Units for BlackRock common stock or a cash amount on a one-for-one basis, subject to proportionate adjustments.

Filing Exhibits & Attachments

5 documents